TCR_Public/121204.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, December 4, 2012, Vol. 16, No. 337

                            Headlines

1701 COMMERCE: Hires Cole Schotz as Replacement Counsel
1701 COMMERCE: Loses Control of Case; To Pursue Asset Sale
A123 SYSTEMS: Court Approves A&M as Financial Advisor
A123 SYSTEMS: Can Hire Lazard Freres as Investment Banker
A123 SYSTEMS: Creditors Committee Proposes Blackstone as Advisor

A123 SYSTEMS: Committee Retains Brown Rudnick as Co-Counsel
A123 SYSTEMS: NEC Corp. Contemplates Bidding on Assets
ACCELPATH INC: Reports $373,000 Net Income in June 30 Quarter
AES CORP: S&P Keeps 'BB-' Issuer Credit Rating; Outlook Stable
ALEXANDRIA RENTALS: Case Summary & 4 Unsecured Creditors

AMERICAN AIRLINES: Seeks Plan Exclusivity Until March 11
AMERICAN PETRO-HUNTER: Incurs $1.6-Mil. Net Loss in Third Quarter
AMF BOWLING: Court Limits Equity Trades to Protect Tax Attributes
ATLANTIC POWER: S&P Affirms 'BB-' Corporate Credit Rating
BERING EXPLORATION: Incurs $1.8-Mil. Net Loss in Third Quarter

BERNARD L. MADOFF: Trustee Attempting to Halt Settlement
BITZIO INC: Incurs $2.1-Mil. Net Loss in Third Quarter
BLACK RAVEN: Suspends Filing of Reports with SEC
BORDERS GROUP: DSW Plans to Occupy Elk Grove Space
BUENA YUMA: Hiring Snell & Wilmer as Bankruptcy Counsel

BUENA YUMA: Payment Default, Foreclosure Threat Prompt Bankruptcy
CARDINAL ENERGY: Incurs $66,600 Net Loss in Third Quarter
CAREY LIMOUSINE: Becomes Test Case for Delaware Venue
CIRTRAN CORP: Incurs $547,000 Net Loss in Third Quarter
CLAIRE'S STORES: Incurs $13.7 Million Net Loss in Fiscal Q3

CELL THERAPEUTICS: Had $4.6 Million Net Loss in October
CENTRAL ENERGY: Misses $1.9MM Payment; Obtains Waiver from RBI
CHINA EXECUTIVE: Stockholders Plan Short-Form Merger With BETC
CHISEN ELECTRIC: Incurs $30.5-Million Net Loss in Sept. 30 Quarter
CHRYSLER LLC: To Pay Second Half of Workers' Bonuses in December

CONVERGEX GROUP: S&P Cuts Counterparty Credit Rating to 'B'
CORNETT HOSPITALITY: Restaurants Not Part of Estate, Spirit Says
DARLENE PETERS: Case Summary & 8 Unsecured Creditors
DECISION DIAGNOSTICS: Incurs $445,100 Net Loss in Third Quarter
DETROIT, MI: Fitch Affirms Junk Rating on Two LTGO Bond Classes

DIGITAL GENERATION: S&P Keeps 'B+' CCR on Watch Pending Mgt. Pact
DVR DEVELOPMENT: Voluntary Chapter 11 Case Summary
DREW PROPERTIES: Case Summary & 3 Unsecured Creditors
EASTMAN KODAK: Cheaper to Buy Claims Than Bonds
ELDORADO GOLD: S&P Gives 'BB' Corp. Credit Rating; Outlook Stable

ELPIDA MEMORY: Bondholders Argue Against U.S. Asset Sales
ENERGY SERVICES: Has Forbearance with United Bank Until May 31
EMPRESAS INTEREX: Court Approves Valdes Garcia to Conduct Audit
FRESH START: Incurs $161,000 Net Loss in Third Quarter
GENOIL INC: Incurs C$875,600 Net Loss in Third Quarter

GEO POINT: Incurs $271,000 Net Loss in Sept. 30 Quarter
GOOD SAMARITAN: Moody's Cuts Long-Term Bond Rating to 'Ba2'
GLOBAL AXCESS: Incurs $4.7-Mil. Net Loss in Third Quarter
GRANDPARENTS.COM INC: Incurs $2.4-Mil. Net Loss in Third Quarter
GREEKTOWN SUPERHOLDINGS: Moody's Assigns 'B3' CFR; Outlook Stable

GREEN GLOBAL: Incurs $119,000 Net Loss in Third Quarter
GREENMAN TECHNOLOGIES: Signs Marketing Agreement With WheelTime
GULFMARK OFFSHORE: Moody's Rates $150-Mil. Add-On Offering 'B1'
HAWKER BEECHRAFT: Submits Financial Forecast
HAWKER BEECHRAFT: May Send Plan to Creditors for Vote

HEARTLAND DENTAL: S&P Assigns 'B' Corporate Credit Rating
HMX ACQUISITION: U.S. Trustee Appoints 5-Member Creditors Panel
HMX ACQUISITION: Sale Protocol Approved; Dec. 17 Auction Set
IMPERIAL RESOURCES: Incurs $132,061 Net Loss in Sept. 30 Quarter
INTERLEUKIN GENETICS: Extends Maturity of Pyxis Credit to 2014

INTERNATIONAL CARD: Reports Net Income of $89,600 in 3rd Quarter
IRONSTONE GROUP: Incurs $46,300 Net Loss in Third Quarter
J B MATHEWS: Case Summary & 20 Largest Unsecured Creditors
JOURNAL REGISTER: Alden to Retain Ownership in Debt Swap
KANSAS CITY SOUTHERN: S&P Keeps 'BB+' Corporate Credit Rating

KINBASHA GAMING: Incurs $391,000 Net Loss in Sept. 30 Quarter
LATTICE INCORPORATED: Incurs $107,300 Net Loss in Third Quarter
LEHMAN BROTHERS: BNP Paribas Revised Claim Approved
LUCID INC: William Shea Discloses 8.4% Equity Stake
LUXEYARD INC: Has $3.6-Mil. Operating Loss in Third Quarter

MANDALAY DIGITAL: Has Accumulated Deficit of $134-Mil. at Sept. 30
MARINA BIOTECH: Signs Licensing Agreement With Tekmira
MCCLATCHY CO: Fitch Withdraws Rating on Senior Notes
MERISEL INC: Incurs $10.0-Mil. Net Loss in Third Quarter
MERITOR INC: Fitch Puts 'B-' Rating on $250-Mil. Senior Notes

MERRILL CORP: S&P Revises Outlook on 'CCC-' CCR to Developing
MINT LEASING: Reports $49,500 Net Income in Third Quarter
MOUNTAIN PROVINCE: Raises $47 Million from Rights Offering
NEIMAN MARCUS: Fitch Lowers Senior Secured Loan Rating to 'B'
NELSON EDUCATION: S&P Cuts CCR to 'CCC+' on Weak Performance

NEW GOLD: S&P Rates New $500-Mil. Senior Unsecured Notes 'BB-'
NEXSTAR BROADCASTING: Prices 8-Mil. Shares at $9.25 Apiece
OPEN SOLUTIONS: Moody's Cuts CFR/PDR to 'Caa2'; Outlook Positive
ORIENTAL TRADING: S&P Raises Corporate Credit Rating to 'BB-'
OVERSEAS SHIPHOLDING: Has 5-Member Creditors' Committee

OVERSEAS SHIPHOLDING: Greylock's John Ray III to Serve as CRO
OVERSEAS SHIPHOLDING: Hiring Kurtzman Carson as Admin. Consultant
OVERSEAS SHIPHOLDING: Schedules Filing Deadline Moved to Feb. 27
PABELLON DE LA VICTORIA: Files Schedules of Assets and Liabilities
PABELLON DE LA VICTORIA: Hires Carlos Cardona Crespo as Accountant

PABELLON DE LA VICTORIA: Hiring Justiniano's Law Office as Counsel
PABELLON DE LA VICTORIA: Sec. 341 Meeting Continued to Dec. 10
PABELLON DE LA VICTORIA: Claims Bar Date Set for Feb. 17
PANKRATZ FOREST: Voluntary Chapter 11 Case Summary
PAUL AND JENNIFER: Voluntary Chapter 11 Case Summary

PEER REVIEW: Incurs $819,000 Net Loss in Third Quarter
PENNFIELD CORP: Skadden Arps Okayed as Special Committee Counsel
PENNFIELD CORP: Panel Hires MorrisAnderson as Financial Advisor
PHOENIX EAGLE: Case Summary & 5 Unsecured Creditors
PLANDAI BIOTECHNOLOGY: Incurs $423,000 Net Loss in Sept. 30 Qtr.

PMI GROUP: Wants Exclusive Plan Filing Period Extended to Jan. 3
PROGRESSIVE CARE: Incurs $364,400 Net Loss in Third Quarter
QUICK-MED TECHNOLOGIES: Incurs $289,000 Net Loss in Sept. 30 Qtr.
RAKHRA MUSHROOM: Bankruptcy Court Continues Plan Hearing
REGAL ENTERTAINMENT: Great Escape Deal No Effect on Fitch Ratings

REPLICEL LIFE: Incurs Comprehensive Loss of C$36,000 in 3rd Qtr.
REX ENERGY: Moody's Withdraws 'B2' Corporate Family Rating
RG STEEL: PBGC Takes Over Two Pension Plans
RIDDHI SIDDHI: Case Summary & 4 Unsecured Creditors
RIVERBED TECHNOLOGY: S&P Rates Corp. Credit 'BB'; Outlook Stable

RUTH HYMAN: Axelrod Theatre Closed, on Sale Block
SAGE PRODUCTS: S&P Gives 'B' Corp. Credit Rating on High Leverage
SHERMAN CREEK: Case Summary & 6 Unsecured Creditors
SHIVAM LLC: Case Summary & 6 Unsecured Creditors
SIGNET SOLAR: Files for Chapter 11 Bankruptcy Protection

SNOHOMISH COUNTY: Moody's Cuts Limited Tax G.O. Rating to 'B1'
SOLAR POWER: Incurs $7.2-Mil. Net Loss in Third Quarter
SPANISH BROADCASTING: S&P Revises Outlook on 'B-' CCR to Negative
STAMP FARMS, L.L.C.: Case Summary & 20 Largest Unsecured Creditors
STEVIA CORP: Incurs $846,000 Net Loss in Sept. 30 Quarter

STREAMLINE AVIATION: Files for Chapter 11 Bankruptcy Protection
STREAMLINE AVIATION: Voluntary Chapter 11 Case Summary
T3 MOTION: Closes $4.35-Million Debt Financing
TEEKAY CORP: S&P Cuts CCR to 'B+' on Likely Continued Low Profits
THERAPEUTIC SOLUTIONS: Files Q1 and Q2 Financial Reports

TRIBUNE CO: Wins OK of Senior Noteholders' Distribution Deals
TRILOGY ENERGY: S&P Gives 'B+' Corp. Credit Rating; Outlook Stable
UPPER CRUST: Trustee Proposes December 19 Auction
UNITED AMERICAN: Posts $4,000 Operating Loss in Sept. 30 Qtr.
URBAN AG. CORP: Reports $35,900 Net Income in Third Quarter

US FOODS: Moody's Rates Senior Unsecured Notes '(P)Caa2'
US FOODS: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
UTSTARCOM INC: Offers to Buy up to 25 Million Ordinary Shares
VELO HOLDINGS: Going to Senior Lenders in Chapter 11 Plan
VIGGLE INC: Incurs $19.5-Mil. Net Loss in Q2 Ended Sept. 30

WKI HOLDING: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
WKI HOLDING: S&P Gives 'B' Corporate Credit Rating; Outlook Stable
ZACKY FARMS: Files Schedules of Assets and Liabilities
ZACKY FARMS: Can Hire KCC as Administrative Consultant
ZACKY FARMS: Hires FTI Consulting as Chief Restructuring Officer

ZACKY FARMS: Panel Has Green Light to Hire Cohnreznick as Counsel
ZACKY FARMS: Court Approves Sale Protocol; Jan. 15 Auction Set
ZACKY FARMS: Committee Appeals DIP Loan Approval to 9th Cir. BAP
ZYTO CORP: Fires Brian Halladay; Kami Howard Named Acting CFO

* Large Companies With Insolvent Balance Sheets

                            *********

1701 COMMERCE: Hires Cole Schotz as Replacement Counsel
-------------------------------------------------------
1701 Commerce LLC asks the U.S. Bankruptcy Court for permission to
employ Cole, Schotz, Meisel, Forman & Leonard, P.A. as substitute
bankruptcy counsel for the Debtor in connection with the Chapter
11 Case.

John P. Lewis, Jr. has withdrawn as the Debtor's Chapter 11
counsel.  The Debtor did not oppose the lawyer's move.

Cole Schotz's Michael D. Warner attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The firm's rates are:

   Professional                            Rates
   ------------                            -----
   Members and Special Counsel         $350 - $785 per hour
   Associates                          $195 - $400 per hour
   Paralegals                          $165 - $245 per hour

                     About 1701 Commerce

1701 Commerce LLC, owner and operator of a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas, filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on
March 26, 2012.  The Debtor also was the former operator of a
Shula's steakhouse at the Hotel.

1701 Commerce LLC was previously named Presidio Ft. Worth Hotel
LLC, but changed its name to 1701 Commerce LLC, prior to the
bankruptcy filing date to reduce and minimize any potential
confusion relating to an entity named Presidio Fort Worth Hotel
LP, an unrelated and unaffiliated partnership that was the former
owner of the hotel property owned by the Debtor.

1701 Commerce is a Nevada limited liability company whose members
are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II,
Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are
managed by Richfield Hospitality Group, an independent management
company that is not affiliated with the Debtor or any of its
members.

Judge D. Michael Lynn presides over the bankruptcy case.  The
Debtor disclosed $71,842,322 in assets and $44,936,697 in
liabilities.

The Plan co-proposed by the Debtor and Vestin Realty Mortgage I,
Inc., Vestin Realty Mortgage II, Inc., and Vestin Fund III, LLC,
provides that, among other things, Convenience Class of Unsecured
Claims of $5,000 will be paid 100% in cash without interest within
30 days after Effective Date, and Unsecured Claims in Excess of
$5,000 will be paid 100% with interest at 5% through 20 quarterly
payments.


1701 COMMERCE: Loses Control of Case; To Pursue Asset Sale
----------------------------------------------------------
1701 Commerce LLC has lost control of its restructuring after the
Bankruptcy Court terminated the Debtor's exclusive rights to file
and solicit acceptances of a Chapter 11 plan.  1701 Commerce has
now proceeded to a sale of its assets.

Presidio Hotel Fort Worth, L.P. and several other creditors
objected to the request by the Debtor to further extend the
exclusivity periods pending an asset sale.  Presidio, PHM Services
Inc., Edward Delorme, and Sushil Patel, on Oct. 19 filed a Plan of
Liquidation for the debtor.

However, according to the case docket, the Creditor Proponent's
Plan will not go forward and a sale under 11 U.S.C. Sec. 363 will
take place.

On Nov. 5, the Court granted the Debtor's request to sell
property, and assume and assign executory contracts and unexpired
leases.

                      About 1701 Commerce

1701 Commerce LLC, owner and operator of a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas, filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on
March 26, 2012.  The Debtor also was the former operator of a
Shula's steakhouse at the Hotel.

1701 Commerce LLC was previously named Presidio Ft. Worth Hotel
LLC, but changed its name to 1701 Commerce LLC, prior to the
bankruptcy filing date to reduce and minimize any potential
confusion relating to an entity named Presidio Fort Worth Hotel
LP, an unrelated and unaffiliated partnership that was the former
owner of the hotel property owned by the Debtor.

1701 Commerce is a Nevada limited liability company whose members
are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II,
Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are
managed by Richfield Hospitality Group, an independent management
company that is not affiliated with the Debtor or any of its
members.

Judge D. Michael Lynn presides over the bankruptcy case.  The Law
Office of John P. Lewis, Jr., represents the Debtor.  The Debtor
disclosed $71,842,322 in assets and $44,936,697 in liabilities.

The Plan co-proposed by the Debtor and Vestin Realty Mortgage I,
Inc., Vestin Realty Mortgage II, Inc., and Vestin Fund III, LLC,
provides that, among other things, Convenience Class of Unsecured
Claims of $5,000 will be paid 100% in cash without interest within
30 days after Effective Date, and Unsecured Claims in Excess of
$5,000 will be paid 100% with interest at 5% through 20 quarterly
payments.


A123 SYSTEMS: Court Approves A&M as Financial Advisor
-----------------------------------------------------
A123 Systems, Inc., et al., sought and obtained permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Alvarez & Marsal North America, LLC as financial advisors.

A&M is expected to provide restructuring support services to
manage and advise the Debtors in the course of the Chapter 11
cases, including, but not limited to:

   a) assistance to the Debtors in the preparation of financial-
      related disclosures required by the Court, including the
      Debtors' schedules of assets and liabilities, statements of
      financial affairs and monthly operating reports;

   b) assistance to the Debtors with information and analyses
      required pursuant to the Debtors' debtor-in-possession
      financing; and

   c) assistance with the identification and implementation of
      short-term cash management procedures.

The Debtors relate that they have chosen Lazard Freres & Co LLC as
investment banker.  A&M will work closely with Lazard to prevent
any duplication of efforts in the course of advising the Debtors.

The hourly rates of A&M personnel are:

         Managing Director                $650 - $850
         Director                         $450 - $650
         Associate                        $300 - $450
         Analyst                          $250 - $300

A&M received a $200,000 retainer and payments totaling $1,487,449
for services performed prepetition.

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

                     About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designs,
develops, manufactures and sells advanced rechargeable lithium-ion
batteries and battery systems and provides research and
development services to government agencies and commercial
customers.

A123 is the recipient of a $249 million federal grant from the
Obama administration.  Pre-bankruptcy, A123 had an agreement to
sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp.
U.S. lawmakers opposed the deal over concerns on the transfer of
American taxpayer dollars and technology to China.

A123 didn't make a $2.7 million payment due Oct. 15, 2012, on
$143.75 million in 3.75% convertible subordinated notes due 2016.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012,
with a deal to sell its auto-business assets to Johnson Controls
Inc.  The deal with JCI is valued at $125 million, and subject to
higher offers at a bankruptcy auction.

A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Debt includes $143.8 million on 3.75% convertible
subordinated notes.  Other liabilities include $22.5 million on a
bridge loan owing to Wanziang.  About $33 million is owed to trade
suppliers.

The Hon. Kevin J. Carey presides over the case.  Lawyers at
Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as
the Debtors' counsel.  Lazard Freres & Co. LLC acts as the
Debtors' financial advisors, while Alvarez & Marsal serves as
restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  Wanxiang America Corporation
and Wanxiang Clean Energy USA Corp. are represented in the case by
lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin
LLP.  JCI is represented in the case by Josh Feltman, Esq., at
Wachtell Lipton Rosen & Katz LLP.

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by lawyers at Brown
Rudnick LLP and Saul Ewing LLP.


A123 SYSTEMS: Can Hire Lazard Freres as Investment Banker
---------------------------------------------------------
A123 Systems, Inc., et al., sought and obtained approval from the
U.S. Bankruptcy Court for the District of Delaware to employ
Lazard Freres & Co. LLC as investment banker.

Lazard will, among other things:

   a) review and analyze the Debtors' business, operations
      and financial projections;

   b) assist to formulate strategy and structural alternatives;

   c) at the Debtors' request, Lazard will meet with the Debtors'
      board of directors to discuss the Debtors' strategic
      alternatives; and

   d) evaluate the Debtors' potential debt capacity in light of
      their projected cash flows and advise the Debtors with
      respect to any debtor-in-possession financing required in
      connection with a restructuring.

Lazard's compensation package consists of:

       i) a monthly fee of $200,000, due on the first day of each
          month until the earlier of the completion of the
          restructuring or the termination of Lazard's engagement;

      ii) a completion fee of $5,000,000, payable upon the
          consummation of a restructuring; and

     iii) a cash fee payable with respect to any Senior Secured
          Credit Facility equal to:

           (a) 1.50% of the maximum amount of the Senior Secured
               Credit Facility with respect to the amounts of the
               Senior Secured Credit Facility borrowed from
               lender(s) that are banks,

           (b) 0.75% of the maximum amount of the Senior Secured
               Credit Facility with respect to the amounts of the
               Senior Secured Credit Facility borrowed from any of
               the financing sources named in Schedule A of the
               Engagement Letter or any of their affiliates, and

           (c) 3.0% of the maximum amount of the Senior Secured
               Credit Facility with respect to the amounts of the
               Senior Secured Credit Facility borrowed from
               lender(s) that are entities other than banks or
               Company Financing Sources, due and payable.

The Debtors relate that in the unlikely event the services of
Lazard and the services of Alvarez & Marsal North America, LLC, do
overlap, the Debtors will work with Lazard and A&M to avoid
duplication of their work.

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

                       About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designs,
develops, manufactures and sells advanced rechargeable lithium-ion
batteries and battery systems and provides research and
development services to government agencies and commercial
customers.

A123 is the recipient of a $249 million federal grant from the
Obama administration.  Pre-bankruptcy, A123 had an agreement to
sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp.
U.S. lawmakers opposed the deal over concerns on the transfer of
American taxpayer dollars and technology to China.

A123 didn't make a $2.7 million payment due Oct. 15 on $143.75
million in 3.75% convertible subordinated notes due 2016.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012,
with a deal to sell its auto-business assets to Johnson Controls
Inc.  The deal with JCI is valued at $125 million, and subject to
higher offers at a bankruptcy auction.

A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Debt includes $143.8 million on 3.75% convertible
subordinated notes.  Other liabilities include $22.5 million on a
bridge loan owing to Wanziang.  About $33 million is owed to trade
suppliers.

The Hon. Kevin J. Carey presides over the case.  Lawyers at
Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as
the Debtors' counsel.  Lazard Freres & Co. LLC acts as the
Debtors' financial advisors, while Alvarez & Marsal serves as
restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  Wanxiang America Corporation
and Wanxiang Clean Energy USA Corp. are represented in the case by
lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin
LLP.  JCI is represented in the case by Josh Feltman, Esq., at
Wachtell Lipton Rosen & Katz LLP.

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by lawyers at Brown
Rudnick LLP and Saul Ewing LLP.


A123 SYSTEMS: Creditors Committee Proposes Blackstone as Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of A123 Systems Inc.
asks the U.S. Bankruptcy Court for authority to retain Blackstone
Advisory Partners L.P. as financial advisor, nunc pro tunc to
Nov. 6, 2012.

The firm will, among other things:

   a) assist in the evaluation of the asset sale processes,
      including the identification of potential buyers;

   b) assist in evaluating the terms, conditions and impact of any
      proposed asset sale transactions; and

   c) participate in negotiations among the Committee, the Company
      and its other creditors, suppliers, lessors and other
      interested parties.

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

The Committee proposes that Blackstone be paid in accordance with
this fee structure:

   a) A monthly advisory fee in the amount of $125,000 in cash.
      Beginning with the third monthly fee paid to Blackstone, 50%
      of all monthly fees paid will be credited against the
      restructuring fee;

   b) A restructuring fee equal to $1,000,000, plus 0.5% of any
      "distributable value" to the unsecured creditors of the
      Debtors, above a certain threshold amount.

   c) Reimbursement of all reasonable and actual out-of-pocket
      expenses incurred during the engagement.

There's a hearing to consider approval of Blackstone's engagement
on Dec. 11, 2012.  Objections are due Dec. 4.

                      About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designs,
develops, manufactures and sells advanced rechargeable lithium-ion
batteries and battery systems and provides research and
development services to government agencies and commercial
customers.

A123 is the recipient of a $249 million federal grant from the
Obama administration.  Pre-bankruptcy, A123 had an agreement to
sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp.
U.S. lawmakers opposed the deal over concerns on the transfer of
American taxpayer dollars and technology to China.

A123 didn't make a $2.7 million payment due Oct. 15 on $143.75
million in 3.75% convertible subordinated notes due 2016.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012,
with a deal to sell its auto-business assets to Johnson Controls
Inc.  The deal with JCI is valued at $125 million, and subject to
higher offers at a bankruptcy auction.

A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Debt includes $143.8 million on 3.75% convertible
subordinated notes.  Other liabilities include $22.5 million on a
bridge loan owing to Wanziang.  About $33 million is owed to trade
suppliers.

The Hon. Kevin J. Carey presides over the case.  Lawyers at
Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as
the Debtors' counsel.  Lazard Freres & Co. LLC acts as the
Debtors' financial advisors, while Alvarez & Marsal serves as
restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  Wanxiang America Corporation
and Wanxiang Clean Energy USA Corp. are represented in the case by
lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin
LLP.  JCI is represented in the case by Josh Feltman, Esq., at
Wachtell Lipton Rosen & Katz LLP.

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by lawyers at Brown
Rudnick LLP and Saul Ewing LLP.


A123 SYSTEMS: Committee Retains Brown Rudnick as Co-Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of A123 Systems Inc.
asks the U.S. Bankruptcy Court for authority to retain Brown
Rudnick LLP as co-counsel, nunc pro tunc to Nov. 2, 2012.

The firms' primary attorneys who will represent the Committee are:

     Professional               Hourly Rate
     ------------               -----------
     William R. Baldiga            $1,045
     John F. Storz                   $795
     Sunni P. Beville                $760

Other Brown Rudnick attorneys or paraprofessionals from time to
time will provide legal services on behalf of the Committee.  The
following hourly rates for Brown Rudnick attorneys and
paraprofessionals are currently in effect, but are subject to
adjustments: attorney rates are $475 to $1,100 per hour and
paraprofessionals are $265 to $370 per hour.

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

                       About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designs,
develops, manufactures and sells advanced rechargeable lithium-ion
batteries and battery systems and provides research and
development services to government agencies and commercial
customers.

A123 is the recipient of a $249 million federal grant from the
Obama administration.  Pre-bankruptcy, A123 had an agreement to
sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp.
U.S. lawmakers opposed the deal over concerns on the transfer of
American taxpayer dollars and technology to China.

A123 didn't make a $2.7 million payment due Oct. 15 on $143.75
million in 3.75% convertible subordinated notes due 2016.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012,
with a deal to sell its auto-business assets to Johnson Controls
Inc.  The deal with JCI is valued at $125 million, and subject to
higher offers at a bankruptcy auction.

A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Debt includes $143.8 million on 3.75% convertible
subordinated notes.  Other liabilities include $22.5 million on a
bridge loan owing to Wanziang.  About $33 million is owed to trade
suppliers.

The Hon. Kevin J. Carey presides over the case.  Lawyers at
Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as
the Debtors' counsel.  Lazard Freres & Co. LLC acts as the
Debtors' financial advisors, while Alvarez & Marsal serves as
restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  Wanxiang America Corporation
and Wanxiang Clean Energy USA Corp. are represented in the case by
lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin
LLP.  JCI is represented in the case by Josh Feltman, Esq., at
Wachtell Lipton Rosen & Katz LLP.

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by lawyers at Brown
Rudnick LLP and Saul Ewing LLP.


A123 SYSTEMS: NEC Corp. Contemplates Bidding on Assets
------------------------------------------------------
Electric Light & Power reports that NEC Corp. is considering
acquiring parts of U.S. battery maker A123 Systems Inc. to obtain
the large storage battery technology to help boost its smart grid
product offerings.  According to the report, it remains unknown
whether NEC will emerge as a winner in the upcoming tender in
light of other companies that have expressed interest in
submitting competing bids.

                        About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designs,
develops, manufactures and sells advanced rechargeable lithium-ion
batteries and battery systems and provides research and
development services to government agencies and commercial
customers.

A123 is the recipient of a $249 million federal grant from the
Obama administration.  Pre-bankruptcy, A123 had an agreement to
sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp.
U.S. lawmakers opposed the deal over concerns on the transfer of
American taxpayer dollars and technology to China.

A123 didn't make a $2.7 million payment due Oct. 15 on $143.75
million in 3.75% convertible subordinated notes due 2016.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012,
with a deal to sell its auto-business assets to Johnson Controls
Inc.  The deal with JCI is valued at $125 million, and subject to
higher offers at a bankruptcy auction.

A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Debt includes $143.8 million on 3.75% convertible
subordinated notes.  Other liabilities include $22.5 million on a
bridge loan owing to Wanziang.  About $33 million is owed to trade
suppliers.

The Hon. Kevin J. Carey presides over the case.  Lawyers at
Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as
the Debtors' counsel.  Lazard Freres & Co. LLC acts as the
Debtors' financial advisors, while Alvarez & Marsal serves as
restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  Wanxiang America Corporation
and Wanxiang Clean Energy USA Corp. are represented in the case by
lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin
LLP.  JCI is represented in the case by Josh Feltman, Esq., at
Wachtell Lipton Rosen & Katz LLP.

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by lawyers at Brown
Rudnick LLP and Saul Ewing LLP.


ACCELPATH INC: Reports $373,000 Net Income in June 30 Quarter
-------------------------------------------------------------
AccelPath, Inc., formerly known as Technest Holdings, Inc., filed
its quarterly report on Form 10-Q, reporting net income of
$373,144 on $63,298 of revenues for the three months ended
Sept. 30, 2012, compared with a net loss of $581,498 on $129,358
of revenues for the prior year period.

The operating loss for the three months ended Sept. 30, 2012, was
$491,015 compared with an operating loss of $619,661 for the three
months ended Sept. 30, 2011.  In the three months ended Sept. 30,
2012, the Company recognized a bargain purchase gain of $921,005
related to the Digipath acquisition (acquired Sept. 18, 2012).
The Company's balance sheet at Sept. 30, 2012, showed $3.6 million
in total assets, $4.1 million in total liabilities, and a
stockholders' deficit of $504,078.

The Company had a working capital deficit of $2.2 million and a
stockholders' deficit of $504,078 at Sept. 30, 2012.

As reported in the TCR on Oct. 18, 2012, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about AccelPath's
ability to continue as a going concern following their audit of
the Company's financial statements for the year ended June 30,
2012.  The independent auditors noted that the Company has
suffered recurring losses from operations, has negative cash flows
from operations, a stockholders' deficit and a working capital
deficit.

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

Gaithersburg, Md.-based AccelPath, Inc., has two primary
businesses: AccelPath, LLC, and Digipath Solutions, LLC, are in
the business of enabling pathology diagnostics and Technest, Inc.
(a 49% owned subsidiary) is in the business of the design,
research and development, integration, sales and support of three-
dimensional imaging devices and systems.


AES CORP: S&P Keeps 'BB-' Issuer Credit Rating; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BBB-' issuer
credit rating on Panama-based electric power generator AES Panama
S.A. The outlook remains stable.

The rating on AES Panama reflects our assessment of its stand-
alone credit profile (SACP), which we asses at 'bbb-'. The SACP is
based on:

    The company's satisfactory business position, based on its
    promising growth prospects for power consumption and its
    competitive advantage in generating electricity at the lowest
    cost;

    The strong profitability among hydropower plant operators in
    the region, the stable cash flows from long-term power
    purchase agreements, and the company's prudent financial
    management; and

    The institutional framework in the Republic of Panama (foreign
    and local currency ratings BBB/Stable/A-2) that supports the
    country's business and regulatory conditions and contributes
    to the stability of the electric sector and the predictability
    of AES Panama's financial profile.

The rating on AES Panama also reflects S&P's view that there is a
"moderately high" likelihood that the government of Panama would
provide timely and sufficient extraordinary support to AES Panama
in the event of financial distress. "In accordance with our
criteria for government-related entities, our view is based on our
assessment of AES Panama's role as the largest low-cost power
generator in Panama and its strong link to the government, which
has a majority ownership stake (50.5%) in the company. The AES
Corp. (BB-/Stable/--) holds 49% and AES Panama's employees hold
the remaining 0.5%," S&P said.

"The stable outlook reflects our expectation that AES Panama's key
financial ratios will improve steadily in 2013 and 2014," said
Standard & Poor's credit analyst Monica Ponce. "We could lower the
rating if weakness in the company's EBITDA generation compromises
its ability to improve its total debt to EBITDA to less than 3.0x.
Conversely, we could raise the rating if the company reports
strong financial performance relative to our expectation,
particularly if its total debt EBITDA improves to 2.5x within the
next 12 months."


ALEXANDRIA RENTALS: Case Summary & 4 Unsecured Creditors
--------------------------------------------------------
Debtor: Alexandria Rentals, LLC
        2046 Hillhurst Avenue, Suite 23
        Los Angeles, CA 90027

Bankruptcy Case No.: 12-49322

Chapter 11 Petition Date: November 28, 2012

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

Judge: Barry Russell

Debtor's Counsel: Elaine Nguyen, Esq.
                  WEINTRAUB & SELTH APC
                  11766 Wilshire Boulevard, Suite 1170
                  Los Angeles, CA 90025
                  Tel: (310) 207-1494
                  Fax: (310) 442-0660
                  E-mail: elaine@wsrlaw.net

Scheduled Assets: $510,064

Scheduled Liabilities: $1,170,281

A copy of the Company's list of its four unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb12-49322.pdf

The petition was signed by Michael R. Miller, manager.


AMERICAN AIRLINES: Seeks Plan Exclusivity Until March 11
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp., once again locked arms with the official
creditors' committee in requesting an expansion of the company's
exclusive right to propose a reorganization plan.  If approved by
the bankruptcy court in New York at a Dec. 19 hearing, the
deadline will be pushed out by 42 days to March 11.

According to the report, the exclusivity motion, filed Nov. 30,
contains a detailed description of accomplishments in recent
weeks.  The papers don't say whether the case is likely to end in
a standalone reorganization or a merger with US Airways Group Inc.
The motion euphemistically says the airline and the committee "are
pursuing their collaborative review of strategic alternatives."

Mr. Rochelle notes that the AMR bankruptcy will reach a turning
point on Dec. 7 when voting ends on the proposed new contract for
pilots.  If pilots vote down the offer and the bankruptcy court
imposes concessions on flight-deck crews, airline workers can be
enjoined from striking, unlike Hostess Brands Inc. where a bakery
workers' strike brought the company down.

                         American Airlines

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

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

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

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

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

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

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

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


AMERICAN PETRO-HUNTER: Incurs $1.6-Mil. Net Loss in Third Quarter
-----------------------------------------------------------------
American Petro-Hunter, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.6 million on $78,671 of revenue
for the three months ended Sept. 30, 2012, compared with a net
loss of $628,174 on $93,873 of revenue for the same period last
year.  The increase was largely attributed to financing costs
relating to the new agreement with ASYM Energy Opportunities LLC.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $2.5 million on $266,348 of revenue, compared with a net
loss of $$2.1 million on $214,075 of revenue for the same period
of 2011

The Company's balance sheet at Sept. 30, 2012, showed $2.0 million
in total assets, $2.4 million in total liabilities, and a
stockholders' deficit of $425,433.

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

                    About American Petro-Hunter

Wichita, Kansas-based American Petro-Hunter, Inc., is an oil and
natural gas exploration and production (E&P) company with current
projects in Payne and Lincoln Counties in Oklahoma.

                           *     *     *

As reported in the TCR on April 4, 2012, Weaver Martin & Samyn,
LLC, in Kansas City, Missouri, expressed substantial doubt about
American Petro-Hunter'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 is dependent upon
the continued sale of its securities or obtaining debt financing
for funds to meet its cash requirements.


AMF BOWLING: Court Limits Equity Trades to Protect Tax Attributes
-----------------------------------------------------------------
AMF Bowling Worldwide, Inc., and certain of its affiliates sought
and obtained approval of notification and hearing procedures
regarding the trading of, or declarations of worthlessness for
federal or state tax purposes with respect to, equity securities
in Kingpin Holdings, LLC, or of any beneficial interest therein,
that must be complied with before trades or transfers of the
securities or declarations of worthlessness become effective.  Any
purchase, sale, or other transfer of, or declaration of
worthlessness with respect to, the equity securities in violation
of the procedures will be void ab initio.

The Debtors have incurred, and are currently incurring,
significant net operating losses, amounting to roughly $480
million as of the tax year ending June 30, 2012, and translating
to potential tax savings of roughly $192 million.  The Debtors'
NOLs consist of losses generated in any given or prior tax year
and can be "carried forward" to up to 20 subsequent tax years to
offset the Debtors' future taxable income, thereby reducing future
aggregate tax obligations.  NOLs also may be utilized to offset
taxable income generated by transactions completed during the
chapter 11 cases.

