TCR_Public/130102.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, January 2, 2013, Vol. 17, No. 1

                            Headlines

AGRIPARTNERS LIMITED: Case Summary & 13 Top Unsecured Creditors
ALION SCIENCE: 4th Amended Certificate of Incorporation Okayed
AMBAC FIN'L: Cong. Joint Committee Won't Oppose IRS Settlement
AMERIGROUP CORP: Moody's Hikes Sr. Unsecured Debt Rating From Ba2
APEX DIGITAL: Court OKs Additional Services From Lewis Brisbois

APEX KATY: US Trustee Seeks to Dismiss Chapter 11 Case
APPLIED DNA: Incurs $7.1 Million Net Loss in Fiscal 2012
ATHENEON CDK: Voluntary Chapter 11 Case Summary
AURASOUND INC: Case Summary & 20 Largest Unsecured Creditors
AXESSTEL INC: Amends Q3 Form 10-Q for Additional Disclosure

AXION INTERNATIONAL: Samuel Rose Hikes Equity Stake to 37.4%
BACKWOODS LLC: Voluntary Chapter 11 Case Summary
BEL-SHORE ENTERPRISES: Case Summary & 20 Largest Unsec Creditors
BUILDERS FIRSTSOURCE: Hikes Liquidity by $93MM to Support Growth
CENTRAL EUROPEAN: Issues 3 Million Common Shares to Roust Trading

CENTRAL FEDERAL: Uni Capital Stake Down to Less Than 1%
CENTRAL FEDERAL: Edward Cochran Named to Board of Directors
CHISEN ELECTRIC: Copies of Material Definitive Agreements
CPI CORP: Net Sales Down 26% in Third Quarter
D MEDICAL: Shareholders Meet Jan. 21 on Pact With CEO

DEX ONE: CTO A. Banerjea Jumps to NBCUniversal
DEX ONE: Hayman Capital Discloses 9.9% Equity Stake
DEX ONE: Keeps Seeking Joinders From Lenders on Plan Deals
DJA CORP: Case Summary & 20 Largest Unsecured Creditors
DONNERAIL LLC: Case Summary & Largest Unsecured Creditor

DYNASIL CORP: Fails to Meet Financial Covenants in Loan Agreements
EASTMAN KODAK: To Receive $525 Million From Sale of IP Assets
ENERGY FUTURE: Has Private Exchange Offers for Debt Securities
EPICEPT CORP: Terminates Employment of SVP Dileep Bhagwat
FENTURA FINANCIAL: Terminates Offerings Under 1996 Option Plans

FIRST PHILADELPHIA: Case Summary & 6 Largest Unsecured Creditors
FOXFIELD LLC: Voluntary Chapter 11 Case Summary
GREEN ENDEAVORS: Amends 2nd and 3rd Quarters' Financials
GREENSHIFT CORP: Maturity of YA Global Debt Extended to March 31
HAMPTON ROADS: Eddie Cooke Joins as BHR Vice President

HERCULES OFFSHORE: Files Fleet Status Report as of Dec. 19
HERITAGE PLAZA: Voluntary Chapter 11 Case Summary
HOVNANIAN ENTERPRISES: Files Form 10-K, Had $66.2MM Loss in 2012
INSPIREMD INC: Effectuating a One-for-Four Reverse Stock Split
JJT & M INC: Case Summary & 2 Unsecured Creditors

K-V PHARMACEUTICAL: Receives Court Approval of Hologic Settlement
KICKAPOO KENNELS: Case Summary & 5 Unsecured Creditors
LDK SOLAR: 2014 Noteholders Consent to Indenture Amendments
LOBIONDO BROTHERS: Case Summary & 20 Largest Unsecured Creditors
LOCATION BASED TECHNOLOGIES: PocketFinder on TV in Early 2013

LODGENET INTERACTIVE: To Enter Ch. 11 as Colony Gets Control
LUCID INC: William Shea Lowers Equity Stake to 4.3%
MCCLATCHY CO: $762.4MM Notes Validly Tendered as of Dec. 11
MF GLOBAL: Deal Could Net 100% Recovery for Customers' Claims
MGM RESORTS: Amends Credit Agreement with Bank of America

MOHEGAN TRIBAL: Reports $61.2 Million Net Income in Fiscal 2012
MPG OFFICE: Sells 20% Joint Venture Interest for $41 Million
NEW PEOPLES: Raises Nearly $18 Million in New Capital
NEWLEAD HOLDINGS: Posts $3.1MM Net Income in 1st Half of 2012
NEWPAGE CORP: Moody's Assigns 'B1' CFR/PDR; Outlook Stable

NEXSTAR BROADCASTING: Sells Additional 1.2-Mil. Class A Shares
NORTHERN LAND: Case Summary & 2 Unsecured Creditors
OFLYE TRUST: Case Summary & 12 Unsecured Creditors
ORCHARD SUPPLY: Pulls Two Members From Leadership Team
POSITIVEID CORP: Signs License Agreement with The Boeing Company

PROELITE INC: Isaach Blech Hikes Equity Stake to 86.1%
PACIFIC GOLD: Common Share Par Value Changed to $0.0000000001
POWER3 MEDICAL: Amarantus Acquires IP Assets for $40,000
QUALITY DISTRIBUTION: Annette Sandberg Appointed to Board
QUANTUM FUEL: Brian Olson Appointed to Board of Directors

REEVES DEVELOPMENT: Files Schedules of Assets and Liabilities
RITE AID: Reports $61.9 Million Net Income in Dec. 1 Quarter
ROTECH HEALTHCARE: Has $25MM Credit Agreement with Silver Point
SAND TECHNOLOGY: Incurs C$465,000 Net Loss in Oct. 31 Quarter
SEARCHMEDIA HOLDINGS: Units Deregistered from NYSE

SKINNY NUTRITIONAL: Trim Standstill Pact Extended for 30 days
STILLBROOKE HOMES: Case Summary & 20 Largest Unsecured Creditors
SUPERMEDIA INC: Continues to Seek OK on Plans, Credit Amendments
SUPERMEDIA INC: Hayman Capital Discloses 9.9% Equity Stake
THERMOENERGY CORP: James Wood Named President and CEO

THQ INC: Meeting to Form Creditors Committee Tomorrow
THQ INC: Notifies SEC of Bankruptcy Filing
TOPS HOLDING: Withdraws Offer to Purchase 10.125% Senior Notes
TRANS-LUX CORP: Amends 27.2 Million Common Shares Prospectus
TRIBUNE CO: Emerges From Chapter 11 Restructuring Process

TRISTAN OIL: Enters Into Sharing Agreement with Noteholders
UNI-PIXEL INC: Denies Allegations in UK Patent Litigation
UNIGENE LABORATORIES: Has Settlement with Former Patent Counsel
UNIVERSITY GENERAL: Closes Purchase of South Hampton Hospital
UNIVERSITY GENERAL: To Develop Pearland, Texas Medical Complex

VIASYSTEMS INC: Moody's Affirms 'B2' CFR; Outlook Stable
VISION INDUSTRIES: Amends 2011 Quarterly Reports
VITESSE SEMICONDUCTOR: Receives $17.1MM from Public Offering
VITESSE SEMICONDUCTOR: Kopp Investment Holds 7.2% Equity Stake
VUZIX CORP: Files Form S-1 Registration Statement

VYCOR MEDICAL: CEO Denness Resigns for Personal Reasons
W25 LLC: Files Schedules of Assets and Liabilities
W25 LLC: Sec. 341 Creditors' Meeting Set for Jan. 7
WADDY TRAVEL: Case Summary & 10 Unsecured Creditors

* CFP Board Identifies Bankrupt Professionals in Past 5 Years

* Upcoming Meetings, Conferences and Seminars



                            *********

AGRIPARTNERS LIMITED: Case Summary & 13 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Agripartners Limited Partnership
        612 E. 11 Mile Road
        Royal Oak, MI 48067

Bankruptcy Case No.: 12-19214

Chapter 11 Petition Date: December 24, 2012

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

Debtor's General
Bankruptcy Counsel: Philip J. Landau, Esq.
                    SHRAIBERG, FERRARA & LANDAU, P.A.
                    2385 NW Executive Center Drive, Suite 300
                    Boca Raton, FL 33431
                    Tel: 561-443-0800
                    Fax: 561-998-0047
                    E-mail: plandau@sfl-pa.com

Debtor's Local
Bankruptcy Counsel: Richard Hollander, Esq.
                    MILLER & HOLLANDER

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

Estimated Liabilities: $50,000,001 to $100,000,000

The petition was signed by Daniel J. Aronoff, manager at Hastings
Street Holdings, LLC, the Debtor's general partner.

List of the Debtor's 13 Largest Unsecured Creditors:

        Entity                                        Claim Amount
        ------                                        ------------
Garner Law, PA                                        $295,000.00
61 Ojibwa North
Monticello, FL 32344

Missimer-Schlumberger                                 $197,251.71
1567 Hayley Lane
Suite 202
Fort Myers, FL 33907

Rose, Sundstrom & Bentley LLP                         $140,154.96
2548 Blairstone Pines Drive
Tallahassee, FL 32301

Berger Singerman                                        $8,357.29

Glass Ratner Advisory & Capital Group LLC               $7,212.70

Greenhorne and Omara                                   $67,989.03

Henderson Franklin Starnes Holt                        $99,542.52

Johnson Engineering                                     $5,910.00

Morris-Depew Associates, Inc.                          $90,000.00

Parrish, Lawhon and Yarnell PA                          $2,299.74

Squire Sanders & Dempsey, LLP                          $37,112.00

Strategic Development Services                          $6,636.00

Wachovia Bank, NA                                      $46,398.05


ALION SCIENCE: 4th Amended Certificate of Incorporation Okayed
--------------------------------------------------------------
The Alion Science and Technology Corporation Employee Ownership,
Savings and Investment Trust, the sole record shareholder of Alion
Science and Technology Corporation, approved by unanimous written
consent, upon the recommendation of Alion's Board of Directors,
the adoption of the Fourth Amended and Restated Certificate of
Incorporation of Alion.  All 6,721,404 shares of Alion's common
stock issued and outstanding were voted in favor of approving the
adoption of the Fourth Amended and Restated Certificate of
Incorporation.  The Fourth Amended and Restated Certificate of
Incorporation was filed with the Secretary of State of the State
of Delaware on Dec. 21, 2012.

A copy of the Fourth Amended and Restated Certificate of
Incorporation is available for free at http://is.gd/MK0Dxw

                        About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

Alion Science incurred a net loss of $41.44 million for the year
ended Sept. 30, 2012, a net loss of $44.38 million for the year
ended Sept. 30, 2011, and a net loss of $15.23 million for the
year ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2012, showed $635.29
million in total assets, $776.35 million in total liabilities,
$110.74 million in redeemable common stock, $20.78 million in
common stock warrants, $149,000 accumulated other comprehensive
loss and a $272.43 million accumulated deficit.

                         Bankruptcy Warning

"Our credit arrangements, including our unsecured and secured note
indentures and our revolving credit facility include a number of
covenants.  We expect to be able to comply with our indenture
covenants and our credit facility financial covenants for at least
the next twenty-one months.  If we were unable to meet financial
covenants in our revolving credit facility in the future, we might
need to amend the revolving credit facility on less favorable
terms.  If we were to default under any of the revolving credit
facility covenants, we could pursue an amendment or waiver with
our existing lenders, but there can be no assurance that lenders
would grant an amendment or waiver.  In light of current credit
market conditions, any such amendment or waiver might be on terms,
including additional fees, increased interest rates and other more
stringent terms and conditions materially disadvantageous to us.
If we were unable to meet these financial covenants in the future
and unable to obtain future covenant relief or an appropriate
waiver, we could be in default under the revolving credit
facility.  This could cause all amounts borrowed under it and all
underlying letters of credit to become immediately due and
payable, expose our assets to seizure, cause a potential cross-
default under our indentures and possibly require us to invoke
insolvency proceedings including, but not limited to, a voluntary
case under the U.S. Bankruptcy Code."

                           *     *     *

As reported by the TCR on Sept. 8, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on McLean, Va.-based
Alion Science and Technology Corp. to 'CCC+' from 'B-'.  The
rating outlook is negative.

"The downgrade of Alion is a result of the company's recent
operational weakness," said Standard & Poor's credit analyst
Alfred Bonfantini, "and the prospect of further pressure on
revenues, which stem from the continuing resolution on the 2011
Federal government budget that wasn't settled until April 2011,
the subsequent specter of a U.S. government default during the
debt ceiling debate, and the ongoing uncertainty over future
budget cuts and levels."

In the Sept. 26, 2012, edition of the TCR, Moody's Investors
Service has lowered the ratings of Alion Science and Technology
Corporation including its Corporate Family Rating ("CFR") to Caa2
from Caa1 due to the high likelihood that the company will need do
a debt refinancing over the next twelve to eighteen months.


AMBAC FIN'L: Cong. Joint Committee Won't Oppose IRS Settlement
--------------------------------------------------------------
Ambac Financial Group, Inc. has been informed that the
Congressional Joint Committee on Taxation has completed its review
of the offer made by Ambac, the Official Committee of Unsecured
Creditors of Ambac, Ambac Assurance, the Segregated Account of
Ambac Assurance Corporation, the court-appointed Rehabilitator of
the Segregated Account and the Wisconsin Office of the
Commissioner of Insurance to the United States to resolve and
settle (i) the claims filed by the Internal Revenue Service of the
Department of Treasury of the United States against Ambac's estate
in its Chapter 11 proceeding, (ii) Ambac's related adversary
proceeding against the United States, and (iii) other related
litigation brought by the United States against or involving Ambac
Assurance and/or the Segregated Account.  Ambac has also been
informed that the Joint Committee has no objection to the Offer
and will issue a response of "no adverse criticism" subject to the
satisfaction of certain conditions, including (a) execution of
closing documentation acceptable to the United States, Ambac and
the other parties to the IRS Settlement, (b) approval of the IRS
Settlement by the United States Bankruptcy Court for the Southern
District of New York that is overseeing Ambac's Chapter 11
proceeding and (c) the payment by Ambac of $1.9 million and the
payment by Ambac Assurance and/or the Segregated Account of $100
million to the United States.  The satisfaction of such conditions
and the receipt of a "no adverse criticism" response from the
Joint Committee with respect to the Offer would, in turn, satisfy
certain outstanding conditions precedent to the effectiveness of
Ambac's Fifth Amended Plan of Reorganization.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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

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


AMERIGROUP CORP: Moody's Hikes Sr. Unsecured Debt Rating From Ba2
-----------------------------------------------------------------
Moody's Investors Service has upgraded AMERIGROUP Corporation's
(AMERIGROUP's) senior unsecured debt rating to Baa2 from Ba2 and
the insurance financial strength (IFS) ratings of its operating
subsidiaries (see list below) to A2 from Baa2 following the
announcement that WellPoint, Inc. (WellPoint; NYSE: WLP, A2 for
IFS, stable outlook) had completed its acquisition of AMERIGROUP
and that AMERIGROUP had become a wholly-owned subsidiary of
WellPoint. The outlook on these ratings is stable. In the same
rating action, Moody's has withdrawn the Ba2 corporate family
rating at AMERIGROUP, as well as the provisional ratings on
AMERIGROUP's multiple seniority shelf which has been terminated.

