TCR_Public/121126.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 26, 2012, Vol. 16, No. 329

                            Headlines

1220 SOUTH: Taps James L. McCann as Real Estate Broker
1220 SOUTH: Taps Kaufman Rossin to Perform Accounting Services
1555 WABASH: Hearing to Dismiss Case Continued for Dec. 14
4.98 WESTGATE: Bank of Ozarks' $1.5MM Claim Fully Secured
501 GRANT: Union Trust Bldg in Bankruptcy; Jan. 9 Hearing Set

AIR CANADA: DBRS Confirms 'B' Issuer Rating, Stable Trend
AMF BOWLING: Creditors to Clash Dec. 6 Over Sale Procedures
ANGEL FIRE: Bankr. Court Won't Hear Lot Owner's Lawsuit
ARI-DFW: Court Dismisses Chapter 11 Case
BANKATLANTIC BANCORP: Files Form 10-Q, Posts $277MM Income in Q3

AVANTAIR INC: Files Form 10-Q, Incurs $970K Net Loss in Q1 2013
BEALL CORPORATION: Court OKs Ball Janik as Panel's Counsel
BEALL CORPORATION: Dan Scouler Approved as CRO
BEALL CORPORATION: Court Approves Tonkon Torp as Attorneys
BEALL CORPORATION: Files Schedules of Assets and Liabilities

BERNARD L. MADOFF: Suits vs. Banks Heard Before Appeals Court
BLUEGREEN CORP: Reports $14.4 Million Net Income in 3rd Quarter
BROADWAY FINANCIAL: Files Form 10-Q, Incurs $613K Net Loss in Q3
CAPABILITY RANCH: Files Schedules of Assets and Liabilities
CAPITOL BANCORP: Inks Stipulation Resolving Michigan's Objection

CENTRAL EUROPEAN: Reports $35.7 Million Net Income in 3rd Quarter
CHINA PRECISION: Incurs $4.2 Million Net Loss in Sept. 30 Quarter
CHILE MINING: Delays Form 10-Q for Sept. 30 Quarter
CHINA TEL GROUP: Securities Sale Exceeds Threshold
CIMA L.L.C: Administrator Seeks Dismissal of Chapter 11 Case

CLARE OAKS: Access to Cash Collateral Expires Nov. 30
CLARE OAKS: Wants CLA to Study Feasibility of Creditors' Plan
CLARE OAKS: Wants to Amend Employment Contract of B.C. Ziegler
COMPETITIVE TECHNOLOGIES: Incurs $596,800 Net Loss in 3rd Quarter
CORNERSTONE BANCSHARES: Cash Dividend Payment Date on Nov. 28

DBSI INC: Wavetronix Barred From Interfering With Trust
DEWEY & LEBOEUF: Files Liquidating Plan Based on Settlement
DIGITAL DOMAIN: Brown Rudnick Approved as Committee Counsel
DIGITAL DOMAIN: Committee Taps MDT Executive as Financial Advisor
DIGITAL DOMAIN: Cassels Brock Approved as Canadian Counsel

DIGITAL DOMAIN: Court Approves KCC as Information Agent
DIGITAL DOMAIN: Files Schedules of Assets and Liabilities
DIGITAL DOMAIN: Gets Final OK to Obtain DIP Loan from Hudson Bay
DUTCH GOLD: Delays Form 10-Q for Third Quarter
EAST END: Proofs of Claim Due for Dec. 28

EGPI FIRECREEK: Inks Linear Short Form Agreement with CUBO
ELITE PHARMACEUTICALS: Announces 1st Shipment of Phendimetrazine
ELPIDA MEMORY: Beats MIT and Univ. of Maryland on Patent Suits
FOREVERGREEN WORLDWIDE: Incurs $107,500 Net Loss in 3rd Quarter
FIRST MARINER: Files Form 10-Q, Reports $7.9MM Net Income in Q3

FORT DEFIANCE HOUSING: 9th Cir. Rejects Aubrey, Todd Appeals
FRIENDFINDER NETWORKS: Absolute Income Discloses 5% Equity Stake
FRIENDSHIP DAIRIES: Court OKs J. Bennett White as Counsel
FUEL DOCTOR: Amends Agency Agreement with A to Z Innovations
FUELSTREAM INC: Signs Employment Agreement with CEO

GIBRALTAR KENTUCKY: Dec. 6 Hearing on Plea to Convert Case
GLOBAL ARENA: Delays Form 10-Q for 3rd Quarter Due to Hurricane
GRANITE DELLS: Hires Keegan Linscott as Financial Advisor
GUIDED THERAPEUTICS: Incurs $986,000 Net Loss in Third Quarter
H&M OIL & GAS: Being Taken Over by Chapter 11 Trustee

HOSTESS BRANDS: Commences Year-Long Chapter 11 Liquidation
HOSTESS BRANDS: Flowers May Not Rehire Union Workers, Analysts Say
INSPIREMD INC: Postpones Public Offering of $40MM Common Shares
INTERNAL FIXATION: Delays 3rd Quarter Form 10-Q for Analysis
JOURNAL REGISTER: Taps Grant Thornton to Provide Tax Services

LDK SOLAR: Closes Share Purchase Transaction with Heng Rui Xin
LEE'S FORD: Exclusivity Periods Extended to Jan. 30
LEHMAN BROTHERS: Archstone to Raise $3.45-Bil. in IPO
LEHMAN BROTHERS: LBI Trustee Has Settlement With Citigroup
LEHMAN BROTHERS: Asks Court to Amend Prior ADR Order

LEHMAN BROTHERS: Traxis Demands Lehman to Reissue Checks
LLS AMERICA: Court Won't Dismiss Clawback Suits v. 13+ Defendants
LSP ENERGY: Plant Still Down; Debtor Seeks Longer Exclusivity
METRO FUEL: Court Rejects Bid for Mareva Injunction v. Teamsters
MICHAELS STORES: Files Form 10-Q, Posts $36MM Net Income in Q3

MOHEGAN TRIBAL: Accepts Resignation of Former President and CEO
MOMENTIVE PERFORMANCE: Satisfies Offering Escrow Conditions
MONITOR CONSULTING: Business Goes Up for Auction Jan. 9
NESBITT PORTLAND: Proofs of Claim Due Jan 1
NESBITT PORTLAND: Court OKs Susi, Griffith as Bankruptcy Lawyers

NEWBOLD CORPORATION: Court Trims Chapter 7 Trustee's Lawsuit
OPTIONS MEDIA: Delays Form 10-Q for Third Quarter
OVERSEAS SHIPHOLDING: Investor Sues Citigroup, Morgan Stanley
PACIFIC GOLD: Two Additional Directors Elected at Annual Meeting
PARAMOUNT RESOURCES: Moody's Affirms 'B3' CFR; Rates Notes 'Caa1'

PARAMOUNT RESOURCES: S&P Rates New C$250MM Sr. Unsecured Notes 'B'
PEMCO WORLD: Wants Plan Exclusivity Extended to Jan. 4
PONCE DE LEON: Court Won't Stay Cash Collateral, Plan Orders
POSITIVEID CORP: Files Form 10-Q, Incurs $2.3-Mil. Net Loss in Q3
POSITRON CORP: Incurs $1.5 Million Net Loss in Third Quarter

POWERWAVE TECHNOLOGIES: Files Updated Fiscal 2012 Form 10-K
QUAMTEL INC: Delays Form 10-Q for Third Quarter
RACKWISE INC: Incurs $2.9 Million Net Loss in Third Quarter
REALOGY CORP: Redeems $64.5MM Sr. Notes, $40.8MM Toggle Notes
REDONDO CONSTRUCTION: 1st Cir. Vacates Award of Interest

RESIDENTIAL CAPITAL: Assets Sale Approved Over Objections
RESIDENTIAL CAPITAL: DLJ Seeks Clarification on APA Termination
RESIDENTIAL CAPITAL: Proposes $8.9-Mil. Admin. Claim for AFI
RESIDENTIAL CAPITAL: ARE Sues GMAC Mortgage & Balboa
ROBLEX AVIATION: Court Won't Reinstate Bankruptcy Case

SEARS HOLDINGS: Files Form 10-Q, Incurs $498MM Net Loss in Q3
SEARCHMEDIA HOLDINGS: Has Offer for Warrant Price Reduction
SILVER SPOON: Court Rejects Lawyers' Fee Applications
SMART ONLINE: Sells Additional $475,000 Conv. Subordinated Note
STRATUS MEDIA: Enters Into $1 Million Securities Purchase Pact

SUPERIOR BOAT: Brent Enterprises' Claim Won't Have Admin. Status
T BANCSHARES: Files Form 10-Q, Reports $439,000 Net Income in Q3
TALON THERAPEUTICS: Joseph Landy Discloses 92.4% Equity Stake
THOMPSON CREEK: Prices $350 Million Sr. Secured Notes Offering
TITAN ENERGY: Incurs $470,600 Net Loss in Third Quarter

TONJI HEALTHCARE: Incurs $983,000 Net Loss in Third Quarter
UNILAVA CORP: Shelley International Replaces DGC as Accountants
VERTIS HOLDINGS: Committee Taps BDO as Financial Advisor
VERTIS HOLDINGS: Committee Taps Cooley LLP as Lead Counsel
VERTIS HOLDINGS: Proposes KCC as Administrative Agent

VOICE ASSIST: Delays Form 10-Q for Third Quarter
VUZIX CORP: In Default Under Senior Loan Agreement
WAGSTAFF MINNESOTA: Plan Outline Hearing Slated for Dec. 12
WEST FRASER: DBRS Confirms 'BB' Issuer Rating, Positive Trend

WESTINGHOUSE SOLAR: Common Shares Delisted from NASDAQ
XTREME GREEN: Delays Form 10-Q for Third Quarter

* BOND PRICING: For Week From Nov. 19 to 23, 2012



                            *********

1220 SOUTH: Taps James L. McCann as Real Estate Broker
------------------------------------------------------
1220 South Ocean Boulevard LLC, asks the U.S. Bankruptcy Court for
the Southern District of Florida for permission to employ James L.
McCann of Corcoran Group Palm Beach as real estate broker for two
lots in Palm Beach County.

Mr. McCann will:

   a) analyze and determine the market value of the property;

   b) advertise and show the property to potential buyers; and

   c) sell and close on the Property.

To the best of Debtor knowledge, neither Mr. McCann nor the firm
represent any interest adverse to the bankruptcy estate, the
creditors of the Debtor, 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 has also determined that a 4% commission is appropriate
for like sales in the area.  In addition, the Debtor believes
that the special clauses that allow for the broker to be paid a
fee of 2.5%, if broker is the sole agent, or a 0.5% fee plus
documented marketing expenses (not to exceed an additional 0.5%)
for a total not to exceed 1% if the Seller brings the buyer is
reasonable and apt for this sort of transaction.

                      About 1220 South Ocean

1220 South Ocean Boulevard, LLC, filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 12-32609) in its home-town in West Palm
Beach, Florida.  The Debtor disclosed $74 million in total assets
and $41.5 million in liabilities as of Sept. 7, 2012.

According to http://1220southocean.com/,1220 South Ocean is a
French-inspired waterfront estate homes and resort located in Palm
Beach.  Owned by real estate developer Dan Swanson, president of
Addison Development, 1220 South Ocean sits on 2.5 private and
secure acres of land, has 20,000 square feet of living plus an
additional 7,000 square feet of loggias, garages & guest house.
The resort is located four miles to Palm Beach International
Airport.  Mr. Swanson other developments include the Phipps
Estates in Palm Beach and Addison Estates at the Boca Hotel.

Judge Erik P. Kimball oversees the case.  Kenneth S. Rappaport,
Esq., at Rappaport Osbourne & Rappaport, in Boca Raton, Florida,
serves as counsel to the Debtor.


1220 SOUTH: Taps Kaufman Rossin to Perform Accounting Services
--------------------------------------------------------------
1220 South Ocean Boulevard LLC, asks the U.S. Bankruptcy Court for
the Southern District of Florida for permission to employ Kaufman,
Rossin & Co., P.A., as accountant to assist the Debtor with all
tax returns for Debtor and providing consulting to Debtor.

Blain L. Heckaman, an employee at Kaufman Rossin will perform
accounting services as interim and year end accounting services,
including general consulting services relate to bankruptcy
accounting issues.

The hourly rates of Kaufman Rossin are:

         Principals                          $310 - $450
         Directors/Manager                   $230 - $300
         Supervisors/ Senior                 $165 - $220
         Staff II and I                      $100 - $160

Kaufman Rossin has agreed to waive its unsecured claim of $6,000.

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

                      About 1220 South Ocean

1220 South Ocean Boulevard, LLC, filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 12-32609) in its home-town in West Palm
Beach, Florida.  The Debtor disclosed $74 million in total assets
and $41.5 million in liabilities as of Sept. 7, 2012.

According to http://1220southocean.com/,1220 South Ocean is a
French-inspired waterfront estate homes and resort located in Palm
Beach.  Owned by real estate developer Dan Swanson, president of
Addison Development, 1220 South Ocean sits on 2.5 private and
secure acres of land, has 20,000 square feet of living plus an
additional 7,000 square feet of loggias, garages & guest house.
The resort is located four miles to Palm Beach International
Airport.  Mr. Swanson other developments include the Phipps
Estates in Palm Beach and Addison Estates at the Boca Hotel.

Judge Erik P. Kimball oversees the case.  Kenneth S. Rappaport,
Esq., at Rappaport Osbourne & Rappaport, in Boca Raton, Florida,
serves as counsel to the Debtor.


1555 WABASH: Hearing to Dismiss Case Continued for Dec. 14
----------------------------------------------------------
A hearing on the motion to dismiss the chapter 11 case of 1555
Wabash LLC has been continued to Dec. 14, 2012, 10:30 a.m. at
Courtroom 680 219 South Dearborn, Chicago, Illinois.

Lender AMT CADC Venture, LLC, has filed a motion asking the
Bankruptcy Court to dismiss 1555 Wabash LLC's Chapter 11 case or,
in the alternative, granting the Lender relief from the automatic
stay to pursue the foreclosure proceeding against the Debtor.

AMT says that from the moment the Lender notified the Debtor of
its intent to foreclose on the $46 million loan it made to the
Debtor for the development of a fourteen-story mixed use building
located at 1555 S. Wabash, Chicago, Illinois, the Debtor has used
every avenue possible to siphon cash from the Property to its
owners and insiders.  "The Property is hopelessly underwater, with
a market value of roughly $30 million and secured debt to Lender
of more than $43 million (in addition to a junior mortgage holder
owed more than $9 million)," the Lender says.

The Debtor is owned and controlled by New West Realty Development.

The Lender is represented by Pircher, Nichols & Meeks, in Chicago.

                        About 1555 Wabash

1555 Wabash LLC owns and operates a 14-story mixed use building
located at 1555 South Wabash, in Chicago, Illinois.  The property
is comprised of 176 residential units plus 11,000 square feet of
commercial space located on the first floor of the building.  The
property was originally developed as condominium units to be sold
at designated sale prices to qualified buyers.  Construction was
generally completed as of the middle of 2009.  Only 36 of the 100
sale contracts closed.  As of the Petition Date, 1555 Wabash
leased 115 of the remaining 140 residential apartment units --
roughly 82% -- to qualified tenants, while the commercial space is
presently vacant.

1555 Wabash LLC filed for Chapter 11 protection (Bankr. N.D. Ill.
Case No. 11-51502) on Dec. 27, 2011, to halt foreclosure of the
property.  Judge Jacqueline P. Cox oversees the case.  David K.
Welch, Esq., at Crane Heyman Simon Welch & Clar, serves as the
Debtor's counsel.  The Debtor scheduled $90,055 in personal
property and said the current value if its condo building is
unknown.  The Debtor disclosed $51.6 million in liabilities.  The
petition was signed by Theodore Mazola, president of New West
Realty Development Corp., sole member and manager of the Debtor.


4.98 WESTGATE: Bank of Ozarks' $1.5MM Claim Fully Secured
---------------------------------------------------------
Bankruptcy Judge J. Rich Leonard overruled the objection by 4.98
Westgate Partners LLC to Bank of Ozarks' proof of claim.

On July 10, 2007, the debtor purchased a 4.98-acre tract of real
property located on West Gate Drive in Leland, North Carolina for
$1,892,500.  On Sept. 22, 2008, the debtor executed a promissory
note in favor of Woodlands Bank for $1,440,000.  Ozarks, a
successor-in-interest to Woodlands Bank, is the current holder of
the note.  As security for the note, Ozarks has a deed of trust on
the property.

On Aug. 5, 2011, Ozarks filed a proof of claim for $1,488,324.  On
Aug. 26, 2011, the debtor filed a motion for valuation of the
collateral of Ozarks, stating that the debtor anticipated a plan
of reorganization in which the debtor would surrender real
property to satisfy Ozarks' debt.  Ozarks filed a motion for
relief from stay on Oct. 20, 2011.

On Dec. 7, 2011, the court entered an order finding the value of
the property to be $1,649,077.  This determination of the value of
the collateral led the court to deny Ozarks' motion for relief
from the automatic stay as the value of the collateral exceeded
the value of Ozarks' claim.  On April 4, 2012, Ozarks filed an
amended proof of claim for $1,575,354.72.  The amended claim
included postpetition interest and fees.  The debtor objected to
the amended claim on the basis that the claim exceeds the value of
the collateral.  Counsel for the debtor argued that the present
value of the collateral for plan confirmation purposes and all
other purposes is $1,253,608.  This number came from the chapter
11 plan treatment for Ozarks' claim wherein the debtor deducted
various expenses and discounts from the court-determined value of
$1,649,077. After making those deductions, the $1,253,608
represented the secured portion of Ozarks' claim.

Counsel for Ozarks' noted to the court that under the plan, Ozarks
was treated as fully secured to avoid its controlling of the
unsecured class and voting against the plan.  Counsel argued that
if the fees were not allowed as secured they should at a minimum
be allowed as an unsecured claim.

The debtor objects to Ozarks' claim on the grounds that the claim,
with postpetition interest and fees, exceeds the value of the
collateral. Under the debtor's view of the value, since the
postpetition interest and fees exceed the value of the collateral,
such interest and fees should be denied under 11 U.S.C. Sec.
506(b).

According to Judge Leonard, Subsection 506(a)(1) of the Bankruptcy
Code directs the court to determine the fair market value of
property in evaluating the secured status of a creditor.  The
determination under Sec. 506 requires the court to take into
account the purpose of the valuation and the proposed disposition
or use of the property.  However, the purpose of the valuation
hearing is to set the value of the collateral in the case.  Once
the court sets the value of the property at a valuation hearing,
that is the law of the case.  If the debtor chooses to keep the
property, that value is what the debtor has to pay.  If it chooses
to surrender the property, that value is also the value at which
it would start the write down process to give the creditor the
indubitable equivalent under Sec. 1129(b)(2)(A)(iii).

In the case of 4.98 Westgate Partners, Judge Leonard said that on
the motion of the debtor, the court conducted a valuation hearing
and determined the fair market value to be $1,649,077.  The debtor
relied on this valuation to rebuff a stay motion and prevent
Ozarks from asserting an unsecured claim that would have made
confirmation difficult.  The Court noted that Ozarks' amended
claim for $1,575,354 is less than the value of the collateral.
Accordingly, the Court held that Ozarks' claim is fully secured
and the debtor's objection to claim is overruled.

A copy of the Court's Nov. 21, 2012 Order is available at
http://is.gd/lQTyClfrom Leagle.com.

                        About 4.98 Westgate

4.98 Westgate Partners, LLC, in Wilmington, North Carolina, filed
for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 11-05768) on
July 29, 2011.  The debtor is a single asset entity engaged in the
business of developing real property in Brunswick County, North
Carolina.  Judge J. Rich Leonard oversees the case.  George M.
Oliver, Esq., at Oliver Friesen Cheek, PLLC, represents the Debtor
as counsel.  In its petition, the Debtor estimated under $10
million in both assets and debts.  A list of the Company's six
largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/nceb11-05768.pdf
The petition was signed by Thomas L. Plaskett, managing member.

Affiliate Phillip R. Kraus filed a Chapter 11 petition (Bankr.
E.D.N.C. Case No. 09-02254) on March 20, 2009.

An order confirming the Debtor's chapter 11 plan was entered on
June 13, 2012.


501 GRANT: Union Trust Bldg in Bankruptcy; Jan. 9 Hearing Set
-------------------------------------------------------------
An involuntary Chapter 11 bankruptcy petition was filed against
501 Grant Street Partners LLC, based in Woodland Hills, California
(Bankr. C.D. Calif. Case No. 12-20066) on Nov. 14, 2012.  The
petitioning creditors are Allied Barton Security Services LLC,
owed $960 for security services; Cost Company LP, $5,900 owed for
masonry work; and MSA Systems Integration Inc., owed $2,401 for
unpaid invoice.  Malhar S. Pagay, Esq., at Pachulski Stang Ziehl &
Jones LLP, represents the petitioning creditors.

Bankruptcy Judge Alan M. Ahart has issued an order transferring
the involuntary Chapter 11 case to another division.  Judge Ahart
also will hold a status hearing on Jan. 9, 2012, at 10:00 a.m. at
Crtrm 303, 21041 Burbank Blvd, in Woodland Hills.

501 Grant Street Partners owns the Union Trust Building in downton
Pittsburgh, Pennsylvania.  It sought Chapter 11 protection (Bankr.
W.D. Pa. Case No. 12-23890) on Aug. 3, 2012, to avert a sheriff
sale of the building set for Aug. 6.  The August petition listed
under $50,000 in both assets and debts.  Roger M. Bould, Esq., at
Keevican Weiss Bauerle & Hirsch, LLC, represented 501 Grant Street
as counsel.

Mark Belko of the Pittsburgh Post-Gazette, reported Nov. 20 that
U.S. Bankruptcy Judge Judith K. Fitzgerald has dismissed 501 Grant
Street Partners' Chapter 11 petition, paving for the sheriff sale
of the Union Trust Building on Jan. 7.

SA Challenger Inc., which acquired interest in the building's
mortgage by U.S. Bank, is seeking to foreclose on the property.
SA Challenger, the Pittsburgh Post-Gazette reported, 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.  Earlier in November, 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.


AIR CANADA: DBRS Confirms 'B' Issuer Rating, Stable Trend
---------------------------------------------------------
DBRS has confirmed Air Canada's (AC or the Company) Issuer Rating
of B with a Stable trend.  The rating reflects the Company's high
business risk, operating in the highly competitive and volatile
global airline industry; its high cost structure; its leveraged
balance sheet; and its relatively weak debt coverage ratios.  The
confirmation also reflects DBRS's expectation that the pension
contribution relief from the AC 2009 Pension Regulations (ACPR;
adopted by the Government of Canada in July 2009) could be
extended beyond its expiry in January 2014 to prevent a material
increase in contributions thereafter.  DBRS believes that a
material increase in pension contribution could potentially affect
the Company's liquidity and thereby pressure its rating, and will
review the situation when greater clarity emerges.

DBRS notes that the airline industry is characteristically one of
the most challenging in the economy, and in accordance with its
methodology, DBRS has concluded that the business risk rating of
the airline industry is BB (low) (see DBRS methodology "Rating
Companies in the Airline Industry" for further details).  These
challenges include weak profitability affected by (1) demand being
seasonal and highly sensitive to economic conditions and consumer
confidence, (2) high capital, energy and labour intensities, (3) a
low barrier of entry and (4) the high costs of regulation.

AC is the largest airline in Canada, with a dominant share (55% in
2011) in domestic Canada-U.S. transborder traffic (36% share) and
other international routes connecting to Canada (41% share).  DBRS
believes AC's overall business risk profile is near the industry
average.  Its strong market position and customer loyalty
(especially among business travelers) are supported by its
participations in Star Alliance (the world's largest airline
alliance) and Aeroplan (the most popular loyalty program in
Canada), as well as its frequent scheduled flights between major
North American cities among Canadian airlines.  However, these
advantages are partly offset by its relatively high cost structure
and limited financial flexibility.

Despite AC's dominant market position in Canada, the Company's
growth is constrained by the modest size of the Canadian market
and the resultant demand for air travel.  Competition in AC's
market is intensifying, as the aviation markets are deregulated
and the entry barrier is low.  Low-cost and regional carriers are
active, especially in domestic short-haul routes and flights to
holiday destinations, pressuring fares.  Despite their brief
existences, new entrants with aggressive business plans have been
disruptive to the passenger market.  The Company's revenue source
is highly concentrated in passenger travel (more than 88% in
2011), with modest contributions from cargo and services.

AC's competitive position in the North American market is strong,
having been awarded "Best International Airline in North America"
in each of the past three years by SkyTrax (a U.K.-based
consultancy and research firm focusing on commercial airlines),
and its fleet's average age of 12.4 years is the youngest among
North American legacy airlines.  This has given the Company a
competitive advantage in the Canada-U.S. transborder market and in
attracting U.S.-originated customers to use AC and Canadian major
airports as hubs for their transcontinental travel (also known as
"sixth freedom" traffic).  However, AC faces intense competition
in the faster-growing markets in Asia-Pacific and the Middle East
from international airlines based there, which enjoy strong
SkyTrax rankings for product quality and services and have
younger, more fuel-efficient fleets, lower cost bases and stronger
financial resources.

As a legacy airline in North America, AC has a highly unionized
workforce, and, historically, labour relations have been strained,
especially during contract negotiations.  Disruptive labour
actions have forced a number of cancellations in March 2012,
causing concerns from AC's customers, even though the financial
impact was relatively modest.  With contract negotiations with all
unions recently settled, AC can expect greater labour certainty
until these contracts expire in 2015 and 2016.  Notwithstanding
such resolution, DBRS expects the Company's relationship with the
unions to remain tense, as the resolutions were made possible only
after the federal government stepped in with back-to-work
legislation.  Future labour morale issues could potentially affect
AC's product and service quality.

Similar to other legacy airlines, the Company has a high fixed-
cost structure; therefore, capacity utilization is critical to
profitability.  Additionally, fuel, which is highly volatile,
accounts for about 30% of operating costs.  As fuel and overseas
operating costs are denominated in U.S. dollars, while the
Company's revenue base is in Canadian dollars, the variability
between the two compounds the Company's operating challenges.  As
a result, fuel price and currency exchange fluctuations have
contributed to AC's track record of volatile earnings, although
the volatility could be partially offset by the high correlation
between fuel prices and the Canadian dollar.

Air Canada has a weak financial profile and limited financial
flexibility, which constrains its rating.  The Company's balance
sheet leverage is very aggressive for a highly cyclical company.
The high leverage largely reflects the Company's extensive use of
aircraft debt and lease financing and the accumulated losses over
the years.  The high debt and operating lease levels also result
in material fixed charges (interest and aircraft rental expenses),
which historically have eroded 50% to 55% of AC's EBITDAR, leaving
limited cash resources for its capex requirement and debt
reduction.  Cash flow and profitability are also limited by the
Company's high cost structure (largely due to unionized labour and
high airport fees in Canada).  Adjusted cash flow-to-debt has
ranged between 9% and 12%, while adjusted debt-to-EBITDA ranged
between 4.0 and 5.0 since 2010, when the Company began recovery
from the high fuel prices of 2008 and weak passenger demand in
2009.  These coverage metrics are weak and consistent with the
rating.

In addition, the Company's pension plans' underfunded position
(based on its solvency deficit) was substantial at $4.5 billion as
at January 1, 2012, largely resulting from low discount rates
applied.  AC estimates that the recent changes related to pension
obligations in renewed labour collective agreements could reduce
the solvency deficit by $1.1 billion, and the contribution in the
first nine months of 2012 reduced it by a further $267 million.
Despite these reductions, DBRS still considers the pension
liabilities to be large.  Although DBRS does not include pension
deficit as debt in computing financial ratios, the large deficit,
if it persists, could potentially result in higher future
mandatory pension contributions.  Currently, the relief from ACPR
has reduced Company's pension contribution requirement to $175
million for 2012 and $225 million for 2013.  In the event that the
ACPR is not extended, AC's pension contributions could materially
increase, which could further reduce the Company's cash resources
and limit its financial flexibility.

DBRS recognizes that AC's improvement in operating performance
since 2010 has continued, with successful target achievement in
its Cost Transformation Program, increased revenue from service
and baggage fees and moderate debt reduction.  The conclusion of
labour contracts and maintenance contracts signed with various
service providers after the collapse of Aveos Fleet Performance
Inc. should moderately reduce operating costs.  Notwithstanding
anticipated improvements of cost structure, DBRS expects any
further improvement in debt coverage metrics to be modest, as the
Company is likely to incur additional debt when it takes delivery
of new Boeing 777 and 787 jet airliners in 2013 and 2014.

Liquidity is currently adequate. Through improvements in operating
performance and low capex levels, AC has increased its cash and
cash equivalent to $2.2 billion at September 30, 2011, or 18% of
last twelve months' revenue (compared to $1.0 billion, or 9% of
revenue, at December 31, 2008).  However, the Company has limited
financial flexibility, as it does not have any available credit
facility to provide for unexpected cash needs; essentially, all
its assets are encumbered to secure existing debt or lease
financing.

In summary, the Company's business risk profile is close to the
airline industry average, but its overall rating is weighed down
by its weak financial profile and burdened by its high debt load,
weak operating performance and debt coverage ratios, limited
financial flexibility and large underfunded position in its
pension plans.  Therefore, DBRS has concluded that an Issuer
Rating of B is appropriate.  There is limited upside in the
rating, unless the Company materially reduces its debt level
through equity injection, which is not expected at this point.
Conversely, the rating could be pressured if AC's liquidity
weakens (with cash and short-term investments falling below the
Company's target of 15% of annual revenue), if pension
contributions become materially higher after the ACPR expiry or if
its operating cash flows materially decline for a sustained period
of time, due either to operational disruptions or erosion in its
market position.


AMF BOWLING: Creditors to Clash Dec. 6 Over Sale Procedures
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMF Bowling Worldwide Inc. intends to hold a Feb. 28
auction to prove the bona fides of a reorganization plan a group
of second-lien lenders already called defective.  There will be a
Dec. 6 hearing for the U.S. bankruptcy judge in Richmond,
Virginia, to consider approval of auction procedures.

According to the report, AMF came into bankruptcy having already
reached agreement on a reorganization plan with the principal
landlord and holders of a majority of the $216 million first-lien
debt.  If approved by creditors and the judge, the senior lenders
will receive all the new stock together with $150 million cash
supplied by a subgroup of the lenders in the form of a term loan.
In exchange for $80 million in debt, the plan offers warrants to
second-lien creditors for 10% of the new stock at an exercise
price based on 115% of the first-lien debt and financing for the
bankruptcy.  Unsecured creditors are being offered $300,000 to
divide among themselves.  First-lien lenders providing the
financing are Liberty Harbor Master Fund LP, Midtown Acquisitions
LP, and funds affiliated with Credit Suisse Group AG and Goldman
Sachs Group Inc.

The purpose of the auction is to test if there's an offer to
sponsor a more lucrative plan, according to the report.

The report notes that second-lien lenders affiliated with Cerberus
Capital Management LP and JPMorgan Chase & Co. fault the sale
because it would require paying off first-lien debt in full.  They
believe there may be buyers who'd pay some cash plus other
consideration if permitted.  Cerberus and JPMorgan said they own
70% of the second-lien debt and 11.5% of the first-lien
obligations.  They also oppose quick approval of a revised lease
with iStar Financial Inc., which owns 186 of the bowling centers.

                   About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  With clusters of centers located in key
metropolitan markets and unparalleled geographic diversity outside
metropolitan areas, AMF currently operates 262 bowling centers
across the United States and, through its non-Debtor facilities, 8
bowling centers in Mexico.  AMF operates more than three times the
number of bowling centers of its closest competitor, and it
employs roughly 7,000 people.

AMF and several affiliates sought Chapter 11 protection (Bankr.
E.D. Va. Case Nos. 12-36493 to 12-36508) on Nov. 12 and 13, 2012,
after reaching an agreement with a majority of its secured first
lien lenders and the landlord of a majority of its bowling centers
to restructure through a first lien lender-led debt-for-equity
conversion, subject to higher and better offers through a
marketing process.

Debt for borrowed money totals $296 million, including $216
million on a first-lien term loan and revolving credit, and $80
million on a second-lien term loan.