In seeking approval of the procedures, the Debtors intend to
protect and preserve the valuable tax attributes, including the
NOLs, as well as certain other tax and business credits,
ultimately benefiting all stakeholders. Conversely, loss of the
Debtors' NOLs and Tax Attributes will cause substantial
deterioration of value, harming the estates and significantly
reducing the ultimate payout to the Debtors' stakeholders.

Unrestricted trading of Equity Securities could adversely affect
the Debtors' NOLs if (a) too many 5% or greater blocks of Equity
Securities are created or (b) too many units are added to or sold
from such blocks such that, together with previous trading by 5%
shareholders during the preceding three-year period, an ownership
change within the meaning of section 382 of the Internal Revenue
Code of 1986, as amended, is triggered prior to emergence and
outside the context of a confirmed chapter 11 plan.  Likewise, if
a 50% or greater shareholder were, for federal or state tax
purposes, to treat its Equity Securities as having become
worthless prior to the Debtors emerging from chapter 11
protection, such a claim could trigger an ownership change under
section 382(g)(4)(D) of the IRC, thus causing an adverse affect on
the Debtors' Tax Attributes.

                   About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  The Company 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.  At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.

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 Kevin R. Huennekens oversees the 2012 case, taking over from
Judge Douglas O. Tice, Jr.  The petitions were signed by Stephen
D. Satterwhite, chief financial officer/chief operating officer.

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 Official Committee of Unsecured Creditors is represented by
lawyers at Pachulski Stang Ziehl & Jones LLP, and Christian &
Barton LLP.


ATLANTIC POWER: S&P Affirms 'BB-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB-' corporate
credit rating on Atlantic Power Corp. "At the same time, we also
affirmed the company's three issue-level ratings: $460 million 9%
senior unsecured notes due 2018 ('BB-'; recovery rating '3');
CPILP C$210 million 5.95% unsecured notes due 2036 ('B+'; recovery
rating '5'); and Curtis Palmer $190 million 5.9% senior unsecured
notes due 2014 ('BB-'; recovery rating '4'). The outlook is
stable," S&P said.

The rating on Atlantic Power reflects a "fair" business risk
profile and "significant" financial risk profile. "Our business
risk assessment reflects the company's reliance on distributions
from its underlying portfolio of power generation projects, its
dependence on growth projects to increase EBITDA, resource
concentration (natural gas), and some vulnerability to
availability declines," S&P said.

"The financial risk profile reflects high leverage, credit metrics
in line with the 'BB-' rating and vulnerability to operation and
maintenance cost increases," said Standard & Poor's credit analyst
Rubina Zaidi.

"Atlantic Power is a Boston-based publicly-traded power generation
and infrastructure company with a portfolio of assets in the U.S.
and Canada. Atlantic Power's current portfolio consists of
interests in 30 operational power generation projects across 11
states and two provinces in Canada totaling about 2,117 megawatts
(MW). In addition, it also has one 53 MW biomass project under
construction in Georgia and one 298 MW wind project going up in
Oklahoma. Atlantic Power also owns a majority interest in Rollcast
Energy, a biomass power plant developer in North Carolina," S&P
said.

"Standard & Poor's determined the rating on Atlantic Power using
our power developer methodology, a key element of which is
assigning a quality of cash flow (QCF) score to each cash flow
stream from the portfolio of assets. The QCF score reflects our
opinion of the cash flow stream's potential volatility. Project-
level QCF scores are largely influenced by a project's operational
track record, the terms of the power purchase agreement (PPA) for
the project, expected project cash flow, and project-level
covenants that can affect a given project's ability to distribute
cash to Atlantic Power. Standard & Poor's QCF scale ranges from 1
to 10, with 1 being the most stable and 10 the most volatile. We
assigned the portfolio a weighted average QCF of '5,' basing
weights on average distributions to the company from 2012 to
2016."

"The stable outlook reflects our belief that about 95% of Atlantic
Power's EBITDA is contracted through 2013, its CFADS to debt and
CFADS to interest coverage will be around 17% and 2.4x,
respectively, and liquidity will be adequate. We could raise the
rating if growth projects increase EBITDA significantly or CFADS
to debt and CFADS to interest ratios improve to around 20% and
2.8x. We could lower the rating if availability or generation is
lower than expected, or if operation and maintenance costs are
higher," S&P said.


BERING EXPLORATION: Incurs $1.8-Mil. Net Loss in Third Quarter
--------------------------------------------------------------
Bering Exploration, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.8 million on $25,263 of oil and gas
revenue for the three months ended Sept. 30, 2012, compared with a
net loss of $489,338 on $9,682 of oil and gas revenue for the
three months ended Sept. 30, 2011.

The Company's expenses increased from $306,893 for three months
ended Sept. 30, 2011, to $1.5 million for three months ended
Sept. 30, 2012.  The increase of $1.2 million was mainly due to
the following: increase in oil and gas operating expenses of
$112,766, decrease in office administration costs of $4,859,
increase in professional fees of $38,525, an increase in
depletion, depreciation and amortization of $16,500, an increase
in stock based compensation of $1.0 million, and an increase in
other expenses of $44,971.

For the six months ended Sept. 30, 2012, the Company had a net
loss of $2.6 million on $49,340 of oil and gas revenue, compared
with a net loss of $1.1 million on $9,682 of oil and gas revenue
for the six months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.4 million
in total assets, $969,659 in total liabilities, and stockholders'
equity of $405,778.

"The Company has not generated significant revenue since its
inception and is unlikely to generate earnings in the immediate or
foreseeable future.  The continuation of the Company as a going
concern is dependent upon the continued financial support from its
shareholders and the ability of the Company to obtain necessary
equity financing to continue operations and the attainment of
profitable operations.  As of Sept. 30, 2012, the Company has
accumulated losses of $9,463,413 since inception and negative
working capital of $875,653.  These factors raise substantial
doubt regarding the Company's ability to continue as a going
concern."

A copy of the Form 10-Q is available at http://is.gd/O5wFzF

                     About Bering Exploration

Houston-based Bering Exploration, Inc., primarily focuses its
business on the exploration, acquisition, development, production
and sale of natural gas, crude oil and natural gas liquids from
conventional reservoirs within the United States.  In addition,
the Company owns 25% of Intertech Bio, which is developing
products to treat cancer, infectious diseases and other medical
conditions associated with compromised immune systems.  The
Company is not actively involved in the management of Intertech
Bio.

                           *     *     *

LBB and Associates, Ltd, LLP, in Houston, Texas, issued a going
concern opinion on Bering Exploration's audited financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company's limited amounts of
revenue, recurring losses from operations and negative working
capital raise substantial doubt about the Company's ability to
continue as a going concern.


BERNARD L. MADOFF: Trustee Attempting to Halt Settlement
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Bernard L. Madoff Investment
Securities Inc. filed a fresh lawsuit aimed at halting another
settlement benefiting only some of the customers hoodwinked in the
giant Ponzi scheme.  The Madoff trustee has suits already pending
to stop settlements and lawsuits brought by attorneys general in
New York and California.

According to the report, the new dispute was the result of a
settlement made public last month in which Walter Noel and other
individuals associated with Fairfield Greenwich Group agreed to
pay more than $50 million to investors in the funds they managed.
The Fairfield Greenwich funds were among the largest investors in
Madoff's scheme.

The report relates that Madoff Trustee Irving Picard alleges in
his suit, filed in U.S. Bankruptcy Court in Manhattan, that
Fairfield Greenwich investors are attempting an end run around a
settlement he reached last year with the funds where they will
receive distributions on $270 million in approved claims.  If they
succeed in receiving the $50 million, they will take home more
than others who invested directly or indirectly in the Madoff
fraud.

Mr. Picard, the report discloses, contends that the settlement
will denude the Fairfield Greenwich fund managers of cash needed
to satisfy judgments or pay settlements in suits the trustee has
pending against them.

The Bloomberg report discloses that there will be an initial
hearing in bankruptcy court on Dec. 13 where Picard will ask the
judge to halt the parties from going ahead with the settlement.

The suit to be enjoined was begun in U.S. District Court in New
York in 2009.  A hearing for approval of settlement in the suit
entitled Anwar v. Fairfield Greenwich Ltd. is tentatively
scheduled for March 20 in federal district court.

The lawsuit to enjoin the settlement is Picard v. Fairfield
Greenwich Ltd., 12-02047, U.S. Bankruptcy Court, Southern
District New York (Manhattan). The Madoff liquidation case is
Securities Investor Protection Corp. v. Bernard L. Madoff
Investment Securities Inc., 08-01789, U.S. Bankruptcy Court,
Southern District of New York (Manhattan). The criminal case is
U.S. v. Madoff, 09-cr-00213, U.S. District Court, Southern
District of New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

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.


BITZIO INC: Incurs $2.1-Mil. Net Loss in Third Quarter
------------------------------------------------------
Bitzio, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $2.1 million on $154,384 of revenues for the three
months ended Sept. 30, 2012, compared with a net loss of
$8.1 million on $3,104 of revenues for the same period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $8.8 million on $519,591 of revenues, compared with a net
loss of $8.1 million on $3,104 of revenues for the same period of
2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.9 million
in total assets, $1.2 million in total current liabilities, and
stockholders' equity of $709,215.

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

                         About Bitzio Inc.

San Francisco, Calif.-based Bitzio, Inc. -- http://www.bitzio.com/
-- is a mobile media and app development company.

As reported in the TCR on April 4, 2012, Sadler, Gibb &
Associates, LLC, in Salt Lake City, expressed substantial doubt
about Bitzio'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 not yet
established an ongoing source of revenue sufficient to cover its
operating costs.


BLACK RAVEN: Suspends Filing of Reports with SEC
------------------------------------------------
Black Raven Energy, Inc., filed a Form 15 with the U.S. Securities
and Exchange Commission to voluntarily deregister its common stock
and suspend its reporting obligations with the SEC.  As of
Nov. 30, 2012, there were only 315 holders of the Company's common
shares.

                         About Black Raven

Denver, Colo.-based Black Raven Energy, Inc., formerly known as
PRB Energy, Inc., currently operates as an independent energy
company engaged in the acquisition, exploitation, development and
production of natural gas and oil in the Rocky Mountain Region of
the United States.  On Feb. 2, 2009, in connection with its
emergence from bankruptcy, PRB Energy changed its corporate name
to Black Raven Energy, Inc.

On March 5, 2008, PRB Energy, Inc. and its subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the District of Colorado.
On Jan. 16, 2009, the Bankruptcy Court entered an order confirming
PRB Energy reorganization plan.  The Plan became effective Feb. 2,
2009.

According to the Company, cash and cash equivalents on hand and
internally generated cash flows may not be sufficient to execute
its business plan.  Future bank financings, asset sales, or other
equity or debt financings will be required to fund the Company's
debt service, working capital requirements, planned drilling,
potential acquisitions and other capital expenditures.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

As reported by the TCR on April 21, 2011, Deloitte & Touche LLP,
in Denver, Colorado, noted that the Company's recurring losses
from operations and stockholders' deficit raise substantial doubt
about its ability to continue as a going concern.

The Company also reported a net loss of $1.49 million on
$1.68 million of total operating revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $2.07 million on
$344,000 of total operating revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
$52.73 million in total assets, $62.49 million in total
liabilities, and a $9.76 million total stockholders' deficit.

Black Raven has not yet filed its annual report on Form 10-K for
the year ended Dec. 31, 2011.


BORDERS GROUP: DSW Plans to Occupy Elk Grove Space
--------------------------------------------------
Mark Glover at The Sacrament Bee reports that DSW Inc. has
submitted initial paperwork to occupy the former Borders Books
space at 7415 Laguna Blvd. in Elk Grove.

According to the report, the City of Elk Grove spokeswoman
Christine Brainerd said the city has made suggestions to DSW's
submitted plans.  Once resubmitted, the city will review changes
as part of the regular approval process.

The report notes, in February 2011, Borders Group Inc. applied for
Chapter 11 bankruptcy protection and began the process of
liquidating more than 200 of its stores nationwide.


BUENA YUMA: Hiring Snell & Wilmer as Bankruptcy Counsel
-------------------------------------------------------
Buena Yuma LLC filed papers in Bankruptcy Court seeking permission
to employ Snell & Wilmer LLP as Chapter 11 counsel.  The firm's
attorneys who may be designated to represent the Debtor and their
standard hourly rates are:

     (l) Christopher H. Bayley, $665 per hour
     (2) Andrew V. Hardenbrook, $270 per hour
     (3) Evans A: O'Brien, $270 per hour
     (4) Melissa Weber, $180 per hour (paralegal)

On Nov. 27, 2012, Snell & Wilmer received payment from IMH
Financial Corporation, the Debtor's manager and sole member, in
the amount of $44,881 for services rendered for the benefit of the
Debtor.  Snell & Wilmer also received a retainer from IMHFC on
behalf of the Debtor in the amount of $100,000 on Nov. 27,2012.

Snell & Wilmer applied to the retainer $1,213 for the Debtor's
Chapter l1 filing fee.  The firm continues to hold a retainer in
the amount of $98,787 to be applied toward legal fees and costs in
the case.

Snell & Wilmer attests the firm does not hold or represent any
entity having an adverse interest in connection with the
bankruptcy case, or their attorneys or accountants, the United
States Trustee for the District of Arizona, or any person employed
in the office of the United States Trustee for the District of
Arizona.

Buena Yuma LLC was formed in May 2009 and owns 171 acres of vacant
raw land in Buckeye, Arizona.  It filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 12-25518) in Phoenix on Nov. 28, 2012.
The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $1 million in assets and at
least $50 million in liabilities.  Judge Sarah Sharer Curley
oversees the case.


BUENA YUMA: Payment Default, Foreclosure Threat Prompt Bankruptcy
-----------------------------------------------------------------
Buena Yuma LLC sought Chapter 11 bankruptcy protection after a
lender elected to accelerate the payment of $233,700 in delinquent
special assessment dues and other fees.

According to papers filed by the Debtor in Bankruptcy Court, the
Watson Road Community Facilities District has a lien in the
Debtor's real property in connection with the issuance of a
Special Assessment Bonds, Series 2005.  Payments to the Watson
Road CFD comprise annual cost of $325,000 for the Debtor and make
a significant negative impact on the Debtor's ability to develop
the Real Property and market the Real Property for sale.

The Debtor failed to make payment to Watson Road CFD due June 1,
2012.  On July 27, 2012, the Watson Road CFD issued Notice of
Potential Sale of Real Estate for Delinquent Special Assessment,
in which the Watson Road CFD made demand upon the Debtor for
payment on or before Sept. 6, 2012 of S233,700, comprised of
alleged delinquent special assessment dues, attorneys' fees and
costs, and administrative fees.  The Debtor was unable to make the
alleged payment.  On Oct. 24,2012, the Watson Road CFD elected to
accelerate the entire outstanding balance owed.

The Debtor said it initiated the bankruptcy proceeding to allow it
to pay creditors in a commercially reasonable manner.

Buena Yuma was formed in May 2009 and owns 171 acres of vacant raw
land in Buckeye, Arizona.

In November 2006, IMH Secured Loan Fund LLC loaned Buena Vista 170
LLC, an entity owned or controlled by Gregory Hancock, the sum of
$8,700,000, secured by, among other things, the Real Property
pursuant to among other things, a deed of trust.  In May 2006, IMH
Secured Loan Fund also loaned Apache & Yuma, LLC, another entity
owned or controlled by Mr. Hancock, the sum of $5,340,000.  Apache
& Yuma used the funds to purchase from Vista 73 acres of the Real
Property with the intent of separating the 171 acres into multiple
phases of development for single family residences on the Real
Property.

In connection with the Apache & Yuma Loan, IMH Secured Loan Fund
partially released the Vista Deed of Trust related to this 73-acre
section and recorded a new deed of trust covering the 73-acre
section transferred to Apache & Yuma.

After several extensions, the Vista Loan and Apache &, Yuma Loan
matured, and Vista and Apache & Yuma were unable to satisfy their
obligations of the loans.  IMH Secured Loan Fund initiated
proceedings to conduct a trustee's sale of the Real Property in
July 2010.

Thereafter, IMH Secured Loan Fund transferred and assigned to
Buena Yuma IMH Secured Loan Fund's interests in and to, among
other things, the Vista Loan, Vista Deed of Trust, Apache & Yuma
Loan, and Apache & Yuma Deed of Trust.  On Oct. 25, 2010, a
trustee's sale of the Real Property was completed, and the Debtor
became the owner of the Real Property by credit bid.


CARDINAL ENERGY: Incurs $66,600 Net Loss in Third Quarter
---------------------------------------------------------
Cardinal Energy Group, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $66,588 on $54 of oil and gas
revenues for the three months ended Sept. 30, 2012, compared with
a net loss of $5,870 on $1,200 of oil and gas revenue for the same
period last year.

For the three months ending Sept. 30, 2012, general and
administrative expenses increased to $45,535 compared to $4,384
for the three months ending Sept. 30, 2011.  The increase was due
to legal and accounting expenses incurred to prepare for the
Company's merger with a public company.  The Company recorded
$20,000 of bad debt expense during the three months ended
Sept. 30, 2012, related to a Note Receivable.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $106,898 on $1,575 of oil and gas revenues, compared with
a net loss of $18,163 on $4,800 of oil and gas revenues for the
same period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$1.25 million in total assets, $57,056 in total liabilities, and
stockholders' equity of $1.19 million.

"The Company's minimal cash flows from operations, projected cost
of capital improvements of the oil and gas wells, and its
projected operating losses to be incurred raise substantial doubt
about its ability to continue as a going concern."

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

Upper Arlington, Ohio-based Cardinal Energy Group, Inc., is
engaged in the business of exploring, purchasing, developing and
operating oil and gas leases.  The Company currently owns
interests in oil and gas leases located in the states of
California and Ohio.

Effective Sept. 23, 2012, Cardinal Energy Group, LLC, entered into
a Share Exchange Agreement with Koko Ltd., a Nevada company,
whereby the Cardinal Energy Group, LLC, agreed to issue 100
percent of its issued and outstanding shares of common stock in
exchange for Koko issuing the shareholders of the Company
31,050,000 shares of Koko.  The transaction was accounted for as a
reverse-merger recapitalization with Koko the acquirer for legal
purposes and the Company the acquirer for accounting purposes.
Pursuant to this agreement the Company changed its corporate name
from Cardinal Energy Group, LLC, to Cardinal Energy Group, Inc.
The shareholders of Koko retained 3,450,000 common shares in the
transaction.  The number of authorized shares in the surviving
entity remained at 100,000,000.


CAREY LIMOUSINE: Becomes Test Case for Delaware Venue
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Carey Limousine L.A. Inc. will be the guinea pig in a
test this week revealing whether a Delaware bankruptcy judge can
be persuaded to transfer a case elsewhere, like a New York judge
last week transferred the Patriot Coal Corp. reorganization to
St. Louis.

A creditors' committee, the report relates, filed papers telling
U.S. Bankruptcy Judge Brendan Shannon he should move the case to
California.  The so-called venue transfer motion is currently
scheduled for hearing on Dec. 5.

According to the report, the committee says the business and the
only assets are in California, along with all of the creditors
with the 20 largest claims.  The only connection with Delaware is
the company's incorporation there, the panel says.  The committee
pointed to the case of Qualteq Inc. where a different Delaware
judge sent the company to Chicago this year "for the convenience
of the parties."

Carey Limousine, the report discloses, is opposing venue transfer,
saying Delaware is the best location because the secured lenders'
professionals are all on the East Coast.  Likewise, the company's
parent, Carey International Inc., is in Washington, just a short
train ride from Delaware.

In addition, the company says that executives who make key
decision are on the East Coast, not in California.  Carey
Limousine says the venue choice should not be made solely based on
convenience of drivers when others have major financial interests
in the bankruptcy.

                       About Carey Limousine

Carey Limousine L.A., Inc., a subsidiary of Carey International,
is one of the largest chauffeured transportation services
companies in Southern California.

Carey Limousine filed a Chapter 11 petition (Bankr. D. Del. Case
No. 12-12664) on Sept. 25, 2012.

The Debtor operates from a centralized location with convenient
proximity to Los Angeles International Airport, Beverly Hills,
Downtown Los Angeles, and other centers of business and tourism
in Southern California.  The Debtor has 17 employees and utilized
30 independent owner-operators.  Seventeen farm-out companies,
providing chauffeurs, fulfill overflow customer requests.

The Debtor estimated just under $500,000 in assets and at least
$100 million in liabilities.  The Debtor said it owes $146.6
million in term loans provided by lenders led by Highland
Financial Corp., as arranger and NexBank, SSB, as administrative
agent.

The Debtor has tapped Young, Conaway, Stargatt & Taylor, as
counsel; Willkie Farr & Gallagher LLP, as bankruptcy co-counsel;
and Kurtzman Carson Consultants LLC as the claims and notice
agent.


CIRTRAN CORP: Incurs $547,000 Net Loss in Third Quarter
-------------------------------------------------------
CirTran Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $546,879 on $653,127 of net sales for the
three months ended Sept. 30, 2012, compared with a net loss of
$925,920 on $832,772 of net sales for the same period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $2.5 million on $1.6 million of net sales, compared with a
net loss of $4.8 million on $2.9 million of net sales for the same
period of 2011.

CirTran recorded a gain on derivative valuation of $34,348 for the
three months ended Sept. 30, 2012, as compared to a gain of
$1.0 million recorded for the three months ended Sept. 30, 2011.
The Company recorded a loss on derivative valuation of $132,182
for the nine months ended Sept. 30, 2012, as compared to a loss of
$818,496 recorded for the nine months ended Sept. 30, 2011.  "The
swing in the derivative valuation is primarily the result of the
change in estimating the fair value of convertible debentures and
associated warrants from using the Black-Scholes model to a Multi-
nomial Lattis model, together with the varying market values of
the Company's common stock."

The Company's balance sheet at Sept. 30, 2012, showed $1.2 million
in total assets, $28.6 million in total liabilities, and a
stockholders' deficit of $27.4 million.

"As of Sept. 30, 2012, the Company had an accumulated deficit of
$50,314,609.  In addition, the Company provided cash from
operations in the amount of $184,112 and used cash in operations
in the amount of $780,312 during the nine months ended Sept. 30,
2012 and 2011, respectively.  The Company also had a negative
working capital balance of $27,851,214 as of Sept. 30, 2012, and
$25,540,389 as of Dec. 31, 2011.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern."

"The Company's ability to continue energy drink distribution, its
principal source of revenue, is subject to interruption or
termination because of the ongoing Chapter 11 reorganization
proceedings of Play Beverages, LLC ("PlayBev"), a consolidated
variable interest entity and a debtor-in-possession in such
proceedings.  PlayBev entered into a 2006 license agreement with
Playboy Enterprises International, Inc., to market a Playboy-
branded nonalcoholic energy drink.  Among other things, Playboy
has stated its position that PlayBev's 2006 license agreement has
expired."

PlayBev disputes Playboy's position and has filed litigation to
protect its rights and business interests and disputes respecting
the status of the PlayBev license to market Playboy-licensed
energy drinks.

"Playboy sought in PlayBev's Chapter 11 reorganization proceedings
to terminate PlayBev's license to market Playboy-licensed energy
drinks, but in March 2012 extended the licensing agreement through
July 31, 2012, to allow PlayBev and Playboy to negotiate a
potential new licensing agreement.  The Company cannot assure that
Playboy's current willingness to discuss a possible settlement
rather than aggressively pursue a judicial determination will
continue.  If the Playboy licensing dispute is not resolved
satisfactorily through a negotiated settlement or litigation in
such proceeding, PlayBev would be required to terminate its
beverage distribution activities, which are currently the source
of the Company's principal revenues.  Such termination may require
the Company to cease its activities and seek protection from
creditors."

A copy of the Form 10-Q is available at http://is.gd/nNpzu1

West Valley City, Utah-based CirTran Corporation manufactures,
markets, and distributes internationally an energy drink under a
license, now in dispute, with Playboy Enterprises, Inc., or
Playboy, and in the U.S., the Company provides a mix of high- and
medium-volume turnkey manufacturing services and products using
various high-tech applications for leading electronics OEMs
(original equipment manufacturers) in the communications,
networking, peripherals, gaming, law enforcement, consumer
products, telecommunications, automotive, medical, and
semiconductor industries.  Its services include pre-manufacturing,
manufacturing, and post-manufacturing services.

                           *     *     *

As reported in the TCR on April 18, 2012, Hansen, Barnett &
Maxwell, P.C., in Salt Lake City, issued a going concern opinion
on CirTran's audited financial statements for the years ended
Dec. 31, 2011, and 2010.  The independent auditors noted that the
Company has an accumulated deficit, has suffered losses from
operations, has negative working capital and one of the
consolidated subsidiaries has filed for Chapter 11 bankruptcy
which raises substantial doubt about its ability to continue as a
going concern.




CLAIRE'S STORES: Incurs $13.7 Million Net Loss in Fiscal Q3
-----------------------------------------------------------
Claire's Stores, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $13.73 million on $363.38 million of net sales for the three
months ended Oct. 27, 2012, compared with net income of
$1.89 million on $356 million of net sales for the three months
ended Oct. 29, 2011.

For the nine months ended Oct. 27, 2012, the Company reported a
net loss of $40.92 million on $1.06 billion of net sales, compared
with a net loss of $27.84 million on $1.06 billion of net sales
for the nine months ended Oct. 29, 2011.

The Company's balance sheet at Oct. 27, 2012, showed $2.71 billion
in total assets, $2.77 billion in total liabilities, and a
$64.93 million stockholders' deficit.

At Oct. 27, 2012, cash and cash equivalents were $62.7 million,
and there were no borrowings against the Company's recently
amended $115 million Revolving Credit Facility.

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

                        http://is.gd/LgT8pi

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

                           *     *     *

As reported by the TCR on Oct. 1, 2012, Moody's Investors Service
upgraded Claire's Stores, Inc.'s Corporate Family and Probability
of Default ratings to Caa1 from Caa2.  The upgrade of Claire's
Corporate Family Rating to Caa1 reflects its ability to address
its substantial term loan maturity in 2014 by refinancing it with
a $625 million add-on to its existing senior secured first lien
notes due 2019.

Claire's Stores, Inc., carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


CELL THERAPEUTICS: Had $4.6 Million Net Loss in October
-------------------------------------------------------
Cell Therapeutics, Inc., provided information pursuant to a
request from the Italian securities regulatory authority, CONSOB,
pursuant to Article 114, Section 5 of the Unified Financial Act,
that the Company issue at the end of each month a press release
providing a monthly update of certain information relating to the
Company's management and financial situation.

The Company reported a net loss attributable to common
shareholders of US$4.64 million on $0 of net revenue for the month
ended Oct. 31, 2012, compared with a net loss attributable to
common shareholders of US$10.88 million on US$0 of net revenue
during the prior month.

Estimated research and development expenses were $2.4 million for
the month of September 2012 and $2.4 million for the month of
October 2012.

There were no convertible notes outstanding as of Sept. 30, 2012,
and Oct. 31, 2012.

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

                        http://is.gd/9OzMqP

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$36.17 million in total assets, $32.60 million in total
liabilities, $13.46 million in common stock purchase warrants, and
a $9.89 million total shareholders' deficit.

                    Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CENTRAL ENERGY: Misses $1.9MM Payment; Obtains Waiver from RBI
--------------------------------------------------------------
Regional Enterprises, Inc., a wholly-owned subsidiary of Central
Energy Partners LP and RB International Finance (USA) LLC entered
into a "Limited Waiver and Ninth Amendment" to the Loan Agreement
dated as of July 26, 2007, between Regional (as successor by
assumption of obligations to the Registrant) and RBI.

The Ninth Amendment waived the defaults outstanding as set forth
in the "Notice of Default, Demand for Payment and Reservation of
Rights" delivered by RBI to Regional on Oct. 4, 2012.  The Ninth
Amendment also amended certain other terms of the Loan Agreement.

Under the terms of the Ninth Amendment, the maturity date of the
RBI note was changed from May 31, 2014, to March 31, 2013, the
required monthly amortization payments were reduced to only
require monthly amortization payments of $50,000 per month
beginning Jan. 31, 2013, and the applicable base margin rate as
defined under the Loan Agreement increased from 4.0% to 8.0%.  In
addition, under the Ninth Amendment, Regional is (a) required to
deliver to RBI by Jan. 13, 2013, a copy of an executed letter of
intent evidencing the intent of an investor to provide sufficient
financing to Regional to repay the balance of the outstanding
obligations under the RBI Note by March 31, 2013, and (b) required
to deliver to RBI by Feb. 12, 2013, evidence that the preparation
of definitive legal documentation evidencing the transaction
contemplated by the Letter of Intent has commenced.

Under the terms of the Loan Agreement, upon an Event of Default,
RBI, at its sole discretion, may declare all amounts owing in
connection with the Loan Agreement immediately due and payable and
take all actions prescribed under the Loan Agreement and the
related security documents, as amended, including a foreclosure on
the assets and common stock of Regional which are held as
collateral for the Loan.  As a result of an Event of Default,
interest accrues at the Default Rate, and is payable on demand.
Currently the amount of principal owing under the Loan Agreement
is $1,970,000 with interest accruing from Nov. 1, 2012.

Regional anticipates its cash from operations will exceed the
ongoing monthly payment obligations as prescribed under the Ninth
Amendment.  Regional also anticipates that it will be successful
in obtaining financing in amounts to repay the RBI Note in
accordance with the terms of the Ninth Amendment.

A copy of the Ninth Amendment is available for free at:

                       http://is.gd/rdRAyA

                       About Central Energy

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

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

The Partnership's balance sheet at June 30, 2012, showed
$8.7 million in total assets, $8.5 million in total liabilities,
and partners' capital of $199,000.

                        Bankruptcy Warning

The Company said in its quarterly report for the period ended
June 30, 2012, that, "Substantially all of Central's assets are
pledged or committed to be pledged as collateral on the RZB Note,
and therefore, Central is unable to obtain additional financing
collateralized by those assets.  Until such time as the Storage
Tank is placed back into service and the only remaining available
storage tank at June 30, 2012, is leased, Regional does not expect
to have sufficient working capital from operations to cover
ongoing monthly debt service obligations on the RZB Note, and
therefore, the amount which can be provided to Central, if any, to
fund general overhead is limited.  Should Central need additional
capital in excess of cash generated from operations to make the
RZB Note payments, for payment of the contingent liabilities, for
expansion, repair of the Storage Tank, capital improvements to
existing assets, for working capital or otherwise, its ability to
raise capital would be hindered by the existing pledge.  In
addition, the Partnership has obligations under existing
registrations rights agreements.  These rights may be a deterrent
to any future equity financings.  If additional amounts cannot be
raised and cash flow is inadequate, Central and/or Regional would
be required to seek other alternatives which could include the
sale of assets, closure of operations and/or protection under the
U.S. bankruptcy laws."

On July 26, 2007, the Partnership borrowed $5,000,000 (RZB Loan)
from RB International Finance (USA) LLC, formerly known as RZB
Finance LLC (RZB), the proceeds of which were used in connection
with the acquisition of Regional.


CHINA EXECUTIVE: Stockholders Plan Short-Form Merger With BETC
--------------------------------------------------------------
Rollover stockholders, namely Kaien Liang, Pokai Hsu, Tingyuan
Chen, Yen Chen Chi, Huang-Jen Chou, ChiaYeh Lin, China Berkshire
Surpass Buffett Co., Ltd., and Zhicheng Zheng, filed with the U.S.
Securities and Exchange Commission a Schedule 13E-3, as amended,
announcing their intention to cause Beyond Extreme Training Corp.
to merge with China Executive Education Corp. in a "short-form"
merger, with CEEC continuing as the surviving corporation.  BETC
is a newly formed Nevada Corporation created by the Rollover
Stockholders for the purpose of effecting the Merger.

On Oct. 16, 2012, the boards of directors of BETC and CEEC
approved the Merger and adopted a plan for the Merger.

Following the Merger, the Rollover Stockholders will own 100% of
the common stock of CEEC.

Upon the effective date of the Merger, each share of CEEC common
stock will be cancelled and automatically converted into the right
to receive $0.324 in cash, without interest.

As of Nov. 30, 2012, a total of 22,834,100 shares of CEEC common
stock were outstanding.  As of Nov. 30, 2012, the Rollover
Stockholders were, in the aggregate, the beneficial owners of
20,565,000 shares of CEEC common stock or approximately 90.06% of
the outstanding shares of CEEC common stock.  There is no
outstanding option or warrant to acquire shares of common stock or
other capital stock of CEEC.

A copy of the Schedule 13E-3, as amended, is available at:

                         http://is.gd/vtADVK

                        About China Executive

Hangzhou, China-based China Executive Education Corp. is an
executive education company with operations in Hangzhou and
Shanghai, China.  It operates comprehensive business training
programs that are designed to fit the needs of Chinese
entrepreneurs and to improve their leadership, management and
marketing skills, as well as bottom-line results.

Albert Wong & Co, in Hong Kong, China, issued a "going concern"
qualification on the financial statements for the year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has accumulated deficits as at Dec. 31, 2011, of $17,466,892
including net losses of $5,478,202 for the year ended Dec. 31,
2011, which raised substantial doubt about the Company's ability
to continue as a going concern.

The Company reported a net loss of US$5.47 million in 2011,
compared with a net loss of US$8.54 million in 2010.

China Executive's balance sheet at Sept. 30, 2012, showed US$9.01
million in total assets, US$28.20 million in total liabilities and
a US$19.18 million total stockholders' deficiency.


CHISEN ELECTRIC: Incurs $30.5-Million Net Loss in Sept. 30 Quarter
------------------------------------------------------------------
Chisen Electric Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $30.5 million on $22.7 million of
revenues for the three months ended Sept. 30, 2012, compared with
net income of $891,000 on $36.4 million of revenues for the three
months ended Sept. 30, 2011.

General and administrative expenses were $5.0 million and
$2.1 million for the three months ended Sept. 30, 2012, and 2011,
respectively.  Sales, marketing and distribution expenses for the
three months ended Sept. 30, 2012, and 2011 were $11.1 million and
$2.1 million, respectively.

"In September 2012, two of our factory customers which are also
major electric bicycle manufacturers claimed that they had
suffered losses from the poor product quality of our batteries and
denied to settle their outstanding debt with us.  Up to the date
of this report, we are still negotiating with them for the
settlement.  However, management expects that negotiations will
not be finalized within a short period of time and that it is
highly likely that these factory customers would not make any
settlement to the Company during the negotiation period.
Management, based on the current situation, believes that the
opportunity to recover the debts from these customers is remote
and therefore has decided to make an allowance for doubtful debts
of $13,478,000 for the period."

For the six months ended Sept. 30, 2012, the Company had a net
loss of $41.0 million on $43.2 million of revenues, compared with
net income of $9.3 million on $71.8 million of revenues for the
six months ended Sept. 30, 2012.

The Company's balance sheet at Sept. 30, 2012, showed
$229.8 million in total assets, $243.9 million in total
liabilities, and stockholders' deficit of $14.1 million.

"The Company had negative working capital of $85.0 million as of
Sept. 30, 2012.

A copy of the Form 10-Q is available at http://is.gd/ldRUK7

                       About Chisen Electric

Headquartered in Changxing, Zhejiang Province, The People's
Republic of China, Chisen Electric Corporation produces and sells
sealed lead-acid motive batteries, also known as valve regulated
lead-acid motive batteries (VRLA batteries) in China's personal
transportation device market.

                           *     *     *

As reported in the TCR on July 5, 2012, Mazars CPA Limited, in
Hong Kong, expressed substantial doubt about Chisen Electric's
ability to continue as a going concern, following the Company's
results for the year ended March 31, 2012.  The independent
auditors noted that the Company had a negative working capital as
of March 31, 2012, and incurred loss for the year then ended.


CHRYSLER LLC: To Pay Second Half of Workers' Bonuses in December
----------------------------------------------------------------
Christina Rogers, writing for Dow Jones' Daily Bankruptcy Review,
reports that Chrysler Group LLC's will pay its U.S. hourly workers
the second half of a union-negotiated signing bonus in December,
rather than waiting until early next year, in recognition of their
part in the auto maker's revival.

                          About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand
vehicles and products.  Headquartered in Auburn Hills, Michigan,
Chrysler Group LLC's product lineup features some of the world's
most recognizable vehicles, including the Chrysler 300, Jeep
Wrangler and Ram Truck.  Fiat will contribute world-class
technology, platforms and powertrains for small- and medium-sized
cars, allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.