This rating action concludes the review initiated on July 9, 2012
when WellPoint announced that it had entered into a definitive
agreement to acquire AMERIGROUP.

RATINGS RATIONALE

Moody's stated that the upgrade of AMERIGROUP's IFS ratings to A2
from Baa2 and senior debt to Baa2 from Ba2 -- aligning the ratings
with those of WellPoint -- reflects the strong level of implicit
support WellPoint is expected to provide to AMERIGROUP given the
reputational and strategic importance of the AMERIGROUP business
to WellPoint, as well as the integration of AMERIGROUP's
operations with WellPoint as one of its significant strategically
important operating subsidiaries. The rating agency said that the
additional membership, growth opportunities and Medicaid revenue
from AMERIGROUP will strengthen WellPoint's overall business
profile. Steve Zaharuk, Moody's Senior Vice President, commented:
"The combination of AMERIGROUP's strong Medicaid platform with
WellPoint's Medicare experience should also make the company very
competitive as states begin the bidding process for the upcoming
dual eligible business opportunities."

Moody's noted that although WellPoint decided not to assume or
guarantee AMERIGROUP's outstanding 7.5% senior notes due in 2019,
the parent company just recently announced its intent to redeem
these notes within the next 30 days.

Moody's indicated that WellPoint's and AMERIGROUP's ratings could
be upgraded if: 1) EBITDA margins rise above 8% with EBITDA
coverage of at least 10 times, 2) consolidated NAIC RBC ratio is
maintained at or above 275% of company action level (CAL), 3)
overall annual medical membership growth is 2% or more, and 4)
financial leverage is brought down to at least 35% on a sustained
basis. However, the ratings could be downgraded if: 1) EBITDA
earnings margins decline below 5%, 2) overall medical membership
decreases by more than 5%, 3) financial leverage increases above
40%, or 4) the consolidated RBC ratio falls below 200% CAL.

The principal methodology used in this rating is Moody's Rating
Methodology for U.S. Health Insurance Companies published in May
2011.

The following ratings were upgraded with a stable outlook:

AMERIGROUP Texas, Inc. -- insurance financial strength rating to
A2 from Baa2;

AMERIGROUP Maryland, Inc. -- insurance financial strength rating
to A2 from Baa2;

AMERIGROUP Florida, Inc. -- insurance financial strength rating to
A2 from Baa2;

AMERIGROUP New Jersey, Inc. -- insurance financial strength rating
to A2 from Baa2.

AMERIGROUP Corporation -- senior unsecured debt rating to Baa2
from Ba2.

The following ratings were withdrawn:

AMERIGROUP Corporation -- corporate family rating at Ba2;
provisional senior unsecured debt shelf rating at (P)Ba2;
provisional subordinated debt shelf rating at (P)Ba3; provisional
preferred stock shelf rating at (P)B1.

WellPoint, Inc., domiciled in Indiana, offers various group and
individual medical products, including indemnity, preferred
provider organization (PPO), point of service (POS) and health
maintenance organization (HMO) plans. The company reported total
revenues of approximately $46.2 billion for the first nine months
of 2012. As of September 30, 2012, shareholders' equity was
approximately $23.8 billion and medical membership (excluding
BlueCard and Medicare Part D members) was approximately 28.4
million.

AMERIGROUP Corporation reported total revenue of $6.4 billion for
the first nine months of 2012, with medical membership as of
September 30, 2012 of approximately 2.7 million members. As of
September 30, 2012 the company reported shareholders' equity of
$1.4 billion.

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


APEX DIGITAL: Court OKs Additional Services From Lewis Brisbois
---------------------------------------------------------------
Apex Digital, Inc., sought and obtained approval from the U.S.
Bankruptcy Court to expand the scope of the employment of Lewis
Brisbois Bisgaard & Smith LLP, the Debtor's special counsel.

The Debtor and Lewis Brisbois have diligently prosecuted a case
involving Sears during the course of the Debtor's bankruptcy case.

Recently, Sears filed a motion for summary judgment after the
close of all discovery in the Sears Case, pursuant to which Sears
sought the dismissal of the remaining claim for breach of
contract.  The Debtor, with the assistance of Lewis Brisbois,
filed an extensive opposition to the Sears MSJ as well as a cross-
motion for summary judgment, pursuant to which the Debtor argued
that the undisputed facts of the matter established that Sears had
breached its contract with the Debtor by failing to pay sums
admittedly due.

On Aug. 15, 2012, the District Court ruled in favor of Sears by
granting the Sears MSJ, denying the Debtor's Cross MSJ and
dismissing the Sears Case.  The Debtor believes that the District
Court's ruling is erroneous and wishes to pursue an appeal of the
District Court's ruling to the Seventh Circuit.

Although the Debtor recognizes that there is no guarantee that the
result of the Appeal will be in its favor, or that the Appeal will
cause Sears to change its position regarding settlement, the
Debtor strongly believes that the risks and costs associated with
pursuing the Appeal is far outweighed by the potential benefits of
doing so.

Lewis Brisbois estimates that the total cost to pursue the Appeal
will be approximately $22,000 and has therefore agreed to cap its
fees and costs in connection with the Appeal at $30,000.  Given
the relatively low cost of pursuing the Appeal, the Debtor
believes that it is in the best interests of its bankruptcy estate
to pursue the Appeal, particularly in light of the recovery that
could potentially be obtained through a settlement or ultimate
resolution of the Sears Case in the Debtor's favor.

The firm's rates are:

   Billing Category                    Hourly Rate
   ----------------                    -----------
    Senior Partner                       $275.00
    Partner                              $250.00
    Senior Associate                     $225.00
    Associate                            $200.00
    Paralegal/Law Clerk                  $125.00

Siobh n M. Murphy attests that Lewis Brisbois is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                         About Apex Digital

Walnut, California-based Apex Digital, Inc., was a leading
producer and seller of consumer electronic products, including
high-definition LCD televisions, home entertainment media devices,
digital set top boxes and lighting products (e.g., solar powered
lights), which are carried and sold in hundreds of retail outlets
nationwide.

Apex Digital filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44406) on Aug. 17, 2010.  Juliet Y. Oh, Esq., Lindley
L. Smith, Esq., Philip A. Gasteier, Esq., at Levene, Neale,
Bender, Rankin & Brill LLP, in Los Angeles, California, represent
the Debtor.  In its schedules, the Debtor disclosed $12.8 million
in assets and $27.1 million in liabilities, as of the Petition
Date.

Rosendo Gonzalez was named Chapter 11 examiner in the bankruptcy
case.  Mr. Gonzalez retained C. John M. Melissinos, Esq., at
Davidoff Gold LLP, as counsel.


APEX KATY: US Trustee Seeks to Dismiss Chapter 11 Case
------------------------------------------------------
Judy A. Robbins, the United States Trustee for the Southern and
Western Districts of Texas, has filed a motion with the U.S.
Bankruptcy Court to dismiss or covert to chapter 7 the bankruptcy
case of Apex Katy Physicians, LLC.

The U.S. Trustee argues that the Debtor, because of its loss of
principal assets, is unable to formulate either a plan to
liquidate or reorganize.  For this reason, there is cause
conversion or dismissal.

                   About Apex Katy Physicians

Apex Katy Physicians, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Tex. Case No. 12-31848) on March 6, 2012, estimating
$10 million to $50 million in assets and debts.  Judge Marvin
Isgur presides over the case.  Attorneys at Hoover Slovacek, LLP,
represent the Debtor.

Affiliate Apex Long Term Acute Care-Katy, LP, a long-term care
facility, filed a separate Chapter 11 petition (Case No. 09-37096)
on Sept. 25, 2009.  The Debtor disclosed $15,237,691 in assets and
$13,646,951 in liabilities.


APPLIED DNA: Incurs $7.1 Million Net Loss in Fiscal 2012
--------------------------------------------------------
Applied DNA Sciences, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $7.15 million on $1.85 million of revenue for the
year ended Sept. 30, 2012, compared with a net loss of $10.51
million on $968,848 of revenue for the year ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.34
million in total assets, $592,009 in total liabilities, all
current, and $756,925 in total stockholders' equity.

RBSM LLP did not issue a "going concern" qualification on the
consolidated financial statements for the fiscal year ended
Sept. 30, 2012.

RBSM LLP previously noted in its report on Applied DNA's fiscal
2011 financial results that the Company has suffered recurring
losses and does not have significant cash or other material
assets, nor does it have an established source of revenues
sufficient to cover its operations, which raises substantial doubt
about its ability to continue as a going concern.

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

                        http://is.gd/isvZVc

Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally
devoted to developing DNA embedded biotechnology security
solutions in the United States.


ATHENEON CDK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Atheneon CDK Corporation
        dba Tarpon Inn
        110 W. Tarpon Avenue
        Tarpon Springs, FL 34689

Bankruptcy Case No.: 12-19022

Chapter 11 Petition Date: December 20, 2012

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

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

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

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

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

The petition was signed by Chetan Shah, managing member.


AURASOUND INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: AuraSound, Inc.
        1801 E. Edinger, Suite 190
        Santa Ana, CA 92705

Bankruptcy Case No.: 12-24400

Chapter 11 Petition Date: December 21, 2012

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

Judge: Hon. Mark S. Wallace

Debtor's Counsel: Marc J. Winthrop, Esq.
                  WINTHROP COUCHOT PC
                  660 Newport Center Dr Ste 400
                  Newport Beach, CA 92660
                  Tel: 949-720-4100

Chief
Restructuring
Officer:          Brian S. Weiss
                  BSW & ASSOCIATES
                  20321 Birch Street,Suite 200
                  Newport Beach, CA 92660
                  Tel: 949-933-7011

Scheduled Assets: $2,287,388

Scheduled Liabilities: $42,824,747

The petition was signed by the Debtor's Acting Chief Financial
Officer, Anthony J. Fidaleo.

List of the Debtor's 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Lestina International Ltd.         Electronic parts       $542,308
Attn: Phoebe Chan
Rm 1001, 10/F, Chevalier
Comm'l Ctr.
Kowloon Bay, Hong Kong
Tel: +852-2302 5138
E-mail: phoebe@lestina.com

Kinco Redhill LLC                  Prior Office Lease     $274,905
Attn: Tyler Morley
PJMB Commercial Inc.
7060 Koll Center Parkway
Suite 334
Pleasanton, CA 94566
Tel: 925-474-3770
Fax: 925-474-3771
E-mail: tyler@pjmbcommercial.com

Interprom Corporation Ltd.         Sales commission       $189,920
Attn: Ove Kristensen
      Albert Chang
9F No. 40-5, Gongyuan St.
Banciao Dist 22064
New Taipei City
Tel: 866-22-22269806
E-mail: ove.kristensen@enecon.no
        albert@interprom.com.tw

Smart Service                      Freight                $133,208
Attn: Phoebe Chan
Rm1001, 10/F., Chevalier
Comm'l Ctr.
Kowloon Bay, Hong Kong
Tel: 852-2302 5138

Max Profit Consulting Ltd          Consulting Services     $80,456
E-mail: petea201@yahoo.com

Harald Weisshaupt                  Employee severance      $52,420

DMEGC Export Division              Mfg supplies &          $41,317
E-mail: abby@dmegc.com.cn          components

Randall Waynick                    Sales commission        $38,641

Stradling Yocca Carloson & Rauth   SEC counsel             $38,033
Attn: Shivbir Grewal
E-mail: sgrewal@wycr.com

Hein & Associates LLP              CPA-Audit               $17,118
Attn: Larry Schultz
E-mail: lschultz@heincpa.com

Kuehne+Nagel                       Freight                 $13,949
Attn: Kelvin Cheng
E-mail: Kelvin.chang@kuehne-nagel.com

SIPG Yangtze Logistics             Freight                 $12,540
Attn: Kitty Wang
E-mail: wangmiao@sipg-hb.com

Eastern Sunday Logistics Co. Ltd   Freight                  $8,746
Attn: Army
E-mail: army@esltden.com

Sing Ngai Logistics Co.            Freight                  $5,233
Attn: John Li
E-mail: singngai0081@163.com

Expense Reduction Analysts         Consulting               $5,160
Attn: Stephen Jardon
E-mail: sjardon@expensereduction.com

Highteen Industry Company Ltd      Molds                    $3,666
Attn: corporate officer
E-mail: Highteen@126.com

Shanghai Giessen Logistics         Warehousing              $3,433
Attn: Tingting
E-mail: tingting@giessen.com.cn

Shenzhen 3Nod Electrontics         Manufacturer              $576
Attn: Quenly
E-mail: liuqq@3nod.com.cn

Lava SCS LLC                       Warehousing               $465
Attn: Susan Lee
E-mail: susan.lee@logisticsteam.com

K&L Gates LLP                      Legal Asia BK             $368
Attn: Kay Mahoney
E-mail: Kay.Mahoney@klgates.com


AXESSTEL INC: Amends Q3 Form 10-Q for Additional Disclosure
-----------------------------------------------------------
Axesstel, Inc., filed an amendment to its quarterly report on Form
10-Q for the quarter ended Sept. 30, 2012, for the purpose of
including additional disclosure in the Liquidity and Capital
Resources section of Management Discussion and Analysis of
Financial Condition and Results regarding the Company's
expectations for supporting the Company's operations with its
existing capital resources.

The additional disclosure is being made in response to comments
from the staff of the Division of Corporate Finance of the
Securities and Exchange Commission following a review of the
Company's filings.  The amendment does not reflect events
occurring after the filing of the Form 10-Q (or after Nov. 6,
2012) or modify or update those disclosures that may be affected
by subsequent events.

The Company disclosed that as Sept. 30, 2012, cash and cash
equivalents was $1.6 million compared to $850,000 at Dec. 31,
2011.  In addition, at Sept. 30, 2012, accounts receivable were
$11.7 million compared to $8.9 million at Dec. 31, 2011.  At
Sept. 30, 2012, the Company had negative working capital of $2.8
million compared to negative working capital of $11.8 million at
Dec. 31, 2011.  At Sept. 30, 2012, the Company had bank financings
of $5.0 million compared to $6.1 million at Dec. 31, 2011.  At
Sept. 30, 2012, the Company had a note payable with a face value
of $7.7 million and a discounted value of $6.9 million compared to
no note payable at Dec. 31, 2011.

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

                        http://is.gd/2oNnNi

                          About Axesstel

Axesstel Inc., based in San Diego, Calif., develops fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.  The Company's product portfolio
includes fixed wireless phones, wire-line replacement terminals,
and 3G and 4G broadband gateway devices used to access voice
calling and high-speed data services.

The Company's balance sheet at Sept. 30, 2012, showed $14.88
million in total assets, $22.70 million in total liabilities and a
$7.82 million total stockholders' deficit.

As reported in the TCR on Feb. 23, 2012, Gumbiner Savett Inc., in
Santa Monica, Calif., expressed substantial doubt about Axesstel's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that although the Company generated net income in
2011, the Company has historically incurred substantial losses
from operations and the Company may not have sufficient working
capital or outside financing available to meet its planned
operating activities over the next twelve months.  "Additionally,
there is uncertainty as to the impact that the worldwide economic
downturn may have on the Company's operations."