Mechanicsville, Virginia-based AMF first filed for bankruptcy
reorganization in July 2001 and emerged with a confirmed Chapter
11 plan in February 2002 by giving unsecured creditors 7.5% of the
new stock.  The bank lenders, owed $625 million, received a
combination of cash, 92.5% of the stock, and $150 million in new
debt.  At the time, AMF had over 500 bowling centers.

Judge Hon. Kevin R. Huennekens oversees the 2012 case, taking over
from Judge Douglas O. Tice, Jr.

Patrick J. Nash, Jr., Esq., Jeffrey D. Pawlitz, Esq., and Joshua
A. Sussberg, Esq., at Kirkland & Ellis LLP; and Dion W. Hayes,
Esq., John H. Maddock III, Esq., and Sarah B. Boehm, Esq., at
McGuirewoods LLP, serve as the Debtors' counsel.  Moelis & Company
LLC serves as the Debtors' investment banker and financial
advisor.  McKinsey Recovery & Transformation Services U.S., LLC,
serves as the Debtors' restructuring advisor.   Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

Kristopher M. Hansen, Esq., Sayan Bhattacharyya, Esq., and
Marianne S. Mortimer, Esq., at Stroock & Stroock & Lavan LLP; and
Peter J. Barrett, Esq., and Michael A. Condyles, Esq., at Kutak
Rock LLP, represent the first lien lenders.

An ad hoc group of second lien lenders are represented by Lynn L.
Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran,
PLC; and Ben H. Logan, Esq., Suzzanne S. Uhland, Esq., and
Jennifer M. Taylor, Esq., at O'Melveny & Myers LLP.

The petitions were signed by Stephen D. Satterwhite, chief
financial officer/chief operating officer.


ANGEL FIRE: Bankr. Court Won't Hear Lot Owner's Lawsuit
-------------------------------------------------------
Bankruptcy Judge James S. Starzynski dismissed the complaint
captioned, Truett L. Scarborough, Plaintiff, v. Angel Fire Resort
Operations, LLC, a New Mexico Limited Liability Company, and
Association of Angel Fire Property Owners, Inc., a New Mexico
Nonprofit Corporation, Defendants, Adv. Proc. No. 11-1110-S
(Bankr. D. N.M.), citing lack of jurisdiction.  The lawsuit is
against an entity that acquired the Angel Fire resort community in
Colfax County, New Mexico, as part of the 1993 Chapter 11
bankruptcies of the resort's owners, The Angel Fire Corporation
and Angel Fire Ski Corporation.

The Plaintiff seeks a declaratory judgment clarifying the legal
scope and effect of a confirmed Chapter 11 plan in the Angel Fire
case.  He owns three lots in Monte Verde "V", Unit 1.  Resort, as
successor in interest to the Debtor, has attempted to assess fees
it contends run with the land pursuant to the confirmed Plan,
which was also filed in the real estate records of Colfax County.
The dispute concerns the ability to collect annual assessments
under the Plan.

In dismissing the lawsuit, Judge Starzynski held that the
bankruptcy cases are fully administered and closed; the
Plaintiff's complaint cannot impact the estate because there is no
estate; and to the extent the Plaintiff's complaint claims
jurisdiction based on a request to determine "property of the
estate" under 28 U.S.C. Sec. 1334(b)(2), all property has left the
estate and no jurisdiction remains.   To the extent the
Plaintiff's complaint claims jurisdiction based on a request to
interpret the plan, the judge said the Plan is now a contract and
its interpretation will be made based on New Mexico contract law.
Interpretation of the plan will not be based on bankruptcy law.
Any success by Plaintiff on his complaint will not impact the
distributions to other creditors.  The Plaintiff's claim is a
dispute among non-debtor parties and the outcome does not impact
the estate or case administration because the case is already
closed.

A copy of the Court's Nov. 20, 2012 Memorandum Opinion is
available at http://is.gd/nSr32Ifrom Leagle.com.


ARI-DFW: Court Dismisses Chapter 11 Case
----------------------------------------
The U.S. Bankruptcy Court has entered an order dismissing the
Chapter 11 case of ARI-DFW East & West 9, L.P.  The Court also
ruled that the automatic stay is vacated and all pending motions
and adversary proceedings are moot and dismissed.  The case is
dismissed with a 180-day bar.

The case was dismissed because the Debtor failed to file all the
documents required under F.R.B.P. Rules 1007 or 3015(b) within
14 days after the filing of the petition, and no motion for an
order extending the time to file the required documents has been
timely filed in accordance with F.R.B.P. 1007(a)(5) or 3015(b).

                     About ARI-DFW East & West

ARI-DFW East & West 9, L.P., filed for Chapter 11 bankruptcy
Bankr. C.D. Calif. Case No. 12-42788) on Sept. 27, 2012.
Bankruptcy Judge Sandra R. Klein presides over the case.
Kenneth J. Catanzarite, Esq. -- kcatanzarite@catanzarite.com --
and Eric V. Anderton, Esq., at Catanzarite Law Corporation, serve
as the Debtor's counsel.  In its petition, the Debtor estimated
$10 million to $50 million in total assets and debts.  The
petition was signed by E. Lorelei Mooney, as "trusted debtor's
general partner".

ARI-DFW East & West 9 is one of 23 "Special Purpose Entities"
organized by Argus Realty Investors, L.P., an Orange County
California real estate and securities promoter of tax-advantaged
investments to defer capital gains taxes.  ARI-DFW 9 and its co-
debtors were formed in September 2005 for the purpose of entering
into a structured transaction resulting in the assumption of an
existing purchase money loan and tenant in common interests in two
parcels of real property.

The Co-Debtors are named DFW East & West 1, L.P. to DFW East &
West 23, L.P.  In the aggregate the SPE TICs invested $6.25
million in real estate securities concerning two office buildings
in the Dallas-Fort Worth, Texas, freeway corridor known as DFW
East Property and DFW West Property.

The "upleg" real estate designated for the Debtors was comprised
of two separate and distinct buildings 4.5 miles apart constructed
in 1982, DFW East Property, a five-story, 85,212 rentable square
foot Class B office building located on approximately 2.94 acres
at 4425 West Airport Freeway, Irving, Texas and DFW West Property,
a five-story, 85,900 rentable square foot Class B office building
located on roughly 2.89 acres at 4001 West Airport Freeway,
Bedford, Texas.


BANKATLANTIC BANCORP: Files Form 10-Q, Posts $277MM Income in Q3
----------------------------------------------------------------
BBX Capital Corporation, formerly known as BankAtlantic Bancorp,
Inc., filed with the U.S. Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing net income of $277.06
million on $4.23 million of total interest income for the three
months ended Sept. 30, 2012, compared with a net loss of $11.79
million on $9.15 million of total interest income for the same
period during the prior year.

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

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

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

                        http://is.gd/gohB0C

                     About BankAtlantic Bancorp

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

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

                           *     *     *

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

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


AVANTAIR INC: Files Form 10-Q, Incurs $970K Net Loss in Q1 2013
---------------------------------------------------------------
Avantair, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $970,000 on $42.87 million of total revenue for the three
months ended Sept. 30, 2012, compared with a net loss of $2.18
million on $42.97 million of total revenue for the same period
during the prior year.

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

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

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

                        http://is.gd/EnwekA

                        About Avantair Inc.

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

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


BEALL CORPORATION: Court OKs Ball Janik as Panel's Counsel
----------------------------------------------------------
The Official Creditors Committee of Beall Corporation sought and
obtained approval from the U.S. Bankruptcy Court to retain Ball
Janik LLP as bankruptcy counsel.

The firm's rates are:

  Attorney Name              Status           Hourly Rate
  -------------              ------           -----------
  Brad T. Summers            Partner              $450
  Gabriel M. Weaver          Law Clerk            $295
  Thorkild G. Tingey         Associate            $225
  Carole E. Brock            Paralegal            $195

Brad T. Summers attests that it is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

The Committee's counsel can be reached at:

         Brad T. Summers, Esq.
         BALL JANIK LLP
         101 SW Main Street, Suite 1100
         Portland, OR 97204
         Tel: (503) 228-2525
         Fax: (503) 295-1058
         E-mail: tsummers@balljanik.com

                      About Beall Corporation

Portland, Oregon-based Beall Corporation, a manufacturer of
lightweight, efficient, and durable tanker trucks, trailers and
related products, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least
$10 million in assets and liabilities.  Founded in 1905, Beall has
four factories and nine sale branches across the U.S.  The Debtor
has 285 employees, with an average weekly payroll of $300,000.

Judge Elizabeth L. Perris presides over the case.  The Debtor has
tapped Tonkon Torp LLP as counsel.

Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed
six members to the official committee of unsecured creditors.


BEALL CORPORATION: Dan Scouler Approved as CRO
----------------------------------------------
Beall Corporation sought and obtained approval from the U.S.
Bankruptcy Court for the District of Oregon to:

   -- employ Scouler & Company to provide a chief restructuring
      officer and additional personnel on an as needed basis; and

   -- appoint the firm's Dan Scouler as the Debtor's chief
      Restructuring officer.

Scouler will, among other things:

   a) perform financial reviews of the Debtor's business,
      including the preparation of monthly operating reports,
      schedules, statements of financial affairs, and other
      bankruptcy-related materials;

   b) implement possible restructuring plans or other strategic
      alternatives, including, without limitation, Chapter 11
      plans; and

   c) analyze claims asserted against the Debtor and consult with
      counsel as to potential objections thereto.

The Debtor has agreed to pay Scouler a blended hourly rate of $450
per hour on account of the services provided by the firm's
professionals.  The Debtor has agreed to pay Scouler a transaction
fee in connection with the consummation of a restructuring
transaction.  The transaction fee will be 5% of any gross residual
proceeds of a restructuring transaction available after payment of
the secured debt of KeyBank National Association or its
successors.

To the best of Debtor's knowledge, Scouler is a "disinterested
person" as that term is defined in 11 U.S.C. Section 101(14).

                      About Beall Corporation

Portland, Oregon-based Beall Corporation, a manufacturer of
lightweight, efficient, and durable tanker trucks, trailers and
related products, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least
$10 million in assets and liabilities.  Founded in 1905, Beall has
four factories and nine sale branches across the U.S.  The Debtor
has 285 employees, with an average weekly payroll of $300,000.

Judge Elizabeth L. Perris presides over the case.  The Debtor has
tapped Tonkon Torp LLP as counsel.

Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed
six members to the official committee of unsecured creditors.
Ball Janik LLP represents the Committee.


BEALL CORPORATION: Court Approves Tonkon Torp as Attorneys
----------------------------------------------------------
Beall Corporation sought and obtained approval from the U.S.
Bankruptcy Court to employ Tonkon Torp LLP as attorneys.

Portland, Oregon-based Beall Corporation, a manufacturer of
lightweight, efficient, and durable tanker trucks, trailers and
related products, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least
$10 million in assets and liabilities.  Founded in 1905, Beall has
four factories and nine sale branches across the U.S.  The Debtor
has 285 employees, with an average weekly payroll of $300,000.

Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed
six members to the official committee of unsecured creditors.
Ball Janik LLP represents the Committee.


BEALL CORPORATION: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Beall Corporation filed with the Bankruptcy Court for the Northern
District of Oregon its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $14,015,232
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $20,670,710
  E. Creditors Holding
     Unsecured Priority
     Claims                                         1,827,513
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $6,293,459
                                 -----------      -----------
        TOTAL                    $14,015,232      $28,791,683

Portland, Oregon-based Beall Corporation, a manufacturer of
lightweight, efficient, and durable tanker trucks, trailers and
related products, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least
$10 million in assets and liabilities.  Founded in 1905, Beall has
four factories and nine sale branches across the U.S.  The Debtor
has 285 employees, with an average weekly payroll of $300,000.

Judge Elizabeth L. Perris presides over the case.  The Debtor has
tapped Tonkon Torp LLP as counsel.

Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed
six members to the official committee of unsecured creditors.
Ball Janik LLP represents the Committee.


BERNARD L. MADOFF: Suits vs. Banks Heard Before Appeals Court
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the U.S. Circuit Court of Appeals in Manhattan on Nov. 21
considered arguments of whether the trustee for Bernard L. Madoff
Investment Securities Inc. can sue financial institutions that
aided the Ponzi scheme.

The appeal, according to the report, turns on a legal principal
called in pari delicto.

The trustee is seeking to revive $30.6 billion in lawsuits against
financial institutions including HSBC Holdings Plc, JPMorgan Chase
& Co., UBS AG, and UniCredit SpA.

The banks persuaded two different federal district judges in New
York to rule that Madoff trustee Irving Picard steps into the
shoes of Madoff and has no more right to sue than Madoff himself.
After an appeal by Mr. Picard, the three-judge Second Circuit
panel heard lawyers on both sides argue for 105 minutes, much
longer than the 20 minutes to 30 minutes typically allotted for an
appeal.  The judges didn't say how they will rule or when, and
their questions didn't indicate which way they are leaning.

Mr. Picard's principal argument is that he's not an ordinary
bankruptcy trustee.  Instead, Mr. Picard contends he has
additional rights and powers bestowed by the Securities Investor
Protection Act, which governs a brokerage liquidation like
Madoff's and provides funds to pay customers' claims as much as
$500,000 each.  The trustee argues he steps into the shoes of
customers, not the Madoff firm.  Mr. Picard contends he's suing
collectively on behalf of customers, not on behalf of the firm.
Because customers wouldn't be precluded from suing by the in pari
delicto rule, neither should he, Mr. Picard reasons.

According to the report, the banks answered pointing to language
in SIPA which they read as saying that Mr. Picard has the same
rights and powers as an ordinary bankruptcy trustee and thus is
barred from suing.  The Securities Investor Protection Corp.
joined Mr. Picard on the appeal and argued that it has separate
powers in SIPA allowing it to sue even if the trustee can't.  The
banks again referred to the statute and cases saying SIPC doesn't
have the right.

The appeals in the court of appeals with regard to HSBC, JPMorgan
and UBS are, respectively, 11-05175, 11-05044, and 11-05051, 2nd
U.S. Circuit Court of Appeals (Manhattan).  The HSBC suit in U.S.
District Court is Picard v. HSBC Bank Plc, 11-763, U.S. District
Court, Southern District of New York (Manhattan).  The UBS suit in
district court is Picard v. UBS AG, 11-04213, in the same court.
The JPMorgan lawsuit in district court is Picard v. JPMorgan Chase
& Co., 11-00913, in the same court. The JPMorgan lawsuit in
bankruptcy court was Picard v. JPMorgan Chase & Co., 10-04932,
U.S. Bankruptcy Court, Southern District of New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

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.


BLUEGREEN CORP: Reports $14.4 Million Net Income in 3rd Quarter
---------------------------------------------------------------
Bluegreen Corporation reported net income of $14.39 million on
$126.03 million of revenue for the three months ended Sept. 30,
2012, compared with net income of $9.57 million on $111.71 million
of revenue for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $38.08 million on $340.71 million of revenue, compared
with a net loss of $11.85 million on $305.43 million of revenue
for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $1.06
billion in total assets, $720.24 million in total liabilities and
$340.77 million in total shareholders' equity.

John M. Maloney Jr., president and chief executive officer of
Bluegreen, commented, "We performed well in the third quarter of
2012, as evidenced by growth at both our traditional VOI and fee-
based services businesses, as well as increases in sales tours and
sale-to-tour conversion ratios.  Our fee-based services business
represented approximately 39% and 37% of total system-wide VOI
sales for the three and nine months ended September 30, 2012,
respectively, up from approximately 37% and 34% in the same
respective periods last year.  In September, we completed the sale
of $100 million of investment-grade timeshare loan-backed notes in
a term securitization transaction.  This transaction allowed us to
refinance at a 2.94% fixed interest rate receivables that were
previously pledged under certain of our variable-rate credit
facilities, and create approximately $60 million of additional
availability under existing receivable-backed credit facilities.
Through the first nine months of 2012, we generated free cash flow
(defined as cash flow from operating and investing activities)of
$138.7 million (including $27.8 million of proceeds from the sale
of Bluegreen Communities, prior to the payment of $22.7 million of
Bluegreen Communities' debt and related fees) and reduced
outstanding debt by approximately $107.3 million."

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

                        http://is.gd/xyvQg8

                       About Bluegreen Corp.

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

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

                           *     *     *

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


BROADWAY FINANCIAL: Files Form 10-Q, Incurs $613K Net Loss in Q3
----------------------------------------------------------------
Broadway Financial Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $613,000 on $4.72 million of total interest income for
the three months ended Sept. 30, 2012, compared with a net loss of
$7.53 million on $6.24 million of total interest income for the
same period during the prior year.

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

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

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

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

                        http://is.gd/wuUeZx

                      About Broadway Financial

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

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

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

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

                        Bankruptcy Warning

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


CAPABILITY RANCH: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Capability Ranch, LLC, filed with the U.S. Bankruptcy Court for
the District of Nevada its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $50,000,000
  B. Personal Property              $253,785
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $88,315,128
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $160,890
                                 -----------      -----------
        TOTAL                    $50,253,785      $88,476,018

A copy of the schedules is available for free at
http://bankrupt.com/misc/CAPABILITY_RANCH_sal.pdf

                      About Capability Ranch

Las Vegas-based Capability Ranch, LLC, fdba Monroe Property
Company, LLC, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case
No. 12-21121) on Sept. 21, 2012.  Bankruptcy Judge Bruce A.
Markell presides over the case.  Thomas H. Fell, Esq., at Gordon
Silver, serves as the Debtor's counsel.

Capability Ranch estimated assets and debts of $50 million to
$100 million.  The Debtor said it owns property on 40060 Paws Up
Road in Greenough, Montana.  The property is a 37,000-acre luxury
Montana ranch and Montana resort.  According to
http://www.pawsup.com/, The Resort at Paws Up has 28 luxury
vacation homes and 24 luxury camping tents.  The resort offers
horseback riding, fly fishing, and spa treatments.

No request has been made for the appointment of a trustee or
examiner, and no official committees have been established.


CAPITOL BANCORP: Inks Stipulation Resolving Michigan's Objection
----------------------------------------------------------------
Capitol Bancorp Ltd., Financial Commerce Corporation and the State
of Michigan Department of Treasury entered into a stipulation
resolving Michigan's objection to the confirmation of the amended
and restated Prepackaged Joint Plan of Reorganization proposed by
the Debtor Capitol and Financial Commerce.

Michigan and the Debtors have agreed to resolve the objection by
inclusion of the language in any order confirming the Amended and
Restated Prepackaged Plan.

The provisions to be included in order confirming plan, includes,
among other things;

   a) Provision relating to interest rate on taxes: the Debtors
have filed an appeal of their Michigan Business Tax assessment to
the Michigan Tax Tribunal.  In the event it is finally determined
that Debtors owe administrative, secured and priority tax debt,
Debtors will pay interest as determined under applicable non-
bankruptcy law.  The interest rate for the State of Michigan will
be the rate in effect as of the date of confirmation, and will
accrue commencing on the Effective Date of the Plan.  The Debtors
will pay the taxes within 30 days after the liability for the
taxes are finally resolved, including all appeals and under
Section 505 of the Bankruptcy Code.

   b) Provision for Curing or Waiving Defaults: Upon the failure
of the Debtors to make any payments due on a priority or secured
tax claim that is not cured within 30 days of a written notice of
default by the tax creditor, the tax creditor may exercise all
rights and remedies available under non-bankruptcy law for the
collection of its entire claim, or seek appropriate relief in the
Court.

   c) Provision Limiting the Scope of Exculpation: Notwithstanding
any provision to the contrary in this Confirmation Order, the
Disclosure Statement, the Plan or any Plan document, nothing will
(1) affect the ability of the State of Michigan or the IRS to
pursue, to the extent allowed by non-bankruptcy law, any non-
debtors for any liabilities that may be related to any tax
liabilities owed by the Debtors, or (2) affect the rights of the
State of Michigan or the IRS to assert setoff and recoupment, and
the rights are expressly preserved.  Moreover, the Debtors agree
that they will timely file or cause to be filed all required state
tax returns and will otherwise comply with the provisions of the
State of Michigan Tax Code and the Internal Revenue Code.

As reported in the Troubled Company Reporter on Oct. 18, 2012, the
Hon. Marci McIvor of the U.S. Bankruptcy Court for the Eastern
District of Michigan approved a stipulation continuing until
Dec. 4, 2012, at 10:30 a.m., the combined hearing on the adequacy
of the disclosure statement and confirmation of Capitol Bancorp's
plan.

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.


CENTRAL EUROPEAN: Reports $35.7 Million Net Income in 3rd Quarter
-----------------------------------------------------------------
Central European Distribution Corporation reported net income
attributable to the Company of $35.76 million on $401.11 million
of sales for the three months ended Sept. 30, 2012, compared with
a net loss attributable to the Company of $848.73 million on
$432.94 million of sales for the same period during the prior
year.

For the nine months ended Sept. 30, 2012, the Company reported net
income attributable to the Company of $8.26 million on $1.12
billion of sales, compared with a net loss attributable to the
Company of $854.10 million on $1.17 billion of sales for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$1.98 billion in total assets, $1.73 billion in total liabilities,
$29.44 million in temporary equity, and $210.78 million in total
stockholders' equity.

"In spite of the challenges faced by the company during this
period, the changes in operational management and controls are
starting to produce improved operating results.  The efforts we
have put into better execution of our pricing policy and focus on
more profitable product mix in all of our key markets resulted in
improvement of our comparable gross margin and significant
increase of our comparable operating profit," commented David
Bailey, CEO of CEDC.

A copy of the press release announcing the financial results is
available for free at http://is.gd/4uJkRS

                       Non-Compliance Notice

On Nov. 14, 2012, CEDC received a letter from the Nasdaq Listing
Qualifications Department stating that, since CEDC has not yet
filed its Form 10-Q for the period ended Sept. 30, 2012, it no
longer complies with Nasdaq Listing Rule 5250(c)(1).  The letter
states that CEDC has until Jan. 8, 2013, to submit a plan to
regain compliance and that, if it accepts CEDC's plan, Nasdaq can
grant an exception until May 8, 2013, for CEDC to regain
compliance.  CEDC intends to file its Form 10-Q for the period
ended Sept. 30, 2012, with the Securities and Exchange Commission
as soon as practicable and expects to regain compliance with
Nasdaq Listing Rule 5250(c)(1) upon that filing.

                    Open Letter to Shareholders

On Nov. 16, 2012, CEDC filed an open letter to shareholders from
the special committee of the board of directors of CEDC in
response to the letter from Mr. Roustam Tariko to investors in
CEDC filed by Mr. Tariko, a copy of which is available at:

                        http://is.gd/Z24nnB

On Nov. 10, 2012, Gerry W. Grace and Jeffrey W. Aldrich resigned
as directors of Central Federal Corporation and CFBank.  On
Nov. 13, 2012, Jerry F. Whitmer resigned as a director of Central
Federal Corporation and CFBank.  On Nov. 14, 2012, William R.
Downing resigned as a director of Central Federal Corporation and
CFBank.

                             About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

Ernst & Young Audit sp. z o.o., in Warsaw, Poland, expressed
substantial doubt about Central European'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
certain of the Company's credit and factoring facilities are
coming due in 2012 and will need to be renewed to manage its
working capital needs.

                             Liquidity

Certain credit and factoring facilities are coming due in 2012,
which the Company expects to renew.  Furthermore, the Company's
Convertible Senior Notes are due on March 15, 2013.  The Company's
current cash on hand, estimated cash from operations and available
credit facilities will not be sufficient to make the repayment of
principal on the Convertible Notes and, unless the transaction
with Russian Standard Corporation is completed the Company may
default on them.  The Company's cash flow forecasts include the
assumption that certain credit and factoring facilities that are
coming due in 2012 will be renewed to manage working capital
needs.  Moreover, the Company had a net loss and significant
impairment charges in 2011 and current liabilities exceed current
assets at June 30, 2012.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

The transaction with Russian Standard Corporation is subject to
certain risks, including shareholder approval which may not be
obtained.  The Company's 2012 Annual Meeting of Stockholders,
which was postponed due to the need to restate the Company's
financial statements, is expected to be held as soon as
practicable.  The Company believes that if the transaction is
completed as scheduled, the Convertible Notes will be repaid by
their maturity date, which would substantially reduce doubts about
the Company's ability to continue as a going concern.

                           *     *     *

As reported by the TCR on Aug. 10, 2012, Standard & Poor's Ratings
Services kept on CreditWatch with negative implications its 'CCC+'
long-term corporate credit rating on U.S.-based Central European
Distribution Corp. (CEDC), the parent company of Poland-based
vodka manufacturer CEDC International sp. z o.o.

"The CreditWatch status reflects our view that uncertainties
remain related to CEDC's ongoing accounting review and that
CEDC's liquidity could further and substantially weaken if there
was a breach of covenants which could lead to the acceleration of
the payment of the 2016 notes, upon receipt of a written notice
of 25% or more of the noteholders," S&P said.

In the Oct. 9, 2012, edition of the TCR, Moody's Investors Service
has downgraded the corporate family rating (CFR) and probability
of default rating (PDR) of Central European Distribution
Corporation (CEDC) to Caa2 from Caa1.

"The downgrade reflects delays in CEDC securing adequate
financing to repay its US$310 million of convertible notes due
March 2013 which are increasing Moody's concerns that the
definitive agreement for a strategic alliance between CEDC and
Russian Standard Corporation (Russian Standard) might not
conclude at the current terms," says Paolo Leschiutta, a Moody's
Vice President - Senior Credit Officer and lead analyst for CEDC.


CHINA PRECISION: Incurs $4.2 Million Net Loss in Sept. 30 Quarter
-----------------------------------------------------------------
China Precision Steel, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $4.22 million on $5.95 million of sales revenues for
the three months ended Sept. 30, 2012, compared with a net loss of
$1.07 million on $42.16 million of sales revenues for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $184.06
million in total assets, $68.13 million in total liabilities, all
current, and $115.93 million in total stockholders' equity.

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

                        http://is.gd/3axDqQ

                       About China Precision

China Precision Steel Inc. is a niche precision steel processing
company principally engaged in the production and sale of high
precision cold-rolled steel products and provides value added
services such as heat treatment and cutting medium and high carbon
hot-rolled steel strips.  China Precision Steel's high precision,
ultra-thin, high strength (7.5 mm to 0.05 mm) cold-rolled steel
products are mainly used in the production of automotive
components, food packaging materials, saw blades and textile
needles.  The Company primarily sells to manufacturers in the
People's Republic of China as well as overseas markets such as
Nigeria, Thailand, Indonesia and the Philippines. China Precision
Steel was incorporated in 2002 and is headquartered in Sheung Wan,
Hong Kong.

China Precision reported a net loss of $16.94 million for the year
ended June 30, 2012, compared with net income of $256,950 during
the prior fiscal year.

Moore Stephens, in Hong Kong, issued a "going concern"
qualification on the consolidated financial statement for the year
ended June 30, 2012.  The independent auditors noted that the
Company has suffered a very significant loss in the year ended
June 30, 2012, and defaulted on interest and principal repayments
of bank borrowings that raise substantial doubt about its ability
to continue as a going concern.


CHILE MINING: Delays Form 10-Q for Sept. 30 Quarter
---------------------------------------------------
Chile Mining Technologies, Inc., was unable to file its Form 10-Q
with the U.S. Securities and Exchange Commission within the
prescribed time period without unreasonable effort or expense due
to the fact that the audit of the Company's financial statements
for the period ended Sept. 30, 2012, has not been completed.  The
Company anticipates that it will file its Form 10-Q within the
five-day grace period provided by Exchange Act Rule 12b-25.

                        About Chile Mining

Chile Mining Technologies Inc. is a mineral extraction company
based in the Republic of Chile, with copper as its principal "pay
metal."  Its founders, Messrs. Jorge Osvaldo Orellana Orellana and
Jorge Fernando Pizarro Arriagada, have refined the electrowin
process in a way that permits the electrowin process to be used at
a relatively small mine and/or tailings sites.  Electrowinning is
a process in which positive and negative electrodes are placed in
an acidic solution containing copper ions, and an electric current
passed through the solution causes the copper to be deposited on
the negative electrodes so that it can be collected.

Schwartz Levitsky Feldman LLP, in Toronto, Ontario, Canada,
expressed substantial doubt about Chile Mining's ability to
continue as a going concern following the fiscal year ended
March 31, 2012, annual report.  The independent auditors noted
that the continuance of the Company is dependent upon its ability
to obtain financing and upon future profitable operations from the
production of copper.

The Company reported a net loss of US$3.95 million on US$433,554
of sales in fiscal 2012, compared with a net loss of
US$7.25 million on US$188,227 of sales in fiscal 2011.

The Company's balance sheet at June 30, 2012, showed US$7.64
million in total assets, US$9.11 million in total liabilities and
a US$1.47 million stockholders' deficiency.


CHINA TEL GROUP: Securities Sale Exceeds Threshold
--------------------------------------------------
Since its most recent report filed on any of Forms 8-K, 10-K or
10-Q, VelaTel Global Communications, Inc., formerly known as China
Tel Group Inc., has made sales of unregistered securities, namely
shares of the Company's Series A common stock and shares of the
Company's Series B common stock and warrants granting the holder a
right to acquire one Series A Share for each warrant.  The Company
disclosed that the aggregate number of Series A Shares sold
exceeds 5% of the total number of those shares issued and
outstanding as of the Company's latest filed Report in which the
Sale of Series A Shares was reported, on Form 8-K filed on
Nov. 6, 2012.

On Nov. 7, 2012, the Company issued 3,036,437 Series A Shares and
3,036,437 Warrants to Isaac Organization, Inc., in partial payment
of a promissory note in the amount of $500,000 in favor of Isaac.
Each Warrant has an exercise price of $0.0247 and an exercise term
of three years.  This sale of Shares resulted in a principal
reduction of $75,000 in notes payable of the Company, and payment
of $0 of accrued interest.

On Nov. 7, 2012, the Company issued 5,243,446 Series A Shares and
5,243,446 Warrants to America Orient, LLC, in partial payment of a
promissory note in the amount of $500,000 in favor of Isaac and
assigned to America Orient.  Each Warrant has an exercise price of
$0.0267 and an exercise term of three years.  This sale of Shares
resulted in a principal reduction of $140,000 in notes payable of
the Company, and payment of $0 of accrued interest.

On Nov. 7, 2012, the Company issued 3,475,843 Series A Shares and
3,475,843 Warrants to David S. McEwen in partial payment of a line
of credit promissory note of up to $1,052,631 in favor of McEwen.
Each Warrant has an exercise price of $0.02877 and an exercise
term of three years.  This sale of Shares resulted in a principal
reduction of $100,000 in notes payable of the Company, and payment
of $0 of accrued interest.

On Nov. 7, 2012, the Company issued 3,302,051 Series A Shares and
3,302,051 Warrants to Ryan Alvarez in partial payment of a line of
credit promissory note of up to $1,052,631 in favor of Weal Group,
Inc., and partially assigned to Ryan Alvarez.  Each Warrant has an
exercise price of $0.02877 and an exercise term of three years.
This sale of Shares resulted in a principal reduction of $95,000in
notes payable of the Company, and payment of $0 of accrued
interest.

On Nov. 14, 2012, the Company issued 941,915 Series A Shares and
941,915 Warrants to McEwen in partial payment of a line of credit
promissory note of up to $1,052,631 in favor McEwen.  Each Warrant
has an exercise price of $0.03185, and an exercise term of three
years.  This sale of Shares resulted in a principal reduction of
$30,000 in notes payable of the Company, and payment of $0 of
accrued interest.

On Nov. 7, 2012, the Company issued 10,000,000 Series B Shares to
Colin Tay, the Company's President.

On Nov. 14, 2012, the Company issued 2,800,000 Shares to Ironridge
Global IV, Ltd.  The Fourth Issuance was pursuant to an Order for
Approval of Stipulation for Settlement of Claims between the
Company and Ironridge, in settlement of $1,367,693 of accounts
payable of the Company which Ironridge had purchased from certain
creditors of the Company, in an amount equal to the Assigned
Accounts, plus fees and costs.

As of Nov. 15, 2012, and immediately following the issuances
described above, the Company has 77,046,807 shares of its Series A
common stock outstanding, with a par value of $0.001, and
20,000,000 shares of its Series B common stock outstanding, with a
par value of $0.001.