As of Dec. 31, 2008, Chrysler had $39,336,000,000 in assets and
$55,233,000,000 in debts.  Chrysler had $1.9 billion in cash at
that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly
known as Chrysler LLC on June 10, 2009, formally sold
substantially all of its assets, without certain debts and
liabilities, to a new company that will operate as Chrysler Group
LLC.  Fiat acquired a 20% equity interest in Chrysler Group as
part of the deal.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans were
repaid with the proceeds of the bankruptcy estate's liquidation.

In April 2010, the Bankruptcy Court confirmed Chrysler's
Liquidating Plan.  That Plan was declared effective April 30,
2010.

The Debtor changed its corporate name to Old CarCo following the
sale.


CONVERGEX GROUP: S&P Cuts Counterparty Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on ConvergEx Group LLC to 'B' from
'B+'. The outlook is stable. "We also lowered our rating on
ConvergeEx's first-lien senior secured credit facilities to 'B'
from 'B+' and our rating on its second-lien secured credit
facility to 'CCC+' from 'B-'. The recovery ratings on the first-
lien and second-lien debt remain '4' and '6'," S&P said.

"Our rating action on ConvergEx is based on the company's weakened
financial profile due to high debt leverage and subpar operating
performance, including its weak interest coverage, declining
overall earnings, less-than-adequate cushion against its
covenants, the increasing level of costs and affected business
lines in relation to the ongoing SEC and Department of Justice
investigations, weak risk management, and negative tangible
equity," said Standard & Poor's credit analyst Sebnem Caglayan.
"The company's low-risk, institutional trade execution business
model and well-positioned investment technology business partly
offset these weaknesses."

"ConvergEx was formed in October 2006 in a highly leveraged
transaction. As a result, the company has since carried a heavy
debt load, with negative tangible equity and weak interest
coverage. ConvergEx completed a debt restructuring at the end of
2010, in which it refinanced $750 million of debt into a $610
million first-lien term loan due in 2016 and a $140 million
second-lien term loan due in 2017. This transaction significantly
improved the duration of the company's debt maturity profile. As
of Sept. 30, 2012, the first-lien debt outstanding was $581.5
million, and second-lien debt was $140 million. ConvergEx has
trailing-12-months (as of Sept. 30) adjusted EBITDA of $152
million, and we continue to view its debt-to-EBITDA ratio of 4.8x
as high and its EBITDA-to-cash interest coverage ratio of 3.2x as
weak," S&P said.

"The SEC and U.S. DoJ have been conducting parallel investigations
since August 2011 regarding certain nonelectronic trade execution
practices conducted through ConvergEx's Bermuda subsidiary that
conducted high-touch execution business, ConvergEx Global Markets
(CGM). Since the launch of the investigation, ConvergEx has closed
its trading desks in Bermuda and Hong Kong, including the
termination of its employees that violated ConvergEx's Code of
Conduct and has enhanced its policies, procedures, and
disclosures. But at the same time, ConvergEx has incurred
substantial costs in legal fees (which may continue to escalate)
since the launch of the investigation in August 2011, which hurt
the company's financial performance in the first nine months of
2012. We continue to view ConvergEx's risk management as weak, and
we will revisit our assessment once the investigation results are
complete," S&P said.

"The stable outlook reflects our expectation that ConvergEx will
gradually reduce its debt and will not materially change its
credit profile over the next 12-18 months," said Ms. Caglayan.

"If ConvergEx reduces debt more than we expect, maintains an
interest coverage ratio of more than 4.0x, and reduces its debt-
to-EBITDA leverage ratio to less than 4.5x on a sustainable basis,
we could raise the ratings. Conversely, if the company's liquidity
profile weakens substantially, or if interest coverage or leverage
deteriorates to within 0.5x of covenant levels, we could lower the
ratings," S&P said.


CORNETT HOSPITALITY: Restaurants Not Part of Estate, Spirit Says
----------------------------------------------------------------
Michael Schwartz at Richmond BizSense reports that Spirit Master
Funding III, a fund belonging to Spirit Realty, has asked a
federal bankruptcy judge to prevent the restaurants from being
considered an asset of Cornett Hospitality's Chapter 11 bankruptcy
estate because the company previously defaulted on lease and loan
agreements.

The report, citing court documents, says Cornett violated its
lease with Spirit on five restaurant properties in early 2010 when
it missed rent and loan payments.  The two sides eventually worked
out an agreement that allowed Cornett time to resume making
payments.  But last August, Cornett fell back into default,
according to Spirit's claim, the report adds.

The report relates that, after Cornett defaulted, Spirit
terminated the leases on the five properties.  Cornett made its
Chapter 11 filing a few weeks later.

The report says Spirit is arguing that because it terminated its
leases with Cornett on five restaurant properties prior to the
bankruptcy filing, it should be granted the ability to evict
Cornett from the spaces, should it so choose, without having to
wait for the company's reorganization.

The report notes the properties in question include Hooters
restaurants at 7912 W. Broad St. and 1211 Huguenot Road in
Midlothian, a Topeka's Steakhouse restaurant at 1776 Parham Road,
and two Hooters locations in Roanoke and Pennsylvania.


DARLENE PETERS: Case Summary & 8 Unsecured Creditors
----------------------------------------------------
Debtor: Darlene Peters, Inc.
        17659 Ailanthus Drive
        Chesterfield, MO 63005

Bankruptcy Case No.: 12-51358

Chapter 11 Petition Date: November 28, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtor's Counsel: Michael A. Becker, Esq.
                  WALTRIP & SCHMIDT, LLC
                  8151 Clayton Road, Suite 200
                  Clayton, MO 63117
                  Tel: (314) 721-9200
                  Fax: (314) 880-7755
                  E-mail: mab@mabeckerlaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its eight unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/moeb12-51358.pdf

The petition was signed by Darlene Peters, president.


DECISION DIAGNOSTICS: Incurs $445,100 Net Loss in Third Quarter
---------------------------------------------------------------
Decision Diagnostics Corp., formerly instaCare Corp, filed its
quarterly report on Form 10-Q, reporting a net loss of $445,138 on
$1.2 million of revenue for the three months ended Sept. 30, 2012,
compared with a net loss of $441,852 on $3.6 million of revenue
for the same period last year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $1.3 million on $6.0 million of revenue, compared with
a net loss of $721,131 on $10.6 million of revenue for the same
period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed $4.5 million
in total assets, $3.4 million in total current liabilities,
contingencies of $171,069, and stockholders' equity of $945,173.

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

Westlake Village, California-based Decision Diagnostics Corp. is a
nationwide prescription and non-prescription diagnostics and home
testing products distributor.

                           *     *     *

Weaver Martin & Samyn LLC, in Kansas City, Missouri, expressed
substantial doubt about Decision Diagnostics' 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.




DETROIT, MI: Fitch Affirms Junk Rating on Two LTGO Bond Classes
---------------------------------------------------------------
Fitch Ratings has affirmed the following Detroit, Michigan bond
ratings:

  -- Approximately $411 million unlimited tax general obligation
     (ULTGO) bonds at 'CCC';

  -- Approximately $202.8 million limited tax general obligation
     (LTGO) bonds at 'CC';

  -- Approximately $1.5 billion pension obligation certificates of
     participation (COPs) series 2005-A, 2006-A, and 2006-B issued
     through the Detroit Retirement Systems Funding Trust,
     Michigan at 'CC'.

Security

ULTGO bonds are supported by the city's unlimited property tax
pledge.  LTGO bonds are a first budget obligation.  Pension COPs
are unconditional contractual obligations of the city, not subject
to appropriation.  If the city fails to make a COP debt service
payment, the contract administrator may file a lawsuit against the
city to enforce the obligation, and a court can compel the city to
raise the payment through the levy of taxes without limit as to
rate or amount pursuant to Michigan law.

KEY RATING DRIVERS

PERSISTENT LIQUIDITY CHALLENGES: Cash flow forecasts project the
city will be in a negative cash position by the third week of
December, absent corrective action.  A cash infusion that
was expected no longer seems likely, raising the likelihood that
the city will face a brief cash crisis before property tax
receipts restore liquidity in January.

FINANCIAL AND POLITICAL INSTABILITY: Progress toward achieving
financial reform goals is contingent upon cooperation among the
various branches of city government and between the city
and state.  The instability of the city's financial position is
reflected in the fragility of these relationships and the
difficulty in achieving the identified milestones.

SEVERE ECONOMIC WEAKNESS: The economic base continues to be
stressed and signs of recovery are slow to emerge.  Unemployment
remains exceptionally high relative to the state and nation and
resident wealth levels are low.

CONSENT DECREE SURVIVES OVERTURNING OF EMERGENCY MANAGER LAW:
While the consent decree under which the city operates is not
based upon PA4, the overturned statute did form the basis for a
number of provisions in the financial stability agreement (FSA)
including the suspension of collective bargaining requirements.

SIGNIFICANT OPERATING DEFICITS CONTINUE: Officials estimate a $100
- $110 million operating deficit for FY12, although the general
fund balance is expected to decline only $30 - $40 million due to
the deficit financing undertaken by the state on behalf of the
city. Projections show the deficit will grow by another $60
million in FY13.

SIGNIFICANT LABOR SAVINGS UNDERPIN BUDGET GOALS: Concessions
assumed in the FY13 budget were not implemented.  Instead, the
amended budget relies upon changes to the city's labor agreements,
called city employment term (CET) agreements, which are projected
to yield a similar amount ($60 million) of savings in FY13, and an
annualized $102 million in FY14.

WHAT COULD TRIGGER A RATING ACTION

SEVERE LIQUIDITY CRISIS: Absent a default the ratings could be
adjusted if a potential liquidity crisis results in an inability
of the city to make payments on basic governmental obligations
such as payroll.

FURTHER OBSTACLES TO FSA: Fitch believes a number of possible
political hurdles could further hinder what appeared to be the
shared goals of the mayor, city council, and governor to avoid a
deepening of the fiscal crisis.

ECONOMIC IMPROVEMENT LEADING TO FINANCIAL STABILITY: Fitch
believes that regional economic improvement is evident and may
benefit the city's financial operations over the long term.

CREDIT PROFILE

THIN LIQUIDITY PROJECTED

Adequate cash flow has been a recurring concern for the city.
City officials planned to receive a $10 million disbursement of
state escrowed bond proceeds on November 20th and a $20 million
disbursement on December 20th to forestall illiquidity in mid- to
late-December.  Several milestones are required for the state to
release the funds.  The city council and city attorney recently
opposed the approval of a contract for legal services, which was
one of the required milestones.

The failure of the city to meet the agreed-upon milestones raises
the risk that the escrowed funds will not be released in time to
avoid a cash crisis.  City officials plan to make offsetting cuts,
including unpaid furlough days, to conserve cash and avoid
illiquidity.  The receipt of property taxes in January should
restore minimum levels of liquidity until the next low cash-flow
point in April.  Since the near-depletion of liquidity has been a
recurring problem Fitch believes this may continue.

FSA MUST BE SUCCESSFUL TO BE CONSIDERED A CREDIT-POSITIVE

Fitch believes that the FSA has the potential to improve long-
term financial stability for the city.  The FSA establishes a
nine-member financial advisory board (FAB) and sound budgeting
guidelines including use of three-year budget, more realistic
revenue estimates, mid-year budget adjustments as needed, and
approval by the FAB.  However, some sections of the FSA, including
the relaxation of collective bargaining laws and the ability to
impose an emergency manager if the city does not comply with the
agreement, are premised on the existence of PA4, which was
recently overturned by the voters.

DIRECTION OF STAKEHOLDER RELATIONSHIPS CAN SHARPLY ALTER OUTCOMES

Fitch believes that cooperation among the various stakeholders
toward common goals is a necessary prerequisite for any sort of
improvement to credit quality.  An element of contentiousness
remains, despite the impressive level of cooperation that was
required to realize substantial recent achievements.  These
include the implementation the FSA, execution of the recent
deficit financings, and achievement of the CET agreements.

The recent inability of the various branches of government to work
together to reach the agreed upon milestones in a timely fashion
highlights how quickly this environment can change, and how
severely such changes can threaten the city's tenuous operating
environment.  Given this volatility Fitch is concerned that
additional actions by these or other stakeholders, including
unions or taxpayers, could deepen the city's fiscal crisis.

FINANCIAL POSITION CONTINUES TO WEAKEN

The city projects fiscal 2012 ended with an operating deficit of
$100-110 million (9 - 10% of spending), as compared to a $30
million surplus projected at the beginning of the year.  The fund
balance is expected to decline by a lower $30 - 40 million due to
the BAN proceeds but represents a dramatic shortfall in
expectations.  The projected deficit is also about twice the size
of the fiscal 2011 operating deficit, indicating a significant
weakening of what had seemed like a slight improvement in
operating results.  The forecasted deficit continues a trend of
significant budget variances and increases the accumulated deficit
from already high levels.  It also leaves the general fund
unrestricted deficit at about 20% of spending.

FISCAL 2013 EXPECTED TO ADD TO ACCUMULATED DEFICIT

Projections show the general fund accumulated deficit will grow by
at least $60 million in FY13, reaching a very high, approximately
negative $250 million.  The gap is expected despite progress is
controlling labor costs, which account for a majority of operating
spending.

Total salaries for the first third of the fiscal year were down
14%, or $22 million from fiscal 2012 actual levels, representing
an annualized savings of over $60 million.  While the associated
headcount reduction is central to the FY13 budget, Fitch is also
concerned that the cuts will leave insufficient personnel to
provide basic services, particularly in public safety where cuts
equal 5% and 7% of uniformed police and fire employees,
respectively, despite continued concerns about crime and safety.

The FY13 original budget included significant labor concessions
which were not ultimately enacted. Rather, the amended budget
relies upon the CET agreements, which include a 10% wage cut, work
rule changes and an amended health plan, among other provisions.
Many of the CET changes have been implemented; some are expected
to be implemented with the next 2.5 months, while others are on
hold indefinitely.  The CET changes are projected to yield $60
million in savings for the remainder of FY13, and an annualized
$102 million for FY14.

Fitch remains concerned that potential legal challenges to the CET
agreements could threaten achievement of the identified savings
and further widen the gap between recurring revenues and
expenditures.

SEVERE ECONOMIC STRESS

The Detroit area economy remains pressured after severe weakening
during the recent recession.  Despite the loss of thousands of
automotive jobs, the economy remains heavily dependent on the auto
industry.  The city's resource base remains under considerable
stress, as evidenced by the very high unemployment rate, poor
wealth indices and declining tax base.

The seasonally unadjusted August 2012 unemployment rate of 19.6%
showed little improvement over the 20.8% recorded a year prior,
despite contraction of the labor force.  It remains more than
double the state and national rates of 9.2% and 8.2%,
respectively.

Similarly, resident wealth indices are depressed at 59.9% of the
state, limiting the revenue raising capacity of the income tax.
The individual poverty rate is extremely high at 34.5% and market
value per capita is below median at $31,000.  Full market value
has dropped 24% over the past four years, and Fitch expects
further declines before stabilization occurs.

A developer's recent investment in rehabilitation of office and
residential space has spurred higher occupancy in the downtown
area and some high profile employers, including Quicken Loans and
Blue Cross/Blue Shield, have moved employees into the city.  These
developments, while positive, have not compensated for the out-
migration underscored by the 25% population loss between the 2000
and 2010 censuses.  Prospects for long-term economic improvement
remain closely tied to the auto industry and are highly dependent
upon continued macroeconomic growth.


DIGITAL GENERATION: S&P Keeps 'B+' CCR on Watch Pending Mgt. Pact
-----------------------------------------------------------------
Standard & Poor's Ratings Services said the ratings on Digital
Generation Inc. would remain on CreditWatch with negative
implications. The corporate credit rating remains 'B+'.

"The original CreditWatch listing was based on Digital
Generation's announcement that it was exploring strategic
alternatives to increase shareholder value. Possible alternatives
include partnerships, business model alternatives, a sale or other
transaction. Subsequently on Sept. 10, 2012, Standard & Poor's
Ratings Services lowered its ratings (including the corporate
credit rating) on Digital Generation to 'B+' from 'BB-', based on
weak operating performance," S&P said.

"We believe the company's performance will improve modestly in the
rest of 2012 and 2013," said Standard & Poor's credit analyst Andy
Liu. "Digital Generation's operating performance was soft in the
third quarter, but in line with our revised expectation in
September."

"We believe the company can maintain sufficient covenant headroom
over the next 12 months, approximately, together with $69 million
in cash, cash equivalents, and short-term investments, and our
expectation of more than $50 million in discretionary cash flow
for full-year 2012 and 2013. If operating performance proves
weaker than our revised expectations, the margin of compliance
with covenants could narrow when the maximum debt leverage ratio
steps down in June 2013. In the third quarter, Digital
Generation's margin of compliance with its maximum leverage
covenant tightened to about 8% because of the EBITDA decline. For
the 12 months ended Sept. 30, 2012, debt leverage was 3.9x, down
modestly from 4.0x at the end of 2011, resulting from debt
repayment from cash flow," S&P said.

"In resolving the CreditWatch listing, we will assess the likely
credit impact of the strategic alternative chosen by Digital
Generation's board of directors and discuss with the management
team its operating and financial strategies. If the company's
margin of financial covenant compliance decreases further from the
current level without prospects of a reversal, and cash and short-
term investments decline meaningfully, we could lower the ratings
to 'B' prior to resolution of the CreditWatch," S&P said.


DVR DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: DVR Development, LLC
        383 Alder Street
        Arroyo Grande, CA 93420

Bankruptcy Case No.: 12-14350

Chapter 11 Petition Date: November 29, 2012

Court: United States Bankruptcy Court
       Central District of California (Santa Barbara)

Debtor's Counsel: Richard E. Rossi, Esq.
                  ROSSI LAW OFFICES
                  11555 Los Osos Valley Rd #105
                  San Luis Obispo, CA 93405
                  Tel: (805) 541-1044
                  E-mail: poole@rossilegal.com

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

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

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

The petition was signed by Ryan Petetit, managing member.


DREW PROPERTIES: Case Summary & 3 Unsecured Creditors
-----------------------------------------------------
Debtor: Drew Properties of Ruston LLC
        P.O. Box 4826
        Monroe, LA 71211

Bankruptcy Case No.: 12-32150

Chapter 11 Petition Date: November 28, 2012

Court: U.S. Bankruptcy Court
       Western District of Louisiana (Monroe)

Judge: Stephen V. Callaway

Debtor's Counsel: Bradley L. Drell, Esq.
                  GOLD, WEEMS, BRUSER, SUES & RUNDELL
                  P.O. Box 6118
                  Alexandria, LA 71307-6118
                  Tel: (318) 445-6471
                  E-mail: bdrell@goldweems.com

Scheduled Assets: $1,821,200

Scheduled Liabilities: $1,534,559

A copy of the Company's list of its three unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/lawb12-32150.pdf

The petition was signed by Doris F. Andrew, sole member/manager.


EASTMAN KODAK: Cheaper to Buy Claims Than Bonds
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Joe Sarachek from CRT Special Investments LLC says
that for someone betting on the recovery Eastman Kodak Co. will
give unsecured creditors in a bankruptcy reorganization plan, it's
cheaper to buy claims than bonds.

According to the report, CRT purchased the $40.5 million unsecured
claim belonging to ATLC Ltd., a court filing last week shows.  Mr.
Sarachek said he paid "single digits" for the claim.

The report relates that when asked in an interview why he didn't
purchase Kodak bonds instead, Mr. Sarachek said, "If you tried to
purchase $40 million bonds which are pari passu with unsecured
claims, you couldn't do it without driving up the price
significantly."

Mr. Sarachek is a managing director of special situations at CRT,
which buys and sells claims against bankruptcy companies.  If
Stamford, Connecticut-based CRT paid ATLC single digits, the price
indeed is below the bond market.

Kodak's $400 million in 7% convertible notes due in 2017 traded at
9:52 a.m. on Nov. 30 for 10 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.

ATLC's claim was the result of a settlement approved last month by
the U.S. Bankruptcy Court in New York.

                         About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC,
as Bankruptcy Consultants and Financial Advisors; and the Segal
Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.


ELDORADO GOLD: S&P Gives 'BB' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' long-term
corporate credit rating, and stable outlook, to Vancouver-based
gold producer Eldorado Gold Corp.

At the same time, Standard & Poor's assigned its 'BB' issue-level
rating to the company's US$500 million senior secured notes. "We
understand that the proceeds from the unsecured notes will be used
for general corporate purposes including helping fund Eldorado's
growth plans in the next few years," S&P said.

"The rating on Eldorado reflects what we view as the company's
credit strengths, which include its low pro forma debt levels,
better-than-average cost position, strong credit measures amid
high contemporary metals prices, and expanding production
profile," said Standard & Poor's credit analyst George Economou.
"These strengths are somewhat offset, we believe, by the company's
exposure to volatile commodity prices, limited operating
diversity, and the execution risks surrounding its collection of
growth projects, " Mr. Economou added.

Eldorado operates five gold mines in Turkey and China, a
polymetallic mine in Greece, and an iron ore mine in Brazil. The
company is developing multiple gold projects within its existing
operating regions, as well as in Romania.

"The stable outlook reflects our view that Eldorado's low-cost
production base should support steady funds from operations (FFO)
generation as well as help maintain adequate liquidity in a
multiyear period of heightened capital spending. Assuming gold
prices remain consistent with our base case operating scenario, in
the next several years we expect the company to generate a rolling
12-month FFO of about US$400 million with an adjusted FFO-to-debt
ratio above 70%," S&P said.

"We could lower the rating if Eldorado's mining costs and gold
prices meaningfully deteriorate to levels where negative free
operating cash flow rapidly escalates, straining the company's
adequate liquidity position. This could occur if the company's
gold margins shrink to less than US$600 per ounce and capital
spending costs meaningfully escalate, driving adjusted FFO to debt
below 50%, likely causing free cash burn above US$700 million in
2013," S&P said.

"A positive rating action is unlikely through next year, given the
execution risks surrounding the concurrent development of multiple
growth projects. However, one could occur if the company makes
faster-than-expected construction progress on its development
projects while maintaining its significant financial risk
profile," S&P said.


ELPIDA MEMORY: Bondholders Argue Against U.S. Asset Sales
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to a court filing last week by an ad hoc
bondholder group, Elpida Memory Inc. shouldn't be allowed to sell
technology assets in the U.S.

Bankruptcy Judge Christopher Sontchi in Delaware will decide after
a hearing this week whether he will approve the asset sales.

According to the report, the sales to Micron Technology Inc. and
Rambus Inc. were already approved by the bankruptcy court in
Japan.  The Micron sale is part of Elpida's proposed
reorganization.

The report relates that in November Judge Sontchi ruled in favor
of bondholders and decreed that his approval is required before
U.S. assets can be sold, even though he previously recognized
Japan as home to the principal Elpida bankruptcy.

Mr. Rochelle notes that it is difficult to understand the factual
basis on which bondholders oppose the sale, because most of the
factual allegations are blanked out in publicly filed court
documents.  The publicly visible papers contain mostly the
bondholders' conclusions.  They say the sales "do not come close"
to meeting the sale-approval standard Sontchi imposed last month.
They contend there is "no business justification" for the sales
and prices being paid are "grossly insufficient."  They complain
that Elpida allowed no opportunity for outsiders to make higher
bids.

                        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.


ENERGY SERVICES: Has Forbearance with United Bank Until May 31
--------------------------------------------------------------
Obligors under credit facilities -- Energy Services of America
Corp. and its subsidiary corporations, C.J. Hughes Construction
Company, Inc., Contractors Rental Corporation, Nitro Electric
Company, Inc., and S.T. Pipeline, Inc. -- on Nov. 28, 2012,
entered into a forbearance agreement with United Bank, Inc.,
whereby the obligors acknowledge that they are in default under
the terms of two credit facilities between United Bank and Energy
Service and United Bank has agreed to forbear from exercising
certain of its rights and remedies under the loan agreements and
related documents.

The loan agreements consist of an $18 million revolving line of
credit and an $11.3 million term loan.  At Nov. 20, 2012, the
outstanding balances on the revolving line of credit and term loan
were $18,081,100 and $8,744,152, respectively.  The Obligors
acknowledge defaulting on the loan agreements by failing to
maintain the debt to tangible net worth covenant and current ratio
covenant as set forth in each loan note.  United Bank agrees to
forbear from exercising and enforcing its default related rights
against the Obligors resulting from the default so long the
Obligors comply with the terms of the Forbearance Agreement.

During the forbearance period the outstanding balances of the
borrowings will bear interest at a fixed rate of 6.5% per annum.
During the forbearance period the Company must continue to make
monthly loan payments, but will be unable to take further advances
on the line of credit.

As part of the Forbearance Agreement the Obligors agree to take
specific actions including the retention of a Chief Restructuring
Officer and providing to the United Bank on-going reports
regarding its business operations and cash flow, among other
matters.  The Chief Restructuring Officer must prepare a
restructuring plan for the Company that provides for the sale of
S.T. Pipeline, and must prepare recommendations relating to the
on-going operations of Nitro Electric Company, Inc., C.J. Hughes
Construction Company and Contractors Rental Corporation.

The Forbearance Agreement may be terminated upon certain events,
and in any case on May 31, 2013.

On Nov. 28, 2012, the Company entered into an agreement with
Centrus Group, Inc., pursuant to which Centrus will provide Chief
Restructuring Agent services.

A copy of the Forbearance Agreement is available at:

                        http://is.gd/QkLrgg

                       About Energy Services

Energy Services of America Corporation was incorporated in March
of 2006 as Energy Services Acquisition Corporation.  Since that
time the Company has completed the acquisitions of proven,
successful companies which provide specialized construction
services to the natural gas, electric, water, and sewer
industries.

The Company's subsidiaries include C.J. Hughes Construction
Company, Inc., S.T. Pipeline, C.J. Hughes Pipeline, and Nitro
Electric Company.


EMPRESAS INTEREX: Court Approves Valdes Garcia to Conduct Audit
---------------------------------------------------------------
Empresas Interex Inc. sought and obtained permission from the U.S.
Bankruptcy Court to employ Valdes, Garcia, Marin & Martinez, LLP,
to conduct external audit of the Debtor's books and records for
the year ended on June 30, 2012.

The Debtor has agreed to pay a fee of $9,000.

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

San Juan, Puerto Rico-based Empresas Interex Inc. filed for
Chapter 11 bankruptcy (Bankr. D.P.R. Case No. 11-10475) on
Dec. 7, 2011.  Bankruptcy Judge Mildred Caban Flores presides over
the case.  The company posts $11,412,500 in assets and
US$9,335,561 in liabilities.


FRESH START: Incurs $161,000 Net Loss in Third Quarter
------------------------------------------------------
Fresh Start Private Management, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $160,974 on $63,973 of sales
for the three months ended Sept. 30, 2012, compared with net
income of $122,293 on $344,309 of sales for the same period last
year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $618,352 on $504,065 of sales, compared with a net loss of
$93,967 on $678,189 of sales for the same period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed $4.9 million
in total assets, $2.0 million in total current liabilities, and
stockholders' equity of $2.9 million.

"The Company has incurred significant recurring losses which have
resulted in an accumulated deficit of $1,331,136, working capital
deficiency of $1,018,327 at Sept. 30, 2012, and negative cash
flows from operations of $797,261 for the nine months ended
Sept. 30, 2012, which raises substantial doubt about the Company's
ability to continue as a going concern.

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

Fresh Start Private Management, Inc., through its wholly owned
subsidiary, is an alcohol rehabilitation and treatment center
headquartered in Santa Ana, California.  The Company's alcohol
rehabilitation program consists of a Naltrexone implant that is
placed under the skin in the lower abdomen coupled with life
counseling sessions from specialized counselors.

                           *     *     *

As reported in the TCR on Jul 11, 2012, Wilson Morgan LLP, in
Irvine, California, expressed substantial doubt about Fresh
Start'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 of the Company's losses from
operations.


GENOIL INC: Incurs C$875,600 Net Loss in Third Quarter
------------------------------------------------------
Genoil Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 6-K disclosing a net loss of
C$875,696 for the three months ended Sept. 30, 2012, compared with
a net loss of C$1.34 million for the same period a year ago.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $1.79 million, compared with a net loss of
C$3.74 million for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
C$4.42 million in total assets, C$4.67 million in total
liabilities, and a $251,869 deficit.

"The ability of the Company to continue as a going concern is in
substantial doubt and is dependent on achieving profitable
operations, commercializing its technologies, and obtaining the
necessary financing in order to develop these technologies
further.  The outcome of these matters cannot be predicted at this
time.  The Company will continue to review the prospects of
raising additional debt and equity financing to support its
operations until such time that its operations become self-
sustaining, to fund its research and development activities and to
ensure the realization of its assets and discharge of its
liabilities.  While the Company is expending its best efforts to
achieve the above plans, there is no assurance that any such
activity will generate sufficient funds for future operations."

A copy of the Form 6-K is available for free at:

                        http://is.gd/f0dXm0

                         About Genoil Inc.

Genoil Inc. is a technology development company based in Alberta,
Canada.  The Company has developed innovative hydrocarbon and oil
and water separation technologies.

The Company specializes in heavy oil upgrading, oily water
separation, process system optimization, development, engineering,
design and equipment supply, installation, start up and
commissioning of services to specific oil production, refining,
marine and related markets.


GEO POINT: Incurs $271,000 Net Loss in Sept. 30 Quarter
-------------------------------------------------------
Geo Point Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $270,951 on $89,343 of total
revenues for the three months ended Sept. 30, 2012, compared with
a net loss of $390,768 on $58,750 of total revenues for the three
months ended Sept. 30, 2011.

For the six months ended Sept. 30, 2012, the Company had a net
loss of $553,888 on $333,463 of total revenues, compared with a
net loss of $771,620 on $139,929 of total revenues for the six
months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $4.4 million
in total assets, $3.5 million in total current liabilities, and
stockholders' equity of $875,116.

The Company has generated limited revenues during the three and
six months ended Sept. 30, 2012, has a working capital deficit of
$3.3 million, has limited capital to fund operations, and had a
net usage of cash in operations.  "Currently, the Company is in
default on its capital lease totaling $598,818 and its notes
payable and line of credit totaling $968,530.  Additionally, the
Company has had difficulties in securing contracts for the
consistent delivery of crude oil for it to refine.  These
inconsistencies have required the Company to operate the refinery
at below capacity and at times required it to close the refinery.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/G4uDfk

                          About Geo Point

Geo Point Technologies, Inc., headquartered in Salt Lake City,
owns and operates an oil refinery in Karatau, Kazakhstan, that
refines crude oil into diesel fuel, gasoline, and mazut, a heating
oil.

                           *     *     *

As reported in the TCR on July 19, 2012, Barnett & Maxwell, P.C.,
in Salt Lake City, Utah, expressed substantial doubt about Geo
Point's ability to continue as a going concern, following the
Company's results for the year ended March 31, 2012.  The
independent auditors noted that the Company has incurred
significant losses and negative cash flows from operating
activities since inception, has negative working capital and an
accumulated deficit, is in default on certain debt, and is
dependent on additional debt or equity financing in order
to continue its operations.




GOOD SAMARITAN: Moody's Cuts Long-Term Bond Rating to 'Ba2'
-----------------------------------------------------------
Moody's Investors Service has downgraded to Ba2 from Ba1 the long-
term bond rating assigned to Good Samaritan Hospital's (PA) $64.5
million of outstanding bonds issued by the Lebanon County Health
Facilities Authority, PA. The outlook is revised to negative from
stable.

Summary Ratings Rationale

The rating downgrade follows Good Samaritan Hospital's (GSH)
unexpectedly poor financial performance during fiscal year (FY)
2012, a reversal from prior year's trajectory, and first quarter
FY 2013, with admissions and market share declining in a
demographically challenged area. The revised outlook to negative
from stable reflects GSH's difficulty operating as a standalone
community hospital in an entrepreneurial physician environment
with a growing pension liability and reliance on short-term
government provider tax monies.

Challenges

* Poor operating performance in fiscal year (FY) 2012 (-4.7%
   margin and 3.4% operating cash flow margin) and three months
   of FY 2013 (-4.1% margin, 3.9% operating cash flow margin).

* Liquidity remains weak at 77 days cash and 55% cash to debt at
   fiscal year end (FYE) 2012 (compared to 78 days at FYE 2011
   and 53% cash to debt).

* GSH faces heavy competition from larger providers, which has
   resulted in admissions declines and declines in market share
   in recent years, including drop from 60% in 1Q FY 2011 to 57%
   in 1Q FY 2012.

* Service area continues to face intense entrepreneurial
   activity and physician alignment challenges, including the
   departure of the system's two cardiac surgeons which heavily
   disrupted inpatient and surgical volumes.

* Pension liability grew to $52.8 million in FY 2012 from $27.5
   million in FY 2011 due to the drop in discount rate from 5.65
   to 4.05; employer contributions grew to $6.7 million in FY
   2012 from $5.5 million in FY 2011.

Strengths

* GSH is the sole inpatient provider in its primary service
   area.

* Moderate debt burden with no debt plans in the near future.

* GSH has a conservative debt structure with all fixed rate debt
   and no derivative exposure.

* Net recipient of state approximately $4 million in payments
   through state provider tax program.

Outlook

The revised outlook to negative from stable reflects GSH's
difficulty operating as a standalone community hospital in an
entrepreneurial physician environment with a growing pension
liability and reliance on short-term government provider tax
monies.

WHAT COULD MAKE THE RATING GO UP

With a negative outlook, an upgrade is unlikely in the near-term.
Over the longer-term sustained growth in all operating measures
and cash flow generation, allowing for continued de-leveraging and
strengthening of balance sheet and leverage indicators; reversal
of current inpatient demand trajectory

WHAT COULD MAKE THE RATING GO DOWN

Continued operating losses and decline in cash flow; decline in
cash, increase in debt (or debt equivalents in the form of capital
leases) without commensurate increases in cash flow, or continued
declines in volumes

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


GLOBAL AXCESS: Incurs $4.7-Mil. Net Loss in Third Quarter
---------------------------------------------------------
Global Axcess Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $4.7 million on $7.9 million of revenues
for the three months ended Sept. 30, 2012, compared with a net
loss of $1.4 million on $8.1 million of revenues for the same
period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $5.5 million on $24.4 million of revenues, compared with a
net loss of $1.8 million on $24.3 million of revenues for the same
period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$27.1 million in total assets, $18.7 million in total liabilities,
and stockholders' equity of $8.4 million.

"Our recurring losses from operations, recent developments related
to our credit facilities and our inability to generate sufficient
cash flow to meet our obligations and sustain our operations raise
substantial doubt about our ability to continue as a going
concern.  Our future is dependent on our ability to execute our
business and liquidity plans successfully or otherwise address
these matters.  If we fail to do so for any reason, we would not
be able to continue as a going concern and could potentially be
forced to seek relief through a filing under the U.S. Bankruptcy
Code."

A copy of the Form 10-Q is available at http://is.gd/4k2alB

Jacksonville, Fla.-based Global Axcess Corp,, through its wholly
owned subsidiaries, owns or leases, operates or manages Automated
Teller Machines ("ATM"s) and DVD kiosks with locations primarily
in the eastern and southwestern United States of America.


GRANDPARENTS.COM INC: Incurs $2.4-Mil. Net Loss in Third Quarter
----------------------------------------------------------------
Grandparents.com, Inc., formerly NorWesTech, Inc., filed its
quarterly report on Form 10-Q, reporting a net loss of
$2.4 million on $70,195 of revenue for the three months ended
Sept. 30, 2012, compared with a net loss of $661,764 on $83,095 of
revenue for the same period last year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $8.7 million on $224,330 of revenue, compared with a
net loss of $2.0 million on $321,256 of revenue for the same
period of 2011.

Total operating expenses for the three months ended Sept. 30,
2012, increased $1.7 million, or 241.1%, to $2.4 million compared
to $712,978 for the comparable period in 2011.  Total operating
expenses for the nine months ended Sept. 30, 2012, increased
$6.5 million, or 286.6%, to $8.8 million compared to $2.3 million
for the comparable period in 2011.  The increase in operating
expenses for the three months ended Sept. 30, 2012, was due to
increases in selling and marketing, salary, rent, equity-based
compensation, consulting and other general and administrative
expenses.  The increase in operating expenses for the nine months
ended Sept. 30, 2012, was primarily attributable to expenses of
$2.9 million incurred in connection with the Asset Contribution
Transaction as well as increases in selling and marketing, salary,
rent, equity-based compensation, consulting and other general and
administrative expenses.