AXION INTERNATIONAL: Samuel Rose Hikes Equity Stake to 37.4%
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exhange Commission, Samuel G. Rose disclosed that, as of
Dec. 17, 2012, he beneficially owns 15,764,783 shares of common
stock of Axion International Holdings, Inc., representing 37.4% of
the shares outstanding.  Mr. Rose previously reported beneficial
ownership of 11,492,755 common shares or a 31.7% equity stake.  A
copy of the amended filing is available for free at:

                        http://is.gd/djATDB

                     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.


BACKWOODS LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Backwoods LLC
        P.O. Box 146
        Manville, RI 02838

Bankruptcy Case No.: 12-13915

Chapter 11 Petition Date: December 20, 2012

Court: United States Bankruptcy Court
       District of Rhode Island (Providence)

Judge: Diane Finkle

Debtor's Counsel: Raymond J. Haskell, Jr., Esq.
                  LAW OFFICE OF RAYMOND J. HASKELL, JR.
                  215 Villa Avenue
                  North Providence, RI 02904
                  Tel: (401) 288-8343
                  E-mail: rayhaskel@aol.com

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

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

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

The petition was signed by Kevin J. O'Sullivan, president.


BEL-SHORE ENTERPRISES: Case Summary & 20 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: Bel-Shore Enterprises, Inc.
        aka Pro Motion Distributing
        aka UpNextCarParts.com
        aka PMD Green
        2388 Peck Road
        City of Industry, CA 90601

Bankruptcy Case No.: 12-51569

Chapter 11 Petition Date: December 20, 2012

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Robert N. Kwan

Debtor's Counsel: Michael D. Good, Esq.
                  SOUTH BAY LAW FIRM
                  23440 Hawthorne Blvd Ste 270
                  Torrance, CA 90505
                  Tel: (310) 347-2687
                  Fax: (562) 435-6335
                  E-mail: mgood@southbaylawfirm.com

Scheduled Assets: $3,825,464

Scheduled Liabilities: $14,675,264

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/cacb12-51569.pdf

The petition was signed by A.J. Matsuura, chief executive officer.


BUILDERS FIRSTSOURCE: Hikes Liquidity by $93MM to Support Growth
----------------------------------------------------------------
Builders FirstSource, Inc., amended its first-lien term loan
agreement with affiliates of Highbridge Principal Strategies, LLC.
The company amended the Term Loan to enhance its liquidity
position to support both current and anticipated increases in
sales volume.

Floyd Sherman, Builders FirstSource chief executive officer said,
"Our year-over-year sales growth exceeded 30% in each of the past
four quarters, and we currently see no signs of our sales pace
slowing.  This strong growth prompted us to proactively seek
additional liquidity to support our higher working capital
requirements.  We believe the $93 million of incremental liquidity
to be provided by this transaction will enable us to continue
growing market share and take further advantage of improving
demand for housing."

Material terms of the amendment include:

   * Increasing the principal amount by $65 million

   * The additional principal was issued at 95.5%, resulting in
     approximately $60 million of net cash received after fees and
     expenses, with no modifications to interest rate and maturity

   * Reducing the minimum cash requirement from $35 million to $15
     million

   * Adding a separate $15 million letter of credit commitment by
     SunTrust Bank, which is expected to reduce the company's
     current cash collateral requirement for LC's by approximately
     $13 million upon satisfaction of certain post-closing
     conditions

   * Increasing the minimum specified collateral value to $225
     million, contingent upon maintaining certain levels of
     qualified cash

Commenting on the transaction, Builders FirstSource Senior Vice
President and Chief Financial Officer Chad Crow said, "This
transaction strengthens our cash and liquidity position, allowing
us to continue growing our revenue and improving our free cash
flow.  This transaction also provides the company greater
flexibility in the timing of improving our capital structure
through a more comprehensive refinancing of the company.  Net cash
received from the additional principal of approximately $60
million, along with the $20 million reduction in the minimum cash
requirement and the expected $13 million reduction in cash
collateral on our LC's, will increase the company's net liquidity
by approximately $93 million.  We believe this increase in
liquidity provides substantial room for growth and enhances our
ability to create long-term shareholder value."

Mr. Crow continued, "Our cash usage for fiscal 2012 is expected to
be higher than recent guidance due to the increase in working
capital necessary to support our higher-than forecasted sales
volume combined with continued commodity lumber and lumber sheet
goods price inflation.  As a result, proforma for the loan
amendment, we expect to end the year with approximately $130
million of cash and $115 million of net liquidity after
consideration of the reduced minimum cash requirement of $15
million.  Within the next 60 days, we expect an additional $13
million of liquidity to become available upon satisfaction of
certain conditions related to our new LC facility."

A copy of the Amended Financing Agreement is available at:

                       http://is.gd/4SY6FX

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in 9 states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

Builders FirstSource reported a net loss of $64.99 million in
2011, a net loss of $95.51 million in 2010, and a net loss of
$61.85 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$498.77 million in total assets, $439.91 million in total
liabilities and $58.86 million in total stockholders' equity.

                           *     *     *

In December 2012, Standard & Poor's Ratings Services revised its
outlook on Dallas-based Builders FirstSource Inc. to negative from
positive.

"At the same time, we affirmed our 'CCC' corporate credit rating
and affirmed our 'CC' issue rating on Builder FirstSource's $140
million second lien notes due 2016.  The recovery rating is '6',
which indicates our expectation for negligible (0% to 10%)
recovery in the event of a default," S&P said.


CENTRAL EUROPEAN: Issues 3 Million Common Shares to Roust Trading
-----------------------------------------------------------------
Central European Distribution Corporation issued 3 million shares
of common stock, par value $0.01 per share, to Roust Trading Ltd.
upon Roust Trading's request.  The securities were issued pursuant
to the Amended and Restated Securities Purchase Agreement, dated
July 9, 2012, between the parties.

                            About CEDC

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

Ernst & Young Audit sp. z o.o., in Warsaw, Poland, expressed
substantial doubt about Central European's ability to continue as
a going concern, following the Company's results for the fiscal
year ended Dec. 31, 2011.  The independent auditors noted that
certain of the Company's credit and factoring facilities are
coming due in 2012 and will need to be renewed to manage its
working capital needs.

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

                             Liquidity

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

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

                           *     *     *

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

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

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

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


CENTRAL FEDERAL: Uni Capital Stake Down to Less Than 1%
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Uni Capital LP, Uni Capital GP LLC, and Reid
S. Buerger disclosed that, as of Dec. 20, 2012, they beneficially
own 81,957 shares of common stock of Central Federal Corporation
representing 0.52% of the shares outstanding based on an aggregate
of 15,824,710 shares of common stock outstanding as of Oct. 31,
2012.  A copy of the filing is available for free at:

                        http://is.gd/shlTUp

                        About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Crowe Horwath LLP, in
Cleveland, Ohio, expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company's auditors
noted that the Holding Company and its wholly owned subsidiary
(CFBank) are operating under regulatory orders that require among
other items, higher levels of regulatory capital at CFBank.  The
Company has suffered significant recurring net losses, primarily
from higher provisions for loan losses and expenses associated
with the administration and disposition of nonperforming assets at
CFBank.  These losses have adversely impacted capital at CFBank
and liquidity at the Holding Company.  At Dec. 31, 2011,
regulatory capital at CFBank was below the amount specified in the
regulatory order.  Failure to raise capital to the amount
specified in the regulatory order and otherwise comply with the
regulatory orders may result in additional enforcement actions or
receivership of CFBank.

Central Federal reported a net loss of $5.42 million in 2011, a
net loss of $6.87 million in 2010, and a net loss of $9.89 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $222.13
million in total assets, $197.76 million in total liabilities and
$24.36 million in total stockholders' equity.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order required it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011, required date.


CENTRAL FEDERAL: Edward Cochran Named to Board of Directors
-----------------------------------------------------------
Central Federal Corporation, the parent company of CFBank,
appointed Edward W. Cochran as a director of the Company and
CFBank.

Mr. Cochran has been engaged in the practice of law for over 30
years since graduating from Columbia University Law School in
1975.  He is also a graduate of Harvard University, where he was a
Harvard National Scholar.  Mr. Cochran is admitted to practice
before the United States Supreme Court, as well as the courts of
Ohio, the U.S. District Court for the Northern District of Ohio,
and the United States Circuit Courts of Appeal for the Second,
Third, Sixth, Seventh and Ninth Circuits.  In addition, Ed is
involved in various business interests and is a successful
investor.

Bob Hoeweler, Chairman of the Board, commented, "We welcome Ed to
the Board and look forward to working with him.  Ed's skills and
experience augment those of the current Board members.
Additionally, Ed was extremely instrumental and supportive during
our recent successful capital raise."

Tim O'Dell, CEO, added, "We are excited to have Ed Cochran join
the Board of CFBank and Central Federal Corporation.  Ed has deep
business experience and is well connected to the local business
community.  Serving small to mid-sized businesses along with the
executives and entrepreneurs who own and run them is the key focus
of CF Bank.  Ed's business background and business connections
will enable him to be a strong contributor in helping us to ensure
the success and growth of CFBank."

Mr. Cochran was appointed to the Audit Committee and Proxy and
Stock Option Plan Committee of the Board of Directors.

In connection with the Company's registered public stock offering
which was completed in August 2012, Mr. Cochran purchased
1,066,667 shares at $1.50 per share.

                        About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Crowe Horwath LLP, in
Cleveland, Ohio, expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company's auditors
noted that the Holding Company and its wholly owned subsidiary
(CFBank) are operating under regulatory orders that require among
other items, higher levels of regulatory capital at CFBank.  The
Company has suffered significant recurring net losses, primarily
from higher provisions for loan losses and expenses associated
with the administration and disposition of nonperforming assets at
CFBank.  These losses have adversely impacted capital at CFBank
and liquidity at the Holding Company.  At Dec. 31, 2011,
regulatory capital at CFBank was below the amount specified in the
regulatory order.  Failure to raise capital to the amount
specified in the regulatory order and otherwise comply with the
regulatory orders may result in additional enforcement actions or
receivership of CFBank.

Central Federal reported a net loss of $5.42 million in 2011, a
net loss of $6.87 million in 2010, and a net loss of $9.89 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $222.13
million in total assets, $197.76 million in total liabilities and
$24.36 million in total stockholders' equity.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order required it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011, required date.


CHISEN ELECTRIC: Copies of Material Definitive Agreements
---------------------------------------------------------
Chisen Electric Jiangsu Co., Ltd., filed an amendment to the
Company's Form 8-K previously filed with the Securities and
Exchange Commission on Dec. 18, 2012, to attach the material
definitive agreements.

On Dec. 17, 2012, Chisen Electric executed an entrusted loan
agreement with Chaowei Power Holdings Limited and CITIC Trust Co.,
Ltd., pursuant to which the Lender will loan to Borrower 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.

The following are the material definitive agreements:

* RMB Capital Loan Contract, dated Dec. 17, 2012, by and between
  CITIC Trust Co., Ltd., and Chisen Electric Jiangsu Co., Ltd.

  http://is.gd/Yb2AOi

* Entrusted Supervision Contract of Personal Property, dated
  Dec. 17, 2012, by and among CITIC Trust Co., Ltd., Chaowei Power
  Supply Co., Ltd., and Chisen Electric Jiangsu Co., Ltd.

  http://is.gd/e249Jf

* Maximum Amount Equity Pledge Contract, dated Dec. 17, 2012, by
  and between Fast More Limited and CITIC Trust Co., Ltd.

  http://is.gd/x5NUqe

* Maximum Amount Equity Pledge Contract, dated Dec. 17, 2012, by
  and between Zhejiang Chisen Electric Co., Ltd., and CITIC Trust
  Co., Ltd.

  http://is.gd/nnEise

* Contract for Personal Property Mortgage in Maximum Amount
  (Contract #0010), dated Dec. 17, 2012, by and between Zhejiang
  Chisen Electric Co., Ltd. and CITIC Trust Co., Ltd.

  http://is.gd/jHW74P

* Contract for Personal Property Mortgage in Maximum Amount
  (Contract #0009), dated Dec. 17, 2012, by and between Chisen
  Electric Jiangsu Co., Ltd., and CITIC Trust Co., Ltd.

  http://is.gd/xRNK6j

* Contract for Personal Property Mortgage in Maximum Amount
(Contract #0008), dated Dec. 17, 2012, by and between Zhejiang
  Chisen Electric Co., Ltd and CITIC Trust Co., Ltd.

  http://is.gd/ixiz2W

* Contract for Personal Property Mortgage in Maximum Amount
(Contract #0011), dated Dec. 17, 2012, by and between Chisen
  Electric Jiangsu Co., Ltd. and CITIC Trust Co., Ltd.

  http://is.gd/FPHy55

* Joint Repayment Contract, dated Dec. 17, 2012, by and among
  Chisen Electric Jiangsu Co., Ltd., CITIC Trust Co., Ltd., and
  Zhejiang Chisen Electric Co., Ltd.

  http://is.gd/l2IpeX

* Guarantee Contract, dated Dec. 17, 2012, by and among Xu
  Kecheng, CITIC Trust Co., Ltd., Chisen Electric Jiangsu Co.,
  Ltd. and Zhejiang Chisen Electric Co., Ltd.

  http://is.gd/r3kgVU

                       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.


CPI CORP: Net Sales Down 26% in Third Quarter
---------------------------------------------
CPI Corp. on Dec. 31 reported the results for the fiscal 2012
third quarter ended November 10, 2012.

  -- Fiscal 2012 third-quarter net sales declined 26% to
     $69.5 million from $94.6 million in the prior-year third
     quarter.

  -- Third-quarter PictureMe Portrait Studio brand comparable store
     sales, described herein, decreased 15% versus the same period
     last year.

  -- Third-quarter Sears Portrait Studio brand comparable store
     sales, described herein, decreased 21% versus the same period
     last year.

  -- Third-quarter Kiddie Kandids comparable store sales, decreased
     13% versus the same period last year.

  -- Fiscal 2012 third-quarter Adjusted EBITDA improved to a loss
     of ($4.7) million from a loss of ($7.0) million in the prior-
     year third quarter primarily due to cost reductions at the
     corporate and field levels.

  -- Fiscal 2012 third-quarter diluted EPS declined to a loss of
     ($2.81) per share from a loss of ($1.03) per share in the
     prior-year period primarily due to comparable store sales
     declines, impairments and certain other charges.

                         Liquidity Update

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 December 31, 2012 and the Company's
engagement of an investment bank to solicit offers for a sale
transaction involving the Company.

As of November 10, 2012, the Company was not in compliance with
certain provisions of its Credit Agreement, as amended, including
the Minimum Period Cumulative EBITDAR covenant and certain studio
closure and lease abandonment provisions.  Since that time, the
Company has also fallen out of compliance with several additional
covenants and such noncompliance exists as of December 31, 2012.

The Credit Agreement and amounts owed thereunder are currently due
and the Company does not have sufficient resources to repay these
amounts.  The Company is currently negotiating a forbearance
agreement under which it is expected that the lenders will forbear
from exercising their rights and remedies under the Credit
Agreement until mid-January, subject to the Company's compliance
with certain conditions.  There can be no assurances that the
lenders will grant such waivers or amendments on commercially
reasonable terms, if at all.  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.  The interim financial information does not
include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount of and
classification of liabilities that may result should the Company
be unable to continue as a going concern.