A copy of the Form 8-K is available for free at:

                        http://is.gd/fSFYhy

                          About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

After auditing the 2011 results, Kabani & Company, Inc., in Los
Angeles, California, expressed substantial doubt as to the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred a net loss for the
year ended Dec. 31, 2011, cumulative losses of $254 million since
inception, a negative working capital of $16.4 million and a
stockholders' deficiency of $9.93 million.

The Company reported a net loss of $21.79 million in 2011,
compared with a net loss of $66.62 million in 2010.

The Company's balance sheet at June 30, 2012, showed $15.91
million in total assets, $20.01 million in total liabilities and a
$4.09 million total stockholders' deficiency.


CIMA L.L.C: Administrator Seeks Dismissal of Chapter 11 Case
------------------------------------------------------------
Travis M. Bedsole, Jr., the bankruptcy administrator for the
Southern District of Alabama, asks the Court to dismiss the
chapter 11 case of CIMA, L.L.C.

According to the Bankruptcy Administrator, the Debtor has failed
to comply with the Order entered by the Court on Dec. 7, 2011, by
failing to file the BA-2 quarterly fee statement for September
2012, and the quarterly fees due for September 2012.

                        About CIMA L.L.C.

Based in Ft. Lauderdale, Florida, CIMA, L.L.C., is the developer
and current owner of a 200-acre parcel of land located in Mobile,
Alabama, with frontage on Interstate 10, a major thoroughfare.
The parcel has been subdivided into parcels, and some
infrastructure work has been done.

CIMA filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
11-33279) on Aug. 22, 2011, disclosing $18,876,064 in assets and
$10,535,230 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Raymond B. Ray later approved a request by the
secured creditor to transfer the case to Alabama (Bankr. S.D. Ala.
11-04981).  Chief Bankruptcy Judge Margaret A. Mahoney now
oversees the case.  Leslie Gern Cloyd, Esq., at Berger Singerman,
P.A., represents the Debtor.  Ronald F. Suber, Attorney at Law,
acts as local counsel.

When it filed for bankruptcy, CIMA said it was finalizing plans
with one or more investor groups for further development of its
parcel.


CLARE OAKS: Access to Cash Collateral Expires Nov. 30
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Clare Oaks' third amendment to the March 8, 2012 final
order regarding use of cash collateral and adequate protection.

The Court ordered that the Debtor's access to the cash collateral
is extended until Nov. 30, 2012, and upon payment to the DIP
lender on or prior to Nov. 30, of an additional fee in an amount
of $60,000, the Plan Effective Milestone Date, without further
action by any person or order of the Court, will be further
extended to Dec. 31, and the maturity date of the DIP financing
will likewise be further extended to Dec. 31, after the entry of
the order

Sovereign Bank, N.A., and Wells Fargo Bank, National Association,
in its capacity as Master Trustee under the Master Indenture have
consented to the relief granted.

                         About Clare Oaks

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

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

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

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

The Debtor intends to sell its Clare Oaks Campus to ER Propco Co,
LLC aka Evergreen for $16,000,000, subject to higher and better
offers.

The Debtor's Plan provides that bondholders are settling aside
some cash that could pay as much as 2.7% on $1.9 million in
unsecured debt.  For a projected 45% recovery, bondholders will
receive $40 million in new second-lien bonds that will pay
interest only at 4% for 15 years.  The Plan is scheduled for
confirmation on Oct. 25, 2012.

The report notes that emergence from Chapter 11 will be financed
by a $12 million first-lien secured loan provided by some of the
bondholders.


CLARE OAKS: Wants CLA to Study Feasibility of Creditors' Plan
-------------------------------------------------------------
Clare Oaks asks the U.S. Bankruptcy Court for the Northern
District of Illinois to amend the amended order authorizing the
employment of CliftonLarsonAllen LLP as accountants.

As reported in the Troubled Company Reporter on Oct. 12, 2012, the
Court entered an amended order authorizing Clare Oaks to employ
CliftonLarsonAllen LLP as accountants.  The bankruptcy judge
approved the original engagement letters with CLA and the
supplemental engagement letter.  The order also provides that CLA,
as accountants, will perform services effective retroactively to
Dec. 5, 2011.

The Debtor, in its supplemental motion, states that secured
creditors, Wells Fargo Bank, National Association, as master
trustee, and Sovereign Bank, N.A., have filed a Third Amended Plan
of Reorganization that contemplates a reorganization of the Debtor
via the issuance of Series 2012 Bonds and an exchange of Series
2006 Bonds for Series 2012 Bonds by the Series 2006 Bondholders.

In order to issue the Series 2012 Bonds, the Illinois Finance
Authority requires that the Debtor provide a feasibility study and
report regarding certain financial forecasts made by the Debtor.

In this relation, the Debtor proposes to amend the employment
order to approve an engagement letter with CLA and to authorize
CLA to conduct the required feasibility study, including an
examination of the Debtor's financial forecast for the purpose of
issuing a report stating whether (1) the Debtor's financial
forecast is presented in conformity with applicable guidelines
established by the American Institute of Certified Public
Accountants, and (2) the Debtor's assumptions provide a reasonable
basis for its forecast.

The Debtor also requests that the Court approve these rates:

  Professional             Hourly Rate    Hourly Rate in Original
  ------------             -----------    /First Supplemental
                                          Engagement Letters
                                          -----------------------
Gail Miller -
  Engagement Partner           $325           N/A (new)
Mario McKenzie -
  Concurring Partner           $355           N/A (new)
Chad Kunze - Audit
  Advisory Partner             $295           Same
Chris Piche - Quality and
  Technical Partner            $385           Same
John Richter - Engagement
  Advisory Partner             $405           N/A (new)
Steve Kuhns -
  Engagement Director          $240           N/A (new)
Tom Melchior - Market
  Research Manager             $280           N/A (new)
Cynthia Schroer - Market
  Research Senior              $195           N/A (new)
Lars Johnson - Financial
  Analysis Manager             $240           N/A (new)
Jen Burkholder - Financial
   Analysis Staff              $155           N/A (new)
Other CLA Consultants
  (Clinical, Nursing,
   Billing, etc.)            $275 - $400      N/A (new)
Client Service
  Assistants                  $80 - $145      $80 - $105

CLA has provided a fee estimate of $110,000 for the feasibility
study services.  The Debtor requests that the amended employment
order authorize the Debtor to pay CLA up to an additional $110,000
in connection with the services described in the Second
Supplemental Engagement Letter.  CLA has acknowledged and
understands that its fees and reimbursement of its costs are
subject to review and approval by the Court.

                         About Clare Oaks

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

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

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

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

The Debtor intends to sell its Clare Oaks Campus to ER Propco Co,
LLC aka Evergreen for $16,000,000, subject to higher and better
offers.

The Debtor's Plan provides that bondholders are settling aside
some cash that could pay as much as 2.7% on $1.9 million in
unsecured debt.  For a projected 45% recovery, bondholders will
receive $40 million in new second-lien bonds that will pay
interest only at 4% for 15 years.  The Plan is scheduled for
confirmation on Oct. 25, 2012.

The report notes that emergence from Chapter 11 will be financed
by a $12 million first-lien secured loan provided by some of the
bondholders.


CLARE OAKS: Wants to Amend Employment Contract of B.C. Ziegler
--------------------------------------------------------------
Clare Oaks asks the U.S. Bankruptcy Court for the Northern
District of Illinois to amend its order authorizing the employment
B.C. Ziegler and Company as investment banker and financial
advisor.

The Debtor notes that Third Amended Plan of Reorganization
contemplates a reorganization of the Debtor by, among other
things, the issuance of Series 2012 Bonds and an exchange of
Series 2006 Bonds for Series 2012 Bonds by the Series 2006
Bondholders.

Before issuing the 2012 Bonds, the Illinois Finance Authority
requires that the Debtor employ an underwriter for the Series
2012A Bonds and a dealer/manager for the Series 2012B and 2012C
Bonds. B.C. Ziegler and Company, the Debtor's financial advisor,
has agreed to serve the Debtor in those capacities without seeking
additional compensation for the services.  BCZ has requested that
the Debtor pay BCZ's out of pocket expenses incurred by BCZ on the
Debtor's behalf.

In this relation, the Debtor proposes to amend the employment
order to approve an Amendment to Letter Agreement with BCZ and to
specifically authorize BCZ to perform the underwriter and
dealer/manager services and incur the additional expenses.

The Debtor has engaged BCZ to render financial advisory and
investment banking services in connection with the possible sale,
merger, affiliation, lease, recapitalization, debt restructuring,
or other similar transaction that materially alters the capital
structure of the Debtor or the senior housing community doing
business as Clare Oaks.

BCZ agreed to, among other things:

   -- prepare materials suitable for distribution and presentation
      to potential investors; and

   -- assist the Debtor in structuring, negotiating and closing
      the transaction.

The Debtor will pay a transaction success fee upon the closing of
a transaction, which is 1.5% of aggregate consideration in the
event of an asset sale or affiliation and 0.50% of the par amount
of current pay or deferred pay bonds payable in the event of a
restructuring or exchange offer.  The transaction success fee will
not be greater than $550,000.

Additionally, the Debtor agreed to reimburse BCZ for all of its
out-of-pocket expenses.

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

                         About Clare Oaks

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

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

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

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

The Debtor intends to sell its Clare Oaks Campus to ER Propco Co,
LLC aka Evergreen for $16,000,000, subject to higher and better
offers.

The Debtor's Plan provides that bondholders are settling aside
some cash that could pay as much as 2.7% on $1.9 million in
unsecured debt.  For a projected 45% recovery, bondholders will
receive $40 million in new second-lien bonds that will pay
interest only at 4% for 15 years.  The Plan is scheduled for
confirmation on Oct. 25, 2012.

The report notes that emergence from Chapter 11 will be financed
by a $12 million first-lien secured loan provided by some of the
bondholders.


COMPETITIVE TECHNOLOGIES: Incurs $596,800 Net Loss in 3rd Quarter
-----------------------------------------------------------------
Competitive Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $596,889 on $310,867 of product sales for the three
months ended Sept. 30, 2012, compared with a net loss of $537,665
on $1.19 million of product sales for the same period a year ago.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $2.33 million on $703,113 of product sales, compared
with a net loss of $1.84 million on $3.33 million of product sales
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $4.70
million in total assets, $8.06 million in total liabilities and a
$3.35 million total shareholders' deficit.

"The Company incurred operating losses for the past six quarters,
having produced marginal net income in the first quarter of 2011,
after having incurred operating losses each quarter since fiscal
2006.  The Company has taken steps to significantly reduce its
operating expenses going forward and expects revenue from sales of
Calmare medical devices to grow.  However, even at the reduced
spending levels, should the anticipated increase in revenue from
sales of Calmare devices not occur the Company may not have
sufficient cash flow to fund operating expenses beyond the first
quarter of calendar 2013.  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 for free at:

                        http://is.gd/wvgWkd

Competitive Technologies experienced delays in completing its
financial statements for the fiscal quarter ended Sept. 30, 2012.
As a result, the Company was delayed in filing its Form 10-Q for
the quarter then ended.

                  About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

After auditing the 2011 results, Mayer Hoffman McCann CPAs, in New
York, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred operating losses since fiscal year 2006.

The Company reported a net loss of $3.59 million in 2011.  The
Company reported a net loss of $2.40 million on $163,993 of
product sales for the five months ended Dec. 31, 2010.

The Company's balance sheet at June 30, 2012, showed $4.66 million
in total assets, $7.65 million in total liabilities, and a
$2.99 million total shareholders' deficit.


CORNERSTONE BANCSHARES: Cash Dividend Payment Date on Nov. 28
-------------------------------------------------------------
Cornerstone Bancshares, Inc., announced the payment date of
Nov. 28, 2012, for a cash dividend in the amount of $0.625 per
share for its Series A Convertible Preferred Stock for all
shareholders of record as of June 30, 2012.

                    About Cornerstone Bancshares

Chattanooga, Tenn.-based Cornerstone Bancshares, Inc., is a bank
holding company.  Its wholly-owned subsidiary, Cornerstone
Community Bank, is a Tennessee-chartered commercial bank with five
full-service banking offices located in Hamilton County,
Tennessee.

Cornerstone said in its 2011 annual report that as of Dec. 31,
2011, the Company had one loan, currently being serviced by
Midland Loan Services for the FDIC, which totaled approximately $3
million.  The loan contains certain compliance covenants which
include stated minimum or maximum target amounts for Cornerstone's
capital levels, the Bank's capital levels, nonperforming asset
levels at the Bank and the ability of Cornerstone to meet the
required debt service coverage ratio, which is computed on the
four most recent consecutive fiscal quarters.  Due to the level of
nonperforming assets of the Bank and not currently meeting the
required debt service coverage ratio, Cornerstone was not in
compliance with these two covenants at Dec. 31, 2011.  However,
Cornerstone had previously obtained waivers through Dec. 31, 2011.
During March 2012, Cornerstone obtained from the FDIC a waiver of
the covenant compliance requirements through Dec. 31, 2012,
granted that all payments are made in accordance with the
aforementioned repayment schedule.  However, if the Company is
unable to comply with those covenants or obtain an additional
waiver from the lender for violations that occur after Dec. 31,
2012, if any, the lender may declare the loan in default and take
possession of the Bank's common stock.  If this event were to
occur, Cornerstone's assets and operations would be substantially
reduced and therefore its ability to continue as a going concern
would be in substantial doubt.

Cornerstone reported net income of $1.03 million in 2011, compared
with a net loss of $4.70 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $425.17
million in total assets, $387.05 million in total liabilities and
$38.12 million in total stockholders' equity.


DBSI INC: Wavetronix Barred From Interfering With Trust
-------------------------------------------------------
Bankruptcy Judge Peter J. Walsh directed Wavetronix, LLC, to cease
interfering with the administration of the liquidating trust
established under the confirmed Second Amended Joint Chapter 11
Plan of Liquidation Filed by the Chapter 11 Trustee and the
Official Committee of Unsecured Creditors for DBSI Inc.  Judge
Walsh also directed Wavetronix to provide required financial
information, includilng Wavetronix's 2011 federal and state tax
returns and any supporting schedules, attachments and exhibits.
Conrad Myers, the trustee for the DBSI Liquidating Trust and the
Trust Oversight Committee made the request.  According to Judge
Walsh, Wavetronix is withholding information that is necessary to
the conduct of the Trustee's fiduciary duties.  The judge also
held that if the Trustee requires information related to the
current financial condition of Wavetronix in addition to that
produced as required in the Court's order, then Wavetronix is
ordered to appear for an examination pursuant to Bankruptcy Rule
2004 and Local Rule 2004-1, to the extent necessary.

A copy of Judge Walsh's Nov. 20, 2012 Order is available at
http://is.gd/tiYY8ofrom Leagle.com.

                          About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.  On Nov. 10, 2008, and other
subsequent dates, DBSI and 180 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
DBSI estimated assets and debts between $100 million and
$500 million as of the Chapter 11 filing.

Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP, as its bankruptcy counsel.
Kurtzman Carson Consultants LLC is the Debtors' notice claims and
balloting agent.

Joshua Hochberg, a former head of the Justice Department fraud
unit, served as an Examiner and called the seller and servicer of
fractional interests in commercial real estate an "elaborate shell
game" that "consistently operated at a loss" in his report
released in October 2009.  McKenna Long & Aldridge LLP was counsel
to the Examiner.

On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order
appointing James R. Zazzali as Chapter 11 trustee for the Debtors'
estates.  On Oct. 26, 2010, the trustee won confirmation of the
Second Amended Joint Chapter 11 Plan of Liquidation for DBSI,
paving the way for it to pay creditors and avoid years of
expensive litigation over its complex web of affiliates.  The
plan, which was declared effective Oct. 29, 2010, was co-proposed
by DBSI's unsecured creditors committee.

Pursuant to the confirmed Chapter 11 plan, the DBSI Real Estate
Liquidating Trust was established as of the effective date and
certain of the Debtors' assets, including the Debtors' ownership
interest in Florissant Market Place was transferred to the RE
Trust.  Mr. Zazzali and Conrad Myers were appointed as the post-
confirmation trustees.  Messrs. Zazzali and Myers are represented
by lawyers at Blank Rime LLP and Gibbons P.C.


DEWEY & LEBOEUF: Files Liquidating Plan Based on Settlement
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Dewey & LeBoeuf LLP submitted a proposed liquidating
Chapter 11 plan on Nov. 21 based on a newly proposed settlement
between secured lenders and the law firm's official creditors'
committee.

According to the report, the plan also incorporates a settlement
approved by the bankruptcy court in October where 440 former
partners will receive releases in return for $71.5 million in
contributions.  There will be a Jan. 3 hearing for approval of the
explanatory disclosure statement.

The report relates that the plan offers secured lenders an
approved secured claim for $261.9 million, along with an approved
unsecured $100 million deficiency claim for the shortfall in
collections on their collateral.  The proposed disclosure
materials state that there are $285 million in listed claims by
unsecured creditors.  The disclosure statement doesn't yet include
predicted percentage recoveries for secured or unsecured
creditors.

The report relates that in the new lender settlement, secured
creditors would permit $54 million in collection of accounts
receivable to be utilized in the liquidation.  From the first
$67.5 million collected in the partners' settlement, the plan
offers 80% to secured lenders, with the remaining 20% earmarked
for unsecured creditors.  Collections from the partners settlement
above $67.5 million would be split 50-50 between secured and
unsecured creditors.

The report notes that the settlement calls for secured creditors
to receive no distribution on the $100 million deficiency claim
from the first $67.5 million from the partners' settlement.  If
secured lenders don't agree to release partners, they receive
nothing from the partners' settlement payments.  From collection
of other assets -- such as insurance, claims against firm
management and lawsuits -- the plan divides proceeds, with lenders
receiving 60% to 70% and unsecured creditors taking the remainder.

                      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.


DIGITAL DOMAIN: Brown Rudnick Approved as Committee Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Digital Domain Media Group, Inc. et al., to retain Brown
Rudnick LLP as its counsel.

Brown Rudnick will provide these professional services:

  a. assisting and advising the Committee in its discussions with
     the Debtors and other parties-in-interest regarding the
     overall administration of the Debtors' cases;

  b. representing the Committee at hearings to be held before the
     Bankruptcy Court and communicating with the Committee
     regarding the matters heard and the issues raised as well as
     the decisions and considerations of the Court;

  c. assisting and advising the Committee in its examination and
     analysis of the conduct of the Debtors' affairs; and

  d. reviewing and analyzing pleadings, orders, schedules, and
     other documents filed and to be filed with the Court by
     parties-in-interest in the Debtors' cases; advising the
     Committee as to the necessity, propriety, and impact of the
     foregoing upon the Chapter 11 cases; and consenting or
     objecting to pleadings or orders on behalf of the Committee,
     as appropriate.

The Committee believes that Brown Rudnick is a disinterested
person, and does not hold or represent an interest to Debtors'
estates with respect to the matters for which Brown Rudnick is to
be employed.

It is anticipated that the primary attorneys who will represent
the Committee are H. Jeffrey Schwartz ($995 hourly rate), Andrew
Dash ($975), and Bennett S. Silveberg ($775).

                        About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and transmedia
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11,
2012, to sell its business for $15 million to Searchlight Capital
Partners LP, subject to higher and better offers.

At the auction on Sept. 21, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.  MDT Executive Management Co., LLC as its
financial advisor.

The company disclosed assets of $205 million and liabilities
totaling $214 million.  Debt includes $40 million on senior
secured convertible notes plus $24.7 million in interest.  There
is another issue of $8 million in subordinated secured convertible
notes.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.  Cassels Brock and
Blackwell LLP serves as Canadian counsel.


DIGITAL DOMAIN: Committee Taps MDT Executive as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Digital Domain Media Group, Inc. et al., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain MDT Executive Management Co., LLC as its financial advisor.

MDT will, among other things:

   a) assist and advise the Committee in developing a general
      strategy with the Chapter 11 cases;

   b) assist the Committee in connection with its assessment of
      the Debtors' cash and liquidity requirements, well as the
      Debtors' financing requirements; and

   c) assist the Committee in connection with its evaluation of
      the Debtor's statements of financial affairs and supporting
      schedules, executory contracts and claims.

Mark D. Thompson, managing member of MDT, will manage MDT's
engagement in the Chapter 11 cases.

The hourly rates of MDT's personnel are:

         Mr. Thompson                      $700
         Analysts and Associates        $250 - $450

To the best of the Committee's knowledge, MDT is a "disinterested
person" as the term is defined in Section 101() of the Bankruptcy
Code.

A hearing on Dec. 4, 2012 at 1 p.m. has been set.  Objections, if
any, were due Nov. 16.

                        About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and transmedia
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11,
2012, to sell its business for $15 million to Searchlight Capital
Partners LP, subject to higher and better offers.

At the auction on Sept. 21, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.  MDT Executive Management Co., LLC as its
financial advisor.

The company disclosed assets of $205 million and liabilities
totaling $214 million.  Debt includes $40 million on senior
secured convertible notes plus $24.7 million in interest.  There
is another issue of $8 million in subordinated secured convertible
notes.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.  Cassels Brock and
Blackwell LLP serves as Canadian counsel.


DIGITAL DOMAIN: Cassels Brock Approved as Canadian Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Digital Domain Media Group, Inc., et al., to employ Cassels Brock
and Blackwell LLP as Canadian counsel.

The professional services that Cassels Brock will render include
representing the Debtors' interests in or in connection with
proceedings in Canada involving the Debtors' affiliate, Digital
Domain Protection (Vancouver) Ltd., including representing that
affiliate in proceedings in Court and in connection with the sale
of the affiliate's Canadian assets and property, obtaining books,
records and other property of the Debtors including those that are
or may be located in Canada, and any other matters requiring the
assistance of Canadian counsel.

The principal Cassels Brock attorneys and paralegals presently
designated to represent the Debtors and their current standard
hourly rates in Canadian funds are:

               Bruce Leonard              C$885
               Deborah S. Grieve          C$820
               David S. Ward              C$760
               Kelly Gerra                C$385
               Eleanor Morris             C$385

To the best of the Debtors' knowledge, Cassels Brock does not hold
or represent any interest adverse to the Debtors' estates, Cassels
is a "disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code, and Cassels Brock's employment is
necessary and in the best interests of the Debtors and their
estates.

                        About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and transmedia
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11,
2012, to sell its business for $15 million to Searchlight Capital
Partners LP, subject to higher and better offers.

At the auction on Sept. 21, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.  MDT Executive Management Co., LLC as its
financial advisor.

The company disclosed assets of $205 million and liabilities
totaling $214 million.  Debt includes $40 million on senior
secured convertible notes plus $24.7 million in interest.  There
is another issue of $8 million in subordinated secured convertible
notes.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.  Cassels Brock and
Blackwell LLP serves as Canadian counsel.


DIGITAL DOMAIN: Court Approves KCC as Information Agent
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order (i) clarifying scope of and establishing procedures in
connection with creditor access to information; and (ii)
authorizing Kurtzman Carson Consultants, LLC, as information agent
for Digital Domain Media Group, Inc., et al.

The Court ordered that the information available on the Official
Committee of Unsecured Creditors Website will include, among other
things:

   -- a link or other form of access to the Debtors' website,
      maintained by KCC in its capacity as the Debtors' claims and
      noticing agent, which will include, among other things, the
      case docket and claims register;

   -- a calendar with upcoming significant events in the cases;
      and

   -- a form to submit questions, comments, and requests for
      access to information.

The Court also ordered that nothing in the order requires the
Committee to provide access to information to any entity that has
not demonstrated to the satisfaction of the Committee or its
professionals that is a holder of a claim.

To the behest of the Committee, the Debtors will make payments to
KCC for costs incurred in connection with the information
procedures.

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and transmedia
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11,
2012, to sell its business for $15 million to Searchlight Capital
Partners LP, subject to higher and better offers.

At the auction on Sept. 21, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.  MDT Executive Management Co., LLC as its
financial advisor.

The company disclosed assets of $205 million and liabilities
totaling $214 million.  Debt includes $40 million on senior
secured convertible notes plus $24.7 million in interest.  There
is another issue of $8 million in subordinated secured convertible
notes.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.  Cassels Brock and
Blackwell LLP serves as Canadian counsel.


DIGITAL DOMAIN: Files Schedules of Assets and Liabilities
---------------------------------------------------------
DDMG Estate, formerly known as Digital Domain Media Group, Inc.,
an affiliate of Digital Domain Medial Group Inc., et al., filed
with the U.S. Bankruptcy Court for the District of Delaware its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $38,134,957
  B. Personal Property           $74,439,331
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $143,192,040
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,303,308
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $16,984,585
                                 -----------      -----------
        TOTAL                   $112,574,288     $161,479,933

Other debtors also filed their respective schedules disclosing:

   Company                                Assets       Liabilities
   -------                                ------       -----------
Tembo Productions, Inc.                       $0       $83,586,422
DDMMI Estate (FKA Mothership
  Media, Inc.)                          $464,868       $83,586,422
DDT Estate (FKA Digital Domain
  Tactical, Inc.)                             $0       $83,586,422
DDPI Estate (FKA Digital Domain
  Productions, Inc.)                 $16,313,743       $90,029,303
Tradition Studios, Inc.                       $0       $83,586,422
DDH Land Holdings, LLC                        $0       $83,586,422
DDH Land Holdings II, LLC                     $0       $83,586,422
DDInt Estate (FKA Digital
  Domain International, Inc.)                 $0       $83,586,422
DDPVC Estate (FKA Digital Domain
  Productions (Vancouver) Ltd.)       $5,487,589       $84,873,185
D2 Software, Inc.                             $0       $83,586,422
DD Estate (FKA Digital Domain)           $14,164       $83,586,422
DDSGI Estate (FKA Digital Domain
  Stereo Group, Inc.)                         $0       $83,586,422
DDI Estate (FKA Digital Domain
  Institute, Inc.)                       $61,580       $83,677,296

Copies of schedules are available for free at:

  http://bankrupt.com/misc/DIGITAL_DOMAIN_d2_sal.pdf
  http://bankrupt.com/misc/DIGITAL_DOMAIN_ddestate_sal.pdf
  http://bankrupt.com/misc/DIGITAL_DOMAIN_ddhlandholdings_sal.pdf
  http://bankrupt.com/misc/DIGITAL_DOMAIN_ddhland_sal.pdf
  http://bankrupt.com/misc/DIGITAL_DOMAIN_ddiestate_sal.pdf
  http://bankrupt.com/misc/DIGITAL_DOMAIN_ddint_sal.pdf
  http://bankrupt.com/misc/DIGITAL_DOMAIN_ddmgestate_sal.pdf
  http://bankrupt.com/misc/DIGITAL_DOMAIN_ddmmi_sal.pdf
  http://bankrupt.com/misc/DIGITAL_DOMAIN_ddpiestate_sal.pdf
  http://bankrupt.com/misc/DIGITAL_DOMAIN_ddpvc_sal.pdf
  http://bankrupt.com/misc/DIGITAL_DOMAIN_ddsgi_sal.pdf
  http://bankrupt.com/misc/DIGITAL_DOMAIN_ddtestate_sal.pdf
  http://bankrupt.com/misc/DIGITAL_DOMAIN_tembo_sal.pdf
  http://bankrupt.com/misc/DIGITAL_DOMAIN_traditionstudios_sal.pdf

                        About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.

At the auction on Sept. 21, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.

The company disclosed assets of $205 million and liabilities
totaling $214 million.  Debt includes $40 million on senior
secured convertible notes plus $24.7 million in interest.  There
is another issue of $8 million in subordinated secured convertible
notes.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.


DIGITAL DOMAIN: Gets Final OK to Obtain DIP Loan from Hudson Bay
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, Digital Domain Media Group, Inc., et al., to

   -- obtain postpetition superpriority financing from Hudson Bay
      Master Fund Ltd., as agent on behalf of the DIP lenders; and

   -- use cash collateral.

The Debtor would use the DIP loans to maximize and preserve the
value of their businesses pending the sale of substantially all of
their assets, and satisfy payroll obligations and other working
capital and general corporate purposes.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender replacement
liens on all of the Debtors' property and superpriority
administrative expense claim status, subject to carve out on
certain expenses.

The DIP agent will also have the right to credit bid the
respective claims it represents up to the full amount.

The material terms of the DIP financing include, among other
things:

    * Interim DIP Loan: a term loan facility to be available in
(i) a single drawing on the interim closing date in an aggregate
principal amount of $8,980,000 in order to provide sufficient
working capital to the Company.

    * Final DIP Loan: a term loan facility to be available in
multiple draws on and after the final closing date in the
aggregate principal amount equal to $20,122,000, less the interim
DIP loan drawn plus the amount of any roll up.

    * Interest Rate: 12% per annum, to be paid in kind with the
interest added to the principal amount of the DIP loans compounded
monthly in arrears on the last day of each month.

    * Maturity date:  Dec. 31, 2012

A copy of the DIP financing order is available for free at
http://bankrupt.com/misc/DIGITALDOMAIN_dipfinancing_order.pdf

                        About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.

At the auction on Sept. 21, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  DDMG Estate (FKA Digital Domain Media
Group, Inc.), affiliate of DDMG Estate, et al., disclosed
$112,574,288 in assets and $161,479,933 in liabilities as of the
Chapter 11 case.

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.

The company disclosed assets of $205 million and liabilities
totaling $214 million.  Debt includes $40 million on senior
secured convertible notes plus $24.7 million in interest.  There
is another issue of $8 million in subordinated secured convertible
notes.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.


DUTCH GOLD: Delays Form 10-Q for Third Quarter
----------------------------------------------
Dutch Gold Resources Inc.'s quarterly report on Form 10-Q for the
period ended Sept. 30, 2012, will be filed on or before the fifth
calendar day following the prescribed due date.  The reason for
the delay is that the Company is waiting for certain information
from a third party.

                         About Dutch Gold

Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI)
-- http://www.dutchgoldresources.com/-- is a junior gold miner
focused on developing its existing mining properties in North
America and acquiring and developing new mines that can enter into
production in 12 to 24 months.

After auditing the 2011 results, Hancock Askew & Co., LLP, in
Norcross, Georgia, noted that the Company has limited liquidity
and has incurred recurring losses from operations and other
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $4.58 million on $0 of sales in
2011, compared with a net loss of $3.69 million on $0 of revenue
in 2010.

The Company's balance sheet at June 30, 2012, showed $2.65 million
in total assets and $6.85 million in total liabilities.


EAST END: Proofs of Claim Due for Dec. 28
-----------------------------------------
Creditors of East End Development, LLC must file their proofs of
claim by 5:00 p.m. Eastern Time on Dec. 28, 2012, according to an
order entered by the bankruptcy judge.  Governmental entities are
due 5:00 p.m. Eastern Time on April 30, 2013.

East End Development, LLC, the owner of a 90% completed
condominium in Sag Harbor, New York, filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 12-76181) in Central Islip, New York, on
Oct. 12, 2012.  Klestadt & Winters LLP is the Debtor's counsel,
and Edifice Real Estate Partners, LLC, is the construction
consultant.  The Debtor disclosed $27,300,207 in assets and
$35,344,416 in liabilities.


EGPI FIRECREEK: Inks Linear Short Form Agreement with CUBO
----------------------------------------------------------
EGPI Firecreek, Inc., through its wholly owned subsidiary Energy
Producers, Inc., entered into a Linear Short Form Agreement, by
and between the Company and CUBO Energy, PLC's nominee/assignee,
Mondial Ventures Inc.

The material terms of the Linear Short Form Agreement include:

  1. Dec. 31, 2009, Firecreek, through its wholly owned subsidiary
     Energy Producers, Inc., closed an Acquisition Agreement
     including an Assignment of Interests in Oil and Gas Leases,
     with Whitt Oil & Gas, Inc., a Texas corporation acquiring 50%
     working interests and corresponding 32% net revenue interests
     in oil and gas leases representing the aggregate total of 240
     acre leases, reserves, three wells, and equipment located in
     Callahan, Stephens, and Shakelford Counties, West Central
     Texas.

  2. Firecreek proposes initially to undertake with MNVN as
     follows: Prepare to contract for a 3-D Seismic contract
     covering the Boyette property in Shackelford County, Texas.

  3. Price contributed by MNVN for the initial 3-D Seismic study
     and proposed herewith to buy out 50% partner interests, and
     other costs with re engaged start up activities: $175,000 of
     which $10,000 has been received by Firecreek as a deposit to
     date thereby leaving a balance of $165,000 due.

