TCR_Public/121227.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 27, 2012, Vol. 16, No. 358

                            Headlines

17315 COLLINS: Condotel Operator Has OK to Solicit Plan Votes
1946 PROPERTY: Can Use SW Loan Cash Collateral on Final Basis
207 REDWOOD: Plan Outline Denied, Disclosure on Tax Credits Needed
4250 EAST: Fails to Appear at Creditors Meeting; Case Dismissed
A&S GROUP: Permitted to Make Payments Using Suntrust Collateral

A123 SYSTEMS: Blackstone OK'd as Panel's Financial Advisor
A123 SYSTEMS: Saul Ewing Approved as Committee's Co-Counsel
A123 SYSTEMS: Skadden Arps May Assist in CFIUS Matters
AES EASTERN: Brown Rudnick Approved as Committee's Co-Counsel
AES EASTERN: Exclusive Solicitation Period Extended to Jan. 25

AES EASTERN: Steptoe & Johnson OK'd as Committee's Special Counsel
AIDA'S PARADISE: Mark Carpenter OK'd as Estate Valuation Expert
AMEREN ENERGY: Fitch Cuts Issuer Default Rating to 'B-'
AMPAL-AMERICAN: Committee Files Chapter 11 Plan
AS SEEN ON TV: Sells Additional Securities for $3.2 Million

ASSURED PHARMACY: Incurs $1.4-Mil. Net Loss in Third Quarter
ATP OIL: Committee Supports Bid to Limit Securities Trading
AVIVA USA: Moody's Lowers Long-Term Issuer Rating to 'Ba2'
AXION INTERNATIONAL: Issues $499,600 Convertible Promissory Notes
B & B: Voluntary Chapter 11 Case Summary

BEAU VIEW: In Chapter 7 After Non-Compliance With US Trustee Deal
BENADA ALUMINUM: Plan Pays Secured Lenders in 5 Years
BENADA ALUMINUM: FTL Hikes Loan Commitment to $2.5-Mil
BERNARD L. MADOFF: 2nd Cir. Affirms $220MM Deal With Levy Heirs
BOREAL WATER: Incurs $279,400 Net Loss in Third Quarter

BROOKLYN NAVY: Moody's Cuts Senior Secured Debt Rating to 'B3'
CAREFREE WILLOWS: Files Fourth Amended Plan
CATALYST PAPER: Accepts Bid for Snowflake Mill Assets
CATALYST PAPER: Asset Sale to Pacifica Collapses
CDC CORP: Emerges From Chapter 11 Bankruptcy

CEREPLAST INC: Hans Black Discloses 8.9% Equity Stake
CHINA PEDIATRIC: Incurs $3.6-Mil. Net Loss in Third Quarter
CHISEN ELECTRIC: Obtains RMB200 Million Loan From Chaowei Power
CIMA LLC: Bankruptcy Administrator Withdraws Case Dismissal Bid
CITIZENS DEVELOPMENT: U.S. Trustee Unable to Form Creditors Panel

CLARE OAKS: Creditors Have Until Jan. 22 to File Proofs of Claim
CLEAR CREEK: Joint Amended Disclosure Statement Approved
CLEAR CREEK: Taps Legacy Land as Professional Land Use Consultant
CLEAR CREEK: Allen Matkins Has Reduced Role in Case
CLEARWIRE CORP: Comcast Holds 12.8% of Class A Shares

CLEARWIRE CORP: Sprint Owns 52.8% of Class A Shares
COACTIVE HOLDINGS: Moody's Affirms 'Caa1' CFR After Restructuring
CONDOR DEVELOPMENT: Washington State Seeks Case Dismissal
CONDOR DEVELOPMENT: Lane Powell Replaces Vortman & Feinstein
CPI CORP: Anticipates Excess of $20MM Net Loss in Nov. 10 Quarter

CPI CORP: Delays Wal-Mart Lease Payments Until April 10
CROSSOVER FINANCIAL: Renews NavPoint Contract Until 2013
DAZ VINEYARDS: Court Confirms Fourth Amended Plan
DETROIT, MI: Michigan Appoints Financial Review Team
DIAL GLOBAL: Deregisters 2.4 Million Common Shares Under Plans

DOWNTOWN MISSION: Moody's Affirms 'Ba1' Rating on Sr. Rev. Bonds
DRINKS AMERICAS: Delays Form 10-Q for October 31 Quarter
EASTMAN KODAK: Court Approves Cancellation of Samsung Deal
EASTMAN KODAK: Global OLED Sues Over Ownership of 18 Patents
EDISON MISSION: Fitch Lowers Issuer Default Rating to 'D'

ENGLOBAL INC: Extends Forbearance with Lenders Until April 30
EPAZZ INC: Incurs $1.6 Million Net Loss in Third Quarter
FIRST PLACE: Bayard P.A. Approved as Delaware Counsel
FIRST PLACE: FTI Consulting Approved as Financial Advisor
FIRST PLACE: Holdco Inc. OK'd as Committee's Financial Advisor

FIRST PLACE: Kirkland & Ellis Approved as Committee's Counsel
FORT LAUDERDALE BOATCLUB: Files First Amended Disclosure Statement
FREEDOM COMMS: NY Court Clears French Bank From Debt Buyer's Costs
FRONTIER HEALTHCARE: Voluntary Chapter 11 Case Summary
GARLOCK SEALING: McKarcher Leaves Covington, Withdraws as Counsel

GENERAL MOTORS: To Buy Back Stock From Treasury
GMX RESOURCES: Board OKs Reverse Stock Split of Common Stock
GRACECHURCH INVESTMENTS: Faces Censure for Pressuring Clients
GREEN ENDEAVORS: Restates 2011 Form 10-K to Correct Errors
HAMPTON ROADS: Appoints Director of Commercial Banking Services

HAYDEL PROPERTIES: Court Wants Disclosure on Possible Claims v. BP
HELRICH HOTEL: Moody's Cuts Rating on Sr. Revenue Bonds to 'Caa1'
HERITAGE CONSOLIDATED: Files Second Amended Disclosure Statement
HERITAGE CONSOLIDATED: Taps G.R. Baum as Consultant/Expert Witness
HIGHER PLANES: Voluntary Chapter 11 Case Summary

HMX GROUP: Court Approves Sale to Authentic Brands
HOLLIFIELD RANCHES: Court Confirms Sixth Amended Plan
HONDO MINERALS: Restates 2012 Annual Report; Has $7.4MM Net Loss
HOSTESS BRANDS: Wants Arbitration Hearing Continued Until Jan. 25
IMAGENETIX INC: Case Summary & 20 Largest Unsecured Creditors

IMPLANT GENERAL: Case Summary & 11 Largest Unsecured Creditors
INNER CITY: Judge Dismisses Shareholder Suit Over IP Sale
JAMMIN JAVA: Incurs $944,700 Net Loss in October 31 Quarter
JASPERS ENTERPRISES: Chapter 11 Reorganization Dismissed
JCK HOTELS: Reorganization Plan Confirmed at Cramdown Hearing

JER/JAMESON MEZZ I: Second Amended Joint Plan Confirmed
K-V PHARMACEUTICALS: Panel Taps Curtis Mallet as Conflicts Counsel
KM ASSOCIATES: To Sell All Assets Under Reorganization Plan
KNIGHT CAPITAL: Signs Merger Agreement with GETCO Holding
KNIGHT CAPITAL: Jefferies & Company Owns 46.9% of Class A Shares

LAKELAND DEVELOPMENT: H. Henry Eshraghian Approved as Tax Preparer
LARSON LAND: Trustee Taps Cook Martin to Prepare Tax Returns
LI-ION MOTORS: Incurs $39,000 Net Loss in October 31 Quarter
LOCATION BASED TECH: Sues JMJ Financial Over Promissory Notes
MDU COMMUNICATIONS: Incurs $6.4-Mil. Net Loss in Fiscal 2012

MDU COMMUNICATIONS: SF Investors Owns 6.4% Equity Stake
MID PINE: Case Summary & 2 Largest Unsecured Creditors
MILAGRO OIL: James Ivey Resigns CEO, President and Director Posts
MMRGLOBAL INC: Has License Agreement With Healthcare Holdings
MOHAWK INDUSTRIES: Moody's Affirms 'Ba1' Corp. Family Rating

MY DENTIST: Case Summary & 20 Largest Unsecured Creditors
NAVISTAR INTERNATIONAL: Incurs $3-Bil. Net Loss in Fiscal 2012
NESBITT PORTLAND: Joint Plan Features Two Alternatives for Funding
NEW ENGLAND COMPOUNDING: Files Ch.11 to Address Meningitis Claims
NORTEL NETWORKS: Seeks Court Approval of Incentive Plan

ODYSSEY DIVERSIFIED: Amends Schedules of Assets and Liabilities
OLDE PRAIRIE: Equity Holders Object to Cancellation of Shares
PACESETTER FABRICS: Court Rejects Bid to Use Cathay Bank's Cash
PACIFIC MONARCH: Amended Reorganization Plan Declared Effective
PALM COURT: Case Summary & 5 Largest Unsecured Creditors

PALM COURT AT 23RD: Case Summary & 20 Largest Unsecured Creditors
PATRIOT COAL: Houlihan Lokey Approved as Panel's Investment Banker
PATRIOT COAL: Mesirow Financial OK'd as Panel's Financial Advisor
PATRIOT COAL: Court Approves Settlement Deal With Evansville
PINNACLE ENTERTAINMENT: Fitch Affirms 'B' IDR on Ameristar Deal

PITT PENN: Secured Lender Files Joint Chapter 11 Plan
PMI GROUP: Court Approves Creditor Settlement Over Unit's NOLs
POWERWAVE TECHNOLOGIES: NASDAQ Delisting Hearing Set for Jan. 31
POWERWAVE TECHNOLOGIES: Shareholders Elect 7 New Directors
PROASSURANCE CORP: Moody's Review (P)Ba2 Preferred Stock Rating

RADIOSHACK CORP: Names Troy Risch as EVP of Store Operations
RITZ CAMERA: Says Ch. 7 Trustee May Complete Asset Liquidation
RLH ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
RVUE HOLDINGS: Incurs $1.8-Mil. Net Loss in Third Quarter
SAGAMORE PARTNERS: Can Hire Goldstein for Accounting Services

SAGAMORE PARTNERS: Has Nod to Hire Meckler Bulger as Fees Expert
SAN BERNARDINO, CA: Court Stays CalPERS' Collection Efforts
SPANSION INC: 3rd Cir. Says Prior Patent Deal Blocks Suit v. Apple
SPRINT NEXTEL: Holds 52.8% of Clearwire Class A Shares
STABLEWOOD SPRINGS: Case Summary & 20 Largest Unsecured Creditors

TAYLOR BEAN: Trust Inks Deal With Government
TRIDENT MICROSYSTEMS: Joint Liquidation Plan Declared Effective
UNIGENE LABORATORIES: Postpones Special Meeting Indefinitely
UNILAVA CORP: Incurs $890,600 Net Loss in Third Quarter
VALENCE TECHNOLOGY: Taps Armanino McKenna as Appraiser

VISCOUNT SYSTEMS: Dennis Raefield Named COO and CSO
VIVARO CORP: To Auction Off Assets in January
WESTERN POZZOLAN: Prefers Chapter 11 Trustee Over Case Dismissal
WINNIE COMMUNITY: Voluntary Chapter 11 Case Summary
WOLF MOUNTAIN: $220M Suit Against Oak Hill Tossed

XENONICS HOLDINGS: Incurs $2.2-Mil. Net Loss in Fiscal 2012
XTREME GREEN: Incurs $717,900 Net Loss in Third Quarter

* NJ Court Clarifies Inquiry Duties for Construction Liens

* Recent Small-Dollar & Individual Chapter 11 Filings




                            *********


17315 COLLINS: Condotel Operator Has OK to Solicit Plan Votes
-------------------------------------------------------------
U.S. Bankruptcy Judge Robert A. Mark of the U.S. Bankruptcy Court
for the Southern District of Florida has approved the second
amended disclosure statement describing the plan of reorganization
filed by 17315 Collins Avenue, LLC.

The Plan provides for a restructuring of the Debtor's financial
obligations which will allow the Debtor to continue operating as a
full-service condominium/hotel.  The Plan provides for the payment
in full of the Allowed Claims against the Debtor over a period of
approximately five years through the sale of the Debtor's
remaining Units as well as Excess Cash earned from operations of
the Project and any Litigation Proceeds.

Secured note holders owed $19.7 million are impaired and will be
paid with interest at 5% above the Judgment Rate in the form of a
minimum of $2.35 million in cash for the quarter ending Dec. 31,
2012 and (ii) $1.5 million for each calendar quarter
thereafter.  NYLIM, holder of a $13 million secured claim, will
receive quarterly payments from excess cash and from closings on
the units until paid in full in four years.  Holders of non-
insider general unsecured claims totaling $1.42 million will be
paid in full within 5 years from the Effective Date, provided that
higher ranked creditors are paid in full.  The holder of the
equity interest, WaveStone Properties, LLC, will retain its
interests.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/17315_Collins_DS_1015112.pdf

                    About 17315 Collins Avenue

17315 Collins Avenue LLC owns and operates a luxury, beach-front
condominium-hotel located in Sunny Isles Beach, Florida, commonly
known as Sole on the Ocean.  It filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 12-10631) on Jan. 10, 2012.

The Debtor is the sole owner of the Project.  WaveStone Properties
LLC owns 100% of the membership interests in the Debtor and has no
other businesses or assets.  Thomas Feeley is the managing member
of WaveStone.

Judge Robert A. Mark presides over the case.  Lawyers at Meland
Russin & Budwick P.A. serve as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  Mr. Feeley signed the petition.


1946 PROPERTY: Can Use SW Loan Cash Collateral on Final Basis
-------------------------------------------------------------
Judge Ronald B. King has authorized 1946 Property, LLC, to use
cash collateral of SW Loan A, LLP, its prepetition secured lender
on a final basis, in accordance with a budget.

The cash collateral will be used to pay reasonable and necessary
operating expenses, including, but not limited to, property
management, supplies, routine repair and maintenance expenses,
leasing commissions, landscaping, providing utilities with
deposits, and other operating expenses to minimally, preserve, and
optimally, increase the value of the collateral and the Debtor for
the benefit of all creditors.

The Property was approximately 70% leased as of the Petition Date.
Historically, the Property generates $118,500 in monthly revenues,
and requires approximately $100,000 for expenses, not including
debt service, to maintain operations.

The Debtor believes the principal balance owed to the lender, SW
Loan A LP, is $10.3 million as of the Petition Date.  The loan is
secured by a Deed of Trust on the Debtor's real property and an
assignment of rents.

The Debtor proposes to grant the lender, as additional adequate
protection a replacement lien in all of its postpetition generated
cash and cash collateral.

                        About 1946 Property

1946 Property, LLC, is a Texas liability company.  The Debtor's
sole manager is Edward Reiss.  The Debtor owns a 252-unit
condominium community located at 1946 Northeast Loop 410, in San
Antonio, Texas.  The Company filed a bare-bones Chapter 11
petition (Bankr. W.D. Tex. Case No. 12-52489) in San Antonio on
Aug. 7, 2012.  Bankruptcy Judge Leif M. Clark presides over the
case.  Vickie L. Driver, Esq., at Coffin & Driver, PLLC,
represents the Debtor.  In its petition, the Debtor estimated
$10 million to $50 million in assets and debts.


207 REDWOOD: Plan Outline Denied, Disclosure on Tax Credits Needed
------------------------------------------------------------------
The Hon. Nancy V. Alquist of the U.S. Bankruptcy Court for the
District of Maryland has denied approval of the disclosure
statement explaining the Plan of Reorganization proposed by 207
Redwood LLC and creditor RL BB Financial, LLC.

According to a Nov. 15, 2012 proceeding memo, the Court said
additional disclosure is needed with respect to historic tax
credits.

A new Disclosure Statement hearing will be set once an amended
Disclosure Statement is filed.

                   Nov. 13 Disclosure Statement

The Plan Disclosure dated Nov. 13, 2012, stated that after a
period of negotiations, the Debtor together with RL BB, a secured
creditor, decided to jointly file a plan of reorganization for the
creditors' consideration.

The purpose of the Plan is to have all of the Debtor's assets,
including the property and historic tax credits transferred to RL
BB (or its designee), which will pay all real estate taxes and
administrative claims, and make certain funds available for
unsecured claims.

RL BB will acquire all assets of the Debtor and will make all
distributions under the Plan.  All property of the Debtor's estate
not otherwise specifically treated under the Plan will become
property of RL BB (or its designee).  Payments made under the Plan
will be made by RL BB.

Under the Plan, the Holders of Interests in the Debtor will not
receive or retain anything on account of their Interests, and
their Interests will be canceled and extinguished as of the
Effective Date.  The Holder of the Allowed Secured Claim will
receive payment equal to 100% of its Allowed Secured Claim on the
Effective Date. All Classes, except Class 1, are impaired under
the Plan

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/207_REDWOOD_ds.pdf

                        About 207 Redwood

Columbia, Maryland-based 207 Redwood LLC was created to own,
rehabilitate and develop a 10-story historic building located at
207 East Redwood Street in downtown Baltimore, Maryland, into a
hotel.  The Debtor filed for Chapter 11 protection (Bankr. D. Md.
Case No. 10-27968) on Aug. 6, 2010.  James A. Vidmar, Jr., Esq.,
and Lisa Yonka Stevens, Esq., at Logan, Yumkas, Vidmar & Sweeney,
LLC, in Annapolis, Md., assist the Debtor in its restructuring
effort.  In its amended schedules, the Debtor disclosed
$14.5 million in assets and $24.1 million in liabilities as of the
Petition Date.


4250 EAST: Fails to Appear at Creditors Meeting; Case Dismissed
---------------------------------------------------------------
The Hon. Charles G. Case II of the Bankruptcy Court for the
District of Arizona dismissed the Chapter 11 case of 4250 East
Broadway, L.L.C.

The Court, in a dismissal order, said that the Debtor failed to
timely file the schedules and statements, and failed to appear and
be examined at the meeting of creditors.

Victoria Properties Management, L.L.C. filed an involuntary
Chapter 11 petition against Phoenix, Arizona-based 4250 East
Broadway, L.L.C. (Bankr. Case D. Ariz. No. 10-32567) on Oct. 8,
2010.  According to the Debtor's case docket, on Sept. 27, 2012,
the Court issued an order granting the Debtor relief from the
Involuntary Case.  The Court required the Debtor file its
schedules of assets and liabilities and statement of financial
affairs by Oct. 11, 2012.  Bankruptcy Judge Charles G. Case, II
presides over the case.  The petitioner was represented by Aryeh
D. Schwartz, Esq., at Schwartz Law Firm, P.L.L.C.


A&S GROUP: Permitted to Make Payments Using Suntrust Collateral
---------------------------------------------------------------
Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the
Northern District of Georgia entered a fourth interim consent
order authorizing A&S Group, Inc., to use cash collateral of
SunTrust Bank, a secured creditor of the Debtor, until Dec. 22,
2012, in accordance with a budget.

The Debtor was authorized to pay rent for the real property at
5351 Royal Woods Parkway in Tucker, Georgia for November 2012 to
United Community Bank (UCB) in the amount of $10,792.00, to be
paid on November 15, 2012, and for December 2012, in the amount of
$10,792.00, to be paid December 15, as provided by the Budget.

SunTrust consented to these payments only on the condition that
UCB agrees not to seek any further rent for the months of November
and December 2012 for the Property; and not to seek relief from
the automatic stay with respect to the Property, take action to
foreclose on the Property, or otherwise seek to disturb the
Debtor's rights to possession and use of the Property during the
Interim Period.

The Debtor owes SunTrust pursuant to commercial notes executed by
Debtor in favor of the Bank: (i) revolver note dated July 14,
2011, in the original principal amount $3,500,000; and (ii) term
note dated Sept. 29, 2008, in the original principal amount of
$650,000.  As of Aug. 30, 2012, the outstanding unpaid balances
(principal, interest and late fees) on the revolver note and term
note was $3,559,506 and $312,143, respectively.  The notes are
secured by all of the assets of the Debtor.

As a condition of the Debtor's use of SunTrust's Cash Collateral,
the Debtor granted the Bank, as of the date of filing its
petition, a continuing, additional first priority replacement lien
and security interest in and to all of the now existing or
hereafter arising or after-acquired assets of the Debtor relating
to the Collateral or the SunTrust Cash Collateral, and in the
Operating Account, to secure the Debtor's obligations to the Bank
in accordance with section 361 of the Bankruptcy Code.

                          About A&S Group

Tucker, Georgia-based A&S Group, Inc., aka A&S Marbel and Granite
Imports, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
12-72662) in Atlanta, on Sept. 9, 2012.  The Debtor is an importer
and distributor of decorative ceramic tile and mosaics, and
natural stone products, most of which are used for wall and floor
applications and counter and table tops in residential and
commercial properties.  The Debtor's customer base includes local,
regional and national retailers, home centers, developers and
retailers.

Judge Wendy L. Hagenau oversees the case.  The Law Office of A.
Keith Logue, Esq., serves as the Debtor's counsel.  The Debtor
listed total assets of $10,278,149 and total debts of $17,580,095
in its schedules.  The petition was signed by Sami Durukan,
president.


A123 SYSTEMS: Blackstone OK'd as Panel's Financial Advisor
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
case of A123 Systems, Inc., et al., to retain Blackstone Advisory
partners, L.P. as financial advisor.

As reported in the Troubled Company Reporter on Dec. 4, 2012, the
firm is expected to, 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.

                       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.

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 sought bankruptcy protection 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.  At an auction early in December, JCI's bid
was topped by Wanxiang America's $256.6 million offer.

The Bankruptcy Court approved the sale on Dec. 11.  Wanxiang is
buying most of A123, except for its government business.  Navitas
Systems, a Chicago-area company spun off from Sun MicroSystems, is
buying A123's government business for $2.25 million.

JCI has filed an appeal from the sale approval.


A123 SYSTEMS: Saul Ewing Approved as Committee's Co-Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
case of A123 Systems, Inc., et al., to retain Saul Ewing LLP as
its co-counsel.

The hourly rates of Saul Ewing's personnel are:

         Partners               $350 - $750
         Special Counsel        $300 - $495
         Associates             $245 - $425
         Paraprofessionals      $160 - $275

                       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.

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 sought bankruptcy protection 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.  At an auction early in December, JCI's bid
was topped by Wanxiang America's $256.6 million offer.

The Bankruptcy Court approved the sale on Dec. 11.  Wanxiang is
buying most of A123, except for its government business.  Navitas
Systems, a Chicago-area company spun off from Sun MicroSystems, is
buying A123's government business for $2.25 million.

JCI has filed an appeal from the sale approval.


A123 SYSTEMS: Skadden Arps May Assist in CFIUS Matters
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
A123 Systems, Inc., et al., to employ Skadden, Arps, Slate,
Meagher & Flom LLP and affiliates as special counsel.

Skadden Arps will advise and represent the Debtors on matters that
involve the Committee on Foreign Investment in the United States.
CFIUS is an inter-agency committee of the United States Government
that reviews the national security implications of foreign
investments in US companies or operations.

Skadden Arps has served the Debtors since 2007 on a variety of
matters, including certain corporate, regulatory, tax,
environmental and legislative matters.

The hourly rates of Skadden Arps' personnel are:

         Partners                  $840 - $1,150
         Counsel                   $815 - $895
         Associates                $365 - $755
         Legal Assistants          $195 - $310

                       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.

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 sought bankruptcy protection 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.  At an auction early in December, JCI's bid
was topped by Wanxiang America's $256.6 million offer.

The Bankruptcy Court approved the sale on Dec. 11.  Wanxiang is
buying most of A123, except for its government business.  Navitas
Systems, a Chicago-area company spun off from Sun MicroSystems, is
buying A123's government business for $2.25 million.

JCI has filed an appeal from the sale approval.


AES EASTERN: Brown Rudnick Approved as Committee's Co-Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of AES Eastern Energy, L.P., et al., to retain Brown Rudnick
LLP as its co-counsel.

As reported in the Troubled Company Reporter on Dec. 4, 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 AES Eastern

Ithaca, New York-based AES Eastern Energy, L.P., either directly
or indirectly, control six coal-fired electric generating plants
located in New York State.  Currently, the Debtors actively
operate two of the six power plants and sell the electricity
generated by those plants into the New York wholesale power market
to utilities and other intermediaries under short-term agreements
or directly in the spot market.

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

Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq.,
Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby
& Geddes, P.A., serve as counsel to the Creditors Committee.  FTI
Consulting Inc. is the financial advisor.


AES EASTERN: Exclusive Solicitation Period Extended to Jan. 25
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended,
for the third time, AES Eastern Energy, L.P., et al.'s exclusive
periods to solicit acceptances for the proposed Chapter 11 Plan
until Jan. 25, 2013.

As reported by the Troubled Company Reporter on Nov. 19, the
Debtors scheduled a Dec. 27 hearing for approval of a liquidating
Chapter 11 plan designed to provide 12% recovery to creditors with
$482 million in unsecured claims.  The recovery is largely due to
a $47 million settlement negotiated this month with non-bankrupt
parent AES Corp.

The Court has approved disclosure statement explaining the Plan.

The creditors' committee undertook an investigation regarding
$1 billion in dividends the bankrupt companies sent to the AES
parent between 1998 and 2010.  The company argued that dividends
amounted to fraudulent transfers if made when the companies were
insolvent.  In return for a release of claims against itself and
its officers and directors, AES agreed to pay $47 million when the
Plan becomes effective.  The payment represents most of the $57.5
million projected for distribution to unsecured creditors.

The Debtors have sold four non-operational power plants and other
related assets to GMMM Holdings I LLC, a subsidiary of DSA
Services Inc., for $2.25 million pursuant to an asset purchase
agreement dated Oct. 10, 2012.  The Debtors have won Court
approval of the sale.  Pursuant to the APA, the deal will
terminate if the sale will not have occurred on the close of
business on Dec. 31.

The Debtors said in court papers that the offer by the purchaser
was not the only cash-positive bid, however, the Debtors, working
with their advisors, determined that the proposed transaction with
the purchaser represented the highest and best offer for the
Residual Assets among all the indications of interest received.
The purchaser, which intends to permanently retire the Non-
Operating Facilities, salvage or scrap the equipment, and demolish
the buildings so the sites eventually can be redeveloped, has
extensive experience with power plant demolition, asbestos
abatement, and other necessary skills.  In addition, the Purchaser
has presented the strongest evidence of financial ability to pay
the purchase price and satisfy the assumed liabilities.

Earlier this year, AES also received Court permission to sell the
two operating facilities to secured creditors in exchange for
debt.  At a court hearing in Wilmington, Judge Kevin Carey signed
off on the sale, which rids the AES Corp. unit of its only
operating power plants, located in Cayuga and Somerset, N.Y.

Meanwhile, Jamie Santo at Bankruptcy Law360 reports that a New
York utility blasted AES Eastern Energy's Chapter 11 liquidation
plan, saying the proposal would provide the debtor with a quick
out from its environmental responsibilities while leaving tens of
millions of dollars in long-term obligations in uncertain hands.

                         About AES Eastern

Ithaca, New York-based AES Eastern Energy, L.P., either directly
or indirectly, control six coal-fired electric generating plants
located in New York State.  Currently, the Debtors actively
operate two of the six power plants and sell the electricity
generated by those plants into the New York wholesale power market
to utilities and other intermediaries under short-term agreements
or directly in the spot market.

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

Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq.,
Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby
& Geddes, P.A., serve as counsel to the Creditors Committee.  FTI
Consulting Inc. is the financial advisor.


AES EASTERN: Steptoe & Johnson OK'd as Committee's Special Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of AES Eastern Energy, L.P., et al., to retain Steptoe &
Johnson LLP as special counsel.

Ithaca, New York-based AES Eastern Energy, L.P., either directly
or indirectly, control six coal-fired electric generating plants
located in New York State.  Currently, the Debtors actively
operate two of the six power plants and sell the electricity
generated by those plants into the New York wholesale power market
to utilities and other intermediaries under short-term agreements
or directly in the spot market.

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

Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq.,
Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby
& Geddes, P.A., serve as counsel to the Creditors Committee.  FTI
Consulting Inc. is the financial advisor.


AIDA'S PARADISE: Mark Carpenter OK'd as Estate Valuation Expert
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Aida's Paradise, LLC, to employ Mark G. Carpenter, MAI
and Pinel & Carpenter, Inc. as real estate valuation expert, nunc
pro tunc to Jan. 6, 2012.

The Debtor paid P&V a prepetition retainer of $10,725 for
completion of the appraisals.  The Debtor did not owe any fees or
costs to P&C prior to the commencement of the instant case.  The
Debtor paid $4,275 on Feb. 15, 2012 for services performed during
the bankruptcy case.

                       About Aida's Paradise

Based in Maitland, Florida, Aida's Paradise LLC owns roughly three
acres of developed real property on International Drive in
Orlando, Florida.  It leases various parcels of the I-Drive
Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts
(aka Jennifer's Donuts), and CBS Outdoor (which operates an
electronic billboard on site).

Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla.
Case No. 12-00189) on Jan. 6, 2012.  Chief Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, serves as the Debtor's counsel.  Terry J.
Soifer and Consulting CFO, Inc., serves as its financial advisor.
The petition was signed by Dr. Adil R. Elias, manager.

In its schedules, the Debtor disclosed $15.0 million in total
assets and $9.32 million in total liabilities.

The Debtor has filed a plan that allows the holder of a class of
secured claim, TD Bank, to retain its lien on the I-Drive
Properties, and its allowed secured claim to be paid back over
time.  The class of allowed general unsecured claims will be paid
a pro rata portion of the so-called "cash flow note."  The class
of interests will retain their interest in the Debtor in exchange
for "new value" and, as such, are unimpaired.


AMEREN ENERGY: Fitch Cuts Issuer Default Rating to 'B-'
-------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) of
Ameren Energy Generating Company (Genco) to 'B-' from 'BB-' and
the senior unsecured debt ratings to 'B+/RR2' from 'BB-'.  The
Rating Outlook is Negative.  Fitch's rating action follows the
announcement by Ameren Corp. (AEE), Genco's parent holding
company, that it intends to exit the merchant generation business,
based on an evaluation of Genco's current and projected financial
condition.

The revised ratings also reflect AEE's plan to reduce and
ultimately eliminate Genco's reliance on AEE's financial support
and shared services support.  AEE expects to record in the fourth
quarter of 2012 (4Q'12) a pre-tax non-cash impairment consolidated
charge in the range of $1.5 billion to $2 billion, while Genco's
expected charge is in the range of $50 million to $300 million.
AEE and utility subsidiaries' credit ratings are unaffected by
today's announcement.  Approximately $825 million of debt is
affected by today's rating actions.

Rating Drivers:

Genco's ratings no longer benefit from AEE's ownership and
financial support.  Sustained weakness in wholesale power markets
and demand have eroded Genco's profit margins and suppressed cash
flow profitability over recent years.  Going forward, Fitch
expects AEE's business strategy to focus on its core regulated
utility subsidiaries that management believes offer the most
attractive returns.

Fitch expects Genco's cash flow and credit metrics will continue
to weaken over the forecast period.  Fitch expects funds from
operations (FFO)/interest to approximate 2.0x and FFO/debt, 8%
over 2013-2015.  The downtrend is driven by lower priced hedges
and low forward power prices in the Midwest region where Genco
operates its largely coal-fired merchant generating fleet.

Genco has adequate near-term liquidity with access to AEE's non-
regulated money pool and the ability to exercise, if needed, a put
option agreement entered into with an affiliate that allows Genco
to sell certain assets for the greater of $100 million or asset
fair value. The put option is guaranteed by AEE, and management
has indicated it is likely that Genco will exercise the option.
As of Sept. 30, 2012, Genco had $25 million of cash on hand.

Favorably, Genco has no near-term maturities.  The next maturity
is in 2018 with $300 million due; $250 million is due in 2020, and
$275 million in 2032.  AEE has indicated it will not provide
support to Genco to meet its debt obligations.

Genco has modest capital requirements over the next three years.
Capital expenditures are expected to approximate $180 million over
2013-2015 and Fitch expects capex to be largely financed with
internally generated funds.

The Negative Outlook reflects Fitch's expectations that the
sustained low power price environment will continue to depress
Genco's profit margins as existing above-market hedge contracts
expire.

Recovery Analysis:

The unsecured debt ratings are notched above or below the IDR, as
a result of the relative recovery prospects in a hypothetical
default scenario.  Fitch values the power generation assets that
support the entity level debt using a net present value analysis.
The generation asset net present values vary significantly based
on future gas price assumptions and other variables, such as the
discount rate and heat rate forecasts.

For the net present valuation of generation assets used in Fitch's
recovery valuation case, Fitch uses the plant valuation provided
by its third-party power market consultant, Wood Mackenzie, as an
input as well as Fitch's own gas price deck and other assumptions.

The 'RR2' senior unsecured debt recovery rating indicates superior
recovery prospects given default.  'RR2' rated securities have
characteristics consistent with securities historically recovering
71%-90% of current principal and related interest.

What Could Trigger A Rating Action:

  -- Positive rating action is not contemplated at this time.

  -- Sustained Deterioration In Power Prices: A significant
     worsening of the commodity environment could drive further
     downgrades.

  -- Liquidity Strain: An unexpected rise in capital spending to
     meet environmental requirements could further pressure
     Genco's credit metrics and affect the ratings.

Fitch has downgraded the following rating with a Negative Outlook:

Ameren Energy Generating Company

  -- IDR to 'B-' from 'BB-';
  -- Senior unsecured debt to 'B+/RR2' from 'BB-'.


AMPAL-AMERICAN: Committee Files Chapter 11 Plan
-----------------------------------------------
BankruptcyData.com reports that Ampal-American Israel's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a Chapter 11 Plan and Disclosure Statement.

According to the Disclosure Statement, "The Plan is a reorganizing
plan for the Debtor. Pursuant to the Plan, distributions to
holders of Allowed General Unsecured Claims against the Debtor's
Estate in satisfaction of each such holder's Claim will be the Pro
Rata share (after payment in Cash out of funds held in the Series
B Deposit Account and the Series C Deposit Account) of either (i)
100% of the Preferred Stock of the Reorganized Debtor or (ii) the
Cash Payment if the Equity Buyout Option is exercised pursuant to
Section 4.7 of the Plan. The funds held in the Series B Deposit
Account and the Series C Deposit Account, respectively, shall be
distributed Pro Rata to the holders of the Series B and Series C
Debentures, respectively. The Plan does not provide for any
distribution to Intercompany Claims, however, the Reorganized
Debtor will have the right to adjust, reinstate, cancel,
extinguish, or pay such claims."

                        About Ampal-American

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

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


AS SEEN ON TV: Sells Additional Securities for $3.2 Million
-----------------------------------------------------------
As Seen On TV, Inc., entered into and consummated a Securities
Purchase Agreement with certain accredited investors for the
private sale of 61 units at $50,050 per Unit, each Unit consisting
of (i) 71,500 shares of common stock, par value $0.0001 per share
and (ii) warrants to purchase 35,750 shares of Common Stock at an
initial exercise price of $0.80 per share.  Accordingly, for each
$0.70 invested, investors received one share of Common Stock and
one-half of a Warrant.  The Company received gross proceeds of
$3,053,085 and issued an aggregate of 4,361,550 shares of Common
Stock and Warrants to purchase 2,180,775 shares of Common Stock to
the investors pursuant to the Securities Purchase Agreement.

Effective Dec. 14, 2012, the Company sold an additional 65.3 Units
and received gross proceeds of $3,268,324 and issued 4,669,035
shares of common stock and Warrants to purchase 2,334,518 shares
of common stock to the investors pursuant to the Securities
Purchase Agreement.