                    Third-Quarter 2012 Results

The Company reported a net loss of ($20.2) million and ($7.3)
million, or ($2.81) and ($1.03) per diluted share, for the third
quarters ended November 10, 2012, and November 12, 2011,
respectively.  Earnings in the period were significantly affected
by comparable store sales declines, impairments and certain other
charges.  Adjusted EBITDA improved to ($4.7) million in the third
quarter of 2012 from ($7.0) million in the prior year third
quarter.

Net sales for the third quarter of fiscal 2012 decreased ($25.1)
million, or (26.50)%, to $69.5 million from the $94.6 million
reported in the fiscal 2011 third quarter.  Net sales for the 2012
third quarter were negatively impacted by net studio closings
($10.5 million), net revenue recognition change ($2.4 million),
Bella Pictures operations ($1.9 million) and other items
($256,000).  Excluding the above impacts, comparable same-store
sales in the quarter decreased approximately 13%.

Net sales from the Company's PictureMe Portrait Studio (PMPS)
brand, on a comparable same-store basis, excluding impacts of net
revenue recognition change, studio closures and other items
totaling $4.3 million, decreased 15% in the third quarter of 2012
to $36.8 million from $43.2 million in the third quarter of 2011.
The decrease in PMPS sales for the third quarter was the result of
a 14% decline in the average sale per customer sitting and a 1%
decline in the number of sittings.

Net sales from the Company's Sears Portrait Studio (SPS) brand, on
a comparable same-store basis, excluding impacts of net revenue
recognition change, studio closures and other items totaling $0.6
million, decreased 21% in the third quarter of 2012 to $29.1
million from $36.9 million in the third quarter of 2011.  The
decrease in SPS sales for the third quarter was the result of a
14% decline in the average sale per customer sitting and a 8%
decline in the number of sittings.

Net sales from the Company's Kiddie Kandids (KK) studio operations,
on a comparable same-store basis, excluding impacts of net revenue
recognition change, studio closures and other items totaling $3.4
million, decreased 13% in the third quarter of 2012 to $2.6
million from $2.9 million in the third quarter of 2011.  The
decrease in KK sales for the third quarter was the result of a 12%
decline in the average sale per customer sitting and a 2% decline
in the number of sittings.

The Bella Pictures operations contributed approximately $1.7
million in net sales in the third quarter of 2012, down 54% from
net sales of $3.6 million in the third quarter of 2011.  Effective
in the second quarter of fiscal year 2012, the Company no longer
pursued the business model and on December 17, 2012, the Company
sold the Bella Pictures tradename, certain assets and all
remaining customer contracts.  The sale will result in a net cash
payout of approximately $195,000, primarily related to customer
deposits received on open contracts.  Also in the second quarter
of 2012, the Company discontinued its Portrait Gallery from Bella
Pictures operations.

Excluding the effects of impairments and other charges in both
periods, costs and expenses were $76.2 million in the third
quarter of 2012, a 28% decline from $106.1 million reported in the
comparable prior-year period.

Cost of sales, excluding depreciation and amortization expense,
decreased to $7.0 million in the third quarter of 2012 from $8.6
million in the third quarter of 2011 primarily due to lower
overall production levels, offset in part by a higher-cost product
mix and higher shipping charges resulting from certain promotional
events.

Selling, general and administrative expense declined to $67.2
million in the third quarter of 2012 from $92.9 million in the
third quarter of 2011, primarily due to net reductions in studio,
field and corporate employment costs, lower host commission
expense due to lower sales levels and reduced advertising
expenses, partially offset by increased employee insurance costs.

Depreciation and amortization expense was $2.0 million in the
third quarter of 2012, compared with $4.6 million in the third
quarter of 2011.  Expense decreased in 2012 primarily as a result
of significant impairment charges recognized during the fourth
quarter of fiscal year 2011 and throughout fiscal year 2012, which
resulted in lowering or eliminating the depreciable base on many
of the Company's long-lived assets.  The Company also sold a
number of properties during fiscal year 2012, which is
contributing to the decrease in depreciation expense in the third
quarter of 2012.

Impairment charges in the third quarter of 2012 were $4.0 million
and consisted of $0.8 million and $3.2 million in charges related
to the impairment of certain long-lived property and equipment and
certain intangible long-lived assets, respectively.

In the third quarter of 2012, the Company recognized $3.1 million
in other charges, compared with $699,000 in the third quarter of
2011.  The current-quarter charges primarily relate to costs
incurred in connection with the debt renegotiation and costs
incurred as the Company winds down its Bella Pictures operation.
The prior-year charges primarily related to severance and certain
litigation costs.

Net interest expense increased to $6.1 million in the third
quarter of 2012 from $1.3 million in the third quarter of fiscal
2011, primarily as the result of higher average borrowings, the
write-off of certain prepaid debt fees and higher interest charges
and fees resulting from the Second Amendment to the Credit
Agreement.

Income tax expense was $176,000 in the third quarter of 2012
compared to an income tax benefit of $7.4 million in the third
quarter of 2011.  The resulting effective tax rates were (1)% and
54% in 2012 and 2011, respectively.  Beginning in the fourth
quarter of fiscal 2011, the Company established valuation
allowances against all of its deferred tax assets.  Income tax
expense in the third quarter of 2012 is the result of current
income taxes payable in certain foreign taxing jurisdictions.  In
the third quarter of 2011, income taxes were impacted by a change
in the annualized effective tax rate, as well as certain tax
benefits recognized related to a previous uncertain tax position.

               Preliminary Fourth-Quarter Net Sales

The Company's preliminary comparable same-store net sales on a
point-of-sale basis for the first six (6) weeks of the fourth
quarter of fiscal 2012 declined 22% to $50.1 million from $64.4
million in the same period last year.  The number of sittings
decreased 10% from the prior year and the average sale per
customer sitting decreased 14% period over period.

                          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.


D MEDICAL: Shareholders Meet Jan. 21 on Pact With CEO
-----------------------------------------------------
D Medical Industries Ltd. will hold an extraordinary general
meeting of the Company's shareholders on Jan. 21, 2013, at 16:00
p.m. (Israel time), at the Company's registered office, located at
Granot Venture Building, 3rd floor, Granot, Israel.

The agenda of the Meeting will be:

  (1) Approval of the terms of service of Mr. David Schwartz as
      the Company's CEO and director;

  (2) Approval of the terms of service of Mr. Yaacov Bar Lev as
      the Company's Chairman; and

  (3) Appointment of an auditor.

                          About D. Medical

D. Medical -- http://www.dmedicalindustries.com/-- is a medical
device company that holds through its subsidiaries a portfolio of
products and intellectual property in the area of insulin and drug
delivery.  D. Medical has developed durable and semi-disposable
insulin pumps, which continuously infuse insulin into a patient's
body, using its proprietary spring-based delivery technology.  D.
Medical believes that its spring-based delivery mechanism is cost-
effective compared to the motor and gear train mechanisms that
drive competitive insulin pumps and also allows it to incorporate
certain advantageous functions and design features in its insulin
pumps.

The Company reported a net loss of NIS 48.30 million on
NIS 1.51 million of sales for 2011, compared with a net loss of
NIS 45.89 million on NIS 1.26 million of sales for 2010.

The Company's balance sheet at Sept. 30, 2012, showed
NIS8.7 million in total assets, NIS7.7 million in total
liabilities, and equity of NIS1.0 million.

As reported by the Troubled Company Reporter on July 18, 2012,
Kesselman & Kesselman, in Haifa, Israel, expressed substantial
doubt about D. Medical Industries Ltd.'s ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses and negative cash flows from
operations.


DEX ONE: CTO A. Banerjea Jumps to NBCUniversal
----------------------------------------------
Dex One Corporation Senior Vice President and Chief Technology
Officer Atish Banerjea, has accepted a senior leadership position
with NBCUniversal and will be leaving Dex One on Jan. 25, 2013.
Mr. Banerjea's responsibilities will be divided between the
Company's Senior Vice President and Chief Strategy Officer, David
Sharman, and Vice President and acting Chief Technology Officer,
Satish Shetty.

                           About Dex One

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  Revenue was
approximately $1.1 billion for the LTM period ended Sept. 30,
2010.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852).  They emerged from bankruptcy on Jan. 29,
2010.  On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.86 billion in total assets, $2.77 billion in total liabilities,
and $92.03 million in total shareholders' equity.

                            *     *     *

As reported in the April 2, 2012 edition of the TCR, Moody's
Investors Service has downgraded the corporate family rating (CFR)
for Dex One Corporation's to Caa3 from B3 based on Moody's view
that a debt restructuring is inevitable.  Moody's has also changed
Dex's Probability of Default Rating (PDR) to Ca/LD from B3
following the company's purchase of about $142 million of par
value bank debt for about $70 million in cash.  The Caa3 rating
also reflects Moody's view that additional exchanges at a discount
are likely in the future since the company amended its bank
covenants to make it possible to repurchase additional bank debt
on the open market through the end of 2013.

As reported by the TCR on April 4, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Cary, N.C.-based
Dex One Corp. and related entities to 'CCC' from 'SD' (selective
default).  "The upgrade reflects our assessment of the company's
credit profile after the completion of the subpar repurchase
transaction in light of upcoming maturities, future subpar
repurchases, and our expectation of a continued week operating
outlook," explained Standard & Poor's credit analyst Chris
Valentine.


DEX ONE: Hayman Capital Discloses 9.9% Equity Stake
---------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Hayman Capital Management, L.P., Hayman Investments,
L.L.C., and Kyle Bass disclosed that, as of Dec., 12. 2012, they
beneficially own 5,064,550 shares of common stock of Dex One
Corporation representing 9.95% of the shares outstanding.  A copy
of the filing is available for free at http://is.gd/N25DPj

                           About Dex One

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  Revenue was
approximately $1.1 billion for the LTM period ended Sept. 30,
2010.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852).  They emerged from bankruptcy on Jan. 29,
2010.  On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.86 billion in total assets, $2.77 billion in total liabilities,
and $92.03 million in total shareholders' equity.

                            *     *     *

As reported in the April 2, 2012 edition of the TCR, Moody's
Investors Service has downgraded the corporate family rating (CFR)
for Dex One Corporation's to Caa3 from B3 based on Moody's view
that a debt restructuring is inevitable.  Moody's has also changed
Dex's Probability of Default Rating (PDR) to Ca/LD from B3
following the company's purchase of about $142 million of par
value bank debt for about $70 million in cash.  The Caa3 rating
also reflects Moody's view that additional exchanges at a discount
are likely in the future since the company amended its bank
covenants to make it possible to repurchase additional bank debt
on the open market through the end of 2013.

As reported by the TCR on April 4, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Cary, N.C.-based
Dex One Corp. and related entities to 'CCC' from 'SD' (selective
default).  "The upgrade reflects our assessment of the company's
credit profile after the completion of the subpar repurchase
transaction in light of upcoming maturities, future subpar
repurchases, and our expectation of a continued week operating
outlook," explained Standard & Poor's credit analyst Chris
Valentine.


DEX ONE: Keeps Seeking Joinders From Lenders on Plan Deals
----------------------------------------------------------
Dex One Corporation received signature pages to the Support and
Limited Waiver Agreement, dated as of Dec. 5, 2012, by and among
Dex One, certain of its subsidiaries, JP Morgan Chase Bank, N.A,
Deutsche Bank Trust Company Americas and certain of the lenders
under its senior secured credit facilities from sufficient lenders
such that more than half in number of the holders, and more than
two-thirds in amount, of the debt issued under each of the Dex One
Credit Facilities have become parties to the Dex One Support
Agreement.  Dex One was also notified that more than half in
number of the holders, and more than two-thirds in amount, of the
debt issued under SuperMedia Inc.'s senior secured credit facility
have become parties to the Support and Limited Waiver Agreement,
dated as of Dec. 5, 2012.

As a result, the number of lenders contractually obligated to vote
in favor of certain voluntary pre-packaged plans under Chapter 11
of the U.S. bankruptcy code that would effect the contemplated
merger between Dex One and SuperMedia exceeds the thresholds
required for approval of those pre-packaged plans by those
creditors under applicable bankruptcy law.

Each of Dex One and SuperMedia intends to (a) continue seeking
joinders from lenders under the Dex One Credit Facilities and the
SuperMedia Credit Facility to the Dex One Support Agreement and
the SuperMedia Support Agreement (so the foregoing percentages may
increase), (b) continue seeking consents from lenders under the
Dex One Credit Facilities and the SuperMedia Credit Facility to
certain amendments to the Dex One Credit Facilities and the
SuperMedia Credit Facility in an out of court process, (c) solicit
approval of the Plans from lenders under the Dex One Credit
Facilities and the SuperMedia Credit Facility, and (d) solicit
approval of the Plans and the Amended and Restated Agreement and
Plan of Merger governing the Merger from the stockholders of each
company.  Dex One expects these solicitations to commence in the
first quarter.

                           About Dex One

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  Revenue was
approximately $1.1 billion for the LTM period ended Sept. 30,
2010.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852).  They emerged from bankruptcy on Jan. 29,
2010.  On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.86 billion in total assets, $2.77 billion in total liabilities,
and $92.03 million in total shareholders' equity.

                            *     *     *

As reported in the April 2, 2012 edition of the TCR, Moody's
Investors Service has downgraded the corporate family rating (CFR)
for Dex One Corporation's to Caa3 from B3 based on Moody's view
that a debt restructuring is inevitable.  Moody's has also changed
Dex's Probability of Default Rating (PDR) to Ca/LD from B3
following the company's purchase of about $142 million of par
value bank debt for about $70 million in cash.  The Caa3 rating
also reflects Moody's view that additional exchanges at a discount
are likely in the future since the company amended its bank
covenants to make it possible to repurchase additional bank debt
on the open market through the end of 2013.

As reported by the TCR on April 4, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Cary, N.C.-based
Dex One Corp. and related entities to 'CCC' from 'SD' (selective
default).  "The upgrade reflects our assessment of the company's
credit profile after the completion of the subpar repurchase
transaction in light of upcoming maturities, future subpar
repurchases, and our expectation of a continued week operating
outlook," explained Standard & Poor's credit analyst Chris
Valentine.


DJA CORP: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: DJA, Corp.
        dba BA Trevi Zone
        32250 Mission Trail
        Lake Elsinore, CA 92530

Bankruptcy Case No.: 12-37760

Chapter 11 Petition Date: December 20, 2012

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Judge: Mark S. Wallace

Debtor's Counsel: Stephen R. Wade, Esq.
                  THE LAW OFFICES OF STEPHEN R WADE
                  350 W Fourth St
                  Claremont, CA 91711
                  Tel: (909) 985-6500
                  Fax: (909) 399-9900
                  E-mail: laurel@srwadelaw.com

Estimated Assets: $0 to $50,000

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/cacb12-37760.pdf

The petition was signed by Michel Knight, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Michel Knight and Mei Knight           10-19734   04/01/10


DONNERAIL LLC: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Donnerail,LLC
        4550 Ironworks Pike
        Lexington, KY 40511

Bankruptcy Case No.: 12-53182

Chapter 11 Petition Date: December 20, 2012

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Judge: Tracey N. Wise

Debtor's Counsel: Jamie L. Harris, Esq.
                  DELCOTTO LAW GROUP PLLC
                  200 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  E-mail: jharris@dlgfirm.com

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

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

The Company's list of 20 largest unsecured creditors contains only
one one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Foley Bryant Holloway     Legal services         $2,228
& Raluy
500 W. Jefferson,
Ste 2450
Louisville, KY 40202

The petition was signed by Harry L. Seeger III, member.