  4. On successful seismic testing anticipated AFE for Barnet
     Horizontal Well program would be estimated to be $750,000 per
     horizontal well.  Firecreek to come to terms of agreement
     regarding financing for the proposed drilling and development
     should the parties agree to further move forward after the
     Seismic study.

A copy of the Oil and Purchase Agreement is available at:

                        http://is.gd/bh846k

                        About EGPI Firecreek

Scottsdale, Ariz.-based EGPI Firecreek, Inc. (OTC BB: EFIR) was
formerly known as Energy Producers, Inc., an oil and gas
production company focusing on the recovery and development of oil
and natural gas.

The Company has been focused on oil and gas activities for
development of interests held that were acquired in Texas and
Wyoming for the production of oil and natural gas through Dec. 2,
2008.  Historically in its 2005 fiscal year, the Company initiated
a program to review domestic oil and gas prospects and targets.
As a result, EGPI acquired non-operating oil and gas interests in
a project titled Ten Mile Draw located in Sweetwater County,
Wyoming for the development and production of natural gas.  In
July 2007, the Company acquired and began production of oil at the
2,000 plus acre Fant Ranch Unit in Knox County, Texas.  This was
followed by the acquisition and commencement in March 2008 of oil
and gas production at the J.B. Tubb Leasehold Estate located in
the Amoco Crawar Field in Ward County, Texas.

The Company reported a net loss of $4.97 million in 2011, compared
with a net loss of $4.48 million in 2010.

The Company's balance sheet at June 30, 2012, showed $2.57 million
in total assets, $6.42 million in total liabilities, all current,
$1.86 million in series D preferred stock, and a $5.71 million
total shareholders' deficit.

In its audit report for the 2011 results, M&K CPAS, PLLC, in
Houston, Texas, noted that the Company has suffered recurring
losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going
concern.


ELITE PHARMACEUTICALS: Announces 1st Shipment of Phendimetrazine
----------------------------------------------------------------
Elite Pharmaceuticals, Inc., announced the initial shipment of
Phendimetrazine tartrate 35 mg tablets, the generic equivalent of
Bontril PDM 35 mg tablets under the previously announced
manufacturing and supply agreement with Mikah Pharma.  Actavis,
Inc., recently acquired by Watson Pharmaceuticals Inc., will
distribute the product as part of a distribution agreement between
Mikah and Actavis.

Bontril PDM and its generic equivalents had total U.S. sales of
approximately $3.5 million for the twelve months ending September
2012 based on IMS Health Data.  Elite will be compensated at an
agreed upon price for the manufacturing and packaging of the
product.

"The manufacture of PDM by Elite for Mikah and its subsequent
distribution by Actavis/Watson represents another example of the
Company's strategy for enhancing our generic pipeline and cash
flow," commented Jerry Treppel, Chairman and CEO.

                     About Elite Pharmaceuticals

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

Elite Pharmaceuticals reported a net loss attributable to common
shareholders of $15.05 million for the year ended March 31, 2012,
compared with a net loss attributable to common shareholders of
$13.58 million during the prior year.

Demetrius & Company, L.L.C., in Wayne, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2012, citing significant losses
resulting in a working capital deficiency and shareholders'
deficit, which raise substantial doubt about the Company's ability
to continue as a going concern.


ELPIDA MEMORY: Beats MIT and Univ. of Maryland on Patent Suits
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Japan's Elpida Memory Inc. persuaded the bankruptcy
judge in Delaware to prevent the Massachusetts Institute of
Technology and the University of Maryland from suing for patent
infringement and seeking what the patent holders called
"significant damages."

According to the report, Elpida argued that the two universities
didn't file claims on time in the company's Japanese bankruptcy
and that pursuing lawsuits in the U.S. would be "needlessly
duplicative and wasteful."

The report relates that the bankruptcy judge signed an order on
Nov. 20 precluding the two schools from suing.  The universities'
patent pertains to use of lasers to cut links between electrical
circuits.  The patent is part of the technology Micron Technology
Inc. would acquire in purchasing Elpida through the primary
bankruptcy in Japan.

The bankruptcy judge, the report discloses, ruled last week that
he isn't bound to approve sales of technology located in the U.S.
simply because the primary bankruptcy court in Japan already gave
approval.

                        About Elpida Memory

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

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

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

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

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


FOREVERGREEN WORLDWIDE: Incurs $107,500 Net Loss in 3rd Quarter
---------------------------------------------------------------
Forevergreen Worldwide Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $107,585 on $3.06 million of net revenues
for the three months ended Sept. 30, 2012, compared with a net
loss of $39,401 on $3.68 million of net revenues for the same
period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $273,248 on $9.78 million of net revenues, compared
with a net loss of $587,653 on $9.98 million of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $1.87
million in total assets, $5.75 million in total liabilities and a
$3.87 million total stockholders' deficit.

"The Company has not yet established an ongoing source of revenues
sufficient to cover its operating costs and to allow it to
continue as a going concern.  The Company has incurred operating
losses during the nine months ended September 30, 2012 of $273,248
and has an accumulated net loss totaling $34,846,743.  The ability
of the Company to continue as a going concern is dependent on the
Company obtaining adequate capital to fund operating losses until
it becomes profitable.  If the Company is unable to obtain
adequate capital, it could be forced to cease operations."

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

                       http://is.gd/xCJv29

                    About ForeverGreen Worldwide

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

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


FIRST MARINER: Files Form 10-Q, Reports $7.9MM Net Income in Q3
---------------------------------------------------------------
First Mariner Bancorp filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $7.92 million on $11.91 million of total interest income for
the three months ended Sept. 30, 2012, compared with a net loss of
$7.96 million on $11.67 million of total interest income for the
same period a year ago.

For the nine months ended Sept. 30, 2012, the Company reported
net income of $15.41 million on $34.70 million of total interest
income, compared with a net loss of $26.26 million on $35.51
million of total interest income for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2012, showed $1.29
billion in total assets, $1.30 billion in total liabilities and a
$8.76 million total stockholders' deficit.

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

                        http://is.gd/DLsW4V

                        About First Mariner

Headquartered in Baltimore, Maryland, First Mariner Bancorp
-- http://www.1stmarinerbancorp.com/-- is a bank holding company
whose business is conducted primarily through its wholly owned
operating subsidiary, First Mariner Bank, which is engaged in the
general general commercial banking business.  First Mariner was
established in 1995 and has total assets in excess of $1.3 billion
as of Dec. 31, 2010.

"Quantitative measures established by regulation to ensure capital
adequacy require the [First Mariner] Bank to maintain minimum
amounts and ratios of total and Tier I capital to risk-weighted
assets, and of Tier I capital to average quarterly assets," the
Company said in the filing.  "As of March 31, 2011, the Bank was
"under-capitalized" under the regulatory framework for prompt
corrective action."

For the year ended Dec. 31, 2011, Stegman & Company, in Baltimore,
Maryland, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company continued to incur significant net losses in
2011, primarily from loan losses and costs associated with real
estate acquired through foreclosure.  The Company has insufficient
capital per regulatory guidelines and has failed to reach capital
levels required in the Cease and Desist Order issued by the
Federal Deposit Insurance Corporation in September 2009.

                         Bankruptcy Warning

As of Dec. 31, 2011, the Bank's and the Company's capital levels
were not sufficient to achieve compliance with the higher capital
requirements the Company was required to have met by June 30,
2010.  The failure to meet and maintain these capital requirements
could result in further action by the Company's regulators.

In the September Order, the FDIC and the Commissioner directed the
Bank to raise its leverage and total risk-based capital ratios to
6.5% and 10%, respectively, by March 31, 2010 and to 7.5% and 11%,
respectively, by June 30, 2010.  The Company did not meet these
requirements.  The Company has been in regular communication with
the staffs of the FDIC and the Commissioner regarding efforts to
satisfy the higher capital requirements.

First Mariner currently does not have any material amounts of
capital available to invest in the Bank and any further increases
to the Company's allowance for loan losses and operating losses
would negatively impact the Company's capital levels and make it
more difficult to achieve the capital levels directed by the FDIC
and the Commissioner.

Because the Company has not met all of the capital requirements
set forth in the September Order within the prescribed timeframes,
the FDIC and the Commissioner could take additional enforcement
action against the Company, including the imposition of monetary
penalties, as well as further operating restrictions.  The FDIC or
the Commissioner could direct us to seek a merger partner or
possibly place the Bank in receivership.  If the Bank is placed
into receivership, the Company would cease operations and
liquidate or seek bankruptcy protection.  If the Company were to
liquidate or seek bankruptcy protection, First Mariner does not
believe that there would be assets available to holders of the
capital stock of the Company.


FORT DEFIANCE HOUSING: 9th Cir. Rejects Aubrey, Todd Appeals
------------------------------------------------------------
The U.S. Court of Appeals for the Ninth Circuit upheld the
district court's order affirming the bankruptcy court's denial of
William Aubrey and Brenda Todd's motion for dismissal of judgment
under Federal Rule of Civil Procedure 60 in an adversary
proceeding brought against them by Brenda Moody Whinery, the
Chapter 11 Trustee of Fort Defiance Housing Corporation, Inc.  Mr.
Aubrey and Ms. Todd took a pro se appeal from the lower courts'
decision.  The Ninth Circuit, however, said the bankruptcy court
did not abuse its discretion by concluding that appellants failed
"to demonstrate mistake, inadvertence, excusable neglect, newly
discovered evidence, misconduct, fraud or any other basis for
relief from judgment."  The three-judge panel of the Ninth Circuit
also unanimously agreed the matter is suitable for decision
without oral argument.

The case before the appeals court is, BRENDA TODD; WILLIAM AUBREY,
Defendants-Appellants, v. BRENDA MOODY WHINERY, as Chapter 11
Trustee of Fort Defiance Housing Corporation, Inc., Plaintiff-
Appellee, Nos. 11-16223, 11-16224 (9th Cir.).  A copy of the
Court's Nov. 21, 2012 memorandum is available at
http://is.gd/q5yK58from Leagle.com.


FRIENDFINDER NETWORKS: Absolute Income Discloses 5% Equity Stake
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Absolute Income Fund, L.P., Income Fund (GP) Limited,
and Ben Christian Rispoli disclosed that, as of Dec. 31, 2011,
they beneficially own 1,666,972 shares of common stock of
Friendfinder Networks Inc. representing 5.12% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/ywzGpQ

                    About FriendFinder Networks

FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com.  All total, its Web sites are offered in 12
languages to users in some 170 countries.  The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images.  The Company is based in
Boca Raton, Florida.

The Company's balance sheet at Sept. 30, 2012, showed $462.18
million in total assets, $629.24 million in total liabilities and
a $167.06 million total stockholders' deficiency.

                           *     *     *

In the Nov. 14, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered its rating on FriendFinder Networks Inc.
to 'CC' from 'CCC'.

"The downgrade follows FriendFinder's announcement that it had
reached a forbearance agreement with 85% of the lenders in its
senior secured notes and 100% of the lenders in its second lien
cash pay notes that defers the excess cash flow payments through
Feb. 4, 2013," said Standard & Poor's credit analyst Daniel
Haines.  "The company has decided to preserve liquidity as it
attempts to refinance its debt.  We are withdrawing our ratings at
the company's request."


FRIENDSHIP DAIRIES: Court OKs J. Bennett White as Counsel
---------------------------------------------------------
Friendship Dairies sought and obtained approval from the U.S.
Bankruptcy Court to employ the law firm of J. Bennett White, P.C.
as its Chapter 11 bankruptcy counsel.

J. Bennett White, Esq., charges at an hourly rate of $275 per
hour.  The rates of other attorneys in the firm range from $175
per hour to $225 per hour.

The Debtor has provided a $25,000 deposit.  After deducting $7,845
for pre-filing representation and $1,046 for the filing fee,
$16,109 remains on deposit with the Firm.

J. Bennett White, Esq., attests that his firm represents no
interest adverse to the Debtor or the estate in the matters upon
which it is to be engaged, and is a disinterested entity within
the meaning of 11 U.S.C. Sections 101(14) and 327.

                     About Friendship Dairies

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor estimated assets and debts of $10 million to $50 million.
The Debtor operates a dairy near Hereford, Deaf Smith County,
Texas.  The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C. serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


FUEL DOCTOR: Amends Agency Agreement with A to Z Innovations
------------------------------------------------------------
Fuel Doctor Holdings, Inc., and A to Z Innovations entered into an
amendment to the agency agreement, dated Dec. 15, 2009, by and
between the Licensor and the Company pursuant to which the parties
agreed to, among other things, change the effective date of the
Domestic Agreement from Dec. 15, 2009, to June 15, 2010, and
modify the pricing terms.

On Oct. 26, 2012, the Company and the Licensor entered into an
amendment to the international agency agreement, dated March 27,
2012, by and between the Licensor and the Company pursuant to
which the parties agreed to, among other things, change the
effective date of the International Agreement from Feb. 1, 2012,
to Aug. 1, 2012.

A detailed copy of the Form 8-K is available for free at:

                        http://is.gd/NkzXNq

                         About Fuel Doctor

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

Fuel Doctor reported a net loss of $2.69 million in 2011,
compared with a net loss of $2.48 million in 2010.

The Company's balance sheet at June 30, 2012, showed $1.5 million
in total assets, $1.6 million in total liabilities, and a
stockholders' deficit of $142,893.

Rose, Synder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the period ended Dec. 31, 2011.  The indepdent auditors noted
that the Company has sustained recurring operating losses,
continues to consume cash in operating activities, and has an
accumulated deficit at Dec, 31, 2011, which conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


FUELSTREAM INC: Signs Employment Agreement with CEO
---------------------------------------------------
Fuelstream, Inc., entered into an Employment Agreement with Juan
Carlos Ley, the Chief executive Officer of the Company.

The Employment Agreement is for an initial term of 90 days, with
both parties contemplating the entry into a final Employment
Agreement to be negotiated and executed on or before the end of
the Initial Term.  In the event that such Agreement has not been
entered into by the end of the Initial Term, the Employment
Agreement will be deemed terminated.  Either the Company or
Employee may terminate Employee's employment with the Company
hereunder at any time, with or without Cause or Good Reason, or in
its or his sole discretion upon not less than 30 days advance
written notice.  The Initial Term provides for a monthly base
salary of $5,000 plus such additional compensation or performance
bonus as may be determined by the Board of Directors.
Additionally, the Company will issue to Employee 25,000 shares of
the Company's common stock as a part of the Employee's Initial
Term compensation, which will be deemed earned upon receipt.

                          About Fuelstream

Draper, Utah-based Fuelstream, Inc., is an in-wing and on-location
supplier and distributor of aviation fuel to corporate,
commercial, military, and privately-owned aircraft throughout the
world.  The Company also provides a variety of ground services
either directly or through its affiliates, including concierge
services, passenger andbaggage handling, landing rights,
coordination with local aviation authorities, aircraft maintenance
services, catering, cabin cleaning, customsapprovals, and third-
party invoice reconciliation.  The Company's personnel assist
customers in flight planning and aircraft routing aircraft,
obtaining permits, arranging overflies, and flight follow
services.

The Company's balance sheet at June 30, 2012, showed $3.1 million
in total assets, $4.9 million in total liabilities, and a
stockholders' deficit of $1.8 million.

The accumulated deficit as of June 30, 2012, was $33.0 million and
the total stockholders' deficit at June 30, 2012 was
$1.8 million.

Morrill & Associates, LLC, in Bountiful, Utah, expressed
substantial doubt about Fuelstream'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 negative working capital, negative cash flows from
operations and recurring operating losses.


GIBRALTAR KENTUCKY: Dec. 6 Hearing on Plea to Convert Case
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on Dec. 6, 2012, at 1:30 p.m., to consider
motion to convert the Chapter 11 case of Gilbraltar Kentucky
Development, LLC, to one under Chapter 7 of the Bankruptcy Code.

On Nov. 7, 2012, creditors Lindley, Kentucky Central Energy
Partners, LLC, Kentucky Central Energy Partners, B&G Energy and
Sun Kentucky Central Energy Co. ask the Court for the conversion
of the Debtor's case.

In seeking the conversion, the creditors claim, among other
things:

   -- During the pendency of the bankruptcy, the Debtor has failed
      to generate sufficient income to even pay the legal fees of
      the Debtor; and

   -- The Debtor's failure to proceed forward to generate revenues
      during the pendency of the case to pay its unsecured
      creditors and equity holders demonstrates that there is no
      likelihood of rehabilitation.

                     About Gibraltar Kentucky

Gibraltar Kentucky Development, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 12-13289) on Feb. 10, 2012, in
West Palm Beach, Florida.  Palm Beach Gardens-based Gibraltar
Kentucky says that it is not a small business debtor under 11
U.S.C. Sec. 101(51D).  Documents attached to the petition indicate
that McCaugh Energy LLC owns 42.15% of the "fee simple"
securities.

According to the Web site http://www.gibraltarenergygroup.com/
Gibraltar Kentucky is part of the Gibraltar Energy Group.  The
various companies of the group are involved with the drilling,
development and production of oil and gas, as well as, the sale of
coal and timber.  Offices are in Michigan and Florida and
investments are in Michigan and Kentucky.

Judge Erik P. Kimball presides over the case.  David L. Merrill,
Esq., at Talarchyk Merrill, LLC, serves as the Debtor's counsel.
The Debtor disclosed $175,395,449 in assets and $1,193,516 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Bill Boyd, as manager.

Steven R. Turner, Trustee for Region 21, has informed the Court
that, until further notice, he will not appoint a committee of
creditors.

The Debtor's Plan provides that (i) each holder of an allowed
taxing authority claims will receive payment in full; (ii) allowed
general unsecured claims will be paid in full plus interest at 1%
on the Confirmation Date; and (iii) no plan payments other than
full retention of paid for membership interests will be made to
the equity interest holders of the Debtor.


GLOBAL ARENA: Delays Form 10-Q for 3rd Quarter Due to Hurricane
---------------------------------------------------------------
Global Arena Holding, Inc.'s financial information to be contained
in the Company's Form 10-Q for the year ended Sept. 30, 2012, was
not completed on a timely basis.

The Company said hurricane Sandy disrupted communications between
the Issuer, its accountants and auditors.  As a result, the
Company was unable to complete the financial statements necessary
for the Form 10-Q for the quarter ended Sept. 30, 2012.

                        About Global Arena

New York, N.Y.-based Global Arena Holding, Inc., formerly Global
Arena Holding Subsidiary Corp., was formed in February 2009, in
the state of Delaware.  The Company is a financial services firm
that services the financial community through its subsidiaries as
follows:

Global Arena Investment Management LLC provides investment
advisory services to its clients.  GAIM is registered with the
Securities and Exchange Commission as an investment advisor and
clears all of its business through Fidelity Advisors, its
correspondent broker.  Global Arena Commodities Corp. provides
commodities brokerage services and earns commissions.  Global
Arena Trading Advisors, LLC provides futures advisory services and
earns fees.  GATA is registered with the National Futures
Association (NFA) as a commodities trading advisor.  Lillybell
Entertainment, LLC provides finance services to the entertainment
industry.

Wei, Wei & Co., LLP, in New York, N.Y., expressed substantial
doubt about Global Arena'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 since inception, experiences a
deficiency of cash flow from operations and has a stockholders
deficiency.

The Company's balance sheet at June 30, 2012, showed $1.09 million
in total assets, $1.58 million in total liabilities, and a
$490,417 total stockholders' deficit.


GRANITE DELLS: Hires Keegan Linscott as Financial Advisor
---------------------------------------------------------
Granite Dells Ranch Holdings, LLC, asks the U.S. Bankruptcy Court
for the District of Arizona for permission to employ of
Christopher G. Linscott, CPA, CFE, CIRA and his firm Keegan
Linscott & Kenon, P.C., as accountant and financial advisor and
liaison.

Keegan Linscott will, among other things;

   a. assist the Debtor with the formulation and preparation of
      periodic reports of operating projections and results, and
      monthly operating reports and the compliance with other
      reporting requirements;

   b. assist the Debtor with the compilation and presentation of
      other financial information to the Debtor's secured
      creditors, and other parties-in-interest, as may be required
      of or requested by the Debtor; and

   c. evaluate the Debtor's cash management systems, including the
      management and allocation of revenues and expenses among
      GDRH and its affiliates.

Keegan Linscott will work on the Debtor's accounts and bill at
their normal hourly rates, which range from $50 to $325.

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

                        About Granite Dells

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor disclosed
$2.22 million in assets and $157 million in liabilities as of the
Chapter 11 filing.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Granite Dells because an
insufficient number of unsecured creditors have expressed interest
in serving on a committee.

The Debtor's Plan provides for payment to unsecured creditors
(including any unsecured claim of AED) in quarterly installments
over eight years aggregating $5 million.  However, the Plan
provides that a holder of an investment promissory note (estimated
to total $21 million) will be given the option of participating in
the funding of the Reorganized Debtor.

Tri-City Investment & Development, LLC, a 39.25% equity holder in
the Debtor, also filed a Consolidated Supplemental Disclosure in
support of Tri-City's Plan, as amended.  Tri-City's consolidated
Disclosure Statement incorporates and restates all material terms
of the Tri-City's previous disclosure statements and incorporates
the terms of the agreement that was reached at the Aug. 20, 2012,
mediation.


GUIDED THERAPEUTICS: Incurs $986,000 Net Loss in Third Quarter
--------------------------------------------------------------
Guided Therapeutics, Inc., reported a net loss attributable to
common stockholders of $986,000 on $693,000 of contract and grant
revenue for the three months ended Sept. 30, 2012, compared with a
net loss attributable to common stockholders of $2.66 million on
$1.02 million of contract and grant revenue for the same period
during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss attributable to common stockholders of $3.16 million on
$2.32 million of contract and grant revenue, compared with a net
loss attributable to common stockholders of $3.88 million on $2.70
million of contract and grant revenue for the same period during
the prior year.

"We are pleased to be able to report our progress with the FDA,"
said Mark L. Faupel, Ph.D., chief executive officer and president
of Guided Therapeutics.  "The filing of our PMA Amendment comes
with FDA's prior review regarding its key contents and puts us on
a track, if approved, for a U.S. launch of LuViva next year.  In
the meantime, we expect to comply with the Third Edition CE mark
requirements around the end of this year.  This will provide
LuViva with access to the 27 countries of the European Union.  We
will also utilize a portion of this testing to meet Canadian
Standards Association, or CSA, mark requirements, which, while not
mandatory, is valued by many of the institutions our Canadian
distributor is targeting for sales.  We believe we remain on track
to ship additional units to Canada in the fourth quarter for the
launch."

A copy of the press release announcing the results is available
for free at http://is.gd/xPe4p2

                   Submits PMA Amendment to FDA

Guided Therapeutics has submitted its premarket approval (PMA)
Amendment for the LuViva Advanced Cervical Scan, a non-invasive
device used to detect cervical disease that leads to cancer,
instantly and at the point of care.

The amendment is in response to a "not approvable" letter received
by the company in January and includes additional data analysis
requested by the U.S. Food and Drug Administration (FDA).

"We are pleased to move the FDA review process forward with the
filing of the amended PMA for LuViva," said Mark L. Faupel, Ph.D.,
President and CEO of Guided Therapeutics.  "We have worked with
the agency over the last several months to provide responses to
the key questions in the PMA amendment and are hopeful this filing
will ultimately lead to approval for the product.  We believe that
once approved, LuViva will have a very positive impact on the U.S.
healthcare system by improving the standard of care for the early
detection of cervical disease, providing women and doctors with
the first test with instant results and detecting cervical disease
at an earlier stage, when it can be better treated."

LuViva has been under FDA PMA review since Sept. 23, 2010.  The
company received a "not approvable" letter for the product on
Jan. 20, 2012.  In July, 2012 the company met with the agency and
agreed to file a PMA amendment to address the agency's questions
stemming from the "not approvable" letter.  With the PMA amendment
now formally submitted, the FDA has 180 days during which it can
respond.

LuViva currently has marketing approval from Health Canada and
received its first CE Mark, an ISO 60601 Edition 2 Notification,
in July.  The company is in the process of testing the LuViva
system for compliance with the Edition 3 CE Mark requirements,
which the company expects to achieve near the end of this year.
Guided Therapeutics was awarded ISO 13485 certification in
January, 2011.

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

In its report on the Company's 2011 Form 10-K, UHY LLP, in
Sterling Heights, Michigan, noted that the Company's recurring
losses from operations and accumulated deficit raise substantial
doubt about its ability to continue as a going concern.

The Company reported a net loss of $6.64 million in 2011, compared
with a net loss of $2.84 million in 2010.

The Company's balance sheet at June 30, 2012, showed $3.51 million
in total assets, $3.08 million in total liabilities and $438,000
in total stockholders' equity.

                         Bankruptcy Warning

At June 30, 2012, the Company had negative working capital of
approximately $1.0 million and stockholders' equity of
approximately $334,000, primarily due to the recurring losses.  As
of June 30, 2012, the Company was past due on payments due under
its notes payable in the amount of approximately $393,000.

"The Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the first quarter of 2013, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support,
such as under its development agreement with Konica Minolta and
additional NCI or other grant funding.  However, there can be no
assurance that such external financial support will be sufficient
to maintain even limited operations or that the Company will be
able to raise additional funds on acceptable terms, or at all.  In
such a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection," the Company said in its
quarterly report for the period ended June 30, 2012.


H&M OIL & GAS: Being Taken Over by Chapter 11 Trustee
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that H&M Oil & Gas LLC is being taken over by Douglas J.
Brickley, who will serve as a Chapter 11 trustee.  Attempting to
retain control of the bankruptcy reorganization begun in April,
H&M had filed a proposed reorganization plan designed to pay the
$88.8 million owing lender Prospect Capital Corp. by delivery of
crude oil rather than cash.

The upshot, according to the report, was a decision by U.S.
Bankruptcy Judge Barbara Houser in Dallas calling for a trustee
who supplants management.  The advent of a trustee automatically
allows creditors to file reorganization plans.  In addition to
seeking appointment of a trustee, Prospect had been seeking
permission to file a plan competing with H&M's.

H&M's plan, the report relates, was designed so shareholder
Scattered Corp. could retain ownership because the reorganization
purported to pay creditors in full.

                          About H&M Oil

H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on
April 30, 2012.  Another entity, Anglo-American Petroleum Corp.
(Case No. 12-32786) simultaneously filed for Chapter 11.  H&M Oil
disclosed $297,119,773 in assets and $77,463,479 in liabilities as
of the Chapter 11 filing.

H&M Oil & Gas is an oil and gas production and development
company.  H&M, through its operating company, H&M Resources LLC,
is focused on developing its leases in the Permian basin and Texas
panhandle.  Dallas, Texas-based Anglo-American Petroleum --
http://www.angloamericanpetroleum.com/-- is the holding
corporation for H&M Oil.

Judge Barbara J. Houser presides over the case.  The Debtors are
represented by Keith William Harvey, Esq., at Anderson Tobin PLLC,
in Dallas.  Lain Faulkner & Co., PC, serves as financial adviser.

Prospect Capital Corporation, the Debtors' lone secured creditor,
is represented in the case by Timothy A. Davidson II, Esq., and
Joseph P. Rovira, Esq., at Andrews Kurth LLP.  The U.S. Trustee
has not appointed a creditors' committee.

H&M's plan is designed so shareholder Scattered Corp. can retain
ownership because the reorganization purports to pay creditors in
full.  For Prospect, the currency under the plan won't be cash.
Instead, it will be "volumetric production payments," or the
delivery of specified amounts of crude oil produced from some of
H&M's wells.  Prospect's claim is divided into a secured class and
an unsecured class for the deficiency claim.  The plan would have
the bankruptcy judge hold a hearing to value Prospect's
collateral.  The court will also make a determination about the
value of crude oil, thus calculating how much to oil deliver in
payment of Prospect's claim.


HOSTESS BRANDS: Commences Year-Long Chapter 11 Liquidation
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. failed to negotiate an end to the
bakery union strike and was given interim permission from the
bankruptcy judge at a hearing on Nov. 21 to commence a liquidation
expected to consume one year and bring in $1 billion.

According to the report, the company once again said it "lacked
the financial resources to survive a significant labor action."
Hostess blamed the company's failure on an "inflated cost
structure" without mentioning how sales consistently declined over
recent years.

The report relates that Hostess will make later applications to
the bankruptcy judge in White Plains, New York, for permission to
sell assets.  For now, the company is authorized to fire all but
3,200 of the 18,500 workers and begin closing down the 36 bakeries
and hundreds of distributions centers.  There will be a hearing on
Nov. 29 for final approval of the wind down.

U.S. Bankruptcy Judge Robert D. Drain, the report discloses,
denied an application by the U.S. Trustee for conversion of the
Chapter 11 case to liquidation in Chapter 7 where a trustee would
oust management.  Judge Drain said Chapter 7 would be a
"disaster."

The company said the liquidation will be financed with an amended
loan agreement and consensual use of cash representing lenders'
collateral.

Mr. Rochelle notes that Hostess was hit with a class lawsuit filed
Nov. 21 on behalf of the 15,000 workers who are losing their jobs
immediately.  The complaint contends the company violated the Warn
Act requiring 60 days' notice of mass firings.  The lawsuit will
test whether there is a Warn Act violation when a company is
forced to halt operations and liquidate.  Hostess can argue for
the applicability of a decision in October by another bankruptcy
judge in New York in the liquidation of MF Global Inc., the failed
commodity broker.  In that case, the judge said there is no Warn
Act liability for a fiduciary whose "sole function" is to
liquidate a failed business.

                       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: Flowers May Not Rehire Union Workers, Analysts Say
------------------------------------------------------------------
Julie Jargon, writing for The Wall Street Journal, reports that
Flowers Foods Inc., the maker of Tastykake and Nature's Own baked
goods, could have a hankering for products owned by Hostess Brands
Inc.

WSJ notes Flowers Foods is considered a likely bidder for some of
the assets owned by Hostess although Flowers, the nation's second-
largest baker by sales behind Grupo Bimbo SAB de CV, hasn't stated
an intention to acquire Hostess assets.  Last week, Flowers Foods
said it had renegotiated lending terms that could allow it to tap
additional cash, a signal that it could be gearing up to make a
bid, the report notes.

According to WSJ, other companies have expressed interest in
bidding for Hostess assets, including private-equity firm Sun
Capital Partners Inc., liquidation firm Great American Group Inc.
and C. Dean Metropoulos & Co., the owner of beer brands including
Pabst Blue Ribbon, but analysts say there are plenty of assets to
go around without a bidding war ensuing.

WSJ recounts that Heather Lennox, Hostess' outside lawyer at Jones
Day, told the bankruptcy judge last week the company had received
a "flood of inquiries" from potential buyers.

According to WSJ, analysts said Flowers is unlikely to rehire
Hostess employees as union workers. It has been clear with
investors that it isn't interested in assuming labor contracts,
said BMO Capital Markets analyst Amit Sharma and other analysts.
More than 90% of Flowers's workforce is nonunion, analysts
estimate.

WSJ also notes Flowers plants have been running under capacity
after a recent expansion for a private-label customer proved
overly ambitious, the company has said. That extra capacity could
make an acquisition of some Hostess snack cakes even more
attractive, analysts say. "If Flowers were to buy some Hostess
snack cakes, it would help them utilize their excess production
capacity," said BMO's Mr. Sharma, according to the report.

A Flowers spokesman didn't respond to requests for comment, WSJ
says.

                       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.


INSPIREMD INC: Postpones Public Offering of $40MM Common Shares
---------------------------------------------------------------
InspireMD, Inc., announced that, based on recent adverse market
conditions, it has chosen to postpone its planned registered
public offering of $40 million worth of its shares of common stock
until a later date.

InspireMD's registration statement on Form S-1, as filed with the
Securities and Exchange Commission, has not been withdrawn and the
Company expects to continue to evaluate the timing for the
offering.

InspireMD, Inc., was organized in the State of Delaware on
Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the
acquisition, exploration and development of natural resource
properties.  On March 28, 2011, the Company changed its name from
"Saguaro Resources, Inc." to "InspireMD, Inc."

Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical
device company focusing on the development and commercialization
of its proprietary stent platform technology, Mguard.  MGuard
provides embolic protection in stenting procedures by placing a
micron mesh sleeve over a stent.  The Company's initial products
are marketed for use mainly in patients with acute coronary
syndromes, notably acute myocardial infarction (heart attack) and
saphenous vein graft coronary interventions (bypass surgery).