The Company's balance sheet at Sept. 30, 2012, showed $5.3 million
in total assets, $2.1 million in total liabilities, and
stockholders' equity of $3.2 million.

According to the regulatory filing, the Company has incurred a net
loss of approximately $8.7 million and used approximately
$3.8 million in cash for operating activities during the nine-
month period ended Sept. 30, 2012.  "Without additional capital
from existing or outside investors or further financing, the
Company's ability to continue to implement its business plan may
be limited.  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 http://is.gd/KmJbzI

Based in New York, N.Y., Grandparents.com, Inc., together with its
subsidiaries, is a family-oriented social media company that
through its Web site, http://www.grandparents.com/, serves the
age 50+ demographic market.  The website offers activities,
discussion groups, expert advice and newsletters that enrich the
lives of grandparents by providing tools to foster connections
among grandparents, parents, and grandchildren.


GREEKTOWN SUPERHOLDINGS: Moody's Assigns 'B3' CFR; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and B3 Probability of Default Rating (PDR) to Greektown
Superholdings, Inc. A Ba3 was assigned to the company's proposed
$15 million 1st lien term loan A due 2017, B2 to its proposed $15
million revolver expiring 2015, and proposed $325 million first
lien term loan B due 2018, and Caa2 to its proposed $100 million
second lien term loan B due 2019. An SGL-2 Speculative Grade
Liquidity rating was also assigned. The rating outlook is stable.

Proceeds from the proposed credit facilities will be used to
refinance Greektown's existing debt. The ratings are subject to
receipt of final documentation.

New ratings assigned:

Corporate Family Rating at B3

Probability of Default Rating at B3

$15 million first lien term loan A due 2017 at Ba3 (LGD 1, 1%)

$15 million first lien revolving credit facility expiring 2015
at B2 (LGD 3, 40%)

$325 million first lien term loan at B2 due 2018 (LGD 3, 40%)

$100 million second lien term loan at Caa2 due 2019 (LGD 5, 89%)

Ratings Rationale

Greektown's B3 CFR considers the company's single asset profile
and small size in terms of net revenue compared to larger more
diversified gaming companies, and its high pro forma leverage. Pro
forma debt/EBITDA for the 12-month period ended September 30, 2012
is 5.7 times, a level typically characteristic of a low 'B'
category rating, according to Moody's Global Gaming Rating
Methodology.

The B3 rating also reflects Moody's expectation that current
economic uncertainty coupled with new competition from a casino in
Toledo,Ohio could continue to negatively impact gaming demand in
Greektown's primary market. In Moody's opinion, this would make it
difficult for the company to achieve its goal of growing its
earnings and reducing its leverage during the next two years.
Positive rating consideration is given to Greektown's good
liquidity, which is characterized by positive free cash flow and
relaxed maturity profile. Greektown does not have any material
scheduled term debt maturities until 2017 when its term loans
begin to mature.

The Ba3 assigned to Greektown's proposed term loan A -- three
notches above the company's B3 CFR -- reflects its super priority
status in a liquidation above all other tranches of debt along
with the credit support it receives from the significant amount of
proposed debt below it in the capital structure. The B2 assign to
the $15 million first lien revolver and $325 million first lien
term loan B -- one notch above the CFR -- reflects the credit
support it receives from the proposed second lien debt.
Greektown's proposed second lien term loan rated Caa2 -- two
notches below the CFR -- reflects the substantial amount of first
lien debt ranked ahead of it in the debt capital structure.

The stable rating outlook considers that despite economic
uncertainty and new competition from a neighboring jurisdiction,
Moody's believes the favorable long-term characteristics of the
Detroit gaming market, including its significant population
density as measured by adults per gaming position, provides some
downside protection in terms of revenue and earnings performance
to the casinos that operate in that market.

The stable rating outlook is also supported by Moody's opinion
that Greektown's current development projects, including an 850
car valet parking garage and two new restaurants, will help the
company maintain its competitive position relative to the two
other casinos in Detroit and possibly the new casino in Toledo,
Ohio.

Ratings could be lowered if, for any reason, Greektown's market
share declines significantly and/or the company cannot maintain
debt/EBITDA below 6.5 times. A higher rating would require that
the new parking garage and other amenities contribute favorably to
its earnings, and that Greektown is able reduce and maintain its
debt/EBITDA to at/or below 5.5 times while maintain its good
liquidity profile.

Greektown Superholdings, Inc. owns and operates Greektown Casino
in Detroit, Michigan. Net revenue for the latest 12-month period
ended September 30, 2012 was about $340 million.

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

Greektown Superholdings was incorporated under the laws of the
State of Delaware on March 17, 2010. Greektown Superholdings was
formed to hold, directly and indirectly through Greektown Sub, all
outstanding membership interests of Greektown LLC, as of the
effective date of its emergence from bankruptcy protection.
Greektown Casino, LLC owns and operate Greektown Casino, which
opened in November 2000 in the downtown of the City of Detroit.
Greektown Casino is one of three commercial casinos licensed to
operate in the State of Michigan. Annual net revenue for the
period ended September 30, 2012 is approximately $339 million.


GREEN GLOBAL: Incurs $119,000 Net Loss in Third Quarter
-------------------------------------------------------
Green Global Investments, Inc., reported a net loss of $119,332 on
$142,197 of revenue for the three months ended Sept. 30, 2012,
compared with a net loss of $77,735 on $0 revenue for the same
period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $1.4 million on $142,197 of revenue, compared with a net
loss of $242,407 on $0 revenue for the same period of 2011.

The revenue during the three and nine months ended Sept. 30, 2012,
was derived from the operations of the property and facility
management segment newly acquired in September 2012 by the
Company.

The Company's balance sheet at Sept. 30, 2012, showed $3.1 million
in total assets, $2.8 million in total liabilities, and
stockholders' equity of $274,480.

"The Company sustained an accumulated net loss of $1.7 million for
the period from Dec. 17, 1999 (inception) to Sept. 30, 2012.  This
raises substantial doubt about its ability to continue as a going
concern."

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

Maitland, Fla.-based Green Global Investments, Inc. (GGI),
formerly known as China Renewable Energy Holdings, Inc., was
incorporated under the laws of the State of Florida on Dec. 17,
1999.  After the acquisitions of CommerCenters and ICMS, GGI
remains a publicly traded, Florida based company, but with a
strong focus on the acquisition, development and operation of
seniors housing properties.  The Company's core mission in this
sector is to provide a hospitality model (not an institutional
one) for the residents of its seniors housing facilities.


GREENMAN TECHNOLOGIES: Signs Marketing Agreement With WheelTime
---------------------------------------------------------------
American Power Group Corporation, formerly known as GreenMan
Technologies Inc., announced that its subsidiary, American Power
Group, Inc., has signed a National Distributor and Master
Marketing Agreement with WheelTime Network LLC.  Under the terms
of the agreement, WheelTime Network LLC will endorse APG
technology and engage its member companies in establishing a North
American network to market and install APG's Vehicular
Turbocharged Natural Gas Systems.

The APG system is a cost-effective and non-invasive patented
turbocharged natural gas dual fuel conversion technology for
trucks, stationary generators and off-road mobile diesel engines.
The APG system offers a 300-800 mile dual fuel range with no loss
of power and torque and, depending on the route profile, delivers
an average annual net fuel savings of 15%-30% over 100% diesel
fuel.  With no practical design limits for engine models or
horsepower, the APG system is currently EPA-approved for 88 engine
families and is expected to receive EPA approval for more than 200
additional engine families by the end of 2013.  The APG system
offers the flexibility to return the vehicle to 100% diesel
operation at any time.  At end-of-life or vehicular rotation, the
APG system and natural gas tank can be easily removed and
installed on another EPA approved engine.

The WheelTime Network is North America's highest quality truck
service network.  Its 18 member companies provide installation and
warranty support through nearly 200 service centers, 2,800 service
bays, 3,000 factory-trained technicians and 30 training facilities
located across the United States and Canada.

"We see natural gas as an important and necessary development in
our industry.  Accordingly, WheelTime made a strategic decision
earlier this year to begin taking the necessary steps to become a
center of excellence for the installation and service of natural
gas engines," said Mike Delaney, President and CEO of WheelTime
Network LLC.

Delaney added: "In addition to dedicated natural gas engines, we
believe diesel engine dual fuel conversions will be an
evolutionary step for natural gas, providing a low risk way for
fleets to get the benefit of natural gas fuel savings and giving
existing equipment new life."

Lyle Jensen, CEO of American Power Group states, "To become
aligned with the number one quality truck service network in North
America is clearly one of the most important marketing and
operational milestones in our company's history.  WheelTime
members understand engine performance and their leadership in
installation and warranty service will accelerate the rollout of
our technology.  With this agreement, we have the opportunity to
provide an integrated- approach and nationwide scalability for our
certified installations, and we look forward to working with
WheelTime member companies to introduce our non-invasive dual fuel
system to their fleet customers."

Delaney said, "During 2012, we conducted extensive due diligence
and recognized APG as the current world leader in non-invasive
dual fuel conversion technology.  In our view, the APG
Turbocharged Natural Gas System provides the best overall customer
value when it comes to diesel-like performance characteristics and
the lowest total cost of ownership.  We look forward to working
with Lyle Jensen and his APG Team to introduce what we believe is
a game-changing technology in natural gas engine systems."

Established in 2004 as a strategic alliance among North America's
Detroit Diesel-Allison distributors, each WheelTime member is an
equity owner in the Network and has a vested interest in achieving
WheelTime's exclusive truck repair service metrics and standards.
The vehicle service records are integrated across the Network for
accessibility and consistent high quality service at every
location.

The WheelTime agreement with American Power Group continues the
WheelTime Network's commitment to strategic initiatives that
enhance the value of the Network to customers.  WheelTime plans to
expand Network services and capabilities as it continues to drive
quality across the system and employ innovation across all systems
and customer services.

"The industry wants and needs support that is oriented toward the
way trucking companies do business.  The new APG non-invasive dual
fuel natural gas system extends the viability of older trucks by
allowing them to take advantage of fuel savings while complying
with new environmental regulations," Delaney added.  "When you
match WheelTime members' background in handling complex repairs
with their unified desire to create a service network that is
second to none, you get innovation and the commitment to
partnerships like this one with APG that can set new standards for
the industry."

The WheelTime Network leads the maintenance industry in the
adoption of new technologies and information management systems.
In early 2010, WheelTime introduced WheelTime LINQ, an industry-
first repair and maintenance service management program that
ensures customers receive consistent levels of service and
consistent hours of labor per repair or service regardless of the
Network location.

The WheelTime Network LLC member companies in alphabetical order
are: Atlantic Detroit Diesel-Allison, Central Power Systems and
Services, Clarke Power Services, Cullen Diesel Power, Florida
Detroit Diesel-Allison, Inland Power Group, Interstate Power
Systems, Johnson & Towers, New England Detroit Diesel-Allison,
Pacific Power Products, Penn Commercial Vehicle Solutions, Smith
Power Products, Stewart & Stevenson, United Engines, Valley Power
Systems, W.W. Williams, Wajax Power Systems and Western Branch
Diesel.

                    About Greenman Technologies

Lynnfield, Mass.-based GreenMan Technologies, Inc. (OTC QB: GMTI)
through its two alternative energy subsidiaries, American Power
Group, Inc. ("APG") and APG International, Inc. ("APGI"), provides
a cost-effective patented dual fuel conversion technology for
diesel engines and diesel generators.

Schechter Dokken Kanter Andrews & Selcer, Ltd., in Minneapolis,
Minnesota, issued a "going concern" qualification on the
consolidated financial statements for the fiscal year ended
Sept. 31, 2011, indicating that the Company has continued to incur
substantial losses from operations, has not generated positive
cash flows and has insufficient liquidity to fund its ongoing
operations that raise substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $6.81 million for the year
ended Sept. 30, 2011, compared with a net loss of $5.64 million
the year before.

The Company's balance sheet at June 30, 2012, showed
$10.12 million in total assets, $4.59 million in total liabilities
and $5.52 million in stockholders' equity.


GULFMARK OFFSHORE: Moody's Rates $150-Mil. Add-On Offering 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to GulfMark
Offshore, Inc.'s proposed add-on offering of $150 million of
senior notes due 2022. Note proceeds are expected to be used to
repay a portion of the outstanding borrowings under its credit
facilities and for general corporate purposes, including vessel
construction costs and vessel purchases. The Ba3 Corporate Family
Rating is unchanged and the rating outlook is stable.

Issuer: GulfMark Offshore, Inc.

Ratings assigned:

$150 million Senior Notes due 2022, B1 (LGD4, 65%)

Ratings Unchanged:

Corporate Family Rating, Ba3

Probability of Default Rating, Ba3

$300 million Senior Notes due 2022, B1 (LGD4, 65%)

RATINGS RATIONALE

The Ba3 Corporate Family Rating (CFR) reflects GulfMark's high
quality fleet of vessels, good market position, strong geographic
diversification, and deepwater focus. However, the rating also
reflects the company's highly cyclical business since demand for
OSVs is sensitive to oil and natural gas price cycles which drive
the levels of offshore E&P activity. GulfMark's small size
relative to most Ba3 oilfield service peers is balanced by its
high EBITDA margins and a track record of conservative financial
policies with low through the cycle leverage.

The B1 senior unsecured note rating reflects GulfMark's overall
probability of default, to which Moody's assigns a PDR of Ba3, and
a loss given default of LGD4-65%. The size of the senior secured
revolver's potential priority claim relative to the senior
unsecured notes results in the notes being notched below the CFR
given the assumed levels of revolver usage.

An increase in scale with assets approaching $3 billion, a larger
worldwide market share and debt / EBITDA sustained under 3x could
result in an upgrade for GulfMark's ratings. However, an increase
in leverage, caused by either a severe market contraction or
heavily debt funded growth in the fleet, with debt / EBITDA
sustained above 3.5x could result in a downgrade.

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

GulfMark Offshore, Inc. owns and operates a fleet of marine
offshore support vessels (OSV's) which provide support and
transportation services for the international offshore exploration
and production (E&P) industry. The company's vessels are used to
transport drilling materials, supplies, and personnel to offshore
facilities, and move drilling structures. The company's fleet of
70 vessels operates in the North Sea (25 vessels), the Americas
(29 vessels), and Southeast Asia (16 vessels). GulfMark bareboat
charters vessels from time to time to supplement its fleet when
demand is high. In addition, GulfMark provides management services
to other vessel owners for a fee.


HAWKER BEECHRAFT: Submits Financial Forecast
--------------------------------------------
Molly McMillin at The Wichita Eagle reports that Hawker Beechcraft
has filed its financial forecast with the bankruptcy court for a
restructured, standalone company called Beechcraft Corp., which
predicts sales of $1.9 billion in 2013 rising to $2.7 billion in
2016.

The report relates the company plans to concentrate on its
Beechcraft products -- the King Air, Baron and Bonanza -- along
with its military trainer and light attack and aftermarket
businesses when it emerges from bankruptcy early next year.

According to the report, the forecasts assume that the company
will not continue its corporate jet business because of continued
sluggish demand, high manufacturing costs and significant losses
on the sale of the Hawker 4000 and Premier aircraft.  And it
expects a "slightly negative" outlook for the sale of its Hawker
900XP because it expects competitors to introduce new products,
which will erode its market share, the filing said.

The report notes Hawker Beechcraft said last month it would move
forward with a smaller, restructured company after negotiations to
sell the business, except for its defense business, to Superior
Aircraft Beijing fell through.

According to the report, for the restructured, standalone company,
projections forecast net losses of $27.9 million next year,
growing to net income of $92.9 million in 2014 and $139.1 million
in 2016, the last year included in its financial projections.

The report says it expects to deliver 248 airplanes next year,
including 208 Beechcraft aircraft and 40 military trainers.
Deliveries are forecast to rise yearly, growing to 381 planes in
2016, including 325 Beechcraft aircraft and 56 trainers and AT-6
attack planes.

The report relates the forecast assumes interest payments on a
$525 million package of exit financing -- including a $275 million
term loan and $250 million working capital loan.  And it reflects
an agreement in principle for the company to terminate the
salaried pension and base pension funds and for the Pension
Benefit Guaranty Corp. to step in, the report adds.

The report says a hearing in bankruptcy court is scheduled for
Dec. 6, 2012.  The company is asking the court to extend the
termination date of a debtor-in-possession credit agreement from
Dec. 15 to Feb. 28, and to extend the deadline for the court to
approve its reorganization plan from Dec. 15 to Jan. 31.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


HAWKER BEECHRAFT: May Send Plan to Creditors for Vote
-----------------------------------------------------
Joseph Checkler at Dow Jones Newswires reports that Judge Stuart
M. Bernstein of U.S. Bankruptcy Court in Manhattan, New York, said
creditors can vote on Hawker Beechcraft Inc.'s plan to exit
bankruptcy in the hands of a group of hedge funds.

According to the report, Judge Bernstein overruled and pushed back
objections from several parties who argued the so-called
"disclosure statement" either didn't contain adequate information
to make an informed decision or unfairly favors certain creditors.

"I'm satisfied it contains accurate information," Judge Bernstein
said.

The confirmation hearing to approve the Plan is tentatively set
for Jan. 31, 2013.

The report says the aircraft maker continues to aim for a first-
quarter-2013 exit from Chapter 11.

The report notes Hawker's restructuring proposal calls for hedge-
fund managers Centerbridge Partners, Angelo, Gordon & Co., Capital
Research & Management and Bain Capital's Sankaty Advisors to
exchange $921.6 million in debt for an 81.1% equity stake in
reorganized Hawker.  Senior bondholders owed $510.2 million would
get between nine cents and 10 cents on the dollar, while
subordinate debtholders owed $308.3 million would be wiped out.
Also losing out are equity holders, including the Goldman Sachs
Group Inc. private-equity group that led an ill-advised 2007
leveraged buyout of Hawker with Onex Partners.

The report adds Hawker plans to refinance a $400 million
bankruptcy loan from the hedge funds with a $530 million exit loan
that would pay off the existing lenders and fuel its emergence
from Chapter 11.  It will either spin off or close its jet
products line, the company said.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


HEARTLAND DENTAL: S&P Assigns 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned Effingham, Ill.-based
Heartland Dental Care LLC its 'B' corporate credit rating. The
outlook is stable.

"At the same time, we assigned Heartland's $100 million first-lien
revolving credit facility and $450 million first-lien term loan
our 'B' credit rating (the same as the corporate credit rating),
with a recovery rating of '3', indicating our expectation for
meaningful (50% to 70%) recovery of principal in the event of
payment default," S&P said.

"We also assigned Heartland's $200 million second-lien term loan
our 'CCC+' credit rating (two notches below the corporate credit
rating), with a recovery rating of '6', indicating our expectation
for negligible (0 to 10%) recovery of principal in the event of
payment default," S&P said.

The rating on dental practice management (DPM) services provider
Heartland Dental Care LLC reflects its "highly leveraged"
(according to our criteria) financial risk profile. As of Sept.
30, 2012, pro forma adjusted debt to EBITDA is 8.2x.

"We expect leverage to decline to about 6.2x, still high, within
about two years largely as a result of EBITDA growth," said
Standard & Poor's credit analyst Gail Hessol.

"We consider Heartland's business risk profile to be 'vulnerable,'
characterized by its narrow scope of operations in intensely
competitive markets with low barriers to entry. Heartland's
affiliated professional corporations, which are not owned by
Heartland, operate 381 dental care offices in 21 states, with some
concentration in the Midwest and Florida," S&P said.

"We expect Heartland to continue growing more rapidly than the
total U.S. dental services industry, spurred by opening new
offices and acquisitions, but we expect its growth to slow. For
2012, we estimate revenue growth of about 25%, somewhat below its
pace for the 12 months ended Sept. 30, 2012, boosted by a large
acquisition late in 2011. For 2013, we expect revenues to grow
about 10%, with mid-single-digit annual growth thereafter.
Historically, Heartland had substantial non-cash expenses for ESOP
stock compensation ($26.3 million for the 12 months ended Sept.
30, 2012). These expenses ceased in the fourth quarter of 2012 and
will not resume because all ESOP shares have been allocated to
employees. Over the next few years, we expect the EBITDA margin
to be in the 18% to 19.5% range, similar to historical levels,
adding back the non-cash stock expense, capitalizing operating
leases, and making other customary adjustments," S&P said.


HMX ACQUISITION: U.S. Trustee Appoints 5-Member Creditors Panel
---------------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2,
appointed five members to the official committee of unsecured
creditors in the Chapter 11 cases of HMX Acquisition Corp.

The Creditors Committee members are:

      1. Trisula Corporation
         315 Meigs Road - #171
         Santa Barbara, CA 93109
         Attn: Herman Roup - Vice President
         Tel: (805) 689-4656

      2. HMS International Fabrics Corp.
         51 Hartz Way
         Secaucus, NJ 07094
         Attn: Zulfi Zakir - CFO
         Tel: (201) 708-6341

      3. Amalgamated National Health Fund
         333 Westchester Avenue
         White Plains, NY 10604
         Attn: James T. Bentley, Counsel
         Tel: (212) 756-2273

      4. Conde Nast
         1313 N. Market Street
         Wilmington, DE 19801
         Attn: Scott Thomson - Director of Credit
         Tel: (302) 830-9337

      5. Pacificways Limited
         c/o Bendigo Counsultants
         1637 Shoreline Drive
         Santa Barbara, CA 93109

                    About HMX Acquisition

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-
14300 and 12-14301) on Oct 19, 2012.  On Oct. 21, 2012, affiliates
HMX, LLC, Quartet Real Estate, LLC, and HMX, DTC Co. also filed
for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos.
12-14327 to 12-14329).  Judge Allan L. Gropper presides over the
cases.  The Debtors sought to have their cases jointly
administered for procedural purposes under Case No. 12-14300,
which is the case number assigned to HMX Acquisition Corp.  The
Debtors' principal place of business is located at 125 Park
Avenue, in New York.

The Debtors are leading American designers, manufacturers,
licensors, and licensees of men's and women's business and leisure
apparel focused primarily on the luxury, bridge, and better price
points.  The Debtors are the largest manufacturer and marketer of
U.S.-made men's tailored clothing, with an attractive portfolio of
owned and licensed brands sold primarily through upscale
department stores, specialty stores, and boutiques.

As of Oct. 12, 2012, the Debtors had consolidated assets of
$153.6 million and total liabilities of $119.5 million.

Jared D. Zajac, Esq., at Proskauer Rose LLP, in New York; and Mark
K. Thomas, Esq., and Peter J. Young, Esq., in Proskauer Rose LLP,
in Chicago, represent the Debtors as counsel.  The Debtors'
investment banker is William Blair & Company, L.L.C.  CDG Group,
LLC, is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC is the Debtors' claims agent.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


HMX ACQUISITION: Sale Protocol Approved; Dec. 17 Auction Set
------------------------------------------------------------
Matthew Daneman at Democrat and Chronicle reports that U.S.
Bankruptcy Court Judge Allan Gropper has approved bidding
procedures that will govern HMX Acquisition Corp.'s sale of two
clothiers.  An auction originally was to take place Dec. 10.  But
under Judge Gropper's ruling, the initial bid deadline is Dec. 12,
2012, with the auction taking place Dec. 17.  A hearing to approve
the sale to the highest bidder is set for Dec. 19 or 20, depending
on how the bidding goes.

The report relates an attorney for one potential bidder -- private
equity giant Carlyle Group -- indicated that the minimum bids are
expected to be upwards of $70 million.

The report notes HMX CEO Douglas Williams is working with
stalking horse bidder -- New York City-based Authentic Brands
Group -- in an arrangement that would see Authentic Brands if it
is the highest bidder buy HMX's assets and brands and lease them
back to a new private company that Mr. Williams is attempting to
set up in part out of his own pocket and in part with money from
lender Salus Capital Partners.

The report adds Salus has extended a $65 million line of credit to
HMX to keep it afloat during the bankruptcy.

                       About HMX Acquisition

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct 19, 2012.  On Oct. 21, 2012, affiliates HMX, LLC,
Quartet Real Estate, LLC, and HMX, DTC Co. also filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12-14327 to
12-14329).  Judge Allan L. Gropper presides over the cases.  The
Debtors are seeking to have their cases jointly administered for
procedural purposes under Case No. 12-14300, which is the case
number assigned to HMX Acquisition Corp.  The Debtors' principal
place of business is located at 125 Park Avenue, in New York.

The Debtors are leading American designers, manufacturers,
licensors, and licensees of men's and women's business and leisure
apparel focused primarily on the luxury, bridge, and better price
points.  The Debtors are the largest manufacturer and marketer of
U.S.-made men's tailored clothing, with an attractive portfolio of
owned and licensed brands sold primarily through upscale
department stores, specialty stores, and boutiques.

As of Oct. 12, 2012, the Debtors had consolidated assets of
$153.6 million and total liabilities of $119.5 million.

Jared D. Zajac, Esq., at Proskauer Rose LLP, in New York; and Mark
K. Thomas, Esq., and Peter J. Young, Esq., in Proskauer Rose LLP,
in Chicago, represent the Debtors as counsel.  The Debtors'
investment banker is William Blair & Company, L.L.C.  CDG Group,
LLC, is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC is the Debtors' claims agent.


IMPERIAL RESOURCES: Incurs $132,061 Net Loss in Sept. 30 Quarter
----------------------------------------------------------------
Imperial Resources, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $132,061 on $10,587 of revenue for the
three months ended Sept. 30, 2012, compared with a net loss of
$336,127 on $20,449 of revenue for the three months ended
Sept. 30, 2011.

For the six months ended Sept. 30, 2012, the Company had a net
loss of $184,343 on $23,567 of revenue, compared with a net loss
of $320,449 on $47,931 of revenue for the six months ended
Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $2.2 million
in total assets, $2.1 million in total liabilities, and
stockholders' equity of $98,462.

A copy of the Form 10-Q is available at http://is.gd/9vfL2h

                     About Imperial Resources

Austin, Tex.-based Imperial Resources, Inc., is engaged in the
exploration and development of oil and natural gas properties.  In
addition, the Company has purchased a salt water disposal
facility.

The Company was incorporated under the laws of the State of Nevada
on Aug. 2, 2007, with the authorized capital stock of 500,000,000
shares at $0.001 par value.

                           *     *     *

Madsen & Associates, CPA's Inc., in Salt Lake City, Utah,
expressed substantial doubt about Imperial's ability to continue
as a going concern, following the Company's results for the year
ended March 31, 2012.  The independent auditors noted that the
Company will need additional working capital to service its debt
and for its planned activity.


INTERLEUKIN GENETICS: Extends Maturity of Pyxis Credit to 2014
--------------------------------------------------------------
Interleukin Genetics, Inc., on Nov. 30, 2012, entered into the
Fifth Amendment to the Amended and Restated Note Purchase
Agreement with Pyxis Innovations Inc. to extend the maturity date
for repayment of all borrowings under its credit facility with
Pyxis until March 31, 2014.  Prior to this amendment, the maturity
date for repayment of all borrowings under the credit facility had
been Nov. 30, 2012.  All $14,316,255 available under the credit
facility has been drawn down.  All borrowings under the credit
facility are convertible into shares of the Company's common stock
at a conversion price equal to $5.6783 per share.

As a result of the extension of the maturity date, the Company has
also issued amended and restated promissory notes replacing the
notes originally issued to Pyxis on June 10, 2008, May 29, 2009,
Nov. 9, 2009, Feb. 1, 2010, Sept. 30, 2010, Nov. 9, 2011, and
April 13, 2012, solely to reflect the amended maturity date.

A copy of the Fifth Amendment is available for free at:

                        http://is.gd/iJ3Haq

                     CEO to Serve Until 2015

On Nov. 29, 2012, Interleukin entered into the Second Amendment to
the employment agreement, dated Nov. 12, 2008, with its Chief
Executive Officer, Chief Scientific Officer and President, Kenneth
S. Kornman.  The Amendment extends the term of the Agreement
through Nov. 30, 2015.

                         About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

Following the Company's financial results for the year ended
Dec. 31, 2011, Grant Thornton LLP, in Boston, Massachusetts,
expressed substantial doubt about Interleukin Genetics' ability to
continue as a going concern.  The independent auditors noted that
the Company incurred a net loss of $5.02 million during the year
ended Dec. 31, 2011, and, as of that date, the Company's current
liabilities exceeded its current assets by $12.27 million and its
total liabilities exceeded total assets by $11.4 million.

The Company reported a net loss of $5.0 million for 2011, compared
with a net loss of $6.0 million for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $3.50
million in total assets, $15.96 million in total liabilities, all
current, and a $12.45 million total stockholders' deficit.


INTERNATIONAL CARD: Reports Net Income of $89,600 in 3rd Quarter
----------------------------------------------------------------
International Card Establishment, Inc., filed its quarterly report
on Form 10-Q, reporting net income of $99,648 on $701,544 of net
revenue for the three months ended Sept. 30, 2012, compared with a
net loss of $85,374 on $696,977 of net revenue for the the same
period last year.

In August 2012 management negotiated the sale of one of its
merchant card portfolios to the Company's bank card processor in a
third party transaction.  The Company received net proceeds of
$175,000 from the transaction with a net gain of $169,157.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $66,944 on $2.0 million of net revenue, compared with a
net loss of $306,796 on $2.1 million of net revenue for the same
period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.3 million
in total assets, $1.1 million in total liabilities, and
stockholders' equity of $202,809.

According to the regulatory filing, the Company's ability to
continue as a going concern is in doubt due to the sale of its
credit card portfolio.  "This will cause a reduction in income of
approximately $16,000 per month going forward.  We are continuing
to sell new credit card accounts on which we will receive
residuals as an independent sales organization.  We believe these
new revenues, which are risk free, will help offset the reduced
income.  We also used the proceeds of the sale to paydown the
existing line of credit, reducing monthly interest payments and
total outstanding liabilities.  The Company is also exploring
additional avenues of new revenue.  If our revenues do not
increase through new card sales or other new revenue streams or if
our liabilities increase the Company may not be able to continue
as a going concern."

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

International Card Establishment provides gift and loyalty
products to small merchants.  In August 2012 the Company stopped
providing credit and debit card-based payment processing services
and became an Independent Sales Organization ("ISO"), acting as an
agent for Financial Transaction Services (FTS).  At the same time,
the Company sold International Card Establishment ("ICE")'s share
of the Company's current credit card portfolio to FTS.  ICE, a
Nevada corporation, a consolidated subsidiary of the Company,
provides electronic payment services.


IRONSTONE GROUP: Incurs $46,300 Net Loss in Third Quarter
---------------------------------------------------------
Ironstone Group, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $46,285 for the three months ended
Sept. 30, 2012, compared with a net loss of $18,432 for the same
period last year.

For the nine months ended Sept 30, 2012, the Company had a net
loss of $102,148, compared with a net loss of $60,048 for the same
period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.1 million
in total assets, $1.4 million in total liabilities, and a
stockholders' deficit of $316,727.

A copy of the Form 10-Q is available at http://is.gd/3tbiUU

                       About Ironstone Group

San Francisco, Calif.-based Ironstone Group, Inc., and
subsidiaries have no operations but are seeking appropriate
business combination opportunities.  At Sept. 30, 2012, the
Company had $1,005,460 in marketable securities, $4,414 in cash,
and an investment in Salon Media Group, Inc., valued at $92,297.

                           *     *     *

Madsen & Associates CPA's, Inc., in Murray, Utah, expressed
substantial doubt about Ironstone Group's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2011.  The independent auditors noted that the
Company does not have the necessary working capital for its
planned activity.


J B MATHEWS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: J B Mathews Company
        aka J. B. Mathews Company Residential &
            Commercial Garage Doors
        aka J. B. Mathews Garage Doors
        2459 Clark Street
        Apopka, FL 32703

Bankruptcy Case No.: 12-16021

Chapter 11 Petition Date: November 29, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

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

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flmb12-16021.pdf

The petition was signed by John S. Mathews, president.


JOURNAL REGISTER: Alden to Retain Ownership in Debt Swap
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Journal Register Co. will be reacquired by current
lender and owner Alden Global Capital Ltd. unless someone makes a
$122.2 million cash offer.

According to the report, the Debtor filed papers last week setting
up an auction to test whether anyone will top Alden's offer.
Unless outbid, Alden will retain ownership in exchange for
$117.5 million in secured debt and $1.75 million cash.

The report relates that Alden's purchase price also includes
paying off a $25 million loan from existing revolving credit
lender Wells Fargo Bank NA that's financing the Chapter 11 effort.
The $1.75 million cash portion of the purchase price is designed
to pay expenses of wrapping up the Chapter 11 case and providing a
"pot for distribution to general unsecured creditors," according
to a court filing.

There will be a Dec. 20 hearing in U.S. Bankruptcy Court in
Manhattan for approval of sale procedures.  If the judge agrees,
competing bids will be due Jan. 18, followed by an auction on
Jan. 23 and a hearing for approval of sale on Jan. 25. The
newspapers want the judge to preclude competing bids less than
$122.2 million cash.

                      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.

New York-based Journal Register disclosed assets of $235 million
and liabilities totaling $268.6 million.  At the outset of the new
Chapter 11 case, debt included about $13.2 million on a revolving
credit owning to Wells Fargo.  Alden is the holder of two term
loans totaling $152.3 million, acquired from lenders in the prior
bankruptcy.


KANSAS CITY SOUTHERN: S&P Keeps 'BB+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its senior unsecured
'BBB-' issue-level rating to Kansas City Southern Railway Co.'s
(KCSR's) amended credit facilities. The facilities consist of a
$200 million revolving credit facility and two term loans with a
total outstanding amount of $551 million. "We have also withdrawn
our KCSR senior secured 'BBB' issue ratings," S&P said.

"The rating actions follow the triggering of a fall-away
collateral provision, which allows KCSR's facilities to convert to
unsecured obligations when investment-grade credit ratings have
been assigned by at least two of the three major rating agencies.
On Nov. 21, KCSR completed an amendment to its facilities, which
added the fall-away collateral provision, amended financial
covenants, and extended the maturities of its revolving credit
facility to Nov. 15, 2017, and its term loans to May 15, 2018. As
of Nov. 21, the collateral has been released and KCSR's bank
facilities are now unsecured obligations and rank pari passu with
existing unsecured debt," S&P said.

"The recovery rating on KCSR's term and revolving loans is '1',
which indicates our expectation of a very high (90%-100%) recovery
in the event of a payment default. While these loans are currently
unsecured, the collateral that previously secured these loans is
required to be re-pledged if investment-grade entity ratings are
no longer assigned by all three rating agencies. Because we would
expect this to occur well before a default, we are treating the
loans as secured and have maintained our previous recovery rating
of '1'. However, we are capping the issue-level rating at 'BBB-'
because Standard & Poor's would no longer assign recovery ratings
or notch up this debt if we were to raise our corporate credit
rating on the company to investment grade," S&P said.

"At the same time, we assigned our 'BBB-' issue rating to Kansas
City Southern de Mexico S.A. de C.V.'s (KCSM's) amended $200
million senior secured revolving credit facility. On Nov. 29, KCSM
completed an amendment that added the fall-away collateral
provision, amended financial covenants, and extended the maturity
to Nov. 15, 2017. The KSCM credit facility remains secured because
the fall-away collateral provision has not been triggered. In
accordance with our recovery criteria, we have capped our recovery
rating on KCSM's senior secured revolver at '2', consistent with
our rating methodology for certain jurisdictions. The '2' recovery
rating indicates our expectation for a substantial (70% to 90%)
recovery in the event of a payment default," S&P said.

"The ratings on obligor Kansas City Southern (KCS; BB+/
Positive/--) reflect the favorable characteristics of the U.S.
freight railroad industry and the company's strategically located
rail network. KCS' significant capital spending requirements and
meaningful exposure to cyclical end markets such as automotive and
manufacturing -- particularly in Mexico through its subsidiary
KCSM -- partly offset these strengths. Standard & Poor's
characterizes the company's business risk profile as
'satisfactory,' financial risk profile as 'significant,' and
liquidity as 'adequate,' according to our criteria," S&P said.

"The outlook is positive. Over the next year, we expect KCS'
revenues to benefit from modest pricing increases and volumes to
benefit from the gradually improving economy in Mexico. We also
expect KCS' earnings, credit metrics, and liquidity to continue to
improve because of efficiency improvements, lower interest
expense, and debt reduction. However, we expect KCS to pay higher
cash taxes in 2013, which could result in a modest deterioration
in some credit metrics," S&P said.