DYNASIL CORP: Fails to Meet Financial Covenants in Loan Agreements
------------------------------------------------------------------
Dynasil Corporation of America on Dec. 31 disclosed that the
Company has failed to comply with the financial covenants set
forth in the terms of its outstanding indebtedness for its fiscal
fourth quarter ended September 30, 2012.  These covenants require
the Company to maintain specified ratios of earnings before
interest, taxes, depreciation and amortization (EBITDA) to fixed
charges and to total/senior debt.

The Company continues to be current with all principal and
interest payments due on all its outstanding indebtedness and
management expects to continue discussions with its lenders to
address the financial covenant situation.

These financial covenant defaults give the lenders the right to
accelerate the maturity of the indebtedness outstanding and
foreclose on any security interest.  Furthermore, Sovereign Bank,
N.A., the Company's senior lender, may, at its option, impose a
default interest rate with respect to the senior debt outstanding,
which is 5% higher than the rate otherwise in effect.  To date,
the lenders have not taken any such actions.  However, the Company
cannot predict when or whether a resolution of this situation will
be achieved.

As of September 30, 2012, the Company had total indebtedness
outstanding of approximately $12.0 million, consisting of
approximately $9.0 million of senior debt owed to Sovereign Bank
and approximately $3.0 million of subordinated debt owed to
Massachusetts Capital Resources Company.  The Company's
indebtedness is secured by substantially all the accounts and
assets of the Company and is guaranteed by its subsidiaries.

The causes for the covenant violations are lower revenue and
higher than expected expenses in the Company's Dynasil Products
and RMD divisions during the fiscal quarter ended September 30,
2012, combined with the continued investment in Dynasil Biomedical
Corp. and the Company's Dual Mode nuclear detection initiative.
In addition, the Company incurred a significant, non-recurring
charge of approximately $466,000 to its selling, general and
administrative expenses during that quarter related to costs
incurred as a result of a review, under the direction of the Audit
Committee of the Board, of certain cash application processes and
billing practices of the RMD division.  This investigation has
been completed and has resulted in modifications in the division's
practices and internal controls.  The Company does not anticipate
additional expenses for this matter.

The Company has recently taken and will continue to take actions
to improve its liquidity, including the implementation of a number
of initiatives designed to conserve cash, optimize profitability
and right-size the cost structure of its various businesses.  The
Company has retained Argus Management Corporation and expects to
engage an investment bank as financial advisors to assist it in
evaluating strategic and restructuring alternatives.

However, because of the uncertainty of any resolution of the
covenant violations and possibility of an acceleration of the
indebtedness by the lenders, the Company will reclassify all of
its outstanding indebtedness as a current liability when it
reports its results for the fiscal year ended September 30, 2012.
As a result, the Company's independent registered public
accountants, McGladrey LLP, will include a "going concern"
qualification in its audit opinion with respect to such financial
statements.  Furthermore, as a result of the decline in the fair
value of certain business operations, the Company expects it will
record significant non-cash goodwill and long-lived asset
impairment charges as of September 30, 2012, though at this time
it is unable to provide any estimate of such impairment charges.

The Company plans to file a Notification of Late Filing on Form
12b-25 with the SEC on January 2, 2013 that will allow the Company
to extend the deadline to file its Annual Report on Form 10-K by
15 calendar days.  The Company has taken this step in order to
have more time to finalize the preparation of its financial
statements for the fiscal year ended September 30, 2012 and
complete the audit process.  With this extension, the Company's
Form 10-K will be deemed timely filed if it is filed not later
January 15, 2013.  The Company intends to file the Form 10-K as
soon as practicable.

                           About Dynasil

Dynasil Corporation of America -- http://www.dynasil.com--
develops and manufactures detection and analysis technology,
precision instruments and optical components for the homeland
security, medical and industrial markets.  The Company is based in
Watertown, Massachusetts, with additional operations in Mass.,
Minn., NY, NJ and the United Kingdom.


EASTMAN KODAK: To Receive $525 Million From Sale of IP Assets
-------------------------------------------------------------
Eastman Kodak Company entered into agreements relating to the
monetization of certain of its intellectual property assets,
including the sale of its digital imaging patents.  These
agreements include:

   * the Patent Sale Agreement between Kodak and Intellectual
     Ventures Fund 83 LLC;

   * the Patent Ownership Rights Transfer and Assignment Agreement
     among Kodak, IV, FlashPoint Technology Inc. and Apple Inc.;

   * the Stock Transfer and Release Agreement between Kodak and
     FlashPoint; and

   * the Letter Agreement between Kodak and FUJIFILM Corporation.

Kodak will receive $525 million pursuant to the transactions
contemplated by the agreements.  A portion of this sum will be
paid by a consortium of companies organized by IV and RPX
Corporation, which includes Adobe Systems Incorporated, Amazon
Fulfillment Services, Inc., Apple, Facebook, Inc., FUJIFILM
Corporation, Huawei Technologies Co., Ltd., Google Inc., H.T.C.
(B.V.I.) Corporation, Microsoft Corporation, Research In Motion
Limited, Samsung Electronics Co., Ltd. and Shutterfly, Inc., with
each Licensee receiving certain license rights with respect to the
digital imaging patents and certain other Kodak patents.  Another
portion of this sum will be paid by IV, which is acquiring the
digital imaging patent portfolio subject to the license rights
granted to the Licensees and retained by Kodak pursuant to the
Transaction, and subject to previously existing licenses.  As part
of the Transaction, Kodak will enter into grant-back licenses with
IV and Apple, under which Kodak and its subsidiaries and divested
entities will retain licenses under the patent assets sold
pursuant to the Sale Agreement.

The agreements are subject to the approval of the United States
Bankruptcy Court for the Southern District of New York.  A
hearing, at which Kodak and its affiliated debtors and debtors in
possession will seek approval of the consummation of the
Transaction, is scheduled to be held before the Bankruptcy Court
on Jan. 11, 2013, at 10:00 a.m. (Eastern Time).

1. The Sale Agreement

The Sale Agreement provides that Kodak will sell and assign, and
IV will purchase the patents and patent applications comprising
Kodak's digital imaging patent portfolio and certain related
royalty streams free and clear of claims and interests, and will
assume certain related liabilities.

At the closing of the Transaction, IV will pay to Kodak a purchase
price of $527 million, less the license fees to be paid pursuant
to the Transaction by the Licensees, and subject to adjustment for
certain expenses incurred by IV.  IV will pay $5 million of the
closing amount to FlashPoint on behalf of Kodak to effect the
settlement contemplated by the FlashPoint Settlement Agreement.

Simultaneous with the Closing, Kodak will grant to each Licensee a
license under the Assigned Patents pursuant to Bidco DC/KISS
Patent License Agreements between Kodak and each of the Licensees,
and will enter into Retained Patents License Agreements with each
of the Licensees.

2. The FlashPoint Agreements

Pursuant to the FlashPoint Settlement Agreement, IV will pay to
FlashPoint, on behalf of Kodak, $5 million of the proceeds of the
Sale at Closing, subject to the satisfaction of certain
conditions.  On the payment date, FlashPoint will relinquish and
release any and all claims with respect to the Assigned Patents
and release Apple, IV, Kodak and the Licensees from all actions
and claims related to the allegations in the proceeding before the
Bankruptcy Court captioned Eastman Kodak Company v. Apple Inc. and
FlashPoint Technology, Inc., (Adv. Proc. No. 12-01720) and
infringement of the Assigned Patents.  FlashPoint will dismiss
with prejudice all its claims in the Adversary Proceeding.  Also
upon the payment by IV to FlashPoint pursuant to the FlashPoint
Settlement Agreement, Apple and IV will grant a license to
FlashPoint and its affiliates under certain Assigned Patents,
subject to certain limitations.

Pursuant to the Stock Transfer Agreement, FlashPoint will
relinquish and release the license rights and covenants not to sue
granted by Kodak to FlashPoint pursuant to certain development
agreements with Kodak, and its rights to all other patents owned
by Kodak, and Kodak will transfer certain shares of FlashPoint
stock to FlashPoint, shares of stock of Modesmata Corporation to
Modesmata, and shares of stock of Hanei Corporationto Hanei.
Subject to certain conditions, FlashPoint will pay to Kodak
approximately $1.68 million in connection with the share transfer
and release.

The FlashPoint Settlement Agreement and Stock Transfer Agreement
will terminate if the Sale Agreement is terminated prior to
Closing, or if the Final Sale Order is not approved prior to the
Closing in a manner that approves the FlashPoint Agreements.

3. The Fuji Letter Agreement

Pursuant to the Fuji Letter Agreement, and concurrently with the
transactions contemplated by the Bidco DC/KISS Patent License
Agreements and Retained Patents License Agreements, (i) certain
patent cross license agreements between Kodak and FUJIFILM will be
amended to allow assignment and sublicensing of Kodak's rights
thereunder and will be assumed by Kodak, (ii) the proof of claim
number 5841 filed by FUJIFILM in the Debtors' chapter 11 cases
will be allowed as a general unsecured prepetition claim against
the Debtors' estates, and (iii) the parties agree to a mutual
three-year standstill of all patent infringement claims relating
to or arising from certain products and software related to
printing.

At the Closing of the Transaction, pursuant to the Sale Agreement,
Kodak will enter into the Grant-Back License Agreements, the Bidco
DC/KISS Patent License Agreements and the Retained Patents License
Agreements.

IV and Apple will each grant a license back to Kodak under the
Assigned Patents pursuant to Grant-Back License Agreements between
Kodak and each of IV and Apple.

Kodak will also grant to each Licensee a license under the patents
and patent applications that Kodak is not selling in the
Transaction or that are owned by Kodak within six months after
Closing pursuant to Retained Patents License Agreements between
Kodak and each Licensee, provided that the license under the
Retained Patents does not extend to certain products and software
related to printing.

Pursuant to the Retained Patents License Agreements, Kodak will
grant to each Licensee, and each Licensee will grant to Kodak, a
release of all patent infringement or other violation claims, and
Kodak and each Licensee will dismiss certain pending claims
against each other.  If a Licensee or any of its subsidiaries
files certain patent infringement claims against Kodak or any of
its subsidiaries or divested businesses, the license to that
Licensee may under certain conditions terminate with respect to
patents owned by the target of such claim.  Kodak, its divested
businesses and each Licensee will refrain from filing certain
patent infringement suits against each other for a period of up to
two years, during which damages will accrue and defenses will be
tolled.

                        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.


ENERGY FUTURE: Has Private Exchange Offers for Debt Securities
--------------------------------------------------------------
Energy Future Holdings Corp. announced that its direct, wholly
owned subsidiary, Energy Future Intermediate Holding Company LLC,
and EFIH Finance Inc., a direct, wholly owned subsidiary of EFIH,
are commencing private exchange offers to exchange up to
approximately $1.3 billion aggregate principal amount of new
10.000% Senior Secured Notes due 2020 of the Offerors for any and
all outstanding (i) 9.75% Senior Secured Notes due 2019 of EFH
Corp., (ii) 10.000% Senior Secured Notes due 2020 of EFH Corp.,
and (iii) 9.75% Senior Secured Notes due 2019 of the Offerors.
In addition, concurrent with the First Lien Exchange Offers, the
Offerors and EFH Corp. are soliciting consents from holders of
Existing First Lien Notes to proposed amendments to the indentures
governing the Existing First Lien Notes and to those Existing
First Lien Notes.

The Offerors are also commencing exchange offers to exchange up to
approximately $124 million aggregate principal amount of
11.25%/12.25% Senior Toggle Notes due 2018 of the Offerors for any
and all outstanding (i) 10.875% Senior Notes due 2017 of EFH
Corp., and (ii) 11.250%/12.000% Senior Toggle Notes due 2017 of
EFH Corp.  The Offerors will exchange New Senior Toggle Notes for
Existing Unsecured Notes, subject to the conditions of the
Unsecured Exchange Offers.

The Exchange Offers for each series of Existing Notes will expire
at 5:00 p.m., New York City time, on Jan. 24, 2013.  The Consent
Solicitations for each series of Existing First Lien Notes will
expire at 5:00 p.m., New York City time, on Jan. 24, 2013.
Tendered Existing Notes may be withdrawn at any time at or prior
to the Expiration Date and Consents delivered may be revoked at
any time at or prior to the Consent Date.

A copy of the press release is available at http://is.gd/SFxQBW

A copy of the Form 8-K is available at http://is.gd/CH7qmd

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$42.73 billion in total assets, $51.90 billion in total
liabilities and a $9.16 billion total deficit.

                           *     *     *

As reported by the TCR on Aug. 15, 2012, Moody's downgraded the
Corporate Family Rating (CFR) of EFH to Caa3 from Caa2 and
affirmed its Caa3 Probability of Default Rating (PDR) and SGL-4
Speculative Grade Liquidity Rating.  The downgrade of EFH's CFR to
Caa3 from Caa2 reflects the company's financial distress and
limited financial flexibility.

As reported by the TCR on Dec. 7, 2012,  Fitch Ratings has lowered
the Issuer Default Rating (IDR) of EFH to 'Restricted Default'
(RD) from 'CC'.  Fitch Ratings has deemed the recently concluded
exchange offer to exchange a portion of the LBO notes and legacy
notes at Energy Future Holdings Corp (EFH) for new 11.25%/12.25%
senior toggle notes due 2018 at Energy Future Intermediate Holding
Company LLC (EFIH) as a distressed debt exchange (DDE).

In the Dec. 28, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit ratings on EFIH,
TCEH, and EFCH to 'CC' from 'CCC'.  "We lowered to 'CC' from 'CCC'
our corporate credit rating on EFH subsidiary EFCH.  EFCH
guarantees TCEH's senior secured debt (which
includes the revolver) and so falls to 'CC' along with TCEH," S&P
said.


EPICEPT CORP: Terminates Employment of SVP Dileep Bhagwat
-----------------------------------------------------
EpiCept Corporation and Dileep Bhagwat, the Company's Senior Vice
President of Pharmaceutical Development, agreed that, effective
Dec. 15, 2012, his employment with the Company will terminate.

                     About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Deloitte & Touche LLP, in Parsippany,
New Jersey, noted that the Company's recurring losses from
operations and stockholders' deficit raise substantial doubt about
its ability to continue as a going concern.

Epicept reported a net loss of $15.65 million in 2011, a net loss
of $15.53 million in 2010, and a net loss of $38.81 million in
2009.

The Company's balance sheet at Sept. 30, 2012, showed $2.86
million in total assets, $16.03 million in total liabilities and a
$13.16 million in total stockholders' deficit.