The Warrants are exercisable at any time within three years from
the Initial Closing Date at an exercise price of $0.80 per share
with cashless exercise in the event a registration statement
covering the resale of the shares underlying the Warrants is not
in effect within the time period set forth in the Securities
Purchase Agreement.  The Warrants also provide for weighted
average anti-dilution protection in the event that any shares of
Common Stock, or securities convertible into Common Stock, are
issued at less than the exercise price of the Warrants during any
period in which such Warrants are outstanding, subject to certain
exceptions as set forth in the Warrants.

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

                        http://is.gd/alLgNz

                        About As Seen on TV

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

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

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

As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into
an Agreement and Plan of Merger with eDiets Acquisition Company
("Merger Sub"), eDiets.com, Inc., and certain other individuals.
Pursuant to the Merger Agreement, Merger Sub will merge with and
into eDiets.com, and eDiets.com will continue as the surviving
corporation and a wholly-owned subsidiary of the Company.


ASSURED PHARMACY: Incurs $1.4-Mil. Net Loss in Third Quarter
------------------------------------------------------------
Assured Pharmacy, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.40 million on $3.53 million of sales
for the three months ended Sept. 30, 2012, compared with a net
loss of $646,660 on $4.03 million of sales for the same period
last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $3.52 million on $10.84 million of sales, compared with a
net loss of $1.45 million on $12.62 million of sales for the same
period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$2.64 million in total assets, $8.68 million in total liabilities,
and a stockholders' deficit of $6.04 million.

"As of Sept. 30, 2012, the Company had an accumulated deficit of
approximately $42.6 million and recurring losses from operations.
The Company also had negative working capital of approximately
$5.0 million and debt with maturities within one year in the
amount of approximately $2.1 million as of Sept. 30, 2012.

"The Company intends to fund operations through raising additional
capital through debt financing and equity issuances, increased
sales, increased collection activity on past due other receivable
balances and reduced expenses, which may be insufficient to fund
its capital expenditures, working capital or other cash
requirements for the year ending Dec. 31, 2012.  The Company is in
negotiations with current debt holders to restructure and extend
payment terms of the existing short term debt.  The Company is
seeking additional funds to finance its immediate and long-term
operations.  The successful outcome of future financing activities
cannot be determined at this time and there is no assurance that
if achieved, the Company will have sufficient funds to execute its
intended business plan or generate positive operating results.
These factors, among others, 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/GO4ph1

Headquartered in Frisco, Texas, Assured Pharmacy, Inc., is engaged
in the business of establishing and operating pharmacies that
specialize in dispensing highly regulated pain medication for
chronic pain management.

The Company was organized as a Nevada corporation on Oct. 22,
1999, under the name Surforama.com, Inc., and previously operated
under the name eRXSYS, Inc.  The Company changed its name to
Assured Pharmacy, Inc., in October 2005.


ATP OIL: Committee Supports Bid to Limit Securities Trading
-----------------------------------------------------------
BankruptcyData.com reports that ATP Oil & Gas' official committee
of unsecured creditors filed with the U.S. Bankruptcy Court a
joinder to the Debtors' emergency motion for the entry of interim
and final orders (1) establishing procedures for transfers of
equity securities and (2) establishing an effective date for
notice and sell-down procedures for transfers of claims against
the Debtor's estate.

The committee agrees that (i) the Debtor's Tax Attributes
constitute valuable assets to the estate that could be lost if the
Debtor undergoes an 'ownership change' for federal income tax
purposes; (ii) permitting the Debtor to establish (a) procedures
with respect to trading in the Debtor's equity securities and (b)
an effective date for notice and sell-down procedures with respect
to transfers of claims will protect the Debtor's valuable Tax
Attributes.

                          About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Porter Hedges LLP serves as local
co-counsel.  Munsch Hardt Kopf & Harr, P.C., is the conflicts
counsel.  Opportune LLP is the financial advisor and Jefferies &
Company is the investment banker.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Blackhill Partners, LLC, provided
James R. Latimer, III as chief restructuring officer to the
Debtor.  Filings with the Bankruptcy Court and claims information
are available at http://www.kccllc.net/atpog

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

New financing is being provided by some of the first lien lenders.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.   Duff & Phelps Securities, LLC, serves as its financial
advisors.  The Committee tapped Epiq Bankruptcy Solutions, LLC as
its information agent.


AVIVA USA: Moody's Lowers Long-Term Issuer Rating to 'Ba2'
----------------------------------------------------------
Moody's Investors Service has downgraded the insurance financial
strength (IFS) rating of Aviva Life and Annuity Company (Aviva
Life) to Baa2 from Baa1 and the long term issuer rating of its
intermediate U.S. holding company, Aviva USA Corp., to Ba2 from
Ba1. The outlook is negative. The rating action follows the
announcement by ultimate parent Aviva Plc (Aviva, A3 subordinated
debt rating, negative outlook) that it has agreed to sell Aviva
Life and affiliates (together Aviva USA) to Athene Holding, Ltd.
(Athene, unrated), an insurance group affiliated with alternative
investment manager Apollo Global Management LLC, in a transaction
valued at $1.8 billion. The transaction is expected to close in
2013 and is subject to customary closing conditions, including
regulatory approval.

Ratings Rationale

Moody's said that the downgrade of Aviva Life was driven by the
rating agency's expectation that the business and financial
profile of the company will weaken under Athene's ownership,
compared to the company's current credit profile as a subsidiary
of Aviva.

Given Athene's very rapid growth in the fixed annuity business
over the past three years through acquisitions and reinsurance
transactions, Moody's believes Aviva Life's business will become
more concentrated in fixed annuities with less emphasis on life
insurance products, prompting less product diversification at the
company. Of particular concern to the rating agency is the rapid
growth of fixed annuities in the current low interest rate
environment.

"Maintaining product sales through Aviva Life's non-proprietary
distribution channels, as well as maintaining policy persistency,
will be challenging with the ownership change, especially given
the long period of time between the deal announcement and the
anticipated closing during 2013," said Neil Strauss, a Moody's
Senior Credit Officer.

In terms of Aviva Life's financial profile, the rating agency sees
potentially diminished financial flexibility for the company as
part of Athene compared to being part of Aviva plc. Moody's also
expects that Aviva Life's capitalization and investment portfolio
will be managed more aggressively than under Aviva plc's
ownership.

Alternative investment managers (hedge funds and private equity
funds) owning insurance operations tend to be more shareholder
focused, as opposed to policyholder and bondholder-oriented, and
may have a shorter-term horizon and exit strategy relative to the
more traditional players in this industry, said Moody's.

However, on the positive side, Moody's said the transaction has
the potential for improving profitability at Aviva Life given 1)
synergies and cost cutting initiatives that are likely as Athene
can integrate Aviva Life's operations with its existing fixed
annuity businesses, 2) the likelihood Athene will redesign and
reprice the annuity products, and 3) benefits associated with
Athene's Bermuda-based reinsurer.

Moody's has also taken into account the possibility that the
transaction does not close, in which case the rating agency
believes Aviva Life would be negatively impacted by additional
ongoing uncertainty for distributors and policyholders expecting a
final resolution, given parent company Aviva plc has stated it
does not want to own Aviva Life.

The rating agency noted that the negative outlook reflects the
following: (1) execution risk given the complexity of the
transaction, (2) pricing risk and operational risk related to
integration as this transformational transaction is multiples
larger than any done by Athene so far, with its short operating
history, and (3) the macroeconomic environment, with low interest
rates and a weak economic recovery, which pressures the insurance
industry overall, but particularly for a company with a
concentration in annuity products.

Given the negative outlook, an upgrade of Aviva Life's ratings are
unlikely, but the outlook could return to stable if the
transaction is executed in a timely manner according to plan
without business disruption. On the other hand, the following
could lead to a further downgrade of Aviva Life's ratings: (1)
substantial deterioration in the business, distribution channels,
or financial profile of Aviva Life, (2) transaction execution does
not proceed according to plan in a material way, or (3) no sale is
executed and Aviva Life is placed into runoff.

The following ratings were downgraded and assigned a negative
outlook:

  Aviva Life and Annuity Company - insurance financial strength
  rating to Baa2 from Baa1;

Aviva USA Corporation - issuer rating to Ba2 from Ba1.

Aviva USA Life Insurance Group markets and underwrites life
insurance and annuity products in the U.S. As of September 30,
2012, Aviva Life, which is headquartered in Iowa, had consolidated
statutory assets in the insurance operating companies of
approximately $52 billion and combined total adjusted capital of
$3.1 billion.

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

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


AXION INTERNATIONAL: Issues $499,600 Convertible Promissory Notes
-----------------------------------------------------------------
Pursuant to a Note Purchase Agreement dated Aug. 24, 2012, among
Axion International Holdings, Inc., and MLTM Lending, LLC, Samuel
Rose, Allen Kronstadt and other investors, the Company issued and
sold to the Investors an aggregate principal amount of $499,667 of
the Company's 8.0% convertible promissory notes which are
initially convertible into shares of the Company's common stock,
no par value, at a conversion price equal to $0.40 per share of
Common Stock, subject to adjustment as provided on the terms of
the Notes, and associated warrants to purchase, in the aggregate,
1,249,168 shares of common stock, subject to adjustment as
provided on the terms of the Warrants.  In consideration for the
issuance of the Notes and the Warrants, the Investors paid the
Company cash in the aggregate amount of $499,667.  A copy of the
Company's Form 8-K is available for free at http://is.gd/eJSS1X

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010, and 2011.  RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.

Axion International reported a net loss of $9.93 for the 12 months
ended Dec. 31, 2011, compared with a net loss of $7.10 million for
the 12 months ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$6.97 million in total assets, $8.10 million in total liabilities,
$5.86 million in 10% convertible preferred stock, and a
$6.99 million total stockholders' deficit.


B & B: Voluntary Chapter 11 Case Summary
----------------------------------------
Debtor: B & B Drilling Co. Inc.
        P.O. Box 2880
        Mills, WY 82644

Bankruptcy Case No.: 12-21220

Chapter 11 Petition Date: December 17, 2012

Court: U.S. Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Paul Hunter, Esq.
                  2616 Central Avenue
                  Cheyenne, WY 82001
                  Tel: (307) 637-0212
                  Fax: (307) 637-0262
                  E-mail: attypaulhunter@prodigy.net

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

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

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

The petition was signed by John Castellucci, president.


BEAU VIEW: In Chapter 7 After Non-Compliance With US Trustee Deal
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
converted the Chapter 11 case of Beau View of Biloxi, LLC, to a
liquidation under Chapter 7.

On Aug. 22, 2012, the Court entered an agreed order resolving the
U.S. Trustee's second motion to convert or dismiss the Debtor's
case which provided that the case was to be converted if the
Debtor had failed to comply with any or all of the terms of the
agreed order.  The U.S. Trustee has informed the Court that to
date the Debtor has failed to timely file a disclosure statement
and a plan of reorganization.

                   About Beau View of Biloxi

Beau View of Biloxi, LLC, filed a Chapter 11 petition (Bankr. S.D.
Miss. Case No. 12-50141) on Jan. 26, 2012.  The Mandeville,
Louisiana-based debtor disclosed that it is a Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101 (51B) with assets and
debts of $10 million to $50 million.  Judge Katharine M. Samson
presides over the case.  J. Walter Newman, IV, Esq., at Newman &
Newman, serves as the Debtor's counsel.  The petition was signed
by Richard L. Landry, III, designated representative.


BENADA ALUMINUM: Plan Pays Secured Lenders in 5 Years
-----------------------------------------------------
Benada Aluminum Products LLC has filed a disclosure statement in
support of its reorganization plan dated Nov. 29, 2012.

Under the reorganization plan, all Claims against the Debtor will
be classified and treated pursuant to the terms of the Plan.  The
Plan contains a total of six Classes of Claims and Interests as
follows: four (4) Classes of Allowed Secured Claims; one (1) Class
of Allowed General Unsecured Claims; and one (1) Class of
Interests.  Five Classes of Claims and Interests are Impaired and
are entitled to vote in favor or against the Plan. One Class of
Claims is Unimpaired.

On the Effective Date, the Plan provides that Holders of Allowed
Administrative Claims will be paid in full or over time, as set
forth infra and in the Plan.

Holders of Allowed Unsecured Priority Claims (which does not
include ad valorem tax claims) will be paid by the Debtor, with
interest, over a period of five years.

The Holders of Allowed Secured Claims (except FTL Capital) will
retain their respective liens on the Debtor's real and personal
property and be paid in full, with interest, over a period of up
to five years, as the case may be.

The Holders of Allowed Secured Tax Claims shall retain their
statutory liens on the Debtor's personal and real property and
shall be paid in full, with interest accruing at the Statutory
Rate (as defined in the Plan), over a period of five years from
the Petition Date.

The Class of Allowed General Unsecured Claims consists of all
claims of general unsecured creditors shall be paid 100% of their
Allowed Claim with interest, based on monthly payments of $20,000,
but may also receive additional quarterly payments equal to 40% of
the Debtor's quarterly EBITDA.

The Class of Interests consists of all membership interest in the
Debtor existing as of the Petition Date, which such Interests will
be wiped out and re-vested 100% with FTL Capital, in exchange for
the extinguishment of its Allowed Secured Claim (Pre-Petition).

A copy of the disclosure statement is available for free at:

         http://bankrupt.com/misc/BENADA_ALUMINUM_ds.pdf

                           About Benada

Benada Aluminum Products LLC was formed in 2011 to purchase assets
of two aluminum products manufacturing companies.  It purchased
via 11 U.S.C. Sec. 363 the Sanford facility of Florida Extruders
International (Case No. 08-07761).  It also purchased the assets
Miami, Florida-based Benada Aluminum of Florida Inc.  The Debtor
has since consolidated operations and operates only out of its
location in Sanford.

The Company filed for Chapter 11 protection on Aug. 1, 2012
(Bankr. M.D. Fla. Case No. 12-10518).  Judge Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, represents the Debtor.  The Debtor disclosed
$22,009,272 in assets and $11,698,426 in liabilities as of the
Chapter 11 filing.

Wells Fargo is represented by Michael Demont, Esq., and Jay Smith,
Esq., at Smith Hulsey & Busey, in Jacksonville, Florida.  FTL
Capital is represented by Christopher J. Lawhorn, Esq., at Bryan
Cave LLP in St. Louis, Missouri.  Triton Capital Partners Ltd.
serves as exclusive financial advisor and investment banker with
respect to providing assistance with turnaround management.

The Debtor was authorized by the bankruptcy judge at a Sept. 25,
hearing to sell an aluminum extrusion press for $2.9 million to
Tubelite Inc.


BENADA ALUMINUM: FTL Hikes Loan Commitment to $2.5-Mil
------------------------------------------------------
The Hon. Karen S. Jenneman of the Bankruptcy Court for the Middle
District of Florida has approved a first amendment to Benada
Aluminum Products LLC's post-petition financing from FTL Capital
LLC.  Pursuant to the amendment, the loan commitment increased to
$2.5 million.

Benada Aluminum previously won approval for $6.25 million in
loans, where $5 million is provided by Wells Fargo Bank N.A. and
$1.25 million from FLT Capital LLC.

Wells Fargo Bank NA is already owed $7 million on a prepetition
revolving credit and term loan and FLT Capital LLC, a part owner
of the business, is already owed $2 million on a secured
obligation.

The Debtor's obligations under the Senior DIP Credit Agreement,
continue to constitute super-priority claims having priority over
any and all administrative expenses and all other claims.

The Debtor and FTL Capital are authorized to execute modifications
and amendments to the documents and agreements evidencing the DIP
Junior Financing to extend the maturity date to Feb. 6, 2013, and,
upon approval by the Committee, to increase the authorized,
maximum amount of the FTL DIP Loan to $2,500,000.

                           About Benada

Benada Aluminum Products LLC was formed in 2011 to purchase assets
of two aluminum products manufacturing companies.  It purchased
via 11 U.S.C. Sec. 363 the Sanford facility of Florida Extruders
International (Case No. 08-07761).  It also purchased the assets
Miami, Florida-based Benada Aluminum of Florida Inc.  The Debtor
has since consolidated operations and operates only out of its
location in Sanford.

The Company filed for Chapter 11 protection on Aug. 1, 2012
(Bankr. M.D. Fla. Case No. 12-10518).  Judge Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, represents the Debtor.  The Debtor disclosed
$22,009,272 in assets and $11,698,426 in liabilities as of the
Chapter 11 filing.

Wells Fargo is represented by Michael Demont, Esq., and Jay Smith,
Esq., at Smith Hulsey & Busey, in Jacksonville, Florida.  FTL
Capital is represented by Christopher J. Lawhorn, Esq., at Bryan
Cave LLP in St. Louis, Missouri.  Triton Capital Partners Ltd.
serves as exclusive financial advisor and investment banker with
respect to providing assistance with turnaround management.

The Debtor was authorized by the bankruptcy judge at a Sept. 25,
hearing to sell an aluminum extrusion press for $2.9 million to
Tubelite Inc.


BERNARD L. MADOFF: 2nd Cir. Affirms $220MM Deal With Levy Heirs
---------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that the Second
Circuit on Friday dismissed a challenge to Madoff trustee Irving
Picard's $220 million settlement with the heirs of net-winner
Norman F. Levy, a loss for other Bernard Madoff victims who argued
the Levys should have paid more.

Bankruptcy Law360 relates that the court affirmed the deal in a
summary order, saying settlement opponent Marsha Peshkin had not
shown that the purportedly new evidence she offered would have
changed a bankruptcy court's decision to grant approval.

                      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.


BOREAL WATER: Incurs $279,400 Net Loss in Third Quarter
-------------------------------------------------------
Boreal Water Collection, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $279,408 on $779,030 of sales for
the three months ended Sept. 30, 2012, compared with a net loss of
$367,706 on $841,381 of sales for the three months ended Sept. 30,
2011.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $612,453 on $2.13 million of sales as compared to a net
loss of $678,424 on $2.16 million of sales for the nine months
ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$3.90 million in total assets, $3.86 million in total liabilities,
and stockholders' equity of $35,839.

Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, expressed
substantial doubt as to the Company's ability to continue as a
going concern in its report on the Company's financial statements
for the years ended Dec. 31, 2011, and 2010.  Mr. Rodgers noted
that the Company has a minimum cash balance available for payment
of ongoing operating expenses, has experienced losses from
operations since inception, and it does not have a source of
revenue sufficient to cover its operating costs.

According to Boreal Water, its continued operations is dependent
upon generating profits from operations and raising sufficient
capital through placement of its common stock or issuance of debt
securities, which would enable it to carry out its business plan.

A copy of the Form 10-Q is available at http://is.gd/luun2V

Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a
personalized bottled water company specializing in premium custom
bottled water, as a contract packer of bottled water focused on
value-added products and services.  The Company currently offers
four types of water: spring, sparkling, distilled and enhanced
water, which is customized with minerals and oxygen.


BROOKLYN NAVY: Moody's Cuts Senior Secured Debt Rating to 'B3'
--------------------------------------------------------------
Moody's Investors Service has downgraded the senior secured debt
rating of Brooklyn Navy Yard Cogeneration Partners L.P. (BNY
Cogen) to B3 from B1. The outlook continues to be negative.

Ratings Rationale

The latest downgrade takes into consideration the extended outage
the plant is experiencing after the impact of Hurricane Sandy, and
the corresponding impact on the project's financial position and
credit profile. The storm waters flooded the plant site, and
although the turbine generators were not impacted, other equipment
required replacement or refurbishment. Once the extent of the
damage and scope of necessary repairs was assessed, plant
management declared a force majeure event under the contract with
Consolidated Edison Company of New York (ConEd; senior unsecured
rated A3, stable outlook), and the plant has not been running
since. Management anticipates conducting initial testing on the
equipment and returning the unit back to service by the end of the
year. The project has processed a property insurance claim for an
amount between $15 million and $20 million and has already paid
its $250,000 deductible. Initial insurance claim proceeds have
already been received and the remainder is expected to be received
in periodic amounts over the coming months.

Prior to the hurricane, the project was underperforming its budget
over the first 9 months of 2012 and the trailing twelve month debt
service coverage ratio as of September 30, 2012 measured 0.96
times. The outage period should cause the full-year debt service
coverage ratio to measure well below 1.0 times. In October and
November, BNY Cogen had fully drawn on the debt service reserve
letter of credit facility for $29.6 million. The drawn letters of
credit became three-year term loans for $29.6 million. BNY Cogen
utilized $14.4 million to fund debt service payments due in
October, leaving approximately $15.2 million available in the
restricted cash account. Moody's noted in the May press release
that BNY Cogen's rating could come under downward pressure if the
coverage metrics remain below 1.0 times leading to a draw upon the
debt service reserve or if additional operating problems surface
such that financial performance weakens further.

At the end of September, BNY Cogen had $18.7 million in
unrestricted cash on hand, though Moody's anticipates that figure
will be lower at year-end if unrestricted cash was used to pay
fuel demand charges and administrative expenses during the outage
period. Additionally, Moody's notes that the project's $18 million
working capital facility expired at the end of November 2012 and
was not replaced. Moody's also noted in the May press release that
BNY Cogen's rating could come under downward pressure if the
working capital facility was not extended.

Because of the expiration of the Credit Facility, various
beneficiaries drew on $41 million in letters of credit that had
previously supported project contracts, and these letters of
credit became three-year term loans payable in quarterly
installments. The beneficiaries hold the drawn funds as collateral
to support obligations under various contracts. To the extent the
collateral requirements can be mitigated, or replacement
collateral can be found, these funds can be returned to the
project and used to meet the project's liquidity needs. Overall,
these pockets of liquidity should allow the project to meet its
debt service requirements in 2013, especially if the project
resumes operation in a timely manner and generates revenue.

Outlook

The negative rating outlook reflects uncertainty related to the
timetable for the plant to successfully resume full operation and
generate revenue, and it also reflects Moody's expectation that
the project will continue to produce coverage metrics at or near
1.0 times particularly given the higher debt service requirements
for the next three years.

What Could Move The Rating - UP

In light of the downgrade and continuing negative outlook, the
rating is not expected to be upgraded in the near term. However,
the rating outlook could be stabilized if the plant resumes
operations without additional operating challenges and debt
service coverage ratios measure above 1.0 times on a sustainable
basis.

What Could Move The Rating - DOWN

The rating could come under downward pressure if the project
continues to experience operating challenges and burns through its
liquidity pockets.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.

The last rating action was on May 29, 2012, when the senior
secured rating of Brooklyn Navy Yard Cogeneration Partners L.P.
was lowered to B1 from Ba3, and the negative outlook was
maintained.

Brooklyn Navy Yard Cogeneration Partners L.P. is a 286 MW gas-
fired cogeneration facility located in Brooklyn, New York. The
project sells nearly 100% of its power and steam output to ConEd
under a long term sales agreement that expires in 2036. BNY Cogen
is owned by Mission Energy New York Inc., which is owned by Tyche
Power Partners LLC, which is in turn owned by Olympus Holdings LLC
and Metalmark Capital.


CAREFREE WILLOWS: Files Fourth Amended Plan
-------------------------------------------
Carefree Willows, LLC, has submitted to the U.S. Bankruptcy Court
for the District of Nevada a Second Amendment to its Fourth
Amended Plan of Reorganization.

The amendment provides for, among other things:

   1. Class 2 will be comprised of the AG Unsecured Claim and the
claim of Pause 1, LLC.

   2. Class 1 (AG Secured Claim) will be treated under the Plan
as: The amount of the AG Allowed Secured Claim will be the sum of
$30,000,000 (based upon the amended order granting motion to
establish value of Carefree Willows Senior Apartment Complex for
purposes of Plan Reorganization.  The Debtor preserves all of the
objections that it may have to the AG Allowed Secured Claim.

   3. The AG Allowed Secured Claim will be paid down by the
Remaining Contribution, and will be paid down by the balance of
the postpetition payments after the AG deficiency claim is paid in
full, to the extent allowed by the Court.  On or before the 15th
day of each and every month, commencing on the 15th day of the
next month after the Effective Date, the Debtor will make a
monthly payment to AG based upon a 30 year amortization of the AG
Amortized Secured Balance at the AG Interest Rate.

A copy of the Fourth Amended Plan is available for free at
http://bankrupt.com/misc/CAREFREE_WILLOWS_4plan_2ndamendment.pdf

                    About Carefree Willows LLC

Carefree Willows LLC is the owner of a 300-unit senior housing
complex, located 3250 S. Town Center Drive, in Las Vegas,
Nevada.  Carefree Willows filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 10-29932) on Oct. 22, 2010.  The Law Offices of Alan
R. Smith, in Reno, Nevada, serves as counsel to the Debtor.  The
Debtor disclosed $30,604,014 in assets and $36,531,244 in
liabilities as of the Chapter 11 filing.


CATALYST PAPER: Accepts Bid for Snowflake Mill Assets
-----------------------------------------------------
Catalyst Paper has accepted, subject to U.S. Court approval, a
binding bid from an acquisition vehicle organized by Hackman
Capital and its affiliates to purchase the assets of the closed
Snowflake facility and the shares of Apache Railway for
US$13,460,000 and other non-monetary consideration.  The buyer
intends to continue to operate the Apache Railway as a going
concern, and the transaction is supported by the Town of Snowflake
and various local interests.

"We are pleased that this transaction has progressed efficiently
and that the community's interests have been considered through
the process and in the successful bid," said President and Chief
Executive Officer Kevin J. Clarke.  "While paper manufacturing is
part of Snowflake's past, this transaction puts the asset on a
path to a new future that can continue to bring value to the
region."

The winning bid was made at the auction held on Dec. 17, 2012,
under the US Court-approved sale and investor solicitation
procedures.  The sale is expected to complete in the first quarter
of 2013 and is subject to various closing conditions.  A hearing
in the US Court was scheduled for Dec. 19, 2012, to consider
approval of the sale.

                        About Catalyst Paper

Catalyst Paper Corp. -- http://www.catalystpaper.com/--
manufactures diverse specialty mechanical printing papers,
newsprint and pulp.  Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With four mills, located in British
Columbia and Arizona, Catalyst has a combined annual production
capacity of 1.9 million tons.  The Company is headquartered in
Richmond, British Columbia, Canada and its common shares trade on
the Toronto Stock Exchange under the symbol CTL.

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst entered into a restructuring
agreement, which will see its bondholders taking control of the
company and includes an exchange of debt for equity.  The
agreement said it would slash the company's debt by C$315.4
million ($311 million) and reduce its cash interest expenses.
Catalyst also said it will continue to "operate and satisfy" its
obligations to customers, trade creditors, employees and retirees
in the ordinary course of business during the restructuring
process.

On Jan. 17, 2012, Catalyst applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.
Affiliate Catalyst Paper Holdings Inc., filed for creditor
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 12-10219) on the same day and sought recognition of
the Canadian proceedings.

Catalyst joins a line of paper producers that have succumbed to
higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  In
2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.

The Supreme Court of British Columbia granted Catalyst creditor
protection under the CCAA until April 30, 2012.

As reported by the TCR on July 2, 2012, Catalyst received approval
for its reorganization plan from the Supreme Court of British
Columbia.  The Company's second amended plan under the Companies'
Creditors Arrangement Act received 99% support from creditors.

As reported by the TCR on Sept. 17, 2012, Catalyst Paper has
successfully completed its previously announced reorganization
pursuant to its Second Amended and Restated Plan of
Compromise and Arrangement under the Companies' Creditors
Arrangement Act.

Catalyst Paper's balance sheet at Sept. 30, 2012, showed
C$1.04 billion in total assets, C$887.3 million in total
liabilities and C$152.8 million in equity.


CATALYST PAPER: Asset Sale to Pacifica Collapses
------------------------------------------------
Catalyst Paper said Dec. 19 that the sale of its Elk Falls site in
Campbell River to Pacifica Deep Sea Terminals Incorporated did not
close and the sale agreement has been terminated. The sale of the
400-acre industrial site and adjacent properties was initially
expected to close on September 5, 2012.  A non-refundable
prepayment of a portion of the purchase price was received and the
transaction timeline was extended multiple times up to the
ultimate deadline of December 18, 2012.

"It's disappointing that this transaction with Pacifica could not
be completed even with the extended timeline. This is a fully
serviced property in an excellent location and we remain confident
that the right fit between site and buyer will be found that will
bring new jobs and opportunities to Campbell River," said Kevin J.
Clarke, Catalyst President and Chief Executive Officer. "In the
meantime, site personnel are maintaining safety, security and
environmental requirements and complying with all applicable
legislation."

The former pulp and paper site was indefinitely curtailed in 2009
and closed permanently in 2010. It has since been decommissioned
with removal of chemicals, process wastes, and key papermaking
equipment.  The landfills remain intact as does the wastewater
system which continues to operate in preparation for the site's
redevelopment to other industrial uses. The Elk Falls mill began
operation in 1952, and at its peak, produced 784,000 tonnes of
pulp, paper and kraft paper annually.

                        About Catalyst Paper

Catalyst Paper Corp. -- http://www.catalystpaper.com/--
manufactures diverse specialty mechanical printing papers,
newsprint and pulp.  Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With four mills, located in British
Columbia and Arizona, Catalyst has a combined annual production
capacity of 1.9 million tons.  The Company is headquartered in
Richmond, British Columbia, Canada and its common shares trade on
the Toronto Stock Exchange under the symbol CTL.

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst entered into a restructuring
agreement, which will see its bondholders taking control of the
company and includes an exchange of debt for equity.  The
agreement said it would slash the company's debt by C$315.4
million ($311 million) and reduce its cash interest expenses.
Catalyst also said it will continue to "operate and satisfy" its
obligations to customers, trade creditors, employees and retirees
in the ordinary course of business during the restructuring
process.

On Jan. 17, 2012, Catalyst applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.
Affiliate Catalyst Paper Holdings Inc., filed for creditor
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 12-10219) on the same day and sought recognition of
the Canadian proceedings.

Catalyst joins a line of paper producers that have succumbed to
higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  In
2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.

The Supreme Court of British Columbia granted Catalyst creditor
protection under the CCAA until April 30, 2012.

As reported by the TCR on July 2, 2012, Catalyst received approval
for its reorganization plan from the Supreme Court of British
Columbia.  The Company's second amended plan under the Companies'
Creditors Arrangement Act received 99% support from creditors.

As reported by the TCR on Sept. 17, 2012, Catalyst Paper has
successfully completed its previously announced reorganization
pursuant to its Second Amended and Restated Plan of
Compromise and Arrangement under the Companies' Creditors
Arrangement Act.

Catalyst Paper's balance sheet at Sept. 30, 2012, showed
C$1.04 billion in total assets, C$887.3 million in total
liabilities and C$152.8 million in equity.


CDC CORP: Emerges From Chapter 11 Bankruptcy
--------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
CDC's motion to enter into a settlement agreement resolving
disputes between the Debtor, the equity committee, Evolution and
defendant parties in related litigation.  Separately, the
Company's Second Amended Chapter 11 Plan became effective, and the
Company emerged from Chapter 11 protection.

According to documents filed with the Court, "the Plan proposed by
the Debtor and the Equity Committee provides for: (i) a
distribution of existing cash on hand to creditors and equity
holders of the Debtor; (ii) an orderly going concern sale of the
remaining businesses owned by the Debtor and a distribution of the
net cash proceeds received from those businesses to equity holders
of the Debtor; (iii) payment in full plus postpetition interest to
creditors with Allowed Claims; (iv) total distributions to holders
of Allowed Equity Interests in an estimated range of approximately
$5.01 to $6.10 per share; and (v) the pursuit of litigation claims
against, among others, certain prior officers and directors of the
Debtor, including, without limitation, the Debtor's former CEO,
Mr. Peter Yip."

                              About CDC Corp

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

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

The Official Committee of Equity Security Holders of CDC Corp. is
represented by Troutman Sanders.  The Committee tapped Morgan
Joseph TriArtisan LLC as its financial advisor.

The stock of CDC Software Corp. was sold for $249.8 million to an
affiliate of Vista Equity Holdings.

The Debtor won a bankruptcy judge's approval of a Chapter 11 plan
under which shareholders are slated to receive as much as $6.10 a
share.

On July 3, 2012, the Debtor and the Official Committee of Equity
Security Holders filed their First Amended Joint Plan of
Reorganization for CDC Corporation that provides for the sale of
all of the Debtor's assets, for the benefit of the Debtor's
creditors and equity interest holders.  Under the Plan, the
Debtor's chief restructuring officer, Marc Watson, will act as the
disbursing agent and reserve from the sale proceeds sufficient
funds to pay all Allowed Claims in full, plus interest, that
remain unpaid.


CEREPLAST INC: Hans Black Discloses 8.9% Equity Stake
-----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Hans P. Black and his affiliates disclosed
that, as of Dec. 17, 2012, they beneficially own 3,082,171 shares
of common stock of Cereplast Inc. representing 8.98% of the shares
outstanding.  Mr. Black previously reported beneficial ownership
of 2,412,171 common shares or a 7.02% equity stake as of Nov. 21,
2012.  A copy of the amended filing is available at:

                         http://is.gd/fFDTer

                           About Cereplast

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

The Company's balance sheet at June 30, 2012, showed $31.2 million
in total assets, $21.1 million in total liabilities, and
stockholders' equity of $10.1 million.

                         Bankruptcy Warning

"We have incurred a net loss of $6.3 million for the six months
ended June 30, 2012, and $14.0 million for the year ended Dec. 31,
2011, and have an accumulated deficit of $63.2 million as of
June 30, 2012.  Based on our operating plan, our existing working
capital will not be sufficient to meet the cash requirements to
fund our planned operating expenses, capital expenditures and
working capital requirements through Dec. 31, 2012, without
additional sources of cash.

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

"If we cannot obtain sufficient additional financing in the short-
term, we may be forced to curtail or cease operations or file for
bankruptcy," the Company said in its quarterly report for the
period ended June 30, 2012.


CHINA PEDIATRIC: Incurs $3.6-Mil. Net Loss in Third Quarter
-----------------------------------------------------------
China Pediatric Pharmaceuticals, Inc., filed its quarterly
report on Form 10-Q, disclosing a net loss of $3.6 million on
$2.0 million of sales, net of rebates, for the three months ended
Sept. 30, 2012, compared with a net loss of $4.5 million on $6.5
million of sales, net of rebates, for the same period last year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $5.8 million on $13.0 million of sales, net of
rebates, as compared with a net loss of $731,814 on $19.9 million
of sales, net of rebates, for the same period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$16.5 million in total assets, $1.6 million in total liabilities,
and stockholders' equity of $14.9 million.

"As shown in the accompanying consolidated financial statements,
the Company incurred a net loss of $3,580,461 and $4,509,657 for
the three months ended Sept. 30, 2012, and 2011; incurred a net
loss of $5,818,013 and $731,814 for the nine months ended
Sept. 30, 2012, and 2011.  Further, the Company had accumulated
deficit of $3,200,599 as at Sept. 30, 2012.  These create an
uncertainty about the Company's ability to continue as a going
concern.  In this regard, the Company's Chairman has issued a
letter of undertaking that he will provide financial support to
the Company."

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

Headquartered in Xi'an, Shaanxi Province, PRC, China Pediatric
Pharmaceuticals, Inc., is engaged in the business of manufacturing
and marketing of over-the-counter and prescription pharmaceutical
products for the Chinese marketplace as treatment for a variety of
disease and conditions.


CHISEN ELECTRIC: Obtains RMB200 Million Loan From Chaowei Power
---------------------------------------------------------------
Chisen Electric Jiangsu Co., Ltd. -- a 98%-owned subsidiary of
Zhejiang Chisen Electric Co., Ltd., a wholly-owned subsidiary of
Fast More Limited, a wholly-owned subsidiary of Chisen Electric
Corporation -- executed an entrusted loan agreement with Chaowei
Power Holdings Limited and CITIC Trust Co., Ltd., pursuant to
which the Lender will loan to Chisen Jiangsu RMB200 million at an
interest rate of 8% per annum for a term of three years (until
Dec. 16, 2015) for general working capital purposes.