"We could raise the ratings if earnings improvement results in
funds from operations to total debt of 35% or higher and debt to
capital remains less than 45% on a sustained basis. We could
revise the outlook to stable if weaker-than-expected economic
growth or aggressive financial policies result in reduced
liquidity, funds from operations to total debt declining below
30%, or debt to capital rising above 50% without recovering," S&P
said.

RATINGS LIST

Kansas City Southern
Corporate Credit Rating             BB+/Positive/--

New Ratings

Kansas City Southern Railway Co.
Senior Unsecured
  $200 mil rev credit fac            BBB-
   Recovery Rating                   1
  $551 mil term loans                BBB-
   Recovery Rating                   1

Kansas City Southern de Mexico S.A. de C.V.
Senior Secured
  $200 mil rev credit fac            BBB-
   Recovery Rating                   2

Ratings Withdrawn
                                     To             From
Kansas City Southern Railway Co.
Senior Secured                      NR             BBB
  Recovery Rating                    NR             1


KINBASHA GAMING: Incurs $391,000 Net Loss in Sept. 30 Quarter
-------------------------------------------------------------
Kinbasha Gaming International, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $391,000 on $25.3 million of
net revenues for the three months ended Sept. 30, 2012, compared
with a net loss of $4.7 million on $22.4 million of net revenues
for the prior year period.

For the six months ended Sept. 30, 2012, the Company had a net
loss of $2.3 million on $49.3 million of net revenues, compared
with a net loss of $10.0 million on $41.7 million of net revenues
for the six months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$150.0 million in total assets, $201.9 million in total
liabilities, and a stockholders' deficit of $51.9 million.

"We incurred net losses during fiscal years 2012 and 2011 and in
the first six months of fiscal 2013, and as of June 30, 2012, and
March 31, 2012, and 2011, we had working capital and shareholders'
deficits.  Starting in 2006, we had begun experiencing financial
problems, which has caused us to become delinquent in repayment of
a large portion of our debt.

"We do not have the financial resources or liquidity to repay our
debt that is in default."

Marcum LLP, in Los Angeles, Calif., expressed substantial doubt
about Kinbasha's ability to continue as a going concern following
their audit of the Company's financial statements for the fiscal
year ended March 31, 2012.  The independent auditors noted that
the Company has incurred substantial losses, its current
liabilities exceeds its current assets and the Company is
delinquent on the repayment of its capital lease obligations.

A copy of the Form 10-Q is available at http://is.gd/UURh46

Westlake Village, California-based Kinbasha Gaming International,
Inc., owns and operates retail gaming centers, commonly called
"pachinko parlors," in Japan.  These parlors, which resemble
Western style casinos, offer customers the opportunity to play the
games of chance known as pachinko and pachislo.  Pachinko gaming
is one of the largest entertainment business segments in Japan.

These operations are conducted predominately through Kinbasha's
98% owned Japanese subsidiary, Kinbasha Co. Ltd. ("Kinbasha
Japan").  Kinbasha Japan has been in this business since 1954.  As
of September 30, 2012, the Company operated 21 pachinko parlors,
of which 18 were in the Japanese prefecture of Ibaraki, two were
in the Tokyo metropolis, and one was in the Chiba prefecture.


LATTICE INCORPORATED: Incurs $107,300 Net Loss in Third Quarter
---------------------------------------------------------------
Lattice Incorporated filed its quarterly report on Form 10-Q,
reporting a net loss of $107,317 on $2.7 million of revenue for
the three months ended Sept. 30, 2012, compared with a net loss of
$929,169 on $2.5 million of revenue for the same period last year.
The decrease in net loss was mainly due to higher gross profit
generated in the Telecom segment and lowered operating expenses as
a result of restructuring the Government segment in line with
declined revenues.

For the nine months ended Sept. 30, 2012, the Company had net
income of $20,982 on $8.6 million of revenue, compared with a net
loss of $3.4 million on $9.0 million of revenue for the same
period of 2011.  "The prior year net loss included an impairment
charge of $1,575,000 to the carrying value of intangible assets
associated with the Government services segment.  The remaining
improvement was driven by lower expenses from restructuring the
Government Services segment costs in line with the decrease in
revenues.  Additionally, non-cash share based compensation
decreased from $194,487 to $4,253."

The Company's balance sheet at Sept. 30, 2012, showed $5.4 million
in total assets, $6.5 million in total liabilities, and a
stockholders' deficit of $1.1 million.

"At Sept. 30, 2012 the Company had a working capital deficiency of
$2,940,000.  This compared to a working capital deficiency of
$2,643,000 at Dec. 31, 2011.  The Company's working capital
deficiency and constrained liquidity raises substantial doubt
regarding the Company's ability to continue as a going concern."

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

                        About Lattice Inc.

Pennsauken, New Jersey-based Lattice Incorporated provides
telecommunications services to correctional facilities and
specialized telecommunication service providers in the United
States.

                           *     *     *

As reported in the TCR on April 10, 2012, Acquavella, Chiarelli,
Shuster, Berkower & Co., LLP, in Iselin, N.J., expressed
substantial doubt about Lattice's ability to continue as a going
concern.  The independent auditors noted that the Company requires
additional working capital to meet its current liabilities.


LEHMAN BROTHERS: BNP Paribas Revised Claim Approved
---------------------------------------------------
Lehman Brothers Holdings Inc. inked an agreement authorizing the
filing of BNP Paribas' claim against the company's commercial
paper unit.

The new claim filed on November 26 amends an earlier claim, which
BNP filed against Lehman's commercial paper unit to recover more
than $20.9 million.  The agreement is available without charge at
http://is.gd/VUImkQ

                       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)


LUCID INC: William Shea Discloses 8.4% Equity Stake
---------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, William J. Shea disclosed that, as of
Nov. 20, 2012, he beneficially owns 750,801 shares of common stock
of Lucid, Inc., representing 8.4% of the shares outstanding.  Mr.
Shea previously reported beneficial ownership of 563,985 common
shares or a 6.5% equity stake as of Sept. 30, 2012.  A copy of the
amended filing is available for free at http://is.gd/75AMsK

                          About Lucid Inc.

Rochester, N.Y.-based Lucid, Inc., is a medical device company
that designs, manufactures and sells non-invasive cellular imaging
devices that assist physicians in the early detection of disease.
The Company's VivaScope(R) platform produces rapid noninvasive,
high-resolution cellular images for subsequent diagnostic review
by physicians, pathologists and other diagnostic readers.

The Company's balance sheet at Sept. 30, 2012, showed
$2.80 million in total assets, $10.13 million in total
liabilities, and a $7.32 million total stockholders' deficit.

As reported in the TCR on April 9, 2012, Deloitte & Touche LLP, in
Rochester, New York, expressed substantial doubt about Lucid'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 of the Company's recurring losses from
operations, deficit in equity, and projected need to raise
additional capital to fund operations.


LUXEYARD INC: Has $3.6-Mil. Operating Loss in Third Quarter
-----------------------------------------------------------
Luxeyard, Inc.'s net profit for the nine months ended Sept. 30,
2012, was $6.2 million and for the three month period ended
Sept. 30, 2012, was $3.6 million compared to a $47,544 loss for
the period from inception to Sept. 30, 2011, and a $43,754 loss
for the three month period ended Sept. 30, 2012.

The income was primarily from a gain on the Company's complex
derivatives of $19.6 million for the nine month period ended
Sept. 30, 2012, and a gain of $6.1 million for the three month
period ended Sept. 30, 2012.  "These gains were triggered by a
drop in the market value of our common shares.  Operating loss for
the nine month period ended Sept. 30, 2012, was $13.3 million and
for the three month period ended Sept. 30, 2012, was
$3.6 million."

For the nine months ended Sept. 30, 2012, the Company had revenues
of $1.4 million compared to revenue of $0 for the period from
inception to Sept. 30, 2011.  For the three month period ended
Sept. 30, 2012, the Company's revenue was $574,381.

The Company's balance sheet at Sept. 30, 2012, showed $1.5 million
in total assets, $5.8 million in total liabilities, and a
stockholders' deficit of $4.3 million.

"As of Sept. 30, 2012, we have generated minimal revenues since
inception.  We expect to finance our operations primarily through
our existing cash, our operations and any future financing.
However, there exists substantial doubt about our ability to
continue as a going concern because we will be required to obtain
additional capital in the future to continue our operations and
there is no assurance that we will be able to obtain such capital,
through equity or debt financing, or any combination thereof, or
on satisfactory terms or at all.  Additionally, no assurance can
be given that any such financing, if obtained, will be adequate to
meet our capital needs. If adequate capital cannot be obtained on
a timely basis and on satisfactory terms, our operations would be
materially negatively impacted.  Therefore, there is substantial
doubt as to our ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/g99wrl

Los Angeles, California-based Luxeyard, Inc., a Delaware
Corporation, is an internet company selling luxury goods on a
flash web site.  Luxeyard, Inc., is the parent company of the
wholly owned subsidiaries, LY Retail, LLC, incorporated under the
laws of the State of Texas on April 20, 2011, and LY Retail, LLC,
incorporated in the State of California on Nov. 8, 2011.


MANDALAY DIGITAL: Has Accumulated Deficit of $134-Mil. at Sept. 30
------------------------------------------------------------------
Mandalay Digital Group, Inc., formerly known as NeuMedia, Inc.,
filed its quarterly report on Form 10-Q, reporting a net loss of
$3.8 million on $912,000 of revenues for the three months ended
Sept. 30, 2012, compared with a net loss of $931,000 on
$1.9 million of revenues for the three months ended Sept. 30,
2011.

For the six months ended Sept. 30, 2012, the Company had a net
loss of $6.6 million on $2.2 million of revenues, compared with a
net loss of $1.7 million on $3.8 million of revenues for the six
moths ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$15.6 million in total assets, $11.8 million in total liabilities,
and stockholders' equity of $3.8 million.

The Company has incurred losses and negative annual cash flows
since inception.  During the six months ended Sept. 30, 2012, the
Company used $5.7 million of net cash.  At Sept. 30, 2012, the
Company had a working capital deficiency and accumulated deficit
of $3.9 million and $134.0 million, respectively.

According to the regulatory filing, the Company's current cash
resources will not be sufficient to fund its planned operations
for the next twelve months.  "Until we become cash flow positive,
we anticipate that our primary sources of liquidity will be cash
generated by our operating activities, as well as further
borrowings or further capital raises.  Because of the uncertainty
of these factors, we will need to raise funds to meet our working
capital needs."

"If we cannot raise any needed funds, we might be forced to make
substantial reductions in our operating expenses, which could
adversely affect our ability to implement our current business
plan and, ultimately, our viability as a company."

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

Mandalay Digital Group, Inc. (OTC Markets: MNDL) is a global
mobile data services provider.  Mandalay Digital is headquartered
in Los Angeles and has offices in Europe and Latin America to
support global sales and marketing.


MARINA BIOTECH: Signs Licensing Agreement With Tekmira
------------------------------------------------------
Marina Biotech, Inc., has entered into a license agreement with
Tekmira Pharmaceuticals Corporation, where Marina will provide
Tekmira a worldwide, non-exclusive license to Marina Biotech's
Unlocked Nucleobase Analog (UNA) technology for the development of
RNA interference therapeutics.  Tekmira will have full
responsibility for the development and commercialization of any
products arising under the Agreement.

In consideration for entering into the License Agreement, the
Company will receive an upfront payment in the amount of $300,000,
plus milestone payments upon the satisfaction of certain clinical
and regulatory milestone events and royalty payments in the low
single digit percentages on products developed by Tekmira that use
UNA technology.  Further terms of the Agreement were not
disclosed.

"We are pleased to enter into this agreement with Tekmira, a
leader in the development of RNAi-based therapeutics," stated J.
Michael French, president and chief executive officer of Marina
Biotech.  "Marina Biotech's UNA technology is quite novel.
Besides providing drug-like properties to an RNAi drug, UNAs also
eliminate passenger strand activity as well as reduce guide strand
mediated microRNA-like off-target activity.  The result is that
UNAs are able to significantly increase target specificity of an
RNAi compound to its gene target.  We look forward to a continued
relationship with the great team at Tekmira."

                        About Marina Biotech

Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation.  The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients.  The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.

On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated.  As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary.  As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.

KPMG LLP, in Seattle, expressed substantial doubt about Marina
Biotech's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has ceased substantially all day-to-day operations,
including most research and development activities, has incurred
recurring losses, has a working capital and accumulated deficit
and has had recurring negative cash flows from operations.

The Company reported a net loss of $29.42 million in 2011,
compared with a net loss of $27.75 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$11.75 million in total assets, $11.71 million in total
liabilities, and stockholders equity of $38,000.

                      May File for Bankruptcy

"We have experienced and continue to experience operating losses
and negative cash flows from operations, as well as an ongoing
requirement for substantial additional capital investment.  We
expect that we will need to raise substantial additional capital
to continue our operations beyond Oct. 31, 2012.  We are currently
pursuing a variety of funding options, including equity offerings,
partnering/co-investment, venture debt and commercial licensing
agreements for our technologies.  There can be no assurance as to
the availability or terms upon which such financing and capital
might be available.  If we are not successful in our efforts to
raise additional funds by Oct. 31, 2012, we may be required to
further delay, reduce the scope of, or eliminate one or more of
our development programs or discontinue operations altogether."

"As a result, there is a significant possibility that we will file
for bankruptcy or seek similar protection.  Moreover, it is
possible that our creditors may seek to initiate involuntary
bankruptcy proceedings against us, which would force us to make
defensive voluntary filing(s) of our own.  If we restructure our
debt or file for bankruptcy protection, it is very likely that our
common stock will be severely diluted if not eliminated entirely."


MCCLATCHY CO: Fitch Withdraws Rating on Senior Notes
----------------------------------------------------
Fitch Ratings has affirmed and withdrawn the Issuer Default
Ratings (IDR) and issue ratings of The McClatchy Company.
Fitch has decided to discontinue the ratings, which are
uncompensated.

Fitch affirms and withdraws the following ratings:

  -- IDR at 'B-';
  -- Senior secured notes at 'B/RR3';
  -- Senior unsecured notes and debentures at 'CCC/RR6'.

The Rating Outlook was previously Stable.


MERISEL INC: Incurs $10.0-Mil. Net Loss in Third Quarter
--------------------------------------------------------
Merisel, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $10.0 million on $13.2 million of net sales for the
three months ended Sept. 30, 2012, compared with a net loss of
$1.8 million on $16.6 million of net sales for the same period
last year.

During the three month period ended Sept. 30, 2012, the Company
recorded an impairment loss of $6.2 million related to its
trademarks compared to $0 impairment losses for the three month
period ended Sept. 30, 2011.  The impairment is primarily
attributes to weaker than expected revenue performance resulting
in lower projected revenues and royalty rates for the trademarks.
As of Sept. 30, 2012, the carrying value of the trademarks is $0.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $18.9 million on $41.5 million of net sales, compared with
a net loss of $3.1 million on $49.2 million of net sales for the
same period of 2011.

In addition to the impairment loss of $6.2 million during the
third quarter of 2012, the Company recorded in the first quarter
of 2012 an abandonment charge related to the Company's relocation
and consolidation of its manufacturing and production operations
from the 1st thorough 4th floors in its New York City facility to
its new 77,000 square feet facility in Carlstadt, New Jersey.
"The abandonment charge was $3,977,000 and consisted of $3,832,000
for estimated payments related to rent, termination payments,
taxes and utilities and $402,000 for the write-off of the
remaining leasehold improvements, partially offset by $257,000 for
the reversal of the deferred occupancy liability related to the
abandoned space."

The Company's balance sheet at Sept. 30, 2012, showed
$23.3 million in total assets, $34.1 million in total liabilities,
and a stockholders' deficit of $10.8 million.

"The Company had a cash balance of $286,000 at Sept. 30, 2012, and
experienced reduced revenues for the three and nine months ended
Sept. 30, 2012, compared to the same periods in 2011, resulting in
a net loss and net cash used in operating activities for the
interim periods then ended.  Additionally, during October 29th and
30th the Company's Carlstadt, New Jersey facility experienced
significant damage due to Hurricane Sandy.  The Company will incur
additional expenses for the replacement/repair of damaged
equipment and to continue to service its client base until the
facility is fully operational.  It is anticipated that the
additional costs incurred will exceed the insurance proceeds; the
extent to which is uncertain.  These factors raise substantial
doubt about the Company's ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/84nVi4

Merisel operates in a single reporting segment, the visual
communications services business.  It entered that business
beginning March 2005, through a series of acquisitions, which
continued through 2006.  These acquisitions include Color Edge,
Inc., and Color Edge Visual, Inc.; Comp 24, LLC; Crush Creative,
Inc.; Dennis Curtin Studios, Inc.; Advertising Props, Inc.; and
Fuel Digital, Inc.


MERITOR INC: Fitch Puts 'B-' Rating on $250-Mil. Senior Notes
-------------------------------------------------------------
Fitch Ratings has affirmed Meritor Inc.'s (MTOR) Issuer Default
Rating (IDR) of 'B' and its various issue ratings. In addition,
Fitch has revised the company's Rating Outlook to Stable from
Positive.  Fitch also has assigned a rating of 'B-/RR5' to MTOR's
private placement of $250 million in convertible senior notes due
2026.

MTOR's ratings apply to a $429 million secured revolving credit
facility; a $98 million secured term loan, and $1.0 billion of
senior unsecured notes.

The revision of MTOR's Rating Outlook to Stable from Positive is
due to persistently weak conditions in the global commercial truck
and industrial equipment markets, which has led to a decline in
demand for the company's products.  Fitch now expects continued
economic uncertainty in most of the regions where MTOR operates
will prolong the demand slump into at least the next 12 to 18
months and delay the strengthening of MTOR's credit profile that
had been incorporated into the prior positive outlook.  Although
restructuring actions taken by the company over the past year have
fundamentally improved its margin performance and ability to
generate free cash flow, most credit protection metrics are likely
to weaken somewhat from current levels over the coming year as the
company continues to deal with weakened demand.

Supporting MTOR's 'B' IDR is the work that it has undertaken over
the past year to improve product pricing and reduce costs.  These
factors contributed to the company posting a 6.1% Fitch-calculated
EBITDA margin in fiscal year (FY) 2012, up slightly from 5.8% in
FY 2011 despite a 4.4% decline in full-year revenue.  Fitch
expects the company will post an EBITDA margin in the 6% range in
FY 2013, as well, despite its public guidance that revenue in the
year will fall further to about $4 billion.  It is notable that
these are the strongest margins that the company has produced
since well before the last recession and additional restructuring
actions that the company is currently contemplating are likely to
result in further margin growth over the intermediate term.

Proceeds from the new convertible notes offering will be used to
repurchase or redeem existing debt in MTOR's capital structure and
for general corporate purposes.  Fitch expects that proceeds will
be targeted primarily toward reducing the outstanding principal on
the company's $250 million in 8 1/8% notes due 2015 and/or its
$300 million in 4.625% convertible notes due 2026.  MTOR's secured
credit facility (comprised of the term loan A and revolver), which
matures in April 2017, includes a 'springing maturity' provision
that accelerates its maturity to June 2015 if more than $100
million in principal is outstanding on the 8 1/8 notes on June 1,
2015.  Likewise, the credit facility's maturity will be
accelerated to November 2015 if, on Nov. 1, 2015, more than $100
million in principal is outstanding on the company's 4.625%
convertible senior notes and its share price is below the notes'
conversion price of $20.98.  The issuance of the new convertible
notes will therefore help MTOR address a portion of this
significant intermediate-term debt obligation.  MTOR has Board of
Directors approval to repurchase up to $150 million in public
debt, including up to $50 million prior to Dec. 15, 2012.

Although the Stable Outlook reflects Fitch's expectation that
MTOR's ratings will not change in the near term, over the longer
term Fitch could upgrade the ratings if market conditions
strengthen and continued restructuring actions lead to higher
margins, increased free cash flow and stronger credit protection
metrics.  In particular, Fitch will look for the company to begin
producing positive free cash flow on a sustained basis and for
leverage (debt/Fitch-calculated EBITDA) to fall below 4.0 times
(x) for an extended period.  On the other hand, Fitch could
undertake a negative rating action on MTOR if the global
commercial truck and industrial markets materially deteriorate
further, resulting in a meaningful erosion of the company's
liquidity and a substantial weakening of its credit profile.

As noted above, revenue in FY 2012 declined 4.4%, but the rate of
decline increased sharply through the course of the year, with
revenue down 19% in the fiscal fourth quarter.  Declines were
experienced in all of the company's segments, with economic
uncertainty affecting demand in the Commercial Truck and
Aftermarket & Trailer segments and sluggish demand for industrial
equipment in China driving down revenue in the Industrial segment.
Revenue is forecasted to remain weak through much of FY 2013
absent a near-term catalyst to drive a meaningful pickup in global
demand.  Also pressuring demand in FY 2013 will be the ramp-down
of the U.S. Military's Family of Medium Tactical Vehicles (FMTV)
program, which will slow orders for some of MTOR's most-profitable
products.

MTOR has responded to the weaker market conditions by undertaking
a number of margin-enhancing initiatives over the past year.  On
the revenue side, the company moved to a more value-based pricing
approach with its commercial truck customers and improved the
material cost recovery mechanisms in its commercial agreements.
On the cost side, the company exited its trailer business in
Europe and transferred its manufacturing facility in France to
Renault Trucks SAS.  The company also has reduced the ranks of its
executive staff and noted earlier this month that it will
reorganize its operating units, folding the Industrial segment
into the Commercial Truck segment, which will result in the
reduction of another vice president position.  In response to the
continued weakness in market conditions, the company mentioned
earlier this month that it will embark on a further restructuring
of its operations, part of which will include the elimination of a
further 475 employee positions and the closure of a
remanufacturing plant in Canada.

MTOR continues to have solid financial flexibility. The company's
liquidity position at Sept. 30, 2012, was relatively strong and
included $257 million in cash and cash equivalents, $428 million
of revolver availability and $100 million of receivables
securitization facility availability.  Cash obligations tied to
debt maturities are minimal over the next two years, although, as
noted earlier, obligations in FY 2015 and FY 2016 could be
substantial.  Free cash flow, including cash restructuring costs,
was modestly negative in FY 2012 at ($12) million and is likely to
be roughly breakeven in FY 2013 before accounting for cash
restructuring costs.  Notably, the FY 2012 figure included $25
million of discretionary pension contributions, which brought
contributions for the full FY to $102 million.  The company
estimates that FY 2013 pension contributions will be $73 million.

As of the end of FY 2012, the face value of MTOR's balance sheet
debt stood at $1.1 billion, in line with the level at the end of
FY 2011.  Combined with Fitch-calculated EBITDA of $269 million in
FY 2012 that was flat with the FY 2011 level, credit protection
metrics were unchanged year-over-year, with Fitch's calculation of
leverage at 4.1x at Sept. 30, 2012, and EBITDA interest coverage
at 2.8x the same as at Sept. 30, 2011.  Credit protection metrics
are likely to weaken in FY 2013, with Fitch-calculated leverage
potentially exceeding 4.5x temporarily before demand eventually
picks up and the company gains traction on its new restructuring
programs.

Fitch notes that its calculation of EBITDA differs from the MTOR's
'Adjusted EBITDA' calculation, primarily because Fitch's figures
do not include equity in earnings of affiliates, while MTOR's
figures include those earnings.  Equity in earnings of affiliates
was $52 million in FY 2012, down from $70 million in FY 2011.  In
addition to its balance sheet debt, MTOR utilizes several off-
balance sheet factoring and receivables securitization programs,
and these sales are not included in the leverage figures above.
As of Sept. 30, 2012, MTOR had utilized $255 million of off-
balance sheet program availability, of which $248 million was
through committed facilities related to receivables from AB Volvo.

MTOR's pension plans remain substantially underfunded. As of Sept.
30, 2012, the company's global plans were 74% funded, with a
shortfall of $529 million.  The company's U.S. plans, however,
were only 66% funded, with a projected benefit obligation that
exceeded the value of plan assets by $448 million.  The
substantial underfunded position of MTOR's pension plans continues
to weigh on the ratings, as low interest rates and the company's
election to utilize the funding relief provided by the Pension
Relief Act of 2010 have translated into significantly higher
expected cash contribution requirements over the next several
years.  In FY 2012, MTOR contributed $102 million to its global
plans, including $25 million of voluntary contributions.  For FY
2013, the company has projected that required contributions to its
global plans will be $73 million.  Over the longer term, an
eventual rise in interest rates will help to reduce MTOR's pension
contribution requirements, although there will be a lag of over
one year before any rate increase results in a decline in the
level of required contributions.

The rating of 'BB/RR1' on MTOR's secured credit facilities
reflects their substantial collateral coverage and outstanding
recovery prospects, estimated in the 90% to 100% range, in a
distressed scenario.  Collateral for the revolver and term loan
includes hard assets, accounts receivable, intellectual property
and investments in certain subsidiaries.  As of Sept. 30, 2012,
MTOR valued the assets backing the facility at $611 million.  The
rating of 'B-/RR5' on the company's unsecured notes (including the
proposed convertible notes) reflects Fitch's expectation that
recovery would be below average, in the 10% to 30% range, in a
distressed scenario.  The lower level of expected recovery for the
unsecured debt is due, in part, to the substantial amount of
higher-priority secured debt in MTOR's capital structure,
including the potential for a full draw on both the secured
revolver and the U.S. accounts receivable securitization facility.

WHAT COULD TRIGGER A RATING ACTION

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

  -- A decline in leverage to below 4.0x for a sustained period;
  -- An ability to produce positive free cash flow on a consistent
     basis;
  -- An increase in margins as a result of restructuring actions.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

  -- A material deterioration in the global commercial truck or
     industrial equipment markets;
  -- An unexpected acquisition that leads to an increase in
     leverage;
  -- An increase in debt to fund shareholder-friendly activities.

Fitch has taken the following rating actions on MTOR:

  -- IDR affirmed at 'B';
  -- Secured credit facility rating affirmed at 'BB/RR1';
  -- Senior unsecured rating affirmed at 'B-/RR5';
  -- New convertible senior notes due 2026 rating assigned at
     'B-/RR5';
  -- The Rating Outlook has been revised to 'Stable' from
     'Positive.'


MERRILL CORP: S&P Revises Outlook on 'CCC-' CCR to Developing
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on its 'CCC-' corporate credit rating on St. Paul,
Minn.-based Merrill Corp. to developing from positive.

"The CreditWatch revision is based on the risks surrounding the
imminent Dec. 22, 2012, maturity date of the existing first-lien
term loan and revolving credit facility," said Standard & Poor's
credit analyst Chris Valentine.

"Previously, the company announced plans to refinance its
revolving credit facility due 2012, $374 million first-lien term
loan due December 2012, and $219 second-lien notes due November
2013. At this time, the financing has not closed and the risks
that a transaction will not be completed prior to maturity have
increased. In concluding our CreditWatch review, if a financing
closes, we will evaluate the final credit agreement terms and
conditions compared to our initial expectations. We could raise
the corporate credit rating to 'B-' if Merrill Corp. completes the
proposed refinancing transaction at the expected pricing levels
with covenant headroom of at least 20%. Given the delay in the
transaction, we see a risk that these terms could be less
favorable than we previously anticipated. If changes in terms and
conditions result in free cash flow at only about breakeven, we
would likely raise our corporate credit rating by two notches to
'CCC+'. If the company is unsuccessful in refinancing its debt, we
would lower our rating to 'D'. We expect to resolve our
CreditWatch listing in December, either upon closing of the
refinancing transaction, or if the company defaults on its
obligations," S&P said.

"We view Merrill Corp.'s financial risk profile as 'highly
leveraged' because of its high debt leverage, near-term debt
maturities, and a historically narrow cushion of covenant
compliance. Merrill Corp.'s business risk profile, in our opinion,
is 'vulnerable' because of the high degree of volatility in
operating performance given the company's reliance on the
financial services industry, and intense competition in niche
segments of the printing and document services industry," S&P
said.

"In concluding our CreditWatch review, if a refinancing closes, we
will evaluate the final credit agreement terms and conditions
compared to our expectations. We could raise the rating to 'B-' if
Merrill Corp. completes the proposed refinancing transaction at
the expected pricing levels with a margin of covenant compliance
of at least 20%. Any changes in the terms and conditions or
pricing levels could result in our raising our corporate credit
rating by only two notches to 'CCC+'. Conversely, if the company
is unable to refinance the facility or extend debt maturities, we
would likely lower the rating given the Dec. 22, 2012, debt
maturities and short timeframe to attempt another transaction or
obtain an extension," S&P said.


MINT LEASING: Reports $49,500 Net Income in Third Quarter
---------------------------------------------------------
The Mint Leasing, Inc., reported net income of $49,526 on
$2.2 million of revenues for the three months ended Sept. 30,
2012, compared with a net loss of $9,849 on $3.1 million of
revenues for the same period last year.  According to the
regulatory filing, the improvement of $59,375 in net income was
the result of higher gross profit, a decrease in cost of revenues
associated with new leases, and the Company's ability to control
operating expenses for the three months ended Sept. 30, 2012,
compared to the three months ended Sept. 30, 2011.

For the nine months ended Sept. 30, 2012, the Company had net
income of $349,199 on $8.7 million of revenues, compared with a
net loss of $801,148 on $9.1 million of revenues for the
corresponding period of 2011.  "This improvement of $1,150,347 in
net income was mainly the result of the increase in amortization
of unearned income related to sales, the decrease in total cost of
revenues associated with new leases and the Company's ability to
control operating expenses."

The Company's balance sheet at Sept. 30, 2012, showed
$25.3 million in total assets, $24.0 million in total liabilities,
and stockholders' equity of $1.3 million.

As reported in the TCR on April 17, 2012, M&K CPAS, PLLC, in
Houston, Texas, issued a going concern opinion on Mint Leasing's
audited financial statements for the years ended Dec. 31, 2011,
and 2010.  The independent auditors noted that the Company has a
significant amount of debt due within the next 12 months.  "The
Company has historically been successful at renegotiating their
loans and renewing such loans.  If the Company is not successful
in obtaining renewals or renegotiating its loans these matters
raise substantial doubt about its ability to continue as a going
concern."

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

Houston, Texas-based The Mint Leasing, Inc., is a company in the
business of leasing automobiles and fleet vehicles throughout the
United States.  Most of its customers are located in Texas and
seven other states in the Southeast.  Lease transactions are
solicited and administered by the Company's sales force and staff.
Mint's customers are comprised of brand-name automobile dealers
that seek to provide leasing options to their customers and
individuals, many of whom would otherwise not have the opportunity
to acquire a new or late-model-year vehicle.


MOUNTAIN PROVINCE: Raises $47 Million from Rights Offering
----------------------------------------------------------
Mountain Province Diamonds Inc. completed its previously announced
rights offering, which expired on Nov. 28, 2012, raising gross
proceeds of $47 million.  A total of 54,869,243 rights were
exercised for 9,144,870 common shares.  In addition, a further
1,705,199 common shares were subscribed for under additional
subscription privilege.  A total of 10,850,069 common shares were
subscribed for, which represents an 80.65 percent take-up under
the rights offering.

The balance of the rights shares were taken up by Bottin
(International) Investments Ltd. (controlled by Dermot Desmond),
currently Mountain Province's largest shareholder, which provided
a standby commitment to subscribe for those rights shares not
otherwise subscribed for on the exercise of the rights.

Patrick Evans, Mountain Province President and CEO, said: "We are
pleased with the strong support our rights offering received from
shareholders and welcome the continuing support of our major
shareholder.  The proceeds of the offering will be used primarily
to fund Mountain Province's 49 percent share of the 2013 capital
budget for the development of the Gahcho Kue diamond mine.
Permitting of the project continues to progress on schedule with
the final public hearing under the environmental review schedule
for next week.  Subject to the successful permitting, we expect
construction of the mine to commence next year."

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49% interest in the Gahcho Kue Project.

After auditing the financial statements for the year ended
Dec. 31, 2011, KPMG LLP, in Toronto, Canada, noted that the
Company has incurred a net loss in 2011 and expects to require
additional capital resources to meet planned expenditures in 2012
that raise substantial doubt about the Company's ability to
continue as a going concern.

The Company reported a net loss of C$11.53 million for the year
ended Dec. 31, 2011, compared with a net loss of C$14.53 million
during the prior year.

Mountain Province's balance sheet at Sept. 30, 2012, showed
C$53.03 million in total assets, C$8.81 million in total
liabilities and C$44.22 million in total shareholders' equity.

NEIMAN MARCUS: Fitch Lowers Senior Secured Loan Rating to 'B'
-------------------------------------------------------------
Fitch Ratings has downgraded the rating on the Neiman Marcus
Group, Inc.'s (NMG) senior secured term loan and 7.125% secured
debentures to 'B/RR4' from 'B+/RR3', given more secured debt in
the capital structure.  NMG is issuing a $500 million senior
secured incremental term loan due 2018, and plans to use the
proceeds to repay its senior subordinated notes due October 2015.
The rating on the 10.375% senior subordinated notes is withdrawn.
Fitch has also affirmed its ratings on Neiman Marcus, including
the Issuer Default Rating (IDR) on Neiman Marcus, Inc. and its
subsidiary, The Neiman Marcus Group, Inc., at 'B'.  The Rating
Outlook has been revised to Positive from Stable.  NMG had $2.86
billion of debt outstanding as of Oct. 27, 2012.

The ratings reflect NMG's continued improvement in EBITDA on
strong mid-to-high single-digit top-line growth over the past two
years.  The company ended its fiscal year 2012 (ending July 2012)
with adjusted debt/EBITDAR at 5.1x on comparable store sales
(comps) growth of 7.9% and EBITDA of $592 million.

The revision to Positive Outlook reflects Fitch's expectation that
Neiman Marcus will continue to improve EBITDA above the $600
million level in fiscal 2013 if comps are sustained in the mid-
single-digit range.  This would take leverage to the high 4.0x
range over the next 12-24 months.  However, the overhang of the
fiscal cliff with expected higher taxation on wealthy consumers as
well as a slowdown in international tourist traffic could
potentially dampen top-line growth to the low single-digit range
over the next two years.  In addition, the current quarter is
expected to be affected by the disruptions from Hurricane Sandy,
which could hurt both top-line and gross margins.

Liquidity and Refinancing Risk: Reflecting the $449 million
dividend payment made in March 2012 to its fiscal sponsors, the
company had approximately $69 million in cash on hand and $455
million of availability under its $700 million asset-based
revolving credit facility (ABL revolver) as of Oct. 27, 2012.
Fitch expects NMG to generate annual free cash flow (FCF) in the
$100 million-$150 million range over the next couple of years,
even with capital expenditures at the $170 million-$180 million
level.

The refinancing of the $500 million of subordinated notes due in
October 2015 should help push the maturities further off, with the
next maturity being the ABL revolver due May 2016.  Given the
first-lien security package and NMG's strong liquidity and FCF
profile, Fitch expects the company will be able to refinance this
maturity.

The ratings of the various classes of debt listed below reflect
their respective recovery prospects.  Fitch's recovery analysis
assumes an enterprise value (EV) of $1.8 billion in a distressed
scenario.  This is based on a distressed EBITDA of $300 million
and market valuation of 6.0x EV/EBITDA.

Applying this value across the capital structure results in
outstanding recovery prospects (91%-100%) for the revolving credit
facility, which is rated three notches above the IDR at 'BB/RR1'.
The $700 million credit facility maturing in May 2016 is secured
by a first lien on inventory and cash of NMG and the subsidiary
guarantors and a second lien on real estate, capital stock and all
other tangible and intangible assets, including a significant
portion of NMG's owned and leased real property (which currently
consists of approximately half of NMG's full-line retail stores)
and equipment.

The $2.56 billion term loan (which includes the new incremental
$500 million) and the $125 million of 7.125% secured debentures
are secured by a first lien on the company's fixed and intangible
assets and a second lien on inventory and cash.  They are expected
to have average recovery prospects (31%-50%) and are rated at the
same level as the IDR at 'B/RR4'.

What Would Lead to Consideration of a Positive Rating Action:
A positive rating action could result if recent strong operating
trends remain on track and NMG can sustain leverage in the low
5.0x range.

What Would Lead to Consideration of a Negative Rating Action:
A negative rating action could result in the event of significant
pressure on same-store sales trends, resulting in reduced
financial flexibility and liquidity.

Fitch has taken the following rating actions:

Neiman Marcus, Inc.