FENTURA FINANCIAL: Terminates Offerings Under 1996 Option Plans
---------------------------------------------------------------
Fentura Financial, Inc., filed post-effective amendments to the
Forms S-8 relating to the following Registration Statements:

   (1) Registration Statement No. 333-137103 registering 85,622
       shares of common stock for issuance under the Fentura
       Financial, Inc., 1996 Employee Stock Option Plan; and

   (2) Registration Statement No. 333-137104 registering 65,950
       shares of common stock for issuance under the Fentura
       Financial, Inc.. 1996 Nonemployee Director Stock Option
       Plan.

The Company has terminated all offerings of its securities
pursuant to its existing registration statements.  Accordingly,
the Company terminates the effectiveness of the Registration
Statements, and removes from registration any securities that had
been registered for issuance but that remain unsold at the
termination of the offering.

                       About Fentura Financial

Based in Fenton, Michigan, Fentura Financial, Inc., is a
registered bank holding company, owns and controls The State Bank,
Fenton, Michigan, and West Michigan Community Bank, Hudsonville,
Michigan, both state nonmember banks, and two nonbank
subsidiaries.  Fentura Financial shares are traded over the
counter under the FETM trading symbol.

Fentura Financial, Inc., entered into a Written Agreement with
the Federal Reserve Bank of Chicago on Nov. 4, 2010.  Among
other things, the Written Agreement requires that the Company
obtain the approval of the FRB prior to paying a dividend;
requires that the Company obtain the approval of the FRB prior to
making any distribution of interest, principal, or other sums on
subordinated debentures or trust preferred securities; prohibits
the Company from purchasing or redeeming any shares of its stock
without the prior written approval of the FRB; requires the
submission of a written capital plan by Jan. 3, 2011, and;
requires the Company to submit cash flow projections for the
Company to the FRB on a quarterly basis.

The Company reported a net loss of $1.51 million in 2011, compared
with a net loss of $5.38 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $306.50
million in total assets, $290.64 million in total liabilities and
$15.85 million in total stockholders' equity.


FIRST PHILADELPHIA: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: First Philadelphia Holdings, LLC
        3000 Atrium Way, Suite 219
        Mount Laurel, NJ 08054

Bankruptcy Case No.: 12-39767

Chapter 11 Petition Date: December 26, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Camden)

Judge: Chief Judge Gloria M. Burns

Debtor's Counsel: Maureen P. Steady, Esq.
                  12000 Lincoln Drive West, Suite 208
                  Marlton, NJ 08053
                  Tel: (856) 396-0540
                  Fax: (609) 482-8011
                  E-mail: msteady@mac.com
                          maureen.steady@gmail.com

Scheduled Assets: $15,000,000

Scheduled Liabilities: $10,346,981

The petition was signed by George M. Diemer, the Debtor's managing
member.

List of the Debtor's Six Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Fineman Krekstein & Harris, P.C.   Legal Services       $89,628.08
Mellon Bank Center
1735 Market Street
Suite 600
Philadelphia, PA 19103

Town Shapes                        Professional         $84,551.00
2 Tower Center Blvd.               Services
19th Floor
East Brunswick, NJ 08816

George M. Diemer                                           Unknown

Kancher Law Firm                   Legal Services       $11,592.23

Stantec                            Professional         $17,747.18
                                   Services

The Martin Architectural Group     Professional         $33,963.00
                                   Services


FOXFIELD LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Foxfield LLC
        P.O. Box
        Manville, RI 02838

Bankruptcy Case No.: 12-13913

Chapter 11 Petition Date: December 20, 2012

Court: United States Bankruptcy Court
       District of Rhode Island (Providence)

Judge: Diane Finkle

Debtor's Counsel: Raymond J. Haskell, Jr., Esq.
                  LAW OFFICE OF RAYMOND J. HASKELL, JR.
                  215 Villa Avenue
                  North Providence, RI 02904
                  Tel: (401) 288-8343
                  E-mail: rayhaskel@aol.com

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

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

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

The petition was signed by Kevin J. O'Sullivan, president.


GREEN ENDEAVORS: Amends 2nd and 3rd Quarters' Financials
--------------------------------------------------------
Green Endeavors, Inc., amended and restated the quarterly reports
for the periods ended June 30, 2011, and Sept. 30, 2011.  The
Company's consolidated financial statements have been restated to
correct the reporting of obligations arising from convertible debt
of the Company as derivative obligations of the Company and to
report the calculations of the potential obligations that arise
from that classification.

The Company's restated statements of operations for the quarter
ended June 30, 2011, reflect a net loss of $137,746 on $688,309 of
total revenue, compared with a net loss of $105,775 on $688,309 of
total revenue as originally reported.

As restated, the Company reported net income of $14,958 on
$707,763 of total revenue for the three months ended Sept. 30,
2011, compared with net income of $24,323 on $707,763 of total
revenue as previously disclosed.

The Company's restated balance sheet at Sept. 30, 2011, showed
$1.06 million in total assets, $4.49 million in total liabilities
and a $3.43 million total stockholders' deficit.  The Company
originally reported $1.06 million in total assets, $4.37 million
in total liabilities and a $3.31 million total stockholders'
deficit at Sept. 30, 2011.

Copies of the amended quarterly reports are available for free at:

                        http://is.gd/6xxkmH
                        http://is.gd/3FhUaA

Green Endeavors, Inc., through its two wholly-owned subsidiaries,
Landis Salons, Inc., 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.

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.

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.

In the auditiors' report accompanying the 2011 financial results,
Madsen & Associates CPA's, Inc., in Salt Lake City,
Utah, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company will need additional working capital for its planned
activity and to service its debt.


GREENSHIFT CORP: Maturity of YA Global Debt Extended to March 31
----------------------------------------------------------------
GreenShift Corporation and YA Global Investments, L.P., entered
into an amended Forbearance Agreement dated as of Nov. 30, 2012.
Pursuant to the Amendment, YA Global agreed to extend the maturity
date of the debt due to YA Global and its assignees from Dec. 31,
2012, to March 31, 2013.

                   About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.

In its audit report on the consolidated financial statements for
the year ended Dec. 31, 2011, Rosenberg Rich Baker Berman &
Company, in Somerset, New Jersey, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered losses
from operations and has a working capital deficiency as of
Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $7.67
million in total assets, $46.84 million in total liabilities and a
$39.17 million total stockholders' deficit.


HAMPTON ROADS: Eddie Cooke Joins as BHR Vice President
------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced that Joseph E. (Eddie)
Cooke has joined BHR as a Vice President and commercial lender
serving the Outer Banks, North Carolina market.  Cooke will report
to Chuck Parker, President, Outer Banks Market.

Douglas J. Glenn, president and chief executive officer of the
Company and chief executive officer of BHR, said, "We welcome
Eddie to our team.  He brings three decades of experience in
commercial and small business lending and other financial
services.  With the addition of Eddie, we continue our progress in
building the premier community bank lending team in each of the
regions we serve, providing a strong foundation for loan and
deposit growth going forward."

Prior to joining BHR, Mr. Cooke served as Vice President/City
Executive at Southern Bank and Trust Company in Kill Devil Hills,
NC.  From 1999 to 2005, he served as Assistant Vice President at
Wachovia Bank, where he provided financial planning services for
bank customers.  From 1996 to 1999, Mr. Cooke served in sales and
sales management positions with Coggin Insurance Agency, Inc., and
Prudential Insurance and Financial Services.  From 1982 to 1996,
he served in a variety of positions with Centura Bank, most
recently as Assistant Vice President and retail and commercial
lender.

Mr. Cooke earned a BA in Business Management and Economics from
North Carolina State University.  He currently serves as President
of the Outer Banks Forum for the Lively Arts and an Outer Banks
Chamber of Commerce Ambassador.

                  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.


HERCULES OFFSHORE: Files Fleet Status Report as of Dec. 19
----------------------------------------------------------
Hercules Offshore, Inc., posted on its Web site at
http://www.herculesoffshore.com/a report entitled "Hercules
Offshore Fleet Status Report".  The Fleet Status Report includes
the Hercules Offshore Rig Fleet Status (as of Dec. 19, 2012),
which contains information for each of the Company's drilling
rigs, including contract dayrate and duration.  The Fleet Status
Report also includes the Hercules Offshore Liftboat Fleet Status
Report, which contains information by liftboat class for November
2012, including revenue per day and operating days.  The Fleet
Status Report is available for free at http://is.gd/sThxqj

                     About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company reported a net loss of $76.12 million in 2011, a
net loss of $134.59 million in 2010, and a net loss of
$91.73 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $2.02
billion in total assets, $1.15 billion in total liabilities and
$877.24 million stockholders' equity.

                           *     *     *

The Troubled Company Reporter said on March 23, 2012, that
Moody's Investors Service upgraded Hercules Offshore, Inc.,
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to B3 from Caa1 contingent upon the completion of its
recently announced recapitalization plan.

Hercules' B3 CFR reflects its jackup fleet, which consists
primarily of standard specification rigs with an average age of
about 30 years.  Its rigs are geographically concentrated in the
Gulf of Mexico (GoM), a market that experienced a slow-down after
the Macondo well incident.  However, over the last year a pick-up
in permitting and activity levels in the GoM, has led to higher
dayrates.  For Hercules, the improving market conditions have
stabilized its cash flow from operations, which are expected
continue to improve for at least the next 18 to 24 months as old
contracts roll into new contracts with higher dayrates.  These
improving market conditions support the decision to upgrade
Hercules' CFR at this time.

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.

"The upgrade reflects the improving market conditions in the Gulf
of Mexico and our expectations that Hercules' fleet will continue
to benefit," said Standard & Poor's credit analyst Stephen
Scovotti.


HERITAGE PLAZA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Heritage Plaza, LLC
        15640 NE Fourth Plain Blvd., Ste. 200
        Vancouver, WA 98682

Bankruptcy Case No.: 12-48512

Chapter 11 Petition Date: December 20, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Richard S. Ross, Esq.
                  LAW OFFICE OF RICHARD S ROSS
                  1610 Columbia St
                  Vancouver, WA 98660
                  Tel: (360) 699-1400
                  E-mail: ecf@resolvedebt.net


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

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

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

The petition was signed by Gene Thompson, managing member.


HOVNANIAN ENTERPRISES: Files Form 10-K, Had $66.2MM Loss in 2012
----------------------------------------------------------------
Hovnanian Enterprises, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $66.19 million on $1.48 billion of total revenues
for the year ended Oct. 31, 2012, compared with a net loss of
$286.08 million on $1.13 billion of total revenues for the year
ended Oct. 31, 2011.

The Company's balance sheet at Oct. 31, 2012, showed $1.68 billion
in total assets, $2.16 billion in total liabilities, and a
$485.34 million total deficit.

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

                        http://is.gd/aw2ecc

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

                           *     *     *

As reported by the TCR on Nov. 7, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Hovnanian
Enterprises Inc. to 'CCC+' from 'CCC-' and removed it from
CreditWatch positive.

"We raised our corporate credit rating to reflect operating
performance that is better than we expected, resulting in
narrowing pretax losses," said credit analyst George Skoufis.  "It
also reflects improved liquidity following the recent debt
issuances that will extend the bulk of the company's 2016
maturities to 2020 and reduce its overall interest burden."

In the Dec. 11, 2012, edtiiton of the TCR, Fitch Ratings has
affirmed the ratings for Hovnanian Enterprises, Inc. (NYSE: HOV),
including the company's Issuer Default Rating (IDR), at 'CCC'.
The rating for HOV is influenced by the company's execution of its
business model, land policies, and geographic, price point and
product line diversity.  The rating additionally reflects the
company's liquidity position, substantial debt and high leverage.

Hovnanian carries 'Caa2' corporate family and probability of
default ratings from Moody's.

Moody's said in April 2012 that the Caa2 corporate family rating
reflects Hovnanian's elevated debt leverage weak gross margins,
continued operating losses, negative cash flow generation, and
Moody's expectation that the conditions in the homebuilding
industry over the next one to two yeas will provide limited
opportunities for improvement in the company's operating and
financial metrics.  In addition, the ratings consider Hovnanian's
negative net worth position, which Moody's anticipates will be
further weakened by continuing operating losses and impairment
charges.  As a result, adjusted debt leverage, currently standing
at 149%, is likely to increase further.


INSPIREMD INC: Effectuating a One-for-Four Reverse Stock Split
--------------------------------------------------------------
InspireMD, Inc., is effectuating a one-for-four reverse stock
split of its common stock as part of the process to prepare its
shares for listing on a national U.S. exchange.

The consolidated common shares began trading on a split-adjusted
basis when the market opens on Dec. 21, 2012, on the OTC Bulletin
Board under the temporary symbol NSPRD.

At the effective time of the reverse split, every four shares of
InspireMD's issued and outstanding common stock will automatically
be converted into one issued and outstanding share of common
stock, without any change in the par value per share.  All
fractional shares will be rounded up to the nearest whole share.

                          About InspireMD

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

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

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

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


JJT & M INC: Case Summary & 2 Unsecured Creditors
-------------------------------------------------
Debtor: JJT & M, Inc.
        111 Byram Shore Road
        Greenwich, CT 06830

Bankruptcy Case No.: 12-52261

Chapter 11 Petition Date: December 20, 2012

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Richard P. Terbrusch, Esq.
                  THE TERBRUSCH LAW FIRM, LLC
                  2 Terrace Place
                  Danbury, CT 06810
                  Tel: (203) 792-9400
                  Fax: (203) 792-9402
                  E-mail: terbruschesq@sbcglobal.net

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

Estimated Debts: $0 to $50,000

A list of the Company's two largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/ctb12-52261.pdf

The petition was signed by Mahmoud Whaba, president.


K-V PHARMACEUTICAL: Receives Court Approval of Hologic Settlement
-----------------------------------------------------------------
K-V Pharmaceutical Company disclosed that the U. S. Bankruptcy
Court for the Southern District of New York, the Honorable Judge
Allan L. Gropper presiding, approved the Company's settlement
agreement with Hologic, Inc., and authorized the Company to enter
into an $85 million debtor-in-possession financing to, among other
things, fund the settlement.

"The resolution of the Hologic litigation is a major milestone in
our restructuring. Now that it is resolved, K-V can focus on
completing all other necessary steps for confirmation of a plan of
reorganization and timely emergence from Chapter 11," said K-V
President and CEO Greg Divis.  "We are committed to our core
women's health care business and continue to work closely with our
customers to advance the care of the patients we serve."

The Hologic Settlement resolves all disputes between K-V and
Hologic related to Makena, confirms K-V's ownership of Makena and
allows the Company to move forward with their efforts to pursue a
plan of reorganization based upon Makena.  The $85 million DIP
financing facility will be used to satisfy the terms of the
Hologic Settlement, provide additional financial flexibility
during the pendency of the Company's Chapter 11 proceeding and
fund certain payments under the proposed plan of reorganization.

The DIP financing contains various bankruptcy milestones including
a requirement that the Company file a proposed plan of
reorganization in January.  The proposed plan, which has the
support of over 75% of the Company's prepetition senior secured
noteholders based on principal amount held, is intended to
maximize recoveries to stakeholders of the Company.

K-V and certain of its affiliates commenced cases to reorganize
under Chapter 11 of the U.S. Bankruptcy Code on Aug. 4, 2012.  The
Chapter 11 cases are being jointly administered under case number
12-13346.