Interest is payable by the Borrower quarterly or upon early
repayment of the loan.  Borrower will repay not less than 25%, 50%
and 75% of the outstanding principal under the loan on or before
the expiration of the 27th, 30th and 33rd months from the
Effective Date, with balance repayable in full upon expiration of
the loan.  After release of the first installment of the loan to
the Borrower, the Borrower can, by advance written notice, repay
all or part of the loan.  Borrower and ZCEC will assume joint and
several obligations regarding the repayment of the principal and
interest of the loan.  Upon receipt of interest or principal, the
Lending Agent will pay the same amount to the Lender within two
business days after deduction of an agreed fee to be charged by
the Lending Agent.

In addition to the joint and several repayment obligations assumed
by the Borrower and ZCEC, the full repayment of the loan, the
interest and the relevant expenses shall be secured by: (a) a
pledge of 98% equity interest in the Borrower by ZCEC for a term
commencing from the date of approval of that pledge by the
competent governmental authority up to the expiration of the
limitation period for action by the Lending Agent under the Loan
Agreement and a joint payment agreement, (b) a pledge of 100%
equity interest in ZCEC by Fast.

                       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.

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.


CIMA LLC: Bankruptcy Administrator Withdraws Case Dismissal Bid
---------------------------------------------------------------
Travis M. Bedsole, Jr., the Bankruptcy Administrator for the
Southern District of Alabama, notified the Court of its withdrawal
of a motion to dismiss the Chapter 11 case of CIMA, L.L.C.

As reported in the Troubled Company Reporter on Nov. 26, 2012,
according to the Bankruptcy Administrator, the Debtor has failed
to comply with the order entered by the Court on Dec. 7, 2011, by
failing to file the BA-2 quarterly fee statement for September
2012, and the quarterly fees due for September 2012.

                        About CIMA L.L.C.

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

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

Bankruptcy Judge Raymond B. Ray later approved a request by the
secured creditor to transfer the case to Alabama (Bankr. S.D. Ala.
11-04981).  Chief Bankruptcy Judge Margaret A. Mahoney now
oversees the case.  Leslie Gern Cloyd, Esq., at Berger Singerman,
P.A., represents the Debtor.  Ronald F. Suber, Attorney at Law,
acts as local counsel.  The Debtor disclosed $18,876,064 in assets
and $10,535,230 in liabilities as of the Chapter 11 filing.

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

The U.S. Trustee said that an official committee has not been
appointed in the bankruptcy case of CIMA, L.L.C.  The U.S. Trustee
reserves the right to appoint such a committee should interest
developed among the creditors.


CITIZENS DEVELOPMENT: U.S. Trustee Unable to Form Creditors Panel
-----------------------------------------------------------------
Tiffany L. Carroll, Acting U.S. Trustee for Region 15, notified
the U.S. Bankruptcy Court for the Southern District of California
that she was unable to appoint an official committee of unsecured
creditors in the Chapter 11 case of Citizens Development Corp.

San Marcos, California-based Citizens Development Corp., owns and
operates the Lake San Marcos Resort and Country Club located in
San Diego County.  The Company filed a voluntary petition for
relief under Chapter 11 (Bankr. S.D. Calif. Case No. 10-15142) on
August 26, 2010.  Ron Bender, Esq., at Levene, Neale, Bender, Yoo
& Brill LLP, represents the Debtor.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Chapter 11 petitions were also filed by affiliates LSM Executive
Course, LLC (Bankr. S.D. Calif. Case No. 10-07480), and LSM Hotel,
LLC (Bankr. S.D. Calif. Case No. 10-13024).

The Plan provides that the funding for the Plan will initially
come from a new value contribution in the amount of up to $375,000
to be made to the Reorganized Debtor by LDG Golf Marketing, LLC,
Telesis' cash collateral in the amount of $50,000 allocated to the
payment of allowed administrative expenses pursuant to the Telesis
Settlement, and the Debtor's additional cash on hand which is
estimated to be $50,000, which collectively equates to up to
$475,000.


CLARE OAKS: Creditors Have Until Jan. 22 to File Proofs of Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
established Jan. 22, 2013, at 4 p.m., as the deadline for any
individual or entity to file proofs of claim against Clare Oaks.

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

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

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

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

On Nov. 15, 2012, the Bankruptcy Court confirmed the Third Amended
Plan of Reorganization for Clare Oaks.  The Plan dated Sept. 13,
2012, was filed by Wells Fargo Bank, National Association, as
Master Trustee and Sovereign Bank, N.A., as plan sponsors.  Terms
of the Plan were reported in prior editions of the Troubled
Company Reporter.

No other plans were filed for the Debtor.

Earlier in the case, the Debtor attempted to sell its Clare Oaks
Campus to ER Propco Co, LLC aka Evergreen for $16 million, subject
to higher and better offers.  Bloomberg News reported the planned
sale was scrapped as the bondholders found it insufficient since
it would have generated only $10 million for them after paying
expenses and the loan financing the bankruptcy.  The bondholders
submitted their own plan.  Bloomberg said the bondholders
sponsoring the plan are owed roughly $95.8 million.

According to Bloomberg, the secured bondholders' plan sets aside
some cash that could pay as much as 2.7% on $1.9 million in
unsecured debt.  For a projected 45% recovery, bondholders will
receive $40 million in new second-lien bonds that will pay
interest only at 4% for 15 years.  The Bloomberg report said
emergence from Chapter 11 will be financed by a $12 million first-
lien secured loan provided by some of the bondholders.


CLEAR CREEK: Joint Amended Disclosure Statement Approved
--------------------------------------------------------
The Hon. Bruce T. Beesley of the Bankruptcy Court for the District
of Nevada has approved the disclosure statement filed by Clear
Creek Ranch II LLC (CCRII) and Clear Creek at Tahoe LLC (CCT) in
support of their first amended joint plan of reorganization.

The joint reorganization plan is underpinned by the Bankruptcy
Court's approval of a sale of the Debtors' Residential Property to
Clear Creek Residential LLC for $19,400,000 and a finding that
Clear Creek Residential is a bona fide purchaser for value.  Under
the parties' deal, Clear Creek Residential will pay $13,400,000,
in cash, at the close of escrow and acquire the Residential
Property subject to the Sierra Clouds Lien in the amount of
$6,000,000.  The sale agreement requires the closing of escrow to
occur on or before May 31, 2013.  The Residential Property will
remain subject to the Sierra Clouds Lien as provided in a
settlement with entities affiliated with Nevada businessman John
Serpa, Sr., and his sons, but will be transferred to Clear Creek
Residential free and clear of all other liens and encumbrances.

CCRII will use the proceeds from the sale of the Residential
Property to pay its creditors in full as provided in the Plan; the
approximate amount necessary to pay CCRII's creditors the allowed
amounts of their Claims in full on or before the Effective Date is
approximately $8,732,137.  CCT, as the 100% owner of CCRII, will
receive the remaining sale proceeds of approximately $4,667,873 to
pay its creditors, with the exception of the Waterfall Classes, in
full on or before the Effective Date as provided in the Plan.

On or before May 31, 2013, Clear Creek OS, LLC, will complete a
purchase of the Open Space from CCR for a purchase price of
$100,000 to be paid in full in cash at the close of escrow.

On or before May 31, 2013, Arendale Clear Creek, LLC, Reorganized
CCRII, and American Capital Management will form Clear Creek
Partners, LLC.  Clear Creek Partners LLC will own 100% of the
membership interests in Clear Creek Golf, LLC, Clear Creek
Residential, LLC, and Clear Creek OS, LLC.  Clear Creek
Residential, LLC will develop the Residential Property.  Any
distribution received by Reorganized CCRII from Clear Creek
Partners, LLC, from the sale of the Residential Property will be
distributed by Reorganized CCRII to Reorganized CCT, which will
use those proceeds to pay the Waterfall Classes CCT U-4 through
CCT U-7 and Class CCT E-1.  It is expected that Waterfall Classes
should begin receiving payments by the third quarter of 2017 and
will be paid all principal on or before March 31, 2022.

                    About Clear Creek Ranch II

Minden, Nevada-based Clear Creek Ranch II LLC owns a 530.74-acre
undeveloped residential subdivision located within the project
known as Clear Creek.  That project included a world-class golf
course, the residential subdivision around the golf course, a lake
house on Lake Tahoe and a fly fishing ranch along the West Walker
River.  The co-developers and joint venturers of the Project are
CCR II's affiliate, Clear Creek at Tahoe LLC, and entities
affiliated with Nevada businessman John Serpa, Sr., and his sons.

On April 30, 2010, the Serpas purchased the $15 million First
Horizon Loan secured by the residential subdivision, and then
threatened foreclosure to coerce CCT to pay money on both the
First Horizon Loan and the (Serpa-owned) Nevada Friends, LLC Note.
The Serpas then scheduled a foreclosure sale for the Residential
Subdivision for July 18, 2011.

On July 18, 2011, Clear Creek Ranch II and Clear Creek at Tahoe
filed separate Chapter 11 bankruptcy petitions (Bankr. D. Nev.
Case Nos. 11-52302 and 11-52303).

In its petition, Clear Creek Ranch II estimated assets and debts
of $10 million to $50 million.  The petitions were signed by James
S. Taylor, the Trustee.

Judge Bruce T. Beesley presides over the cases.  Vincent M.
Coscino, Esq., Thomas E. Gibbs, Esq., and Richard M. Dinets, Esq.,
at Allen Matkins Leck Gamble Mallory & Natsis LLP, in Irvine,
Calif., represented the Debtors as general reorganization counsel.
Amy N. Tirre, Esq., at the Law Offices of Amy N. Tirre, APC, in
Reno, Nev., served as the Debtors as local reorganization counsel.
Beginning Oct. 5, 2012, the Tirre took the lead role, and the
Allen Matkins firm agreed to serve as special counsel.

No creditors' committee has been appointed by the Office of the
United States Trustee.


CLEAR CREEK: Taps Legacy Land as Professional Land Use Consultant
-----------------------------------------------------------------
Clear Creek Ranch II, LLC, et al., ask the U.S. Bankruptcy Court
for the District of Nevada for permission to employ Legacy Land
and Water, LLC to provide professional land use consulting
services effective July 23, 2011.

Legacy will advice, assist and coordinate activities in evaluating
the market, pricing, timing, funding, conservation, sales, and
development strategies.  Legacy's professional land use consulting
services include, among other things, verifying and formalizing
the status of the master plan, development rights, transfer of
development rights, water rights, easements, and other land
entitlements.  As necessary, Legacy has and will continue to
assist CCR II in submitting master plan amendments, zoning change
requests, and transferring or banking development rights.

Legacy has provided land use consulting services to CCR II since
2008.  Legacy is not a creditor in CCT's bankruptcy case; however,
it has asserted an unsecured claim against CCR II in the amount of
$9,632 for consulting services it provided prepetition.  Legacy
has agreed to waive its prepetition claim against CCR II and will
only seek payment for fees incurred postpetition.

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

                    About Clear Creek Ranch II

Minden, Nevada-based Clear Creek Ranch II LLC owns a 530.74-acre
undeveloped residential subdivision located within the project
known as Clear Creek.  That project included a world-class golf
course, the residential subdivision around the golf course, a lake
house on Lake Tahoe and a fly fishing ranch along the West Walker
River.  The co-developers and joint venturers of the Project are
CCR II's affiliate, Clear Creek at Tahoe LLC, and entities
affiliated with Nevada businessman John Serpa, Sr., and his sons.

On April 30, 2010, the Serpas purchased the $15 million First
Horizon Loan secured by the residential subdivision, and then
threatened foreclosure to coerce CCT to pay money on both the
First Horizon Loan and the (Serpa-owned) Nevada Friends, LLC Note.
The Serpas then scheduled a foreclosure sale for the Residential
Subdivision for July 18, 2011.

On July 18, 2011, Clear Creek Ranch II and Clear Creek at Tahoe
filed separate Chapter 11 bankruptcy petitions (Bankr. D. Nev.
Case Nos. 11-52302 and 11-52303).

In its petition, Clear Creek Ranch II estimated assets and debts
of $10 million to $50 million.  The petitions were signed by James
S. Taylor, the Trustee.

Judge Bruce T. Beesley presides over the cases.  Vincent M.
Coscino, Esq., Thomas E. Gibbs, Esq., and Richard M. Dinets, Esq.,
at Allen Matkins Leck Gamble Mallory & Natsis LLP, in Irvine,
Calif., represented the Debtors as general reorganization counsel.
Amy N. Tirre, Esq., at the Law Offices of Amy N. Tirre, APC, in
Reno, Nev., served as the Debtors as local reorganization counsel.
Beginning Oct. 5, 2012, the Tirre took the lead role, and the
Allen Matkins firm agreed to serve as special counsel.

No creditors' committee has been appointed by the Office of the
United States Trustee.


CLEAR CREEK: Allen Matkins Has Reduced Role in Case
---------------------------------------------------
Clear Creek Ranch II, LLC, et al., ask the U.S. Bankruptcy Court
for the District of Nevada for an order:

   -- terminating their employment of Allen Matkins Leck Gamble
      Mallory & Natsis LLP as general reorganization counsel;

   -- employing and substituting Law Offices of Amy N. Tirre, a
      Professional Corporation as new general reorganization
      counsel; and

   -- employing Allen Matkins as special transactional counsel.

The Debtors relate that since the commencement of the cases, Allen
Matkins has represented the Debtors as general counsel, including
as reorganization counsel, and the Tirre Firm has served as
counsel for local matters, including practice in the Bankruptcy
Court and the occasional matter of Nevada law.

The Debtors add that Allen Matkins will have no further
responsibility for title 11 matters.  After Oct. 5, 2012, sole
responsibility for title 11 matters will lie with the Tirre Firm
which is fully cognizant of all pending or uncompleted matters and
deadlines by virtue of its part and ongoing involvement in the
cases.

As special transactional counsel, Allen Matkins will assist with
the Debtors' negotiation, formulation, and preparation of various
transactional documents with their new financial partner so as to
facilitate and fund their reorganization.

To the best of the Debtors' knowledge, Allen Matkins and its
attorneys do not hold any interest adverse to the Debtors.

Additionally, fees for the professional services provided by the
Tirre Firm will continue to be billed at the rates and on the
terms set forth in the employment application of the Tirre Firm.

                    About Clear Creek Ranch II

Minden, Nevada-based Clear Creek Ranch II LLC owns a 530.74-acre
undeveloped residential subdivision located within the project
known as Clear Creek.  That project included a world-class golf
course, the residential subdivision around the golf course, a lake
house on Lake Tahoe and a fly fishing ranch along the West Walker
River.  The co-developers and joint venturers of the Project are
CCR II's affiliate, Clear Creek at Tahoe LLC, and entities
affiliated with Nevada businessman John Serpa, Sr., and his sons.

On April 30, 2010, the Serpas purchased the $15 million First
Horizon Loan secured by the residential subdivision, and then
threatened foreclosure to coerce CCT to pay money on both the
First Horizon Loan and the (Serpa-owned) Nevada Friends, LLC Note.
The Serpas then scheduled a foreclosure sale for the Residential
Subdivision for July 18, 2011.

On July 18, 2011, Clear Creek Ranch II and Clear Creek at Tahoe
filed separate Chapter 11 bankruptcy petitions (Bankr. D. Nev.
Case Nos. 11-52302 and 11-52303).

In its petition, Clear Creek Ranch II estimated assets and debts
of $10 million to $50 million.  The petitions were signed by James
S. Taylor, the Trustee.

Judge Bruce T. Beesley presides over the cases.  Vincent M.
Coscino, Esq., Thomas E. Gibbs, Esq., and Richard M. Dinets, Esq.,
at Allen Matkins Leck Gamble Mallory & Natsis LLP, in Irvine,
Calif., represented the Debtors as general reorganization counsel.
Amy N. Tirre, Esq., at the Law Offices of Amy N. Tirre, APC, in
Reno, Nev., served as the Debtors as local reorganization counsel.
Beginning Oct. 5, 2012, the Tirre took the lead role, and the
Allen Matkins firm agreed to serve as special counsel.

No creditors' committee has been appointed by the Office of the
United States Trustee.


CLEARWIRE CORP: Comcast Holds 12.8% of Class A Shares
-----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Comcast Corporation and Comcast Wireless
Investment, LLC, disclosed that, as of Dec. 17, 2012, they
beneficially own 88,504,132 shares of Class A common stock
Clearwire Corporation representing 12.8% of the shares
outstanding.  A copy of the filing is available for free at:

                         http://is.gd/Vhjqxc

                     About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a provider of 4G mobile broadband network
services in 68 markets, including New York City, Los Angeles,
Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C.,
Atlanta and Boston.

The Company reported a net loss attributable to the Company of
$717.33 million in 2011, a net loss attributable to the Company of
$487.43 million in 2010, and a net loss attributable to the
Company of $325.58 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $8.14
billion in total assets, $5.86 billion in total liabilities and
$2.28 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

The ratings on Clearwire continue to reflect its "highly
leveraged" financial risk profile based on its high debt burden
and "weak" liquidity (both terms as defined in S&P's criteria).
"The ratings also reflect our view that Clearwire has a vulnerable
business position as a developmental-stage company with
significant competition from better capitalized wireless carriers,
including AT&T Mobility and Verizon Wireless, which are deploying
their own 4G wireless services," S&P said in January 2012.

"We believe that the company would likely run out of cash in the
late 2012 to early 2013 time frame absent significant asset sales,
since we view the terms in the December 2011 wholesale agreement
with Sprint Nextel as unfavorable in the near term and will likely
constrain cash inflows in 2012 to 2013.  We have not assumed
spectrum sales in our liquidity assessment because of the
uncertainty involved in finding a buyer, as well as timing.
However, if the company could secure sufficient funding for
operations through 2013, we could raise the ratings," S&P also
stated.


CLEARWIRE CORP: Sprint Owns 52.8% of Class A Shares
---------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Sprint Nextel Corporation and its affiliates
disclosed that, as of Dec. 17, 2012, they beneficially own
739,010,818 shares of Class A common stock of Clearwire
Corporation representing 52.8% of the shares outstanding.  A copy
of the filing is available for free at http://is.gd/Zmxk5t

                    About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a provider of 4G mobile broadband network
services in 68 markets, including New York City, Los Angeles,
Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C.,
Atlanta and Boston.

The Company reported a net loss attributable to the Company of
$717.33 million in 2011, a net loss attributable to the Company of
$487.43 million in 2010, and a net loss attributable to the
Company of $325.58 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $8.14
billion in total assets, $5.86 billion in total liabilities and
$2.28 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

The ratings on Clearwire continue to reflect its "highly
leveraged" financial risk profile based on its high debt burden
and "weak" liquidity (both terms as defined in S&P's criteria).
"The ratings also reflect our view that Clearwire has a vulnerable
business position as a developmental-stage company with
significant competition from better capitalized wireless carriers,
including AT&T Mobility and Verizon Wireless, which are deploying
their own 4G wireless services," S&P said in January 2012.

"We believe that the company would likely run out of cash in the
late 2012 to early 2013 time frame absent significant asset sales,
since we view the terms in the December 2011 wholesale agreement
with Sprint Nextel as unfavorable in the near term and will likely
constrain cash inflows in 2012 to 2013.  We have not assumed
spectrum sales in our liquidity assessment because of the
uncertainty involved in finding a buyer, as well as timing.
However, if the company could secure sufficient funding for
operations through 2013, we could raise the ratings," S&P also
stated.


COACTIVE HOLDINGS: Moody's Affirms 'Caa1' CFR After Restructuring
-----------------------------------------------------------------
Moody's Investors Service affirmed CoActive Holdings LLC's
Corporate Family Rating of Caa1 and lowered the Probability of
Default Rating to Caa2 from Caa1 following the amendments to its
first and second lien credit facilities. Moody's also affirmed the
B3 rating on the first lien credit facility and the Caa2 rating on
the second lien term loan facility. The rating outlook is stable.

Moody's views the company's recent amendments to its revolver and
second lien term loan as distressed exchanges because of the
extended maturity of the revolver and the conversion of interest
on the second lien term loan to entirely PIK interest from cash
interest. As a result of the distressed exchange, an "/LD"
indicator has been appended to the Caa2 PDR, indicating a limited
default pursuant to Moody's definition. The "/LD" indicator will
be removed in approximately 3 business days.

The follow ratings for CoActive Holdings LLC have been affirmed
(with LGD and point estimate changes):

Corporate family rating (CFR) at Caa1;

$25 million senior secured 1st lien revolver expiring July 2014
to B3 (to LGD2, 23% from LGD3, 33%);

$141 million senior secured 1st lien term loan due July 2014 to
B3 (to LGD2, 23% from LGD3, 33%); and

$54 million senior secured 2nd lien term loan due July 2015 to
Caa2 (to LGD4, 58% from LGD5, 79%)

The follow ratings for CoActive Holdings LLC have been downgraded:

Probability of default rating (PDR) to Caa2/LD from Caa1

Ratings Rationale

The recent credit agreement amendments have provided CoActive with
certain liquidity benefits, including increased covenant headroom,
lower cash interest expense, and the extended maturity profile for
its revolving credit facility.

Although the credit agreement amendments provide the company with
liquidity benefits, the Caa1 CFR and Caa2 PDR reflect CoActive's
high financial leverage, near term debt maturities and default
risk over the next 18 months. The CFR also reflects the company's
small scale, exposure to cyclical end-markets, and weak liquidity
profile, including meaningful revolver reliance and limited
covenant headroom.

The ratings are supported by the company's focus on cost reduction
initiatives, including its improved manufacturing footprint
consolidation, which is expected to drive improvement in EBITDA
performance. The ratings are also supported by its product and
end-market diversification and a blue-chip customer base. Further,
Littlejohn's demonstrated support of CoActive through equity cures
and their ongoing involvement in the company's liquidity
management and operational restructuring partially mitigates the
weak credit metrics and liquidity profile. In addition, the
amendment is expected to improve the company's liquidity position.
Moody's has utilized a 65% mean family recovery rate assumption
reflecting an expectation for above average family recovery in a
default scenario.

The stable outlook reflects Moody's view that profitability and
credit metrics will moderately improve in 2013 driven by new
customers wins. Nevertheless, Moody's expects credit metrics to
remain under pressure and the risk of a default remains
significant.

The ratings could be downgraded if the company fails to grow or
stabilize EBITDA in 2013, liquidity weakens or asset sales are
consummated at a price that indicates a lower family recovery
assumption is warranted.

The ratings could be upgrade if CoActive materially grows its
EBITDA, improves its liquidity profile and refinances its capital
structure at more sustainable leverage levels.

The principal methodology used in rating CoActive was the Global
Manufacturing 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.

CoActive Technologies Inc. is primarily engaged in manufacturing
electronic components such as switches and controls serving a wide
variety of end-markets that include off-road, consumer
electronics, automobile, medical, aerospace and other industrial
distribution channels. CoActive was the former Switches Business
of ITT Corporation and was purchased in July 2007 by Littlejohn &
Co., LLC (Littlejohn).


CONDOR DEVELOPMENT: Washington State Seeks Case Dismissal
---------------------------------------------------------
The State of Washington asks the U.S. Bankruptcy Court for the
Western District of Washington to dismiss the Chapter 11 case of
Seattle Group Ltd., a debtor-affiliate of Condor Development LLC.

According to the State, among other things:

   -- the IRS filed a claim in the case for approximately $33,398;

   -- the State is owed in excess of $75,110; and

   -- the Debtor has been unable or unwilling to abide by the
      court mandated deadlines for filing a plan.

                   About Condor Development LLC

Condor Development LLC, aka Ciara Inn and Condor Management Group,
operates the Comfort Inn Suites, a hotel located at SeaTac,
Washington.

Condor Development filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 12-13287) on March 30, 2012, in Seattle.  In its
schedules, the Debtor disclosed $16.4 million in total assets and
$9.11 million in total liabilities.

Affiliate Seattle Group also filed for Chapter 11 protection
(Bankr. Case No. 12-13263) on March 30, 2012.  The Debtor
disclosed $15,501,088 in assets and $10,409,935 in liabilities as
of the Chapter 11 filing.

Vortman & Feinstein and Larry B. Feinstein initially represented
the Debtors as counsel.  They later withdrew from the case and
were replaced by Lane Powell PC.


CONDOR DEVELOPMENT: Lane Powell Replaces Vortman & Feinstein
------------------------------------------------------------
Vortman & Feinstein and Larry B. Feinstein ask the U.S. Bankruptcy
Court for the Western District of Washington for authorization to
withdraw as counsel for Seattle Group, Ltd, and Condor Development
LLC.

In this relation, Lane Powell PC and Mary Jo Heston notified the
Court of their substitution as counsel for the Debtors.  Lane
Powell also sent an application for employment to the U.S. Trustee
for review and was to file the application with the Court.  Lane
Powel requested that any and all future pleadings be served upon
Lane Powell and Mary Jo Heston at these email addresses:

     Mary Jo Heston -- hestonm@lanepowell.com
     Denise Campbell -- campbelld@lanepowell.com
     Docketing-Sea@lanepowell.com

                   About Condor Development LLC

Condor Development LLC, aka Ciara Inn and Condor Management Group,
operates the Comfort Inn Suites, a hotel located at SeaTac,
Washington.

Condor Development filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 12-13287) on March 30, 2012, in Seattle.  In its
schedules, the Debtor disclosed $16.4 million in total assets and
$9.11 million in total liabilities.

Affiliate Seattle Group also filed for Chapter 11 protection
(Bankr. Case No. 12-13263) on March 30, 2012.  The Debtor
disclosed $15,501,088 in assets and $10,409,935 in liabilities as
of the Chapter 11 filing.


CPI CORP: Anticipates Excess of $20MM Net Loss in Nov. 10 Quarter
-----------------------------------------------------------------
CPI Corp. says that its quarterly report on Form 10-Q for the
three months ended Nov. 10, 2012, could not be filed within the
prescribed time period.

The Company says it was not able, without unreasonable effort and
expense, to complete the preparation of its quarterly report on
Form 10-Q due to its accounting for certain premises subject to
operating leases.  According to the Company, it has identified an
error in its accounting records that resulted from the closure of
thirteen (13) studio locations during the first 40 weeks of fiscal
year 2012; the result of which was an understatement of Other
charges.  "Management is currently evaluating the financial
reporting implications and determining if a material weakness
existed."

For the fiscal 2012 third quarter, the Company plans to report net
sales of approximately $70 million, which is a 26% decrease from
the prior year period, and net losses in excess of $20 million.
Results of operations in the period were significantly affected by
comparable store sales declines, impairments and certain other
charges.  The Company has experienced sizable decreases in results
of operations and operating cash flows over the past year, which
has resulted in significant liquidity challenges for the Company.

Since late in fiscal 2011, the Company has had on-going
discussions with its lenders to obtain covenant compliance waivers
to cure defaults under its Credit Agreement as well as increases
to the available borrowing capacity.  These discussions have
resulted in a number of amendments to the Credit Agreement, the
most significant of which is an acceleration of the Credit
Agreement's maturity date to Dec. 31, 2012, and the Company's
engagement of an Investment Bank to solicit offers for a sale
transaction involving the Company.

As of Nov. 10, 2012, the Company was not in compliance with the
Minimum Period Cumulative EBITDAR covenant under its Credit
Agreement, as amended.  Since that time, the Company has also
fallen out of compliance with several additional covenants.

According to the report, the Company is in active discussions with
the lenders to secure both a short-term covenant compliance waiver
to cure the existing defaults, as well as further amendments to
the Credit Agreement to avoid subsequent defaults and allow
sufficient time to sell the Company.

"The Credit Agreement and amounts owed thereunder are due Dec. 31,
2012, and the Company does not have sufficient resources to repay
amounts as they become due.  If the Company is unable to secure
these additional amendments to the Credit Agreement, the Company
may be forced into an orderly liquidation or bankruptcy.  The
outcome of restructuring and sale initiatives required by the
Credit Agreement, as amended, is uncertain and involves matters
that are outside of the Company's control.

"The Company's interim financial information has been prepared
assuming that it will continue as a going concern; however, the
conditions noted above raise substantial doubt about the Company's
ability to do so.

                          About CPI Corp.

Headquartered in St. Louis, Missouri, CPI Corp. provides portrait
photography services at more than 2,500 locations in the United
States, Canada, Mexico and Puerto Rico and provides on location
wedding photography and videography services through an extensive
network of contract photographers and videographers.

The Company reported a net loss of $39.9 million on
$123.2 million of net sales for the 24 weeks ended July 21, 2012,
compared with a net loss of $5.6 million on $159.5 million of net
sales for the 24 weeks ended July 23, 2011.

The Company's balance sheet at July 21, 2012, showed $61.0 million
in total assets, $159.6 million in total liabilities, and a
stockholders' deficit of $98.6 million.


CPI CORP: Delays Wal-Mart Lease Payments Until April 10
-------------------------------------------------------
CPI Corp. entered into the Ninth Amendment to the Master Lease
Agreement, dated as of June 8, 2007, as amended, by and between
the Company and Wal-Mart Stores East, LP, Wal-Mart Stores, Inc.,
Wal-Mart Louisiana, LLC, Wal-Mart Stores Texas, LLC, and Wal-Mart
Stores Arkansas, LLC.  Among other items, this amendment provided
that the Company delay lease payments due to Walmart on Dec. 10,
2012, Jan. 10, 2013, Feb. 10, 2013 and March 10, 2013, until
April 10, 2013.  Interest on the delayed payments is charged at a
rate of 9% annually.  The amendment also terminated the 2013
deferred payment arrangement stipulated in the Eighth Amendment to
the Master Lease Agreement, which was entered into on May 31,
2012.  A copy of the 9th Amendment is available for free at:

                       http://is.gd/xuaWSd

                          About CPI Corp.

Headquartered in St. Louis, Missouri, CPI Corp. provides portrait
photography services at more than 2,500 locations in the United
States, Canada, Mexico and Puerto Rico and offers on location
wedding photography and videography services through an extensive
network of contract photographers and videographers.

For the 24 weeks ended July 21, 2012, the Company reported a net
loss of $39.93 million on $123.24 million of net sales.  The
Company reported a net loss of $56.86 million for the fiscal year
ended Feb. 4, 2012, compared with net income of $11.90 million for
the fiscal year ended Feb. 5, 2011.

KPMG LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the
period ended Feb. 4, 2012, noting that the Company has suffered a
significant loss from operations, is not in compliance with the
financial covenants under its credit agreement, and has a net
capital deficiency, all of which raise substantial doubt about its
ability to continue as a going concern.

The Company's balance sheet at July 21, 2012, showed
$61.04 million in total assets, $159.63 million in total
liabilities, and a $98.59 million total stockholders' deficit.

                         Bankruptcy Warning

"Management is implementing plans to improve liquidity through
improvements to results from operations, store closures, cost
reductions and operational alternatives," the Company said in its
quarterly report for the period ended July 21, 2012.  "However,
there can be no assurance that we will be successful with our
plans or that our future results of operations will improve.  If
sales trends do not improve, our available liquidity from cash
flows from operations will be materially adversely affected.
There can be no assurance that we will be able to improve cash
flows from operations, or that we will be able to comply with the
terms of the Second Amendment.  Therefore, there can be no
guarantee that our existing sources of cash and our future cash
flows from operations will be adequate to meet our liquidity
requirements, including cash requirements that are due under the
Credit Agreement and that are needed to fund our business
operations.  If we are unable to address our liquidity shortfall
or comply with the terms of our Credit Agreement, as amended, then
our business and operating results would be materially adversely
affected, and the Company may then need to curtail its business
operations, reorganize its capital structure, or liquidate."

The Company further stated that should it not be able to sell its
business by Dec. 31, 2012, it could be forced to seek additional
financing, which may not be available, curtail its business
operations or reorganize its capital structure, or be forced into
bankruptcy.


CROSSOVER FINANCIAL: Renews NavPoint Contract Until 2013
--------------------------------------------------------
Crossover Financial I, LLC, asks the Bankruptcy Court for the
District of Colorado for authorization to amend its application to
employ Matt Call and NavPoint Real Estate Group as real estate
broker, and to approve a listing contract.

On Nov. 29, 2011, the Debtor filed an application to appoint and
employ real estate broker, and approved listing contract.  The
original application sought approval to employ the real estate
broker without a general retainer, on a commission basis, and
sought approval to enter into an exclusive right to sell listing
contract.  The contract provided for a sale commission of 5% of
the gross purchase price (6% if a cooperative broker is involved)
out of the gross proceeds of any completed sale of the property.

The agreement to amend/extend contract with broker, among other
things (i) modifies the listing price to "negotiable;" (ii)
provides for the solicitation of offers for smaller groups of
lots; and (iii) extends the listing period through Nov. 1, 2013.

The amendment is also in response to objections filed by Philip P.
and Nancy L. DeCelles and Ross Reineke.  In general, the
objections did not address the employment of a real estate broker
but the potential future sale of the property and the fact that
DeCelles and Reineke filed motions to dismiss the bankruptcy.

The Debtor requires the services of a real estate broker to market
the property for sale.  The Debtor's property includes certain
real property located in El Paso County, Colorado, described as:

   1. Parcel A -- the southwest quarter and the west half of the
southeast quarter of Section 19, Township 11 South, Range 66 West
Of The 6th P.M., County of El Paso, State of Colorado.

   2. Parcel B -- the east half of the of the southeast quarter of
Section 24, Township 11 South, Range 66 West of The 6th P.M.,
County of El Paso, State of Colorado.

   3. Parcel C -- the northeast quarter of the northeast quarter
of Section 25, Township 11 South, Range 66 West of the 6th P.M.,
County of El Paso, State of Colorado.

   4. Parcel D -- the north half of the northwest quarter of
Section 30, Township 11 South, Range 66 West of the 6th P.M.,
County of El Paso, State of Colorado.

The Debtor proposes to pay to the real estate broker a sale
commission of 5% of the gross purchase price (6% if a cooperative
broker is involved) out of the gross proceeds of any completed
sale of such property upon separate application and approval of
the Court.

To the best of the Debtor's knowledge, Matt Call of NavPoint Real
Estate Group assures the Court that Mr. Call is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                    About Crossover Financial I

Crossover Financial I, LLC, based in Elizabeth, Colorado, was
formed on Aug. 12, 2005.  Mitchell B. Yellen is the manager and
sole member.  The Company was formed for the purpose of raising
funds through a Private Placement Memorandum to be loaned to an
entity known as HPR, LLC, in connection with the acquisition and
development of 440 acres of real property located near Monument,
Colorado.

HPR consisted of three members: Colorado Commercial Builders, Inc.
(37.5%); DJT, LLC (20.0%); and Yellen Family Partnership, LLLP
(42.5%).  Mitchell Yellen held an interest in the Yellen Family
Partnership, LLLP.

The project stalled primarily as a result of a collapse in the
residential real estate development market in 2007 and potential
developers pulled out of the project.  There has been no
further development activity on the Real Property since 2007.

Faced with the prospect of a lengthy foreclosure proceeding, the
Debtor entered into to an agreement with HPR whereby the Real
Property was transferred to the Debtor by way of a deed-in-lieu
of foreclosure.  Upon acquiring the Real Property, the Debtor
attempted to bring in additional developers to continue the
project but those efforts were unsuccessful.

The Company filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 11-24257) on June 15, 2011.  Judge Sidney B. Brooks presides
over the case.

Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., in
Denver, serves as bankruptcy counsel.  In its petition, the Debtor
estimated assets and debts of $10 million to $50 million.  The
petition was signed by Mitchell B. Yellen.  Karen McClaflin of
Home Source Realty, LLC, Colorado acts as real estate broker for
the Estate.

A Chapter 11 Plan dated Oct. 28, 2011, contemplates a Section 363
sale of the Debtor's real property.  After the payment of allowed
administrative expenses, proceeds of sale will distributed in
accordance with the confirmed plan of reorganization.  Holders of
the Debtor's promissory notes in Class 5, owed $21,452,000,
represent the majority of the Debtor's creditors.  The noteholders
will receive the balance of the proceeds of sale of the Real
Property on a pro rata basis after the payment of unclassified
administrative expenses and secured claims against the Real
Property.  Holders of general unsecured claims are not expected to
receive distributions under the Plan.