  -- Long-Term IDR affirmed at 'B'.

The Neiman Marcus Group, Inc.

  -- Long-Term IDR affirmed at 'B';
  -- Secured revolving credit facility affirmed at 'BB/RR1';
  -- Secured term loan facility downgraded to 'B/RR4' from
     'B+/RR3';
  -- Secured debentures downgraded to 'B/RR4' from 'B+/RR3';
  -- Senior subordinated notes' 'CCC/RR6' rating withdrawn.

The Rating Outlook is revised to Positive from Stable.


NELSON EDUCATION: S&P Cuts CCR to 'CCC+' on Weak Performance
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Toronto-based Nelson Education Ltd. to 'CCC+'
from 'B-'. The outlook is negative.

At the same time, Standard & Poor's lowered its issue-level rating
on the company's senior secured first-lien debt one notch to 'B-'
from 'B'. The '2' recovery rating on the debt is unchanged.

"In addition, we lowered our issue-level rating on Nelson's senior
secured second-lien term loan to 'CCC-' from 'CCC'. The recovery
rating on the debt is unchanged at '6'," S&P said.

"The downgrade reflects what we view as Nelson's weak operating
performance, including ongoing lower revenue and EBITDA, which we
expect will continue in 2013," said Standard & Poor's credit
analyst Lori Harris.

"The decline in the company's EBITDA has led to very high adjusted
debt leverage of 12x for the 12 months ended Sept. 30, 2012, up
from about 10.5x the year before. Furthermore, Nelson faces
refinancing risk with its revolving credit facility maturing in
July 2013, as well as its senior secured first-lien term loan
maturing in July 2014 and senior secured second-lien term
loan maturing in July 2015," S&P said.

The ratings on Nelson reflect Standard & Poor's view of the
company's "vulnerable" business risk profile and "highly
leveraged" financial risk profile. "We base our business risk
assessment on the company's weak operating performance, lack of
geographic diversity given the high proportion of its sales in
Ontario, and participation in the challenging educational
publishing industry, which is mature and characterized by reduced
revenues given lower government funding and increased product
alternatives. These factors are partially offset by what we
consider the company's solid market position in the Canadian
educational publishing industry. We base our financial risk
assessment on a very aggressive financial policy, highly leveraged
capital structure, and limited financial flexibility. In addition,
the company could face refinancing risk given that its debt
facilities start maturing in July 2013," S&P said.

"The negative outlook reflects our expectation that we could lower
the ratings on Nelson in the next year if the company fails to
address its refinancing risk. We could also consider lowering our
ratings on Nelson if the company's operating performance weakens
more than we expect or if there is less than a 10% EBITDA cushion
within the financial covenant. We could revise the outlook to
stable after completion of a debt refinancing and if the company
demonstrates sustainable improvement in its operating performance,
including revenue and margin stability, which we expect would
result in adequate covenant cushion with continued debt
repayment," S&P said.


NEW GOLD: S&P Rates New $500-Mil. Senior Unsecured Notes 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '3' recovery rating to New Gold Inc.'s US$500 million
senior unsecured notes.

"A '3' recovery rating indicates our expectation of meaningful
(50%-70%) recovery in a default scenario. We expect the notes will
rank equally with all of New Gold's existing and future unsecured
and unsubordinated indebtedness," S&P said.

"We assume that the proceeds of the notes will be used to advance
the company's growth aspirations rather than for any major
shareholder-friendly initiatives," S&P said.

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

"The ratings on New Gold reflect what we view of the company's
limited operating diversity, exposure to volatile metals prices,
and short reserve lives at its gold mines," said Standard & Poor's
credit analyst George Economou. "These risks are counterbalanced
by what we consider the company's attractive first-quartile cost
position, low political risk, and expected double-digit growth
rates in gold production," Mr. Economou added.

New Gold operates four gold mines in Canada, the U.S., Mexico, and
Australia, and holds interests in several development projects in
British Columbia and Chile.

"The stable outlook reflects our view that New Gold's expanding
production profile at declining cash costs should support
financial flexibility and credit measure generation in the next
12-18 months. Under our base case assumptions, we expect New Gold
to generate fully adjusted debt to EBITDA of about 2x and an FFO
to debt of close above 40%, with increasing free cash flow in the
second half of 2012 as New Afton growth capital spending
subsides," S&P said.

"We could lower the rating if unexpected operational disruptions,
higher costs, or weaker metals prices compress the company's gold
margins while credit measures deteriorate sustainably with an
adjusted debt to EBITDA of more than 3.5x and an adjusted FFO to
debt below 25%," S&P said.

"We could consider a positive rating action if New Gold continues
to enhance its operating profile by adding producing assets that
optimize cash flow diversity and reserve life, while maintaining
its significant financial risk profile," S&P said.


NEXSTAR BROADCASTING: Prices 8-Mil. Shares at $9.25 Apiece
----------------------------------------------------------
Nexstar Broadcasting Group, Inc., announced the pricing of the
previously announced sale by selling stockholders, funds
affiliated with ABRY Partners, LLC, of 8 million shares of the
Company's Class A common stock at $9.25 per share.

The offering consists entirely of secondary shares to be sold by
the selling stockholders.  The Company will not sell any shares in
the offering and will not receive any proceeds from the offering.

The selling stockholders have granted the underwriters a 30-day
option to purchase up to an additional 1.2 million shares of Class
A common stock on the same terms and conditions.  Credit Suisse
Securities (USA) LLC, Wells Fargo Securities, LLC, and UBS
Securities LLC are the joint book-running managers of the
offering.  RBC Capital Markets, LLC, and Evercore Group L.L.C. are
acting as co-managers of the offering.

                 About Nexstar Broadcasting Group

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

The Company reported a net loss of $11.89 million in 2011, a net
loss of $1.81 million in 2010, and a net loss of $12.61 million in
2009.

The Company's balance sheet at Sept. 30, 2012, showed
$611.35 million in total assets, $771.63 million in total
liabilities and a $160.27 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Oct. 26, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Irving, Texas-based
Nexstar Broadcasting Group Inc. and on certain subsidiaries to
'B+' from 'B'.  "The rating action reflects our view that the
stations that Nexstar will acquire from Newport will improve the
company's business risk profile and that trailing-eight-quarter
leverage will improve to 6x or less over the intermediate term,"
said Standard & Poor's credit analyst Daniel Haines.

In the Oct. 26, 2012, edition of the TCR, Moody's Investors
Service upgraded the corporate family and probability of default
ratings of Nexstar Broadcasting, Inc. (Nexstar) to B2 from B3.
The upgrade and positive outlook incorporate expectations for
continued improvement in the credit profile resulting from both
the transaction and Nexstar's operating performance.


OPEN SOLUTIONS: Moody's Cuts CFR/PDR to 'Caa2'; Outlook Positive
----------------------------------------------------------------
Moody's Investors Service downgraded Open Solutions Inc.'s
corporate family and probability of default ratings to Caa2 from
B3, its senior secured credit facilities to B3 from B1, and the
rating for its senior subordinated notes to Caa3 from Caa2. The
downgrade reflects Open Solutions' weak operating performance and
its approaching debt maturities. Moody's maintained a negative
ratings outlook to reflect the potential for further deterioration
in Open Solutions' credit metrics due to its limited financial
flexibility and a highly competitive market.

Ratings Rationale

Moody's downgraded Open Solutions' debt ratings to reflect a
growing mismatch between Open Solutions' earnings and debt levels.
The downgrade also reflects Open Solutions' weak revenue growth
prospects and elevated risk of default and impairment across the
capital structure if the company is unable to address its debt
maturities. While the company is pursuing recapitalization
alternatives, the risks are exacerbated by the uncertainty, which
is hurting the sales of its DNA core processing platform. Moody's
Analyst Raj Joshi said, "Absent the infusion of new equity or a
purchase by a strategic buyer in the near future, the potential
for credit losses is high, especially for the unsecured and
subordinated bondholders."

The Caa2 corporate family rating reflects Open Solutions' very
high debt leverage (approximately 9.9x total debt-to-EBITDA,
Moody's adjusted), limited financial flexibility and expectations
for further deterioration in free cash flow. Open Solutions' free
cash flow deficit widened in the YTD 3Q 2012 period compared to
the same period a year ago. The Caa2 rating also considers Open
Solutions' small scale and limited product offerings relative to
its larger, better capitalized, and more diversified competitors,
who are benefiting from Open Solutions' balance sheet challenges.
Open Solutions' very high financial risk profile eclipses the
benefits from the company's high levels of recurring revenue, its
reported good retention trends for its DNA processing platform,
low customer revenue concentration, and although declining, a good
backlog of recurring revenues.

The negative outlook considers Open Solutions' weak liquidity,
including approaching debt maturities (nearest funded debt
maturity is in January 2014), and potential for further
deterioration in operating cash flow due to its limited financial
flexibility and a highly competitive market.

Moody's could downgrade Open Solutions' rating if liquidity
continues to weaken further and if the company is unable to extend
its debt maturities by the maturity date.

Moody's could upgrade Open Solutions' ratings if the company
successfully recapitalizes the business in line with its earnings.
Moody's could stabilize Open Solutions' ratings outlook and
upgrade its ratings if the company reduces debt leverage to below
7.0x and if Moody's believes that Open Solutions can maintain
sustainable revenue growth and produce free cash flow.

Moody's has taken the following ratings actions:

Issuer: Open Solutions, Inc.

  Corporate Family Rating -- Downgraded to Caa2, from B3

  Probability of Default Rating -- Downgraded to Caa2, from B3

  $30 million senior secured revolving credit facility due
  January 2013-- Downgraded to B3, LGD2 (27%), from B1 LGD2
  (27%),

  $539 million outstanding senior secured term loan facility due
  January 2014 -- Downgraded to B3, LGD2 (27%), from B1 LGD2
  (27%),

  $325 million of 9.75% senior subordinated notes due February
  2015 -- Downgraded to Caa3, LGD5 (86%), from Caa2 LGD5 (86%),

Outlook action

Outlook: Negative

The principal methodology used in rating Open Solutions Inc was
the Global Software Industry Methodology published in October
2012. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Glastonbury, Connecticut, Open Solutions Inc. is
a provider of data processing and information management software
and services to banks, thrifts and credit unions. The company is
owned by funds affiliated to The Carlyle Group and Providence
Equity Partners.


ORIENTAL TRADING: S&P Raises Corporate Credit Rating to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Omaha, Neb.-based direct marketer Oriental Trading Co.
Inc. (OTC) to 'BB-' from 'B'. "At the same time, we raised our
issue-level rating on the company's $220 million term loan to 'BB-
' from 'B' and maintained our '4' recovery rating on this debt
instrument," S&P said.

"We removed the ratings from CreditWatch, where they were placed
with positive implications on Nov. 6, 2012. The outlook is
stable," S&P said.

"Following this action, we will withdraw all ratings on OTC, as
the term loan has been repaid in full and the company has
requested that we withdraw the corporate credit rating," S&P said.

Berkshire Hathaway Inc. (AA+/Negative/A-1+) has completed its
acquisition of OTC. "One notch of the upgrade reflects our view
that OTC's recent efforts to revitalize the company's brand will
continue to propel operational gains and support cash flow
generation for the company," said Standard & Poor's credit
analyst Mariola Borysiak. "The other notch is based on our group
methodology criteria. We view OTC as a nonstrategic member of the
Berkshire Hathaway organization, and not important enough to
warrant additional liquidity, capital, or risk transfer support
from the rest of the group in some foreseeable circumstances.
Nevertheless, because we believe there is potential for some
minimal support from the group, this lends one additional notch to
the rating."


OVERSEAS SHIPHOLDING: Has 5-Member Creditors' Committee
-------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the
Chapter 11 case of Overseas Shipholding Group Inc., pursuant to
Section 1102(a)(1) of the Bankruptcy Code.  The Committee consists
of:

     1. DNB Bank ASA, New York Branch
        Administrative Agent
        Attn: Sanjiv Nayar
        200 Park Avenue, 31st Floor
        New York, NY 10166
        Tel: 212-681-3862
        Fax: 212-681-3900

     2. The Bank of New York Mellon
        Indenture Trustee of 8.125% Notes Maturing 2018
        Attn: Alex Chang
        101 Barclay Street - 8W
        New York, NY 10286
        Tel: 212-815-2816

     3. John Hancock Life Insurance Company (USA)
        Attn: Michael Short
        197 Clarendon Street
        Boston, MA 02116
        Tel: 617-572-0335

     4. Pension Benefit Guaranty Corporation
        Attn: Darren Huff
        1200 K Street NW
        Washington DC 20005
        Tel: 202-326-4070 ext 3467
        Fax: 202-842-2643

     5. MCA Associates, Inc.
        Attn: Andrew McAleer
        8 Sound Shore Drive, Suite 275
        Greenwich CT 06830
        Tel: 203-622-6878
        Fax: 203-622-6519

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, 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 owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
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.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.


OVERSEAS SHIPHOLDING: Greylock's John Ray III to Serve as CRO
-------------------------------------------------------------
Overseas Shipholding Group, Inc., and its affiliates filed papers
in Court seeking approval to designate John J. Ray III of Greylock
Partners LLC, as their Chief Reorganization Officer, and to employ
additional Greylock personnel to support their reorganization
efforts.

Mr. Ray established the firm and serves as its Senior Managing
Director.  Mr. Ray has provided a full range of crisis management
services throughout North America to under-performing companies,
including interim management and debtor advisory work; bankruptcy
preparation and management; litigation support; post-merger
integration; and debt restructuring and refinancing. Mr. Ray has
previously served as interim chief executive officer, chief
reorganization officer and in similar roles for various public and
private companies, including Enron Corp. and Nortel Networks Inc.

Greylock will bill on an hourly basis based on the actual hours
worked pursuant to current hourly billing rates, which range from
$150 for an associate to $595 for a senior managing director.  The
hourly rates for Mr. Ray and the Additional Personnel anticipated
to be assigned to the case matter and their hourly rates are:

     Name                   Description              Hourly Rate
     ----                   -----------              -----------
     John J. Ray, III Sr    Managing Director           $595
     Richard Lydecker       Managing Director           $550
     Kathryn Schultea       Managing Director           $550
     Raj Perubhatla         Senior Director             $500
     Mary Cilia             Senior Director             $500
     Charrise Fraccascia    Director                    $425
     Terry Smith            Director                    $425
     David Kantorczyk       Director                    $425
     Brandon Bangerter      Director                    $425
     Roger Smith            Associate                   $225
     Felicia Buenrostro     Associate                   $150

Greylock will be reimbursed for all reasonable, documented, out-
of-pocket expenses incurred during this engagement.

Prior to the Petition Date, Greylock received an evergreen
retainer of roughly $250,000 from the Debtors.  Greylock also
received advances prior to the Petition Date which amount is
outstanding as of the Petition Date of $853,179.

Mr. Ray attests neither Greylock nor any professional employee or
independent contractor of Greylock has any connection with or any
interest adverse to the Debtors, their significant creditors, or
any other significant party in interest known to Greylock, or
their attorneys and accountants; and that Greylock is a
"disinterested person" as that term is defined by Section 101(14)
of the Bankruptcy Code.

There's a hearing Dec. 7 to approve the firm's employment.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, 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 owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
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.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.


OVERSEAS SHIPHOLDING: Hiring Kurtzman Carson as Admin. Consultant
-----------------------------------------------------------------
Overseas Shipholding Group Inc., and its affiliated debtors seek
Court authority to employ Kurtzman Carson Consultants LLC to
provide certain administrative services effective as of the
Petition Date, and on the terms and conditions set forth in an
engagement agreement, dated as of Oct. 31, 2012.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate there will be thousands of
creditors and other parties in interest to be noticed.  In view of
the anticipated number of creditors and parties in interest and
the complexity of the Debtors' businesses, the Debtors submit that
their retention of KCC to provide Administrative Services is both
necessary and in the best interest of the Debtors, their estates
and other parties in interest.

The parties' Engagement Agreement provides for a $75,000 retainer,
which the Debtors paid to KCC prior to the Petition Date.  KCC
will hold the retainer as security during the cases for the
payment of postpetition fees and expenses in connection with
services rendered by KCC as set forth in the Engagement Agreement.

The Debtors are already hiring KCC as claims and noticing agent.
The Bankruptcy Court approved KCC's engagement as claims and
noticing agent on Nov. 15.

KCC attests it does not hold or represent an interest adverse to
the estate, and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, 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 owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
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.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.


OVERSEAS SHIPHOLDING: Schedules Filing Deadline Moved to Feb. 27
----------------------------------------------------------------
Overseas Shipholding Group Inc., and its affiliated debtors won a
75-day extension -- through and including Feb. 27, 2013 -- of the
deadline to file schedules of assets and liabilities, and
statements of financial affairs.

The Court also extended for an extra 16 days -- through and
including Dec. 14, 2012 -- the Debtors' deadline to file a list of
equity security holders.

In asking for an extension, the Debtors cited the size and
complexity of their businesses, the significant amount of
information that must be accumulated and analyzed properly to
prepare the Schedules and Statements.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, 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 owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
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.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.


PABELLON DE LA VICTORIA: Files Schedules of Assets and Liabilities
------------------------------------------------------------------
Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE) Inc.
filed with the Bankruptcy Court for the District of Puerto Rico
its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $12,620,000
  B. Personal Property             $1,175,152
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $14,406,226
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $105,132
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $282,971
                                 -----------      -----------
        TOTAL                    $13,795,152      $14,794,330

                   About Pabellon De La Victoria

Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE) Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-08223) in
Ponce, Puerto Rico, on Oct. 16, 2012.  Bankruptcy Judge Edward A.
Godoy oversees the case.  Gloria M. Justiniano Irizarry, Esq., at
Justiniano's Law Office, in Mayaguez, Puerto Rico, serves as
counsel.  The Debtor estimated assets and debts of $10 million to
$50 million.  Banco Popular De Puerto Rico has $14 million in
unsecured claims.  The petition was signed by Evelyn Dominguez
Ramos, president.


PABELLON DE LA VICTORIA: Hires Carlos Cardona Crespo as Accountant
------------------------------------------------------------------
Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE) Inc.,
asks the U.S. Bankruptcy Court for permission to employ Carlos
Cardona Crespo as external accountant.

The accountant, will among other things, provide these services:

     a. provide assistance in preparing monthly reports of
operations,

     b. prepare the necessary financial statements; and

     c. assist the debtor in any/all financial and accounting
pertaining to, or in connection with the administration of the
estate.

The firm's rates are:

  Professional                     Rates
  ------------                     -----
  Carlos Cardona Crespo            $60/hr
  Associates                       $35/hr

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

                   About Pabellon De La Victoria

Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE) Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-08223) in
Ponce, Puerto Rico, on Oct. 16, 2012.  Bankruptcy Judge Edward A.
Godoy oversees the case.  Gloria M. Justiniano Irizarry, Esq., at
Justiniano's Law Office, in Mayaguez, Puerto Rico, serves as
counsel.  The Debtor estimated assets and debts of $10 million to
$50 million.  Banco Popular De Puerto Rico has $14 million in
unsecured claims.  The petition was signed by Evelyn Dominguez
Ramos, president.


PABELLON DE LA VICTORIA: Hiring Justiniano's Law Office as Counsel
------------------------------------------------------------------
Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE) Inc.
seeks Bankruptcy Court authority to employ Gloria M. Justiniano
Irizarry, Esq., from Justiniano's Law Office as Chapter 11
counsel.  The Debtor said it requires the assistance of counsel to
perform property its duties as debtor-in-possession.  The firm
will assist in, among others, the preparation of the disclosure
statement andplan of reorganization, and prosecution of claims and
causes of action.

The firm has agreed with the Debtor to be paid on an hourly rate
of $200 plus $125 for associates and $50 for paralegal, and
reimbursement of expenses incurred.  The firm has  received a
$5,800 retainer from the Debtor.

The firm attests it is a "disinterested person" as defined in
11 U.S.C. Sec. 101(14).

                   About Pabellon De La Victoria

Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE) Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-08223) in
Ponce, Puerto Rico, on Oct. 16, 2012.  Bankruptcy Judge Edward A.
Godoy oversees the case.  Gloria M. Justiniano Irizarry, Esq., at
Justiniano's Law Office, in Mayaguez, Puerto Rico, serves as
counsel.  The Debtor estimated assets and debts of $10 million to
$50 million.  Banco Popular De Puerto Rico has $14 million in
unsecured claims.  The petition was signed by Evelyn Dominguez
Ramos, president.


PABELLON DE LA VICTORIA: Sec. 341 Meeting Continued to Dec. 10
--------------------------------------------------------------
The meeting of creditors under 11 U.S.C. Sec. 341(a) in the
Chapter 11 case of Pabellon De La Victoria Movimiento Iglesias De
Fe (MI FE) Inc., has been continued to Dec. 10, 2012, at 9:00 a.m.
at 341 Meeting Room, Ochoa Building, 500 Tanca Street, First
Floor, in San Juan.  The U.S. Trustee first conducted the meeting
of creditors on Nov. 19.

                   About Pabellon De La Victoria

Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE) Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-08223) in
Ponce, Puerto Rico, on Oct. 16, 2012.  Bankruptcy Judge Edward A.
Godoy oversees the case.  Gloria M. Justiniano Irizarry, Esq., at
Justiniano's Law Office, in Mayaguez, Puerto Rico, serves as
counsel.  The Debtor estimated assets and debts of $10 million to
$50 million.  Banco Popular De Puerto Rico has $14 million in
unsecured claims.  The petition was signed by Evelyn Dominguez
Ramos, president.


PABELLON DE LA VICTORIA: Claims Bar Date Set for Feb. 17
--------------------------------------------------------
Creditors are required to file proofs of claim in the Chapter 11
case of Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE)
Inc. by Feb. 17, 2013.  Governmental entities have until April 20,
2013, to file proofs of claim.

                   About Pabellon De La Victoria

Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE) Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-08223) in
Ponce, Puerto Rico, on Oct. 16, 2012.  Bankruptcy Judge Edward A.
Godoy oversees the case.  Gloria M. Justiniano Irizarry, Esq., at
Justiniano's Law Office, in Mayaguez, Puerto Rico, serves as
counsel.  The Debtor estimated assets and debts of $10 million to
$50 million.  Banco Popular De Puerto Rico has $14 million in
unsecured claims.  The petition was signed by Evelyn Dominguez
Ramos, president.


PANKRATZ FOREST: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Pankratz Forest Industries
        350 Treck Drive
        Tukwila, WA 98188

Bankruptcy Case No.: 12-21869

Chapter 11 Petition Date: November 29, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Charles A. Lyman, Esq.
                  BETTS PATTERSON & MINES
                  701 Pike Street, Suite 1400
                  Seattle, WA 98101
                  Tel: (206) 292-9988
                  E-mail: clyman@bpmlaw.com

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

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

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

The petition was signed by John R. Pankratz, Jr., president.


PAUL AND JENNIFER: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Paul and Jennifer, Inc.
        16055 State Road 52, Suite 201
        Land O' Lakes, FL 34638

Bankruptcy Case No.: 12-17909

Chapter 11 Petition Date: November 28, 2012

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

Debtor's Counsel: Charles PT Phoenix, Esq.
                  PHOENIX FILE & PAGIDIPATI PLLC
                  2407 Periwinkle Way, Suite 6
                  Sanibel, FL 33957
                  Tel: (239) 461-0101
                  Fax: (239) 461-0083
                  E-mail: cptp@phoenixfile.com

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

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

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

The petition was signed by Paul Jallo, president.


PEER REVIEW: Incurs $819,000 Net Loss in Third Quarter
------------------------------------------------------
Peer Review Mediation and Arbitration, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $819,360 on
$2.2 million of revenue for the three months ended Sept. 30, 2012,
compared with a net loss of $227,769 on $2.1 million of revenue
for the same period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $1.8 million on $7.1 million of revenue, compared with a
net loss of $2.2 million on $6.3 million of revenue for the same
period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.8 million
in total assets, $5.9 million in total liabilities, and a
stockholders' deficit of $4.1 million.

As reflected in the financial statements, the Company has a
negative cash flow from operations of $836,866 for the nine months
ended Sept. 30, 2012.

As reported in the TCR on Aug. 6, 2012, Peter Messineo, CPA, in
Palm Harbor, Fla., expressed substantial doubt about Peer Review's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  Mr. Messineo
noted that the Company has recurring losses from operations, a
working capital deficit, negative cash flows from operations and a
stockholders' deficit.

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

Deerfield Beach, Fla.-based Peer Review Mediation and Arbitration,
Inc., was incorporated in the State of Florida on April 16, 2001.
The Company provides peer review services and expertise to law
firms, medical practitioners, insurance companies, hospitals and
other organizations in regard to personal injury, professional
liability and quality review.


PENNFIELD CORP: Skadden Arps Okayed as Special Committee Counsel
----------------------------------------------------------------
Skadden Arps Slate Meagher & Flom LLP is taking a special advisory
role in the Chapter 11 cases of Pennfield Corporation and
Pennfield Transport Company.  The Debtors sought and obtained
permission from the U.S. Bankruptcy Court to employ the firm as
counsel to the special committee of the Debtors' board of the
directors.

The Debtors believe that Skadden's employment is critical to,
among other things, reviewing and negotiating bids to purchase
substantially all of the Debtors' assets pursuant to Sections 363
and 365 of the Bankruptcy Code, and providing the Debtors with
other strategic advice.

The Special Committee of the board of directors retained Skadden
to provide legal advice to the Special Committee in connection
with assisting and advising the Debtors in their efforts to work
out their financial circumstances.

Skadden's hourly rates range from:

          $840 to $1,150 for partners,
          $815 to   $895 for counsel and special counsel,
          $365 to   $775 for associates, and
          $195 to   $310 for most categories of paraprofessionals

Prior to the petition date, the Debtors paid Skadden a $100,000
retainer.  When the bankruptcy petitions were filed, $77,671 of
the initial retainer remained unapplied.

Ron E. Meisler, Esq., who will lead the Skadden team working on
the case, said his firm does not hold an interest adverse to the
Debtors or their estates.

               About Pennfield Corporation

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

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

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

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


PENNFIELD CORP: Panel Hires MorrisAnderson as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditor of Pennfield
Corporation and Pennfield Transport Company has sought Bankruptcy
Court permission to employ MorrisAnderson & Associates, Ltd as
financial advisor.

The firm, will among other things, provide these services:

     a. review of sales process and bid procedures to insure
active 363 sale;

     b. review KEIP for reasonableness and aligned incentive with
company performance; and

     c. review of a budget for attainability and impact of cash
needs.

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

                 About Pennfield Corporation

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

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

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

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


PHOENIX EAGLE: Case Summary & 5 Unsecured Creditors
---------------------------------------------------
Debtor: Phoenix Eagle Corporation, a Corporation
        1101 North Point Boulevard
        Baltimore, MD 21214

Bankruptcy Case No.: 12-31238

Chapter 11 Petition Date: November 28, 2012

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Debtor's Counsel: Stephen L. Prevas, Esq.
                  PREVAS AND PREVAS
                  American Building, Suite 702
                  231 E. Baltimore Street
                  Baltimore, MD 21202
                  Tel: (410) 752-2340
                  Fax: (410) 332-0474
                  E-mail: prevasandprevas@verizon.net

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

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

A copy of the Company's list of its five unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/mdb12-31238.pdf

The petition was signed by Milton Tillman, III, director.


PLANDAI BIOTECHNOLOGY: Incurs $423,000 Net Loss in Sept. 30 Qtr.
----------------------------------------------------------------
PlandaĦ Biotechnology, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $422,735 for the three months ended
Sept. 30, 2012, compared with a net loss of $57,551 for the three
months ended Sept. 30, 2011.  For the three months ended Sept. 30,
2012, revenues were $133,816.  There were no revenues generated in
the three months ended Sept. 30, 2011, as the Company was not yet
operating the farm.

The Company's balance sheet at Sept. 30, 2012, showed $7.3 million
in total assets, $8.0 million in total liabilities, and a
stockholders' deficit of $709,235.

As reported in the TCR on Oct. 22, 2012, Michael F. Cronin CPA
expressed substantial doubt about Plandai's ability to continue as
a going concern in his report on the Company's June 30, 2012
financial statements.  Mr. Cronin noted that the Company has
incurred a $3.7 million loss from operations, consumed $700,000 of
cash due to its operating activities, and may not have adequate
readily available resources to fund operations through June 30,
2013.

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

Based in Seattle, Washington, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry.  Its principle holdings consist of land, farms
and infrastructure in South Africa.


PMI GROUP: Wants Exclusive Plan Filing Period Extended to Jan. 3
----------------------------------------------------------------
The PMI Group, Inc. has asked the U.S. Bankruptcy Court for the
District of Delaware to extend its exclusive period to file a plan
of reorganization until Jan. 3, 2013, and its exclusive period to
solicit acceptances of a filed plan until March 4, 2013.

The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange.  Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


PROGRESSIVE CARE: Incurs $364,400 Net Loss in Third Quarter
-----------------------------------------------------------
Progressive Care Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $364,431 on $2.5 million of sales for the
three months ended Sept. 30, 2012, compared with a net loss of
$123,464 on $1.9 million of sales for the corresponding period
last year.  The increase in net loss for the three months ended
Sept. 30, 2012, as compared to the three months ended Sept. 30,
2011, was mainly attributable to a one time write off of accounts
receivable of approximately $239,000.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $592,909 on $7.5 million of sales, compared with a net
loss of $210,159 on $5.7 million of sales for the same period in
2011.  The overall net loss was mainly attributable to a one time
write off of accounts receivable of approximately $239,000 and
lower gross margins brought about by the Company's concentration
on the anti-retro viral marketplace.

The Company's balance sheet at  30, 2012, showed $2.2 million
in total assets, $1.5 million in total liabilities, and
stockholders' equity of $742,823.

The Company had a net loss of approximately $593,000 and net cash
used in operations of approximately $271,000 for the nine months
ended Sept. 30, 2012.  "These factors and raise substantial doubt
about the Company's ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/WcWow5

Miami Gardens, Fla.-based Progressive Care Inc. is a retail
pharmacy specializing in the sale of anti-retroviral medications
and related patient care management, the sale and rental of
durable medical equipment ("DME") and the supply of prescription
medications and DME to nursing homes and assisted living
facilities.




QUICK-MED TECHNOLOGIES: Incurs $289,000 Net Loss in Sept. 30 Qtr.
-----------------------------------------------------------------
Quick-Med Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $288,930 on $305,255 of revenues for
the three months ended Sept. 30, 2012, compared with a net loss of
$406,613 on $323,690 of revenues for the prior year period.

The Company's balance sheet at Sept. 30, 2012, showed $1.4 million
in total assets, $9.8 million in total liabilities, and a
stockholders' deficit of $8.4 million.

The Company had an accumulated deficit of $27.9 million as of
Sept. 30, 2012, compared to an accumulated deficit of
$27.6 million as of June 30, 2012.

Daszkal Bolton LLP, in Boca Raton, Florida, expressed substantial
doubt about Quick-Med's ability to continue as a going concern.
The independent auditors noted the the Company has experienced
recurring losses and negative cash flows from operations for the
years ended June 30, 2012, and 2011, and has a net capital
deficiency.

A copy of the Form 10-Q is available at http://is.gd/8OoN8Y

Gainesville, Fla.-based Quick-Med Technologies, Inc., is a life
sciences company focused on developing proprietary, broad-based
technologies in the consumer and healthcare markets.  Its four
core technologies are: (1) Novel Intrinsically Micro-Bonded
Utility Substrate (NIMBUS(R)), a family of advanced polymers bio-
engineered to have antimicrobial, hemostatic, and other properties
that can be used in a wide range of applications, including wound
care, catheters, tubing, films, and coatings; (2) Stay Fresh(R), a
novel antimicrobial based on sequestered hydrogen peroxide, that
can provide durable antimicrobial protection to items such as
textiles through numerous laundering cycles; (3) NimbuDerm(TM), a
novel copolymer for application as a persistent hand sanitizer
with long lasting protection against germs; and (4) MultiStat(R),
a family of advanced patented methods and compounds shown to be
effective in skin therapy applications.


RAKHRA MUSHROOM: Bankruptcy Court Continues Plan Hearing
--------------------------------------------------------
Valley Courier reported Thursday that a Nov. 28 hearing that might
have settled the fate of Rakhra Mushroom Farm was continued,
although the continuance could not be officially confirmed by
press time.  Rakhra had filed a reorganization plan as part of its
Chapter 11 bankruptcy, and the bankruptcy court in Denver was
scheduled to review and possibly make a ruling on the plan on
Wednesday.  The court apparently continued the case, however,
according to the report.

According to the report, Director of Sales Jody Peterson said the
management team on site at the farm had not heard anything
officially but understood the Nov. 28 bankruptcy court date had
been continued.

Based in Alamosa, Colorado, Rakhra Mushroom Farm Corporation filed
for Chapter 11 protection on Jan. 12, 2012 (Bankr. D. Col. Case
No. 12-10560).  Judge Howard R. Tallman presides over the case.
Harvey Sender, Esq., Matthew T. Faga, Esq., and Regina Ries, Esq.,
at Sender & Wasserman, P.C., represent the Debtor.  The Debtor
listed assets of $7,803,880, and liabilities of $8,201,297.


REGAL ENTERTAINMENT: Great Escape Deal No Effect on Fitch Ratings
-----------------------------------------------------------------
Fitch's ratings of Regal Entertainment Group (Regal) and Regal
Cinemas Corporation (Regal Cinemas) are unaffected by Regal's
announcement of a $1 per share special dividend and the
acquisition of the Great Escape theater circuit.

Regal announced that it is declaring a special cash dividend of $1
per share of class A and B common stock, which totals
approximately $155 million and is payable on Dec. 27, 2011.
Further, Regal announced the acquisition of Great Escape theater
circuit, totaling 25 theaters and 301 screens, for a purchase
price of $91 million.  Regal disclosed a pre-synergy multiple of
5.5 times (x), which is consistent with recent theater acquisition
activity.  Fitch estimates AMC Entertainment's acquisition of
Kerasotes Showplace at approximately 5.3x.

The special dividend and acquisition is consistent with Fitch's
expectation for Regal's cash deployment.  However, while not
anticipated, a debt-financed material acquisition or return of
capital to shareholders that would raise the unadjusted gross
leverage beyond 4.5x could have a negative impact on the ratings.

As of Sept. 30, 2012 Regal had approximately $2 billion in debt,
with and lease-adjusted gross leverage at 4.8x and unadjusted
gross leverage at 4.1x.

As of Sept. 30, 2012, liquidity was made up of $251 million in
cash and $82 million in credit facility availability (reduced by
$3 million in letters of credit), under the company's $85 million
revolving credit facility due May 2015.  Fitch expects the special
dividend will be funded with existing liquidity.  While, pro forma
September 2012 cash balance would be low post the special dividend
and acquisition, approximately $5 million, the fourth quarter is
typically a strong cash generating quarter.  Fitch expects year
end liquidity to be adequate, with cash balances in excess of $50
million and an undrawn credit facility.  Fitch calculates
September 2012 last 12 month FCF (after dividends) of $90 million.

The ratings continue to reflect the following key considerations:

  -- Fitch believes movie exhibition will continue to be a key
     promotion window for the movie studios biggest/most
     profitable releases.

  -- Solid box office performance, with 2012 box office revenues
     up 5.8% as of Nov. 28, according to Box Office Mojo.  Fitch
     expects the remaining 2012 film slate, including the upcoming
     Hobbit film, to continue to support the year's growth rate.

  -- Long-term, Fitch continues to expect that the movie exhibitor
     industry will be challenged in growing attendance and any
     potential attendance declines will offset some of the growth
     in average ticket prices.

  -- The ratings also incorporate the intermediate/long-term risks
     associated with increased competition from at-home
     entertainment media, limited control over revenue trends, the
     pressure on film distribution windows, increasing indirect
     competition from other distribution channels (such as DVD,
     VOD, and the Internet), and high operating leverage (which
     could make theater operators FCF negative during periods of
     reduced attendance).  In addition, RGC and its peers rely on
     the quality, quantity, and timing of movie product, all
     factors out of management's control.

Fitch currently rates Regal and Regal Cinemas as follows:

Regal

  -- Issuer Default Rating (IDR) 'B+';
  -- Senior unsecured notes 'B-/RR6'.

Regal Cinemas

  -- IDR 'B+';
  -- Senior secured credit facility 'BB+/RR1';
  -- Senior unsecured notes 'BB/RR2'.