The Company's balance sheet at Sept. 30, 2012, showed
$13.6 million in total assets, $14.4 million in total liabilities,
and a stockholders' deficit of $756,000.

The Company said the following statement in its quarterly report
for the period ended Sept. 30, 2012:

"Because we have had recurring losses and negative cash flows from
operating activities and have significant future commitments,
substantial doubt exists regarding our ability to remain in
operation at the same level we are currently performing.  Further,
the report of Kesselman & Kesselman C.P.A.s (Isr.), our
independent registered public accounting firm, with respect to our
financial statements at June 30, 2012, Dec. 31, 2011. and 2010,
and for the six month period ended June 30, 2012, and the years
ended Dec. 31, 2011, 2010, and 2009, contains an explanatory
paragraph as to our potential inability to continue as a going
concern.  Additionally, this may adversely affect our ability to
obtain new financing on reasonable terms or at all."


INTERNAL FIXATION: Delays 3rd Quarter Form 10-Q for Analysis
------------------------------------------------------------
Internal Fixation Systems, Inc., was not able to file its
quarterly report on Form 10-Q for the quarter ended Sept. 30,
2012, on or prior to Nov. 15, 2012, because the Company in the
process of completing its analysis of a number of categories.

                      About Internal Fixation

South Miami, Fla.-based Internal Fixation Systems, Inc., is a
manufacturer and marketer of generically priced orthopedic and
podiatric implants.  Customers include ambulatory surgery centers,
hospitals and orthopedic surgeons.  IFS's strategy is to focus on
commonly used implants that no longer have patent protection.  The
Company enhances the implants and sells them at prices below the
market leaders.

The Company reported a net loss of $3.45 million in 2011, compared
with a net loss of $781,440 in 2010.

After auditing the Company's financial results for 2011, Goldstein
Schechter Koch P.A., in Hollywood, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company had a net loss in
2011 and 2010.  Additionally, the Company has an accumulated
deficit of approximately $4.21 million and a working capital
deficit of approximately $683,500 at Dec. 31, 2011, and is unable
to generate sufficient cash flow to fund current operations.

The Company's balance sheet at June 30, 2012, showed $1.73 million
in total assets, $1.93 million in total liabilities and a $206,095
total stockholders' deficit.


JOURNAL REGISTER: Taps Grant Thornton to Provide Tax Services
-------------------------------------------------------------
Journal Register Company, et al., ask the U.S. Bankruptcy Court
for the Southern District of New York for permission to employ
Grant Thornton LLP to provide tax services, nunc pro tunc to the
Petition Date, and audit services, nunc pro tunc to Oct. 29, 2012.

Grant Thornton's services will include, among other things:

   i) tax compliance related services, including but not limited
      to:
        a. preparing federal and state estimated tax payment
           calculations and applicable forms;

        b. previewing and responding to tax notices and audit
           requests;

        c. responding to internal questions regarding various
           matters, as W-2 and 1099 related questions; and

        d. maintaining the tax calendar.

  ii) special tax consulting services, including but not limited
      to:

        a. assisting in analyzing the tax implications of
           potential transactions including, but not limited to,
           bankruptcy-related proceedings;

        b. performing Section 382 or stock basis studies; and

        c. preparing memoranda regarding specific tax issues.

iii) audit services, including by not limited to, auditing the
      consolidated balance sheet of the Company and its
      subsidiaries as of Dec. 30, 2012, and the related
      consolidated statements of comprehensive income,
      stockholders' equity and cash flows for the 53-week period
      then ended.

Wayne J. Kaplan, partner at Grant Thornton, told the Court that
the firm was paid $65,013 for its services in the 90-day period
prior to the Petition Date.  Grant Thornton is owed a prepetition
claim of $75,000.  Grant Thornton does not intend to seek to
recover the amount from the Debtors directly.

Grant Thornton's fee for the services will be $50,000.  The hourly
rates of Grant Thornton's personnel are:

          Partner                       $590
          Senior Manager                $495
          Manager                       $385
          Senior Associate              $295
          Associate                     $235

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

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.
Journal Register expects to complete the auction and sale process
within 90 days.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed these
persons to serve on the Official Committee of Unsecured Creditors.
Lowenstein Fandler PC represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.


LDK SOLAR: Closes Share Purchase Transaction with Heng Rui Xin
--------------------------------------------------------------
LDK Solar Co., Ltd., closed the share purchase agreement it
entered into on Oct. 19, 2012, with Heng Rui Xin Energy Co., Ltd.,
a PRC company invested by privately owned and state-owned funds,
with 25,307,497 ordinary shares issued by LDK Solar to Heng Rui
Xin Energy (HK) Co., Limited, a wholly owned subsidiary of HRX,
accounting for approximately 19.9% of the total issued and
outstanding capital of LDK Solar prior to that issuance, upon
receipt by LDK Solar of the purchase price of US$0.86 per share.

                    NYSE Non-Compliance Notice

LDK Solar received a notice from the New York Stock Exchange that
it did not meet one of the NYSE's continued listing standards as
the average closing price of the Company's American depositary
shares, or ADSs, was $0.99, less than $1.00 per ADS, over a
consecutive 30-trading-day period as of Nov. 5, 2012.  Under the
NYSE rules, the Company must bring its average ADS closing price
above $1.00 by the later of the end of six months from the
Company's receipt of the NYSE notification or its next annual
meeting of shareholders if a shareholders' action is proposed.
The Company has notified the NYSE of its intention to cure this
deficiency within the prescribed timeframe.  During this cure
period, the Company's ADSs will continue to be listed and traded
on the NYSE, subject to compliance with other NYSE continued
listing standards.  If the Company fails to become compliant with
the continued listing standards within the applicable timeframe,
its ADSs may be delisted by the NYSE.  The NYSE notification does
not affect the Company's business operations or its Securities and
Exchange Commission reporting requirements.

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-Tech
Industrial Park, Xinyu City, Jiangxi Province, People's Republic
of China, is a vertically integrated manufacturer of photovoltaic
products, including high-quality and low-cost polysilicon, solar
wafers, cells, modules, systems, power projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

KPMG in Hong Kong, China, said in a May 15, 2012, audit report,
there is substantial doubt on the ability of LDK Solar Co., Ltd.,
to continue as a going concern.  According to KPMG, LDK Solar has
a net working capital deficit and is restricted to incur
additional debt as it has not met a financial covenant ratio under
a long-term debt agreement as of Dec. 31, 2011.  These conditions
raise substantial doubt about the Group's ability to continue as a
going concern.

The Company's balance sheet at June 30, 2012, showed US$6.40
billion in total assets, US$5.95 billion in total liabilities,
US$254.44 million in redeemable non-controlling interests and
US$192.17 million in total equity.


LEE'S FORD: Exclusivity Periods Extended to Jan. 30
---------------------------------------------------
Lee's Ford Dock, Inc., Hamilton Brokerage, LLC, Hamilton Capital,
LLC, Lee's Ford Hotels, LLC, Lee's Ford Woods, LLC, and Top Shelf
Marine Sales, Inc. sought and obtained an order extending by 90
days the exclusivity periods within which the Debtors may (1) file
their plans and disclosure statements, up to and including
Wednesday, Jan. 30, 2013, and (2) solicit acceptances of their
plans, up to and including Friday, March 30, 2013, without
prejudice.

In the motion, the Debtors said that in the last three months,
they have been working diligently to refine their business
operations, prepare long-term financial projections, and formulate
options for exit from Chapter 11, and they anticipate discussing
these exit strategies and supporting financial data with their
major lenders and parties-in-interest in the near future.  To that
end, the Debtors believe that they have made good faith progress
towards formulating a viable plan but need additional time to work
with parties in interest and fully analyze all relevant issues
before a final plan and disclosure statement can be submitted.

As the Debtors' assets including many unexpired leases of
nonresidential real property, the Debtors have contemporaneously
herewith filed their motion for an order extending time to assume
or reject unexpired leases of nonresidential real property
requesting an extension of said time period by 90 days to allow
the Debtors time to assess their unexpired leases as part of their
analysis and formulation of an appropriate plan of reorganization
and disclosure statement.  Due to the importance of the unexpired
leases to the Debtors' overall operations, the Debtors have
requested a similar extension of the exclusivity periods so that
the deadlines will continue on the same schedule.

                       About Lee's Ford Dock

Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital
LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf
Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.
Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008.  The Debtors
collectively operate as "Lee's Ford Resort & Marina" --
http://www.leesfordmarina.com/-- which consists of a boat dock,
lodging facilities, the Harbor Restaurant & Tavern, a retail
store, and a boat brokerage business and Web site located at
http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky.

Hamilton Brokerage LLC and Hamilton Capital LLC are not actively
involved in the Debtors' operations, but are holding companies set
up as part of the structure of the original purchase transactions
which began in 2003.

The Debtors' revenues were adversely impacted by the lowering of
the water level of Lake Cumberland in January 2007 to allow for
repairs to Wolf Creek Dam.  The Debtors were forced to incur
extraordinary costs to relocate the Dock and related facilities in
accordance with the new water level.

DelCotto Law Group PLLC serves as the Debtors' counsel.  In its
petition, Lee's Ford Dock estimated $10 million to $50 million in
assets and debt.  The petition was signed by James D. Hamilton,
president.  Mr. Hamilton has been designated as the individual
responsible for performing the duties of the Debtors.


LEHMAN BROTHERS: Archstone to Raise $3.45-Bil. in IPO
-----------------------------------------------------
Archstone Inc. said it plans to raise up to $3.45 billion in its
initial public offering, according to a November 19 report by
Reuters.

The apartment building owner and developer did not reveal in a
filing how many shares it planned to sell or the expected price.
Some analysts have estimated its worth at about $16 billion,
Reuters said.

Archstone will be listed on the New York Stock Exchange with the
ticker "ASN."  The listing will be in the form of a real estate
investment trust or REIT.  As a REIT, it can avoid paying
corporate level income taxes if it distributes at least 90% of
its taxable income to shareholders in the form of dividends,
according to Reuters.

The company is the biggest property holding of Lehman Brothers
Holdings Inc.  Lehman has a huge stake in the company, estimated
at some $6 billion to $7 billion.

As of September 30, Archstone's debt adjusted for certain
transactions associated with the IPO and the sales of certain
assets was $4.7 billion.  The IPO proceeds will be used to repay
debt for other general working capital expenses, Reuters
reported.

By the end of 2013, Archstone expects to sell $1 billion of
additional properties, most of which are already on the market,
and its debt to EBITDA (earnings before interest, taxes,
depreciation and amortization) ratio could be 7.5 or less,
according to Reuters.

Archstone said Citigroup and JP Morgan are underwriting the IPO.

Arash Massoudi in New York, reporting for the Financial Times,
said the offering would be one of the biggest U.S. commercial real
estate initial public offerings to date.  The Financial Times
added that if the offering goes forward this year, it would rank
as third-largest US IPO in 2012 behind Facebook's $16.1 billion
IPO and Banco Santander's Mexican unit's $4.1 billion IPO.

                       About Lehman Brothers

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

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

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: LBI Trustee Has Settlement With Citigroup
----------------------------------------------------------
The trustee liquidating Lehman Brothers Holdings Inc.'s brokerage
is seeking court approval of a deal with Citigroup that would
settle a dispute over $1 billion in collateral.

Under the deal, Citigroup agreed to pay $360 million to the
brokerage and forgo its claim to $75 million, which it previously
turned over to the trustee.  The agreement also calls for the
dismissal of a lawsuit the trustee filed against Citigroup early
last year.

The deal is formalized in a 24-page agreement, which can be
accessed for free at http://is.gd/mCs2z3

Lehman's brokerage unit made a deposit of more than $1 billion in
its last week of operations in exchange for the services provided
by Citigroup.

Early last year, James Giddens, the court-appointed trustee, sued
Citigroup to recover the deposit, which he said should be part of
an asset pool to be distributed among creditors.  He also filed
claims to recover over $300 million in cash and securities.

Citigroup opposed the trustee's claims, arguing that it has the
right to keep the $1 billion under the so-called safe harbor law.

Safe harbor laws can shield some financial transactions from
being included in the pool of assets divided among creditors when
a company files for Chapter 11 protection.

A court hearing to consider approval of the proposed settlement
is scheduled for December 12.  Objections are due by December 5.

Separately, Lehman renewed its legal battles with Citigroup and
J.P. Morgan Chase & Co., accusing the banks of creating billions
of dollars in "phantom losses" to ensure they recovered 100% of
their derivatives claims.  The two banks denied wrongdoing and
said the lawsuit is without merit, according to a November 18
report by The Wall Street Journal.

                       About Lehman Brothers

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

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

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Asks Court to Amend Prior ADR Order
----------------------------------------------------
Lehman Brothers Holdings Inc. asked the U.S. Bankruptcy Court for
the Southern District of New York to amend its previous order,
which facilitated the resolution of claims against the company.

The court order issued on April 19, 2010, also approved so-called
alternative dispute resolution procedures.

In a court filing, Lehman proposed the removal of the 120-day cap
for the maximum duration of a mediation, and that it apply to all
unresolved claims.

Removal of the 120-day cap will "promote judicial efficiency
by consensually resolving claims" instead of proceeding to
litigation after 120 days in mediation, according to Lawrence
Brandman, managing director of LAMCO LLC, the company that was
created to manage Lehman assets.

A court hearing is scheduled for December 12.  Objections are due
by November 29.

                       About Lehman Brothers

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

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

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Traxis Demands Lehman to Reissue Checks
--------------------------------------------------------
Traxis Fund LP and Traxis Emerging Market Opportunities Fund
LP asked the U.S. Bankruptcy Court in Manhattan to force Lehman
Brothers Holdings Inc. to reissue distribution checks to the
funds for their claims against the company.

The checks in the amount of $175,948 were allegedly issued to
Traxis earlier this year but they were neither received by the
funds nor returned to Epiq Systems, Lehman's claims agent, as
undeliverable, according to court papers.

Epiq allegedly turned down an earlier request from the funds to
reissue the checks since it is not allowed under Lehman's
Chapter 11 plan.

A court hearing is scheduled for December 12.  Objections are due
by December 5.

                       About Lehman Brothers

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

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

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LLS AMERICA: Court Won't Dismiss Clawback Suits v. 13+ Defendants
-----------------------------------------------------------------
Bankruptcy Judge Patricia C. Williams issued several orders dated
Nov. 19, denying requests to dismiss adversary proceedings, among
hundreds commenced by Bruce P. Kriegman, the Chapter 11 trustee of
the LLS America, LLC bankruptcy estate.  The lawsuits, filed
pursuant to 11 U.S.C. Sec. 548 and other causes of action, seek to
recover money paid by the debtor to certain lenders or investors
as part of an alleged Ponzi scheme conducted by the debtor.

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

                                Amount       Amount
                                Loaned     Received      Claim
   Defendant               or Invested  From Debtor     Amount
   ---------               -----------  -----------     ------
   TWL Construction, Ltd.     C$20,000     C$88,250       N/A
   Nicholas Belling           C$10,000     C$11,500       N/A
   Gerard Krief                Unknown     C$60,954       N/A
   James Young                C$35,000     C$42,000       N/A
   Eric Van Dyk                Unknown     C$45,005       N/A
   558778 BC, Ltd.             Unknown     C$12,000       N/A
   Geoffrey Toews             C$10,000    C$373,251       N/A
   Otto and Diane Ratfelder  C$700,000  C$8,653,134       N/A
                               $50,100     $650,105
   CLB Holdings                Unknown    C$108,000       N/A
   Crown Gold, Inc.            Unknown    C$150,300       N/A
   Rory and Cathy Bjarnason    Unknown    C$212,150       N/A
   Estate of Dharam Samra     C$20,000    C$213,468       N/A
   0702571 British
      Columbia, Ltd.           Unknown    C$354,541       N/A

                     About Little Loan Shoppe

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

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

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

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


LSP ENERGY: Plant Still Down; Debtor Seeks Longer Exclusivity
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LSP Energy LP seeks a fourth expansion of the
exclusive right to propose a reorganization plan because a
mechanical failure prevented the company from completing the
court-authorized sale of the 837-megawatt combined-cycle natural
gas-fired electric generating facility in Batesville, Mississippi.

The report notes that just when the U.S. Bankruptcy Court was
approving the $285.9 million sale in September to South
Mississippi Electric Power Assn., all three units at the plant
shut down with mechanical problems.  It now appears that more than
initially estimated 60 days will be required for repairs.

According to the report, LSP says it intends to modify the
contract with the buyer to permit completion of the sale this
year. In the meantime, the company filed a so-called exclusivity
motion looking to expand sole plan-filing rights by 30 days to
Dec. 21. The hearing on the motion is set for Dec. 19.

LSP said that financing for the Chapter 11 case is undrawn.
Fixing the plant might require a draw on the loan facility,
according to a previous court filing.

                          About LSP Energy

LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.

LSP owns and operates an electric generation facility located in
Batesville, Mississippi.  The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems.  LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.

LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders.  The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt.  The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.

LSP Energy is the general partner of LSP.  LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding.  LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.

No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.

LSP has a $20 million secured loan provided by lenders including
John Hancock Financial Services Inc.  LSP was forced into
bankruptcy following mechanical problems that took one of three
units out of service.

Bondholders have claims for $211 million on two series of secured
bonds.  In addition, there was a $3.9 million working capital
facility and $23.3 million in secured debt owing to an affiliate
of Siemens AG, which repairs and maintains the facility.


METRO FUEL: Court Rejects Bid for Mareva Injunction v. Teamsters
----------------------------------------------------------------
Antonio Velasquez sued Metro Fuel Oil Corp., Apollo Petroleum
Transport LLC, and International Brotherhood of Teamsters,
Chauffeurs, Warehousemen and Helpers of America (AFL-CIO) Local
553, claiming they all discriminated against and inflicted
emotional distress on the Plaintiff when he alerted them to
certain safety hazards.  Mr. Velasquez has sought a "Worldwide
Mareva Injunction" against the Defendants.

On Oct. 25, 2012, Magistrate Judge Lois Bloom issued a report and
recommendation denying the Plaintiff's motion for a Mareva
injunction because federal courts do not have the power to issue
such an injunction.

In view of the bankruptcy filing of Metro Fuel and Apollo
Petroleum, District Judge Nicholas G. Garaufis has proceeded to
rule on the Plaintiff's request only as to the union, which is not
affected by the bankruptcy petition.  In a Nov. 19, 2012 Order
available at http://is.gd/Z11H0ffrom Leagle.com, Judge Garaufis
adopted the magistrate judge's recommendation and denied the
Plaintiff's request for a Mareva injunction as to the Teamsters.

The case is, ANTONIO VELASQUEZ, JR., Plaintiff, v. METRO FUEL OIL
CORP., APOLLO PETROLEUM TRANSPORT LLC, and INTERNATIONAL
BROTHERHOOD OF TEAMSTERS, CHAUFFEURS, WAREHOUSEMEN AND HELPERS OF
AMERICA (AFL-CIO) LOCAL 553, Defendants, No. 12-CV-01548
(E.D.N.Y.).

                         About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913).  Judge Elizabeth S. Stong presides over the case.
Nicole Greenblatt, Esq., at Kirkland & Ellis LLP, represents the
Debtor.  The Debtor selected Epiq Bankruptcy Solutions LLC as
notice and claims agent.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.


MICHAELS STORES: Files Form 10-Q, Posts $36MM Net Income in Q3
--------------------------------------------------------------
Michaels Stores, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $36 million on $1.01 billion of net sales for the quarter ended
Oct. 27, 2012, compared with net income of $32 million on
$996 million of net sales for the same period during the prior
year.

For the nine months ended Oct. 27, 2012, the Company reported net
income of $102 million on $2.88 billion of net sales, compared
with net income of $79 million on $2.80 billion of net sales for
the same period a year ago.

The Company's balance sheet at Oct. 27, 2012, showed $1.90 billion
in total assets, $4.27 billion in total liabilities, and a
$2.37 billion total stockholders' deficit.

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

                        http://is.gd/Wa25vh

                       About Michaels Stores

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

                           *     *     *

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

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


MOHEGAN TRIBAL: Accepts Resignation of Former President and CEO
---------------------------------------------------------------
The Mohegan Tribal Gaming Authority announced the departure of the
former President and Chief Executive Officer of Mohegan Sun,
Jeffrey E. Hartmann, from the company.  In connection with Mr.
Hartmann's departure, the Authority has accepted Mr. Hartmann's
resignation and the parties have mutually agreed to terminate Mr.
Hartmann's amended employment agreement dated Feb. 14, 2012.  Mr.
Hartmann will receive a continuation of his salary through Sept.
26, 2014, and remains subject to a one year non-compete.

               About Mohegan Tribal Gaming Authority

Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is an
instrumentality of the Mohegan Tribe of Indians of Connecticut, or
the Tribe, a federally-recognized Indian tribe with an
approximately 507-acre reservation situated in Southeastern
Connecticut, adjacent to Uncasville, Connecticut.  The Authority
has been granted the exclusive authority to conduct and regulate
gaming activities on the existing reservation of the Tribe,
including the operation of Mohegan Sun, a gaming and entertainment
complex located on a 185-acre site on the Tribe's reservation.
Through its subsidiary, Downs Racing, L.P., the Authority also
owns and operates Mohegan Sun at Pocono Downs, a gaming and
entertainment facility located on a 400-acre site in Plains
Township, Pennsylvania, and several off-track wagering facilities
located elsewhere in Pennsylvania.

PricewaterhouseCoopers LLP, in Hartford, Connecticut, expressed
substantial doubt about the Authority's ability to continue as a
going concern following the 2011 annual report.  The independent
auditors noted that of the Authority's total debt of $1.6 billion
as of Sept. 30, 2011, $811.1 million matures within the next
twelve months, including $535.0 million outstanding under the
Authority's Bank Credit Facility which matures on March 9, 2012,
and the Authority's $250.0 million 2002 8% Senior Subordinated
Notes which mature on April 1, 2012.  In addition, a substantial
amount of the Authority's other outstanding indebtedness matures
over the following three fiscal years.

The Company's balance sheet at June 30, 2012, showed $2.22 billion
in total assets, $2.01 billion in total liabilities and $207.83
million in total capital.

                           *     *     *

As reported by the TCR on March 14, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Uncasville,
Conn.-based Mohegan Tribal Gaming Authority (MTGA) to 'B-' from
'SD'.

"The upgrade to 'B-' reflects our reassessment of the Authority's
capital structure following the completion of its comprehensive
debt refinancing plan," said Standard & Poor's credit analyst
Melissa Long.  "While the completed transactions were not a de-
leveraging event, the post-exchange capital structure
substantially reduced MTGA's debt maturities over the next few
years," S&P said.

In the March 2, 2012, edition of the TCR, Moody's Investors
Service revised Mohegan Tribal Gaming Authority's Probability of
Default Rating to Caa1\LD from Caa3 following the completion of a
debt exchange transaction which Moody's views as a distressed
exchange.  Concurrently, Moody's raised MTGA's Corporate Family
Rating ("CFR") to Caa1 from Caa3 and revised its rating outlook to
stable from negative to reflect its improved credit profile as a
result of the exchange and recent debt covenant amendments.


MOMENTIVE PERFORMANCE: Satisfies Offering Escrow Conditions
-----------------------------------------------------------
Momentive Performance Materials Inc. previously announced that MPM
Escrow LLC and MPM Finance Escrow Corp., wholly owned special
purpose subsidiaries of the Company, completed the offering of
$1,100,000,000 aggregate principal amount of 8.875% First-Priority
Senior Secured Notes due 2020.  The Company further announced that
pursuant to an escrow agreement dated as of Oct. 25, 2012, among
the Escrow Issuers, The Bank of New York Mellon Trust Company,
N.A., as escrow agent and securities intermediary, and The Bank of
New York Mellon Trust Company, N.A., as trustee under the
indenture governing the Notes, the Escrow Issuers deposited the
gross proceeds of the Notes, together with additional amounts
necessary to redeem the Notes, if applicable, into a segregated
escrow account until the date that certain escrow conditions were
satisfied.  The Escrow Conditions included:

   (i) the assumption by the Company of all obligations of the
       Escrow Issuers under the Notes;

   (ii) either (a) the execution and delivery of certain
        amendments to the Company's senior secured credit
        facilities or (b) the entry by the Company into a new
        asset-based lending facility;

  (iii) the execution and delivery of certain security documents
        and intercreditor agreements securing the Notes; and

   (iv) the application of the net proceeds from the issuance of
        the Notes to, among other things, purchase, redeem or
        discharge all of the Company's outstanding $200 million
        aggregate principal amount of 12 1/2% Second-Lien Senior
        Secured Notes due 2014.

On Nov. 16, 2012, the Company entered into the Credit Agreement
Amendment, discharged the aggregate outstanding amount of the
Second Lien Notes, consummated the MPM Assumption and fully
satisfied the remaining Escrow Conditions.

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company had a net loss of $140 million in 2011, following a
net loss of $63 million in 2010.  Net loss in 2009 was
$42 million.

The Company's balance sheet at June 30, 2012, showed $3.02 billion
in total assets, $3.92 billion in total liabilities, and a
$901 million total deficit.

                           *     *     *

As reported by the TCR on May 14, 2012, Moody's Investors Service
lowered Momentive Performance Materials Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from
B3.  The action follows the company's weak first quarter results
and expectations for a slower than expected recovery in volumes in
2012.

In the Aug. 15, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered all of its ratings on MPM by two notches,
including the corporate credit rating to 'CCC' from 'B-'.  The
outlook is negative.

"The likelihood that earnings and cash flow will remain very weak
for the next several quarters prompted the downgrade," explained
credit analyst Cynthia Werneth.  "In our view, leverage is
unsustainably high, with total adjusted debt to EBITDA above 15x
as of June 30, 2012."


MONITOR CONSULTING: Business Goes Up for Auction Jan. 9
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Monitor Co. Group LP will hold an auction on Jan. 9
to learn if anyone will beat the $116.2 million bid from Deloitte
Consulting LLP.  Under procedures approved on Nov. 21 by the U.S.
Bankruptcy Court in Delaware, competing bids are due Jan. 7.  A
hearing to approve the sale will take place Jan. 11.  Deloitte's
offer includes the assumption of specified debt and cash to cure
payment defaults on contracts going along with the sale.

                    About Monitor Company Group

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors propose to hold an auction on Nov. 28, 2012, at the
offices of the Sellers' counsel, Ropes & Gray LLP in New York.
Closing of the deal must occur by the earlier of (i) 30 days
following entry of the Sale Order and (ii) Feb. 28, 2013.


NESBITT PORTLAND: Proofs of Claim Due Jan 1
-------------------------------------------
Creditors of Nesbitt Portland Property et al. must file their
proofs of claim by Jan. 15, 2013, according to an order entered by
the bankruptcy judge.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight Embassy
Suites hotels.  The eight hotels were pledged by the Debtors as
collateral for the loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
owns and/or operates 23 branded hotels in 11 states across the
U.S.  Windsor Capital is the largest private owner and operator of
Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 12-12883) on July 31,
2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Debtors are represented in the Chapter 11 case by attorneys at
Susi & Gura, PC, and Griffith & Thornburgh LLP.  Alvarez & Marsal
North American, LLC, serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled $29.4
million in assets and $192.3 million in liabilities.  Nesbitt
Portland's hotel property is valued at $27.19 million, and secures
a $191.9 million debt to U.S. Bank.


NESBITT PORTLAND: Court OKs Susi, Griffith as Bankruptcy Lawyers
----------------------------------------------------------------
Nesbitt Portland Property LLC and its debtor-affiliates sought and
obtained permission to employ the law firms Susi & Gura PC as
general counsel, and Griffith & Thornburgh LLP as co-counsel.

Both firms attest they are "disinterested" as the term is defined
in 11 U.S.C. Sec. 101(14), and do not have any interest adverse to
the Debtors or the bankruptcy estates.

Both firms will be paid on an hourly basis.  Susi & Gura's hourly
rates are:

          Peter Susi, member           $475 per hour
          Jonathan G. Gura             $375 per hour
          Legal assistants              $95 per hour

Griffith's hourly rates are:

          Joseph M. Sholder, partner   $400 per hour
          Jill M. Himlan               $275 per hour
          Paralegals                   $125 per hour

Susi & Gura received a $22,500 prepetition retainer, plus the
Chapter 11 filing fee in each of the Debtors' cases.  Griffith
received $7,500 from each of the Debtors.  The source of the
retainers paid to the firms were loans to the Debtors by Patrick
Nesbitt.  Mr. Nesbitt, in turn, derived the funds from a
distribution to him by Windsor Capital Group.

U.S. Bank National Association -- the Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer -- has
objected to the request.

Susi & Gura may be reached at:

          Jonathan Gura, Esq.
          Peter Susi, Esq.
          SUSI & GURA, A PROFESSIONAL CORP
          7 W Figueroa St, 2nd Flr
          Santa Barbara, CA 93101
          Tel: 805-965-1011
          Fax: 805-965-7351
          E-mail: jon@susigura.com

Griffith & Thornburgh LLP may be reached at:

          Joseph M. Sholder, Esq.
          GRIFFITH & THORNBURGH LLP
          8 E Figuerora St Ste 300
          Santa Barbara, CA 93101
          Tel: 805-965-5131
          Fax: 805-965-6751
          E-mail: sholder@g-tlaw.com

              About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight Embassy
Suites hotels.  The eight hotels were pledged by the Debtors as
collateral for the loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
owns and/or operates 23 branded hotels in 11 states across the
U.S.  Windsor Capital is the largest private owner and operator of
Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 12-12883) on July 31,
2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Debtors are represented in the Chapter 11 case by attorneys at
Susi & Gura, PC, and Griffith & Thornburgh LLP.  Alvarez & Marsal
North American, LLC, serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled $29.4
million in assets and $192.3 million in liabilities.  Nesbitt
Portland's hotel property is valued at $27.19 million, and secures
a $191.9 million debt to U.S. Bank.


NEWBOLD CORPORATION: Court Trims Chapter 7 Trustee's Lawsuit
------------------------------------------------------------
Bankruptcy Judge J. Craig Whitley dismissed portions of the causes
of action in the complaint filed by the Chapter 7 Trustee for
Newbold Corporation against Newbold Services, LLC, Edwin Carter,
Roger Birdsong, IH Services, Inc., and Michael G. Putnam.

The Chapter 7 Trustee's Amended Complaint alleges the Defendants
attempted to fraudulently acquire the Debtor's 60% interest in
Newbold Services for no consideration.  The Chapter 7 Trustee's
claims include civil conspiracy; aiding and abetting breach of
fiduciary duty and fraud; and unfair and deceptive trade
practices.  The Defendants contend that Manley, Carter and
Birdsong were the 60% owners of Newbold Services as of the
Debtor's petition date.

The lawsuit is, JOHN W. TAYLOR, Trustee for the Bankruptcy Estate
of Newbold Corporation, Plaintiff, v. NEWBOLD SERVICES, LLC, ERWIN
CARTER, ROGER BIRDSONG, IH SERVICES, INC., and MICHAEL G. PUTNAM,
Defendants, Adv. Proc. No. 12-3208 (Bankr. W.D. N.C.).  A copy of
the Court's Nov. 20, 2012 Order is available at
http://is.gd/vW5XjKfrom Leagle.com.

Newbold Corporation filed a voluntary Chapter 11 bankruptcy
petition (Bankr. W.D. N.C. Case No. 09-33421) on Dec. 10, 2009.
The case was converted to Chapter 7 on June 25, 2010.


OPTIONS MEDIA: Delays Form 10-Q for Third Quarter
-------------------------------------------------
Options Media Group Holdings, Inc., was unable to file its
quarterly report on Form 10-Q for the nine months ended Sept. 30,
2012, by the prescribed date of Nov. 14, 2012, without
unreasonable effort or expense because its internal accountants
need additional time to complete portions of the Report.  The
Company intends to file its Report on or prior to the prescribed
extended date.

                        About Options Media

Boca Raton, Fla.-based Options Media Group Holdings, Inc., had
historically been an Internet marketing company providing e-mail
services to corporate customers.  Additionally, Options Media has
a lead generation business and disposed of its SMS text messaging
delivery business.  In 2010, Options Media transitioned by
changing its focus to smart phones and acquiring a robust anti-
texting program that prohibits people in vehicles from texting, e-
mailing, and reading such communications while moving.  As part of
its focus on mobile software applications, Options Media has also
broadened its suite of products by continuing to improve the
features of its Drive Safe(TM) anti-texting software.  In
conjunction with this change of focus, in February 2011, Options
Media sold its e-mail and SMS businesses.  Options Media retains
its lead generation business.