A hearing on the Plan is set for Jan. 9, 2013, at 9:00 a.m.

An official unsecured creditors committee has not been appointed.


DAZ VINEYARDS: Court Confirms Fourth Amended Plan
-------------------------------------------------
Judge Robin Riblet has confirmed Daz Vineyard LLC's Fourth Amended
Chapter 11 Plan of Reorganization dated Aug. 9, 2012.  The
confirmed plan provides for full payment to priority tax claims
over 28 months, rather than the 36 months proposed by the Debtor.

In the Disclosure Statement, the Debtor said that after it has
made adjustments to its business operations, it believes it has
attained sufficient profitability to sustain the necessary
payments to fund the Plan through operations alone.

The Debtor also said it has negotiated Plan treatment with most of
its secured creditors.

Secured creditor Investors Warranty, impaired under the Plan, will
be paid in full in accordance with a loan modification agreement
dated Feb. 28, 2011.  Silicon Valley Bank will be paid in full
with interest at 7% per annum in quarterly payments of $12,000,
and will receive the remaining balance in March 1, 2015.  Other
secured creditors will also receive payments in instalments and
will receive full payment within one year to three years.

Holders of unsecured claims ($515,500 undisputed plus $4.279
million disputed) will share payments totaling $120,00 payable at
$8,000 per quarter commencing 3 months after the effective date
and every three months thereafter.  Creditors will receive between
10% and 23% of their unsecured claims, depending on the success of
the claims objection.

Holders of membership interests in the Debtor will retain their
interests.

A copy of the Disclosure Statement dated June 7, 2012, is
available at http://bankrupt.com/misc/DAZ_Vineyards_DS_060712.pdf

A status conference with regards to the confirmed plan will be
held on Feb. 15, 2013, at 10:00 a.m.

                      About DAZ Vineyards

Los Olivos, California-based DAZ Vineyards, LLC, a producer of
grapes and manufacturer and seller of fine wines doing business as
Demetria Estate Winery, filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 10-10689) on Feb. 15, 2010.  William
C. Beall, Esq., at Beall and Burkhardt, serves as the Debtor's
bankruptcy counsel.  In its schedules, the Debtor disclosed
$32,071,232 in assets and $11,418,337 in liabilities.


DETROIT, MI: Michigan Appoints Financial Review Team
----------------------------------------------------
American Bankruptcy Institute reports that Michigan Governor Rick
Snyder on Dec. 18 appointed a financial review team for Detroit.

American Bankruptcy Institute, citing Detroit News, also reports
that Detroit may be teetering toward bankruptcy, but nearly one in
six police officers and firefighters are simultaneously collecting
paychecks and pensions.

As reported in the Troubled Company Reporter on Dec. 12, 2012,
Detroit News said that preparations are being made in the office
of the Governor of Michigan for a managed bankruptcy for Detroit.
The plans are proceeding even as the state treasury sets about
another financial review of the city's finances, the newspaper
said.  The bankruptcy contingency plan "assumes that the state's
financial review would find severe financial distress in Detroit,"
and that the mayor and council of the city would be unable to pass
restructuring measures, the newspaper reported.


DIAL GLOBAL: Deregisters 2.4 Million Common Shares Under Plans
--------------------------------------------------------------
Dial Global, Inc., filed with the U.S. Securities and Exchange
Commission a post-effective amendment no.1 to the Form S-8 to
remove from registration all of the securities registered which
remain unsold under the following registration statements:

   (1) Registration Statement No. 333-170626 registering 2,604,000
       shares of the Company's Class A Common Stock authorized for
       issuance in connection with (i) the potential exercise of
       stock options, and (ii) restricted stock, restricted stock
       units and other equity awards, in each case, under the
       Westwood One, Inc., 2010 Equity Compensation Plan; and

   (2) Registration Statement No. 333-178701 registering 8,513,052
       shares of the Common Stock authorized for issuance pursuant
       to the potential exercise of stock options issued under the
       Dial Global 2011 Stock Option Plan.

As of Dec. 19, 2012, the Company estimates that (1) 1,615,408
shares of the common stock registered under the 2010 Plan remain
unsold and (2) 761,827 shares of the common stock registered in
connection with the 2011 Plan remain unsold.

Dial Global, Inc., headquartered in New York City, is an
independent, full-service network radio company that distributes,
produces, and/or syndicates programming and services to more than
8,500 radio stations nationwide.  The Company produces and/or
distributes over 200 news, sports, music, talk and entertainment
radio programs, services and digital applications, as well as
audio content from live events, turn-key music formats (the 24/7
Radio Formats), prep services, jingles and imaging.  In addition,
the Company is the largest sales representative for independent
third party providers of audio content.  The Company has no
operations outside the United States, but sells to customers
outside of the United States.

The Company's balance sheet at Sept. 30, 2012, showed
$380.9 million in total assets, $385.2 million in total
liabilities, $10.5 million of Series A Preferred Stock, and a
stockholders' deficit of $14.8 million.

"If an event of default under the Credit Facilities occurs and
results in an acceleration of the Credit Facilities, a material
adverse effect on us and our results of operations would likely
result or we may be forced to (1) attempt to restructure our
indebtedness, (2) cease our operations or (3) seek protection
under applicable state or federal laws, including but not limited
to, bankruptcy laws.  If one or more of foregoing events were to
occur, this would raise substantial doubt about the Company's
ability to continue as a going concern," the Company said in its
quarterly report for the period ended Sept. 30, 2012.


DOWNTOWN MISSION: Moody's Affirms 'Ba1' Rating on Sr. Rev. Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed the Downtown Phoenix Hotel
Corporation's $156.71 million Series 2005A Senior Revenue Bonds at
Ba1 rating and revised the outlook to stable from negative. The
rating on the corporation's $164.425 million Series 2005B
Subordinate Revenue Bonds and $28.865 million Subordinate Revenue
Bonds Taxable Series 2005C were affirmed at A2 rating with a
stable outlook. The Series 2005 Bonds were initially issued to
construct and furnish the 1,000-room full service headquarters
Sheraton hotel located near the Phoenix's recently expanded
convention center. The hotel started operations in October 2008 as
expected. The Series 2005B and 2005C subordinate bonds have
different security provisions that provide substantial support
from the City of Phoenix (GO rated Aa1/Stable outlook) in the form
of city sports facilities taxes in the event that hotel revenues
are insufficient for subordinated debt service.

Rating Rationale

The senior Ba1 rating is based on the convenient location of the
hotel in the downtown area, its proximity to the Phoenix
Convention Center, and the hotel's supportive liquidity. The
rating also reflects the hotel's exposure to the stagnant and
highly competitive market and the volatile nature of the local
lodging industry. The subordinate A2 rating reflects the
availability of city support in the form of sports facilities
taxes for the subordinate bonds.

Outlook

The stable outlook for senior bonds is based upon Moody's
expectation that over the next 12 to 18 months the hotel will
likely continue to operate at current levels. The stable outlook
on the subordinate bonds continues to reflect the city's growing
sports facilities tax revenues.

What Could Change the Rating - Up

The senior bond rating could go up if the hotel improves its
revenue per available room levels to reach 2.00 times senior debt
service coverage ratios. The subordinate bond rating could go up
if the sport facilities taxes experience substantial growth.

What Could Change the Rating - Down

The senior bond rating could face further downward pressure if the
operating performance of the hotel declines further and results in
narrower financial margins and lower debt service coverage ratios.
The subordinate bond rating could be pressured downward if tax
revenues decline and the subordinate debt service payments have to
rely on hotel revenues to cover payments.

Strengths:

* The hotel is located near the Phoenix Convention Center, and
   is centrally located within walking distance to the city's
   downtown entertainment districts

* The hotel has ample reserves for senior bonds and available
   funds for subordinate bonds

* Subordinate bonds benefit from the availability of substantial
   city support in the form of sports facilities taxes that are
   projected to exceed subordinated debt service requirements

* Strong management provided by Starwood Hotels, marketing of
   the facility by the Greater Phoenix Convention, and Visitor's
   Bureau help the hotel maintain its competitiveness against the
   large supply of hotels in the area

Challenges:

* Hotel is operating in a volatile and highly competitive
   industry and is vulnerable to regional and national economic
   downturns

* Sheraton Phoenix is recovering slower than the Metro Phoenix
   area in terms of occupancy and RevPaR levels

* The demand had declined drastically in Phoenix due to economic
   conditions resulting in lower than expected performance for
   the convention center and the hotel. The decline has
   stabilized, however the recovery has been stagnant resulting
   in weak financial performance in 2011

Rating Methodology

The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.


DRINKS AMERICAS: Delays Form 10-Q for October 31 Quarter
--------------------------------------------------------
Drinks Americas Holdings, Ltd., notified the U.S. Securities and
Exchange Commission that it will be delayed in filing its
quarterly report on Form 10-Q for the period ended Oct. 31, 2012.
The Company said that the compilation, dissemination and review of
the information required to be presented in the Form 10-Q for the
relevant period has imposed time constraints that have rendered
timely filing of the Form 10-Q impracticable without undue
hardship and expense to the Company.  The Company undertakes the
responsibility to file that quarterly report no later than five
days after its original due date.

The Company anticipates a significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
Form 10-Q.  The Company anticipates its results of operations to
reflect an increase in gross margin for the three month period
ended Oct. 31, 2012, from the three month period ended Oct. 31,
2011.  The increase in gross margin is attributable to the
transition in business model with the addition of distribution
rights acquired from Worldwide Beverage Imports, LLC, in addition
to a premium product selling strategy targeting premium price
points for products, low overhead and targeted marketing.

Furthermore, the Company anticipates its results of operations to
reflect an increase in total operating expenses.  The increase in
expenses were attributable to increased sales commissions,
marketing and sales expenses related to an increase in revenues
and brand ambassadors and selling staff associated with the
companies increased sales.

                       About Drinks Americas

Headquartered in Wilton, Conn., Drinks Americas Holdings, Ltd. --
http://www.drinksamericas.com/-- through its majority-owned
subsidiaries, Drinks Americas, Inc., Drinks Global, LLC, D.T.
Drinks, LLC, and Olifant U.S.A Inc., imports, distributes and
markets unique premium wine and spirits and alcoholic beverages
associated with icon entertainers, celebrities and destinations,
to beverage wholesalers throughout the United States.

The Company reported a net loss of $4.58 million on $497,453 of
net sales for the year ended April 30, 2011, compared with a net
loss of $5.61 million on $890,380 of net sales during the prior
year.

After auditing the fiscal 2011 financial statements, Bernstein &
Pinchuk, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant losses
from operations since its inception and has a working capital
deficiency.

The Company's balance sheet at July 31, 2012, showed $6.24 million
in total assets, $4.55 million in total liabilities and
$1.68 million in total equity.


EASTMAN KODAK: Court Approves Cancellation of Samsung Deal
----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Allan L. Gropper on Dec. 19 approved a deal ending certain
terms of Eastman Kodak Co.'s inkjet printer supply agreement with
Samsung Electronics Co. Ltd., with Samsung agreeing to pay the
Debtor $36.9 million in subsidies and reimbursement.

Bankruptcy Law360 relates that Judge Gropper granted Kodak's
Dec. 10 motion for approval of the settlement, which brings to an
end the so-called master consumer inkjet printer business
agreement between the two companies.

                        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.


EASTMAN KODAK: Global OLED Sues Over Ownership of 18 Patents
------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Global OLED
Technology LLC hit Eastman Kodak Co. with a lawsuit in New York
bankruptcy court Dec. 19 seeking a declaratory judgment that
18 patents Kodak has laid claim to actually belong to GOT, which
said it bought the patents in a 2009 deal.

GOT, an owner and licensor of a portfolio of about 2,200 organic
light-emitting diode patents and patent applications, said it's
seeking to establish ownership of the patents, which it acquired
from Kodak in connection with the purchase of the company's OLED
business, according to Bankruptcy Law360.

                          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.


EDISON MISSION: Fitch Lowers Issuer Default Rating to 'D'
---------------------------------------------------------
Fitch Ratings has downgraded Edison Mission Energy (EME) and
Midwest Generation LLC's (MWG) long-term Issuer Default Ratings
(IDR) to 'D' from 'C'.  The rating action reflects the Dec. 17,
2012 filing by EME and 16 of its subsidiaries for protection under
Chapter 11 of the United States Bankruptcy Code.

Fitch has also affirmed EME's senior unsecured debt and Recovery
Ratings at 'C' and 'RR5', respectively.  Approximately $3.7
billion of long-term, senior unsecured debt is affected by the
rating action. EME is a wholly-owned subsidiary of Edison
International (EIX; IDR 'BBB'; Outlook Stable).

The ratings of EIX and its core operating utility subsidiary,
Southern California Edison (SCE), are not affected by the rating
action.

EIX has managed EME on a stand-alone basis.  Fitch does not expect
any direct financial exposure to result from the anticipated EME
bankruptcy.

Similarly, SCE operations are separate from EIX and EME consistent
with prevailing California Public Utilities Commission
regulations.

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


ENGLOBAL INC: Extends Forbearance with Lenders Until April 30
-------------------------------------------------------------
ENGlobal Corporation entered into a Second Amendment to Revolving
Credit and Security Agreement, Waiver and Forbearance Extension
with PNC Bank, National Association, as administrative agent for
the lenders.  The extension will be in place through April 30,
2013, and requires ENGlobal's compliance with certain terms and
conditions.  This extended period is expected to allow ENGlobal's
management sufficient time to see the results of the
implementation of its business improvement plan.

ENGlobal has hired a management consultant and subsequently
developed a plan to restore the Company's compliance with the
revolving credit facility.

Under the terms of the Second Amendment, the maximum revolving
amount will be reduced from $35,000,0000 beginning on Feb. 1,
2013, as follows: $31,500,000 for the period from Feb. 1, 2013,
through and including April 29, 2013, and $26,500,000 for the
period from April 30, 2013 through and including the last day of
the term, which is presently May 29, 2015.

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

                        http://is.gd/IF3c7H

                           About ENGlobal

ENGlobal ENG -- http://www.ENGlobal.com/-- founded in 1985, is a
provider of engineering and related project services principally
to the energy sector throughout the United States and
internationally.  ENGlobal operates through three business
segments: Automation, Engineering & Construction, and Field
Solutions.  ENGlobal's Automation segment provides services
related to the design, fabrication & implementation of process
distributed control and analyzer systems, advanced automation, and
related information technology.


EPAZZ INC: Incurs $1.6 Million Net Loss in Third Quarter
--------------------------------------------------------
EPazz, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.66 million on $308,881 of revenue for the three months ended
Sept. 30, 2012, compared with a net loss of $121,789 on $205,724
of revenue for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $1.77 million on $856,248 of revenue, compared with a
net loss of $68,334 on $646,023 of revenue for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2012, showed $1.42
million in total assets, $1.98 million in total liabilities and a
$561,200 total stockholders' deficit.

"[T]he Company has incurred recurring losses from operations
resulting in an accumulated deficit of $(3,985,748), and as of
September 30, 2012, the Company's current liabilities exceeded its
current assets by $770,876 and its total liabilities exceeded its
total assets by $561,200.  These factors raise substantial doubt
about the Company's ability to continue as a going concern."

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

                        http://is.gd/03fvYK

                          About EPAZZ Inc.

Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of
Illinois on March 23, 2000, to create software to help college
students organize their college information and resources.  The
idea behind the Company was that if the information and resources
provided by colleges and universities was better organized and
targeted toward each individual, the students would encounter a
personal experience with the college or university that could lead
to a lifetime relationship with the institution.  This concept is
already used by business software designed to retain relationships
with clients, employees, vendors and partners.

In its report on the financial statements for 2011, Lake &
Associates CPA's LLC, in Schaumburg, Illinois, expressed
substantial doubt as to the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has a significant accumulated deficit and continues to incur
losses.  The Company's viability is dependent upon its ability to
obtain future financing and the success of its future operations.

The Company reported a net loss of $336,862 in 2011, compared with
net income of $120,785 in 2010.

                          Bankruptcy Warning

The Company said in its 2011 annual report that it cannot be
certain that any financing will be available on acceptable terms,
or at all, and the Company's failure to raise capital when needed
could limit its ability to continue and expand its business.  The
Company intends to overcome the circumstances that impact its
ability to remain a going concern through a combination of the
commencement of additional revenues, of which there can be no
assurance, with interim cash flow deficiencies being addressed
through additional equity and debt financing.  The Company's
ability to obtain additional funding for the remainder of the 2012
year and thereafter will determine its ability to continue as a
going concern.  There can be no assurances that these plans for
additional financing will be successful.  Failure to secure
additional financing in a timely manner to repay the Company's
obligations and supply the Company sufficient funds to continue
its business operations and on favorable terms if and when needed
in the future could have a material adverse effect on its
financial performance, results of operations and stock price and
require the Company to implement cost reduction initiatives and
curtail operations.  Furthermore, additional equity financing may
be dilutive to the holders of the Company's common stock, and debt
financing, if available, may involve restrictive covenants, and
strategic relationships, if necessary to raise additional funds,
and may require that the Company relinquish valuable rights.  In
the event that the Company is unable to repay its current and
long-term obligations as they come due, the Company could be
forced to curtail or abandon its business operations, or file for
bankruptcy protection; the result of which would likely be that
the Company's securities would decline in value or become
worthless.


FIRST PLACE: Bayard P.A. Approved as Delaware Counsel
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
First Place Financial Corp., to employ Bayard, P.A. as Delaware
counsel.

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

                         About First Place

First Place Financial Corp. is a $3.1 billion financial services
holding company, based in Warren, Ohio.  The First Place
bank subsidiary isn't in bankruptcy.

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

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

The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as
legal counsel.  Donlin, Recano & Company, Inc., is the claims and
notice agent.


FIRST PLACE: FTI Consulting Approved as Financial Advisor
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
First Place Financial Corp., to employ FTI Consulting, Inc., to
provide financial advisory assistance.

The hourly rates of FTI Consulting's personnel are: senior
managing director at $780 to $895, director/managing director at
$560 to $745, consultant/ senior consultant $280 to $530 and
administration/ paraprofessional $115 to $230.

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

                         About First Place

First Place Financial Corp. is a $3.1 billion financial services
holding company, based in Warren, Ohio.  The First Place
bank subsidiary isn't in bankruptcy.

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

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

The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as
legal counsel.  Donlin, Recano & Company, Inc., is the claims and
notice agent.


FIRST PLACE: Holdco Inc. OK'd as Committee's Financial Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Trust Preferred Securities in the
Chapter 11 case of First Place Financial Corp., to retain Holdco
Inc., as its financial advisor.

As reported in the Troubled Company Reporter on Dec. 5, 2012,
the hourly rates of Holdco Advisors' personnel are: managing
director at $350 to $400 and analyst at $250.

Holdco will not be entitled to indemnification, contribution, or
reimbursement pursuant to the engagement letter for services.

                         About First Place

First Place Financial Corp. is a $3.1 billion financial services
holding company, based in Warren, Ohio.  The First Place
bank subsidiary isn't in bankruptcy.

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

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

The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as
legal counsel.  Donlin, Recano & Company, Inc., is the claims and
notice agent.


FIRST PLACE: Kirkland & Ellis Approved as Committee's Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Trust Preferred Securities in the
Chapter 11 case of First Place Financial Corp., to retain Kirkland
& Ellis LLP as its counsel.

As reported in the Troubled Company Reporter on Dec. 5, 2012, the
hourly rates of K&E's personnel are: partner at $710 to $1,445, of
counsel at $595 to $1,145, associate at $390 to $840 and
paraprofessional at $155 to $340.

                         About First Place

First Place Financial Corp. is a $3.1 billion financial services
holding company, based in Warren, Ohio.  The First Place
bank subsidiary isn't in bankruptcy.

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

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

The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as
legal counsel.  Donlin, Recano & Company, Inc., is the claims and
notice agent.


FORT LAUDERDALE BOATCLUB: Files First Amended Disclosure Statement
------------------------------------------------------------------
Fort Lauderdale BoatClub, Ltd., has filed a first amended
disclosure statement in support of its reorganization plan dated
Nov. 28, 2012.

The classification and treatment of claims under the plan are:

     A. Class 1 (Allowed Priority Claims) will be paid in full on
        the later of: (i) the Effective Date; or (ii) the date of
        a Final Order allowing such Priority Claim.

     B. Class 2 (Allowed Secured Claim of EverBank) will be paid
        and satisfied by the Debtor after the Effective Date in
        accordance with the Restructured Loan Instruments.

     C. Class 3 (Allowed General Unsecured Claims) will be
        satisfied by periodic Distributions to the holders of each
        Allowed Unsecured Claim on a pro rata basis with the
        holders of all Allowed Unsecured Claims in this Class 3.
        The initial Distribution to holders of Allowed Unsecured
        Claims will be made from the Available Cash generated from
        and constituting property of the Estate within 20 days
         after the Effective Date by the Reorganized Debtor and
         all future Distributions will be made from the
         Reorganized Debtor on the respective Distribution Dates.
         The initial Distribution will be in the amount of $4,166
         and subsequent Distributions will be monthly in the
         amount of $4,166 for a period of 24 months, but not to
         exceed $100,000.

     E. Class 4 (Allowed Subordinated Claims) will be satisfied by
        periodic Distributions to the holders of such Allowed
        Subordinated Claims on a pro-rata basis with the holders
        of all Allowed Subordinated Insider Claims in Class 4.

     F. Class 5 (Allowed Equity Interests) will be extinguished
        and canceled as of the Effective Date and New Partnership
        Interests in the Reorganized Debtor shall be issued on the
        Effective Date.

A full-text copy of the disclosure statement is available for free
at http://bankrupt.com/misc/FORT_LAUDERDALE_ds_1amended.pdf

                  About Fort Lauderdale BoatClub

Naples, Florida-based Fort Lauderdale BoatClub, Ltd., owns a fully
developed and operational marina facility formerly known as
Jackson Marine Center in Fort Lauderdale.  The marina, which has a
12-acre prime intracoastal waterway real estate, is being leased
to G. Robert Toney & Associates Inc. doing business as National
Liquidators, for $75,000 per month (reduced from the previous rate
$160,000 per month).

The Company filed for Chapter 11 protection (Bankr. S.D. Fla. Case
No. 12-28776) on Aug. 2, 2012.  Bankruptcy Judge Raymond B. Ray
presides over the cases.  Barry P. Gruher, Esq., and Mariaelena
Gayo-Guitian, Esq., at Genovese Joblove & Battista, P.A., in Fort
Lauderdale, Fla., represent the Debtor in its restructuring
effort.  The Debtor has scheduled assets of $13,483,209 and
liabilities of $10,340,756.  The petition was signed by Edward J.
Ruff, president.

In October 2012, the United States Trustee said an official
committee under 11 U.S.C. Sec. 1102 has not been appointed in the
bankruptcy case of Fort Lauderdale BoatClub, Ltd.  The U.S.
Trustee attempted to solicit creditors interested in serving on
the Unsecured Creditors' Committee from the 20 largest unsecured
creditors.  After excluding governmental units, secured creditors
and insiders, the U.S. Trustee has been unable to solicit
sufficient interest in serving on the Committee.  The U.S. Trustee
reserves the right to appoint such a committee should interest
developed among the creditors.


FREEDOM COMMS: NY Court Clears French Bank From Debt Buyer's Costs
------------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a French bank that
sold its stake in a $300 million Freedom Communications Inc. loan
can avoid for now paying the defense costs of the stake's buyer,
which is fighting over proceeds now that Freedom has emerged from
bankruptcy, a New York state appeals court has ruled.

Bankruptcy Law360 relates that Credit Industriel et Commercial, an
affiliate of France's Credit Mutuel, doesn't have to pay the
litigation costs of Luxor Capital LLC even though CIC never funded
its $4.5 million share of the $300 million loan, a four-judge
panel said.

                    About Freedom Communications

Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned media company operating print
publications, broadcast television stations and interactive
businesses.  Freedom Communications filed for Chapter 11
protection (Bankr. D. Del. Case No. 09-13046) on Sept. 1, 2009.
Attorneys at Young Conaway Stargatt & Taylor, and Latham & Watkins
LLP served as Chapter 11 counsel.  Houlihan, Lokey, Howard &
Zukin, Inc., served as financial advisors while AlixPartners LLC
served as restructuring consultants.  Logan & Co. served as claims
and notice agent.  Freedom Communications had $757 million in
assets against debts of $1.077 billion as of July 31, 2009.

The Bankruptcy Court confirmed Freedom' Plan of Reorganization on
March 9, 2010.  The Plan became effective April 30, 2010.  The
Plan, which was supported by the Steering Committee of the
Company's secured lenders and the Official Committee of Unsecured
Creditors, eliminated $450 million of debt from Freedom's balance
sheet.  Creditors, led by JPMorgan Chase, agreed to cut the debt
by nearly 60% to $325 million in return for control of the
Company.


FRONTIER HEALTHCARE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Frontier Healthcare Group, L.L.C.
        3221 Collinsworth Street, Suite 200
        Fort Worth, TX 76107

Bankruptcy Case No.: 12-46842

Chapter 11 Petition Date: December 17, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: J. Robert Forshey, Esq.
                  FORSHEY & PROSTOK, LLP
                  777 Main Street, Suite 1290
                  Ft. Worth, TX 76102
                  Tel: (817) 877-8855
                  E-mail: jrf@forsheyprostok.com

                         - and -

                  Lynda L. Lankford, Esq.
                  FORSHEY & PROSTOK, LLP
                  777 Main Street, Suite 1290
                  Fort Worth, TX 76102
                  Tel: (817) 878-2022
                  Fax: (817) 877-4151
                  E-mail: llankford@forsheyprostok.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Albert Schwarzer, managing member.

Affiliate that filed a separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Winnie Community Hospital, L.L.C.     12-46841            12/17/12


GARLOCK SEALING: McKarcher Leaves Covington, Withdraws as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina authorized Joshua D. McKarcher to withdraw as special
counsel for Garlock Sealing Technologies LLC, et al.

Mr. McKarcher, in its motion, stated that he is leaving Covington
& Burling LLP, to move to Washington State.

The Court also directed the Clerk of Court to remove Mr. McKarcher
from all service lists in the case, including CM/ECF electronic
notice.

The Debtors will continue to be represented by Mr. McKarcher's
colleagues at Covington & Burling LLP, which is serving as special
insurance counsel to the Debtors.

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in state
and federal courts across the country.  The Company says majority
of pending asbestos actions against it is stale and dormant --
almost 110,000 or 88% were filed more than four years ago and more
than 44,000 or 35% were filed more than 10 years ago.

Garlock said in the Disclosure Statement that all asbestos claims
must be paid in full.  Full payment enables the plan to allow
continued ownership by parent EnPro Industries Inc.

The Plan will create a trust to fund payment to present and future
asbestos claimants.  For currently existing claims, the trust will
have insurance proceeds plus cash from Garlock together with a
promise from EnPro to provide up to $30 million over time.  For
future claims, the trust will receive $60 million from Garlock
plus a secured promise by Garlock to supply an additional
$140 million.  The promise will be secured by 51% of Garlock's
stock.


GENERAL MOTORS: To Buy Back Stock From Treasury
-----------------------------------------------
American Bankruptcy Institute reports that General Motors Co. said
it will purchase 200 million shares of stock held by the U.S.
Treasury Department in the first step of the government's eventual
exit from the automaker.

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

General Motors Corp. and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31, 2011.


GMX RESOURCES: Board OKs Reverse Stock Split of Common Stock
------------------------------------------------------------
GMX Resources Inc. filed with the Secretary of State of the State
of Oklahoma an Amended Certificate of Incorporation.  The
Certificate Amendment amends the Company's Certificate of
Incorporation to provide for a reverse stock split pursuant to
which, as of 5:00 p.m. Oklahoma City local time on Jan. 3, 2013,
each 13 shares of the Company's issued and outstanding common
stock, par value $0.001 per share, will be combined into one share
of common stock.

The Certificate Amendment was approved with discretionary
authority granted to the Company's board of directors by the
Company's shareholders at a special meeting of the shareholders
held on Nov. 29, 2012, and was approved by the Company's board of
directors pursuant to that discretionary authority on Dec. 18,
2012.

                       About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

The Company's balances sheet at Sept. 30, 2012, showed $343.14
million in total assets, $467.64 million in total liabilities and
a $124.49 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Oklahoma City-based
GMX Resources Inc. to 'CCC' from 'SD' (selective default).

"The rating on GMX Resources Inc. reflects our assessment of the
company's 'weak' liquidity, 'vulnerable' business risk, and
'highly leveraged' financial risk," said Standard & Poor's credit
analyst Paul Harvey.


GRACECHURCH INVESTMENTS: Faces Censure for Pressuring Clients
-------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports the U.K. Financial
Services Authority on Dec. 20 censured Gracechurch Investments
Ltd. for allegedly pressuring clients to buy risky stocks that
caused at least GBP2 million ($3.25 million) in losses, and banned
the defunct brokerage's CEO from the financial industry.

Bankruptcy Law360 relates that the FSA also fined the CEO, Sam
Thomas Kenny, about $730,000. It said it would have fined
Gracechurch $2.4 million had the firm not been insolvent, in
liquidation and lacking assets.


GREEN ENDEAVORS: Restates 2011 Form 10-K to Correct Errors
----------------------------------------------------------
Green Endeavors, Inc., filed on Dec. 20, 2012, Amendment No. 1 to
its Annual Report of Form 10-K for the year ended Dec. 31, 2011,
which was originally filed with the U.S. Securities and Exchange
Commission on April 16, 2012, to correct/restate the Financial
Statements contained in the Original Report.  The reporting of the
Company's convertible debt has not been recorded properly and
there is a need to restate the classification of some of that
debt.

Madsen & Associates CPA's, Inc., in Salt Lake City, said in the
From 10-K/A: "As disclosed in the notes to the consolidated
financial statements, the Company will need additional working
capital for its planned activity and to service its debt.  This
raises substantial doubt about the Company's ability to continue
as a going concern.

"As discussed in Note 14 to the financial statements, the Company
discovered that it incorrectly applied accounting principles
relating to the treatment of convertible debt resulting in
material overstatements of previously reported derivative
liabilities and additional paid-in capital, and also resulting in
material understatements of interest expense and gain on
derivative liability fair value adjustment as of and for the year
ended Dec. 31, 2011.  Accordingly, the financial statements have
been restated to correct the error."

The Company reported a net loss of $276,264 on $2.8 million of
total revenue for 2011, compared with net income of $13,939 on
$2.3 million of total revenue for 2010.  According to the Company,
the single largest item that accounts for the $290,203 change from
net income in 2010 to net loss in 2011 was the $320,770 gain from
the sale of Green's Newby salon subsidiary in Bountiful during
2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.0 million
in total assets, $4.5 million in total liabilities, and a
stockholders' deficit of $3.5 million.

A copy of the Form 10-K/A is available at http://is.gd/bR1MNO

Green Endeavors, Inc., through its two wholly-owned subsidiaries,
Landis Salons, Inc.m and Landis Salons II, Inc., operates two
full-service hair and retail salons featuring the Aveda(TM) line
of products. In August 2010, the Company determined that Newby
Salons, LLC, which operated its Bountiful salon, did not meet the
Company's operational performance or real estate requirements and
was closed.  On Dec. 1, 2010, Newby Salons, LLC was sold.


HAMPTON ROADS: Appoints Director of Commercial Banking Services
---------------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, said Mindi R. Bevington has been
promoted to the newly created position of Director of Commercial
Banking Services at BHR.  In her new position, Bevington will
report to Donna W. Richards, President of BHR.  In addition to her
commercial lending responsibilities, she will also be responsible
for working closely with BHR branches to drive business account
development.

Douglas J. Glenn, president and chief executive officer of the
Company and chief executive officer of BHR, said, "Mindi is a true
community banker with a proven track record of providing
outstanding customer service and generating growth in deposits and
high-quality loans.  With her promotion, we continue to leverage
our deep bench of talent to build the premier community bank
lending team in this region."

Ms. Bevington has over 25 years of banking experience.  She began
her career with C&S National Bank in Charleston, SC, followed by
Monterey County Bank in Carmel, California.  From 1990 to
2004, she served in various commercial lending positions with
SouthTrust and its predecessors.  Ms. Bevington joined Gateway
Bank in 2004 as a commercial lender.  Most recently, she served as
BHR's Virginia Beach Market President.

Ms. Bevington holds a B.A. degree in Finance and Accounting from
Hood College.  She previously served on the Board of Seton Youth
Shelters and Lynnhaven Business Association and participates in
various other charitable fundraising events.

                   About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.07 billion in total assets, $1.88 billion in total liabilities
and $187.96 million in total shareholders' equity.


HAYDEL PROPERTIES: Court Wants Disclosure on Possible Claims v. BP
------------------------------------------------------------------
U.S. Bankruptcy Judge Katharine M. Samson of the Bankruptcy Court
for the Southern District of Mississippi has ordered Haydel
Properties LP to amend its disclosure statement, specifically to
provide for:

     1. An assessment of the Debtor's claims against BP for loss
        suffered due to the Deepwater Horizon Oil Spill for each
        property owned by the Debtor, including documentation of
        its efforts to recover for same and the use to be made of
        any proceeds derived from the claims.

     2. An assessment of the Debtor'S efforts to reduce the tax
        liability for any properties that the Debtor believes are
        overvalued on the tax rolls; and the basis for the
        Debtor's belief that such properties are overvalued on the
        tax rolls, including documentation of its efforts.

     3. A detailed projection of anticipated income for each of
        the Debtor's properties by leasing or selling, along with
        copies of all leases which have been entered into since
        the filing of Debtor's Petition for Relief.

     4. A detailed statement as to which of the Debtor's
        properties are listed for sale and description of all
        offers to purchase the properties which have been
        communicated to Debtor, along with documentation
        reflecting past and current listings since the Petition
        for Relief was filed.

     5. A correction to the description of the treatment proposed
        for the secured claim of Peoples Bank making reference to
        another bank.

     6. Conformity to the treatment provided for the secured claim
        of Community Bank, Coast, to the treatment provided for in
        a court order entered Oct. 9, 2012.

     7. Separate treatment of each allowed secured claim of
        BancorpSouth Mortgage Center, including separate
        allocation of payments on each such claim.

     8. That if any secured creditor does not agree with the
        Debtor's decisions to accept any offer to sell all or part
        of its collateral, the secured creditor shall be entitled
        to a hearing of such proposed sale.

Haydel Properties LP, based in Biloxi, Mississippi, filed for
Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on
Jan. 11, 2012.  Judge Katharine M. Samson presides over the case.
Christy Pickering serves as accountant.  The Debtor disclosed
$11.7 million in assets and $6.8 million in liabilities as of the
Chapter 11 filing.


HELRICH HOTEL: Moody's Cuts Rating on Sr. Revenue Bonds to 'Caa1'
-----------------------------------------------------------------
Moody's has downgraded the rating on the Middlesex County
Improvement Authority's Heldrich Hotel's $28.5 million 2005 Series
A and $2.5 million 2007 Series A senior revenue bonds to Caa1 from
B3. The outlook is revised to stable from negative.

Rating Rationale

The downgrade to Caa1 reflects the continued weak operating and
financial performance of the hotel and the narrow cash balances
remaining after the debt service payments as well as the depleted
FF&E reserve. The outlook is revised to stable since the
competitive environment is unlikely to improve significantly over
the near term and the hotel is likely to operate at current
financial and operating levels over the next 12 to 18 months.

The project is a hotel/conference center that consists of 235
guest rooms and suite hotels, a full service restaurant and
lounge, 500 seat ballroom, ground floor retail space, and a 50,000
square foot conference center and 30,000 square foot office and
instructional space, which is leased by The Bloustein School of
Planning and Public Policy and The John J. Heldrich Center for
Workforce Development of Rutgers, The State University. The
project primarily serves the business meeting market, representing
numerous large corporations and corporate headquarters located in
the corridor from New York to Philadelphia.