The Rating Outlook is Stable.


REPLICEL LIFE: Incurs Comprehensive Loss of C$36,000 in 3rd Qtr.
----------------------------------------------------------------
RepliCel Life Sciences Inc. reported a comprehensive loss of
C$36,393 for the third quarter ended Sept. 302, compared with a
comprehensive loss of C$890,773 for the same period of 2011.
During the quarter, the Company recorded non-cash income of
C$830,371 resulting from the decrease in the fair value of
warrants denominated in a foreign currency.

For the nine months ended Sept. 30, 2012, the Company had a
comprehensive loss of C$2.7 million, compared with a comprehensive
loss of C$2.9 million for the same period last year.  During the
nine month period ended Sept. 30, 2012, the Company recorded non
cash income of C$896,798 resulting from the decrease in the fair
value of warrants denominated in a foreign currency.

The Company had no revenue from operations during the three and
nine months ended Sept. 30, 2012, or 2011.

The Company's balance sheet at 30, 2012, showed C$1.1 million in
total assets, C$555,535 in total liabilities, and shareholders
equity of C$525,334.

"At Sept. 30, 2012, the Company is in the research stage, and has
accumulated losses of C$9.5 million since its inception and
expects to incur further losses in the development of its
business, which casts substantial doubt about the Company's
ability to continue as a going concern."

A copy of the Form 6-K is available at http://is.gd/zdUFWn

Headquartered in Vancouver, RepliCel Life Sciences Inc. is in the
business of developing and patenting a new hair follicle cell
replication technology that has the potential to become the
world's first autologous cellular treatment for hair loss in men
and women.  The Company's common shares are listed for trading in
the United States on the OTC Bulletin Board, trading under the
symbol REPCF and on the Canadian National Stock Exchange ("CNSX"),
trading under the symbol RP.


REX ENERGY: Moody's Withdraws 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service withdrew all ratings assigned to Rex
Energy Corporation (REXX) and its proposed $250 million senior
notes due 2020. This action follows REXX's cancellation of the
proposed offering. Ratings withdrawn include the B2 Corporate
Family Rating (CFR), B2 Probability of Default Rating (PDR), the
B3 (LGD5-76%) rating assigned to the proposed $250 million senior
unsecured notes due 2020, and the stable outlook.

Ratings Rationale

The principal methodology used in rating Rex Energy Corporation
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.

Rex Energy Corporation (REXX) is an exploration and production
(E&P) company head-quartered in State College, Pennsylvania with
operations concentrated in the Appalachian Basin and the Illinois
Basin.


RG STEEL: PBGC Takes Over Two Pension Plans
-------------------------------------------
Business Insurance reports the Pension Benefit Guaranty Corp. is
taking over and terminating two pension plans sponsored by RG
Steel L.L.C.

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in
$7 million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RIDDHI SIDDHI: Case Summary & 4 Unsecured Creditors
---------------------------------------------------
Debtor: Riddhi Siddhi, LLC
        10870 Crain Hwy.
        Faulkner, MD 20632

Bankruptcy Case No.: 12-31325

Chapter 11 Petition Date: November 29, 2012

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

Judge: Paul Mannes

Debtor's Counsel: Richard M. McGill, Esq.
                  LAW OFFICES OF RICHARD M. MCGILL
                  P.O. Box 358
                  5303 West Court Dr.
                  Upper Marlboro, MD 20773
                  Tel: (301) 627-5222
                  E-mail: mcgillrm@aol.com

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

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

A copy of the Company's list of its four unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb12-31325.pdf

The petition was signed by Hement Vaidya, managing member.


RIVERBED TECHNOLOGY: S&P Rates Corp. Credit 'BB'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to San Francisco-based Riverbed. The outlook is
stable.

"At the same time, we assigned a 'BBB-' rating to the company's
$500 million senior secured term loan B due 2019. The recovery
rating is '1', indicating our expectation for very high (90% to
100%) recovery of principal in the event of payment default," S&P
said.

"We expect the company to use the proceeds from the bank loan to
purchase Opnet Technologies Inc., which is a provider of solutions
for application and network performance management. We believe
$363 million of cash on hand and $152 million of issued common
shares will provide additional funding," S&P said.

"The rating reflects Riverbed's 'fair' business risk profile and
'significant' financial risk profile, incorporating relatively
narrow target markets, a modest revenue base, and a limited track
record at its current operating scale and profitability," said
Standard & Poor's credit analyst Katarzyna Nolan. "Riverbed's
growing addressable markets, leading market share in the wide area
network (WAN) optimization market, and solid cash flow generation
partly offset these factors."

"The outlook is stable, reflecting the company's leadership
position in its core WAN optimization market, strong revenue and
EBITDA growth trends, and leverage which is currently low for the
rating. Near-term upgrade potential is constrained by the
company's relatively short track record operating at its current
size and scale, and potential near-term integration risks. We
could lower the rating if the company pursues sizable debt
financed acquisitions or share repurchases, or if margins
deteriorate because of integration issues or increased
competition, resulting in leverage staying at or above 4x," S&P
said.


RUTH HYMAN: Axelrod Theatre Closed, on Sale Block
-------------------------------------------------
New Jersey Jewish News reports that at a hearing early in August,
Ruth Hyman JCC leadership presented its reorganization plan.  The
court also heard a counter proposal by TD Bank, asking the court
to change the status of the community center's case to Chapter 7
and force liquidation.

On Nov. 18, the Axelrod Performing Arts Center was closed,
following an order early November from Ocean Township and the
court-appointed trustee citing violations and needed repairs.
Trustee Catherine Youngman told New Jersey Jewish News, "We are
actively marketing the property. Anyone interested should contact
me at 201-845-1000, ext. 396."

The Ruth Hyman JCC filed for bankruptcy on Dec. 5, 2011, more than
six months after TD Bank initiated foreclosure on the facility.


SAGE PRODUCTS: S&P Gives 'B' Corp. Credit Rating on High Leverage
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Cary, Ill.-based
health care products company Sage Products its 'B' corporate
credit rating. The outlook is stable.

"At the same time, we assigned the $440 million first-lien debt
(which includes an undrawn $60 million revolving credit facility
due 2017 and a $380 million first-lien term loan due 2019) our 'B'
issue-level rating with a recovery rating of '3', indicating
meaningful (50% to 70%) recovery in the event of a payment
default. We also assigned the $200 million second-lien debt our
'CCC+' issue-level rating with a recovery rating of '6',
indicating our expectation of negligible (0% to 10%) recovery in
the event of a default," S&P said.

Standard & Poor's Ratings Services' ratings on Cary, Ill.-based
Sage Products Holdings III LLC reflect a 'highly leveraged'
financial risk profile (per S&P's criteria), because of debt to
EBITDA of about 6.5x, pro forma for its leveraged buyout (LBO),
and its expectation that it will remain above 5x through 2015.
"The rating also incorporates a 'weak' business risk profile,
dominated by its relatively narrow medical products focus. Sage
manufactures disposable medical supplies that help prevent
hospital-acquired conditions such as ventilator-associated
conditions, pressure ulcers, surgical site infections, and
catheter-associated urinary tract infections," S&P said.

"We expect the company to expand its revenues through 2013 at a
mid- to high-single-digit rate that is about twice the growth we
expect in overall health care spending in the U.S., which accounts
for the large majority of company revenues," said Standard &
Poor's credit analyst Michael Kaplan.

"Our stable rating outlook reflects our expectations that Sage
Products will largely sustain a favorable operating performance in
the year ahead. Still, even if the company achieves mid- to high-
single-digit growth and somewhat improves margins, as we currently
assume, cash from operations will be modest and will not be used
for debt repayment, keeping debt leverage high," S&P said.

"We could consider a downgrade if the company's leverage rises
above 7.0x and discretionary cash flows fall. This could occur if
its sales growth were to slow to the mid-single digits and if
EBITDA margins were to decline by 250 basis points (bps). We also
could lower the ratings if liquidity becomes constrained such that
revolver availability and cash on hand drop below $10 million.
This could result from unexpected product issues or production
problems," S&P said.

"Although unlikely, we would consider an upgrade if the company
continues to generate good cash flow and demonstrates a commitment
to leverage reduction, by maintaining adjusted debt to EBITDA
below 5.0x. This would require double-digit revenue growth, a
several-hundred-basis-point improvement in EBITDA margins, and a
focus on reducing debt," S&P said.


SHERMAN CREEK: Case Summary & 6 Unsecured Creditors
---------------------------------------------------
Debtor: Sherman Creek View, LLC
        c/o E.T. Management, Inc.
        3761 Tenth Avenue
        New York, NY 10034

Bankruptcy Case No.: 12-14745

Chapter 11 Petition Date: November 29, 2012

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

Judge: Robert E. Gerber

Debtor's Counsel: Gary B. Sachs, Esq.
                  SACHS & ASSOCIATES
                  East Tower 15th Floor
                  1425 RXR Plaza
                  Uniondale, NY 11556-1425
                  Tel: (516) 663-6585
                  Fax: (516) 663-6785
                  E-mail: gsachs43@gmail.com

Scheduled Assets: $2,988,850

Scheduled Liabilities: $2,501,771

A copy of the Company's list of its six unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nysb12-14745.pdf

The petition was signed by Jose M. Espinal, managing member.

Affiliate that filed for Chapter 11 protection:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Jose M. Espinal                        10-24457   11/30/10


SHIVAM LLC: Case Summary & 6 Unsecured Creditors
------------------------------------------------
Debtor: Shivam, LLC
        10870 Crain Highway
        Faulkner, MD 20632

Bankruptcy Case No.: 12-31323

Chapter 11 Petition Date: November 29, 2012

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

Judge: Wendelin I. Lipp

Debtor's Counsel: Richard M. McGill, Esq.
                  MCGILL & WOOLERY
                  P.O. Box 358
                  5303 West Court Dr.
                  Upper Marlboro, MD 20773
                  Tel: (301) 627-5222
                  E-mail: mcgillrm@aol.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its six unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb12-31323.pdf

The petition was signed by Hement Vaidya, managing member.


SIGNET SOLAR: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Lindsay Riddell at San Francisco Business Times reports Signet
Solar, a one-time maker of thin-film solar panels, has filed for
Chapter 11 bankruptcy, more than two years after it shut down.

According to the report, the company, with its U.S. base in
Atherton, has $30 million in assets and $9.8 million in debts
according to papers filed in bankruptcy court.  The company's
largest creditor is the Goel Family Partnership, owed $2 million.

The report relates Greentech Media and others reported way back in
June 2010 that Signet's German division was insolvent and Signet's
own bankruptcy filing said the company only operated through June
of 2010.  It backed out of plans to build an $840 million
manufacturing plant in April of 2010.  The firm has been involved
in a civil case against its largest creditor, according to court
filings with the Santa Clara Superior Court that aren't available
online.

The report notes the plummeting cost of solar modules has forced a
lot of companies out of business, most notably Fremont-based
Solyndra.


SNOHOMISH COUNTY: Moody's Cuts Limited Tax G.O. Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service has downgraded to B1 from A2 the rating
on Snohomish County Public Hospital District No.1 (the District),
WA's limited tax general obligation bonds outstanding in the
approximate amount of $20.4 million. The bonds are a general
obligation of the hospital district for which it has covenanted to
budget and levy ad valorem taxes within the constitutional and
statutory limitations of non-voter approved debt. A negative
outlook has been assigned.

Ratings Rationale

The downgrade primarily reflects the district's exposure to
substantial enterprise risk associated with its operation of a
financially unstable hospital (Valley General). The rating also
incorporates the uncertainty around the district's ability to
collect taxes and pay debt service on the limited tax G.O. bonds
in the event that the hospital becomes insolvent or the district
seeks bankruptcy protection. The hospital's growing trend of
structurally imbalanced operations is attributed to a combination
of increased competition with other hospitals, increasing salary
and benefit costs and a trend of increased charity care-related
revenue deductions. The district recently entered into an
affiliation with Evergreen Healthcare (A3/negative revenue bonds),
located in Kirkland, which is expected to buttress Valley
General's financial operations, although the extent of the
improvement is uncertain at this time. The rating also
incorporates the hospital district's still sizable tax base
despite several years of large assessed value (AV) declines and
average socioeconomic indices.

The negative outlook reflects the uncertainty surrounding the
completion of the inter-local agreement and related affiliation
with Evergreen and whether voters will pass a much-needed property
tax levy increase in April of 2013. If the district fails to
secure the tax levy increase, management has indicated that
Evergreen Healthcare may opt out of the affiliation.

Strengths

- Preliminary letter of intent indicating affiliation with
   Evergreen Healthcare

- Sizable tax base

Challenges

- Extremely narrow liquidity

- Trend of stressed financial operations

- Uncertainty surrounding Evergreen affiliation and voter-
   approval of levy lid lift

What Could Move The Rating -- UP (remove negative outlook)

- Prolonged trend of structurally balanced operations

- Significant and sustained increase in liquidity

What Could Move The Rating -- DOWN

- Continued depletion of assets and liquidity

- Failure to conclude affiliation with Evergreen

- Voters rejecting property tax levy increase

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


SOLAR POWER: Incurs $7.2-Mil. Net Loss in Third Quarter
-------------------------------------------------------
Solar Power, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $7.2 million on $36.2 million of net sales
for the three months ended Sept. 30, 2012, compared with a net
loss of $2.0 million on $34.4 million of net sales for the
corresponding period last year.

The Company recorded a goodwill impairment charge of $5.2 million
in the third quarter of 2012.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $10.4 million on $87.0 million of net sales, compared with
a net loss of $2.6 million on $78.4 million of net sales for the
same period of 2011.

The Company recorded impairment of goodwill and of an asset held
for sale of $5.9 million in the first nine months of 2012.

The Company's balance sheet at Sept. 30, 2012, showed
$187.8 million in total assets, $149.1 million in total
liabilities, and stockholders' equity of $38.7 million.

"Our parent company, LDK Solar Co., Ltd., who owns 70% of the
Company's outstanding Common Stock, has disclosed publicly that it
had a net loss and negative cash flows from operations for the
year ended Dec. 31, 2011, and has a working capital deficit and
was not in compliance with certain financial covenants on its
indebtedness at Dec. 31, 2011.  These factors raise substantial
doubt as to LDK's ability to continue as a going concern.  While
management of LDK believes that it has a plan to satisfy LDK's
liquidity requirements for a reasonable period of time, there is
no assurance that its plan will be successfully implemented."

According to Solar Power, the significant risks and uncertainties
noted at LDK could have a significant negative impact on the
financial viability of the Company.

Further, the Company was in default on its $7.5 million Cathay
Bank line of credit.  Due to the loss before income taxes for the
three months ended Sept. 30, 2012, the Company did not meet the
minimum $1.0 million pre-tax profit covenant.  As a result of the
second quarter 2012 reclassification of the CDB loan from long-
term to short-term, the Company did not meet the current ratio
covenant.  Currently, a notice of default has not been issued by
Cathay.  Should the bank declare the amounts immediately due and
payable, the Company said it does not have the ability to make the
payments without additional sources of financing or accelerating
the collection of outstanding receivables.

A copy of the Form 10-Q is available at http://is.gd/xoktY1

Roseville, Calif.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.


SPANISH BROADCASTING: S&P Revises Outlook on 'B-' CCR to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Miami, Fla.-based Spanish Broadcasting System Inc. (SBS) to
negative from stable. "We also affirmed our existing ratings on
the company, including the 'B-' corporate credit rating," S&P
said.

"The outlook revision to negative is based on the company's thin
EBITDA coverage of cash interest expense (including one quarter of
preferred dividends) because of the increase in interest expense
associated with the February 2012 refinancing," said Standard &
Poor's credit analyst Chris Valentine.

"We believe that the EBITDA coverage of cash interest expense,
plus one quarter of preferred dividends, could drop to 1x in 2013
because of a potential 200-basis-point increase in interest
rates(the company has the option to PIK or cash pay the interest)
on the 12.5% secured notes if MegaTV does not hit certain TV
segment profitability targets or senior secured leverage does not
drop below 4.75x," S&P said.

"The negative rating outlook reflects the company's thin interest
coverage and high debt leverage. In addition, we believe the
company will generate minimal discretionary cash flow in 2013,
which could turn negative if EBITDA trends further deteriorate in
early 2013. We could lower the rating if we become convinced that
EBITDA coverage of cash interest, plus one quarter of preferred
dividends, drops below 1.0x in 2013 based on a potential step-up
in interest rates on the 12.5% secured notes," S&P said.

"We could revise the outlook to stable if operating trends
improve, leading to interest coverage staying in the 1.2x area
regardless of the potential step-up in interest rates, and
discretionary cash flow generation is positive," S&P said.

"We do not believe an upgrade is likely over the intermediate
term. An upgrade would entail, at minimum, the company addressing
the preferred stock, either through a redemption or amendment of
the terms that preclude incremental debt incurrence, following a
failure to repay the preferred in a put event. We believe the
company would require asset sales, an equity infusion, or outsized
revenue and EBITDA gains that meaningfully reduce leverage to
facilitate a refinancing of the preferred," S&P said.


STAMP FARMS, L.L.C.: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Stamp Farms, L.L.C.
        201 S. George Street
        Decatur, MI 49045

Bankruptcy Case No.: 12-10410

Chapter 11 Petition Date: November 30, 2012

Court: U.S. Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Michael S. McElwee, Esq.
                  VARNUM, RIDDERING, SCHMIDT & HOWLETT
                  333 Bridge Street, NW, Suite 1700
                  P.O. Box 352
                  Grand Rapids, MI 49504
                  Tel: (616) 336-6000
                  E-mail: msmcelwee@varnumlaw.com

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

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

        Entity                               Case No.
        ------                               --------
Stamp Farms Trucking, L.L.C.                 12-10411
  Assets: $1,000,001 to $10,000,000
  Liabilities: $50,000,001 to $100,000,000
Stamp Farms Custom AG, L.L.C.                12-10416
  Assets: $0 to $50,000
  Liabilities: $50,000,001 to $100,000,000
Royal Star Farms, L.L.C.                     12-10417
  Assets: $1,000,001 to $10,000,000
  Liabilities: $50,000,001 to $100,000,000

The petitions were signed by Patrick M. O'Keefe, manager and chief
restructuring officer.

A. Stamp Farms, L.L.C.'s List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Monsanto Company                   --                   $3,940,036
75 Remittance Drive, Suite 1511
Chicago, IL 60675-1511

Mitchell Family Ltd. P'ship        --                     $780,200
2614 W. John Beers Road
Stevensville, MI 49085

Lee Franz                          --                     $123,200
50321 Phillips Road
Dowagiac, MI 49047

PHI Financial Services, Inc.       --                      $91,918

Koviak Irrigation & Farm Serv      --                      $90,963

John Krohne                        --                      $82,500

Pri Mar Petroleum                  --                      $78,590

Gary Barner                        --                      $66,500

Stan Weinberg                      --                      $62,480

Gary Cooper Trucking, Inc.         --                      $52,146

B & M Crop Consulting              --                      $44,904

Edward Boyer                       --                      $41,913

Amerigas-Hartford                  --                      $41,099

Everett Pifer                      --                      $41,000

Ronald Gless                       --                      $40,341

Jerry Zordan                       --                      $30,135

Phil Oswalt                        --                      $26,450

Agri-Nutrient Application          --                      $24,634

DuRussel Insurance                 --                      $24,588

Dave Adent                         --                      $24,120

B. Stamp Farms Custom AG's List of Three Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Stamp Farms                        --                      $23,647
201 S. George Street
Decatur, MI 49045

Stamp Farms Trucking, LLC          --                       $5,618
201 S. George Street
Decatur, MI 49045

TK Burch, LLC                      --                         $410
76679 M-40
Lawton, MI 49065

C. Stamp Farms Trucking's List of Two Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
First Farmers Bank & Trust         --                       $4,610
123 North Jefferson Street
Converse, IN 46919

Auto Owners Insurance              --                         $372
P.O. Box 30315
Lansing, MI 48909-7815

D. Royal Star Farms, L.L.C.'s List of Three Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Hudson Insurance Co.               --                     $214,434
10358 E. Michigan Avenue
P.O. Box 202
Paw Paw, MI 49079

Andrew Trowbridge                  --                      $21,200
8153 N. Ivory Rose Drive
Tucson, AZ 85741

Bob Newnum                         --                       $3,740
02998 64th Street
South Haven, MI 49090


STEVIA CORP: Incurs $846,000 Net Loss in Sept. 30 Quarter
---------------------------------------------------------
Stevia Corp. filed its quarterly report on Form 10-Q, reporting a
net loss of $845,780 on $112,517 of revenues for the three months
ended Sept. 30, 2012, compared with a net loss of $233,525 on
$1,300 of revenues for the three months ended Sept. 30, 2011.

For the six months ended Sept. 30, 2012, the Company had a net
loss of $1.3 million on $112,797 of revenues.  The Company had a
net loss of $247,367 on $1,300 of revenues from April 11, 2011
(inception) through Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.8 million
in total assets, $784,525 in total liabilities, and stockholders'
equity of $1.0 million.

The Company had an accumulated deficit of $3.5 million at
Sept. 30, 2012, a net loss of $1.3 million and net cash used in
operating activities of $627,076 for the six months ended
Sept. 30, 2012.

Li & Company, PC, in Skillman, New Jersey, expressed substantial
doubt about Stevia's ability to continue as a going concern.  The
independent auditors noted that the Company had an accumulated
deficit at March 31, 2012, a net loss and net cash used in
operating activities for the period from April 11, 2011
(inception) through March 31, 2012.

A copy of the Form 10-Q is available at http://is.gd/0A47kZ

Indianapolis, Indiana-based Stevia Corp. was incorporated on
May 21, 2007, in the State of Nevada under the name Interpro
Management Corp.  On March 4, 2011, the Company changed its name
to Stevia Corp. and effectuated a 35 for 1 forward stock split of
all of its issued and outstanding shares of common stock.

The Company has yet to generate significant revenue.  It plans to
generate revenues by (i) providing farm management services, which
will provide protocols and other services to agriculture,
aquaculture, and livestock  operators, (ii) the sale of inputs
such as fertilizer and feed to agriculture, aquaculture and
livestock operators, (iii) the sale of crops and seafood produced
under contract farming and (iv) the sale of products derived
from the stevia plant.


STREAMLINE AVIATION: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that
Streamline Aviation has filed a bankruptcy petition, declaring
debts of $404,000. Bankruptcy attorney Richard Siegmeister said
the company has between 15 and 25 employees, including engineers.

"They have a good shot at working things out, by either bringing
in a new investor or restructuring debt, given some time in
Chapter 11," the report quotes Mr. Siegmeister as saying.  "Their
intention is to stay in business."  There's no real estate
involved in the bankruptcy because the company leases its
location, he said.

Streamline Aviation is primarily focused on overhauling commercial
aircraft landing systems.  It offers in-house or onsite services
to customers.


STREAMLINE AVIATION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Streamline Aviation, Inc.
        1950 N.W. 88 Court
        Miami, FL 33172

Bankruptcy Case No.: 12-38404

Chapter 11 Petition Date: November 28, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Richard Siegmeister, Esq.
                  RICHARD SIEGMEISTER, P.A.
                  1800 SW 1 Avenue, #304
                  Miami, FL 33129
                  Tel: (305) 859-7376
                  E-mail: rspa111@att.net

Scheduled Assets: $0

Scheduled Liabilities: $404,865

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

The petition was signed by Melkys Aparicio, president.


T3 MOTION: Closes $4.35-Million Debt Financing
----------------------------------------------
T3 Motion, Inc., has completed a $4.35 million debt financing to
several institutional and accredited individual investors.  The
Financing included the conversion of $1,240,750 of existing
indebtedness and resulted in $2,875,000 of gross cash proceeds to
the Company.  In connection with the Financing, the Company agreed
to issue to the investors non-interest bearing senior secured
convertible debentures due Nov. 27, 2013, in the principal amount
of $4.35 million convertible into common stock at $0.10 per share,
five-year warrants to purchase up to 43.5 million shares of common
stock at an exercise price of $0.10 per share, and 4.35 million
shares of common stock.  For 18 months, each investor has the
right, but not the obligation, to purchase additional Debentures
and Warrants up to levels equal to their participation in the
Financing.

The Company expects that the proceeds of the Financing will be
used for general working capital purposes, including the purchase
of parts inventory, sales and marketing, and research and
development.

Chardan Capital Markets, LLC, acted as the placement agent for the
Financing.

Immediately prior to the closing of the Financing, the Company
reduced the exercise price of its outstanding Series I Warrants to
$0.10 per share.

"T3 Motion continues to lead in the sale of Electric Stand-Up
Vehicles (ESV's) to law enforcement and private security markets.
Today's financing transaction will provide us with working capital
to expand our distribution channel and our product roadmap,"
stated Rod Keller, chief executive officer of T3 Motion.  "We
anticipate this strategy will improve revenue performance, expand
our addressable markets, and provide better customer access and
service."

                   Employment Pact with R. Keller

Effective Nov. 26, 2012, T3 entered into a new two-year employment
agreement with Rod Keller in order to modify provisions related to
Mr. Keller's compensation.  The Employment Agreement provides for
the issuance to Mr. Keller of an option to purchase 3,000,000
shares of common stock in accordance with the provisions of the
Company's 2010 Stock Incentive Plan.

All of the other terms and conditions of employment remain the
same.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

After auditing the 2011 results, KMJ Corbin & Company LLP, in
Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has had negative cash flows from operations since
inception, and at Dec. 31, 2011, has an accumulated deficit of
$54.9 million.

The Company reported a net loss of $5.50 million in 2011, compared
with a net loss of $8.32 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $2.81
million in total assets, $4.48 million in total liabilities, and a
$1.66 million total stockholders' deficit.

                         Bankruptcy Warning

"Our principal capital requirements are to fund our working
capital requirements, invest in capital equipment, to make debt
service payments and the continued costs of public company filing
requirements.  We have historically funded our operations through
debt and equity financings, and the Company will require
additional debt or equity financing in the future to maintain
operations.  The Company cannot make any assurances that
additional financings will be completed on a timely basis, on
acceptable terms or at all.  If the Company is unable to complete
a debt or equity offering, or otherwise obtain sufficient
financing when and if needed, it would negatively impact our
business and operations, which could cause the price of our common
stock to decline.  It could also lead to the reduction or
suspension of our operations and ultimately force us to go out of
business.  Currently, the Company does not have sufficient cash to
pay its current obligations including but not limited to payroll
for its employees.  If the Company does not succeed in raising
additional outside capital in the short term, the Company will be
forced to seek strategic alternatives which could include
bankruptcy or reorganization," the Company said in its quarterly
report for the period ended Sept. 30, 2012.


TEEKAY CORP: S&P Cuts CCR to 'B+' on Likely Continued Low Profits
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
rating on Canada-based shipping company Teekay Corp. to 'B+' from
'BB-'. The outlook is stable.

"At the same time, Standard & Poor's lowered its issue-level
rating on the company's senior notes to 'B+' from 'BB-', owing to
the one-notch downgrade on Teekay. The '4' recovery rating on the
notes is unchanged," S&P said.

"We base this downgrade on our expectation of continued low
profitability and our view that market conditions will remain
difficult for commercial shipping companies worldwide," said
Standard & Poor's credit analyst Jatinder Mall. "Furthermore,
balance-sheet deleveraging has been slower than our expectation
and we believe the pace will remain slow," Mr. Mall added.

"As a result, we have also revised our business risk profile on
the company to 'fair' from 'satisfactory,'" S&P said.

"The ratings on Teekay reflect our view of the company's highly
leveraged financial risk profile and fair business risk profile.
The ratings also reference the consolidated financial statements
of Teekay's daughter companies, which include 37%-owned Teekay LNG
Partners LP, 29%-owned Teekay Offshore Partners LP, and 25%-owned
Teekay Tankers Ltd," S&P said.

"The stable outlook reflects Standard & Poor's expectations that
Teekay's profitability will remain low and that the currently high
leverage will slowly improve but remain at or above 6x in the next
two years. A downgrade is possible if the company's adjusted
leverage ratio deteriorates further due to weaker spot tanker
rates or if Teekay is unable to refinance debt leading to weaker
liquidity and tighter covenant headroom. An upgrade would require
sustained improvement in profitability with an EBIT margin of
about 15%-20% and significant improvement in the financial risk
profile with sustained leverage of about 5x," S&P said.


THERAPEUTIC SOLUTIONS: Files Q1 and Q2 Financial Reports
--------------------------------------------------------
Therapeutic Solutions International, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $360,703 on $599,725
of total revenues for the three months ended June 30, 2012,
compared with a net loss of $49,198 on $550,941 of total revenues
for the three months ended June 30, 2011.

The Company's balance sheet at June 30, 2012, showed $3.0 million
in total assets, $3.3 million in total liabilities, and a
stockholders' deficit of $295,691.

A copy of the Form 10-Q for the three months ended June 30, 2012,
is available at http://is.gd/yGcd1S

In another Form 10-Q, the Company reported a net loss of $377,636
on $607,774 of total revenues for the three months ended March 31,
2012, compared with a net loss of $9,940 on $490 of total revenues
for the three months ended March 31, 2011.  The Company's balance
sheet at March 31, 2012, showed $3.1 million in total assets, $3.1
million in total liabilities, and stockholders' equity of $4,074.

As reported in the TCR on Nov. 5, 2012, PLS CPA, A Professional
Corp., in San Diego, expressed substantial doubt about Therapeutic
Solutions' ability to continue as a going concern.  The
independent auditors noted that under the New License Agreement
the Company's rights to sell Anterior Midpoint Stop Appliances to
the US market (81% of total revenue) will expire at the end of
2012.

A copy of the Form 10-Q for the three months ended March 31, 2012,
is available at http://is.gd/3Q54YI

                    About Therapeutic Solutions

Oceanside, Calif.-based Therapeutic Solutions International, Inc.,
manufactures and sells AMPSA Products to licensed dentists.

The AMPSA Products are FDA cleared for the prophylactic treatment
of medically diagnosed migraine pain as well as migraine
associated tension-type headaches, by reducing their signs and
symptoms through reduction of trigeminally innervated muscular
activity.

AMPSA Products are either fitted chairside by licensed dentists or
produced and sold on a semi-custom basis by dental laboratories.
AMPSA Products are made of polycarbonate plastic and are designed
to fit over either the upper or lower front incisor teeth and
protect teeth, muscles and joints by significantly suppressing
parafunctional muscle contraction.


TRIBUNE CO: Wins OK of Senior Noteholders' Distribution Deals
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued an
order approving an agreement in aid of implementation of senior
noteholder distributions under Tribune Co.'s Chapter 11 plan.

The agreement was entered into by Tribune, Deutsche Bank Trust
Company Americas, Law Debenture Trust Company of New York, Morgan
Stanley Capital Services Inc. and the committee representing the
company's unsecured creditors.

The deal establishes the procedure to be implemented prior to the
initial distribution to ensure that Morgan Stanley does not
receive a payment on account of senior noteholder claims it held
for its own account until it is determined that they are allowed
claims and are entitled to payment.

The agreement also establishes the formula and procedure for
calculation and distribution of reserved amounts pending
adjudication or resolution of the validity of Morgan Stanley's
setoff.

A full-text copy of the stipulation is available without charge
at http://bankrupt.com/misc/Tribune_StipMSCS.pdf

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRILOGY ENERGY: S&P Gives 'B+' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Calgary, Alta.-based independent oil
and gas exploration and production (E&P) company Trilogy Energy
Corp. The outlook is stable. "At the same time, Standard & Poor's
assigned its 'B' issue-level rating to the company's proposed
C$300 million senior unsecured notes with a '5' recovery rating,
indicating an expectation of modest (10%-30%) recovery for
debtholders in a default scenario," S&P said.

"The rating on Trilogy reflects our view of the company's 'weak'
business risk profile and 'aggressive' financial risk profile,"
said Standard & Poor's credit analyst Aniki Saha-Yannopoulos. "We
view the company's management as 'fair'. The ratings also reflect
our view of Trilogy's operations in a highly cyclical, capital-
intensive, and competitive industry; weak profitability compared
with that of its peers; and limited geographic and operational
diversity. We believe the company's competitive cost structure and
increasing liquids production offset these weaknesses somewhat. In
our opinion, Trilogy's aggressive financial risk profile reflects
the company's improving credit measures and high fixed costs."

"Trilogy is a midsize E&P company (it had about 64 million barrels
of oil equivalent of gross proved reserves at year-end 2011 and
about 33,400 barrels per day production for third-quarter 2012)
that operates mostly in Alberta. About 95% of the company's
reserves and production are from the Kaybob region in Alberta. Pro
forma the proposed notes offering, Trilogy will have about
C$730 million in adjusted debt (our adjustments include asset
retirement obligations [about C$139 million] and operating leases
[about C$12 million])," S&P said.

"The company's cash flow is exposed to the highly volatile and
capital-intensive oil and gas E&P industry. In peak periods,
hydrocarbon prices rise markedly and large profits result.
Currently, E&P companies are benefiting from elevated oil prices;
however, in the long term, the risk remains that oil prices could
decline," S&P said.

"The stable outlook reflects our view that Trilogy's capital
spending program in the Kaybob region will result in increased oil
production and reserves. Given its increasing liquids production,
we foresee the company maintaining credit protection measures that
are adequate for the rating, with leverage projected to be below
2x in the next two years. Because we factor expected reserves and
production growth into the ratings, there is little likelihood of
an upgrade during this period," S&P said.

"A positive rating action for Trilogy would depend on an improving
business risk profile: for example, as the company increases its
reserves and expands its operations such that its increased
liquids production leads to the doubling of netbacks. We would
also expect that the balance-sheet profile will not deteriorate
materially through this period of growth," S&P said.

"We could lower the ratings if Trilogy cannot achieve the expected
production growth (15%-25%) in 2013, profitability deteriorates
significantly either due to lower realized commodity prices or
higher cost profile, or if its debt-to-EBITDA deteriorates to
above the 4.0x-4.5x range. Trilogy's current debt-to-EBITDAX ratio
provides it with ample financial flexibility to outspend its
internally generated cash flow. Based on our forecasts we view a
downgrade as unlikely through 2014," S&P said.


UPPER CRUST: Trustee Proposes December 19 Auction
-------------------------------------------------
Donna Goodison at Boston Herald reports that trustee Mark
DeGiacomo, overseeing the bankruptcy case of the Upper Crust pizza
chain, has proposed a December 19 auction date for the company's
leases, licenses, equipment and inventory.

The report relates it will be up the court to determine the
schedule, according to Mr. DeGiacomo, who called the suggested
Dec. 19 auction date, and a proposed due date for bids two days
earlier, "pretty aggressive."  "The judge and creditors will have
the opportunity to tell us whether those dates make sense or not,"
he said.

The report notes Mr. DeGiacomo also has recommended that the
auction be held at a Boston hotel due to the large amount of
interest from potential buyers.  About 50 companies have expressed
interest in buying parts or all of the business.


UNITED AMERICAN: Posts $4,000 Operating Loss in Sept. 30 Qtr.
-------------------------------------------------------------
United American Healthcare Corporation filed its quarterly report
on Form 10-Q, reporting net income of $83,000 on $1.9 million of
revenue for the three months ended Sept. 30, 2012, compared with a
net loss of $650,000 on $1.7 million of revenue for the three
months ended Sept. 30, 2011.

Loss from continuing operations was $4,000 for the three months
ended Sept. 30, 2012, compared to loss from continuing operations
of $665,000 for the three months ended Sept. 30, 2011.

Income from discontinued operations was $87,000 for the three
months ended Sept. 30, 2012, compared to income from discontinued
operations of $15,000 for the three months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$15.5 million in total assets, $12.9 million in total liabilities,
and stockholders' equity of $2.6 million.

At Sept. 30, 2012, the Company had net negative working capital of
$8.2 million, compared to net negative working capital of
$10.2 million at June 30, 2012.  According to the regulatory
filing, the Company could go into default on debt or other
obligations that may come due within the current fiscal year,
including the Company's put obligation.  "In addition, the
Company's subsidiary, Pulse Systems, LLC, may go into default on
its obligation to make redemption payments on its preferred
units."

As reported in the TCR on Oct. 18, 2012, Bravos & Associates,
CPA's, in Bloomingdale, Illinois, expressed substantial doubt
about United American's ability to continue as a going concern.
The independent auditors noted that the Company incurred a net
loss from continuing operations of $1.9 million during the year
ended June 30, 2012, and, as of that date, had a working capital
deficiency of $10.2 million.