The Company reported a net loss of $12.67 million in 2011,
compared with a net loss of $9.86 million in 2010.

In its audit report for the 2011 results, Salberg & Company, P.A.,
in Boca Raton, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss available to common
stockholders of $12.75 million, and net cash used in continuing
operations of $3.60 million for the year ended Dec. 31, 2011, and
a working capital deficit, stockholders' deficit and accumulated
deficit of $4.11 million, $3.56 million and $35.5 million,
respectively at Dec. 31, 2011.  The Company has also discontinued
certain operations.

The Company's balance sheet at June 30, 2012, showed $1.03 million
in total assets and $8.34 million in total liabilities.


OVERSEAS SHIPHOLDING: Investor Sues Citigroup, Morgan Stanley
-------------------------------------------------------------
Christie Smythe at Bloomberg News reports that Citigroup Inc.,
Morgan Stanley and HSBC Securities (USA) Inc. were among
underwriters sued by an investor in a $300 million debt offering
by Overseas Shipholding Group Inc.

According to the report, the underwriters and Overseas directors
and officers signed off on misleading financial documents for the
March 24, 2010, offering, according to the lawsuit filed Nov. 21
in New York state court in Manhattan.

Overseas sought bankruptcy protection after saying Oct. 22 that
its financial statements from 2009 through the first two quarters
of 2012 contained inaccuracies.  Before the announcement, the New
York-based company posted 13 straight quarters of net losses as
shipping rates fell.

According to the complaint, filed by Paul Otto Koether IRA
Rollover on behalf of all investors in the debt, documents
provided to investors in the $300 million offering contained
inaccuracies from previous financial filings.  The investor said
it is seeking to recoup losses after prices for the notes fell
about 58%.

"Unaware of the material misstatements in the offering materials,
investors purchased the notes in or traceable to the offering,"
David Wales, a lawyer for the plaintiff, said in the complaint.

The case is Paul Otto Koether IRA Rollover v. Arntzen,
654037/2012, New York Supreme Court, New York County
(Manhattan).

                    About Overseas Shipholding

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

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

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

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


PACIFIC GOLD: Two Additional Directors Elected at Annual Meeting
----------------------------------------------------------------
The 2012 annual meeting of stockholders of Pacific Gold Corp. was
held on Nov. 13, 2012.  The Company's stockholders voted to:

   (i) to elect Robert Landau and Mitchell Geisler as directors
       for the ensuing year;

  (ii) approve an amendment to the Company's Articles of
       Incorporation to (A) effect a reverse stock split of its
       Common Stock at a specific ratio within a range from 1-for-
       4 to 1-for-20 and to grant authorization to the Board of
       Directors to determine, at its discretion, the timing and
       the specific ratio of the reverse stock split; and (B) a
       decrease in the number of authorized shares of Common Stock
       from 5,000,000,000 to 3,000,000,000, subject to the Board
       of Directors' authority to abandon such amendment;

(iii) approve an amendment to the Company's Articles of
       Incorporation to change the par value of the Company's
       Common Stock from $0.001 per share to no par value; and

  (iv) ratify the selection by the Company's Board of Directors
       of Silberstein Ungar, PLLC, as the Company's independent
       registered public accounting firm for the fiscal year
       ending Dec. 31, 2012.

                        About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Silberstein Ungar,
PLLC, in Bingham Farms, Michigan, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred losses
from operations, has negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.

The Company reported a net loss of $1.38 million in 2011, compared
with a net loss of $985,278 in 2010.

The Company's balance sheet at June 30, 2012, showed $1.48 million
in total assets, $6.16 million in total liabilities, and a
$4.68 million total stockholders' deficit.


PARAMOUNT RESOURCES: Moody's Affirms 'B3' CFR; Rates Notes 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Paramount
Resource Ltd.'s proposed C$250 million senior unsecured notes
issue. Paramount's B3 Corporate Family Rating (CFR), B3
Probability of Default Rating (PDR) and existing Caa1 senior
unsecured rating were affirmed. The rating outlook was changed to
stable from negative. A Speculative Grade Liquidity rating of SGL-
3 was assigned.

The proceeds of the notes will be used to fund sizeable negative
free cash flow resulting from the company's large capital
expenditure program and to repay drawings under its revolving
credit facility.

"The affirmation of the B3 Corporate Family Rating and the change
in outlook to stable reflects our view that Paramount is
progressing towards a larger and more liquids-rich production
base," said Terry Marshall, Moody's senior vice president.
"Paramount has considerable available liquidity to bridge
significant negative free cash flow as it completes the Musreau
Deep Cut plant and releases liquids-rich production-behind-pipe in
the second half of 2013".

Upgrades:

  Issuer: Paramount Resources LTD

     Senior Unsecured Regular Bond/Debenture, Upgraded to LGD4,
     68% from LGD5, 73%

Assignments:

  Issuer: Paramount Resources LTD

     Speculative Grade Liquidity Rating, Assigned SGL-3

     Senior Unsecured Regular Bond/Debenture, Assigned a range of
     68 - LGD4 to Caa1

     Senior Unsecured Regular Bond/Debenture, Assigned a range of
     68 - LGD4 to Caa1

Outlook Actions:

  Issuer: Paramount Resources LTD

     Outlook, Changed To Stable From Negative

Rating Rationale

Paramount's B3 CFR is constrained by its significant exposure to
natural gas, low leveraged full-cycle ratio, and very weak
financial metrics. The rating is supported by substantial
alternate liquidity from publicly listed equity investments, the
company's willingness and ability to issue equity to support
capital investment, significant insider ownership (greater than 50
percent), and liquids-rich production growth potential that will
be possible with the completion and start-up of the Musreau Deep-
Cut plant in the second half of 2013.

The Caa1 unsecured notes are notched down from the B3 Corporate
Family Rating due to the prior-ranking debt in the form of the
C$300 million secured borrowing base revolving credit facility, as
per Moody's Loss Given Default Methodology.

The SGL-3 Speculative Grade Liquidity rating is based on the
assumption that the proposed November 2012 notes issuance closes
and reflects adequate liquidity through 2013. Pro forma for the
October 2012 equity offering and the November 2012 notes issuance,
Paramount will have about C$240 million of cash and C$258 million
available, after C$42 million of letters of credit, under its
C$300 million senior secured revolving credit facilities. One
tranche has commitments of C$225 million and is a borrowing base
facility that matures on November 30, 2013 with a one year term
out. The other tranche has commitments of C$75 million, matures on
November 30, 2013, and is secured by the company's equity
investments. Moody's expects that Paramount will generate roughly
C$600 million of negative free cash flow through 2013, which will
likely be funded with cash on hand and debt. Paramount also has
the flexibility to raise funds from asset sales, equity issuances,
and/or by selling shares from its equity investments, sources of
funds that it has accessed in the past.

The stable outlook reflects Paramount's considerable alternate
liquidity, as well as significant production-behind-pipe and
midstream assets that will provide cash flow from natural gas
liquids production. While a rating upgrade is not likely over the
near term, it would be considered if the company can execute its
development plan. Specifically, the rating could be upgraded if
liquids-rich production appears to be sustainable over 25,000 boe
per day, leverage, as measured by E&P debt to production is
sustainable below US$30,000 per boe and the LFCR can be maintained
over 1x. The rating could be downgraded if Paramount's liquidity
is strained with any significant reduction in value in its equity
investments or if it fails to advance its development program.

The principal methodology used in rating Paramount Resources was
the Global Independent Exploration and Production Industry
Methodology published in December 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Paramount Resources Ltd. is a Calgary, Alberta-based natural gas
focused exploration and production company with principal
properties in Alberta, and average production of about 18,000 boe
per day (80% natural gas).


PARAMOUNT RESOURCES: S&P Rates New C$250MM Sr. Unsecured Notes 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '2' recovery rating to Calgary, Alta.-based Paramount
Resources Ltd.'s proposed C$250 million senior unsecured notes.

"The '2' recovery rating indicates our expectation of substantial
(70%-90%) recovery in the event of a default. We understand that
the company will use the proceeds to fund future capital
expenditures and for general corporate purposes," S&P said.

"The 'B' rating and negative outlook on Paramount reflect our view
of the company's 'vulnerable' business risk profile and 'highly
leveraged' financial risk profile," said Standard & Poor's credit
analyst Aniki Saha-Yannopoulos.

"The ratings also reflect what Standard & Poor's views as the
company's weak credit measures, high capital expenditure in the
near-term, meaningful exposure to low natural gas prices and high-
cost structure. The ratings also incorporate our assessment of
Paramount's less-than-adequate liquidity," S&P said.

RATINGS LIST

Paramount Resources Ltd.

Corporate credit rating            B-/Negative/--

Ratings Assigned
C$250 million sr unsecured notes   B
Recovery rating                   2


PEMCO WORLD: Wants Plan Exclusivity Extended to Jan. 4
------------------------------------------------------
WAS Services, Inc., formerly known as Pemco World Air Services,
Inc., asks the U.S. Bankruptcy Court to extend the exclusive
period to file a chapter 11 plan and solicit acceptances of such
plan to Jan. 4, 2013, and March 4, 2013, respectively.

The Debtors noted that they have (i) consummated the sale of
substantially all of their assets to Avion Services Holdings, LLC,
(ii) concluded their remaining operations and taken substantial
steps to wind down their facilities, and (iii) filed, along with
Sun Aviation, a Joint Plan of Reorganization and Disclosure
Statement.

The Debtors said they are well on their way to confirming the
Joint Plan.  The Joint Plan and the Disclosure Statement were
filed on Oct. 2, 2012 and the hearing to approve the Disclosure
Statement pursuant to the Disclosure Statement Motion was set for
Nov. 13, 2012.

                         About Pemco World

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

On June 15, the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.


PONCE DE LEON: Court Won't Stay Cash Collateral, Plan Orders
------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte denied the request of
creditor PRLP 2011 Holdings, LLC, to stay two orders authorizing
Ponce De Leon 1403, Inc., to use cash collateral up to and
including the date of the plan confirmation hearing; and approving
the disclosure statement explaining the Debtor's bankruptcy-exit
plan.

PRLP alleges that the court erred in granting the Order extending
the use of the cash collateral because the Debtor failed to evince
the "equity cushion" under the fair market value approach pursuant
to 11 U.S.C. Sec. 363(e) and (p).  PRLP also alleges the court
erred because the Debtor failed to demonstrate the value of the
Metro Plaza Towers Condominium Apartments collateral pursuant to
the fair market value approach contrary to the provisions of 11
U.S.C. Sec. 1125(a)(1).

The Debtor has scheduled PRLP as a secured creditor with a claim
of $14,723,989 secured by Metro Plaza Towers Condominium
Apartments, 47 apartments, commercial area and parkings.  Since
the bankruptcy filing, the Debtor has paid PRLP over $2 million
from apartment unit sales.

Judge Lamoutte reiterated that PRLP is adequately protected by a
sufficient equity cushion in the Debtor's real estate properties.

A copy of the Court's Nov. 20, 2012 Opinion and Order is available
at http://is.gd/VASFUkfrom Leagle.com.

                        About Ponce De Leon

San Juan, P.R.-based Ponce De Leon 1403, Inc., developed,
constructed, and operates the Metro Plaza Tower condominium and
commercial property project in Santurce, Puerto Rico.  The Metro
Plaza Tower project consists of two 15-story towers atop a base
structure that serves as a parking garage, common area, and retail
space.  Each tower houses 87 residential units.  The base
structure provides approximately 567 parking spaces and has
approximately 14,000 square feet of commercial space available for
lease.  The common areas of the project include a swimming pool, a
gym, gardens and a gazebo.

Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D.
P.R. Case No. 11-07920) on Sept. 19, 2011.  The Debtor estimated
both assets and debts of between US$10 million and US$50 million.

Carmen Conde Torres, Esq., at C. Conde & Assoc., in Old San Juan,
Puerto Rico, represents the Debtor as counsel.

On April 13, 2012, the Debtor filed its Disclosure Statement and
Chapter 11 Plan of Reorganization.  The Court approved the
Disclosure Statement on June 25, 2012.


POSITIVEID CORP: Files Form 10-Q, Incurs $2.3-Mil. Net Loss in Q3
-----------------------------------------------------------------
PositiveID Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.32 million on $0 of revenue for the three months ended
Sept. 30, 2012, compared with a net loss of $6.32 million on $0 of
revenue for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $6.56 million on $0 of revenue, compared with a net
loss of $12.07 million on $0 of revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2012, showed
$2.69 million in total assets, $6.23 million in total liabilities,
and a $3.54 million total stockholders' deficit.

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

                         http://is.gd/8PAkqi

                          About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

EisnerAmper LLP, in New York, expressed substantial doubt about
PositiveID'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 a working capital
deficiency and an accumulated deficit.  "Additionally, the Company
has incurred operating losses since its inception and expects
operating losses to continue during 2012.


POSITRON CORP: Incurs $1.5 Million Net Loss in Third Quarter
------------------------------------------------------------
Positron Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
and comprehensive loss of $1.56 million on $370,000 of revenue for
the three months ended Sept. 30, 2012, compared with a net loss
and comprehensive loss of $1.45 million on $482,000 of revenue for
the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss and comprehensive loss of $5.76 million on $2.42 million
of revenue, compared with a net loss and comprehensive loss of
$5.02 million on $6.37 million of revenue for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2012, showed $3.51
million in total assets, $8.11 million in total liabilities and a
$4.59 million total stockholders' deficit.

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

                        http://is.gd/G0vxHZ

                    About Positron Corporation

Headquartered in Fishers, Indiana, Positron Corporation is a
molecular imaging company focused on nuclear cardiology.

The Company reported a net loss of $6.12 million in 2011, compared
with a net loss of $10.92 million in 2010.

Sassetti LLC, in Oak Park, Illinois, noted that the Company has a
significant accumulated deficit which raises substantial doubt
about the Company's ability to continue as a going concern.

                        Bankruptcy Warning

"The Company had cash and cash equivalents of $1,000 at Dec. 31,
2011.  The Company received $2.10 million in proceeds from
convertible notes and $845,000 in proceeds from the exercise of
warrants during 2011.  The Company believes that it may continue
to experience operating losses and accumulate deficits in the
foreseeable future.  If the Company is unable to obtain financing
to meet its cash needs the Company may have to severely limit or
cease its business activities or may seek protection from its
creditors under the bankruptcy laws," the Company said in its
annual report for the year ended Dec. 31, 2011.


POWERWAVE TECHNOLOGIES: Files Updated Fiscal 2012 Form 10-K
-----------------------------------------------------------
Powerwave Technologies, Inc., provides updated consolidated
financial statements as of Jan. 1, 2012, for each of the three
years in the period ended Jan. 1, 2012.

In the Company's unaudited consolidated financial statements
included in its quarterly report on Form 10-Q for the quarter
ended Sept. 30, 2012, the Company disclosed certain conditions
subsequent to 2011, including significant negative cash flows from
operations, declining revenue and cash expenses from restructuring
activities that raises substantial doubt about its ability to
continue as a going concern.

The updated Consolidated Financial Statements include the
following changes:

   (i) The information included in "Note 19 - Subsequent Event"
       has been added to the Company's Annual Report on Form 10-K
       filed on Feb. 28, 2012, related to the Company's ability to
       continue as a going concern; and

  (ii) Deloitte & Touche LLP, the Company's independent registered
       public accounting firm, reissued its report and included an
       explanatory paragraph related to the Company's ability to
       continue as a going concern.

The updated Consolidated Financial Statements are not being filed
as a result of an error in the Company's previously filed
financial statements and no other changes or modifications have
been made to the Consolidated Financial Statements.

The Company reported a net loss of $77.61 million on $444.44
million of net sales for the fiscal year ended Jan. 1, 2012,
compared with net income of $3.71 million on $591.46 million of
net sales for the fiscal year ended Jan. 2, 2011.

The Company's balance sheet at Jan. 1, 2012, showed $342.33
million in total assets, $375.02 million in total liabilities and
a $32.69 million net shareholders' deficit.

Deloitte & Touche LLP, in Costa Mesa, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Jan. 1, 2012.  The independent auditors noted
that the Company's significant negative cash flows from
operations, declining revenue and cash expenses from restructuring
activities subsequent to Jan. 1, 2012, raise substantial doubt
about its ability to continue as a going concern.

A copy of the Report is available for free at:

                        http://is.gd/a4IQDI

                    About Powerwave Technologies

Powerwave Technologies, Inc., headquartered in Santa Ana, Calif.,
is a global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

According to the quarterly report for the period ended July 1,
2012, the Company has experienced significant recurring net losses
and operating cash flow deficits for the past four quarters.  The
Company's ability to continue as a going concern is dependent on
many factors, including among others, its ability to raise
additional funding, and its ability to successfully restructure
operations to lower manufacturing costs and reduce operating
expenses.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.


QUAMTEL INC: Delays Form 10-Q for Third Quarter
-----------------------------------------------
Quamtel, Inc., was unable to file its quarterly report on Form 10-
Q for the fiscal quarter ended Sept. 30, 2012, by the prescribed
date of Nov. 14, 2012, without unreasonable effort or expense
because the Company needs additional time to complete certain
disclosures and analyses to be included in the Report.  In
accordance with Rule 12b-25 promulgated under the Securities
Exchange Act of 1934, as amended, the Company intends to file its
Report on or prior to the fifth calendar day following the
prescribed due date.

                         About Quamtel Inc.

Dallas, Texas-based Quamtel, Inc., is a communications company
offering, through its subsidiaries, a comprehensive range of
mobile broadband and communications products and services that are
designed to meet the needs of individual consumers, businesses,
government subscribers and resellers.  The Company's common stock
trades on the OTC Bulletin Board (OTC BB) under the symbol "QUMI."

In its report on the 2011 financial statements, RBSM LLP, in New
York, New York, expressed substantial doubt about Quamtel's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
in the current year and also in the past.

The Company reported a net loss of $4.49 million on $1.93 million
of revenues for 2011, compared with a net loss of $10.05 million
on $2.18 million of revenues for 2010.

The Company's balance sheet at June 30, 2012, showed $2.37 million
in total assets, $2.77 million in total liabilities and a $400,372
total shareholders' deficiency.


RACKWISE INC: Incurs $2.9 Million Net Loss in Third Quarter
-----------------------------------------------------------
Rackwise, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.90 million on $545,859 of revenue for the three months ended
Sept. 30, 2012, compared with a net loss of $2.25 million on
$664,822 of revenue for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $7.80 million on $2.42 million of revenue, compared
with a net loss of $4.41 million on $1.46 million of revenue for
the same period during the previous year.

The Company's balance sheet at Sept. 30, 2012, showed $941,998 in
total assets, $7.19 million in total liabilities and a $6.25
million total stockholders' deficiency.

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

                        http://is.gd/kp5f1b

                         About Rackwise Inc.

Rackwise, Inc., is a software development, sales and marketing
company within the markets of IT infrastructure, data center
monitoring, management and optimization, data center cost
efficiency and green data centers.  The Company's executive
offices are currently located in San Francisco, California, and
the Company has a software development and data center in the
Research Triangle Park in Raleigh, North Carolina.  The Company is
in the process of relocating our executive offices to Folsom,
California and expanding its software development center.

As reported in the TCR on April 9, 2012, Marcum LLP, in New York,
N.Y., expressed substantial doubt about Rackwise, 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 not achieved a sufficient level of
revenues to support its business and has suffered recurring losses
from operations.


REALOGY CORP: Redeems $64.5MM Sr. Notes, $40.8MM Toggle Notes
-------------------------------------------------------------
Realogy Group LLC, formerly known as Realogy Corporation, redeemed
the remaining $64,470,000 aggregate principal amount of
outstanding 10.50% Senior Notes due 2014 in accordance with the
terms and provisions of the indenture governing the 10.50% Senior
Notes, dated as of April 10, 2007, among Realogy Group, Realogy
Holdings Corp., the subsidiary guarantors party thereto, and The
Bank of New York Mellon Trust Company, N.A., at a redemption price
of 102.625%.  In connection with the redemption of the 10.50%
Senior Notes, Realogy Group paid total consideration of
approximately $66.7 million, which included accrued and unpaid
interest and the premium associated with the redemption.

Immediately following that redemption, Realogy Group cancelled the
10.50% Senior Notes and discharged the 10.50% Senior Notes
Indenture in accordance with its terms.

On Nov. 16, 2012, Realogy Group also redeemed the remaining
approximately $40,831,870 aggregate principal amount of
outstanding 11.00%/11.75% Senior Toggle Notes, in accordance with
the terms and provisions of the indenture governing the Senior
Toggle Notes, dated as of April 10, 2007, among Realogy Group, the
Company, the Subsidiary Guarantors and the Trustee at a redemption
price of 102.750%.  In connection with the redemption of the
Senior Toggle Notes, Realogy Group paid total consideration of
approximately $42.3 million, which included accrued and unpaid
interest and the premium associated with the redemption.

Immediately following that redemption, Realogy Group cancelled the
Senior Toggle Notes and discharged the Senior Toggle Notes
Indenture on Nov. 16, 2012.

The 10.50% Senior Notes and Senior Toggle Notes were redeemed
using a portion of the net proceeds from the Company's recent
initial public offering.

Prior to Nov. 16, 2012, all of the outstanding 11.00% Series A
Convertible Senior Subordinated Notes due 2018, 11.00% Series B
Convertible Senior Subordinated Notes due 2018 and 11.00% Series C
Convertible Senior Subordinated Notes due 2018, were converted
into common stock of the Company in accordance with the terms and
provisions of the Convertible Notes Indenture, dated as of Jan. 5,
2011, by and among Realogy Group, the Company, the Subsidiary
Guarantors and the Trustee.  On Nov. 16, 2012, the Convertible
Notes Indenture was accordingly discharged.  As previously
announced, Realogy Group intended to redeem, on Nov. 16, 2012, any
Convertible Notes not submitted for conversion prior to that date.

As of Nov. 16, 2012, the Company had approximately 144.8 million
shares of common stock outstanding for purposes of calculating
earnings per share on a primary basis.

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company reported a net loss of $439 million in 2011, a net
loss of $97 million in 2010, and a net loss of $260 million in
2009.

The Company's balance sheet at Sept. 30, 2012, showed $7.35
billion in total assets, $9.09 billion in total liabilities and a
$1.74 billion total deficit.

                           *     *     *

In the Oct. 9, 2012, edition of the TCR, Moody's Investors Service
upgraded certain debt ratings of Realogy, Inc., including the
Corporate Family to Caa1, Probability of Default and senior
unsecured to Caa2 and senior subordinated to Caa3.  The rating
upgrades incorporate Moody's view that Realogy is positioned to
benefit as the number of residential home sales and the average
price of each transaction in the U.S. are expected to continue to
grow modestly through 2013.

As reported by the TCR on Oct. 15, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B' from 'CCC' and removed it, along with all related issue-level
ratings, from CreditWatch, where it was placed with positive
implications Sept. 28, 2012.

"The action follows the completion of the company's IPO of its
common stock.  Concurrent with and in addition to the IPO, Realogy
converted $1.9 billion in convertible debt to common stock," S&P
said.


REDONDO CONSTRUCTION: 1st Cir. Vacates Award of Interest
--------------------------------------------------------
The U.S. Court of Appeals for the First Circuit vacated lower
court orders awarding Redondo Construction Corporation interest in
its dispute against the Puerto Rico Highway and Transportation
Authority.

Redondo Construction sued the Authority in U.S. Bankruptcy Court
for the District of Puerto Rico, claiming amounts due for work
performed on five construction projects.  Redondo claimed that the
Authority failed to compensate it for additional work Redondo had
to perform on each project due to unanticipated problems,
including unforeseen site conditions and flawed design plans.
Following a lengthy trial, the bankruptcy court awarded Redondo a
total of nearly $10,250,000 in damages, plus interest at 6% per
annum from the "payment due" date for each project.

The Authority challenged the bankruptcy court's decision in the
district court, arguing that the bankruptcy court erred in
awarding Redondo damages on some of the claims and in assessing
interest under Rule 44.3(b) of the Puerto Rico Rules of Civil
Procedure. The district court affirmed the judgment in all
respects, without elaborating its reasons for affirming the award
of interest.

On appeal, the Authority argues that, to the extent the 6%
interest award represents postjudgment interest, the rate instead
should be 0.11% in accordance with 28 U.S.C. Sec. 1961.  It also
argues that no prejudgment interest was owed because the Court did
not make a finding that the Authority had engaged in obstinate
conduct in the course of the litigation, as Rule 44.3(b) requires.
Finally, it argues that the Court erroneously awarded Redondo an
excess amount for its patent and excise taxes claim for one
project.

The First Circuit held the interest awarded in the case was not
intended to be postjudgment interest.  The judgment provides that
interest at 6% per annum began to accrue from specified dates when
the Authority was required to pay Redondo's claims for each
project, well before the entry of judgment in Redondo's favor.
Although the judgment does not specify the end date for the
accrual of interest, there is nothing to suggest that it would
extend beyond the date of entry of the judgment.

The issue of postjudgment interest nonetheless remains, according
to the First Circuit.  The Authority deposited the amount of the
judgment with the clerk of the district court on Feb. 17, 2012,
stalling the accrual of postjudgment interest as of that date.
Because the judgment had been entered on Sept. 30, 2011, the First
Circuit said Redondo is entitled to postjudgment interest for the
period between the entry of judgment and the date of deposit.  The
Authority suggests that the amount that it deposited includes
interest at a rate of 6% for that time period, rather than the
lower statutory rate.  The First Circuit remands the matter for
assessment of postjudgment interest from Sept. 30, 2011 to
Feb. 17, 2012 at the rate provided in 28 U.S.C. Sec. 1961.

The First Circuit also noted that the bankruptcy court awarded
Redondo prejudgment interest on all damages at the rate of 6% per
annum from the payment due date for each project.  The parties
disagree whether the interest was assessed as a sanction under
Rule 44.3(b) of the Puerto Rico Rules of Civil Procedure or as
damages for contractual delay under Article 1061 of the Puerto
Rico Civil Code.  The Authority maintains that prejudgment
interest was awarded pursuant to Rule 44.3(b) but erroneously so
because the Court failed to make the requisite finding that the
Authority was obstinate in litigating the case.  Redondo concedes
that the lack of a finding of obstinacy precludes assessment of
interest pursuant to Rule 44.3, but argues that the Court awarded
interest pursuant to Article 1061, not pursuant to Rule 44.3.

To salvage the interest award, Redondo argues that the bankruptcy
court did not mean what it said.  Redondo maintains the Court in
fact awarded interest for contractual delay pursuant to Article
1061 but instead cited to Rule 44.3(b) either in error or to
indicate its inapplicability.

"We cannot indulge such speculation. The bankruptcy court did
acknowledge that one basis for Redondo's interest claim was
Article 1061.  Nothing in the opinion, however, indicates that the
court awarded interest on this basis," the First Circuit said.

Because uncertainty surrounds the prejudgment interest award, the
First Circuit remands the case to the district court with
instructions to vacate that award and return the case to the
bankruptcy court for a determination of whether an award of
prejudgment interest is appropriate, and, if so, the basis for the
award, the applicable rate of interest, and the period of accrual.

The Authority's final claim is that the court erroneously awarded
Redondo an excess amount for its patent and excise taxes claim for
the Ponce-Adjuntas PR-10 project.  The Court awarded $1,082,654.56
for the claim despite the fact that Redondo revised the amount to
$818,302 at trial and presented evidence only as to that amount.
The First Circuit said reducing the amount for this claim requires
further modification of the judgment because Redondo was awarded
15% profit on all its successful claims. Redondo concedes the
error and consents to the modification of the judgment as
requested by the Authority.  Accordingly, First Circuit remands
for entry of a revised partial judgment bearing such
modifications.

The case before the appeals court is, REDONDO CONSTRUCTION
CORPORATION, Appellee, v. PUERTO RICO HIGHWAY AND TRANSPORTATION
AUTHORITY, Appellant, No. 12-1326 (1st Cir.).  A copy of the Fifth
Circuit's Nov. 21, 2012 is available at http://is.gd/qwITRNfrom
Leagle.com.

Redondo Construction Corporation has been in the construction
business for 30 years, and worked on many public and government
projects.  Redondo filed for chapter 11 protection (Bankr. D. P.R.
Case No. 02-02887) on March 19, 2002, and the Bankruptcy Court
confirmed the Debtor's chapter 11 plan on Oct. 6, 2005.


RESIDENTIAL CAPITAL: Assets Sale Approved Over Objections
---------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York approved the sale of Residential Capital LLC
and its debtor affiliates' asset portfolios to Ocwen Loan
Servicing, LLC, and Berkshire Hathaway Inc.'s affiliate, BMMZ
Holdings LLC.

The Debtors will sell their mortgage servicing and origination
platform to Ocwen and Walter Investment Management Corporation.
The joint bidders placed a $3 billion bid, topping Nationstar
Mortgage Holdings Inc.'s $2.91 billion bid.

Under Ocwen and Walter's arrangement, Walter will administer
$50 billion in loans owned by Fannie Mae.  Specifically, Walter
will administer the Debtors' assets composed of:

   (i) Purchased Mortgage Servicing Rights in respect of Fannie
       Mae Agency Loans, related Servicing Advances, and rights
       to receive related Servicing Compensation, including
       Servicing Compensation that is accrued and unpaid as of
       the Closing Date;

  (ii) The Interim Servicing Addendum to the Mortgage Selling and
       Servicing Contract, dated August 10, 2007, between Fannie
       Mae and GMAC Mortgage, related Servicing Advances, and
       rights to receive related Servicing Compensation,
       including Servicing Compensation that is accrued and
       unpaid as of the Closing Date; and

(iii) All assets including:

       -- all plant, property and equipment, employees and
          intellectual property relating to the Consumer Lending
          Platform,

       -- the WALT system, Eclipse, loan optimizer and any and
          all Intellectual Property related to the Consumer
          Lending Platform and Business Lending,

       -- other assets relating to residential mortgage loan
          originations and capital markets platforms as described
          in the Confidential Information Memorandum dated
          June 23, 2012 and

       -- other assets as will be agreed among Ocwen, the Sellers
          and the Walter Entity.

A full-text copy of Judge Glenn's Order approving the sale of the
Debtors' assets to Ocwen/Walter, dated Nov. 21, 2012, is available
for free at:

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

The Debtors will sell their whole loan assets to a Berkshire
Hathaway unit.  Berkshire Hathaway placed a $1.5 billion bid for
the loan portfolio, which comprises of 47,000 loans.  A full-text
copy of Judge Glenn's Order approving the sale of the Debtors'
assets to Berkshire, dated Nov. 21, 2012, is available for free
at http://bankrupt.com/misc/rescap_bhsaleord.pdf

"We are very pleased to have obtained the Court's approval as it
has resulted in the best possible outcome for our creditors,"
said ResCap Chief Executive Officer Thomas Marano.  "Working
closely with Berkshire Hathaway and both Ocwen and Walter
Investment, the ResCap management team will create a smooth
transition for our employees and ensure the servicing transfer is
as seamless as possible for homeowners."

The asset sales, subject to satisfaction of customary closing
conditions including third-party consents, is expected to close
in the first quarter of 2013.

                       Objections Overruled

Judge Glenn overruled the objections raised by The Bank of New
York Mellon and The Bank of New York Mellon Trust Company, N.A.,
Deutsche Bank Trust Company Americas, Deutsche Bank National Trust
Company, U.S. Bank National Association and Wells Fargo Bank,
N.A., solely in their respective capacities as trustees or
indenture trustees for certain mortgaged backed securities trusts,
and other parties-in-interest filed objections to the proposed
sale of the Debtors' assets to Ocwen Financial Corp./Walter
Investment Management Corp. and Berkshire Hathaway Inc.

The RMBS Trustees objected to the proposed sales if the proposed
sales attempt to limit the scope of obligations under the
purchase sale agreements to be assumed and assigned and if the
Debtors fail to provide the RMBS Trustees with adequate assurance
of future performance by the purchaser of the mortgage servicing
platform.  Wells Fargo Bank, N.A., The Bank of New York Mellon,
and U.S. Bank National Association joined in the RMBS Trustees'
objection.