The senior bonds are secured by a first lien on the hotel's net
revenues. The bonds are additionally secured by a 12 month debt
service reserve fully cash funded at $2.1 million. Debt service
coverage requirement is 1.20x for the first full fiscal year;
1.25x for the second full fiscal year, and 1.35x thereafter. The
subordinate or junior lien bondholders can not trigger a default
on the senior lien bonds when cash flows are not sufficient to
cover subordinate or junior lien debt service. In addition, the
subordinate and junior lien bondholders cannot accelerate payment
without full payment of the senior bonds.

Rating could have upward pressure if the improved occupancy rates
result in higher RevPAR and ultimately stronger debt service
coverage margins.

Rating could further decline if the hotel misses its senior debt
payment, draws on its senior debt service reserve fund, and/or if
the senior bondholders decide to accelerate the debt payment or
sign a forbearance agreement.

The senior bonds are secured by a first lien on the hotel's net
revenues. The bonds are additionally secured by a 12 month debt
service reserve fully cash funded at $2.1 million. Debt service
coverage requirement is 1.20x for the first full fiscal year;
1.25x for the second full fiscal year, and 1.35x thereafter. The
subordinate or junior lien bondholders can not trigger a default
on the senior lien bonds when cash flows are not sufficient to
cover subordinate or junior lien debt service. In addition, the
subordinate and junior lien bondholders cannot accelerate payment
without full payment of the senior bonds.

Heldrich Hotel's operating performance improved in 2012 after a
very weak year in its 5-year operating history. During 2011
management had to cut various operating expenses in order to make
the senior debt service payment. While the average daily rate of
the hotel was flat until May, 2012, during the summer months and
then in November, the demand increased and the hotel is expected
to end the year with a 10% increase in RevPAR, year over year.

However, these improvements are not enough to reach financial
stability. The hotel's remaining cash balance after each debt
service payment has continued to be narrow due to lower than
expected operating results. It is expected that after the January
1, 2013 payment of the Series A 2005 and 2007 principal and
interest payments, the hotel's unrestricted cash balance will be
just over $70,000. The consistently low cash balance over the last
several years is a major factor in the hotel's downgrade. Given
the narrow margin, any shortfall on monthly operating revenues
could cause a dip into hotel's senior debt service reserve fund.
The hotel has not had enough cash flow to pay for its Series B
subordinate and Series C junior debt service payments since 2010
and is not expecting to pay until starting 2013-2014. Series B and
Series C bonds are not rated by Moody's.

The hotel has been struggling to stabilize its occupancy rates and
increase its average daily rate back to its original projections,
and only this year demand declines have slowed down and there have
been improvements in the hotel's group rates. The hotel finished
2010 with the same 57% occupancy rate as the year prior, however
the hotel experienced a -7.7% decline on its group rates compared
to 2009 and had to lower its group average daily rate to $139 from
$151. In 2011 occupancy rates could not hold up and declined to
54%, however the group rate improved slightly to $145. As of
November 2012, the hotel's average group rate remained flat, but
the occupancy rate increased, hence the 10% improvement in the
RevPAR. It is important for the hotel to hold on to its daily rate
as it is very difficult to improve once it declines. Management's
budget for 2013 is aggressive, assuming a 13% increase in RevPAR.
This could be achievable if the demand is strong in the first
quarter of 2013 as it is the Heldrich Hotel's toughest months of
operation.

In 2012 the hotel's group bookings increased while its
cancellations were declined, however this might be due to the fact
that the booking window has been shorten throughout the sector.
Nevertheless, management has been focused on improving its
marketing strategies and significantly increased its catering
revenue over the last two years. Management has also been
leveraging transient demand to fill in soft group demand periods
or last minute group attrition. The marketing and sales
initiatives that started in FY2012 will continue into the next
year.

As of December 2012, the senior debt service reserve fund for the
hotel is at its required amount of $2.1 million, while the ramp up
and operating reserves had been depleted and have not been
replenished. The subordinate and junior lien bonds debt service
reserve funds have also been drawn on to pay debt service.
Subordinate or junior lien bondholders can not trigger a default
on the senior lien bonds when cash flows are not sufficient to
cover subordinate or junior lien debt service. In addition, the
subordinate and junior lien bondholders cannot accelerate payment
without full payment of the senior bonds.

After the first year of operations in 2008, the hotel's senior
furniture, fixtures and equipment (FF&E) reserves have been
depleted and have not been replenished. The hotel's lack of FF&E
reserves is a credit negative over time as the property ages and
requires further maintenance and improvements necessary to remain
competitive. In FY2013 the hotel is planning on having soft
renovations and upgrades with its excess cash, if available.

The project is a hotel/conference center that consists of 235
guest rooms and suite hotels, a full service restaurant and
lounge, 500 seat ballroom, ground floor retail space, and a 50,000
square foot conference center and 30,000 square foot office and
instructional space, which is leased by The Bloustein School of
Planning and Public Policy and The John J. Heldrich Center for
Workforce Development of Rutgers, The State University. The
project primarily serves the business meeting market, representing
numerous large corporations and corporate headquarters located in
the corridor from New York to Philadelphia.

The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.


HERITAGE CONSOLIDATED: Files Second Amended Disclosure Statement
----------------------------------------------------------------
Heritage Consolidated LLC has filed a second amended disclosure
statement in support of its first amended joint plan of
reorganization.

The Plan is designed to accomplish two primary objectives:

    (a) formation of the Liquidating Trust for the benefit of
        Creditors and Equity Interest holders into which
        substantially all of the remaining assets of the Debtors
        will be transferred so that such assets can be held and
        disposed of in such a manner as to maximize their value
        for the benefit of Creditors and Equity Interest holders;

    (b) use of proceeds from the Liquidating Trust Assets to
        satisfy Claims in accordance with a waterfall mechanism
        for Distributions set forth in the Plan and the
        Liquidating Trust Agreement.

The Plan provides for all remaining assets of the Debtors (other
than the Excluded Assets) to be transferred to a Liquidating Trust
which will be managed by the Liquidating Trustee.  The initial
Liquidating Trustee shall be selected by the Committee.  The
Liquidating Trustee shall retain and have all the rights, powers
and duties necessary to carry out his or her responsibilities
under the Plan, and as otherwise provided in the Confirmation
Order and Liquidating Trust Agreement; provided, however, that the
Liquidating Trustee shall obtain the consent of the Creditors'
Oversight Committee on any material decisions, as set forth in
more detail in the Plan and the Liquidating Trust Agreement,
including, without limitation, obtaining unanimous consent of the
Creditors' Oversight Committee with respect to any Drilling
Operations.

The Plan classifies Claims against the Debtors into nine Classes
for purposes of voting on and Distributions under the Plan.  The
various Classes of Claims and Equity Interests and the treatment
provided under the Plan are:

     A. Class 1 (Allowed Ad Valorem Tax Claims) will receive
        distributions from the Liquidating Trust in the amount of
        such holder's Allowed Ad Valorem Tax Claim plus interest
        from the Petition Date until the Claim has been satisfied
        in full.

     B. Class 2 (Allowed Priority Claims) will receive
        Distributions from the Liquidating Trust in the amount of
        the holder's Allowed Priority Claim; or (receive such
        other less favorable treatment that may be agreed upon in
        writing by the holder and the Liquidating Trustee.

     C. Class 3 (Allowed M&M Secured Claim) will receive
        Distributions from the Liquidating Trust in the pro rata
        amount of such holder's Allowed M&M Secured Claim plus
        interest until the Claim has been satisfied in full.

     D. Class 4 (Allowed Other Secured Claims) will receive
        distributions from the Liquidating Trust in the pro rata
        amount of such holder's Allowed M&M Secured Claim plus
        interest until the Claim has been satisfied in full.

     E. Class 5 (Allowed General Unsecured Claims) will receive
        distributions from the Liquidating Trust in the pro rata
        amount of such holder's Allowed M&M Secured Claim plus
        interest until the Claim has been satisfied in full.

     F. Class 6 (Allowed Environmental Claims) will be deemed to
        receive payment in full on the claim through the
        implementation and completion of the Ritter Work Plan
        under the direction of the Liquidating Trustee and paid
        from the proceeds of the Federal Insurance Policies as
        such expenses are incurred until the Ritter Plan is
        satisfied, or until the proceeds of the  Federal Insurance
        Policies have been exhausted, except with respect to TH 6
        remediation expenses which shall be paid by Federal
        Insurance to the extent, if any, ordered by the Bankruptcy
        Court in its resolution of the coverage issues; and (B) be
        paid from the Remediation Reserve established pursuant to
        the Plan to the extent that the Bankruptcy Court
        determines that any specific portion of the Ritter Work
        Plan is not subject to the coverage provided under the
        Federal Insurance Policies.

     G. Class 7 (Allowed CIT Deficiency Claim) will receive
        Distributions from the Liquidating Trust in the amount of
        the holder's Allowed CIT Deficiency Claim.

     H. Class 8 (Allowed Subordinated Claims) will receive
        Distributions from the Liquidating Trust in the amount of
        the holder's Allowed CIT Deficiency Claim.

     I. Class 9 (Allowed Equity Interests) will receive
        Distributions from the Liquidating Trust.

The confirmation hearing is scheduled for Jan. 29, 2013, at 9:00
a.m.

A copy of the disclosure statement is available for free at:

            http://bankrupt.com/misc/HERITAGE_ds2a.pdf

                    About Heritage Consolidated

Heritage Consolidated LLC is a privately held company whose core
operations consist of exploration for, and acquisition,
production, and sale of, crude oil and natural gas.

Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas.
Its affiliate, Heritage Standard Corporation, also filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 10-36485).  The
Debtors each estimated assets and debts of $10 million to
$50 million.

The Debtors tapped Malouf & Nockels LLP's as special counsel;
Munsch Hardt Kopf & Harr, P.C.; Rochelle McCullough, LLP; HSC, RM
LLP as special bankruptcy counsel to HSC; and Bridge Associates,
LLC, as financial advisor and designate Scott Pinsonnault as
interim chief restructuring officer.

The U.S. Trustee for Region 6 formed an Official Committee of
Unsecured Creditors in the Chapter 11 cases.


HERITAGE CONSOLIDATED: Taps G.R. Baum as Consultant/Expert Witness
------------------------------------------------------------------
Heritage Consolidated, LLC, et al., ask the U.S. Bankruptcy Court
for the Northern District of Texas for permission to employ Gerald
Baum and the firm of G.R. Baum & Associates, LLC as consultant and
expert witness.

Baum's services will be limited to assisting with the prosecution
of claims in the pending adversary proceeding styled: Heritage
Standard Corporation v. Pathfinder Energy Services, LLC, successor
in interest to or doing business as Pathfinder Energy Services,
Inc.

Baum will assist the estates with regard to:

   i) the evaluation of the geological and geophysical data for
      the Pat Howell Well No. 1 wellbore;

  ii) analyzing claims related to the directional drilling
      mistakes alleged by the Debtors in the Pathfinder Adversary;
      and

iii) testifying as to certain matters related thereto.

The Debtors expect that Baum's consultant services would be less
than $10,000 exclusive of any testimony that may be required to
the extent that Baum is designated as a testifying expert.  Mr.
Baum's rate for these services is $125/hour.

To the best of the Debtor's knowledge, Baum represents no interest
adverse to the Debtors or to any other entity affected by the
Bankruptcy case.

                    About Heritage Consolidated

Heritage Consolidated LLC is a privately held company whose core
operations consist of exploration for, and acquisition,
production, and sale of, crude oil and natural gas.

Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas.
Its affiliate, Heritage Standard Corporation, also filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 10-36485).  The
Debtors each estimated assets and debts of $10 million to
$50 million.

The Debtors tapped Malouf & Nockels LLP's as special counsel;
Munsch Hardt Kopf & Harr, P.C.; Rochelle McCullough, LLP; HSC, RM
LLP as special bankruptcy counsel to HSC; and Bridge Associates,
LLC, as financial advisor and designate Scott Pinsonnault as
interim chief restructuring officer.

The U.S. Trustee for Region 6 formed an Official Committee of
Unsecured Creditors in the Chapter 11 cases.


HIGHER PLANES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Higher Planes, Inc.
          aka Corporate Aircraft Components
        513 Bryant Road
        Conroe, TX 77303

Bankruptcy Case No.: 12-39273

Chapter 11 Petition Date: December 17, 2012

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Julie Mitchell Koenig, Esq.
                  TOW & KOENIG, PLLC
                  26219 Oak Ridge Drive
                  The Woodlands, TX 77380
                  Tel: (281) 681-9100
                  Fax: (832) 482-3979
                  E-mail: jkoenig@towkoenig.com

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

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

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

The petition was signed by Barry Cain, president.


HMX GROUP: Court Approves Sale to Authentic Brands
--------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that the
sale of men's suit maker HMX Group for $70.1 million to Authentic
Brands Group, which is owned by private equity firm Leonard Green
& Partners LP, received bankruptcy-court approval.

Bloomberg News reported that no competing bids were received for
HMX's assets, so the auction was canceled.

According to Bloomberg, Authentic Brands is buying the business
for enough to cover the $60.6 million loan from Salus Capital
Partners LLC, an affiliate of Harbinger Group Inc., plus $5
million to $9 million in cash.

Objections to the sale from the official creditors' committee were
resolved, Robert Kugler of Leonard Street & Deinard said in an
interview, according to Bloomberg.  Mr. Kugler is a lawyer for the
committee.

When the sale process began, Bloomberg noted that HMX said a sale
to Authentic Brands would enable "a projected dividend to
unsecured creditors."

                       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.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors.


HOLLIFIELD RANCHES: Court Confirms Sixth Amended Plan
-----------------------------------------------------
The Hon. Jim Pappas has confirmed the Sixth Amended Chapter 11
Plan of Reorganization filed by Hollifield Ranches Inc. dated
July 18, 2012.

The classification and treatment of claims under the plan are:

     A. Class 1 (Administrative Fees and Costs) will be paid in
        cash on the date of distribution of this Plan.

     B. Class 2 (Section 507 Priority Claims) ? None

     C. Class 3 (Bank of the West) will be paid the sum of
        $18,325.56 together with 4.25% interest per annum in two
        equal annual payments of $9,162.78 each.  The first annual
        payment will be made on or before the April 15, 2013, with
        the subsequent final payment to be made on or before April
        15, 2014.

     D. Class 4 (Davidson & Co.) will be allowed the sum of
        $18,020.25, which is secured by a seed lien against the
        2010 malt barley crop for goods sold. The sum of
        $18,020.25 together with interest at the rate of 4.25% per
        annum will be paid in seven equal annual payments of
        $3,030.14 each.

     E. Class 5 (KeyBank) has a fully secured $14.1 million claim
        which is secured by livestock, milk proceeds, cash
        collateral, equipment, personal property real property,
        and related collateral.

     F. Class 6 (McCall Livestock) has been paid in full.

     G. Class 7 (Metropolitan Life Insurance Co. and MLIC Asset
        Holdings LLC) will be considered to equal $6,790,005.92.

     H. Class 8 (Northwest Farm Credit Service) will be paid by
        the partnership.

     I. Class 9 (Twin Falls Livestock) has been paid in full.

     J. Class 10 (Wells Fargo Bank) in the sum of $23,800.66 which
        is secured by a lien against a Case 721 B loader.  The
        claim together with interest at the rate of 4.25% per
        annum will be paid in 72 equal monthly payments of $375
        each.

     K. Class 11 (Buhl Implement Co.) in the sum of $8,030.24,
        which is secured by a lien against a Case IH Model MX240
        tractor, Serial No. JJA0110571, for repairs.  The sum of
        $8,030.24 together with interest at the rate of 4.25% per
        annum will be paid in 36 equal monthly payments of $238
        each.

     L. Class 12 (Agri-Stor Co., Inc./Chemical Supply Co., Inc.)
        is allowed in the sum of $12,562.19, which is secured by a
        lien against crops.  The sum of $12,562.19 together with
        interest at the rate of 4.25% per annum will be paid in 7
        equal annual payments of $2,112.36 each.

     M. Class 13 (Western Seeds) has been paid in full.

     N. Class 14 (Valley Agronomics, LLC) is considered to be
        unsecured and will be included in the Unsecured Creditors
        Class.

     O. Class 15 (Simplot Soilbuilders) is allowed in the sum of
        $321,420.43, which is secured by a residence and five
        acres owned by Terry Hollifield and Carol Hollifield
        personally.  The claim, together with interest at the rate
        of 4.50%, will be paid in five equal annual payments of
        $73,216.89 each.

     P. Class 16 (CNH Capital) is allowed in the sum of
        $39,051.13, which is secured by a New Holland harvester.
        The claim, together with interest thereon at the rate of
        4.25%, will be paid in 72 equal monthly payments of
        $615.42 each.

     Q. Class 17 (Tyson Fresh Meats, Inc.) There is a dispute that
        exists wherein Tyson Fresh Meats, Inc., has filed a Motion
        for Allowance of Administrative Claim and Complaint for
        Determination of Administrative Expense Claim, seeking an
        administrative claim totaling $958,511.47.  The Debtor
        disputes that claim and has filed an Answer and
        counterclaim seeking a judgment totaling approximately
        $1.4 million against Tyson Fresh Meats, Inc.  The Debtor
        reserves all rights with respect to resolving this matter
        and that the confirmation order will provide not only
        reserving the rights of debtor but by Tyson Fresh Meats.

     R. Class 18 (Administrative Expenses Under Section 503(b)(9))
        will be paid within 10 days after the order of
        confirmation is entered.

     S. Class 19 (Unsecured Claims) totaling $2,807,677.08, will
        receive 100% of the face amount of the claim with interest
        at 2% from April 15, 2012, which will be amortized over a
        period of 15 years.

A copy of the sixth amended reorganization plan is available for
free at http://bankrupt.com/misc/HOLLIFIELD_plan6a.pdf

                     About Hollifield Ranches

Hansen, Idaho-based Hollifield Ranches Inc. filed for Chapter 11
bankruptcy (Bankr. D. Idaho Case No. 10-41613) on Sept. 9, 2010.
Hollifield Ranches owns a farming, cattle and dairy operation, and
allegedly is owed money for potatoes it sent to Cummins Family
Produce, Inc., for processing.  Brent T. Robinson, Esq., in
Rupert, Idaho, represents the Debtor.  The Debtor estimated assets
and debts at $10 million to $50 million as of the Chapter 11
filing.

The Debtor, which is run by Terry Hollifield, was forced to seek
bankruptcy after its dairy business encountered cash flow problems
in 2008 when the cost of feed was very high, and its cattle
business had problems with the falling price for livestock.

J. Justin May, Esq., at May, Browning & May, represents the
Official Committee of Unsecured Creditors.


HONDO MINERALS: Restates 2012 Annual Report; Has $7.4MM Net Loss
----------------------------------------------------------------
Hondo Minerals Corp. filed on Dec. 21, 2012, Amendment No. 1 to
its annual report on Form 10-K for the year ended July 31, 2012,
to restate certain liabilities and expenses related to a
convertible liability.

The July 31, 2012 consolidated financial statements of the Company
originally reported the settlement of a lawsuit through the
issuance of the Company's common stock as an equity transaction.
Since there is an indefinite number of common shares to be issued
in settlement of the debt, the restatement changed the
reclassification of that transaction from an equity transaction to
a liability transaction thereby recording the $1,668,554 as Common
Stock Liability rather than Additional Paid-In Capital.  The
number of shares to be issued pursuant to the liability is issued
at a discount to the Company's market value of the stock;
therefore, a derivative liability/expense was recorded.

The consolidated financial statements of the Company for the years
ended July 31, 2012, and 2011, have been prepared assuming that
the Company will continue as a going concern.  KWCO, PC, in
Odessa, Texas, said that the Company has limited cash, no
revenues, and limited capital resources which raise substantial
doubt about the Company's ability to continue as a going concern.

The Company reported a net loss of $7.4 million in fiscal 2012,
compared with a net loss of $1.8 million in fiscal 2011.  Hondo
has generated no revenues since inception.

The Company's balance sheet at July 31, 2012, showed $14.0 million
in total assets, $3.8 million in total liabilities, and
stockholders' equity of $10.2 million.

A copy of the Form 10-K/A is available at http://is.gd/XWv26h

The Company also filed its quarterly report on Form 10-Q,
reporting a net loss of $3.1 million for the three months ended
Oct. 31, 2012, as compared to a net loss of $531,046 for the three
months ended Oct. 31, 2011.

The Company's balance sheet at Oct. 31, 2012, showed $14.1 million
in total assets, $5.1 million in total liabilities, and
stockholders' equity of $9.0 million.

A copy of the Form 10-Q is available at http://is.gd/SgWxb2

Based in Addison, Tex., Hondo Minerals Corporation is engaged in
the acquisition of mines, mining claims, and mining estate in the
United States, Canada and Mexico.  Its portfolio of assets include
the Tennessee Mine in the Wallapai Mining District near Chloride,
Mohave County, Arizona, the Schuylkill Mine in the Wallapai Mining
District near Chloride, Mohave County, Arizona, an 80 acre
patented mining claim in Juab County, Utah, known as the "Sullivan
Lode," 24 mining claims in the Cripple Creek, Teller County,
Colorado area, and nine unpatented mining claims in Iron County,
Utah, referred to as "War Eagle."


HOSTESS BRANDS: Wants Arbitration Hearing Continued Until Jan. 25
-----------------------------------------------------------------
Hostess Brands, Inc., et al., ask the U.S. Bankruptcy Court for
the Southern District of New York to continue until Jan. 25, 2013,
at 10 a.m., the hearing on Ace Companies' motion to compel
arbitration of a contract dispute underlying the Debtors'
collateral motion.  Objections, if any, will be due Jan. 18, at
4 p.m.

As reported in the Troubled Company Reporter on Dec. 14, 2012,
Maria Chutchian at Bankruptcy Law360 reported that ACE American
Insurance Co. and ESIS Inc. urged the New York Bankruptcy Court
overseeing the Debtors' Chapter 11 proceedings to compel
arbitration for Hostess' bid to dip into cash collateral related
to a workers' compensation and auto insurance program.

Bankruptcy Law360 related that the insurance companies asked the
court to deny Hostess' Nov. 5 motion to use some of the cash
collateral held by the insurers to satisfy obligations to the
insurers, calling it an attempt to circumvent an arbitration
clause.

                       About Hostess Brands

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

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  DHostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

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

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

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

Hostess Brands in mid-November opted to pursue the orderly wind
down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down. Employee headcount is expected to decrease
by 94% within the first 16 weeks of the wind down.  The entire
process is expected to be completed in one year.


IMAGENETIX INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Imagenetix, Inc., a Nevada corporation
        10845 Rancho Bernardo Road, #105
        San Diego, CA 92127

Bankruptcy Case No.: 12-16423

Chapter 11 Petition Date: December 17, 2012

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Margaret M. Mann

Debtor's Counsel: Robert E. Opera, Esq.
                  WINTHROP COUCHOT
                  660 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 720 4100
                  E-mail: ropera@winthropcouchot.com

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

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

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at:

     http://bankrupt.com/misc/casb12-16423.pdf

The petition was signed by William Spencer, president.


IMPLANT GENERAL: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Implant, General & Cosmetic Dentistry of Tampa Bay, P.A.
        2184 Laurence Drive
        Clearwater, FL 33764

Bankruptcy Case No.: 12-18834

Chapter 11 Petition Date: December 17, 2012

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

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

Scheduled Assets: $597,400

Scheduled Liabilities: $1,741,430

A list of the Company's 11 largest unsecured creditors, filed
together with the petition, is available for free at:

     http://bankrupt.com/misc/flmb12-18834.pdf

The petition was signed by Hani Samuel Tadros, president.

Affiliate who filed a separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Hani Tadros and Suzanne Yassaoui      --                        --


INNER CITY: Judge Dismisses Shareholder Suit Over IP Sale
---------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reports that a New York state
judge has dismissed Inner City Broadcasting Corp. from a
shareholder's suit over a bankrupt subsidiary's plan to sell some
of its trademarks and other intellectual property, ruling the
claims against the broadcaster weren't properly pled.

Bankruptcy Law360 relates that the shareholder, Hugh Wyatt, has
alleged that Inner City Broadcasting is trying to use the
bankruptcy of its subsidiary Inner City Media Corp. to give away
the parent's valuable intellectual property, including the call
letters to its WBLS radio station.

                           About Inner City

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

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

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

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

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

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

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

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


JAMMIN JAVA: Incurs $944,700 Net Loss in October 31 Quarter
-----------------------------------------------------------
Jammin Java Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $944,742 on $536,055 of revenue for the
three months ended Oct. 31, 2012, compared with a net loss of
$894,636 on $126,786 of revenue for the three months ended
Oct. 31, 2011.

For the nine months ended Oct. 31, 2012, the Company had a net
loss of $2.8 million on $1.4 million of revenue as compared to a
net loss of $1.6 million on $198,483 of revenue for the nine
months ended Oct. 31, 2011.

The principal reasons for the increased net loss are: (i) sales of
the Company's products have not caught-up with the expenses
involved in connection with putting in place the Company's
multichannel distribution and sales plan; (ii) compensation
expenses necessary to incentivize management; (iii) selling
expenses incurred in connection with raising necessary working
capital; and (iv) professional fees, including those necessary to
comply with rules and regulations applicable to a U.S. public
reporting company.

The Company's balance sheet at Oct. 31, 2012, showed $1.4 million
in total assets, $922,925 in total current liabilities, and
stockholders' equity of $519,327.

The Company has an accumulated deficit since inception of
$5,866,018.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, expressed substantial doubt about Jammin Java's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Jan. 31, 2012.  The independent
auditors noted that as of Jan. 31, 2012, the Company has incurred
operating losses from inception and has only recently generated
revenues from its principal operations.

A copy of the Form 10-Q is available at http://is.gd/ELjJ4P

Beverly Hills, Calif.-based Jammin Java Corp., doing business as
Marley Coffee, provides sustainably grown, ethically- farmed and
artisan roasted gourmet coffee through multiple United States and
international distribution channels.


JASPERS ENTERPRISES: Chapter 11 Reorganization Dismissed
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
dismissed the Chapter 11 Case of Jaspers Enterprises, Inc.

The Court also ordered that the stays are terminated and all
pending motions or applications, if any are denied as moot.

As reported in the Troubled Company Reporter on Oct. 8, 2012,
Nancy J. Gargula, the U.S. Trustee for Region 13, asked the Court
to dismiss the Debtor's case.

According to the U.S. Trustee, relief has been granted to certain
secured creditors.  As a result, no effective reorganization
appears to be available to the Debtor.

On Sept. 17, the Court granted Ozark Bank relief from the
automatic stay against the Debtor, upon consideration of a third
stipulated order authorizing the Debtor's use of Ozark Bank's cash
collateral until Aug. 27, 2012.  The Court had concluded that
Ozark is entitled to immediate relief from the automatic stay by
virtue of the expiration of the cash collateral order.  Ozark Bank
was authorized to pursue any and all of its remedies pursuant to
the loan documents and applicable state and federal law.

                     About Jaspers Enterprises

Jaspers Enterprises, Inc., filed a bare-bones Chapter 11 petition
(Bankr. E.D. Mo. Case No. 12-41073) in St. Louis, Missouri on
Feb. 13, 2012.  Jaspers Enterprises owns four Missouri hotels --
the Wingate in Maryland Heights plus the Days Inn property, the
Howard Johnson, and the Red Roof Inn, all located in Branson.  The
Wingate hotel in Maryland Heights is under receivership with Midas
Hospitality LLC as the receiver.  Maryland Heights, Missouri-based
Jaspers estimated assets of up to $50 million and debts of up to
$10 million.  It says that debts are primarily business debts.
The largest unsecured creditors are Days Inn Worldwide, which is
owed $361,760, and  Wingate Inns International Inc., owed $252,000
for a trade debt.

Judge Charles E. Rendlen III presides over the case.  Robert E.
Eggmann, Esq., and Thomas H. Riske, Esq., at Desai Eggmann Mason
LLC, serve as the Debtor's counsel.  The petition was signed by
Keith Jaspers, president.


JCK HOTELS: Reorganization Plan Confirmed at Cramdown Hearing
-------------------------------------------------------------
The Bankruptcy Court has confirmed the plan of reorganization
filed by JCK Hotels, LLC, formerly known as Mira Mesa Hotels, LLC,
at a cramdown hearing on Nov. 29, 2012.

Judge Louise D. Adler has previously approved the disclosure
statement explaining the proposed plan.  According to the Amended
Disclosure Statement filed on April 16, 2012, the Plan
contemplates an infusion of cash from JCK Holdings of $400,000 and
$2,200,000 from investors.

The cash infusion will be used by the Debtor to make distributions
to allowed claims as provided in the Plan, reinstate unpaid
interest and allowable costs of approximately $1.2 million of the
first trust deed holder on the Debtor's properties.  Approximately
$950,000 of the cash infusion will be used to complete the
renovations remaining on one of Debtor's two hotels Choice Hotel
Suites, and another $150,000 will be reserved for fees and costs
incurred by professionals in pursuit of confirming the Plan. The
balance of approximately $450,000 will be used to pay 25% of the
claims of Pacific Western Bank and 25% of the unsecured creditors.

The Plan proposes this treatment of claims:

    * Reinstatement of First Lien Lender's Claim.  The Debtor's
note with its first priority secured creditor, LBUBS 2005-C2 Mira
Mesa Limited Partnership ("LBUBS") will be reinstated.  On the
Effective Date, the Debtor will transfer approximately $1.2
million of the cash infusion to LBUBS.  The Debtor believes the
payment will fully cure and reinstate the LBUBS Loan.  In
contrast, LBUBS, which filed a $15.97 million claim, contends that
Debtor owes more in default-interest and possibly other charges.
JCK Holdings will contribute additional cash in the even that it
is determined that the amount necessary to reinstate the Loan
exceeds $1.2 million.

    * 25% Recovery for Second Lien Lender. On the Effective Date,
Debtor will transfer from the remaining Cash Infusion to
Debtor's second priority secured creditor, Pacific Western Bank
("PWB") an amount equal to 25% of its claim.  Based on the
liquidation value of the Debtor's assets, which are less than
LBUBS' first priority interest, the Debtor contends that PWB is
unsecured. The Plan proposes to pay PWB 25% of the value the PWB
Loan in full satisfaction of its Unsecured Claim.

    * 25% Recovery for Unsecured Creditors.  All holders of
unsecured claims estimated to total $694,000 will be paid 25% of
their Allowed Claim amounts on the Effective Date.  The Debtor
claims that unsecured creditors would receive a return of 0% if
the case was converted to Chapter 7.

    * Investors to Obtain Control.  The Plan contemplates an
infusion of cash into JCK Holdings of $400,000 and $2,200,000 from
investors LLJ Ventures, LLC and Chhatrala Group, LLC; in exchange
for retention by JCK Holdings of a 25% membership interest in the
Debtor and a purchase of a 75% membership interest in Reorganized
Debtor by the investors, respectively.  JCK Holdings has, as
members Charles and Sarah Jung, who will contribute $400,000 to
JCK Holdings, who will in turn contribute $400,000 to the Debtor
and Dochun and Nam Kim, and disputed members Richard and Grace
Choe who will contribute nothing to JCK Holdings.

A copy of the First Amended Disclosure Statement dated April 16,
2012, is available for free at:

        http://bankrupt.com/misc/JCK_HOTELS_ds_amended.pdf

                       About JCK Hotels, LLC

JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, operates the Holiday
Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel
in San Diego, California.  The Hotels are operated under licensing
and franchise agreements with Holiday Inn Express and Comfort
Suites.

JCK Hotels filed for Chapter 11 bankruptcy (Bankr. S.D. Calif.
Case No. 11-09428) on June 3, 2011.  Judge Louise DeCarl Adler
presides over the case.  William M. Rathbone, Esq., and Daniel C.
Silva, Esq., at Gordon & Rees LLP, in San Diego, Calif., serve as
bankruptcy counsel.  The Debtor tapped Dae Hyun Kim, CPA &
Associates as financial advisor.  While no formal appraisal has
been done recently, the Debtor believes the fair market value of
both Hotels exceeds $18 million.  The Debtor disclosed
$19,611,552 in assets and $14,974,079 in liabilities as of the
Chapter 11 filing.  The petition was signed by Charles Jung,
managing member.

Tiffany L. Carroll, Acting United States Trustee for Region 16,
under 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of JCK Hotels, LLC.


JER/JAMESON MEZZ I: Second Amended Joint Plan Confirmed
-------------------------------------------------------
JER/Jameson Mezz Borrower I LLC, et al., has confirmed a Second
Amended Joint Plan of Reorganization, as modified dated Dec. 11,
2012, that will fund payments from cash from the Reorganized
Debtors, including cash from the Hotels' business operations.

The Plan provides that the costs of making planned improvements to
the Hotels will be funded with cash from the Debtors or
Reorganized Debtors, well as key money to be provided by the
licensors -- Wyndham Worldwide Corporation and Choice Hotels
International, Inc. -- or after the confirmation of the Plan
pursuant to the terms of the key money notes.

Under the Plan, on or before the Effective Date, the Operating
Debtors will enter into an operating lease with ColFin JIH AHI
Opco, LLC, an affiliate of the Operating Debtors to be formed on
or before the Effective Date.  Pursuant to the Operating Lease,
Opco will have the right to operate the Hotels and receive all
revenues therefrom, in consideration of rental payments to the
Operating Debtors.  The Operating Debtors may also sell or assign
certain personal property relating to the Hotels to Opco in
connection with the Operating Lease.

Pursuant to the new management agreement, Channel Point will
manage the Hotels for an initial term of five years in
consideration of a management fee which is a percentage of gross
revenue.  In connection with the New Management Agreement, an
affiliate of Aimbridge will invest approximately $6 million in
three joint ventures with the Colony JIH Lenders, in exchange for
a minority non-controlling equity interest in ColFin and a
supplemental profitsharing component in the event certain return
hurdles are met, and a minority non-controlling direct or
indirect equity interest in Opco and a subsidiary of Mezzco.

A copy of the Plan is available for free at:

   http://bankrupt.com/misc/JERJAMESON_plan_modified.pdf

               About JER/Jameson Mezz Borrower II

Founded in 1987, Jameson is a chain of 103 small, budget hotels
operating under the Jameson brand in the Southeast and Midwest.
The Jameson properties are operated under the names Jameson Inn
and Signature Inn.  The hotels are based in Smyrna, Georgia.

The chain was taken private in a 2006 buyout by JER Partners, a
unit of real-estate investor J.E. Robert Cos.  JER then put
$330 million of debt on the chain to finance the buyout.  At the
top of the list is a $175 million mortgage loan with Wells Fargo
Bank NA serving as special servicer.  There are four tranches of
mezzanine loans, each for $40 million.  The collateral for each of
the Mezz Loans is the equity interest in the entity or entities
immediately below the borrower of each Mezz Loan.  All of the
mezzanine loans matured in August.

JER/Jameson NC Properties LP and JER/Jameson Properties LLC are
borrowers under the loan with Wells Fargo.  The mortgage loan is
secured by mortgages on hotel properties.  The first set of
foreclosure sales were set for Nov. 1, 2011.  The Mortgage
Borrowers have not sought bankruptcy protection.

Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH
Funding LLC, hold the first and second mezzanine loans.  The First
Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I
LLC's 100% interest in the Mortgage Borrowers.

Prior to the maturity default, the Colony JIH Lenders purchased
the Second Mezz Loan from a previous holder.  The Second Mezz Loan
is secured by a pledge of JER/Jameson Mezz Borrower II's 100%
membership interest in the First Mezz Borrower.

Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC
hold a controlling participation interest in the Third Mezz and
Fourth Mezz Loans.  JER Investors Trust Inc. holds the remaining
participation interests in the Third Mezz and Fourth Mezz Loans.
JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers,
owns the 100% equity interest in the Fourth Mezz Borrower.
Gramercy took over its mezzanine borrower in August.

JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent
foreclosure by Colony.  The Chapter 11 filing had the effect of
preventing Colony from wiping out Gramercy's interest.