The DIP Lenders consist of affiliates or funds of each of Silver
Point Finance, LLC, Whitebox Advisors, LLC, and Pioneer Investment
Management, Inc.

Willkie Farr & Gallagher LLP serves as bankruptcy counsel to K-V,
and Jefferies & Co., Inc. as financial advisor and investment
banker.

                     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.


KICKAPOO KENNELS: Case Summary & 5 Unsecured Creditors
------------------------------------------------------
Debtor: Kickapoo Kennels, LLC
        dba Kickapoo Ranch Pet Resort
        23230 Kickapoo Road
        Waller, TX 77484

Bankruptcy Case No.: 12-39321

Chapter 11 Petition Date: December 20, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  ROGERS & ANDERSON, PLLC
                  1415 North Loop West
                  Ste 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  E-mail: brogers@ralaw.net

Scheduled Assets: $154,372

Scheduled Liabilities: $2,370,622

A list of the Company's five largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/txsb12-39321.pdf

The petition was signed by Kari Enmon, vice president, secretary
and treasurer.


LDK SOLAR: 2014 Noteholders Consent to Indenture Amendments
-----------------------------------------------------------
LDK Solar Co., Ltd., has received the required number of unrevoked
consents from holders of its 10.00% Senior Notes Due 2014
necessary to approve certain proposed amendments to the indenture,
dated as of Feb. 28, 2011, by and among LDK Solar, the Subsidiary
Guarantors, The Bank of New York Mellon, London Branch, as
trustee, and paying and transfer agent, and The Bank of New York
Mellon (Luxembourg) S.A., as registrar, governing its 2014 Notes.

LDK Solar will make a cash payment to each holder of the 2014
Notes for each RMB10,000 in principal amount of 2014 Notes in
respect of which such holder has validly delivered (and not
validly revoked) a consent prior to the expiration date.  The
Consent Fee of RMB10 per RMB10,000 in principal amount of 2014
Notes will be payable in U.S. dollars applying an exchange rate of
RMB6.25 to US$1.00, resulting in a Consent Fee of US$1.60 per
RMB10,000 in principal amount of 2014 Notes.

As the Requisite Consents have been obtained, LDK Solar and the
Subsidiary Guarantors intend to execute a supplemental indenture
with the Trustee as soon as practicable to give effect to the
Proposed Amendments.

                          About LDK Solar

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

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

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

LDK Solar's balance sheet at Sept. 30, 2012, showed
US$5.76 billion in total assets, US$5.41 billion in total
liabilities, US$299.02 million in redeemable non-controlling
interests and US$45.91 million in total equity.


LOBIONDO BROTHERS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: LoBiondo Brothers Motor Express, Inc.
        712 N. Shiloh Ave.
        Rosenhayn, NJ 08352

Bankruptcy Case No.: 12-39488

Chapter 11 Petition Date: December 20, 2012

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Gloria M. Burns

Debtor's Counsel: Arthur Abramowitz, Esq.
                  COZEN O'CONNOR
                  Libertyview Building, Suite 300
                  457 Haddonfield Road
                  Cherry Hill, NJ 08002
                  Tel: (856) 910-5000
                  E-mail: aabramowitz@cozen.com

Scheduled Assets: $1,228,493

Scheduled Liabilities: $4,392,430

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/njb12-39488.pdf

The petition was signed by George A. LoBiondo, president.


LOCATION BASED TECHNOLOGIES: PocketFinder on TV in Early 2013
-------------------------------------------------------------
Location Based Technologies Inc. held a conference call to provide
a corporate update to shareholders and the investment community.
On the call, David Morse, the chief executive officer of the
Company, disclosed the following information:

The PocketFinder Vehicle product will be shown on several episodes
of the coming season of Inside West Coast Customs and the Company
understands that one episode will be devoted entirely to its
product and the Company's brand.  The season was supposed to begin
airing this Fall, but has been rescheduled and the Company has
been told it will begin airing in early 2013.

In October 2012 the Company announced that after a very lengthy
testing and evaluation process, AT&T placed a purchase order for
$880,000 worth of PF-886 devices.  AT&T intends to use these
devices internally to monitor its own emergency response
equipment, such as generators, mobile cell towers and mobile
lighting stations.  The Company believes this order will be just
the first from AT&T and that there will be more to come in 2013.
The Company also believes that the subsequent orders will be of
equal or greater size.

The Company is developing 3G PocketFinder devices.  Once complete,
AT&T may invite the Company to sell PocketFinder products in
AT&T's retail stores in the U.S .and the new 3G Vehicle and asset
device will be the first of the Company's devices to be offered.

In 2013, the Company's relationship with EE (the largest
telecommunications carrier in the UK ) will likely evolve in a
couple of stages, the first of which will be an initial test sale
of PocketFinder devices.  After that, the Company will look to
expand the relationship both from a product standpoint and
geographic standpoint.

As of Dec. 18, 2012, the Company's 3G vehicle and asset solution
has passed final FCC, PTCRB and IC testing for all 4 GSM bands as
well as for the Penta band that will allow the Company to sell its
vehicle devices in the U.S. as well as provide service in
countries such as Japan and South Korea.

Apple has indicated a strong interest in bringing the Company's
PocketFinder family of products into Asia.  The Company is
currently in the process of working towards launching its products
initially in China and expanding the launch to Singapore, Japan,
Malaysia and Vietnam in time.  There is no signed agreement, but
the Company has verbal assurances from a high ranking Apple
official.

Additionally, Apple has also expressed interest in selling the
Company's devices in select countries in Europe.  The Company is
in the early stages of working with Apple to determine if the
Company's price points for hardware and monthly service will fit
their model.

The Company is also working independently with a carrier in
Australia, who will be evaluating the Company's devices for a
potential partnership in Australia and New Zealand.  The Company
expects that trial to begin shortly and hope that will lead to a
product launch in Australia and New Zealand this calendar year.

The Company estimates that during the first calendar quarter of
2013, PocketFinder devices will be for sale in the U.K. and the
Company's goal is to expand its European distribution beyond the
U.K. by the Fall of 2013.

The Company is evaluating entering Brazil, Ecuador and Chile
markets.

The Company believes that it can achieve positive cash flow by
Aug. 31, 2013.  In the Company's first fiscal quarter of 2013 the
Company's revenues are equal to approximately 44% of the Company's
revenue for all of fiscal 2012.  When the Company delivers product
to AT&T, the Company will recognize $880,000 from that order, so
the Company believes that its revenues in the 2nd fiscal quarter
of 2013 should also be strong.  The Company currently have in
excess of 7,000 subscribers not including the AT&T order.

                 About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

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 year ended Aug. 31, 2012.


LODGENET INTERACTIVE: To Enter Ch. 11 as Colony Gets Control
------------------------------------------------------------
LodgeNet Interactive Corporation on Dec. 31 said it has entered
into a definitive agreement with a syndicate formed by Colony
Capital LLC and its affiliate, Col-L Acquisition LLC, and certain
other investors, pursuant to which Colony and the other investors
will invest $60 million of new capital in the Company, with an
option to invest up to an additional $30 million to support a
proposed recapitalization of the Company.

In addition, the Company has received support from a steering
committee of its lenders holding its debt for a multi-year
extension of its existing $346 million secured credit facility.

The transaction will be implemented through an expedited Chapter
11 bankruptcy process, at the conclusion of which the Colony
Syndicate would become the controlling stockholder of the Company.

Pursuant to the investment agreement, LodgeNet is to file for
bankruptcy before the U.S. Bankruptcy Court for the Southern
District of New York within 40 calendar days from the entry of the
agreement.

The plan of reorganization envisions that unsecured creditors of
LodgeNet will be paid in full for any pre-petition claims at the
conclusion of the Chapter 11 process.  Holders of the existing
Series B Preferred Stock and common stock issued by LodgeNet
Interactive will have their interests cancelled and will not
receive any distributions.

Colony requires LodgeNet to obtain confirmation of the Plan within
45 days after the Petition Date.

Colony has also executed a memorandum of understanding with
DIRECTV, LLC., setting forth certain terms pursuant to which
LodgeNet and DIRECTV intend to operate as strategic partners
within the hospitality and healthcare markets.  As part of the
expanded partnership between the two companies, DIRECTV will
provide its world-class operational, technological and marketing
capabilities to help deliver new and improved LodgeNet services to
the industry.

Under the terms of the agreements, the Colony Syndicate will
receive new common stock representing 100% ownership of LodgeNet.
The consortium also includes:

     * Col-L Acquisition, LLC,
     * Par Investment Partners, L.P.,
     * Nala Investments LLC,
     * MAR Capital Fund I, L.P.,
     * MAR Capital Fund II, L.P. and
     * MAR Capital Fund III, L.P.

The recapitalization is designed to enable a restructured LodgeNet
Interactive to emerge from Chapter 11 on a standalone basis with
strong cash flow and a solid balance sheet.  Key terms of the
recapitalization include:

     * The Colony Syndicate will invest $60 million in exchange
       for all of the new shares of common stock of LodgeNet
       Interactive;

     * LodgeNet's existing Credit Agreement will be amended to
       provide an extension in the form of  a 5-year term  loan
       in an aggregate amount equal to (i) $346.4 million plus
       (ii) the amount of accrued and unpaid interest that was
       capitalized prior to the Closing Date;

     * Based on the terms of the recently executed memorandum
       of understanding between Colony and DIRECTV, LodgeNet and
       DIRECTV will enter into a new agreement pursuant to which
       they will work under an expanded new strategic partnership,
       far exceeding the scope of the parties' current free-to-
       guest programming agreement, to include DIRECTV branding,
       programming and content, advertising, and support across
       all facets of operations, infrastructure and technology.
       This strategic partnership is expected to enhance the
       experience for new and existing hotel and healthcare
       customers, improve service capabilities and provide
       additional promotional options that will reduce or
       eliminate capital requirements within the industry.

Pursuant to the Investment Agreement, the Company has paid Colony
$1.585 million as a partial reimbursement of Colony's expenses to
date in connection with its investment in the Company.  In
addition, the Company paid Colony a non-refundable and fully
earned commitment fee of $2,500,000 and has agreed to reimburse
future fees and expenses of Colony related to the Transactions
through the Closing.

Closing of the transaction is subject to various closing
conditions, including Bankruptcy Court confirmation of a Chapter
11 Plan.  Accordingly, no assurances can be given that the
transaction will be consummated.

According to LodgeNet, the Colony Syndicate's investment and the
new credit agreement provide added financial flexibility, while
Colony Capital's industry experience and DIRECTV's new
contributions will ensure LodgeNet's continued market leadership
as it works with customers to offer the best in-room entertainment
and connectivity services available today.

                       Plan Support Agreement

On Dec. 30, 2012, the Company, its domestic subsidiaries, and a
steering committee of certain lenders each of which is a holder of
indebtedness under the Credit Agreement, dated as of April 4,
2007, with various banks, financial institutions and other
entities party thereto as Lenders and Gleacher Products Corp. as
administrative agent, entered into a Plan Support and Lockup
Agreement.  The Consenting Lenders, which collectively hold 43.5%
of the Company's outstanding senior debt, have agreed, among other
things, to support the Plan and the Transactions, including the
proposed amendment and extension of the Existing Credit Agreement,
to vote in favor of the Plan, not to solicit any plan in
opposition to the Plan, and otherwise not to effect any
transactions that would adversely affect the consummation of the
Transactions.  The Company has likewise agreed to provide draft
copies of all motions and applications to and consult with the
Prepetition Agent's counsel prior to filing such documents with
the bankruptcy court, use commercially reasonable efforts to
complete the restructuring under the Plan and the Transactions,
and not solicit alternative proposals to the Plan.  The Company
has also agreed to comply with certain deadlines regarding the
timing of Chapter 11 filings and orders.

                    $15 Mil. DIP Loan Commitment

The Company has also received a commitment for a debtor-in-
possession (DIP) loan from certain of its lenders.  Pursuant to
the Commitment Letter dated Dec. 30, the DIP Facility will
consists of a senior secured credit facility of non-amortizing
term loans in an aggregate principal amount of up to $30,000,000,
comprised of:

     (A) a $15,000,000 delayed draw term loan facility of which
         (i) a principal amount of up to $7,500,000 will be
         available to be drawn at Closing and (ii) an additional
         principal amount of up to $7,500,000 will be available to
         be drawn under the Delayed Draw Term Facility on the date
         of entry of the Final DIP Order by the Bankruptcy Court;
         and

     (B) a dollar for dollar roll up of loans of each Lender
         and/or its affiliates and/or its designees under the
         Prepetition Credit Agreement up to the commitment amount
         of each Lender.

The loan has a scheduled termination date of 180 days after the
bankruptcy filing.

The Delayed Draw Term Loans will bear interest at LIBOR plus 7.00%
with a LIBOR floor of 1.50%.  The Roll-Up Loans will continue to
bear interest at the rates provided under the Prepetition Credit
Agreement.  During the continuance of an event of default (as
defined in the DIP Loan Documents), Delayed Draw Term Loans will
bear interest at an additional 2% per annum.

                 Amendment to Forbearance Agreement

To provide LodgeNet time to solicit votes on the proposed Chapter
11 plan, DIRECTV, HBO and the steering committee of lenders have
agreed to extensions of their existing forbearance agreements.

On Dec. 30, 2012, the Company and certain of its subsidiaries also
entered into Amendment No. 3 to the Forbearance Agreement and
Second Amendment to Credit Agreement with the Participant Lenders,
and Gleacher Products Corp., as administrative agent, regarding
the Existing Credit Agreement.  Each of the Participant Lenders
and the Agent previously agreed to forbear from exercising their
respective default-related rights and remedies against the Company
and the other Loan Parties under the Existing Credit Agreement,
the other loan documents and/or applicable law solely to the
extent the availability of such remedies arises from certain
"Specified Defaults" until the earlier of Dec. 31, 2012 or future
defaults under the Existing Credit Agreement (other than the
Specified Defaults) and the Forbearance Agreement.  The Amendment
extends the date of forbearance to Feb. 5, 2013.

The Company also entered into an amendment to its existing
forbearance agreement with DIRECTV, which required the Company to
make a payment of $20.0 million on December 31, 2012.  As
consideration for DIRECTV's agreement to the amendment and as an
advance payment toward the services to be provided by DIRECTV to
the Company, the Company will make a payment of $2.3 million to
DIRECTV by Dec. 31, 2012.  In exchange for the Initial Payment,
the Dec. 31, 2012 payment will be deferred to Jan. 11, 2013.

As further consideration for DIRECTV's agreement to the amendment
and as an advance payment toward the services to be provided by
DIRECTV to the Company, the Company will make a second payment of
$2.7 million to DIRECTV by Jan. 11, 2013.  Pursuant to the terms
of the amendment, the Company may have the ability to offset a
portion of the Second Payment by certain disputed amounts that the
Company contends are due to the Company from DIRECTV.  In exchange
for the Second Payment, the Dec. 31, 2012 payment will be deferred
to Feb. 5, 2013.  Due to the amount of additional fees owed to
DIRECTV by the Company during the period of forbearance, the
Company has agreed that the payment to be made on Feb. 5, 2013
will be $30 million, which is the estimated amount the Company
will owe DIRECTV on such date.