With respect to the RMBS Trustee Cure Claims, any cure claims the
RMBS Trusts may have relating to any assigned RMBS Contracts will
be reserved and, to the extent allowed, as adequate assurance for
their payment by the Debtors, the RMBS Trust Cure Claims will have
administrative expense priority.

An ad hoc group comprised of certain holders of 9.625% Junior
Secured Guarantee Notes due 2015 issued under the Indenture dated
June 6, 2008, objected to the proposed sale of the assets only to
ensure that any order approving the sale transactions do not
prejudice the Junior Secured Noteholders' rights with respect to
the allocation or distribution of the sales' proceeds at a future
date.

Ally Financial Inc. and Ally Bank filed a limited objection asking
that any order approving the asset sales must comply with the
Consent Order among Residential Capital, LLC, GMAC Mortgage, LLC,
AFI, Ally Bank, the Federal Reserve Board, and the Federal Deposit
Insurance Corporation, dated April 13, 2011; the consent judgment
among the U.S. Department of Justice, the Attorneys General of
certain states, ResCap, GMACM, and AFI, dated February 9, 2012,
and the Order of Assessment issued by the FRB, dated February 10,
2012, and provide adequate assurance of the compliance with the
Consent Obligations, which continue to bind the Debtors and any
purchaser. AFI also submitted a letter agreement it entered into
with Ocwen and Walter, a full-text copy of which letter dated
Nov. 19, 2012, is available for free at:

      http://bankrupt.com/misc/rescap_afiocwen1119letter.pdf

The Official Committee of Unsecured Creditors and the U.S.
Government said that they have worked closely with the Debtors
throughout the bid and auction process and generally support the
sale of the Platform Assets and the Whole Loan Assets to Ocwen
Loan Servicing, LLC and Berkshire Hathaway Inc., respectively.
In connection with finalizing the sales, however, the Committee
and the U.S. Government are in discussions with the Debtors, the
purchasers and other parties-in-interest on certain modified
terms of the asset purchase agreements, the proposed sale orders,
and other sale-related documents.  There are a number of items
that remain open, and negotiations among the parties-in-interest
are ongoing, the Committee said.  These unresolved issues include:

   -- the Debtors' prematurely removal of contracts from the
      Ocwen APA because they allegedly were unable to resolve
      cure objections with respect to those contracts and not
      disclosing the cost of the estates of not assigning these
      contracts;

   -- non-insulation of AFI from claims arising from compliance
      with the Consent Order and Consent Judgment;

   -- Ocwen's entry into a transition services agreement;

   -- sale order should remain neutral on allocation of purchase
      price;

   -- sale order should clarify that estate claims are not
      purchased assets; and

   -- compliance with Section 363(o) of the Bankruptcy Code.

The Government also echoed Ally's argument that the Debtors
should be barred from selling their assets unless they honor
their part in the $25 billion legal settlement with the U.S.
Government Department of Justice and 49 states.

Lead plaintiffs in the consolidated securities class action
styled as New Jersey Carpenters Health Fund, et al., on Behalf
of Themselves and All Others Similarly Situated v. Residential
Capital, LLC, et al., filed in the U.S. District Court for the
Southern District of New York, Case No. 08-CV-8781 (HB), joined
by Union Central Life Insurance Company, Americas Life Insurance
Corp., and Acacia Life Insurance Company; Donna Moore, Frenchola
Holdern and Kith McMillon; and Cambridge Place Investment
Management Inc., stated they do not object to the asset sales but
asked to make sure books and records are preserved during the
asset sale.

The other objecting parties are:

   * Lewisville Independent School District and
     Carrollton-Farmers Branch Independent School District

   * Wells Fargo Bank, N.A.

   * PHH Mortgage Corporation

   * PNC Mortgage

   * Digital Lewisville LLC

   * Mortgage Electronic Registration Systems, Inc. and MERSCORP,
     Inc.

   * CitiMortgage, Inc.

   * The Frost National Bank

   * Syncora Guarantee Inc.

   * Local Texas Tax Authorities and City of Memphis

   * MERSCORP Holdings, Inc.

   * Connecticut Housing Finance Authority

   * California Housing Finance Agency

   * Ambac Assurance Corporation and The Segregated Account of
     Ambac Assurance Corporation

   * Los Angeles County Treasurer and Tax Collector

   * DB Structured Products, Inc., and MortgageIt Holdings, Inc.

   * Neighborhood Assistance Corporation of America

   * USAA Federal Savings Bank

   * Federal Home Loan Mortgage Corporation

   * Fannie Mae, formerly known as The Federal National Mortgage
     Association

   * County of San Benito

   * David Cruz, Jr., pro se claimant

   * Connecticut Housing Finance Authority

   * Branch Banking and Trust Company

   * OceanFirst Bank

   * DLJ Consortium composed of Bayview Acquisitions, LLC, DLJ
     Mortgage Capital, Inc., Roosevelt Depositor, LLC, Roosevelt
     Mortgage Acquisition Company, and Selene Finance LP

The Mortgage Servicing relating to the Agency Loans of Fannie
Mae, Freddie Mac or Ginnie Mae will not be transferred by the
Debtors to the Purchaser or otherwise without the express prior
written consent of Fannie Mae, Freddie Mac, or Ginnie Mae in
their sole and absolute discretion.  The assumption and
assignment of any agreements between any of the Debtors and
Fannie Mae, including the Mortgage Selling and Servicing Contract
dated as of August 9, 2006, will be subject to the express prior
written consent of Fannie Mae.  The Debtors will also not assume
or assign any agreement between any of the Debtors and Freddie
Mac, including the Master Agreement dated as of July 22, 2011,
without the express prior written consent of Freddie Mac.  Any
proposed severance of rights and obligations or any other
proposed modification of any agreement between any of the Debtors
and Fannie Mae, Freddie Mac or Ginnie Mae will be subject to the
prior written consent of Fannie Mae, Freddie Mac or Ginnie Mae.

The Debtors will not transfer to the Purchaser the Mortgage
Servicing Rights subject to the Mortgage Purchasing and Servicing
Agreement dated Jan. 18, 2000, between GMAC Mortgage LLC and
USAA, nor assume or assign the USAA Agreement without consent of
the USAA.

With respect to the HAMP Contracts, the Purchaser agrees that the
U.S. Government will be entitled to continue to offset in the
ordinary course any financial incentive overpayments attributable
to pre-assumption service errors that may not be identified until
post-assumption against future incentive payments owed to the
Purchaser under the HAMP Contract.  The Purchaser's assumption of
the HAMP Contract is without prejudice to any rights that the
Government may have under any contract with the Purchaser;
provided, however, that Purchaser may assert the Overpayments
against the Debtors as administrative expense claims under
Section 503(b) of the Bankruptcy Code.

                  Debtors' Response to Objections

In response to the sale objections, the Debtors maintained that
the sale of the assets is better than liquidation as proposed by
mortgage servicers.  According to the Debtors, negotiations after
the auction of the assets led to improvements in the asset
purchase agreements, resulting to several million dollars of
additional value to their estates.  In the end, the auctions
resulted in approximately $1 billion in incremental value to
their estates over the stalking-horse transactions, the Debtors
told the Court.

The Debtors added that they are not seeking to sever any
origination-related obligations arising under servicing
agreements.  The Debtors added that Ocwen, under the APA, is
obligated to perform all post-closing servicing-related
obligations under the servicing agreements.  The Debtors also
related that Ocwen is performing all required obligations under
the Servicing Agreements following the Closing Date, and any
claims accruing prior to the Closing Date amount to at most cure
claims, which can be easily satisfied with the roughly $900
million in proceeds (not including the proceeds of the
approximately $1.274 billion in assets remaining to be liquidated
post-closing) that are projected to be available for payment of
administrative, priority, and unsecured claims.

The Debtors further related that they discussed with Ocwen
regarding the assumption and assignment of their Home Affordable
Modification Program (HAMP) agreements and are working on a
mutually agreeable solution to address the Government's issues
regarding cure costs and adequate assurance of future
performance.

In response to Digital's objection, the Debtors argued that no
cure amount is due and owing to Digital under the APA.  The
Debtors explained that the transactions contemplated in the APA
involving the sale of 51% property interest in the Minnesota data
center owned by EPRE LLC and the assignment of a 51% leasehold
interest in the lease for the Texas data center owned by Digital
is temporary.  The APA also dictates that the transaction will be
unwound, the Debtors related.  The Debtors asserted that the
consideration for both ends of the transaction is identical;
thus, the Purchase Agreement is a "revenue neutral" transaction.

The sale order approved the sale motion as it pertains to the
proposed assumption and assignment of Digital's lease.  All of
Digital's objections and defenses to the proposed assumption and
assignment of its lease are reserved.  A hearing on the sale
motion with respect to Digital's lease is adjourned to Jan. 10,
2013.

The Debtors submitted to Court proposed orders, dated Nov. 15,
2012, approving the asset sales.  Full-text copies of the
proposed orders are available for free at:

     http://bankrupt.com/misc/rescap_nov15propordBH.pdf
     http://bankrupt.com/misc/rescap_nov15propordOcwen.pdf

The Debtors submitted to the Court amended proposed orders, dated
Nov. 20, 2012, approving the asset sales.  Full-text copies of
the proposed orders are available for free at:

     http://bankrupt.com/misc/rescap_nov20propordOcwen.pdf
     http://bankrupt.com/misc/rescap_nov20propordBH.pdf

           Parties Withdraw Cure Amount Objections

MidFirst Bank and MERSCORP Holdings, Inc., withdrew their
objections to the Debtors' proposed cure amounts and proposed
asset sales.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Nationstar was to make the first bid for the mortgage-servicing
business, while Berkshire Hathaway Inc. would serve as stalking-
horse bidder for the remaining portfolio of mortgages.

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


RESIDENTIAL CAPITAL: DLJ Seeks Clarification on APA Termination
---------------------------------------------------------------
A consortium composed of Bayview Acquisitions, LLC, DLJ Mortgage
Capital, Inc., Roosevelt Depositor, LLC, Roosevelt Mortgage
Acquisition Company, and Selene Finance LP, asks the Court that
any order approving the sale of the Debtors' legacy loan
portfolio to Berkshire Hathaway, Inc., provide that the
consortium's back-up bid terminates in accordance with its terms
effective on the entry of the sale order.

The DLJ Consortium submitted a bid in competition with
Berkshire's bid for the Debtors' legacy loan portfolio.

Louis A. Curcio, Esq., at SNR Denton US LLP, in New York, tells
the Court that the DLJ Consortium is seeking such provision
because the Official Committee of Unsecured Creditors has taken
the position that the DLJ Consortium bid must remain open until
Jan. 31, 2013.  According to Mr. Curcio, the Committee's position
is unfounded because the DLJ Consortium never agreed to commit to
keeping its bid open until 2013.  To the contrary, the record is
clear that the DLJ Consortium requested that the Debtors clarify
on the record that the Termination Provision would govern
termination of the APA in the event that the DLJ Consortium was
not the winning bidder, Mr. Curcio asserts.  It would be
illogical to commit to the January 31 date while at the same
having the record of the proceedings reflect the parties
understanding that the Termination Provision governed
termination, Mr. Curcio argues.

In response, the Committee relates that the Debtors and the DLJ
Consortium did not execute the APA but continued to negotiate
definitive terms based on the results of the Auction.  The
Committee adds that the Debtors never informed it that they had
agreed that the back-up bid would terminate before the outside
closing date of the transaction.  The Committee asserts that it
understood that the outside termination date for the DLJ
Consortium bid was Jan. 31, 2013, which is coterminous with the
outside termination date of the Berkshire APA, and the Debtors
have actually confirmed this understanding.

The Debtors explained that while they viewed the outside closing
date of January 31, 2013, as the operative termination provision,
they recognize that the statement on the record at auction, which
induced the DLJ Consortium to continue bidding, also encompassed
Section 9.1(e) of the APA, entitling the DLJ Consortium to
terminate upon the earlier of 30 days following the auction or
entry of the Sale Order.

                           *     *     *

The Order approving the sale of the Debtors' Legacy Loan
Portfolio to Berkshire provides that the DLJ Back-Up Bid will be
required to remain open until the earlier to occur of (i) the
closing of the Sale to Purchaser or (ii) December 31, 2012.

Upon the occurrence of the DLJ Back-Up Bid Termination Date, the
DLJ Back-Up Bid will be deemed automatically terminated, and the
transactions contemplated in the Back-Up Bid are abandoned
without further notice or act by any party.  Upon the occurrence
of the Back-Up Bid Termination Date, the Sellers and DLJ will
promptly execute a joint instruction to JPMorgan Chase Bank, NA,
authorizing and directing the release of the good faith deposit
funded on behalf of the DLJ Consortium pursuant to the Deposit
Escrow Agreement entered into as of October 18, 2012, among the
Sellers, the Escrow Agent and DLJ.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Nationstar was to make the first bid for the mortgage-servicing
business, while Berkshire Hathaway Inc. would serve as stalking-
horse bidder for the remaining portfolio of mortgages.

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


RESIDENTIAL CAPITAL: Proposes $8.9-Mil. Admin. Claim for AFI
------------------------------------------------------------
Historically, Residential Capital LLC reimbursed Ally Financial
Inc. for payroll and compensation amounts AFI paid directly to the
Debtors' employees on the Debtors' behalf.  This reimbursement
included sums on account of cash payments made to the Debtors'
employees for compensation that was delayed pursuant to Troubled
Asset Relief Program (TARP) in the form of deferred stock units
("DSUs" or "Salary Stock").

As of the Petition Date, 81 current and former employees had
compensation awards, in the form of both deferred cash and Salary
Stock, which will become due and owing over the course of these
Chapter 11 cases, Gary S. Lee, Esq., at Morrison & Foerster LLP,
in New York, related.  Upon seeking bankruptcy protection, the
Debtors stopped reimbursing AFI for the amounts owing to their
employees on account of prepetition-issued compensation.
According to Mr. Lee, AFI and the Debtors not only disputed which
entity was responsible for funding the roughly $48.9 million owed
to the Debtors' employees on account of prepetition-issued
compensation that is monetized on a postpetition basis but also
AFI's implementation of the letters issued by the U.S. Department
of Treasury's Office of the Special Master for the Debtors'
employees.  However, in an effort to avoid drawn-out and
disruptive litigation over those matters, the parties ultimately
agreed that AFI would implement the term of the OSM Letters and
also fund all compensation amounts owed to the Debtors' employees
(approximately $48.9 million) for equity and deferred cash
issued prepetition.  The parties also agreed that the Debtors
would reimburse AFI solely for all postpetition issued Salary
Stock to the Debtors' three most senior executives, which
comprises a significant portion of their salary and is estimated
to be approximately $8.9 million.

Accordingly, the Debtors seek the Court's authority to:

   (a) reimburse AFI approximately $8.9 million for the Salary
       Stock that is issued on a postpetition basis to the
       Debtors' three most senior executives and which will
       monetize over the next two and a half years;

   (b) grant AFI an allowed administrative claim for the
       approximately $8.9 million it will fund to the Debtors'
       employees on account of postpetition issued Salary Stock;

   (c) establish and fund an escrow account for the approximately
       $8.9 million allowed administrative claim; and

   (d) provide AFI with a limited release in exchange for its
       commitment to pay approximately $48.9 million earned by
       the Debtors' employees, implement the compensation
       determinations of the OSM and act as a payroll processor
       for the postpetition issued Salary Stock to certain
       executives.

Mr. Lee asserts that the request is critical and necessary to the
Debtors' estate because the parties' agreement brings finality
and certainty to emotionally-charged issues that have the
potential to disrupt the Debtors' restructuring efforts.

             NJ Carpenters Health Fund, et al., Object

New Jersey Carpenters Health Fund, the court-appointed lead
plaintiff, on behalf of itself and all persons or entities it
represents in the consolidated securities class action styled as
New Jersey Carpenters Health Fund, et al., on Behalf of
Themselves and All Others Similarly Situated v. Residential
Capital, LLC, et al., filed in the United States District Court
for the Southern District of New York, Case No. 08-CV-8781 (HB),
along with Plaintiff, New Jersey Carpenters Vacation Fund and
Boilermaker Blacksmith National Pension Trust, ask the Court that
any order granting the Motion clarify that the limited release
requested in the Motion does not release or prejudice the claims
and causes of action that have been or may be asserted by non-
Debtor third parties, like the Lead Plaintiff, directly against
AFI and the other proposed released parties.

Union Central Life Insurance Company, Americas Insurance Corp.,
and Acacia Life Insurance Company; Cambridge Place Investment
Management Inc.; and Donna Moore, Frenchola Holden and Keith
McMillon joined in the Lead Plaintiff's objection.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Nationstar was to make the first bid for the mortgage-servicing
business, while Berkshire Hathaway Inc. would serve as stalking-
horse bidder for the remaining portfolio of mortgages.

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


RESIDENTIAL CAPITAL: ARE Sues GMAC Mortgage & Balboa
----------------------------------------------------
American Residential Equities LLC, in its own individual capacity
and in its capacity as trustee for purchasers of residential
mortgage loans under the American Residential Equities, LLC
Master Trust Agreement dated Aug. 8, 2005, filed a lawsuit
accusing GMAC Mortgage LLC of failing to pay money due to ARE and
artificially inflating insurance prices.

According to ARE's counsel, Bradford J. Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP, in New York, under a servicing
agreement, GMAC is required to retain all funds received by it in
connection with loans and mortgaged properties "separate and
apart from any of its own funds and general assets" and in a
specifically identified trust account.  Thus, any monies held by
GMAC, or which should have been held by GMAC, in the Trust
Account are not property of the Debtors' estates and should be
immediately turned over to ARE, Mr. Sandler asserts.

Separately, ARE also seeks damages, including punitive damages,
for the fraud perpetrated by GMAC and Balboa Insurance Company in
connection with a secret deal whereby GMAC placed insurance for
certain of the mortgaged properties with Balboa at artificially
inflated prices, with GMAC receiving undisclosed "commissions."

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Nationstar was to make the first bid for the mortgage-servicing
business, while Berkshire Hathaway Inc. would serve as stalking-
horse bidder for the remaining portfolio of mortgages.

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


ROBLEX AVIATION: Court Won't Reinstate Bankruptcy Case
------------------------------------------------------
Bankruptcy Judge Brian K. Tester denied the request of Roblex
Aviation Inc. for reconsideration of the Court's prior order
dismissing its Chapter 11 case.  The Debtor's lender, First Bank
Puerto Rico Inc., sought case dismissal and objected to the
request for reconsideration.

Judge Tester held he is unconvinced to reconsider the order
dismissing the case because the circumstances that warranted the
dismissal remain:

     -- The sale of the Debtor's assets and business operations
has not materialized even when the proposed sale was to take place
before the end of the year.  No evidence to the contrary has been
provided by the Debtor.

     -- The condition of the airplane that serves as First Bank's
collateral, and which is essential to the Debtor's license and
sale, is still unascertainable.  Also unascertainable is the
Debtor's ability to pay for the overhaul and transport of the
engines needed for said airplane to be operational.

     -- The Debtor has not been making adequate protection
payments to First Bank.  Meanwhile, the Debtor has been benefiting
from bankruptcy protection and the use of First Bank's cash
collateral for the last two years (and four bankruptcy cases)
without a real intent of reorganization.

     -- The Debtor has been unable to even propose a confirmable
plan of reorganization in its last four bankruptcy cases.  The
Debtor has demonstrated a consistent pattern and inability to
abide by court orders.  As a result, the Debtor has caused
unreasonable delay frustrating creditor's rights.  The Debtor's
actions reflect a lack of good faith in the filing of the
bankruptcy case.

Notwithstanding, Judge Tester modified his prior order regarding
the one year bar to re-file for bankruptcy.  The Court reduced the
bar to re file to 180 days under 11 U.S.C. Sec. 109(g)(1).

A copy of the Court's Nov. 21, 2012 Opinion and Order is available
at http://is.gd/qXiP0Ffrom Leagle.com.

                       About Roblex Aviation

Roblex Aviation Inc., in Bayamon, Puerto Rico, filed for Chapter
11 bankruptcy (Bankr. D. P.R. Case No. 12-06341) on Aug. 10, 2012.
Maria Soledad Lozada Figueroa, Esq., at MS Lozada Law Office
serves as the Debtor's counsel.  The Debtor scheduled $5,418,527
in assets and $1,460,383 in liabilities.  The petition was signed
by Roberto E. Rodriguez Amadeo, president.

Roblex Aviation filed Chapter 11 petitions three other times: Case
No. 12-01745 on March 8, 2012; Case No. 12-00951 on Feb. 9, 2012;
and Case No. 11-00055 on Jan. 8, 2011.  In the March and February
petitions, the Debtor listed under $1 million in both assets and
debts.  Rafael Torres Alicea, Esq., represented the Debtors in
those two filings.  In the 2011 petition, it scheduled $5,418,527
in assets and $1,879,928 in debts.  Jose R Gonzalez Hernandez Law
Office represented the Debtor in the 2011 case.


SEARS HOLDINGS: Files Form 10-Q, Incurs $498MM Net Loss in Q3
-------------------------------------------------------------
Sears Holdings Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $498 million on $8.85 billion of merchandise sales
and services for the 13 weeks ended Oct. 27, 2012, compared with
a net loss of $425 million on $9.40 billion of merchandise sales
and services for the 13 weeks ended oct. 29, 2011.

For the 39 weeks ended Oct. 27, 2012, the Company reported a net
loss of $437 million on $27.59 billion of merchandise sales and
services, compared with a net loss of $743 million on $29.08
billion of merchandise sales and services for the 39 weeks ended
Oct. 29, 2011.

The Company's balance sheet at Oct. 27, 2012, showed $21.80
billion in total assets, $17.90 billion in total liabilities and
$3.90 billion in total equity.

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

                        http://is.gd/wdF9wn

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

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

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SEARCHMEDIA HOLDINGS: Has Offer for Warrant Price Reduction
-----------------------------------------------------------
SearchMedia Holdings Limited extended an offer to holders of
the Company's Public Warrants, Insider Warrants, and Underwriter
Warrants.  Pursuant to the Offer, the Company is providing
the holders of the Warrants with an opportunity to extend the term
and reduce the exercise price of their Warrants.

In order to participate in the Offer, a holder of Warrants must
exercise up to one-third of the Warrants held by them at a reduced
exercise price ($1.25 per share with respect to the Public
Warrants and Insider Warrants and $1.46 per share with respect to
the Underwriter Warrants).  In exchange for the partial
exercise of those Warrants, the expiration date of a participating
holder's remaining Warrants equal to two times the number of
Warrants exercised will be extended to Dec. 26, 2013, and the
exercise price of the Extended Warrants will be reduced to $2.50
for the Public Warrants and Insider Warrants and $2.92 for the
Underwriter Warrants.  From the close of the Offer until Feb. 19,
2013, the Extended Warrants will be held in escrow and will not
trade on the NYSE MKT during this time.  On Feb. 20, 2013, the
Extended Warrants will be released from escrow for continued
trading on the NYSE MKT under the symbol "IDI.WS".

The Offer begins on Dec. 5, 2012, for all Warrant holders of
record on that date and ends at 4:00 p.m., Eastern Time, on
Dec. 26, 2012.  No exceptions will be made to this deadline,
unless the Company extends the deadline.

The temporary exercise price of $1.25 per share for the Public
Warrants and Insider Warrants and $1.46 per share for the
Underwriter Warrants will be available beginning Dec. 5, 2012,
until the Offer expires on Dec. 26, 2012.  Warrants that do not
participate in the Offer will continue to trade on the NYSE MKT
and will remain outstanding under their current terms until such
non-participating Warrants expire on Feb. 19, 2013.

Except for the reduction in the Warrant exercise prices as herein
provided and the extension of the Warrant expiration dates, all of
the terms and conditions contained in the applicable Warrant
instruments will continue in full force and effect.

SearchMedia's agent for exercising any of the Warrants is
Continental Stock Transfer & Trust Company and the agent may be
contacted at 17 Battery Place - 8th Floor, New York, New York
10004, Attention:  Compliance Department.  Additionally, the agent
may be contacted by calling (800) 509-5586 and requesting the
Compliance Department.

                         About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, issued a "going
concern" qualification on the consolidated financials statements
for the year ended Dec. 31, 2011.  The independent auditors noted
that the Company has suffered recurring losses and has a working
capital deficiency of approximately $31,000,000 at Dec. 31, 2011,
which raises substantial doubt about its ability to continue as a
going concern.

Searchmedia Holdings reported a net loss of $13.45 million
in 2011, a net loss of $46.63 million in 2010, and a net loss of
$22.64 million in 2009.

The Company's balance sheet at June 30, 2012, showed US$39.18
million in total assets, US$41.22 million in total liabilities and
a US$2.04 million total shareholders' deficit.


SILVER SPOON: Court Rejects Lawyers' Fee Applications
-----------------------------------------------------
Bankruptcy Judge Melvin S. Hoffman denied the final fee
applications by:

     -- Daniel A. DeBruyckere, counsel to Silver Spoon Salad
        Company, Inc., who seeks allowance of fees and expenses
        totaling $31,623; and

     -- Robert L. O'Brien, counsel to West Lowell Realty
        Corporation, who seeks allowance of fees and expenses
        totaling $7,089.

The Chapter 7 trustee for each Debtor's estate objected.  The West
Lowell Chapter 7 trustee also wants both Messrs. DeBruyckere and
O'Brien to disgorge all fees paid to them by West Lowell.

The trustees' objections to the fee applications raise significant
concerns including the failure of the applicants to provide
detailed time records, excessive billing for simple or routine
tasks, failure to properly account for retainers received in
connection with the cases and the source of those retainers,
incomplete, inconsistent or inaccurate disclosures of such
retainers, and billing for services rendered after conversion of
the cases to chapter 7.

The chapter 7 trustee of West Lowell raises the additional claim
that both counsel failed to properly disclose, when they became
aware of it during the course of the cases, that the estate of
West Lowell asserted a claim against the estate of Silver Spoon
for unpaid rent totaling in excess of $100,000.  The trustee
asserts that because Messrs. DeBruyckere and O'Brien, who do not
practice law together, had previously represented both debtors
jointly and separated their engagements at some time after the
debtors' chapter 11 cases were commenced, the advent of a
substantial claim by one debtor against the other created an
actual or potential conflict of interest on the part of each
attorney which should have been disclosed as soon as each became
aware of it.

At a hearing on Nov. 1, 2012, Messrs. DeBuyckere and O'Brien,
acknowledging many of the grievances raised by the trustees
including their knowledge of the rent claim by West Lowell against
Silver Spoon, agreed to waive their requests for any compensation
or reimbursement of expenses beyond the $4,961 in retainers each
received, which retainers they claimed were paid not by the
Debtors but by certain of the Debtors' principals.

Judge Hoffman held that, "I find the fee applications of Messrs.
DeBruyckere and O'Brien and their inability to properly disclose
the amount and sources of funds received by them prior to filing
the bankruptcy petitions for these debtors to be illustrative of
their legal work throughout the chapter 11 phase of these cases.
They reflect a general lack of familiarity with the requirements
of the Bankruptcy Code and Rules and a lack of proficiency with
chapter 11 practice and procedure.  Their failure to file amended
statements of disinterestedness under FRBP 2014 and MLBR 2014-1 as
soon as they became aware of the potential conflict between the
estates is also disturbing.  I do not find, however, that the
conduct of the debtors' attorneys was willful or in bad faith."

"These circumstances fully justify denying Messrs. Deruyckere and
O'Brien any compensation from the debtors' estates and on that
basis as well on their falling on their swords at the fee hearing
I will order that their fee applications are denied with respect
to any compensation from the debtors' estates. As for the
retainers received by them from the debtors' principals in the
amount of $4961 each, net of the court filing fees, I will not
order these funds disgorged as they were not paid by the debtors
and further, because even under the most critical and restrictive
review of Messrs. DeBruyckere's and O'Brien's legal work, a fee of
$4961 for each can be justified, albeit barely."

A copy of the Court's Nov. 21, 2012 Memorandum of Decision is
available at http://is.gd/DRGCHKfrom Leagle.com.

Silver Spoon Salad Company, Inc., and West Lowell Realty LLC, both
based in Haverhill, Massachusetts, filed separate Chapter 11
petitions (Bankr. D. Mass. Case Nos. 10-44639 and 10-44641) on
Sept. 20, 2010.  Judge Melvin S. Hoffman oversees the case.
Daniel A. DeBruyckere, Esq., represented Silver Spoon; and Robert
L. O'Brien, represented West Lowell in their Chapter 11 cases.
Both debtors estimated under $50,000 in assets and under $10
million in debts.  The West Lowell petition was signed by Ronald
Tomacchio, its managing member.  The Silver Spoon petition also
was signed by Mr. Tomacchio, as its vice president.

Both cases were converted to Chapter 7 on Aug. 31, 2011.  Janice
Marsh was appointed chapter 7 trustee of the estate of Silver
Spoon and David Nickless was appointed chapter 7 trustee of the
estate of West Lowell.


SMART ONLINE: Sells Additional $475,000 Conv. Subordinated Note
---------------------------------------------------------------
Smart Online, Inc., sold an additional convertible secured
subordinated note due Nov. 14, 2016, in the principal amount of
$475,000 to a current noteholder.  The Company is obligated to pay
interest on the New Note at an annualized rate of 8% payable in
quarterly installments commencing Feb. 14, 2013.  The Company is
not permitted to prepay the New Note without approval of the
holders of at least a majority of the aggregate principal amount
of the Notes then outstanding.

                        About Smart Online

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS/PaaS model.  The Company
also provides website and mobile consulting services to not-for-
profit organizations and businesses.

The Company's balance sheet at Sept. 30, 2012, showed $1.9 million
in total assets, $27.8 million in total liabilities, and a
stockholders' deficit of $25.9 million.

Cherry, Bekaert & Holland, L.L.P., in Raleigh, North Carolina,
expressed substantial doubt about Smart Online'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 and has a working capital deficiency as of Dec. 31,


STRATUS MEDIA: Enters Into $1 Million Securities Purchase Pact
--------------------------------------------------------------
Stratus Media Group, Inc., entered into a Securities Purchase
Agreement, dated as of Oct. 3, 2012, with one investor, pursuant
to which the Company agreed to sell to the Investor, and the
Investor agreed to purchase from the Company, shares of the
Company's Series E Convertible Preferred Stock, the terms of which
are set forth in the Amended and Restated Certificate of
Designations of Series E Convertible Preferred Stock, for a
purchase price of $1,000 per share, or $1,000,000 in the
aggregate.

In connection with the sale of the Preferred Shares, the Company
also agreed to issue to the Investor (a) warrants to purchase up
to one additional share of the Company's common stock for each
share of Common Stock issuable upon conversion of the Preferred
Shares, and (b) warrants to purchase up to 0.50 additional shares
of Common Stock for each share of Common Stock issuable upon
conversion of the Preferred Shares.  The Warrants are exercisable
for five years commencing on the date of first issuance and are
exercisable only for cash if there is an effective registration
statement covering the resale of the shares issuable upon exercise
of the Warrants.  In the absence of such a registration statement,
the Warrants are exercisable for cash or on a cashless basis at
the option of the holder thereof.  The exercise price of the
Warrants is $0.30 per share, subject to full ratchet anti-dilution
protection.

Pursuant to the Amended Certificate, the Preferred Shares bear a
dividend of 5% per annum, payable quarterly in cash, or, if the
dividend shares are registered for resale, in shares of the
Company's Common Stock.  The effective conversion rate for the
Preferred Shares is $0.30 per share of Common Stock, subject to
full ratchet anti-dilution protection.  The Preferred Shares have
voting rights on an as-converted to Common Stock basis.  The
Company is required to redeem any unconverted Preferred Shares on
the fifth anniversary of the date of first issuance of shares of
Preferred Stock, and has the right to require conversion at any
time if the average daily trading value of shares of Common Stock
for any twenty consecutive trading days exceeds $250,000 and the
weighted average price per share is at least $2.50 for each of
those twenty consecutive trading days.

To secure the Company's obligation to redeem the Preferred Shares,
the Company entered into a Security Agreement dated as of Oct. 3,
2012, pursuant to which the Company has agreed to grant the
holders of the Preferred Shares a security interest in all of its
assets, subject to the security interest granted by the Company in
May 2011 to prior investors in the Preferred Stock.