Seven days later, JER/Jameson Mezz Borrower I LLC filed for
bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011.

Judge Mary F. Walrath presides over the case.  The Debtors tapped
Ashby & Geddes, P.A. to represent their restructuring efforts.
Epiq Bankruptcy Solutions, LLC, serves as its noticing, claims and
balloting agent.

Each of the Debtors estimated $100 million to $500 million in
assets and $10 million to $50 million in debts.  JER/Jameson
Properties LLC disclosed $294,662,815 in assets and $163,424,762
in liabilities as of the Chapter 11 filing.  The petitions were
signed by James L. Gregory, vice president.

Colony specializes in real estate and has roughly $34 billion of
assets under management.  Colony is represented in the case by
Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman
Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway
Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A.
O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen &
Hamilton LLP.

The U.S. Trustee has not appointed an official Committee of
unsecured creditors in any of the Debtors' cases.


K-V PHARMACEUTICALS: Panel Taps Curtis Mallet as Conflicts Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of K-V Discovery Solutions, Inc., et al., asks the U.S.
Bankruptcy Court for the Southern District of New York for
permission to retain Curtis, Mallet-Prevost, Colt & Mosle LLP as
its conflicts counsel.

A hearing for Jan. 15, 2013, at 10:00 a.m., has been set on the
Committee's request.  Objections, if any, are due Jan. 8, at 4:00
p.m.

The Court approved Stroock & Stroock & Lavan LLP as its lead
counsel.  According to the Committee, Curtis will be handling
matters that may not be appropriately handled by Stroock (or other
counsel to the Committee), because of actual or potential conflict
of interest issues.

The hourly rates of Curtis' personnel are:

         Partners                           $740 - $860
         Counsel                            $510 - $635
         Associates                         $305 - $600
         Paraprofessionals                  $190 - $240
         Managing Clerks                       $450
         Other Support Personnel             $55 - $325

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

                     About K-V Pharmaceutical

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

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


KM ASSOCIATES: To Sell All Assets Under Reorganization Plan
-----------------------------------------------------------
Judge Ronald Pearson has conditionally approved the amended
disclosure statement, dated Oct. 28, 2012, explaining the plan of
reorganization filed by KM Associates, LLC.

Through the financial resources of an outside investor, Four S
Development LP, the Debtor's Second Amended Plan of Reorganization
provides for the sale all of the Debtor's assets and the Principal
Real Estate Asset to Kanawha Mall, LLC, free and clear of all
liens.  The sale of the Debtor's Assets to Kanawha Mall LLC, will
be financed by a new loan to Kanawha Mall, LLC, by the Lenders  to
close contemporaneously with the closing on the sale of the
Principal Real Estate Asset.  The sale of the Debtor's Assets to
Kanawha Mall, LLC, and its closing of the Financing with the
Lenders will be completed on or before December 31, 2012.

The Debtor will not be receiving any cash proceeds from its sale
of its Assets to the Kanawha Mall, LLC.  However, the Debtor will
be receiving consideration in the form of repayment of $18,000,000
of indebtedness owed to the Lenders.  Accordingly, the Debtor will
not be receiving any sales proceeds with which to make
distributions to Class 3, 4, and 5 creditors.  Proceeds of the
sale will be paid to the Lenders at closing up to the amount of
their Allowed Secured Claim.

The classification and treatment of claims under the plan are:

     A. Class 1 (Administrative Claims) will be paid in full.
        Total claims is estimated to be $27,600.

     B. Class 2 (Lenders' Secured Claim) estimated to total
        $24,336,494, will be satisfied through selling its assets
        to Kanawha Mall, LLC, and then it and the Lenders entering
        into the refinancing of the secured lien.

     C. Class 3 (Contractors' Mechanic Lien Claims) estimated to
        be $891,076, will be satisfied by transferring the
        Principal Real Estate Asset to Kanawha Mall, LLC, which
        transfer will be financed by the contemporaneous Financing
        with the Lenders, the Debtor will not be receiving any
        proceeds in which to make payment on the Contractors'
        claims.

     D. Class 4 (Unsecured Claims of all other unsecured
        creditors) will not paid.

     E. Class 5 (Unsecured Claims) consists of claims of ERECT
        Fund, Highmark Specialty R/E/ Trust, SAK, LLC, Lee O.
        Hill, Thomas E. Potter, and Frank A. Baer, II, totaling
        $3,719,937.88, will not be paid.

The confirmation hearing on the amended reorganization plan was
scheduled on Dec. 19, 2012, at 2:30 p.m.

A copy of the amended disclosure statement is available for free
at http://bankrupt.com/misc/KMASSOCIATES_ds2a.pdf

                        About KM Associates

KM Associates, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. W.Va. Case No. 12-20041) on Jan. 30, 2012.  The petition was
signed by Donald S. Simpson, managing member.  The Debtor, a
Single Asset Real Estate under 11 U.S.C. Sec. 101 (51B), disclosed
assets of $17.3 million and liabilities of $26.5 million.

Bank lenders The CNB Bank, Standard Bank PaSB First United Bank &
Trust, Progressive Bank, N.A., Citizens Bank of West Virginia,
Inc. and Farmers and Merchants Bank of Western Pennsylvania,
National Association, are represented by Arthur M. Standish, Esq.,
and Kristian J. Jamieson, Esq., at Steptoe & Johnson PLLC.


KNIGHT CAPITAL: Signs Merger Agreement with GETCO Holding
---------------------------------------------------------
Knight Capital Group, Inc., and GETCO Holding Company, LLC, have
entered into an agreement for a strategic business combination
whereby GETCO and Knight will be combined under a new publicly
traded holding company.

According to both firms' statement, the combined firm will create
a true industry leader as an independent market-maker and agency
broker across geographies, market structures and asset classes.
The resulting company will benefit from Knight's deep customer
franchise and GETCO's leading edge technology platform, resulting
in a company extremely well positioned to serve customers across
multiple products globally.

Under the agreement, existing Knight shareholders (other than
GETCO) will have the right to elect to receive $3.75 per share in
cash or one share of common stock of the new holding company.  The
cash consideration will be subject to pro-ration if the holders
elect to receive more than $720 million in cash in the aggregate.
Jefferies & Company, Inc., and its affiliates, the largest
shareholders in Knight, have agreed to limit their cash election
to 50 percent of their Knight shares to the extent it is necessary
to ensure that other Knight shareholders can receive their desired
cash level up to the 720 million dollar aggregate amount.  GETCO
members will receive 233 million shares of the new holding company
and the 57 million shares of Knight currently owned by GETCO will
be retired.  GETCO members will receive warrants in the new
holding company as follows: 25 million warrants with a $4.00
exercise price and a four-year term; 25 million warrants at a
$4.50 exercise price and a five-year term; and 25 million warrants
at a $5.00 exercise price and a six-year term.  Based on the
tangible net worth of GETCO and Knight as of Sept. 30, 2012, pro
forma tangible book value of the combined company would be
approximately $3.75 per share.

"After a thorough evaluation, the Knight Board of Directors
unanimously concluded that a merger between Knight and GETCO
provides the best possible value creation opportunity for Knight's
shareholders," said Thomas M. Joyce, Knight's chairman and chief
executive officer.  "The transaction provides near-term certainty
in the form of cash, while also allowing shareholders to benefit
from participation in the future success of the firm.  Broker-
dealers and institutions will continue to experience the same
industry-leading execution quality and client service they've come
to expect from Knight, with the additional liquidity-enhancing
capabilities of GETCO's renowned technology."

"The combination of Knight and GETCO will create a powerful,
dynamic firm with an unmatched ability to deliver results for
clients," said Daniel Coleman, GETCO's chief executive officer.
"Market participants will benefit from industry-leading services,
and our larger capital base will provide strong support for
existing operations, as well as an attractive currency for growth.
We are looking forward to bringing the talented employees of both
companies together and beginning to realize the full potential of
the combined organization."

Mr. Coleman will become the Chief Executive Officer of the
combined firm, while Mr. Joyce will serve as Executive Chairman of
the Board of Directors.  Steven Bisgay, Knight's Chief Financial
Officer, will continue in that role for the combined company.  The
Board of Directors of the combined company will have nine members
including Mr. Coleman and four other GETCO designees, and Mr.
Joyce and three other Knight designees.  The transaction is
expected to be completed in the second quarter of 2013, subject to
shareholder and customary regulatory approvals.

"General Atlantic is excited to support the merger of GETCO and
Knight.  We look forward to working with the combined company's
board and management to build the world's leading electronic
market making and institutional brokerage firm," said Bill Ford,
chief executive officer of General Atlantic, a growth investment
firm that owns 25 percent of GETCO and has extensive experience as
an active investor in market structure firms globally.

The $1.4 billion purchase price represents a 51% premium to
Knight's closing share price on Nov. 23, 2012.  The amount also
equates to a 15% premium to Knight's tangible book value, as of
Sept. 30, 2012.

GETCO has obtained commitments from affiliates of Jefferies for
the financing necessary to complete the transaction, including
refinancing all existing Knight and GETCO debt.  General Atlantic
will make an additional $55 million equity investment, which will
bring their total investment in the new company to over $400
million.

Sandler O'Neill & Partners, L.P., is serving as the financial
advisor and Wachtell, Lipton, Rosen & Katz is providing legal
advice to Knight. Jefferies & Company, Inc., is serving as the
financial advisor and Sullivan & Cromwell LLP is providing legal
advice to GETCO.  Bank of America Merrill Lynch provided a
fairness opinion to the board of directors of GETCO.

                         About Knight Capital

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

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

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

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

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

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

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


KNIGHT CAPITAL: Jefferies & Company Owns 46.9% of Class A Shares
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Jefferies & Company, Inc., and its affiliates
disclosed that, as of Dec. 17, 2012, they beneficially own
81,262,363 shares of Class A common stock of Knight Capital Group,
Inc., representing 46.9% of the shares outstanding.  Jefferies &
Company previously reported beneficial ownership of 83,433,375
Class A shares or 46% as of Aug. 6, 2012.  A copy of the amended
filing is available for free at http://is.gd/V0Vs3Y

                         About Knight Capital

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

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

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

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

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

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

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


LAKELAND DEVELOPMENT: H. Henry Eshraghian Approved as Tax Preparer
------------------------------------------------------------------
The U.S. Bankruptcy Court authorized Lakeland Development Company
to employ H. Henry Eshraghian as tax preparer.

As reported in the Troubled Company Reporter on Oct. 10, 2012,
H. Henry Eshraghian is to prepare the Debtor's tax returns for the
years 2009, 2010 and 2011.  The Debtor will pay $1,295 for each of
the three years for which both state and federal tax returns have
been prepared and filed.

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

                     About Lakeland Development

Santa Fe Springs, California-based Lakeland Development Company is
a privately held subsidiary in a family of companies headed by
Energy Merchant Corp.  Lakeland owns the real property located at
12345 Lakeland Road, Santa Fe Springs, California.  The real
property is composed of 10 parcels totaling roughly 55 acres.

Lakeland filed a Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-25842) in Los Angeles on May 4, 2012.  Judge Richard M. Neiter
presides over the case.  Lawrence M. Jacobson, Esq., at Glickfeld,
Fields & Jacobson LLP, and The Law Offices of Richard T. Baum,
Esq., serve as the Debtor's counsel.  The petition was signed by
Michael Egner, chief financial officer.


LARSON LAND: Trustee Taps Cook Martin to Prepare Tax Returns
------------------------------------------------------------
John L. Davidson, the Chapter 11 trustee for Larson Land Company,
LLC, asks the U.S. Bankruptcy Court for the District of Idaho for
permission to employ Cook Martin Paulson PC to perform services
consisting of accounting for and preparation of the estate's tax
returns for the period from the petition date to Dec. 31, 2012.

In addition, Cook Martin will prepare returns for any prepetition
periods for which returns have not been filed by the Debtor, which
the trustee will furnish to the taxing authorities.

Cook Martin would prepare the returns for a flat fee of $12,000.
Upon Court approval of Cook Martin's employment, the trustee would
pay $12,000 to Cook Martin as a retainer for its services.  The
$12,000 retainer would come from the carve-out for professional
fees provided by Ontario Asset Holdings, LLC.

Daniel G. Smith, shareholder at Cook Martin, assures the Court
that the firm does not represent or hold any interest adverse to
the Debtor or to the estate with respect to the matters for which
it is to be employed.

Mr. Smith says the Debtor did not owe anything to the firm as of
the petition date as opposed to the Debtor's schedules indicating
that as of the petition date, the Debtor owed Cook Martin $2,225.

                         About Larson Land

Ontario, Oregon-based Larson Land Company LLC, fka Select Onion
Co. LLC -- http://www.selectonion.com/-- a privately held
agribusiness company that grows, stores, processes and ships
bagged onions, fresh processed onions, whole peel onions, IQF
onions, and delicious raw breaded hand packed onion rings, filed a
Chapter 11 petition (Bankr. D. Idaho Case No. 12-00820) in Boise,
Idaho, on April 12, 2012, estimating assets of up to $100 million
and debts of up to $500 million.

Brent T. Robinson, Esq., at Robinson, Anthon & Tribe, serves as
the Debtor's counsel.

Judge Terry L. Myers, at the behest of the U.S. Trustee, ordered
the appointment of a Chapter 11 trustee to replace management of
the Debtor.  Hawley Troxell Ennis & Hawley, LLP and Ball Janik LLP
represent John L. Davidson, the Chapter 11 trustee for the Debtor.

Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.


LI-ION MOTORS: Incurs $39,000 Net Loss in October 31 Quarter
------------------------------------------------------------
Li-ion Motors Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $39,312 on $0 of total revenue for the three months
ended Oct. 31, 2012, compared with a net loss of $287,224 on
$172,318 of total revenue for the same period during the prior
year.

The Company's balance sheet at Oct. 31, 2012, showed $47,793 in
total assets, $2.29 million in total liabilities and a $2.24
million total stockholders' deficiency.

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

                        http://is.gd/D0P8PT

                        About Li-ion Motors

Las Vegas, Nev.-based Li-ion Motors Corp. was incorporated under
the laws of the State of Nevada in April 2000.  The Company is
currently pursuing the development and marketing of electric
powered vehicles and products based on the advanced lithium
battery technology it has developed.


LOCATION BASED TECH: Sues JMJ Financial Over Promissory Notes
-------------------------------------------------------------
Location Based Technologies Inc. filed a lawsuit against Justin
Keener d/b/a JMJ Financial relating to three promissory notes
entered into between the Company and JMJ.

The first note was entered into on or around March 16, 2012, with
a principal sum of $550,000.  The second note was entered into on
or around April 18, 2012, with a principal sum of $620,000.  The
third note was entered into on or around May 1, 2012, with a
principal sum of $550,000.

The second note was paid off in full by the Company and the first
and third notes are still outstanding.

The Company is seeking a declaratory judgment claiming that all of
the Notes violate applicable usury laws and therefore, the entire
outstanding debt purportedly owed, including all principal and
interest, is unenforceable.

The Company is also seeking to recover all amounts previously paid
in the second note as affirmative damages and all consequential
damages from JMJ's prior conversions and short sales of the
Company's stock.

The Company is also seeking to invalidate all 1,956,522 warrants
issued to JMJ pursuant to these transactions.

                 About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

Location Based incurred a net loss of $8.69 million for the year
ended Aug. 31, 2012, compared with a net loss of $8.22 million
during the prior fiscal year.

Location Based's balance sheet at Aug. 31, 2012, showed $5.52
million in total assets, $5.75 million in total liabilities,
$430,700 in commitments and contingencies and a $661,566 total
stockholders' deficit.

Comiskey & Company, the Company's independent registered public
accounting firm, included an explanatory paragraph in its report
on the Company's financial statements for the fiscal year ended
Aug. 31, 2012, which expresses substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred recurring losses
since inception and has an accumulated deficit in excess of
$45,000,000.  There is minimal sales history for the Company's
products, which are new to the marketplace.

                         Bankruptcy Warning

The Company remains obligated under a significant amount of notes
payable, and Silicon Valley Bank has been granted security
interests in its assets.

"If we are unable to pay these or other obligations, the creditors
could take action to enforce their rights, including foreclosing
on their security interests, and we could be forced into
liquidation and dissolution.  We are also delinquent on a number
of our accounts payable.  Our creditors may be able to force us
into involuntary bankruptcy," the Company said in its annual
report for the period ended Aug. 31, 2012.


MDU COMMUNICATIONS: Incurs $6.4-Mil. Net Loss in Fiscal 2012
------------------------------------------------------------
MDU Communications International, Inc., filed on Dec. 21, 2012,
its annual report on Form 10-K for the year ended Sept. 30, 2012.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about MDU's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant recurring losses, has a working capital deficit, and
an accumulated deficit of $75 million at Sept. 30, 2012.  They
also noted that the Company's $30 million Credit Facility matures
on June 30, 2013.

The Company reported a net loss of $6.4 million on $27.3 million
of revenue for 2012, compared with a net loss of $7.4 million on
$27.9 million of revenue for 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$19.7 million in total assets, $32.3 million in total liabilities,
and a stockholders' deficit of $12.6 million.

A copy of the Form 10-K is available at http://is.gd/i7svc6

Totowa, New Jersey-based MDU Communications International, Inc.,
is a national provider of digital satellite television, high-speed
Internet, digital phone and other information and communication
services to residents living in the United States multi-dwelling
unit market -- estimated to include 32 million residences.


MDU COMMUNICATIONS: SF Investors Owns 6.4% Equity Stake
-------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, SF Investors LP disclosed that, as of Dec. 17, 2012,
it beneficially owns 354,521 shares of common stock of MDU
Communications Int'l Inc. representing 6.42% of the shares
outstanding.  A copy of the filing is available at:

                        http://is.gd/f8HbEo

                             About MDU

Totowa, New Jersey-based MDU Communications International, Inc.,
is a national provider of digital satellite television, high-speed
Internet, digital voice and other information and communication
services to residents living in the United States multi-dwelling
unit ("MDU") market - estimated to include 26 million residences.

The Company's balance sheet at June 30, 2012, showed $21.2 million
in total assets, $33.2 million in total liabilities, and a
stockholders' deficit of $12.0 million.

"Our ability to continue to operate our business is substantially
dependent on our ability to raise additional capital in the near
term," the Company said in its quarterly report for the period
ended June 30, 2012.  "We are actively pursuing a number of
possible funding options, but there can be no assurance that these
efforts will be successful.  Our expected continued losses from
operations and the uncertainty about our ability to obtain
sufficient additional capital raise substantial doubt about our
ability to continue as a going concern."


MID PINE: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Mid Pine Avenue LLC
        3830 Valley Centre Drive, Suite 701-571
        San Diego, CA 92130

Bankruptcy Case No.: 12-16409

Chapter 11 Petition Date: December 17, 2012

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: Judith A. Descalso, Esq.
                  LAW OFFICES OF JUDITH A. DESCALSO
                  960 Canterbury Place, Suite 340
                  Escondido, CA 92025
                  Tel: (760) 745-8380
                  Fax: (760) 860-9800
                  E-mail: jad@jdescalso.com

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

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

A list of the Company's two largest unsecured creditors, filed
together with the petition, is available for free at:

     http://bankrupt.com/misc/casb12-16409.pdf

The petition was signed by Rudy Medina, managing member.


MILAGRO OIL: James Ivey Resigns CEO, President and Director Posts
-----------------------------------------------------------------
James G. Ivey, the President and Chief Executive Officer and
director of Milagro Oil & Gas, Inc., resigned, effective
immediately and his employment agreement with the Company was
terminated.  In connection with this, Gary Mabie, the Company's
Chief Operating Officer, was named President, in addition to his
continuing service as Chief Operating Officer, and assumed the
duties of Principal Executive Officer.  There were no changes to
Mr. Mabie's compensation in connection with this appointment.

The Company is in the process of negotiating a separation
agreement with Mr. Ivey.

Milagro Oil & Gas, Inc., is an independent energy company based in
Houston, Texas that is engaged in the acquisition, development,
exploitation, and production of oil and natural gas.  The
Company's historic geographic focus has been along the onshore
Gulf Coast area, primarily in Texas, Louisiana, and Mississippi.
The Company operates a significant portfolio of oil and natural
gas producing properties and mineral interests in this region and
has expanded its footprint through the acquisition and development
of additional producing or prospective properties in North Texas
and Western Oklahoma.

The Company's balance sheet at Sept. 30, 2012, showed
$509.0 million in total assets, $461.3 million in total
liabilities, $235.4 million in Redeemable series A preferred
stock, and a stockholders' deficit of $187.7 million.

                     Going Concern Uncertainty

According to the regulatory filing, the 2011 Credit Facility
contains customary financial and other covenants, including
minimum working capital levels (the ratio of current assets plus
the unused availability of the borrowing base under the 2011
Credit Facility to current liabilities) of not less than 1.0 to
1.0, minimum interest coverage ratio, as defined, of not less than
2.50 to 1.0, maximum leverage ratio, as defined, of debt balances
as compared to EBITDA of not greater than 4.25 to 1.0 and maximum
secured leverage ratio, as defined, of secured debt balances as
compared to EBITDA of not greater than 2.00 to 1.0.  The maximum
leverage ratio will reduce to 4.00 to 1.0 as of March 31, 2013,
and all periods thereafter.

"The Company is currently exploring a range of alternatives to be
in compliance with the financial covenant at the applicable dates.
Unless the Company is able to execute one or more of these
alternatives, the Company's maximum leverage ratio may not meet
the reduced threshold in the covenants beginning on March 31,
2013.  In that event, the Company would have to seek a waiver or
amendment to these agreements and, if not granted, the lenders
could declare a default and the Company will not be able to borrow
additional funds under the facility.  Accordingly, there is
substantial doubt of the Company's ability to continue as a going
concern."

                            *    *     *

As reported by the TCR on Nov. 29, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Houston-based
Milagro Oil & Gas Inc. to 'CCC' from 'CCC+'.

"The rating action reflects our assessment that Milagro could face
a near-term liquidity crisis," said Standard & Poor's credit
analyst Christine Besset.


MMRGLOBAL INC: Has License Agreement With Healthcare Holdings
-------------------------------------------------------------
MyMedicalRecords, Inc., executed a Non-Exclusive Patent License
Agreement with Healthcare Holdings Group, Inc., to license certain
rights in the Company's Health IT patents, including, but not
limited to: U.S. Patent No. 8,321,240; U.S. Patent No. 8,301,466;
U.S. Patent No. 8,117,045; U.S. Patent No. 8,117,646; and U.S.
Patent No. 8,121,855, as well as any other Health IT patents to be
issued pursuant to pending applications filed by the Company in
the United States and all divisions, continuations, reissues and
extensions thereof.  The Agreement expires simultaneously with the
last to expire of the Licensed Patents.

The Licensee will utilize the rights granted under the Licensed
Patents in connection with its Health IT business, including
Licensee's products and services directed to healthcare
professionals, including ChartZoneMD, an Electronic Health Records
cloud-based software solution, SmartFormsMD, a new voice-over
commanded software module, and AccessMyRecords.com, an electronic
storage and retrieval service for medical and legal records that
serves as the patient portal for the ChartZoneMD EHR software
suite, and other such products and services embodied in the
Licensed Patents.

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Rose, Snyder & Jacobs LLP, in Encino,
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 negative cash flows from operations during the years ended
Dec. 31, 2011, and 2010.

The Company reported a net loss of $8.88 million in 2011, compared
with a net loss of $17.90 million in 2010.  The Company reported a
net loss of $10.3 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$2.02 million in total assets, $8.48 million in total liabilities,
and a $6.45 million total stockholders' deficit.


MOHAWK INDUSTRIES: Moody's Affirms 'Ba1' Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service revised Mohawk Industries, Inc.'s
outlook to stable from positive in connection with its agreement
to acquire Marazzi Group. At the same time, Mohawk's Ba1 Corporate
Family Rating and its Ba1 senior unsecured notes rating were
affirmed.

On December 21, 2012, Mohawk announced that it had entered into an
agreement to purchase Marazzi Group in a deal valued at around
$1.5 billion. Marazzi designs, makes, and distributes tile and
other flooring and ceramic bathroom products. Revenue for the year
ended December 31, 2011 was over $1 billion.

In addition, on October 29, 2012, the Company announced that it
had entered into an agreement to purchase Pergo, a manufacturer of
laminate flooring, for $150 million. Pergo's 2011 sales were
approximately $320 million.

"The outlook change reflects our view that Mohawk is unlikely to
be upgraded in the next 12-18 months because of the additional
leverage that will be incurred to fund the Marazzi acquisition and
the resulting deterioration in credit metrics," said Kevin
Cassidy, Senior Credit Officer at Moody's. Pro forma debt to
EBITDA as of September 2012 will increase by about one turn to
almost 3.4 times. However, Moody's expects leverage to approach 3
times in the next year or two given Mohawk's strong operating
performance, cash generating abilities, and commitment to
delevering. Despite the increase in leverage, Moody's thinks the
acquisition makes strategic sense as it expands Mohawk's operating
performance and increases its presence in the growing Russian
flooring market. "However, it also increases Mohawk's exposure to
the European market to over 20%," Mr. Cassidy noted.

The following ratings were affirmed:

Corporate Family Rating at Ba1;

Probability of Default Rating at Ba1;

$900 million 6.125% senior unsecured notes, due 2016 at Ba1
(LGD 4, 63% from LGD 4, 62%);

Speculative Grade Liquidity rating at SGL-1

Ratings Rationale

The Ba1 Corporate Family Rating reflects Mohawk's leading market
share in floor covering (carpet, floor tiling and laminate),
strong cash flow and its generally conservative financial
policies. The Corporate Family Rating also reflects the size of
the company with more than $5.7 billion of revenue ($7.1 billion
pro forma) and significant geographic diversification throughout
the U.S. and in Europe, Mexico, China and Russia. The rating also
reflects Mohawk's moderately high pro forma leverage at almost 3.4
times, but also Moody's expectation that leverage will approach 3
times in the next year or two as demand increases, operations
remain efficient, and debt is reduced. Mohawk management has been
focused in recent years on reducing expenses in order to make its
cost structure more efficient, which helps it offset high raw
material prices. Moody's expects revenue to increase in 2013 due
to increasing signs of improvement in the housing market,
continued modest economic expansion in the US and demand expansion
in both the commercial and residential market. Continued expansion
in the international flooring markets will also help drive revenue
growth. The rating is constrained by the integration risks
associated with the Pergo and Marazzi acquisitions and by Mohawk's
significant European exposure.

The stable outlook reflects Moody's belief that residential and
commercial floor covering demand will continue improving over the
near to medium term and that Mohawk will reduce its leverage with
free cash flow and earnings growth. At the same time, the outlook
reflects the integration risks associated with the Marazzi and
Pergo acquisition and the economic uncertainty in Europe.

The rating could be upgraded if residential and commercial demand
keeps increasing and the housing market and macro economy continue
to improve. Key credit metrics which could support an upgrade are
debt to EBITDA approaching 2.5 times and double digits EBITA
margins.

The rating could be downgraded if discretionary consumer spending
significantly declines or operating performance otherwise weakens.
Integration difficulties could also prompt a downgrade. Key credit
metrics which could prompt a downgrade would be debt to EBITDA
sustained above 4 times or EBITA margins in the low single digits.

The principal methodologies used in this rating were 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 Calhoun, Georgia, Mohawk Industries is a leading
producer of floor covering products for residential and commercial
applications in the U.S. and outside the U.S. Mohawk products
includes brands such as Mohawk, Unilin, Karastan, Ralph Lauren,
Lees, Bigelow, Dal-Tile, American Olean, Pergo and Marazzi.
Revenue for the twelve months ended September 30, 2012,
approximated $5.7 billion ($7.1 billion pro forma).


MY DENTIST: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: My Dentist, Inc.
        3955 B. East 120th Avenue
        Thornton, CO 80233

Bankruptcy Case No.: 12-35362

Chapter 11 Petition Date: December 17, 2012

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: lmk@kutnerlaw.com

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

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

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at:

     http://bankrupt.com/misc/cob12-35362.pdf

The petition was signed by Gregory Michael Krainik, president.

Affiliate who filed a separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Gregory Krainik                       --                        --


NAVISTAR INTERNATIONAL: Incurs $3-Bil. Net Loss in Fiscal 2012
--------------------------------------------------------------
Navistar International Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss attributable to the Company of $3.01 billion on $12.94
billion of net sales and revenues for the year ended Oct. 31,
2012, compared with net income attributable to the Company of
$1.72 billion on $13.95 billion of net sales and revenues during
the prior year.

The Company reported a net loss attributable to the Company of
$2.76 billion on $3.27 billion of net sales and revenues, compared
with net income attributable to the Company of $255 million on
$4.32 billion of net sales and revenues for the same quarter a
year ago.

The Company's balance sheet at Oct. 31, 2012, showed $9.10 billion
in total assets, $12.36 billion in total liabilities and a $3.26
billion total stockholders' deficit.

"We continue to make significant progress on our turnaround and
the complexity of this quarter's results is reflective of the
actions necessary during this time of transition," said Lewis B.
Campbell, Navistar chairman and chief executive officer.  "The
team has delivered numerous successes, including exceeding our
cash guidance, launching the ProStar with the ISX 15-liter ahead
of schedule and moving forward with several opportunities
identified during our ROIC-focused business reviews.
Additionally, with the improvement to our manufacturing footprint
by closing our Garland, Texas, manufacturing plant and the
completion of workforce reductions in North America and South
America, we are positioned to exceed our goal of reducing
structural costs by $175 million."

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

                        http://is.gd/3NSmy0

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

In the Sept. 19, 2012, edition of the TCR, Fitch Ratings has
downgraded the Issuer Default Ratings (IDR) for Navistar
International Corporation (NAV) and Navistar Financial
Corporation (NFC) to 'CCC' from 'B-'.  The rating Outlook is
Negative.  The rating downgrades and Negative Rating Outlook
reflect the company's heightened liquidity risk and negative
manufacturing free cash flow (FCF) which could continue into 2013.


NESBITT PORTLAND: Joint Plan Features Two Alternatives for Funding
------------------------------------------------------------------
Nesbitt Portlant Property et al., has filed a disclosure statement
in support of its joint plan of reorganization dated Nov. 28,
2012.

The Plan Funding will be provided by either the New Money
Investment or Term Loan B and the funds held by the Lender in the
capital improvement reserve which, at the Petition Date, equaled
approximately $3.6 million.  The funds will be used to make
certain capital improvements to the Hotels and initial
Distributions as set forth in the Plan.

On the Effective Date, if any of the impaired classes votes to
reject the Plan, all of the Debtors' membership interests will be
deemed cancelled, and the Reorganized Debtors shall issue New
Membership Interests to the New Equity Sponsor in exchange for the
New Money Investment.  The New Money Investment will be for
approximately $34 million.

On the Effective Date, if Class 1 and Class 6 vote to accept the
Plan, the Reorganized Debtors will obtain a loan from the Exit
Lender.  The Term Loan B will be for approximately $34 million,
and is anticipated to have an interest rate of 10 percent; a 5-
year term; interest-only for all five years; and be secured by a
second lien on the Hotels.  These terms are subject to negotiation
with the Term Loan Blender.

The Reorganized Debtors will assume the Franchise Agreements and
the Management Agreements.  The Debtors' balance sheet projections
provide for a reserve sufficient to cure accrued, unpaid Windsor
management fees on terms to be negotiated with Windsor and
approved by the Court.  As a condition to retaining their licenses
and Franchise Agreements to operate as Hilton Embassy Suites,
Hilton requires the Reorganized Debtors to make certain
improvements on all of the Hotels.  Hilton also requires several
of the Hotels to perform certain additional relicensing
improvements and renovations.  The Debtors have requested new
Product Improvement Programs from Hilton and will have the ability
to use up to an estimated $33.6 million of the Plan Funding to
fund the Brand Standard Improvements and the Product Improvement
Programs.  Notwithstanding the Debtors' estimate for the Product
Improvement Programs and the Brand Standard Improvements, the
improvements may cost less than $33.6 million.  Windsor will
manage the implementation of the Brand Standard Improvements and
the Product Improvement Program pursuant to the Management
Agreements.

The Amended Articles of Organization and the Amended Operating
Agreements contain provisions as are necessary to satisfy the
provisions of the Plan and, to the extent necessary, to prohibit
the issuance of nonvoting equity securities as required by Section
1123(a) (6) of the Bankruptcy Code, subject to further amendment
of the Amended Articles of Organization and Amended Operating
Agreements as permitted by applicable law.  The Amended Articles
of Organization and Amended Operating Agreements will contain
indemnification provisions applicable to the officers and
employees of the Reorganized Debtors and such other Entities as
may be deemed appropriate in the discretion of the Reorganized
Debtors and will provide for the authorization and issuance of the
New Membership Interests, if necessary.

A copy of the disclosure statement is available for free at:

         http://bankrupt.com/misc/NESBITT_PORTLAND_ds.pdf

              About Nesbitt Portland Property et al.

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

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

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

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

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

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

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

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

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

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


NEW ENGLAND COMPOUNDING: Files Ch.11 to Address Meningitis Claims
-----------------------------------------------------------------
New England Compounding Pharmacy, Inc. d/b/a New England
Compounding Center, on Dec. 21 filed for protection under Chapter
11 of the U.S. Bankruptcy Code.  The filing, which was made in the
United States Bankruptcy Court for the District of Massachusetts,
seeks to establish a fund to compensate individuals and families
affected by a nationwide meningitis outbreak.  In papers filed
with the court, the company said its goal is to provide a greater,
quicker, fairer payout to its creditors than they could achieve
through piecemeal litigation.

The company has appointed Keith D. Lowey -- klowey@vlpc.com -- as
Independent Director of NECC and as the company's Chief
Restructuring Officer.  Mr. Lowey will be responsible for NECC's
effort to establish the Compensation Fund and commence payments to
affected parties.

"This will be a cooperative effort," said Lowey, who is a
Principal in the Financial Consulting firm Verdolino & Lowey. "We
want to assemble a substantial fund, and then distribute it fairly
and efficiently to those who are entitled to relief."

On Oct. 6, 2012, NECC announced a recall of all products in
circulation that were compounded at and distributed from its
facility in Framingham, Massachusetts.  It said it took the action
out of an abundance of caution due to the potential risk of
contamination, and in cooperation with an investigation being
conducted by the U.S. Food and Drug Administration, the Centers
for Disease Control and Prevention and the Massachusetts Board of
Registration in Pharmacy.  The FDA had previously issued guidance
for medical professionals that all products distributed by NECC
should be retained and secured.

Lowey said that NECC seeks to forge a consensual, comprehensive
resolution of claims which will be funded by agreements reached
among the claimants, the Company, its insurers and other parties
with potential liability for the meningitis cases. All such claims
will be addressed in U.S. Bankruptcy court.

Mr. Lowey will be in charge of NECC's conduct of the Chapter 11
case and its effort to work cooperatively with those impacted by
the meningitis outbreak.

"We want to confirm the Chapter 11 plan establishing the
Compensation Fund as soon as possible," Lowey said.

To accomplish this goal, NECC's bankruptcy counsel, Daniel Cohn of
Murtha Cullina LLP, emphasized that claimants and their lawyers
will be actively involved. "We expect that a committee of
meningitis claimants will be appointed to represent the entire
group," said Cohn. "That will help assure that an appropriate
amount will be collected and contributed to the Compensation Fund,
and that the money will be distributed fairly."

"Many families across the U.S. have been impacted by this great
tragedy, and it is difficult to comprehend the sense of loss so
many people have experienced. Everyone associated with New England
Compounding Center shares that sense of loss," Lowey said. "We
recognize the need to compensate those affected by the meningitis
outbreak fairly and appropriately. We hope that by establishing
this Fund under Chapter 11 of the U.S. Bankruptcy Code, those
families impacted by this tragedy may be compensated as quickly as
is possible."

The company listed between $1 million and $10 million in both
assets and liabilities.