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

Chicago-based United American Healthcare, through its wholly owned
subsidiary Pulse Systems, LLC, provides contract manufacturing
services to the medical device industry, with a focus on precision
laser-cutting capabilities and the processing of thin-wall tubular
metal components, sub-assemblies and implants, primarily in the
cardiovascular market.


URBAN AG. CORP: Reports $35,900 Net Income in Third Quarter
-----------------------------------------------------------
Urban AG. Corp. filed its quarterly report on Form 10-Q, reporting
net income of $35,918 on $2.0 million of revenue for the three
months ended Sept. 30, 2012, compared with a net loss of $383,620
on $1.9 million of revenue for the same period last year.

General and administrative costs for the three months ended
Sept. 30, 2012, decreased by $486,000 or 76% to $156,802 from
$642,568 in the comparable period in 2011.  The decrease in
general and administrative costs consisted primarily of decreased
costs of $295,000 in indirect salaries and wages and approximately
$117,000 in legal and professional advisory fees.  The balance of
the change was comprised of increases and decreases in various
general and administrative costs netting to approximately $74,000.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $972,685 on $5.5 million of revenue, compared with a net
loss of $131,444 on $5.4 million of revenue for the same period of
2011.

The Company's balance sheet at Sept. 30, 2012, showed $3.0 million
in total assets, total liabilities of $7.5 million, and a
stockholders' deficit of $4.5 million.

According to the regulatory filing, the Company has experienced
substantial losses, has a working capital deficiency of $5.0
million, an accumulated deficit of $7.1 million and is in default
on several financial obligations at Sept. 30, 2012, which raises
substantial doubt about the Company's ability to continue as a
going concern.

A copy of the Form 10-Q for the three months ended Sept. 30, 2012,
is available at http://is.gd/rGFXcA

The Company reported a net loss of $19,008 on $1.8 million of
revenue for the three months ended March 31, 2012, compared with a
net loss of $535,184 on $1.1 million of revenue for the same
period last year.

A copy of the Form 10-Q for the three months ended March 31, 2012,
is available at http://is.gd/63GIc9

The Company reported a net loss of $989,596 on $1.7 million of
revenue for the three months ended June 30, 2012, compared with
net income of $787,360 on $2.4 million of revenue for the same
period last year.

A copy of the Form 10-Q for the three months ended June 30, 2012,
is available at http://is.gd/83LaeD

                          About Urban AG

North Andover, Mass.-based Urban AG is a company focused on a
long-term strategy of pursuing the consolidation of the fragmented
industry that provides outsourced services to general contractors,
facility managers/owners, architects and engineers.

In pursuit of this strategy, on Nov. 7, 2011, Urban Ag entered
into a Stock Purchase Agreement with CCS Environmental World Wide,
a Delaware corporation and the shareholders of CCS.  Urban Ag
acquired 100% of the outstanding shares of CCS.  CCS is a
hazardous material abatement and environmental remediation company
based in Brockton, Massachusetts.


US FOODS: Moody's Rates Senior Unsecured Notes '(P)Caa2'
--------------------------------------------------------
Moody's Investors Service assigned a (P)Caa2 rating to US Foods,
Inc.'s proposed upsized senior unsecured notes and affirmed all
other ratings, including the B3 corporate family rating, and
continued the stable outlook. Upon closing, the $350 million in
proposed proceeds from the notes will be utilized to repay a
$702.5 million term loan set to mature in July 2014.

New ratings assigned:

$750 million ($350 million in new money) senior unsecured notes
due 2019 at (P)Caa2 (LGD5, 83%)

Ratings affirmed include:

Corporate family rating at B3

Probability of default at B3

$521 million senior subordinated notes due 2017 at Caa2 (LGD6,
94%)

$400 million senior unsecured notes due 2019 at Caa2 (LGD5, 83%)

Ratings affirmed and to be upgraded following closing of the
proposed $350 million in senior unsecured notes and full repayment
of the $702.5 million term loan:

$1.584 billion ($350 million in new money) senior secured term
loan due 2017 at B3 (LGD3, 47%)

$425 million senior secured term loan due 2017 at B3 (LGD3, 47%)

Ratings affirmed and to be withdrawn following closing of the
proposed term loan and $350 million senior unsecured notes:

$702.5 million senior secured term loan due 2014 at B3 (LGD3,
47%), which will be repaid proceeds from the proposed term loan
and notes

Ratings Rationale

"The proposed facility aids liquidity by providing funds to fully
repay the $702.5 million term loan maturing July 2014, and
effectively extending $350 million to 2019 from 2014, however it
should be noted that interest costs rise such that coverage is
negatively impacted," stated Moody's Senior Analyst Charlie
O'Shea. "Moody's notes the potential upgrade to B2 of the senior
secured term loan is largely reliant upon the proposed $350
million increase in notes."

US Foods' B3 Corporate Family and Probability of Default ratings
continue to reflect the company's highly leveraged capital
structure and weak credit metrics, positive factors such as its
execution ability and formidable market position as a solid and
defensible number two behind market-leader Sysco in an
increasingly competitive environment led by specialized niche
operators such as Restaurant Depot. The ratings also reflect
Moody's assumption that credit metrics will continue to show only
modest incremental improvement over the next 12 months given an
aggressive financial policy and the fact that much of the
company's cash flows go to service debt and fund capital
expenditures. US Foods' liquidity profile, which Moody's believes
is good, and is a key ratings consideration for the company,
continues to improve and become more manageable from a debt
maturity perspective with the proposed effective extension of the
maturity of the $700 million term loan that is due to mature in
July 2014. In the event the proposed facility is not executed,
liquidity would be impaired.

The stable rating outlook is based on Moody's expectation that US
Foods' credit metrics will continue to incrementally improve to a
level that is more representative of the current B3 rating and
that the company will execute the refinance of the $700 million
term loan maturing in July 2014. The stable outlook also reflects
Moody's view that the company's qualitative factors -- a solid
franchise and market position, growing private label percentage,
and stable, though low, margins -- help to balance out its weak
quantitative profile.

At present, there is minimal upward pressure on the company's
ratings given its highly leveraged profile and the aggressive
financial policy mandated by its sponsors. Absent a significant
improvement in operations, Moody's expects only modest
improvements in credit metrics. Quantitatively, an upgrade could
occur if debt/EBITDA sustains at 6 times, EBITA/interest remains
above 1.75 times, and financial policy remains tempered. In the
event the company's overall liquidity profile deteriorates, which
includes the failure to execute the pending refinance of the $700
million term loan, the ratings could be downgraded. Also, if
credit metrics do not improve such that debt/EBITDA begins making
tangible progress towards 7 times, or if EBITA/interest falls
below 1.25 time, ratings could be downgraded.

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

US Foods, Inc. is a leading North American food service marketing
and distribution company, with annual revenues of around $20
billion. The company operates as a national, broad-line
distributor, providing a complete range of products -- from fresh
farm produce, frozen food, and specialty meat products to paper
products, restaurant equipment, and machinery.


US FOODS: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Rosemont, Ill.-based US Foods Inc. (USF). The
outlook is stable.

"In addition, we assigned our 'B-' issue-level rating to the
company's upsized $1.587 billion term loan, which includes the
proposed $350 million add-on, and affirmed the 'B-' issue level
rating on USF's $425 million senior secured term loan. The
recovery ratings on the term loans are '5', which indicates our
expectation of modest (10% to 30%) recovery for creditors in the
event of a payment default or bankruptcy," S&P said.

"We also left our 'CCC+' issue rating to the upsized $750 million
senior unsecured notes unchanged, the amount of which now includes
the proposed $350 million add-on. The recovery rating on the notes
is '6', indicating our expectation of minimal recovery (0% to 10%)
for note holders in the event of a payment default or bankruptcy,"
S&P said.

"The ratings are subject to change and assume the transaction is
closed on substantially the terms presented to us. Pro forma for
the proposed transaction, total debt outstanding is about $4.9
billion," S&P said.

"The ratings on USF reflect Standard & Poor's Ratings Services'
analysis that the company's financial risk profile will remain
'highly leveraged' for the foreseeable future," said Standard &
Poor's credit analyst Gerald Phelan. "This is based on our opinion
the company has an aggressive financial policy and a significant
debt burden."

"It is our opinion that the company's gross profit margin will
remain under pressure because of continued weak demand and higher
expenses, specifically elevated food costs. However, we expect
credit measures to show slight improvement through 2014 because of
selling, general, and administrative (SG&A) cost reductions and
some debt repayment," S&P said.

"The outlook is stable, and assumes USF is able to raise
sufficient debt to pay off in full its $700 million 2014 term loan
debt maturity. We believe the company should be able to maintain
credit measures at or slightly better than current levels despite
prospects for elevated food and fuel costs," S&P said.

"We could lower the ratings if the economy is stagnant while
inflation is still high, resulting in lower-than-expected demand
for food away from home and reduced EBITDA levels. We could also
downgrade the company if it is unable to pass through the majority
of expected input cost inflation; if FFO to total debt approaches
5%; if leverage reaches the mid- to high-8x area, or if we
think liquidity will become 'less than adequate.' We would
envision credit measures deteriorating to these levels in a
scenario where high single-digit food inflation, a mid-single-
digit drop in volume, and escalating fuel prices result in EBITDA
contracting by about 10%, or debt increases by about $600
million," S&P said.

"It is unlikely that we would consider raising the ratings over
the next year, given US Foods' very aggressive financial policies
due to financial sponsor involvement. In the next three years, we
would consider an upgrade if the company improves its business
risk profile through market share growth and also adopts a more
conservative financial policy, including sustaining leverage below
6x. We estimate this could occur if EBITDA grows about 30% or debt
falls by roughly $1.3 billion," S&P said.


UTSTARCOM INC: Offers to Buy up to 25 Million Ordinary Shares
-------------------------------------------------------------
UTStarcom Holdings Corp. commenced a tender offer to purchase up
to 25,000,000 of its ordinary shares at a price of $1.20 per
share, representing a 30.4% premium to the Nov. 29, 2012, closing
price on the NASDAQ Global Select Stock Market of $0.92 per share.
The tender offer is expected to expire at 5:00 P.M., New York City
time, on Thursday, Jan. 3, 2013, unless extended.  In accordance
with the rules of the Securities and Exchange Commission,
UTStarcom may increase the number of shares accepted in the offer
by no more than two percent of the outstanding shares without
amending or extending the tender offer.

William Wong, chief executive officer of UTStarcom, commented, "We
are pleased to announce this tender offer, which reflects our
confidence in the Company's future prospects and we believe is an
efficient way of returning capital to shareholders and increasing
long-term shareholder value."

UTStarcom's directors and executive officers have advised
UTStarcom that they do not intend to tender their shares in the
tender offer.

The tender offer is not conditioned upon any minimum number of
shares being tendered, but will be subject to other conditions
that are described in the offer to purchase.  UTStarcom intends to
fund share purchases in the tender offer with cash on hand.

Jefferies & Company, Inc., will serve as dealer manager for the
tender offer.  The information agent for the tender offer is
Alliance Advisors LLC, and the depositary is Computershare Trust
Company N.A.  The offer to purchase, the letter of transmittal and
the related materials are being mailed to UTStarcom shareholders.
Shareholders, banks and brokers may call the dealer manager at
(877) 547-6340 (toll free) for any questions or the information
agent at (877) 777-5603 (toll free) for additional copies of the
tender offer documents.

While UTStarcom's board of directors has approved the making of
the tender offer, none of UTStarcom, its board of directors, the
dealer manager, the depositary or the information agent makes any
recommendation to any shareholder as to whether to tender or
refrain from tendering any shares.  UTStarcom has not authorized
any person to make any such recommendation.

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company had income of $11.77 million in 2011, following a net
loss of $65.29 million in 2010, and a net loss of $225.70 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $505.93
million in total assets, $279.29 million in total liabilities and
$226.64 million in total equity.


VELO HOLDINGS: Going to Senior Lenders in Chapter 11 Plan
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Velo Holdings Inc. can emerge from Chapter 11 owned
by first-lien lenders if the bankruptcy court in New York approves
the reorganization plan at a Jan. 23 confirmation hearing.  The
judge approved the explanatory disclosure statement at the end of
last week.

According to the report, Velo filed for reorganization in April
already intending that ownership transfer to senior secured
lenders in exchange for debt.  The plan has a projected 57% to 60%
recovery for first-lien lenders owed $386 million.  Second-lien
creditors owed $210 million will receive nothing.  Unsecured
creditors owed $36 million will split up $375,000, for a 1%
recovery, if the class votes for the plan.  Otherwise, they
receive nothing.

The report relates that the recovery on the first-lien is
composed of the new stock with an expected value ranging between
$30 million and $40 million, according to the disclosure
statement.  In addition, the senior creditors will receive a new
$80 million term loan payable in 5 years with interest at 15%.
Adding to the lenders' recovery is $20 million that was
transformed into a post-bankruptcy secured loan and $75.5 million
in payments made on secured debt during bankruptcy.

Velo was acquired in 2007 by One Equity Partners II LP, which owns
79% of the Class A common stock and all of the preferred stock.

                        About Velo Holdings

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


VIGGLE INC: Incurs $19.5-Mil. Net Loss in Q2 Ended Sept. 30
-----------------------------------------------------------
Viggle Inc. filed its quarterly report on Form 10-Q, reporting a
net loss of $19.5 million on $2.1 million of revenue for the three
months ended Sept. 30, 2012, compared with a net loss of
$33.9 million on $nil revenue for the three months ended
Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$17.3 million in total assets, $22.2 million in total liabilities,
and a stockholders' deficit of $4.9 million.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.

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

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.


WKI HOLDING: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and a B2 Probability of Default Rating to WKI Holding Company Inc.
Moody's also assigned B1 (LGD 3, 41%) ratings to the company's new
$200 million senior secured first lien term loan due 2018 and to
the new $90 million senior secured revolving credit facility
expiring in 2017 issued at the company's U.S. operating
subsidiary, World Kitchen, LLC ("World Kitchen"). Proceeds from
the term loan are expected to refinance existing debt. Ratings are
subject to Moody's review of the final documentation. The outlook
is stable.

The following ratings are assigned to WKI Holding Company, Inc. :

- Corporate Family Rating at B2;

- Probability of Default Rating at B2;

World Kitchen, LLC:

- $90 million senior secured revolving credit facility expiring
   November 2017, at B1 (LGD 3, 41%)

- $200 million senior secured first lien term loan due November
   2018, at B1 (LGD 3, 41%);

The outlook is stable

Ratings Rationale:

The B2 Corporate Family Rating for WKI reflects the company's
relatively modest margins, weak credit metrics, and small scale.
Moody's expects modest growth in the US market as the sector is
mature and intensely competitive and that the company will rely on
its smaller but higher margin Asia business for growth.
Furthermore, heavy investment in the business will constrain debt
reduction and leverage will remain high. However, the rating also
reflects the company's diverse portfolio of longstanding, well--
known houseware brands across a wide range of product categories,
coupled with an impressive global footprint spanning North
America, Europe and Asia.

The rating outlook is stable, based upon Moody's expectation that
the company will continue to grow in international markets (Asia
in particular), which will more than offset any softness in Europe
and North America. The outlook also reflects the company's diverse
portfolio of well recognized houseware brands and good geographic
distribution.

The ratings could be downgraded if operating performance were to
deteriorate such that the company remained cash flow negative for
a sustained period. Any major disruptions to its supply chain or
manufacturing operations that would meaningfully damage the
company's earnings would also contribute to a downgrade. Credit
metrics driving a potential downgrade include debt to EBITDA
sustained above 5.5 times or sustained consumption of cash.

The ratings could be upgraded if debt-to-EBITDA is sustained below
4.5 times while improving profitability and maintaining good
liquidity. Other factors that could contribute to an upgrade
include improved scale, broader geographic diversity, and the
ability to manufacture key brands such as Corelle in multiple
locations.

The principal methodology used in rating WKI Holding Company, Inc.
was the Global Consumer Durables Industry Methodology published in
October 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Headquartered in Rosemont, Illinois, WKI Holding Company, Inc. and
its subsidiaries manufacture, design and market bakeware,
dinnerware, kitchen and household tools, rangetop cookware and
cutlery products. Brands include Corelle, Pyrex, Corningware,
Snapware and Visions, among others. The majority of WKI's equity
is held by financial sponsors W Capital Partners II, L.P. and
Oaktree Capital Management. For the twelve months ending September
30, 2012 the company posted revenues and adjusted EBITDA of around
$596 million and $77 million, respectively.


WKI HOLDING: S&P Gives 'B' Corporate Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Rosemont, Ill.-based WKI Holding Co. Inc. "At the
same time, we assigned our 'B+' issue-level rating to primary
operating company subsidiaries World Kitchen LLC and Snapware
Corp.'s proposed $290 million senior secured credit facility,
which includes a $90 million revolving credit facility due 2017
and $200 million senior secured term loan due 2018. The recovery
rating is '2', indicating our expectation that lenders would
receive substantial (70% to 90%) recovery in the event of payment
default. We expect the transaction to close before Dec. 31, 2012.
Our ratings are based on preliminary terms and documentation and
could change based on final documents," S&P said.

The rating outlook is stable. The amount of reported debt pro
forma for the proposed refinancing is about $230 million.

"The ratings on World Kitchen reflect our view that the company's
financial risk profile is 'highly leveraged' and that the business
risk profile is 'vulnerable.' Our financial risk assessment
reflects World Kitchen's weak credit metrics and expected minimal
free cash flow, and our belief that it has an aggressive financial
policy. Key credit factors in our assessment of World Kitchen's
business risk profile include the company's participation in a
competitive and highly fragmented kitchenware industry, which has
low barriers to entry in some categories, and a narrow product
focus. We believe the company's products are also vulnerable to
changes in consumer tastes and cutbacks in discretionary spending.
We view World Kitchen's management and governance to be 'fair,'"
S&P said.

"We believe World Kitchen is one of the leading companies in the
highly fragmented kitchenware industry, particularly in the niche
dishware, glassware, and bakeware categories," said Standard &
Poor's credit analyst Stephanie Harter. "We believe the company's
narrow product focus leaves it vulnerable to changes in consumer
tastes as well as the overall economy's performance. However, we
believe World Kitchen's products exhibit strong demand, especially
in the company's fiscal fourth quarter."

"The stable outlook reflects our expectation that the company will
maintain its strong niche category positions and improve operating
performance during the near term despite the current weak economic
environment in the U.S. because of the company's growing platform
in the Asia-Pacific region. We estimate that leverage will decline
closer to 5x or below by the end of 2013," S&P said.


ZACKY FARMS: Files Schedules of Assets and Liabilities
------------------------------------------------------
Zacky Farms LLC filed with the Bankruptcy Court for the Eastern
District of Sacramento its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $13,914,004
  B. Personal Property            $58,319,550
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $67,345,041
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                               TBD
                                 -----------      -----------
        TOTAL                    $72,233,554      $67,345,041

                        About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company blames high feed prices for losses in recent years.

The Company has plans to sell itself to pay creditors.  It listed
between $50 million and $100 million in both assets and debts.

Bankruptcy Judge Thomas Holman presides over the case.  Lawyers at
Felderstein Fitzgerald Willoughby & Pascuzzi LLP represent the
Debtor.  The petition was signed by Keith F. Cooper, the Debtor's
sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.


ZACKY FARMS: Can Hire KCC as Administrative Consultant
------------------------------------------------------
Zacky Farms LLC won Bankruptcy Court permission to hire Kurtzman
Carson Consultants LLC outside the ordinary course of business, to
provide administrative services relating to the completion of the
Debtor's schedules and statement of financial affairs, compilation
of the claims in the case and other services related to the plan.

The Debtor will pay KCC's invoices on a monthly basis.  In the
event total fees and expenses are expected to exceed $10,000 in
any single month, KCC may require advance payment from the Debtor
due and payable upon demand and prior to the performance of any
services.  However, all payments by the Debtor to KCC shall be
subject to any limitations on the use of cash collateral.

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

                        About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company blames high feed prices for losses in recent years.

The Company has plans to sell itself to pay creditors.  It listed
between $50 million and $100 million in both assets and debts.

Bankruptcy Judge Thomas Holman presides over the case.  Lawyers at
Felderstein Fitzgerald Willoughby & Pascuzzi LLP represent the
Debtor.  The petition was signed by Keith F. Cooper, the Debtor's
sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.


ZACKY FARMS: Hires FTI Consulting as Chief Restructuring Officer
----------------------------------------------------------------
The Bankruptcy Court granted Zacky Farms LLC's request to continue
employing FTI Consulting, Inc., as the Debtor's Chief
Restructuring Officer, and approving the engagement agreement
between the Debtor and Keith F. Cooper and FTI.

Keith F. Cooper will serve as the Debtor's sole manager.  He will
be assisted by Sean M. Harding and additional FTI staff members as
necessary.

The firm's rates are:

  Professional                           Rates
  ------------                           -----
  Senior Managing Director              $780-895
  Directors / Managing Directors        $560-745
  Associates / Consultants              $280-530
  Administration / Paraprofessionals    $115-230

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

                        About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company blames high feed prices for losses in recent years.

The Company has plans to sell itself to pay creditors.  It listed
between $50 million and $100 million in both assets and debts.

Bankruptcy Judge Thomas Holman presides over the case.  Lawyers at
Felderstein Fitzgerald Willoughby & Pascuzzi LLP represent the
Debtor.  The petition was signed by Keith F. Cooper, the Debtor's
sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.


ZACKY FARMS: Panel Has Green Light to Hire Cohnreznick as Counsel
-----------------------------------------------------------------
The Official Unsecured Committee of Creditors of Zacky Farms, LLC,
sought and obtained U.S. Bankruptcy Court permission to retain
Cohnreznick LLP as Counsel.

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

The firm's rates are:

  Professional             Rates
  ------------             -----
  Clifford A. Zucker        $670
  Howard Konicov            $670
  Roberta Probber           $490
  Jeremy Smith              $365
  Rosellen Martoken         $275

Cohnreznick LLP will provide a 10% discount to its standard hourly
rates.

                        About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company blames high feed prices for losses in recent years.

The Company has plans to sell itself to pay creditors.  It listed
between $50 million and $100 million in both assets and debts.

Bankruptcy Judge Thomas Holman presides over the case.  Lawyers at
Felderstein Fitzgerald Willoughby & Pascuzzi LLP represent the
Debtor.  The petition was signed by Keith F. Cooper, the Debtor's
sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.


ZACKY FARMS: Court Approves Sale Protocol; Jan. 15 Auction Set
--------------------------------------------------------------
Zacky Farms LLC can go forward with the sale of substantially all
of its assets following the Bankruptcy Court's approval of bidding
and auction procedures the Debtor proposed.

Interested parties may submit bids by Jan. 10, 2013.  Bids must
contain a commitment to close the sale transaction by Jan. 31.  If
more than one qualified bid is received, the Debtor will proceed
with the auction, beginning Jan. 15.  The auction will be held at
the Sacramento, California offices of Felderstein Fitzgerald
Willoughby & Pascuzzi LLP, Zacky Farm's bankruptcy counsel.

A hearing to approve the sale is set for the morning of Jan. 18.

At all times during the sale process, Zacky Farms promised to
consult with its creditors committee, and the DIP lender Robert D.
Zacky and Lillian D. Zacy Trust.

Bankruptcy Judge Thomas C. Holman, in a Nov. 20 decision, allowed
Zacky Farms to enter into a so-called stalking horse agreement,
which will set the floor price for the assets.  The Debtor also
may provide any stalking horse bidder with customary bid
protections, including a breakup fee of not more than 3% of the
transaction price in the event the Debtor closes a deal with a
rival bidder.

                         About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company blames high feed prices for losses in recent years.

The Company has plans to sell itself to pay creditors.  It
estimated between $50 million and $100 million in both assets and
debts.

Bankruptcy Judge Thomas Holman presides over the case.  Lawyers at
Felderstein Fitzgerald Willoughby & Pascuzzi LLP represent the
Debtor.  The petition was signed by Keith F. Cooper, the Debtor's
sole manager.

An official committee of unsecured creditors has been appointed in
the case.  The Committee retained Lowenstein Sandler PC as its
lead counsel; Fox Rothschild LLP as its local counsel; and
CohnReznick LLP as its financial advisor.


ZACKY FARMS: Committee Appeals DIP Loan Approval to 9th Cir. BAP
----------------------------------------------------------------
The seven-member Official Committee of Unsecured Creditors
appointed in Zacky Farms LLC's Chapter 11 case has taken an appeal
from the Bankruptcy Court's Final Order authorizing the Debtor to
obtain senior secured superpriority postpetition financing and
utilize cash collateral; granting liens and providing
superpriority administrative expense status; and granting adequate
protection to prepetition secured parties.

The appeal process will skip the District Court level, proceeding
directly to the Bankruptcy Appellate Panel of the Ninth Circuit.

The Committee also has commenced investigation of potential claims
against the Debtor's lenders, and sought documents and other
information in accordance with Rule 2004 of the Federal Rules of
Bankruptcy Procedure from the lenders and other parties to aid in
its probe.

On Nov. 13, the Bankruptcy Court granted final approval to the DIP
financing from the Robert D. Zacky and Lillian D. Zacky Trust
U/D/T dated July 26, 1988.  The Trust, which owns a stake in the
Debtor, committed to provide up to $71 million to finance the
reorganization.  The DIP Order also permits Zacky Farms to use
cash tied to a pre-bankruptcy loan with the Trust, as successor by
assignment to Wells Fargo Bank N.A.

As of the petition date, Zacky Farms owed the Trust not less than
$56,652,663 under an October 2009 credit agreement and a separate
Line of Credit Note.

The Committee said in court papers it has real concern regarding
the prepetition transactions and whether the "loans" should either
be subordinated or recharacterized as equity investments and the
mortgages avoided.  The Committee said it must investigate whether
Wells Fargo's -- and thus the Robert D. and Lillian D. Zacky
Trust's alleged liens and security in interests -- were valid and
perfected as of the Petition Date.  The Committee also said it
must investigate potential claims against the Robert D. and
Lillian D. Zacky Trust unrelated to the Insider DIP Facility.

The court orders approving the DIP loan establish Jan. 4, 2013, as
the deadline for the Committee to investigate the claims of, and
potential claims against, Wells Fargo and Robert D. and Lillian D.
Zacky Trust.  Absent a challenge instituted by the deadline, Wells
Fargo and the Robert D. and Lillian D. Zacky Trust will be
released from all claims related to the pre-bankruptcy credit
facility.

The Robert D. and Lillian D. Zacky Trust owns 50% of the Debtor,
the Richard N. Zacky Irrevocable Trust, the Barbara Jean Zacky
Irrevocable Trust, and the Sharon Zacky Wilensky Irrevocable Trust
each own 16.605% of the Debtor, and Trust A of the Albert and
Beverly Zacky Trust and Trust B of the Albert and Beverly Zacky
Trust each own 0.06% of the Debtor.

The DIP Loan matures on the earliest of Jan. 31, 2013; the
effective date of any Chapter 11 plan of the Debtor; and the
acceleration of the loans or termination of any amount of the DIP
obligations, including as a result of an event of default.

The Robert D. and Lillian D. Zacky Trust is represented by Thomas
Walper, Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.
The Debtor has agreed to pay the Trust's legal fees.

The DIP Order grants the DIP Lender the right to credit bid during
any sale of any of the Debtor's assets, or any judicial
foreclosure of the assets.

                         About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company blames high feed prices for losses in recent years.

The Company has plans to sell itself to pay creditors.  It
estimated between $50 million and $100 million in both assets and
debts.

Bankruptcy Judge Thomas Holman presides over the case.  Lawyers at
Felderstein Fitzgerald Willoughby & Pascuzzi LLP represent the
Debtor.  The petition was signed by Keith F. Cooper, the Debtor's
sole manager.

An official committee of unsecured creditors has been appointed in
the case.  The Committee retained Lowenstein Sandler PC as its
lead counsel; Fox Rothschild LLP as its local counsel; and
CohnReznick LLP as its financial advisor.


ZYTO CORP: Fires Brian Halladay; Kami Howard Named Acting CFO
-------------------------------------------------------------
ZYTO Corp terminated Brian E. Halladay as the Company's Chief
Financial Officer.

The Board of Directors and Management of the Company wish Mr.
Halladay well in his future endeavors.

Until a replacement Chief Financial Officer is appointed, Kami J.
Howard, the Company's President and Chief Operating Officer will
act as the Company's Chief Financial Officer.

                          About ZYTO Corp

Lindon, Utah-based ZYTO Corp.'s operations consist of the
manufacturing and distribution of biocommunication devices and
software designed to facilitate communication between computers
and the human body.

Hansen, Barnett, & Maxwell, P.C., in Salt Lake City, Utah,
expressed substantial doubt about ZYTO'S ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has an accumulated deficit, and negative working capital.

The Company's balance sheet at Sept. 30, 2012, showed $1.22
million in total assets, $3.84 million in total liabilities and a
$2.61 million total stockholders' deficit.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                           Total
                                          Share-      Total
                                Total   Holders'    Working
                               Assets     Equity    Capital
  Company         Ticker         ($MM)      ($MM)      ($MM)
  -------         ------       ------   --------    -------
ABSOLUTE SOFTWRE  ABT CN        128.8       (7.2)       2.7
ADVANCED BIOMEDI  ABMT US         0.2       (2.0)      (1.6)
AK STEEL HLDG     AKS US      3,920.7     (413.9)     450.0
AMC NETWORKS-A    AMCX US     2,152.9     (915.4)     505.9
AMER AXLE & MFG   AXL US      2,674.2     (497.7)     372.3
AMER RESTAUR-LP   ICTPU US       33.5       (4.0)      (6.2)
AMERISTAR CASINO  ASCA US     2,096.6      (25.6)     (26.5)
AMYLIN PHARMACEU  AMLN US     1,998.7      (42.4)     263.0
ANACOR PHARMACEU  ANAC US        42.8       (6.2)      15.9
ARRAY BIOPHARMA   ARRY US        85.5      (96.4)       4.1
AUTOZONE INC      AZO US      6,265.6   (1,548.0)    (676.6)
BERRY PLASTICS G  BERY US     5,025.0     (475.0)  (4,000.0)
BOSTON PIZZA R-U  BPF-U CN      167.0      (86.0)       0.4
CABLEVISION SY-A  CVC US      7,285.3   (5,730.1)     (85.3)
CAPMARK FINANCIA  CPMK US    20,085.1     (933.1)       -
CC MEDIA-A        CCMO US    16,402.3   (7,847.3)   1,449.3
CENTENNIAL COMM   CYCL US     1,480.9     (925.9)     (52.1)
CHENIERE ENERGY   CQP US      1,873.0     (442.2)     117.0
CHOICE HOTELS     CHH US        483.1     (569.4)       7.5
CIENA CORP        CIEN US     1,915.3      (60.3)     710.4
CINCINNATI BELL   CBB US      2,752.3     (684.6)     (68.2)
CLOROX CO         CLX US      4,747.0      (20.0)      20.0
COMVERSE INC      CNSI US       830.6      (80.6)    (105.9)
CYTORI THERAPEUT  CYTX US        32.0       (9.7)       8.2
DELTA AIR LI      DAL US     44,352.0      (48.0)  (5,061.0)
DIRECTV           DTV US     20,353.0   (4,735.0)     953.0
DOMINO'S PIZZA    DPZ US        441.0   (1,345.5)      74.0
DUN & BRADSTREET  DNB US      1,821.6     (765.7)    (615.8)
DYAX CORP         DYAX US        57.2      (48.4)      26.7
DYNEGY INC        DYN US      5,971.0   (1,150.0)   1,364.0
FAIRPOINT COMMUN  FRP US      1,798.0     (220.7)      31.1
FERRELLGAS-LP     FGP US      1,397.3      (27.5)     (50.9)
FIESTA RESTAURAN  FRGI US       289.7        6.6      (13.1)
FIFTH & PACIFIC   FNP US        843.4     (192.2)      33.5
FREESCALE SEMICO  FSL US      3,329.0   (4,489.0)   1,305.0
GENCORP INC       GY US         908.1     (164.3)      48.1
GLG PARTNERS INC  GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US      400.0     (285.6)     156.9
GOLD RESERVE INC  GRZ CN         78.3      (25.8)      56.9
GOLD RESERVE INC  GRZ US         78.3      (25.8)      56.9
GRAHAM PACKAGING  GRM US      2,947.5     (520.8)     298.5
HCA HOLDINGS INC  HCA US     27,302.0   (6,563.0)   1,411.0
HEADWATERS INC    HW US         680.9       (3.1)      73.5
HOVNANIAN ENT-A   HOV US      1,624.8     (404.2)     881.0
HOVNANIAN ENT-B   HOVVB US    1,624.8     (404.2)     881.0
HUGHES TELEMATIC  HUTC US       110.2     (101.6)    (113.8)
HUGHES TELEMATIC  HUTCU US      110.2     (101.6)    (113.8)
INCYTE CORP       INCY US       296.5     (220.0)     141.1
INFOR US INC      LWSN US     5,846.1     (480.0)    (306.6)
IPCS INC          IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US       124.7      (64.8)       2.2
JUST ENERGY GROU  JE CN       1,536.5     (279.0)    (177.1)
JUST ENERGY GROU  JE US       1,536.5     (279.0)    (177.1)
LIMITED BRANDS    LTD US      6,589.0     (245.0)   1,316.0
LIN TV CORP-CL A  TVL US        864.4      (35.0)      67.2
LORILLARD INC     LO US       3,424.0   (1,564.0)   1,364.0
MARRIOTT INTL-A   MAR US      5,865.0   (1,296.0)  (1,532.0)
MERITOR INC       MTOR US     2,501.0     (982.0)     270.0
MONEYGRAM INTERN  MGI US      5,247.0     (163.6)     (95.3)
MORGANS HOTEL GR  MHGC US       577.0     (125.2)      (8.7)
NATIONAL CINEMED  NCMI US       828.0     (347.7)     107.6
NAVISTAR INTL     NAV US     11,143.0     (358.0)   1,585.0
NEXSTAR BROADC-A  NXST US       611.4     (160.3)      35.1
NPS PHARM INC     NPSP US       165.5      (46.7)     121.9
NYMOX PHARMACEUT  NYMX US         2.1       (7.7)      (1.6)
OMEROS CORP       OMER US        32.8       (0.8)       9.6
PALM INC          PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US       249.9     (115.5)     170.6
PLAYBOY ENTERP-A  PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC      PRM US        208.0      (91.7)       3.6
PROTECTION ONE    PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US       513.1      (19.7)      62.0
QUICKSILVER RES   KWK US      2,490.2     (146.7)      68.0
REALOGY HOLDINGS  RLGY US     7,351.0   (1,742.0)    (484.0)
REGAL ENTERTAI-A  RGC US      2,198.1     (552.4)      77.4
REGULUS THERAPEU  RGLS US        40.7       (8.5)      21.0
RENAISSANCE LEA   RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A      REV US      1,183.6     (680.7)     104.7
RURAL/METRO CORP  RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US      2,065.8     (115.1)     686.5
SAREPTA THERAPEU  SRPT US        53.1       (4.6)     (13.0)
SHUTTERSTOCK INC  SSTK US        46.7      (29.9)     (32.9)
SINCLAIR BROAD-A  SBGI US     2,245.5      (52.4)     (14.1)
TAUBMAN CENTERS   TCO US      3,152.7      (86.1)       -
TEMPUR-PEDIC INT  TPX US        913.5      (12.5)     207.0
TESLA MOTORS      TSLA US       809.2      (27.9)    (101.3)
TESORO LOGISTICS  TLLP US       291.3      (78.5)      50.7
THERAPEUTICS MD   TXMD US         3.5       (4.3)      (1.1)
THRESHOLD PHARMA  THLD US        86.2      (44.1)      68.2
ULTRA PETROLEUM   UPL US      2,593.6     (109.6)    (266.6)
UNISYS CORP       UIS US      2,254.5   (1,152.6)     371.3
VECTOR GROUP LTD  VGR US        885.6     (102.9)     243.0
VERISIGN INC      VRSN US     1,983.3      (26.6)     (86.9)
VIRGIN MOBILE-A   VM US         307.4     (244.2)    (138.3)
WEIGHT WATCHERS   WTW US      1,198.0   (1,720.4)    (273.7)
XOMA CORP         XOMA US        79.4      (20.3)      46.9


                            *********

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.
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sell any security of any kind.  It is likely that some entity
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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
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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
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are $25 each.  For subscription information, contact Christopher
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