The Company intends to use the aggregate net proceeds from the
offering for working capital and general corporate purposes.
On Oct. 19, 2012, ProElite, Inc., a subsidiary of the Company,
sold to an accredited investor a $500,000 secured convertible
promissory note.  The Note bears interest at the rate of 7% per
annum and matures on Oct. 19, 2013.  The Note is convertible into
equity securities of PEI or the Company, as applicable, in the
event of the closing of a qualified financing, at a conversion
price equal to 50% of the purchase price paid per share or unit of
the securities sold in the qualified financing.  To secure PEI's
obligations under the Note, PEI granted the holder of the Note a
security interest in all of PEI's assets.

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

The Company reported a net loss of $15.83 million in 2011,
compared with a net loss of $8.41 million in 2010.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2011, citing recurring
losses and negative cash flow from operations which raised
substantial doubt as to the ability of the Company to continue as
a going concern.

The Company's balance sheet at June 30, 2012, showed $3.71 million
in total assets, $8.77 million in total liabilities, all current,
and a $5.06 million total shareholders' deficit.


SUPERIOR BOAT: Brent Enterprises' Claim Won't Have Admin. Status
----------------------------------------------------------------
L. Brent Enterprises, Inc., contends that its claims for
reimbursement of attorney's fees and costs, totaling $18,539, are
administrative expenses under 11 U.S.C. Sec. 503(b) and,
therefore, deserve priority status in the distribution of Superior
Boat Works, Inc.'s assets because they constitute either "actual
and necessary costs" of preserving the bankruptcy estate or, in
the alternative, compensation awarded under 11 U.S.C. Sec. 330.
Bankruptcy Judge Neil P. Olackd rejected L. Brent Enterprises'
request, saying it has not carried its burden of persuasion with
respect to its entitlement to administrative expense claims.  A
copy of the Court's Nov. 21, 2012 Memorandum Opinion and Order is
available at http://is.gd/DyvmjGfrom Leagle.com.

Enterprises is a Mississippi corporation with its principal place
of business in Washington County, Mississippi.  Its president is
Edwin Lea Brent, who is also part owner of Superior.

Superior Boat Works, Inc., was a Mississippi corporation that
repaired and constructed ships and barges at a small shipyard
located in Lake Ferguson, Washington County, Greenville,
Mississippi.  Superior is owned by Edwin Lea Brent and Collins
Brent.  Its president is Collins Brent.  Superior Boat Works,
based in Greenville, filed a Chapter 11 petition (Bankr. N.D.
Miss. Case No. 09-15836) on Nov. 6, 2009, represented by William
R. Armstrong Jr., Esq., in Jackson, Miss.  The Debtor estimated
its assets and debts at $1 million to $10 million at the time of
the filing.


T BANCSHARES: Files Form 10-Q, Reports $439,000 Net Income in Q3
----------------------------------------------------------------
T Bancshares, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $439,000 on $1.52 million of total interest income for the
three months ended Sept. 30, 2012, compared with net income of
$352,000 on $1.65 million of total interest income for the same
period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $1.42 million on $4.46 million of total interest income,
compared with a net loss of $1.15 million on $5.18 million of
total interest income for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $128.95
million in total assets, $112.61 million in total liabilities and
$16.33 million in total shareholders' equity.

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

                       http://is.gd/MMiAPr

                      About T Bancshares, Inc.

T Bancshares, Inc., is a bank holding company headquartered in
Dallas, Texas, offering a broad array of banking services through
T Bank, N.A.  The Company's principal markets include North
Dallas, Addison, Plano, Frisco, Southlake and the neighboring
Texas communities.


TALON THERAPEUTICS: Joseph Landy Discloses 92.4% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Joseph P. Landy and his affiliates disclosed
that, as of Nov. 14, 2012, they beneficially own 265,461,487+
shares of common stock of Talon Therapeutics, Inc., representing
92.4% of the shares outstanding.  Mr. Landy previously reported
beneficial ownership of 263,730,894 common shares or a 92.3%
equity stake as of Aug. 17, 2012.  A copy of the amended filing is
available for free at http://is.gd/Zln1OS

                      About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline opportunities some
of which, like Marqibo, improve delivery and enhance the
therapeutic benefits of well characterized, proven chemotherapies
and enable high potency dosing without increased toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

The Company's balance sheet at June 30, 2012, showed $18.38
million in total assets, $10.89 million in total liabilities,
$22.22 million in series B convertible preferred stock, and $14.73
million in total stockholders' equity.

The Company reported a net loss of $18.82 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.98 million
during the prior year.

BDO USA, LLP, in San Jose, California, issued a "going concern"
qualification on the financial statements for the year ended
Dec. 31, 2011, citing recurring losses from operations and net
capital deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.


THOMPSON CREEK: Prices $350 Million Sr. Secured Notes Offering
--------------------------------------------------------------
Thompson Creek Metals Company Inc. announced the pricing of an
offering of $350,000,000 aggregate principal amount of its 9.75%
Senior Secured First Priority Notes due 2017.  The Senior Secured
Notes offering is expected to close, subject to customary closing
conditions, on Nov. 27, 2012.

The Company intends to use the proceeds from the offering for
general corporate purposes, including capital expenditures
relating to the development of its Mt. Milligan copper-gold mine.
In connection with the closing of this offering, the Company
intends to terminate its revolving credit facility, under which no
debt is outstanding.

The Senior Secured Notes will be fully and unconditionally
guaranteed by certain wholly-owned subsidiaries of the Company.
The Senior Secured Notes and the related guarantees will be
secured by a first-priority lien subject to permitted liens on
substantially all of the Company's and the guarantors' property
and assets.  The Senior Secured Notes are not convertible into
equity of Thompson Creek.

The offering is being made in the United States pursuant to an
effective shelf registration statement that has been filed with
the Securities and Exchange Commission.

The offering is being made in Canada pursuant to an effective
Canadian base shelf prospectus that has been filed on SEDAR.

Deutsche Bank Securities Inc. served as the sole book-running
manager of the Senior Notes offering.

RBC Capital Markets LLC serves as senior co-manager.

                    About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

The Company's balance sheet at Sept. 30, 2012, showed
$3.61 billion in total assets, $1.71 billion in total liabilities
and $1.90 billion in shareholders' equity.

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


TITAN ENERGY: Incurs $470,600 Net Loss in Third Quarter
-------------------------------------------------------
Titan Energy Worldwide, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $470,649 on $5.85 million of net sales for the three
months ended Sept. 30, 2012, compared with a net loss of
$1 million on $3.65 million of net sales for the same period
during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $1.15 million on $14.46 million of net sales, compared
with a net loss of $2.94 million on $10.67 million of net sales
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $6.87
million in total assets, $10.26 million in total liabilities and a
$3.39 million total stockholders' deficit.

'At September 30, 2012, the Company had an accumulated deficit of
$34,521,705.  These conditions raise substantial doubt as to the
Company?s ability to continue as a going concern."

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

                        http://is.gd/0O52E6

                         About Titan Energy

New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a
provider of onsite power generation, energy management and energy
efficiency products and services.


TONJI HEALTHCARE: Incurs $983,000 Net Loss in Third Quarter
-----------------------------------------------------------
Tongji Healthcare Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $983,040 on $700,210 of total operating revenue for
the three months ended Sept. 30, 2012, compared with a net loss of
$22,846 on $703,330 of total operating revenue for the same period
during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $1.11 million on $2.07 million of total operating
revenue, compared with a net loss of $45,730 on $1.90 million of
total operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$14.06 million in total assets, $15.18 million in total
liabilities and a $1.11 million total shareholders' deficit.

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

                        http://is.gd/sHqPCz

                      About Tongji Healthcare

Based in Nanning, Guangxi, the People's Republic of China, Tongji
Healthcare Group, Inc., a Nevada corporation, operates Nanning
Tongji Hospital, a general hospital with 105 licensed beds.

As reported in the TCR on April 18, 2012, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about Tongji
Healthcare Group's ability to continue as a going concern,
following the Company's results for the year ended Dec. 31, 2011.
The independent auditors noted that the Company has negative
working capital of $9.8 million, an accumulated deficit of
$581,741, and a stockholders' deficit of $5,161 as of Dec. 31,
2011.


UNILAVA CORP: Shelley International Replaces DGC as Accountants
---------------------------------------------------------------
Unilava Corporation's Board of Directors was notified by De Joya
Griffith, LLC (DGC) that they resigned as the Company's Certifying
Auditor.

DGC submitted audit reports on the Company's financial statements
for the year ended Dec. 31, 2011, and for the quarters ended
March 31, 2012, and June 30, 2012.  The submitted audit reports
did not contain any adverse opinions, disclaimers of opinions or
other modifications or qualifications.  DGC did not, during the
applicable periods, advise the Company of any of the enumerated
items described in Item 304(a)(1) of Regulation S-K.

On Nov. 2, 2012, the Company's Board of Directors ratified the
engagement of Shelley International CPA, as its auditors.  The
decision to retain this accountant was approved by the Board of
Directors of Registrant.  The Company authorized DGC to fully
respond to any and all inquiries of Shelley International CPA,
concerning the finances and previously performed audits of
Registrant.

During the two most recent fiscal years prior to the date of
engagement, and the subsequent interim period prior to engaging
Shelley International CPA, neither the Company (nor someone on the
Company's behalf) consulted the newly engaged accountant regarding
any matter.

The decision to change accountants was approved by the Board of
Directors of the Company.

                     About Unilava Corporation

Unilava Corporation (OTC BB: UNLA) -- http://www.unilava.com/--
is a diversified communications holding company incorporated under
the laws of the State of Wyoming in 2009.  Unilava and its
subsidiary brands provide a variety of communications services,
products, and equipment that address the needs of corporations,
small businesses and consumers.  The Company is licensed to
provide long distance services in 41 states throughout the U.S.
and local phone services across 11 states.  Through its carrier-
grade microwave wireless broadband infrastructure and broadband
Internet access partners, the Company also offers mobile and high-
definition IP-hosted voice services to residential customers and
corporate clients.  Additionally, Unilava delivers a comprehensive
and integrated suite of fee-based online and mobile advertising
and web services to a broad array of business enterprises.
Headquartered in San Francisco, the Company has regional offices
in Chicago, Seoul, Hong Kong, and Beijing.

The Company reported a net loss of $2.98 million in 2011, compared
with a net loss of $1 million in 2010.

In its audit report accompanying the financial statements for
fiscal 2011, De Joya Griffith & Company, LLC, in Henderson,
Nevada, noted that the Company has suffered losses from
operations, which raises substantial doubt about its ability to
continue as a going concern.

The Company's balance sheet at June 30, 2012, showed
$2.79 million in total assets, $7.64 million in total liabilities
and a $4.85 million total stockholders' deficit.


VERTIS HOLDINGS: Committee Taps BDO as Financial Advisor
--------------------------------------------------------
The Official Committee of unsecured Creditor in the Chapter 11
cases of Vertis Holdings, Inc., et al., asks the U.S. Bankruptcy
Court for the District of Delaware for permission to retain BDO
Consulting, a division of BDO USA, LLP as its financial advisor.

BDO will, among other things:

   -- analyze the financial operations of the Debtors pre- and
      postpetition, as necessary;

   -- analyze the financial ramifications of any proposed
      transactions for which the Debtors seek Bankruptcy Court
      approval including, but not limited to, postpetition
      financing, sale of all or a portion of the debtors' assets,
      retention of management or employee incentive and severance
      plans; and

   -- conduct any requested financial analysis including verifying
      the material assets and liabilities of the Debtors, as
      necessary, and their values.

The hourly rates of BDO's personnel are:

         Partners/Managing Directors               $475 - $795
         Directors & Senior Managers               $375 - $525
         Managers                                  $325 - $425
         Seniors                                   $200 - $350
         Staff                                     $150 - $225

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors tapped Cooley LLP as
its lead counsel, BDO Consulting, a division of BDO USA, LLP as
its financial advisor.


VERTIS HOLDINGS: Committee Taps Cooley LLP as Lead Counsel
----------------------------------------------------------
The Official Committee of unsecured Creditor in the Chapter 11
cases of Vertis Holdings, Inc., et al., asks the U.S. Bankruptcy
Court for the District of Delaware for permission to retain
Cooley LLP as its lead counsel.

Jay R. Indyke, a member of Cooley, tells the Court that the hourly
rates of Cooley's personnel are:

         Jay R. Indyke, partner               $895
         RichardS. Kanowitz, partner          $795
         Jeffrey L. Cohen, partner            $660
         Seth Van Aalten Associate            $630
         Michael A. Klein Associate           $630
         Dana S. Katz Associate               $445
         Robert Winning Associate             $395
         Rebecca Goldstein Paralegal          $255

To the best of the Committee's knowledge, Colley represents no
interest adverse to the Committee, the Debtors, their estates or
any parties-in-interest.

A hearing on Nov. 27, 2012, at 1 p.m. has been set.

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors tapped Cooley LLP as
its lead counsel, BDO Consulting, a division of BDO USA, LLP as
its financial advisor.


VERTIS HOLDINGS: Proposes KCC as Administrative Agent
-----------------------------------------------------
Vertis Holdings, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware for permission to employ Kurtzman Carson
Consultants LLC to provide certain administrative services.

On Oct. 12, 2012, the Court entered an order approving KCC as
claims and noticing agent for the Debtors.

KCC will, among other things:

   -- receive and tabulate all ballots in accordance with any
      solicitation order issued by the Court;

   -- prepare the certification of votes of any proposed Chapter
      11 plan submitted; and

   -- attend related hearings as may be requested by the Debtors
      or their counsel.

Prepetition, the Debtors paid KCC a $50,000 retainer.

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

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors tapped Cooley LLP as
its lead counsel, BDO Consulting, a division of BDO USA, LLP as
its financial advisor.


VOICE ASSIST: Delays Form 10-Q for Third Quarter
------------------------------------------------
Voice Assist, Inc., has experienced a delay in completing the
necessary disclosures and finalizing its financial statements with
its independent public accountant in connection with its quarterly
report on Form 10-Q for the period ended Sept. 30, 2012.  As a
result of this delay, the Company was unable to file its Quarterly
Report by the prescribed filing date of Nov. 14, 2012, without
unreasonable effort or expense.

                         About Voice Assist

Lake Forest, Calif.-based Voice Assist, Inc., operates a cloud-
based speech recognition platform that supports speech recognition
based enterprise services such as Customer Relationship Management
(CRM), field force automation, as well as direct-to-enterprise
services such as virtual assistants that unify communications and
direct-to-consumer "safe driving" services that allow SMS, email,
and social media messaging through a single personal phone number.

In the auditors' report accompanying the annual report for the
year ended Dec. 31, 2011, Mantyla McReynolds LLC, in Salt Lake
City, Utah, expressed substantial doubt about Voice Assist's
ability to continue as a going concern.  The independent auditors
noted that the Company has working capital deficits and has
incurred losses from operations and negative operating cash flows
during the years ended Dec. 31, 2011, and 2010.

The Company reported a net loss of $10.24 million on $872,010 of
revenues for 2011, compared with a net loss of $1.30 million on
$1.26 million of revenues for 2010.

The Company's balance sheet at June 30, 2012, showed $1.31 million
in total assets, $860,454 in total liabilities and $449,812 in
total stockholders' equity.


VUZIX CORP: In Default Under Senior Loan Agreement
--------------------------------------------------
Vuzix Corporation entered into a Convertible, Senior Secured Term
loan in the principal amount of $619,122 with LC Capital Master
Fund Ltd on June 15, 2012.  Under this agreement, the lender has a
first priority security interest on the Company's intellectual
property and a second priority security interest on all of the
Company's other assets.

The Senior Loan agreement contains certain covenants, including a
covenant requiring the Company to maintain minimum cash levels and
making the required principal and interest payments.  As of
Sept. 30, 2012, the outstanding loan balance plus accrued interest
was $622,140.  The Company is in compliance with its required
interest payments.  The Company was not in compliance with this
covenant as of the end of its fiscal quarter ended Sept. 30, 2012,
and it did not make the required principal payment of $51,594 due
on Oct. 15, 2012.  If the lender does not grant a waiver with
respect to this covenant default and the missed payment of
principal or forbear its right to foreclose upon its collateral,
the lender may accelerate payment of all amounts due it and
enforce its remedies to sell its collateral.

                          About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

The Company reported a net loss of $3.87 million in 2011, a net
loss of $4.55 million in 2010, and a net loss of $3.25 million in
2009.

The Company's balance sheet at June 30, 2012, showed $3.88 million
in total assets, $7.60 million in total liabilities and a $3.72
million total stockholders' deficit.

After auditing the 2011 annual report, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial losses
from operations in recent years.  In addition, the Company is
dependent on its various debt and compensation agreements to fund
its working capital needs.  And while there are no financial
covenants with which the Company must comply with, these debts are
past due in some cases.

                         Bankruptcy Warning

The Company said in its 2011 annual report that its future
viability is dependent on its ability to execute these plans
successfully.  If the Company fails to do so for any reason, the
Company would not have adequate liquidity to fund its operations,
would not be able to continue as a going concern and could be
forced to seek relief through a filing under U.S. Bankruptcy Code.


WAGSTAFF MINNESOTA: Plan Outline Hearing Slated for Dec. 12
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota will
convene a hearing on Dec. 12, 2012, at 2 p.m., to consider
adequacy of the Disclosure Statement explaining Wagstaff
Properties LLC, et al.'s proposed Chapter 11 Plan.

According to the Disclosure Statement for the Joint Plan of
Liquidation dated Oct. 30, 2012, the Plan Debtors seek to assign
all of their assets to a trust(s) that will liquidate the assets
and distribute the cash proceeds of those assets to creditors as
set forth in the trust document(s).

Under the Plan, claims will be treat as:

   1. Secured claims of General Electric Capital Corporation, a
      Delaware corporation, General Electric Capital Business
      Asset Funding Corporation of Connecticut, a Delaware
      corporation, GE Capital Franchise Finance Corporation, and
      Colonial Pacific Leasing Corporation will be allowed in the
      amount of $47,500,000.  GECC will receive its collateral or
      the proceeds from the sale of the collateral.

   2. Each holder of general unsecured claims will receive in full
      satisfaction of its claim its pro rata share of interests in
      a liquidating trust.

   3. Each holder of equity interests will receive no
      distribution, and the interests will be terminated and
      dismissed on the Effective Date.

The Debtors entered into the Asset Purchase Agreement for the sale
of assets, including a fee interest or assignment of a leasehold
interest in the purchased stores.  Nineteen of the purchased
stores are fee-owned by the Plan Debtors and the remaining 10
purchased stores are leased by the Plan Debtors from unaffiliated
third party landlords.  The purchase price is $13,800,000 in cash.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/WAGSTAFF_MINNESOTA_ds2.pdf

                     About Wagstaff Properties

Hanford, California-based Wagstaff Properties LLC and its debtor-
affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case
No. 11-43074) on April 30, 2011.  The cases are jointly
administered with Wagstaff Minnesota, Inc. (Case No. 11-43073).
Bankruptcy Judge Nancy C. Dreher presides over the cases.
Fredrikson & Byron, PA, and Peitzman Weg & Kempinsky LLP,
represent the Debtors in their restructuring efforts.  Alvarez &
Marsal North America LLC serves as the Debtors' financial advisor.
Trinity Capital, LLC and its affiliated broker-dealer, BWK Trinity
Capital Securities LLC, serve as the Debtors' investment banker
with respect to a sale of their assets.  Epiq Bankruptcy Solutions
LLC provides administrative, noticing and balloting services.
Wagstaff Properties estimated assets and liabilities at
$10 million to $50 million.

On June 8, 2011, the U.S. Trustee appointed three member to the
Official Committee of Unsecured Creditors in the Debtors' cases.
Freeborn & Peters LLP and Lommen, Abdo, Cole, King & Stageberg
P.A. serve as the Committee's counsel.




WEST FRASER: DBRS Confirms 'BB' Issuer Rating, Positive Trend
-------------------------------------------------------------
DBRS has confirmed the Issuer Rating and Secured Debentures rating
of West Fraser Timber Co. Ltd. (West Fraser or the Company) at BB
(high), with a trend change to Positive from Stable.  This
Positive trend reflects that West Fraser's credit metrics are
solid for the current ratings and are expected to remain
sustainable going forward, driven by DBRS's view on the
sustainable improvement of the U.S. housing industry.
Furthermore, West Fraser's above-average business profile, low
debt financial profile and its ability to generate free cash flow
during times of weak operating performances also help support the
Company's credit ratings.

Market conditions in the first nine months of 2012 have
strengthened, with higher lumber and panel prices driven by a
steady improvement in the U.S. housing industry, indicated by SAAR
(Seasonally Adjusted Annual Rate) housing starts of 872,000 in
September 2012, the highest number since 2009.  As a result,
lumber and panel businesses have reported stronger results, which
have more than offset weaker pulp results driven by lower pulp
prices.  Moreover, results for the first nine months were affected
by a higher than normal utility-grade lumber sales component in Q1
2012, the result of a utility-grade lumber inventory buildup in
the fourth quarter of 2011.  This caused pressure on the low-grade
lumber prices and is not expected to be repeated.  Additionally,
inventory levels in the lumber and panel industry supply chain are
tight, and therefore any increase in demand would have positive
effects on prices.  All things considered, lumber and panel
results going forward are expected to be strong, due to continuing
improvement in the U.S. housing industry.  Furthermore, pulp
results are expected to stabilize at the current level, driven by
stabilized demand from China, pulp prices and world pulp inventory
levels.  Altogether, DBRS expects West Fraser to generate stronger
operating results in 2013, driven mainly by stronger lumber and
panel results, while pulp results remain stable.

West Fraser's business profile is above-average, compared with
industry peers.  It is the largest lumber producer in North
America, with strong exposure to the West Coast and southern
United States, and is also one of the industry's lowest-cost
producers.  The Company has a solid position in pulp, which
provides a degree of business diversity, and has recently stepped
up its investment program to modernize its operating assets.  West
Fraser is well-positioned to benefit from the current improvement
of the U.S. housing industry.

Moreover, over the past few years, West Fraser has been actively
paying down debt with free cash flow and reducing risk in its
financial profile.  The ratio of gross debt-to-total
capitalization has declined to about 18% at the end of September
2011 from 26% in 2007, and has remained at this level to September
2012.  West Fraser has consistently demonstrated its ability to
generate free cash flow (before working capital), even during
times of weak operating performances - notably, in 2008 and 2009.

However, West Fraser could face a couple of wildcards: (1) the
looming uncertainty of the U.S. government "fiscal cliff," which
could slow down the improvement of the housing industry in the
United States; (2) unexpected and significant rises in sawlog
costs; and (3) a stronger Canadian dollar, which can put pressure
on the Company's operating margin.

In conclusion, if the improvement in the U.S. housing industry
proves to be sustainable going forward, and West Fraser's credit
metrics continue to demonstrate this sustainability, its credit
ratings are likely to be upgraded by one notch during 2013.

DBRS has simulated a default scenario for West Fraser in order to
analyze the potential recovery of its secured debt in the event of
default.  This scenario assumes a prolonged period of severe
economic conditions, regardless of how hypothetical or unlikely
the conditions may be, in which product demand and prices plummet.
In this scenario, EBITDA quickly declines and turns negative over
the forecasted period.  DBRS assumes that in such an event of
default, the Company would be reorganized as a going concern, and
has thus derived recovery prospects of between 50% and 70%,
corresponding to a recovery rating of RR3 for the secured debt.


WESTINGHOUSE SOLAR: Common Shares Delisted from NASDAQ
------------------------------------------------------
The NASDAQ Stock Market LLC notified the U.S. Securities and
Exchange Commission on Form 25 regarding the removal from listing
or registration under Section 12(b) of the Securities Exchange Act
of 1934 of the common stock of Westinghouse Solar, Inc.

                        About Westinghouse

Campbell, Calif.-based Westinghouse Solar, Inc., is a designer and
manufacturer of solar power systems and solar panels with
integrated microinverters.  The Company designs, markets and sells
these solar power systems to solar installers, trade workers and
do-it-yourself customers in the United States and Canada through
distribution partnerships, the Company's dealer network and retail
outlets.

As reported in the TCR on April 16, 2012, Burr Pilger Mayer, Inc.,
in San Francisco, California, expressed substantial doubt about
Westinghouse Solar'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 significant operating losses and has negative
cash flow from operations.

The Company's balance sheet at Sept. 30, 2012, showed
$4.4 million in total assets, $5.6 million in total liabilities,
and a stockholders' deficit of $1.2 million.


XTREME GREEN: Delays Form 10-Q for Third Quarter
------------------------------------------------
Xtreme Green Products Inc.'s quarterly report on Form 10-Q for the
quarter ended Sept. 30, 2012, was not filed within the prescribed
time period because the Company requires additional time for
compilation and review to insure adequate disclosure of certain
information required to be included in the Form 10-Q.  The report
will be filed on or before the fifth calendar day following the
prescribed due date.

                        About Xtreme Green

Based in North Las Vegas, Nev., Xtreme Green Products Inc. is an
eco-vehicle company that designs, develops and manufacXtures
revolutionary, green, 100% electric powered products such as
Personal Mobility Vehicles (PMVs), Motorcycles & Scooters, (ATVs)
All Terrain Vehicles, (UTVs) and Utility Terrain Vehicles.

After auditing the 2011 financial statements, Kingery & Crouse PA,
in Tampa, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses from
operations and has working capital and stockholder deficiencies.

The Company reported a net loss of $2.16 million in 2011, compared
with a net loss of $2.12 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$1.36 million in total assets, $3.15 million in total liabilities
and a $1.78 million total stockholders' deficit.


* BOND PRICING: For Week From Nov. 19 to 23, 2012
-------------------------------------------------

  Company           Coupon   Maturity Bid Price
  -------           ------   -------- ---------
AES EASTERN ENER     9.000   1/2/2017   3.570
AES EASTERN ENER     9.670   1/2/2029   4.375
AGY HOLDING COR     11.000 11/15/2014  47.038
AHERN RENTALS        9.250  8/15/2013  66.000
ALION SCIENCE       10.250   2/1/2015  52.600
AM AIRLN PT TRST    10.180   1/2/2013  93.000
AMBAC INC            6.150   2/7/2087   4.100
ARK OF SAFETY        8.000  4/15/2029   6.000
ATP OIL & GAS       11.875   5/1/2015  13.500
ATP OIL & GAS       11.875   5/1/2015  13.875
ATP OIL & GAS       11.875   5/1/2015  13.500
BUFFALO THUNDER      9.375 12/15/2014  34.500
CALIF BAPTIST        7.100   4/1/2014   4.500
CAPMARK FINL GRP     6.300  5/10/2017   2.000
CBB-CALL12/12        7.200 11/29/2023  94.077
CENTRAL EUROPEAN     3.000  3/15/2013  60.375
CHAMPION ENTERPR     2.750  11/1/2037   1.000
CIT-CALL12/12        5.875 12/15/2021  98.250
DIRECTBUY HLDG      12.000   2/1/2017  20.500
DIRECTBUY HLDG      12.000   2/1/2017  20.500
DOWNEY FINANCIAL     6.500   7/1/2014  58.125
DYN-RSTN/DNKM PT     7.670  11/8/2016   4.875
EASTMAN KODAK CO     7.000   4/1/2017  11.075
EASTMAN KODAK CO     7.250 11/15/2013  10.000
EASTMAN KODAK CO     9.200   6/1/2021   9.000
EASTMAN KODAK CO     9.950   7/1/2018  10.125
EDISON MISSION       7.500  6/15/2013  46.750
ENERGY CONVERS       3.000  6/15/2013  40.000
ETFC-CALL12/12       7.875  12/1/2015 101.500
ETFC-CALL12/12      12.500 11/30/2017 112.670
F-CALL12/12          5.750  6/20/2021 100.200
FIBERTOWER CORP      9.000 11/15/2012  14.250
FIBERTOWER CORP      9.000 11/15/2012  13.875
FIBERTOWER CORP      9.000   1/1/2016  30.000
FRIENDSHIP WEST      8.000  6/15/2024   9.100
GEOKINETICS HLDG     9.750 12/15/2014  45.000
GLB AVTN HLDG IN    14.000  8/15/2013  32.000
GLOBALSTAR INC       5.750   4/1/2028  44.310
GMX RESOURCES        4.500   5/1/2015  46.250
GMX RESOURCES        5.000   2/1/2013  89.000
HAWKER BEECHCRAF     8.500   4/1/2015   5.950
HAWKER BEECHCRAF     8.875   4/1/2015   5.750
HUTCHINSON TECH      8.500  1/15/2026  59.000
IBM CORP             4.750 11/29/2012 100.000
JAMES RIVER COAL     4.500  12/1/2015  42.000
KELLWOOD CO          7.625 10/15/2017  34.050
LAMAR MEDIA CORP     6.625  8/15/2015 101.625
LEHMAN BROS HLDG     0.250 12/12/2013  20.125
LEHMAN BROS HLDG     0.250  1/26/2014  20.125
LEHMAN BROS HLDG     1.000 10/17/2013  20.125
LEHMAN BROS HLDG     1.000  3/29/2014  20.125
LEHMAN BROS HLDG     1.000  8/17/2014  20.125
LEHMAN BROS HLDG     1.000  8/17/2014  20.125
LEHMAN BROS HLDG     1.250   2/6/2014  20.125
LEHMAN BROS INC      7.500   8/1/2026  18.020
LIFECARE HOLDING     9.250  8/15/2013  36.854
LIFEPOINT CMNTY      8.400 10/20/2036   4.000
MANNKIND CORP        3.750 12/15/2013  67.750
MASHANTUCKET PEQ     8.500 11/15/2015   8.125
MASHANTUCKET PEQ     8.500 11/15/2015  15.750
MASHANTUCKET TRB     5.912   9/1/2021   9.250
METRO BAP CHURCH     8.400  1/12/2029   4.000
MF GLOBAL LTD        9.000  6/20/2038  59.100
NEWPAGE CORP        10.000   5/1/2012   4.454
NEWPAGE CORP        11.375 12/31/2014  44.819
NGC CORP CAP TR      8.316   6/1/2027  13.000
OVERSEAS SHIPHLD     8.125  3/30/2018  39.315
OVERSEAS SHIPHLD     8.750  12/1/2013  40.000
PEBO-CALL12/12       8.620   5/1/2029 100.000
PENSON WORLDWIDE     8.000   6/1/2014  42.011
PMI CAPITAL I        8.309   2/1/2027   1.000
PMI GROUP INC        6.000  9/15/2016  28.750
POWERWAVE TECH       3.875  10/1/2027  10.000
POWERWAVE TECH       3.875  10/1/2027  10.191
RESIDENTIAL CAP      6.500  4/17/2013  24.500
RESIDENTIAL CAP      6.875  6/30/2015  23.420
REVEL AC INC        12.000  3/15/2018   5.750
SAVIENT PHARMA       4.750   2/1/2018  18.250
SCHOOL SPECIALTY     3.750 11/30/2026  49.000
TERRESTAR NETWOR     6.500  6/15/2014  10.000
TEXAS COMP/TCEH     10.250  11/1/2015  17.500
TEXAS COMP/TCEH     10.250  11/1/2015  17.875
TEXAS COMP/TCEH     10.250  11/1/2015  19.600
TEXAS COMP/TCEH     15.000   4/1/2021  34.250
TEXAS COMP/TCEH     15.000   4/1/2021  28.500
THQ INC              5.000  8/15/2014  23.375
TIMES MIRROR CO      7.250   3/1/2013  35.000
TL ACQUISITIONS     10.500  1/15/2015  25.500
TL ACQUISITIONS     10.500  1/15/2015  25.448
TOUSA INC            7.500  3/15/2011   2.000
TRAVELPORT LLC      11.875   9/1/2016  37.700
TRAVELPORT LLC      11.875   9/1/2016  36.125
TRIBUNE CO           5.250  8/15/2015  37.000
URI-CALL11/12       10.875  6/15/2016 110.500
USEC INC             3.000  10/1/2014  34.000
VERSO PAPER         11.375   8/1/2016  42.983
WASH MUT BANK NV     6.750  5/20/2036   0.063
WCI COMMUNITIES      4.000   8/5/2023   0.625
WCI COMMUNITIES      4.000   8/5/2023   0.625
WCI COMMUNITIES      6.625  3/15/2015   0.625



                            *********

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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