NORTEL NETWORKS: Seeks Court Approval of Incentive Plan
-------------------------------------------------------
BankruptcyData.com reports that Nortel Networks filed with the
U.S. Bankruptcy Court a motion for an order authorizing the
Debtors to (A) grant awards pursuant to the Nortel Networks'
incentive plan, and (B) enter into individual special incentive
payment agreements with certain key personnel.  The 2013 incentive
awards paid will not exceed approximately $1,081,915.

The Court scheduled a Jan. 9 hearing on the matter.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.


ODYSSEY DIVERSIFIED: Amends Schedules of Assets and Liabilities
---------------------------------------------------------------
Odyssey Diversified VI, LLC, filed with the U.S. Bankruptcy Court
for the Middle District of Florida amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property                  $549
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $20,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,884,004
                                 -----------      -----------
        TOTAL                           $549      $24,884,004

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

As reported in the Troubled Company Reporter on Oct. 10, 2012, the
Debtor disclosed $549 in assets and $24,884,004 in liabilities as
of the Chapter 11 filing.

                     About Odyssey Diversified

Odyssey Diversified VI, LLC, Odyssey Diversified VII, LLC, and
Odyssey Diversified IX, LLC, sought Chapter 11 protection (Bankr.
M.D. Fla. Case Nos. 12-12323 to 12-12325) on Aug. 10, 2012, in
Tampa, Florida.  Edward J. Peterson. Esq., at Tampa, Florida,
serves as counsel to the Debtors.  Diversified VI disclosed $549
in total assets and $24,884,004 in total liabilities in its
schedules of assets and liabilities.

William Maloney of Bill Maloney Consulting serves as chief
restructuring officer for the Debtors.


OLDE PRAIRIE: Equity Holders Object to Cancellation of Shares
-------------------------------------------------------------
Christopher Coggeshall, in his capacity as trustee of The
Promenade Trust, and Rosa Scarcelli in her capacity as an equity
holder of Olde Prairie Block Owner, LLC, object to the Debtor's
Plan of Reorganization dated October 19, 2012.

The Trustee owns approximately 40% of one of the two LLCs that own
the Debtor and 25% of the other, and Ms. Scarcelli owns 8% of the
interest of one of the LLC owners of the Debtor, and therefore
both have an indirect equity interest in the Debtor.

According to the Disclosure Statement, the Debtor is solvent.
While the Trustee and Ms. Scarcelli generally support the Debtor's
efforts to reorganize, they object to the Debtor's efforts,
through the Plan, to permit some of the existing members to obtain
100% of the equity in the "reorganized debtor" while wiping out
others, including the Trustee and Ms. Scarcelli.  The scheme by
the Debtor's management to cancel the existing membership
interests in this solvent debtor and re-issue them to an entity
controlled by the Debtor's managing-member will eviscerate the
Trustee's and Scarcelli's minority interests in the Debtor's
development project (which the Debtor asserts has great value) in
contravention of the Bankruptcy Code and applicable non-bankruptcy
law.

The trustee is represented by:

         Roger A. Clement, Jr., Esq.
         Nathaniel R. Hull, Esq.
         VERRILL DANA LLP
         One Portland Square
         Portland, ME 04112-0586
         Tel: (207) 774-4000
         E-mail: nhull@verrilldana.com

                   About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, filed a bare-bones Chapter 11
petition (Bankr. N.D. Ill. Case No. 12-37599) in Chicago on Sept.
2012, disclosing assets of $97 million in assets and $80.6 million
in liabilities in its schedules.  The Debtor owns two properties:
(i) the Old Prairie Property, a 53,575 square foot parcel that has
a building and a gravel paved lot at E. Cermak Road in Chicago,
and (ii) the Lakeside Property, a 159,960 square-feet property
that contains buildings in Chicago.

The Debtor said CenterPoint Properties Trust has a disputed claim
of $70.8 million, of which $63.3 million is secured.  JMB Capital
Partners is owed $3.4 million on account of DIP financing in a
previous Chapter 11 case.

Olde Prairie Block first sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  Two years later, the
bankruptcy judge in Chicago dismissed the case and granted
Centerpoint's motion to lift automatic stay to permit its state-
court foreclosure action to proceed.

In the prior case, the Debtor was represented by John Ruskusky,
Esq., George R. Mesires, Esq., and Patrick F. Ross, Esq., at
Ungaretti & Harris LLP, in Chicago.  Robert R. Benjamin, Esq., at
Golan & Christie, LLP, serves as counsel to the Debtor in the 2012
Chapter 11 case.

CenterPoint is represented in the 2012 case by David F. Heroy,
Esq., and Erin E. Broderick, Esq., at Baker & McKenzie LLP.

No creditor's committee has been appointed in the case.  No
trustee has been appointed.


PACESETTER FABRICS: Court Rejects Bid to Use Cathay Bank's Cash
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has denied the emergency motion of Pacesetter Fabrics, LLC, to
continue using the cash collateral of Cathay Bank.

The Debtor proposed to use the cash to pay actual, necessary and
reasonable expenses of ordinary maintenance and operation of the
collateral.  The Debtor also proposed that in additional to any
other payments required to be made to the lender in the original
stipulation, the Debtor would pay to the lender (a) all payments
required -- weekly payments of $10,000; (b) interest payments of
not less than $37,500; and (c) payments of not less than $100,000.

As of the Petition Date, the bank asserts it is owed $12.6 million
in the aggregate plus attorneys' fees and costs as of June 17,
2011, under various prepetition secured loan agreements with the
Debtor.  The debt includes a $17.5 million loan under a 2009
agreement among Pacesetter, its affiliate Rock L.A. Fashion LLC,
and the bank.

                     About Pacesetter Fabrics

Based in City of Commerce, California, Pacesetter Fabrics, LLC,
dba Pacesetter Off Price and Pacesetter Garments, is a distributor
of quality textile and garment fabrics in the United States and
international markets.  The Company has been in business for over
14 years.  The Company is owned 98% by Net, LLC, a California
limited liability company, 1% by Leora Namvar (Ramin Namvar's
wife), and 1% by Massoud Poursalimi (Leora Namvar and David
Poursalimi's father).  Net LLC is in turn owned 99% by Ramin
Namvar and 1% Leora Namvar.

Pacesetter Fabrics filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-36330) on June 17, 2011.  Judge Ernest M.
Robles presides over the case.  Greenberg Glusker Fields Claman &
Machtinger LLP serves as successor general bankruptcy counsel.
The Debtor disclosed $33,695,869 in assets and $28,599,582 in
liabilities as of the Chapter 11 filing.

Brian Wygle president of Lazarus Resources Group, LLC, a corporate
turnaround consultant, assists Pacesetter with its turnaround and
reorganization efforts and the financial affairs and management of
the Company.


PACIFIC MONARCH: Amended Reorganization Plan Declared Effective
---------------------------------------------------------------
Pacific Monarch Resorts, Inc., et al., notified the U.S.
Bankruptcy Court for the Central District of California that the
Effective Date of their Second Amended Joint Chapter 11 Plan of
Reorganization dated Sept. 18, 2012, occurred on Dec. 14.

The Court confirmed the Debtors' Second Amended Plan on Nov. 27.

As reported in the Sept. 12, 2012 edition of the Troubled Company
Reporter, the Debtors sold substantially all assets pursuant to
11 U.S.C. Sec. 363 to Diamond Resorts International in a
transaction valued at $49.3 million.  There was also a related
sale of the assets to Resort Finance America, LLC, in exchange for
$130 million of debt.  The Debtors obtained approval of the sale
in January but the sale was only completed in May.  The Debtors
tweaked the Plan documents to incorporate the terms of the sale.

According to the Disclosure Statement:

  (1) There will be substantive consolidation of PMR, Vacation
      Interval Realty, Inc. (VIR), and Vacation Marketing Group,
      Inc. (VMG),

  (2) The Mexican entities -- MGV Cabo, LLC, Desarrollo Cabo Azul,
      S. de R.L. de C.V. (DCA), and Operadora MGVM S. de R.L. de
      C.V. -- will be merged into DCA and all claims against the
      Mexican entities, other than RFA's claim against DCA, will
      be paid in full.

  (3) On an after the effective date, reorganized PMR will retain
      the assets pursuant to a transition services agreement.  PMR
      will deliver a notice by June 30, 2013, that the agreement
      has been completed.

  (4) Causes of Action, and assets not included in the sale will
      be transferred to the liquidation trust established for PMR,
      which will liquidate the causes action and all other
      trust assets, and distribute the proceeds thereof to holders
      of allowed claims.

  (5) All Holders of allowed claims against DCA and the Mexican
      Entities, other than RFA, will be paid in full.

  (6) Holders of allowed general unsecured claims against PMR, VIR
      and VMG, which will be substantively consolidated with PMR,
      will be entitled to Pro Rata distributions from the
      Liquidation Trust.

  (7) Holders of allowed convenience class claims against PMR, VIR
      and VMG, will receive a cash payment equal to 20% of their
      allowed claims.

  (8) From and after the Transition Completion Date, the
      Reorganized PMR Equity will be owned by a "New Equity
      Holder," who is not an affiliate or insider of any of the
      Debtors, and the equity in Reorganized DCA will be owned by
      Reorganized PMR.  The Reorganized PMR Equity will be
      transferred to or issued to the New Equity Holder in
      exchange for the $50,000 cash payment to the Liquidation
      Trust.

  (9) The current interest holders of the Debtors will not receive
      or retain anything on account of their interests.

A copy of the Disclosure Statement dated Sept. 4, 2012, is
available for free at:

     http://bankrupt.com/misc/Pacific_M_DS_090412.pdf

                       About Pacific Monarch

Pacific Monarch Resorts, Inc., and its affiliated debtors operate
a "timeshare business" business.  The Debtors filed voluntary
Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720)
on Oct. 24, 2011, disclosing $100 million to $500 million in both
assets and debts.  The affiliated debtors are Vacation Interval
Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC,
Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de
R.L. de C.V.

Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members.  MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.

As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.

The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points.  The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.

MGV is not a debtor.

Judge Erithe A. Smith presides over the jointly administered
cases.  Lawyers at Stutman, Treister & Glatt PC, in Los Angeles,
serve as counsel to the Debtors.  The petition was signed by Mark
D. Post, chief executive officer and director.

Houlihan Lokey Capital, Inc., serves as investment baker to the
Debtors.  Raymond J. Gaskill, Esq., represents the Debtors as
special timeshare counsel.  Greenberg, Whitcombe & Takeuchi, LLP,
serves as the Debtors' special counsel for employment and labor
matters.  Lesley, Thomas, Schwarz & Postma, Inc., serves as the
Debtors' tax and vacation ownership points accountants.  White &
Case LLP is the Debtors' special tax counsel.

Attorneys at Brinkman Portillo Ronk, PC, serve as counsel to the
Official Committee of Unsecured Creditors.

Creditor Ikon Financial Services is represented by Christine R.
Etheridge.  Creditor California Bank & Trust is represented in the
case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C.
Marwill F. Goldberg, Esq. at Glass & Goldberg argues for creditor
Fifth Third Bank.  Creditor The Macerich Company is represented by
Brian D. Huben, Esq. at Katten Muchin Rosenman LLP.  Interested
Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at
Katten Muchin Rosenman LLP.

Peter C. Anderson, the U.S. Trustee for Region 16, notified the
U.S. Bankruptcy Court for the Central District of California of
the disbanding of the Official Committee of Unsecured Creditors in
the Chapter 11 cases of Pacific Monarch Resorts, Inc.


PALM COURT: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Palm Court, Inc.
        329 23rd Street, #203
        Miami Beach, FL 33139

Bankruptcy Case No.: 12-39920

Chapter 11 Petition Date: December 17, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Paul J. Battista, Esq.
                  GENOVESE JOBLOVE & BATTISTA, P.A.
                  100 SE 2 Street, #4400
                  Miami, FL 33131
                  Tel: (305) 349-2300
                  Fax: (305) 349-2310
                  E-mail: pbattista@gjb-law.com

Estimated Assets: $0 to $50,000

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

A list of the Company's five largest unsecured creditors, filed
together with the petition, is available for free at:

     http://bankrupt.com/misc/flsb12-39920.pdf

The petition was signed by Ronald Bloomberg, authorized officer.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Palm Court at 23rd Street, Inc.       12-39919            12/17/12


PALM COURT AT 23RD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Palm Court at 23rd Street, Ltd.
        329 23rd Street, #203
        Miami Beach, FL 33139

Bankruptcy Case No.: 12-39919

Chapter 11 Petition Date: December 17, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Paul J. Battista, Esq.
                  GENOVESE JOBLOVE & BATTISTA, P.A.
                  100 SE 2 Street, #4400
                  Miami, FL 33131
                  Tel: (305) 349-2300
                  Fax: (305) 349-2310
                  E-mail: pbattista@gjb-law.com

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

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

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at:

     http://bankrupt.com/misc/flsb12-39919.pdf

The petition was signed by Ronald Bloomberg, authorized officer.

Affiliate that filed a separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Palm Court, Inc.                      12-39920             12/1712


PATRIOT COAL: Houlihan Lokey Approved as Panel's Investment Banker
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Patriot Coal Corporation et al., to retain
Houlihan Lokey Capital, Inc., as its financial advisor and
investment banker.

As reported in the Troubled Company Reporter on Oct. 2, 2012,
Houlihan will provide these advisory services:

  a) Analyzing and negotiating debtor in possession financing and
     first and second day motions;

  b) Analyzing financial reporting, business and operating plans
     and forecasts of the Debtors and any improvements thereto;

  c) Evaluating the assets and liabilities of the Debtors
     including assisting in collateral analysis and Committee lien
     investigations; and

  d) Assessing the financial issues and options concerning (i) the
     sale of the Debtors, either in whole or in part, and (ii) the
     Debtors' Chapter 11 plan) of reorganization or liquidation or
     any other Chapter 11 plan.

Houlihan Lokey will be paid in advance a nonrefundable monthly
cash fee of $150,000, and a cash fee equal to $2,500,000.  This
Deferred Fee will be payable on the effective date of any
Chapter 11 plan of reorganization or liquidation.

Matthew Mazzucchi, a managing director of Houlihan Lokey, assures
the Court that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

                       About Patriot Coal

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

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

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

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.


PATRIOT COAL: Mesirow Financial OK'd as Panel's Financial Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Patriot Coal Corporation et al., to retain
Mesirow Financial Consulting, LLC as its financial advisors.

As reported in the Troubled Company Reporter on Oct. 17, 2012,
the Committee, in an amended application, asked the Court for
approval to retain MFC.

According to the Committee, at a July 24, 2012, meeting, the
Committee interviewed several potential advisors and, after due
deliberation and a vote, decided to retain (i) Houlihan Lokey
Capital, Inc., as primary financial advisors; and (ii) MFC as
financial advisors for specific projects.  Prior to filing the
application, substantial efforts were undertaken by the Committee
to carefully delineate and allocate the respective services to be
provided by each of Houlihan Lokey and MFC to avoid overlap,
duplication and most importantly, to ensure that advice and
guidance deemed necessary and appropriate by the Committee in
furtherance of its duties is provided in a timely and cost
effective manner.

The Committee has requested that MFC provide limited financial
advisory services to the Committee in order to advise the
Committee in the course of thee cases.

The Committee believes that MFC can provide certain supplemental
and discrete financial advisory services, as:

   a. provide litigation support services, which may include but
      are not limited to assisting with discovery, advising on
      damages and providing expert testimony, if necessary, to
      assist the Committee in analyzing potential causes of
      action, including potential preferences and fraudulent
      conveyances, specifically, including the investigation of
      transactions with Peabody, Arch, and ArcLite;

   b. analyze existing and proposed employee compensation programs
      including any proposed annual incentive bonus program/KEIP
      well as OPEB2/Pension/Labor obligations, including funding
      status and financial analysis;

   c. provide tax analyses and tax advice regarding any proposed
      Plan of Reorganization, including any post-confirmation
      trust that may be established; and

   d. analyze intercompany claims and transactions, including as
      set forth on the Debtors' schedules/statements of financial
      affairs.

MFC will not bill the Debtors for staff or paraprofessionals
performing clerical or administrative services.  The hourly rates
of MFC's personnel are:

         Director, Managing Director, and
           Senior Managing Director              $855 - $895
         Senior Vice-President                   $695 - $755
         Vice President                          $595 - $655
         Senior Associate                        $495 - $555
         Associate                               $315 - $425
         Paraprofessional                        $160 - $250

                       About Patriot Coal

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

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

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

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.


PATRIOT COAL: Court Approves Settlement Deal With Evansville
------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Patriot Coal's motions for approval of a settlement between
Evansville Greenway PRP Group and Solar Sources and certain
agreements with Arch.  The Court also approved the Debtors' motion
for approval of a global settlement with the Ohio Valley
Environmental Coalition, the Sierra Club and the West Virginia
Highlands Conservancy.

                        About Patriot Coal

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

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

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

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.


PINNACLE ENTERTAINMENT: Fitch Affirms 'B' IDR on Ameristar Deal
---------------------------------------------------------------
Fitch Ratings has affirmed Pinnacle Entertainment, Inc's Issuer
Default Rating (IDR) at 'B' following Pinnacle's announcement that
it entered into an agreement to acquire Ameristar Casinos, Inc.
for $2.8 billion, including $1.9 billion of debt. Pinnacle's
Rating Outlook remains Positive.

The affirmation and Positive Outlook reflect the strong strategic
rationale for the acquisition, increased geographic
diversification of the combined group, and more robust
discretionary free cash flow (FCF) profile. These transaction
positives result in notably reduced business risk, which is
balanced by a modest increase in financial risk, namely a moderate
increase in leverage and a more top-heavy capital structure.

Overall, Fitch views this transaction favorably as it roughly
doubles the size of the company with limited geographic overlap in
properties. Ameristar's regional casinos maintain some of the
highest operating margins in the industry.

Fitch calculates Pinnacle's leverage as of the latest 12 months
(LTM) ended Sept.30, 2012 at 5.1x, with adjusted EBITDA of $284
million and debt of $1.44 billion. Ameristar's LTM leverage is
similar at 5.3x with adjusted EBITDA of $365 million and debt of
$1.92 billion.

Pinnacle obtained commitments for $1.1 billion of additional debt
to purchase Ameristar's equity and pay transaction fees, which
will result in pro forma total debt of nearly $4.48 billion.

Pro forma LTM leverage is nearly 6.9x, based on combined adjusted
EBITDA of $649 million. However, Fitch estimates run-rate adjusted
EBITDA is closer to $700 million (leverage of around 6.4x)
considering the ramp up of L'Auberge Baton Rouge (opened September
2012) and some immediate cost synergies. Pinnacle's estimate of
$40 million in cost synergies is reasonable, given that it is
below Ameristar's corporate expense run rate of $50 million.

Leverage could peak in the mid-to-high-6x range during the
development of Ameristar Lake Charles, which is scheduled to open
in the third quarter of 2014. Fitch forecasts that pro forma
leverage should return to the mid-to-low-5x range by the end of
2014 and 5x or below by 2015.

This leverage trajectory is consistent with a 'B+' IDR given the
improved business risk profile, supporting the Positive Outlook.
The ratings also take into account a longer-term leverage target
in the 4x-5x range, which is consistent with a higher IDR, given
the pro forma business risk profile.

The pro forma capital structure includes primarily additional debt
at both the Pinnacle and Ameristar restricted groups. The company
is looking into combining the restricted groups, so the ultimate
capital structure may differ, but if it closes as currently
structured, there will be an additional $410 million of senior
secured debt at Pinnacle.

Fitch places Pinnacle's 'BB-/RR2' senior unsecured rating and
'B-/RR5' subordinated debt rating on Rating Watch Negative as a
result of increased secured debt at Pinnacle in the potential pro
forma capital structure, which weakens the recovery prospects of
those instruments.

Ameristar's bonds contain change of control put provisions, but
they are trading at strong premiums so they are unlikely to be
exercised.

The Negative Watch is assigned solely in connection with the
current transaction terms. Should the transaction close with its
current structure, the senior unsecured and subordinated issue
ratings would be downgraded at or prior to the closing of the
transaction (expected mid-2013). Potential exists for changes to
the proposed capital structure, and Fitch will consider any
changes to debt instrument ratings in the context of its recovery
analysis.

The Positive Outlook on the IDR of 'B' indicates a longer-term
time horizon (12-24 months). The transaction could close before
Fitch views that the overall credit profile has improved enough to
warrant an upgrade to 'B+'.

What Could Trigger A Rating Action

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

-- Pro forma leverage trajectory continuing to progress toward
    mid-to-low-5x range by the end of 2014 and 5x or below by
    2015;

-- Closing the acquisition of Ameristar at favorable terms with
    synergies exceeding $40 million;

-- Better than expected ramp up of operating performance at Baton
    Rouge; Fitch's base case incorporates roughly $35 million of
    property EBITDA in 2013;

-- General operating outperformance relative to Fitch's pro forma
    base case of roughly $700 million in EBITDA over the next
    couple years.

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

-- Pinnacle undertaking a significant development outside of
    River City phase II. Ameristar Lake Charles, or outfitting
    River Downs for video lottery terminals (VLTs);

-- General operating underperformance relative to Fitch's pro
    forma base case of roughly $700 million in EBITDA over the
    next couple years;

-- Texas legalizing gaming in its 2013 legislative session, which
    would place pressure on the Lake Charles and Bossier City
    markets;

-- Deterioration in the macro-economic environment; Fitch's base
    case currently incorporates the continuation of a slow-growth
    recovery in the U.S.

Fitch takes the following rating actions:

Pinnacle Entertainment, Inc.

-- IDR affirmed at 'B';
-- Senior Secured Credit Facility affirmed at 'BB/RR1'.

In addition, Fitch places the following issue ratings on Rating
Watch Negative:

Pinnacle Entertainment, Inc.

-- Senior Unsecured Notes due 2017, 'BB-/RR2';
-- Senior Subordinated Notes due 2020 and 2022, 'B-/RR5'.


PITT PENN: Secured Lender Files Joint Chapter 11 Plan
-----------------------------------------------------
OMTAMMOT, LLC, has filed a Joint Chapter 11 Plan of Reorganization
on behalf of Industrial Enterprise of America, Inc., and its
affiliates dated Nov. 21, 2012.

The Plan is proposed by the Secured Lender on behalf of each of
Pitt Penn Holding Co. (Case No. 09-11475), Pitt Penn Oil Co. LLC
(Case No. 09-11476), Industrial Enterprises of America, Inc. (Case
No. 09-11508), EMC Packaging, Inc. (Case No. 09-11524), Today's
Way Manufacturing LLC (Case No. 09-11586), and Unifide Industries
LLC (Case No. 09-11587).  The purpose of the Plan is to resolve
all outstanding Claims against, and Interests in, all of the
Debtors in each of their chapter 11 cases.

The Plan provides for the payment in full (including appropriate
post-petition interest) of all Allowed Claims of Claimants against
Industrial Enterprises of America, Inc. (IEAM), the retention of
common stock by all common stockholders of IEAM, and the treatment
of all Allowed subordinated Claims against IEAM consistent with
section 510(b) of the Bankruptcy Code.  Under the terms of the
Plan, and other than with respect to Claims of the Plan Proponent,
all Allowed Claims against and Allowed Interests in IEAM are
unimpaired.  Accordingly, pursuant to section 1126(f) of the
Bankruptcy Code, all holders of Claims against and Interests in
IEAM are conclusively deemed to have accepted the Plan and are not
entitled to vote on the Plan.

With respect to each of the remaining Debtors, the Plan provides
for payment in full of all Allowed Administrative Claims, Allowed
Priority Tax Claims, and Allowed Non-Tax Priority Claims against
each such Subsidiary Debtor, and provides a 30% distribution to
Allowed General Unsecured Claims against each such Subsidiary
Debtor in settlement of all asserted issues pertaining to
substantive consolidation and/or intercompany claims.

The Plan constitutes a separate chapter 11 plan for each Debtor.
If the Plan does not receive sufficient accepting votes from
eligible Claimants of one or more of the Subsidiary Debtors, the
Plan Proponent will nonetheless seek confirmation of the Plan with
respect to (i) IEAM and (ii) any of the Subsidiary Debtors for
which sufficient accepting votes from eligible Claimants are
received.

A copy of the joint chapter 11 plan of reorganization is available
for free at http://bankrupt.com/misc/PITT_PENN_plan.pdf

                    About Industrial Enterprises

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  Industrial
Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed
for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on
May 1, 2009.  EMC Packaging, Inc., filed a voluntary petition for
Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4,
2009.  Unifide Industries, LLC, and Today's Way Manufacturing LLC,
each filed a voluntary petition for Chapter 11 relief (Bankr. D.
Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.


PMI GROUP: Court Approves Creditor Settlement Over Unit's NOLs
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
issued an order approving the Stipulation of Settlement entered
into by The PMI Group, Inc., the Official Committee of Unsecured
Creditors in TPG's Chapter 11 bankruptcy case, TPG's subsidiary
PMI Mortgage Insurance Co., the receiver for MIC and the special
deputy receiver of MIC with respect to certain issues that were in
dispute among the parties.

On Dec. 14, 2012, the Superior Court of the State of Arizona in
and for the County of Maricopa, which is overseeing MIC's
receivership proceedings, issued an order approving the
Stipulation.

Certain terms of the Stipulation are:

   1. With respect to the approximately $2.2 billion in net
      operating loss carryforwards at issue among the Parties, MIC
      will pay TPG $20 million for the exclusive use of $1 billion
      of such net operating loss carryforwards and TPG will have
      the exclusive use of the remaining approximately $1.2
      billion of net operating loss carryforwards.  MIC will also
      have the right to direct the use of any net operating losses
      of MIC and its subsidiaries with respect to any taxable
      period ending after Jan. 1, 2012.  MIC and TPG will remain
      consolidated in the tax group.

   2. TPG is in the process of voluntarily terminating its pension
      plan.  It is expected that the underfunding of this plan
      upon termination would require a payment to the plan of
      approximately $15 million to $20 million.  TPG will pay
      certain administrative fees and costs associated with the
      standard termination and MIC will pay the funding shortfall.

   3. TPG has three reinsurance subsidiaries to which MIC and
      certain of its subsidiaries have ceded risk.  Pursuant to
      the Stipulation, the reinsurance subsidiaries are to enter
      into commutation agreements pursuant to which all such ceded
      risk is to be commuted and outstanding intercompany amounts
      are to be settled.  The commutation agreements require that
      the reinsurance subsidiaries make payments which total an
      aggregate of approximately $47.4 million to MIC and certain
      of its subsidiaries.

   4. Both TPG and MIC have asserted an entitlement to the
      distribution on an allowed claim in the liquidation of
      Reliance Insurance Company in an approximate amount of $1.88
      million.  Under the Stipulation, TPG waives and transfers,
      in favor of MIC, its asserted claim to the distribution.

   5. In connection with the sale in 2008 by MIC of its Australian
      operations to QBE Holdings (AAP) Pty Limited, both
      TPG and MIC have asserted an entitlement to a potential
      claim against QBE or QBE Insurance Group Limited in the
      approximate amount of $2.5 million.  Under the Stipulation,
      MIC waives and transfers, in favor of TPG, its asserted
      claim to any recovery from QBE or QBE Insurance Group
      Limited with respect to that matter.

   6. Under the Stipulation, the Parties provide a mutual waiver
      and release of any and all other claims, including the
      claims that MIC has filed against the TPG estate with the
      Bankruptcy Court, with certain exceptions specified in the
      Stipulation.

A copy of the Stipulation is available for free at:

                        http://is.gd/O6w1s2

                        About The PMI Group

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.


POWERWAVE TECHNOLOGIES: NASDAQ Delisting Hearing Set for Jan. 31
----------------------------------------------------------------
Powerwave Technologies, Inc., on Dec. 13, 2012, received a Staff
Delisting Determination Letter from NASDAQ indicating that the
Company had not timely regained compliance with the NASDAQ minimum
bid price rule and that the Company's common stock was subject to
delisting unless the Company requested a hearing before a NASDAQ
Listing Qualifications Panel.

The Company has requested a hearing before the Panel, and the
Panel has set a hearing on Jan. 31, 2013.  The delisting action
has been stayed pending the issuance of the Panel's final decision
following the hearing.

The Company previously received a letter from The NASDAQ OMX Group
notifying the Company that it failed to comply with NASDAQ Listing
Rule 5450(a)(1) because the bid price for the Company's common
stock, over the last 30 consecutive business days, has closed
below the minimum $1.00 per share requirement for continued
listing.  In accordance with NASDAQ Listing Rule 5810(c)(3)(A),
the Company had a period of 180 calendar days, or until Dec. 12,
2012, to regain compliance with the NASDAQ minimum bid price rule.

                   About Powerwave Technologies

Powerwave Technologies, Inc., headquartered in Santa Ana, Calif.,
is a global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

According to the quarterly report for the period ended July 1,
2012, the Company has experienced significant recurring net losses
and operating cash flow deficits for the past four quarters.  The
Company's ability to continue as a going concern is dependent on
many factors, including among others, its ability to raise
additional funding, and its ability to successfully restructure
operations to lower manufacturing costs and reduce operating
expenses.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.


POWERWAVE TECHNOLOGIES: Shareholders Elect 7 New Directors
----------------------------------------------------------
Powerwave Technologies, Inc., held its 2012 Annual Meeting of
Shareholders on Dec. 17, 2012, at which seven directors were
elected to serve on the Company's Board of Directors until the
next annual meeting of shareholders or until their successors are
duly elected and qualified, namely:

     (1) Moiz M. Beguwala;
     (2) Ken J. Bradley;
     (3) Richard Burns;
     (4) Ronald J. Buschur;
     (5) David L. George;
     (6) Eugene L. Goda; and
     (7) Carl W. Neun.

The proposal to hold a non-binding advisory vote on the approval
of the compensation of the Company's named executive officers was
approved.  In addition, the shareholders ratified the appointment
of Deloitte & Touche LLP as the Company's independent registered
public accounting firm for fiscal year 2012.

                    About Powerwave Technologies

Powerwave Technologies, Inc., headquartered in Santa Ana, Calif.,
is a global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

According to the quarterly report for the period ended July 1,
2012, the Company has experienced significant recurring net losses
and operating cash flow deficits for the past four quarters.  The
Company's ability to continue as a going concern is dependent on
many factors, including among others, its ability to raise
additional funding, and its ability to successfully restructure
operations to lower manufacturing costs and reduce operating
expenses.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.


PROASSURANCE CORP: Moody's Review (P)Ba2 Preferred Stock Rating
---------------------------------------------------------------
Moody's Investors Service has placed the A3 insurance financial
strength rating of ProAssurance Indemnity Company and its rated
property/casualty affiliates on review for possible upgrade, as
well as the provisional shelf registration ratings of ProAssurance
Corporation (NYSE: PRA) (provisional senior unsecured of (P)Baa3).
The review for upgrade will focus on the group's prospective risk-
adjusted capital adequacy as well as management's integration plan
for recently acquired Independent Nevada Doctors Insurance
Exchange, and the pending acquisition of Medmarc Insurance Group.

Ratings Rationale

According to Moody's senior vice president and lead analyst for
ProAssurance, Alan Murray, "ProAssurance continues to demonstrate
strong internal capital generation through its underwriting
results, while also maintaining a relatively modest degree of
operational and financial leverage, all of which are credit-
positive." Murray continued, "The group has also sustained its
leadership position in the medical professional liability sector
through a combination of national expansion and selective
acquisitions."

According to Moody's, the review is prompted by the company's
sustained strong financial fundamentals, including its robust
operating profitability and claim handling discipline, its modest
underwriting and operational leverage profile and sound reserve
position, as well as a conservative balance sheet, with modest use
of financial leverage in the company's capital structure. These
strengths are tempered primarily by the company's well above-
average product risk and lack of product diversification as
essentially a mono-line medical professional liability writer.
Medical professional liability is a sector of the property-
casualty insurance marketplace that -- despite strong performance
in recent years -- has over time exhibited one of the highest
levels of volatility in underwriting results and liability claim
trends among all lines of insurance.

Factors that could potentially lead to an upgrade for ProAssurance
and its principal operating subsidiaries include the following:
sustained modest financial leverage profile (e.g. below 15%),
combined with very strong capital adequacy (e.g. gross
underwriting leverage at 1.5x or below) and solid reserve
position; sustained interest and shareholder dividend coverage in
excess of 8x; and absence of adverse reserve development through
the underwriting cycle.

Factors that could potentially lead to an affirmation with a
stable outlook include the following: material negative
developments in the medical professional liability environment or
legislation that could reduce franchise strength and/or elevate
operational risk; combined ratios at 110% or above; sustained
adjusted financial leverage in excess of 25%, together with
interest and preferred dividend earnings and cash-flow coverage
below 6x and 4x, respectively; annual adverse reserve development
in excess of 3% of total reserves; and gross underwriting leverage
at 3x or greater.

The following ratings have been placed on review for possible
upgrade:

ProAssurance Corporation -- provisional senior unsecured debt at
(P)Baa3; provisional preferred stock at (P)Ba2;

ProAssurance Indemnity Company -- insurance financial strength
at A3;

ProAssurance Casualty Company -- insurance financial strength at
A3;

Podiatry Insurance Company of America -- insurance financial
strength at A3.

Moody's has also withdrawn its A3 insurance financial strength
rating on ProAssurance Wisconsin Insurance Company, which has been
merged into ProAssurance Casualty Company.

The principal methodology used in rating ProAssurance Corporation
and its subsidiaries is Moody's Global Rating Methodology for
Property and Casualty Insurers, published in May 2010.

ProAssurance Corporation, based in Birmingham, Alabama and founded
in 1976, is engaged through its subsidiaries primarily in
underwriting professional liability insurance products to
physicians, dentists, other healthcare providers, and healthcare
facilities in the United States. For the first nine months of
2012, ProAssurance reported net income of $174 million as compared
with $146 million for the same time period in 2011. Shareholders'
equity amounted to $2.3 billion as of September 30, 2012.


RADIOSHACK CORP: Names Troy Risch as EVP of Store Operations
------------------------------------------------------------
Troy Risch has been appointed RadioShack Corporation's executive
vice president of operations, and Huey Long has been named
executive vice president of strategy and consumer insights.  Both
will report to Dorvin Lively, interim CEO of RadioShack, starting
Jan. 2, 2013.

Mr. Risch's responsibilities will include store operations and
real estate.  Mr. Risch is a 19-year veteran of Target
Corporation, based in Minneapolis, Min., which operates more than
1,700 stores across the country.  Mr. Risch held progressive
responsibilities at Target, store manager (1997-2000), district
manager (2000-2002), group director (2002-2005), group vice
president (2005-2006), and his most recent role, executive vice
president of stores (2006-2011).  Mr. Risch earned his bachelor's
degrees in business administration and management from North
Dakota State University.

Mr. Long's responsibilities will include marketing, business
development and omnichannel.  Mr. Long is a 22-year retail
veteran, most recently with Wal-Mart Stores, Inc., based in
Bentonville, Ark., which operates more than 10,000 retail units
under 69 brands in 27 countries.  Mr. Long has held progressive
responsibilities with additional companies including merchandise
manager and national buyer at Circuit City (1993-2001), chief
operating officer at AB&T Sales, Marketing and Telecom (2001-
2005), president at Premier Resources International (2001-2008),
director of global merchandising at Amazon (2008-2010) and his
most recent role as global officer senior vice president, general
merchandise manager at Sam's Club (2010-2012).  Mr. Long earned
his bachelor's degree in psychology from the University of
Tennessee.  He also serves on the advisory boards for Children's
Miracle Network and Girls of Promise.

"I'm excited to announce the addition of this best-in-class talent
to the RadioShack team," Mr. Lively said.  "Troy brings a depth of
retail experience and success from the breadth of his previous
operations roles, and Huey brings his vast expertise and knowledge
in retail.  These are two key roles that will influence the
company's strategy, execution and future success.  I look forward
to working together to drive our business forward."

                         About Radioshack

RadioShack sells consumer electronics and peripherals, including
cellular phones.  It operates roughly 4,700 stores in the U.S. and
Mexico.  It also operates about 1,500 wireless phone kiosks in
Target stores.  The company also generates sales through a network
of 1,100 dealer outlets worldwide.  Revenues for the last 12
months' period ending June 30, 2012, were roughly $4.4 billion.

The Company's balance sheet at Sept. 30, 2012, showed $2.23
billion in total assets, $1.57 billion in total liabilities and
$662.4 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured debt
ratings on Fort Worth, Texas-based RadioShack Corp. to 'CCC+' from
'B-'. The outlook is negative.

"The downgrade of RadioShack reflects our view that it will be
very difficult for the company to improve its gross margin in the
fourth quarter of this year, given the highly promotional nature
of year-end holiday retailing in the wireless and consumer
electronic categories," said Standard & Poor's credit analyst
Jayne Ross.

In the July 27, 2012, edition of the TCR, Fitch Ratings has
downgraded its long-term Issuer Default Rating (IDR) for
RadioShack Corporation to 'CCC' from 'B-'.  The downgrade reflects
the significant decline in RadioShack's profitability, which has
become progressively more pronounced over the past four quarters.


RITZ CAMERA: Says Ch. 7 Trustee May Complete Asset Liquidation
--------------------------------------------------------------
Ritz Camera & Image, L.L.C., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to convert their Chapter cases to
those under Chapter 7 of the Bankruptcy Code as of Jan. 15, 2013.

The going out of business sale concluded on Oct. 31, 2012, at
which time the Debtors ceased all ongoing business operations
other than those necessary and appropriate for the wind-up of
their affairs and the pursuit efforts to liquidate the remaining
assets of the Debtors' estates.

The proceeds of the GOB sales and sales relating to certain of the
Debtors' other assets have been used, among other things, to fund
the Debtors' operations during the postpetition period and to pay
down the obligations to the Debtors' secured lender, Crystal
Financial LLC.

The Debtors relate that due to the illiquid nature of their
remaining assets -- a warehouse located in Topeka, Kansas and
certain substantial and complex litigation claims -- they have
determined that the best interest of all creditors will be best
served by converting the cases.  The Debtors said the Chapter 7
trustee may complete the orderly liquidation of the remaining
assets to maximize recoveries while reducing the continuing costs
of the administration of the estates.

A Dec. 27, 2012, hearing at 11 a.m. has been set.  Objections, if
any, are due 10 a.m., on Dec. 27.

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sold digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  When it filed for bankruptcy,
Ritz Camera intended to shut 128 locations and cut its staff in
half.  Included in the closing are 10 locations in Maryland and 4
in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

Ritz Camera disclosed $43,692,961 in assets and $49,147,316 in
liabilities as of the Chapter 11 filing.  The Debtors owe not less
than $16.32 million for term and revolving loans provided by
secured lenders led by Crystal Finance LLC, as administrative
agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. DeAngelis, U.S. Trustee for Region 3, pursuant to
Section 1102(a)(1) of the Bankruptcy Code, appointed six persons
to Official Committee of Unsecured Creditors.


RLH ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: RLH Associates LLC
          dba Rowland Luxury Homes
              Rowland Construction Services
        c/o Gerald L. Shelley
        Fennemore Craig PC
        3003 N. Central Avenue, Suite 2600
        Phoenix, AZ 85012
        Tel: (602) 916-5000

Bankruptcy Case No.: 12-26581

Chapter 11 Petition Date: December 17, 2012

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

Judge: George B. Nielsen, Jr.

Debtor's Counsel: Gerald L. Shelley, Esq.
                  FENNEMORE CRAIG, P.C.
                  3003 N. Central Avenue, Suite 2600
                  Phoenix, AZ 85012
                  Tel: (602) 916-5439
                  Fax: (602) 916-5639
                  E-mail: gshelley@fclaw.com

Estimated Assets: $00,001 to $500,000

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

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at:

     http://bankrupt.com/misc/azb12-26581.pdf

The petition was signed by William P. Rowland, president of member
W.P. Rowland Properties, Corp.


RVUE HOLDINGS: Incurs $1.8-Mil. Net Loss in Third Quarter
---------------------------------------------------------
rVue Holdings, Inc., formerly known as Rivulet International,
Inc., filed its quarterly report on Form 10-Q, reporting a net
loss of $1.8 million on $114,238 of revenues for the three months
ended Sept. 30, 2012, compared with a net loss of $906,052 on
$117,399 of revenues for the same period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $3.6 million on $353,161 of revenues as compared to a net
loss of $2.8 million on $462,341 of revenues for the comparable
period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.2 million
in total assets, $624,251 in total current liabilities, and
stockholders' equity of $561,456.

"We have sustained losses and experienced negative cash flows from
operations since inception, and have an accumulated deficit of
$9,363,199 at Sept. 30, 2012.  These factors raise substantial
doubt about our ability to continue to operate in the normal
course of business."

A copy of the Form 10-Q is available at http://is.gd/q18ty7

Fort Lauderdale, Fla.-based rVue Holdings, Inc., formerly known as
Rivulet International, Inc., is an advertising technology company
and operates rVue, a demand-side platform ("DSP") for planning,
buying and managing Digital Place-Based Networks and Digital
Billboards and Signage (collectively "Digital Out-of-Home" or
"DOOH") advertising.


SAGAMORE PARTNERS: Can Hire Goldstein for Accounting Services
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
granted Sagamore Partners, Ltd., permission to employ Louis
Mendez, Jr., and the accounting firm of Goldstein Mendez &
Company, P.A., nunc pro tunc to Oct. 6, 2011.

As reported by the Troubled Company Reporter on Nov. 15, 2012, the
accountant will render, among other things:

   a) federal income tax preparation for the year 2011;

   b) florida income tax and tangible tax preparation, if
      necessary; and

   c) consultations regarding financial reporting, if necessary.

                     About Sagamore Partners

Bay Harbor, Florida-based Sagamore Partners, Ltd., owns and
operates the oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Joshua W. Dobin, Esq., and Peter D.
Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Fla.,
serve as the Debtor's counsel.  The Debtor disclosed $71,099,556
in assets and $52,132,849 in liabilities as of the Chapter 11
filing.  In its latest schedules, the Debtor disclosed $67,963,210
in assets and $52,060,862 in liabilities.  The petition was signed
by Martin W. Taplin, president of Miami Beach Vacation Resorts,
Inc., manager of Sagamore GP, LLC, general partner.

The Debtor has requested for an extension in its solicitation
period.  In July 2012, Bankruptcy Judge A. Jay Cristol denied
approval of the disclosure statement explaining its Plan of
Reorganization.  Pursuant to the Plan, the Debtor proposes to
reinstate the maturity date of its loan with JPMCC 2006-LDP7 Miami
Beach Lodging, with interest from the Effective Date of the Plan
at the loan's non-default interest rate; and cure monetary
defaults under the Loan by paying the Secured Lender unpaid
interest which has accrued on the Loan at the Interest Rate, but
not interest which has accrued on the Loan at the Default Rate.

According to Judge Cristol, to cure the Loan, the Debtor must
provide for the payment of all amounts due the Secured Lender
under the Loan Documents, including default interest. Absent such
payment, the Debtor may not treat the Secured Lender's claim as
unimpaired under the Plan.  Because, as presently structured, the
Plan does not provide for the payment of default interest to the
Secured Lender, the Plan is facially unconfirmable over the
objection of the Secured Lender and approval of the Disclosure
Statement is denied.

The U.S. Trustee has not appointed an official committee in the
case.


SAGAMORE PARTNERS: Has Nod to Hire Meckler Bulger as Fees Expert
----------------------------------------------------------------
Sagamore Partners, Ltd., obtained authorization from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Bruce Meckler, Esq., and the Law Firm of Meckler Bulger Tilson
Marick & Pearson LLP as expert relating to the reasonability of
fees.

As reported by the Troubled Company Reporter on Nov. 15, 2012, Mr.
Meckler and the firm will not be paid by the Debtor but will be
paid by Martin W. Taplin, president of Miami Beach Vacation
Resorts, Inc., manager of Sagamore GP, LLC, general partner.

                     About Sagamore Partners

Bay Harbor, Florida-based Sagamore Partners, Ltd., owns and
operates the oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Joshua W. Dobin, Esq., and Peter D.
Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Fla.,
serve as the Debtor's counsel.  The Debtor disclosed $71,099,556
in assets and $52,132,849 in liabilities as of the Chapter 11
filing.  In its latest schedules, the Debtor disclosed $67,963,210
in assets and $52,060,862 in liabilities.  The petition was signed
by Martin W. Taplin, president of Miami Beach Vacation Resorts,
Inc., manager of Sagamore GP, LLC, general partner.

The Debtor has requested for an extension in its solicitation
period.  In July 2012, Bankruptcy Judge A. Jay Cristol denied
approval of the disclosure statement explaining its Plan of
Reorganization.  Pursuant to the Plan, the Debtor proposes to
reinstate the maturity date of its loan with JPMCC 2006-LDP7 Miami
Beach Lodging, with interest from the Effective Date of the Plan
at the loan's non-default interest rate; and cure monetary
defaults under the Loan by paying the Secured Lender unpaid
interest which has accrued on the Loan at the Interest Rate, but
not interest which has accrued on the Loan at the Default Rate.

According to Judge Cristol, to cure the Loan, the Debtor must
provide for the payment of all amounts due the Secured Lender
under the Loan Documents, including default interest. Absent such
payment, the Debtor may not treat the Secured Lender's claim as
unimpaired under the Plan.  Because, as presently structured, the
Plan does not provide for the payment of default interest to the
Secured Lender, the Plan is facially unconfirmable over the
objection of the Secured Lender and approval of the Disclosure
Statement is denied.

The U.S. Trustee has not appointed an official committee in the
case.


SAN BERNARDINO, CA: Court Stays CalPERS' Collection Efforts
-----------------------------------------------------------
Beth Winegarner at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Meredith Jury has ruled that the California Public Employees
Retirement System can't immediately collect overdue pension
payments from San Bernardino, saying the powerful pension fund
must wait for the financially stressed city's bankruptcy
proceedings to play out in court.

Bankruptcy Law360 relates that Judge Jury ruled against CalPERS'
motion for relief from the automatic stay in San Bernardino's
bankruptcy case, which the pension fund sought in order to force
the city to continue payments, according to CalPERS statements.

                      About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SPANSION INC: 3rd Cir. Says Prior Patent Deal Blocks Suit v. Apple
------------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reports that the U.S. Court
of Appeals for the Third Circuit has ruled Spansion Inc. was
barred from suing Apple Inc. for infringing its flash memory
patents, saying a previous agreement resolving the parties'
dispute in the U.S. International Trade Commission is essentially
a licensing deal.

Bankruptcy Law360 relates that the decision stymies Spansion's
attempts to reinstate a bankruptcy court order terminating the
deal. The Third Circuit's ruling affirms a Delaware federal judge
who, in overturning the bankruptcy court, found that the ITC
settlement was in fact a licensing deal.

                           About Spansion

Spansion Inc. -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 bankruptcy on March 1, 2009 (Bankr. D.
Del. Lead Case No. 09-10690).  On Feb. 9, 2009, Spansion's
Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into
a proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, served as bankruptcy counsel.  Michael R.
Lastowski, Esq., at Duane Morris LLP, served as the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee appointed an official committee of
unsecured creditors in the case.  As of Sept. 30, 2008, Spansion
disclosed total assets of US$3,840,000,000, and total debts of
US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  Spansion
Japan had US$10 million to US$50 million in assets and US$50
million to US$100 million in debts.

Spansion submitted its first plan of reorganization on Oct. 26,
2009, and gained approval from the U.S. Bankruptcy Court on its
amended disclosure statement on Dec. 22, 2009.  Spansion
received confirmation from the U.S. Bankruptcy Court for its plan
on April 16, 2010, and emerged from Chapter 11 protection May 10,
2010.

Spansion entered Chapter 11 reorganization with more than
$1.5 billion in debt.  Spansion emerged a well-capitalized company
with less than $480 million in debt and roughly $230 million in
cash, which is supplemented with an undrawn credit line of up to
$65 million.


SPRINT NEXTEL: Holds 52.8% of Clearwire Class A Shares
------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Sprint Nextel Corporation and its affiliates
disclosed that, as of Dec. 17, 2012, they beneficially own
739,010,818 shares of Class A common stock of Clearwire
Corporation representing 52.8% of the shares outstanding.  A copy
of the filing is available for free at http://is.gd/Zmxk5t

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

The Company's balance sheet at Sept. 30, 2012, showed
$48.97 billion in total assets, $40.47 billion in total
liabilities and $8.50 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


STABLEWOOD SPRINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Stablewood Springs Resort Operations LLC
        P.O. Box 467
        Hunt, TX 78204

Bankruptcy Case No.: 12-53889

Chapter 11 Petition Date: December 17, 2012

Court: U.S. Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: David S. Gragg, Esq.
                  LANGLEY & BANACK, INC.
                  Trinity Plaza II
                  745 E. Mulberry, Suite 900
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  E-mail: dgragg@langleybanack.com

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

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

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at:

     http://bankrupt.com/misc/txwb12-53889.pdf

The petition was signed by Stablewood Springs Resort, Tom J.
Fatjo, president of WCA Holdings.

Affiliate that filed a separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Stablewood Springs Resort, LP         --                        --


TAYLOR BEAN: Trust Inks Deal With Government
--------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that a plan trust for
Taylor Bean & Whitaker Mortgage Corp. reached an $18.6 million
claims settlement in Florida federal bankruptcy court with the
U.S. government over a slew of unpaid debts arising from
government mortgage insurance and servicing transactions.

Bankruptcy Law360 relates that the U.S. Department of Housing and
Urban Development and the Federal Housing Administration will now
have an allowed claim in the amount of $18.6 million, the
settlement said.

                        About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.

Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.


TRIDENT MICROSYSTEMS: Joint Liquidation Plan Declared Effective
---------------------------------------------------------------
BankruptcyData.com reports that Trident Microsystems' Second
Amended Joint Plan of Liquidation became effective, and the
Company emerged from Chapter 11 protection.

According to documents filed with the Court, "Since the
commencement of these Chapter 11 Cases, the Debtors and the Cayman
Liquidators (and previously, the JPLs) have engaged in efforts to
solicit a plan of liquidation that would be agreeable to all of
the Debtors' Creditors and holders of Equity Interests and bring
about consensus on certain contentious issues relating to the
formulation and consummation of the Plan. Owing to these extensive
efforts, the Debtors, the Cayman Liquidators, the Creditors
Committee and the Equity Committee have entered into the Plan
Support Agreement, the terms of which resolve for all material
litigation issues, eliminate the uncertainty, time delay and
substantial costs that may be posed by litigating these complex,
cross-border issues and, most critically, provide the Class 2.A.
Creditors . . . with a substantially enhanced recovery than they
would be entitled to under the Bankruptcy Code's priority of
payment regime, while similarly providing the holders of TMI's
Equity Interests in Class 6 with a substantial return on account
of their Equity Interests."

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.

Pachulski Stang Ziehl & Jones LLP represents the Official
Committee of Unsecured Creditors.  The Committee tapped to retain
Fenwick & West LLP as its special tax and claims counsel, Imperial
Capital, LLC, as its investment banker and financial advisor.

Dewey & LeBoeuf initially represented the statutory committee of
equity security holders.  After Dewey's own bankruptcy filing,
Proskauer Rose LLP took over as lead counsel.  The equity
committee also has tapped Campbells as Cayman Islands counsel, and
Quinn Emanuel Urquhart & Sullivan, LLP as conflicts counsel.

As of Sept. 30, 2012, the Debtor had total assets of
$274.34 million, total liabilities of $37.34 million and total
stockholders' equity of $237 million.


UNIGENE LABORATORIES: Postpones Special Meeting Indefinitely
------------------------------------------------------------
Unigene Laboratories, Inc., announced that the special meeting of
shareholders in lieu of the 2012 annual shareholder meeting
scheduled for Jan. 15, 2013, in Chicago, has been postponed until
further notice, pending the completion of the financial statement
restatements covering the periods ended March 31, 2010, through
June 30, 2012.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene reported a net loss of $17.92 million in 2011, a net loss
of $27.86 million in 2010, and a net loss of $13.38 million in
2009.

The Company's balance sheet at June 30, 2012, showed
$11.69 million in total assets, $77.56 million in total
liabilities and a $65.87 million total stockholders' deficit.

Grant Thornton LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has incurred a net loss of $17,900,000 during the year
ended Dec. 31, 2011, and, as of that date, has an accumulated
deficit of $189,000,000 and the Company's total liabilities
exceeded total assets by $55,138,000.

                        Bankruptcy Warning

Under the Company's amended and restated March 2010 financing
agreement with Victory Park Management, LLC, so long as the
Company's outstanding note balance is at least $5,000,000, the
Company must maintain a minimum cash balance equal to at least
$2,500,000 and its cash flow must be at least $2,000,000 in any
fiscal quarter or $7,000,000 in any three consecutive quarters.

"Without additional financing, we will not be able to maintain a
minimum cash balance of $2,500,000, or maintain an adequate cash
flow, in order to avoid default in periods subsequent to
September 30, 2012," the Company said in its quarterly report for
the period ended June 30, 2012.  "As a result, we will be in
default under the financing agreement, which would result in the
full amount of our debt owed to Victory Park becoming immediately
due and payable.  Even if we are able to raise cash and maintain a
minimum cash balance of at least $2,500,000 through the March 2013
maturity date, there is no assurance that the notes will be
converted into common stock, in which case, we may not have
sufficient cash from operations or from new financings to repay
the Victory Park debt when it comes due.  There can be no
assurance that new financings will be available on acceptable
terms, if at all.  In the event that we default, Victory Park
could retain control of the Company and will have the ability to
force us into involuntary bankruptcy and liquidate our assets."


UNILAVA CORP: Incurs $890,600 Net Loss in Third Quarter
-------------------------------------------------------
Unilava Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $890,610 on $1.59 million of revenue for the three months ended
Sept. 30, 2012, compared with a net loss of $227,287 on $871,594
of revenue for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company incurred a
net loss of $1.36 million on $2.41 million of revenue, compared
with a net loss of $1.07 million on $2.69 million of revenue for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $2.75
million in total assets, $8.07 million in total liabilities and a
$5.31 million total stockholders' deficit.

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

                        http://is.gd/VFx5uU

                     About Unilava Corporation

Unilava Corporation (OTC BB: UNLA) -- http://www.unilava.com/--
is a diversified communications holding company incorporated under
the laws of the State of Wyoming in 2009.  Unilava and its
subsidiary brands provide a variety of communications services,
products, and equipment that address the needs of corporations,
small businesses and consumers.  The Company is licensed to
provide long distance services in 41 states throughout the U.S.
and local phone services across 11 states.  Through its carrier-
grade microwave wireless broadband infrastructure and broadband
Internet access partners, the Company also offers mobile and high-
definition IP-hosted voice services to residential customers and
corporate clients.  Additionally, Unilava delivers a comprehensive
and integrated suite of fee-based online and mobile advertising
and web services to a broad array of business enterprises.
Headquartered in San Francisco, the Company has regional offices
in Chicago, Seoul, Hong Kong, and Beijing.

The Company reported a net loss of $2.98 million in 2011, compared
with a net loss of $1 million in 2010.

In its audit report accompanying the financial statements for
fiscal 2011, De Joya Griffith & Company, LLC, in Henderson,
Nevada, noted that the Company has suffered losses from
operations, which raises substantial doubt about its ability to
continue as a going concern.


VALENCE TECHNOLOGY: Taps Armanino McKenna as Appraiser
------------------------------------------------------
Valence Technology, Inc., has sought permission from the U.S.
Bankruptcy Court for the Western District of Texas to employ
Armanino McKenna, LLP, to perform an appraisal of the Debtor's
patent portfolio and to prepare a report of valuation, nunc pro
tunc to Nov. 20, 2012.

For its services in connection with appraising the Debtor's
foreign and domestic patents and preparing the report, subject to
court approval, Armanino McKenna will be paid a flat rate fee in
the total amount of $9,000, inclusive of expenses, due upon the
completion of the report.

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

                     About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  The Debtor disclosed
$24,858,325 in assets and $78,520,831 in liabilities as of the
Chapter 11 filing.  Chairman Carl E. Berg and related entities own
44.4% of the shares.  ClearBridge Advisors, LLC owns 5.5%.

Valence expects to complete its restructuring during 2012.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.

On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, serves as
its counsel.


VISCOUNT SYSTEMS: Dennis Raefield Named COO and CSO
---------------------------------------------------
Dennis Raefield, 65, was appointed Chief Operating Officer and
Chief Sales Officer of Viscount Systems, Inc.

Mr. Raefield was previously President of Honeywell Access Systems,
a division of Honeywell International, which manufactures
enterprise level access control systems for Fortune 100 clients.
Prior, Mr. Raefield was President of Pinkerton Systems Integration
(now Securitas), a security system integration business installing
video, access control and alarms to Fortune 500 clients.  He was
also Owner/CEO of Omega Corporate Security, a west coast premier
systems integrator based in the San Francisco area.  Mr. Raefield
holds a Bachelor of Science degree in Mechanical Engineering from
Santa Clara University, and is a member of ASIS, SIA, ESA, ISIO,
CAA, and CSAA.

                       About Viscount Systems

Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer,
developer and service provider of access control security
products.

The Company reported a net loss of C$2.9 million in 2011, compared
with a net loss of C$1.3 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed C$1.08
million in total assets, C$3.44 million in total liabilities and a
C$2.35 million total stockholders' deficit.

"The Company's bank credit facility was suspended on December 30,
2011 due to the bank's assessment of the Company's financial
position.  Management has determined that the Company will need to
raise a minimum of $500,000 by way of new debt or equity financing
to continue normal operations for the next twelve months.
Management has been actively seeking new investors and developing
customer relationships, however a financing arrangement has not
yet completed.  Short-term loan financing is anticipated from
related parties, however there is no certainty that loans will be
available when required.  These factors raise substantial doubt
about the ability of the Company to continue operations as a going
concern."

Following the 2011 results, Dale Matheson Carr-Hilton Labonte LLP,
in Vancouver, Canada, expressed substantial doubt about Viscount
Systems' ability to continue as a going concern.  The independent
auditors noted that the Company has an accumulated deficit of
C$5,769,027 and has reported a loss of C$2,883,304 for the year
ended Dec. 31, 2011.


VIVARO CORP: To Auction Off Assets in January
---------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that Vivaro
Corp., which says it's the largest provider of voice-
communications services between Mexico and the U.S., will put its
assets on the auction block next month.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

A five-member official committee of unsecured creditors has been
appointed in the case.


WESTERN POZZOLAN: Prefers Chapter 11 Trustee Over Case Dismissal
----------------------------------------------------------------
Western Pozzolan Corp., in a limited opposition to Interest Income
Partner's motion to dismiss the Debtor's case, said that the
bankruptcy case will benefit from the appointment of a Chapter 11
trustee, given the development of the cases associated with the
Debtor's principal, James W. Scott.

As reported in the Troubled Company Reporter on Nov. 16, 2012,
Interest Income, in seeking dismissal of the case, pointed out,
among other things, that:

   -- the Debtor is not authorized to use cash collateral, but
      despite lack of authority, has used cash collateral;

   -- the Debtor has stated in its August Monthly Operating Report
      that it has not paid for general liability insurance;

   -- the Debtor has not been able to and and is not able to
      reorganize; and

   -- there is potential gross mismanagement of the estate.

The Debtor noted that the benefits of the appointment of a trustee
includes:

   -- the Debtor will be reorganized;

   -- creditors will receive a maximized pay out as they will
      benefit from a functional and operational Western Pozzolan;
      and

   -- the bankruptcy of the Debtor will be in solid hands with an
      effective guide toward confirmation of a plan.

                      About Western Pozzolan

Western Pozzolan Corp., is in the business of mining and selling
pozzolan ore.  Western Pozzolan operates the Long Valley Pozzolan
Plant in Lassen County, California.  The Company filed a Chapter
11 bankruptcy petition (Bankr. D. Nev. Case No. 12-11040) in Las
Vegas, Nevada, on Jan. 30, 2012.

Judge Mike K. Nakagawa presides over the case, taking over from
Judge Linda B. Riegle.  Matthew Q. Callister, Esq., at Callister &
Associates, serves as the Debtor's counsel.  The Debtor disclosed
$10,825,304 in assets and $2,916,012 in liabilities as of the
Chapter 11 filing.

August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors.

Western Pozzolan first filed for bankruptcy protection (Bankr. D.
Nev. Case NO. 10-27096) in Las Vegas on Sept. 9, 2010.


WINNIE COMMUNITY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Winnie Community Hospital, L.L.C.
          fdba China Community Clinic
        3221 Collinsworth Street, Suite 200
        Fort Worth, TX 76107

Bankruptcy Case No.: 12-46841

Chapter 11 Petition Date: December 17, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: J. Robert Forshey, Esq.
                  FORSHEY & PROSTOK, LLP
                  777 Main Street, Suite 1290
                  Ft. Worth, TX 76102
                  Tel: (817) 877-8855
                  E-mail: jrf@forsheyprostok.com

                         - and -

                  Lynda L. Lankford, Esq.
                  FORSHEY & PROSTOK, LLP
                  777 Main Street, Suite 1290
                  Fort Worth, TX 76102
                  Tel: (817) 878-2022
                  Fax: (817) 877-4151
                  E-mail: llankford@forsheyprostok.com

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

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 Albert B. Schwarzer, president of
Winnie Community Hospital, L.L.C., managing member.

Affiliate that filed a separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Frontier Healthcare Group, L.L.C.     12-46842            12/17/12


WOLF MOUNTAIN: $220M Suit Against Oak Hill Tossed
-------------------------------------------------
Joshua Alston at Bankruptcy Law360 reports that a Texas state
court has thrown out a $220 million suit filed against Oak Hill
Capital Partners LP, after finding the ski resort company that
brought suit over a botched deal has since filed for bankruptcy
protection and no longer owns the disputed property.

Wolf Mountain Resorts LC filed its complaint in December 2008,
alleging Oak Hill was trying to illegally sell The Canyons, a Park
City, Utah, ski resort, when Wolf Mountain still held rights to
the grounds as part of an agreement, according to Bankruptcy
Law360.

                       About Wolf Mountain Resorts

Wolf Mountain Resorts, L.C., based in Los Angeles, California,
filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No.
11-30162) on May 9, 2011.  Judge Peter Carroll presides over the
case.  David S. Kupetz, Esq., and Mark S. Horoupian, Esq., at
SulmeyerKupetz, serve as bankruptcy counsel.  Wolf Mountain
Resorts estimated that both its assets and debts measure between
$100 million and $500 million.


XENONICS HOLDINGS: Incurs $2.2-Mil. Net Loss in Fiscal 2012
-----------------------------------------------------------
Xenonics Holdings, Inc., filed on Dec. 21, 2012, its annual report
on Form 10-K for the year ended Sept. 30, 2012.

SingerLewak LLP, in Irvine, California, expressed substantial
doubt about Xenonics' ability to continue as a going concern.  The
independent auditors noted that the Company has historically
suffered recurring losses from operations, has a substantial
accumulated deficit and has limited revenues.

The Company reported a net loss of $2.2 million on $2.2 million of
revenue for 2012, compared with a net loss of $92,000 on
$7.2 million of revenue for 2011.  It said, "Significantly lower
sales offset by a reduction in expenses in the current year
accounted for a net loss of $2,189,000 when compared to a net loss
of $92,000 for the prior year."

The Company's balance sheet at Sept. 30, 2012, showed $3.0 million
in total assets, $2.0 million in total liabilities, and
stockholders' equity of $995,000.

A copy of the Form 10-K is available at http://is.gd/PHhzpb

Carlsbad, California-based Xenonics Holdings, Inc., designs,
manufactures and markets high-end, high-intensity portable
illumination products and low light viewing systems (night
vision).


XTREME GREEN: Incurs $717,900 Net Loss in Third Quarter
-------------------------------------------------------
Xtreme Green Products Inc. filed its quarterly report on Form
10-Q, reporting a net loss of $717,915 on $135,749 of sales for
the three months ended Sept. 30, 2012, compared with a net loss of
$635,905 on $230,023 of sales for the three months ended Sept. 30,
2011.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $2.2 million on $624,665 of sales, compared with a net
loss of $1.4 million on $1.5 million of sales for the nine months
ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2017, showed $1.2 million
in total assets, $4.3 million in total liabilities, and a
stockholders' deficit of $3.1 million.

"From inception to Sept. 30, 2012, we have incurred a cumulative
net loss totaling $8,923,032 and have working capital and
stockholder deficits of $3,140,404 and $3,123,667 at Sept. 30,
2012 respectively."  These 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/C5Bceu

North Las Vegas, Nev.-based Xtreme Green Products Inc. has
developed a line of electric powered products such as personal
mobility vehicles, light trucks (UTVs) and (ATVs), motor cycles
and scooters.  The Company's product line is based on its
proprietary "green" energy management system and electric
propulsion system.  These products have the power and ability of
gas powered engines, but without the particulate pollution or
noise pollution.


* NJ Court Clarifies Inquiry Duties for Construction Liens
----------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that a New Jersey
court ruled Dec. 19. that a supplier that wants to bring a
construction lien claim against a prime contractor for money owed
by a bankrupt subcontractor must inquire about the original source
of any payments it has already received from the subcontractor, to
make sure it has correctly allocated them among project accounts.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re WC Enterprises, LLC
        dba Broadway Pizzeria
   Bankr. N.D. Ala. Case No. 12-72611
     Chapter 11 Petition filed December 14, 2012
         See http://bankrupt.com/misc/alnb12-72611.pdf
         represented by: Marshall Entelisano, Esq.
                         MARSHALL A. ENTELISANO, PC
                         E-mail: evet@marshall-lawfirm.com

         Affiliate that filed separate Chapter 11 petition:
                 Entity                 Case No.     Petition Date
                 ------                 --------     -------------
         Eric Wyatt                     12-71702          08/17/12

In re The Greater Bethel Apostolic Church
   Bankr. C.D. Calif. Case No. 12-50888
     Chapter 11 Petition filed December 14, 2012
         represented by: Thomas M Alexander, Jr., Esq.
                         ALEXANDER LAW OFFICES
                         E-mail: alexanderslaw@gmail.com

In re Michael Cho
   Bankr. C.D. Calif. Case No. 12-50991
      Chapter 11 Petition filed December 14, 2012

In re Robert Kushner
   Bankr. N.D. Calif. Case No. 12-58830
      Chapter 11 Petition filed December 14, 2012

In re Russo & Sons, LLC
   Bankr. M.D. Fla. Case No. 12-16731
     Chapter 11 Petition filed December 14, 2012
         See http://bankrupt.com/misc/flmb12-16731.pdf
         represented by: Elizabeth A. Green, Esq.
                         BAKER & HOSTETLER LLP
                         E-mail: egreen@bakerlaw.com

In re Joseph Snorgrass
   Bankr. D. Kans. Case No. 12-23352
      Chapter 11 Petition filed December 14, 2012

In re Diana Glass
   Bankr. D. Md. Case No. 12-32301
      Chapter 11 Petition filed December 14, 2012

In re Robert Rosswog
   Bankr. W.D. Pa. Case No. 12-26046
      Chapter 11 Petition filed December 14, 2012

In re Ibrahim Abdel Fattah
   Bankr. D. P.R. Case No. 12-09868
      Chapter 11 Petition filed December 14, 2012

In re Stewart McCray
   Bankr. N.D. Tex. Case No. 12-37865
      Chapter 11 Petition filed December 14, 2012

In re Hacienda Guanajuato, Inc.
        dba Hacienda Guanajuato Mexican Restaurant
   Bankr. S.D. Tex. Case No. 12-39244
     Chapter 11 Petition filed December 14, 2012
         See http://bankrupt.com/misc/txsb12-39244.pdf
         represented by: Calvin C. Braun, Esq.
                         ORLANDO & BRAUN LLP
                         E-mail: calvinbraun@orlandobraun.com

         Affiliates that simultaneously filed for Chapter 11:
                 Entity                 Case No.     Petition Date
                 ------                 --------     -------------
         La Finca Cinco Ranch, Inc.     12-39245        12/14/2012
         La Finca Cinco Uno, Inc.       12-39246        12/14/2012
         La Finca Cinco II, Inc.        12-39247        12/14/2012
         La Finca Cinco III, Inc.       12-39248        12/14/2012
         La Finca Cinco IV, Inc.        12-39249        12/14/2012

In re Lisa Clemensen
   Bankr. C.D. Calif. Case No. 12-51036
      Chapter 11 Petition filed December 15, 2012

In re Somboon Roekchairasmee
   Bankr. C.D. Calif. Case No. 12-51057
      Chapter 11 Petition filed December 16, 2012

In re Scott Steele
   Bankr. D. Md. Case No. 12-32322
      Chapter 11 Petition filed December 16, 2012

In re Woodson Air, Inc.
   Bankr. E.D. Ark. Case No. 12-17254
     Chapter 11 Petition filed December 17, 2012
         See http://bankrupt.com/misc/areb12-17254.pdf
         represented by: Jean M. Madden, Esq.
                         Madden Law Firm
                         E-mail: maddenlaw@aristotle.net

In re One Firerock LLC
   Bankr. D. Ariz. Case No. 12-26591
     Chapter 11 Petition filed December 17, 2012
         Filed pro se

In re Samuel Ile
   Bankr. D. Ariz. Case No. 12-26598
      Chapter 11 Petition filed December 17, 2012

In re Connoisseur Advisors, Inc.
   Bankr. C.D. Calif. Case No. 12-24220
     Chapter 11 Petition filed December 17, 2012
         See http://bankrupt.com/misc/cacb12-24220.pdf
         represented by: Evan L. Smith, Esq.
                         E-mail: els@elsmithlaw.com

In re Moazzem Hossain Chowdhury
        dba Desert Drugs
        dba Desert Drugs Pharmacy
        fdba MJM Healthcare Services, Inc.
        dba The Medicine Shoppe #1764
   Bankr. C.D. Calif. Case No. 12-51060
     Chapter 11 Petition filed December 17, 2012
         See http://bankrupt.com/misc/cacb12-51060.pdf
         represented by: Giovanni Orantes, Esq.
                         Orantes Law Firm PC
                         E-mail: go@gobklaw.com

In re 900 Linden Block Development, LLC
   Bankr. N.D. Calif. Case No. 12-33519
     Chapter 11 Petition filed December 17, 2012
         See http://bankrupt.com/misc/canb12-33519.pdf
         Filed pro se

In re Annette Krainik
   Bankr. D. Colo. Case No. 12-35363
      Chapter 11 Petition filed December 17, 2012

In re Gregory Krainik
   Bankr. D. Colo. Case No. 12-35363
      Chapter 11 Petition filed December 17, 2012

In re Hani Tadros
   Bankr. M.D. Fla. Case No. 12-18832
      Chapter 11 Petition filed December 17, 2012

In re Brian Charles
   Bankr. D. Idaho Case No. 12-02944
      Chapter 11 Petition filed December 17, 2012

In re Q4 Group, LLC
   Bankr. N.D. Ill. Case No. 12-49289
     Chapter 11 Petition filed December 17, 2012
         See http://bankrupt.com/misc/ilnb12-49289.pdf
         represented by: Jeffrey W. Deer, Esq.
                         Deer & Stone P C
                         E-mail: jwdeer@aol.com

In re William Boisvert
   Bankr. D.N.H. Case No. 12-13781
      Chapter 11 Petition filed December 17, 2012

In re Leonora Baldoza
   Bankr. D. Nev. Case No. 12-23694
      Chapter 11 Petition filed December 17, 2012

In re William Simmons
   Bankr. D. Utah Case No. 12-35651
      Chapter 11 Petition filed December 17, 2012


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

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related conferences are encouraged.  Send announcements to
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On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
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available at your local bookstore or through Amazon.com.  Go to
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
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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.

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