                         Business as Usual

Throughout the process, LodgeNet's current hospitality and
healthcare customers will continue to receive LodgeNet's
entertainment and connectivity services, as well as ongoing
maintenance and support, without interruption.

"As one of the largest investors in hospitality and media
enterprises around the globe, and with a strong track-record of
success, Colony Capital brings an unmatched combination of
strategic acumen and financial resources to LodgeNet and its
industry-leading footprint of 1.5 million hotel rooms," said
LodgeNet Interactive chairman Doug Bradbury.  "Under Colony's
leadership, LodgeNet is poised to transform its business through
renewed financial strength, the introduction of new and innovative
products and services, and strengthened industry relationships,
thus re-affirming its position as the leading provider of
interactive services to the hospitality and healthcare
industries."

"As evidenced by our investments in hospitality, media and
entertainment, we believe in these markets, and with LodgeNet
positioned at the crossroads of all three, this opportunity is
tailor-made for Colony Capital," commented Richard Nanula,
Principal at Colony Capital. "We look forward to leveraging our
experience and key industry relationships to drive change at a
critical time for the company and the industries it serves.
Together with DIRECTV and our hospitality and healthcare
customers, we are committed to building on the company's position
as the preeminent provider of commercial entertainment and
connectivity services, as we believe strongly that for LodgeNet,
the future is now."

                      Bankruptcy Professionals

Miller Buckfire & Co. LLC, a wholly-owned subsidiary of Stifel
Financial Corp., FTI Consulting, Inc. and Moorgate Securities LLC
served as financial advisors to LodgeNet.

Weil, Gotshal & Manges LLP acted as restructuring legal counsel
and Leonard, Street and Deinard acted as corporate legal counsel
to the Company.  Weil Gotshal may be reached through:

          Gary T. Holtzer, Esq.
          Ted S. Waksman, Esq.
          WEIL, GOTSHAL & MANGES LLP
          767 Fifth, Avenue
          New York, NY 10153
          Facsimile: (212) 310-8007
          E-mail: gary.holtzer@weil.com
                  ted.waksman@weil.com

Guggenheim Securities, LLC served as financial advisor to Colony
Capital, and Liner Grode Stein Yankelevitz Sunshine Regenstreif &
Taylor LLP and Sullivan & Cromwell LLP provided legal counsel.
Akin Gump Strauss Hauer & Feld LLP and CDG Group, LLC acted as
advisors to the agent for the lenders:

         Michael S. Stamer, Esq.
         Philip C. Dublin, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         One Bryant Park
         New York, NY 10036
         Facsimile: (212) 872-1002
         E-mail: mstamer@akingump.com
                 pdublin@akingump.com

A copy of the Investment Agreement, dated as of December 30, 2012,
is available at http://is.gd/KdFKIW

A copy of the Plan Support and Lockup Agreement, dated as of
December 30, 2012, is available at http://is.gd/g6cRUQ

A copy of Amendment No. 3 to Forbearance Agreement and Second
Amendment to Credit Agreement, dated as of December 30, 2012, is
available at http://is.gd/q5QjI4

A copy of the Commitment Letter is available at
http://is.gd/Vdb2Rx

To contact LodgeNet:

         Ann Parker, Director
         Investor Relations
         Tel: 605-988-1000
         E-mail: ann.parker@lodgenet.com

              - and -

         Mike Smargiassi
         BRAINERD COMMUNICATORS
         Tel: 212-739-6729
         E-mail: smarg@braincomm.com

To contact Colony

         Kristin Celauro
         OWEN BLICKSILVER PUBLIC RELATIONS, INC.
         Tel: 732-264-1131
         E-mail: Kristin@blicksilverpr.com

                      About Colony Capital LLC

Founded in 1991 by Chairman and Chief Executive Officer Thomas J.
Barrack, Jr., Colony Capital -- http://www.colonyinc.com/-- is a
private, international investment firm focusing primarily on debt
and equity investments in real estate-related assets and operating
companies. The firm has invested $48 billion in over 19,000
assets/loans through various corporate, portfolio and complex
property transactions. Colony has been one of the largest owners
of hospitality assets in the world with investments in Fairmont
Raffles Hotels International, Accor, Amanresorts and dozens of
individual hotels globally. Colony's investments have also
included the legendary integrated resort Costa Smeralda on
Sardinia, the award-winning hospitality platform sbe, the
conversion of the Mayfair Hotel in New York to the luxury condo
610 Park Avenue, the Savoy Hotel Group's five-star hotels in the
UK, the five-star Stanhope Hotel in New York, The Orchid at Mauna
Lani in Hawaii and the La Tour private hospital group.

Colony is also an active investor in the media and entertainment
space and the firm's portfolio currently includes Miramax, the
global film and television studio with a 700-plus film library
that holds some of the world's most original and acclaimed
independent films. Colony has a team of more than 250 and is
headquartered in Los Angeles, with offices in New York, Boston,
Scottsdale, London, Madrid, Paris, Rome, Beirut, Hong Kong, Seoul
and Taipei.

                           About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve. Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States. The Company's services include: Interactive
Television, Broadband and Advertising Media Solutions along with
nationwide technical and professional support services. LodgeNet
Interactive owns and operates businesses under the industry
leading brands: LodgeNet, The Hotel Networks and LodgeNet
Healthcare.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $291.74
million in total assets, $448.72 million in total liabilities and
a $156.98 million total stockholders' deficiency.


LUCID INC: William Shea Lowers Equity Stake to 4.3%
---------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, William J. Shea disclosed that, as of
Dec. 18, 2012, he beneficially owns 365,087 shares of common stock
of Lucid Inc. representing 4.3% based on 8,201,952 shares of
common stock issued and outstanding on Nov. 2, 2012.  Mr. Shea
previously reported beneficial ownership of 750,801 common shares
or an 8.4% equity stake as of Nov. 20, 2012.  A copy of the
amended filing is available for free at http://is.gd/RRKwaQ

                          About Lucid Inc.

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

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

As reported in the TCR on April 9, 2012, Deloitte & Touche LLP, in
Rochester, New York, expressed substantial doubt about Lucid's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that of the Company's recurring losses from
operations, deficit in equity, and projected need to raise
additional capital to fund operations.


MCCLATCHY CO: $762.4MM Notes Validly Tendered as of Dec. 11
-----------------------------------------------------------
The McClatchy Company announced the early participation results of
its offer to purchase for cash any and all of its outstanding
11.50% Senior Secured Notes due 2017 and solicitation of consents
relating to its outstanding Notes.  Based on the count provided by
the depositary for the Offer, $762,405,000 aggregate principal
amount of Notes were validly tendered at or prior to 5:00 p.m.,
New York City time on Dec. 11, 2012.  In accordance with the terms
of the Offer, McClatchy will accept all $762,405,000 of the
validly tendered Notes at a purchase price of $1,103.40 for each
$1,000 principal amount of Notes tendered, which includes an early
tender payment of $30.00 per $1,000 principal amount of Notes,
plus accrued and unpaid interest on the Notes from Aug. 15, 2012,
to, but excluding, the date of purchase.  The withdrawal date for
the Notes was 5:00 p.m., New York City time, on Dec. 11, 2012.
Notes validly tendered pursuant to the Offer may not be revoked or
withdrawn, unless the Company reduces the principal amount of, or
the consideration for, the Notes subject to the Offer or is
otherwise required by law to permit revocations or withdrawals.

Since the consents of at least 66% of the registered holders of
Notes were obtained on Dec. 11, 2012, McClatchy entered into a
supplemental indenture to the indenture governing the Notes which
will, among other things, eliminate substantially all of the
restrictive covenants and certain events of default contained in
the indenture governing the Notes and also release all of the
collateral securing the Notes from the liens created pursuant to
the collateral documents entered into in connection with the
indenture governing the Notes.  A copy of the Supplemental
Indenture is available at http://is.gd/OCIHHf

The amount of Notes to be purchased and Consents obtained by
McClatchy is preliminary.  The determination of the final amount
of Notes to be purchased and Consents obtained is subject to
confirmation by the depositary of the proper delivery of the Notes
and Consents validly tendered (and not validly withdrawn).  The
actual amount of Notes validly tendered (and not properly
withdrawn) and Consents obtained will be announced following the
completion of the confirmation process.  Payment for the Notes
accepted for purchase will occur promptly thereafter.  McClatchy
expects that the date of payment for the Notes tendered on or
before the Early Tender Date will be Dec. 18, 2012.  McClatchy
expects the date of payment for any Notes validly tendered (and
not validly withdrawn) after the Early Tender Date to be Dec. 31,
2012.  Payment for the Notes will be made in cash.

J.P. Morgan Securities LLC, BofA Merrill Lynch and Credit Suisse
Securities (USA) LLC are the Dealer Managers and Consent
Solicitation Agents for the Offer.  Questions regarding the Offer
may be directed to J.P. Morgan Securities LLC at (800) 245-8812,
BofA Merrill Lynch, Attention: Debt Advisory at (888) 292-0070
(toll-free) and (646) 855-3401 (collect) and Credit Suisse
Securities (USA) LLC, Attention: Liability Management Group at
(800) 820-1653 (toll-free) and (212) 538-7249 (collect).

                  Issues $910MM Notes to JP Morgan

On Dec. 18, 2012, the Company issued $910 million aggregate
principal amount of its 9.00% Senior Secured Notes due 2022 to
J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Credit Suisse Securities (USA) LLC.  A copy of
the Indenture is available for free at http://is.gd/vIPM80

In connection with the offering of the 2022 Notes, the Company
entered into a Registration Rights Agreement, dated as of Dec. 18,
2012, with J.P. Morgan Securities LLC, as the representative of
the Initial Purchasers.  The Company is obligated to use its
reasonable efforts to file with the Commission and cause to become
effective a registration statement relating to an offer to
exchange the 2022 Notes for notes issued by the Company that are
registered with the Commission and have substantially identical
terms as the 2022 Notes.  If the Company is not able to effect the
exchange offer, the Company will instead use its reasonable
efforts to file and cause to become effective a shelf registration
statement covering the resale of the 2022 Notes.  The Company will
be required to pay additional interest on the 2022 Notes if the
exchange offer is not completed, or, if required, the shelf
registration statement is not declared effective, within 270 days
after the issue date of the 2022 Notes.  A copy of the
Registration Rights Agreement is available at http://is.gd/w8YEPm

In connection with the Notes Offering, the Company, entered into
the Third Amended and Restated Credit Agreement, dated as of
Dec. 18, 2012, among the Company, the lenders, and Bank of
America, N.A., as Administrative Agent, Swing Line Lender and L/C
Issuer.

The Amended and Restated Credit Agreement will initially provide
$90 million in revolving credit commitments, with a $50 million
letter of credit subfacility.  On Dec. 21, 2012, or such earlier
date specified by the Company, the commitments under the revolving
credit facility would reduce to $75 million.  On Dec. 18, 2012,
the Company instructed the lenders to reduce the commitments under
the revolving credit facility to $75 million immediately.  After
giving effect to the Notes Offering, there were no loans and $36.1
million face amount of letters of credit outstanding under the
Amended and Restated Credit Agreement.  A copy of the Amended
Credit Agreement is available at http://is.gd/3ar8NI

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

                        http://is.gd/Jj6Cxy

                     About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).


The Company's balance sheet at Sept. 23, 2012, showed
$2.88 billion in total assets, $2.67 billion in total liabilities,
and $210.29 million in stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


MF GLOBAL: Deal Could Net 100% Recovery for Customers' Claims
-------------------------------------------------------------
Between $500 million and $600 million dollars will be returned to
the MF Global Inc. (MFGI) estate under an agreement announced by
James W. Giddens, trustee for the Securities Investor Protection
Act (SIPA) liquidation of MFGI, and Richard Heis, a joint
administrator of MF Global UK Ltd. (MFGUK).

Separately, Giddens and the Chapter 11 Trustee for MF Global
Holdings Ltd. (MFGH), Louis J. Freeh, announced that they will
resolve all claims between their respective estates.

Once certain conditions are satisfied to make the agreements
effective and if approved by the United States Bankruptcy Court
for the Southern District of New York, Giddens anticipates the
agreement between MFGI and MFGUK will result in 100 percent
satisfaction of allowed securities customers' claims and
significant additional distributions to commodities customers who
traded on US and non-US exchanges.

SIPC President Stephen Harbeck said: "These agreements are a major
accomplishment that will benefit customers and creditors
worldwide.  Not only will the agreements with MFGH and MFGUK
likely allow for the return of 100 percent of allowed securities
customers claims, it will also result in significant distributions
to be made to commodities customers.  SIPC commends the efforts of
Trustee Giddens, Mr. Heis and Mr. Freeh, whose work has yielded
agreements in the best interests of all creditors that will
minimize legal costs and allow for an expeditious resolution of
all open matters."

Harbeck added: "SIPC looks forward to continuing to work with the
Trustee and other parties to make sure all conditions are met and
the agreements are approved by the Court, so that the
distributions of funds to customers can occur."

Full details on the agreements can be found at
http://www.mfglobaltrustee.com/

                            About SIPC

The Securities Investor Protection Corporation is the U.S.
investor's first line of defense in the event of the failure of a
brokerage firm owing customers cash and securities that are
missing from customer accounts.  SIPC either acts as trustee or
works with an independent court-appointed trustee in a brokerage
insolvency case to recover funds.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or   215/945-7000  )


MGM RESORTS: Amends Credit Agreement with Bank of America
---------------------------------------------------------
MGM Resorts International entered into an amended and restated
credit agreement among the Company, MGM Grand Detroit, LLC, the
lenders from time to time party thereto and Bank of America, N.A.,
as administrative agent.  A copy of the Credit Agreement is
available for free at http://is.gd/64LGQx

The Credit Agreement is comprised of a $1.2 billion revolving
facility, a $1.05 billion term loan A facility and a $1.75 billion
term loan B facility.  The revolving and term loan A facilities
will initially bear interest at LIBOR plus 3.00%, but will be
subject to credit rating adjustments after six months, which would
result in an interest rate of LIBOR plus 2.75% based on current
credit ratings.  The term loan B facility will bear interest at
LIBOR plus 3.25% with a LIBOR floor of 1.00%.  The revolving and
term loan A facilities will mature in December 2017 and the term
loan B facility will mature in December 2019.  The term loan B was
issued at 99.5% to initial lenders.

Senior Notes Offering

In addition, on Dec. 20, 2012, the Company issued $1.25 billion in
aggregate principal amount of its 6.625% Senior Notes due 2021
pursuant to the Indenture, dated as of March 22, 2012, between the
Company and U.S. Bank National Association, as trustee, as
supplemented by a second supplemental indenture, dated as of
Dec. 20, 2012, among the Company, the subsidiary guarantors named
therein and the Trustee.  A copy of the Second Supplemental
Indenture is available for free at http://is.gd/gwjupl

Supplemental Indentures Relating to the Tender Offers

On Dec. 20, 2012, the Company announced that (i) holders of
approximately $537.760 million aggregate principal amount
(representing approximately 71.70%) of its 13% Notes, (ii) holders
of approximately $417.83 million aggregate principal amount
(representing approximately 64.28%) of its 10.375% Notes,(iii)
holders of approximately $707.254 million aggregate principal
amount (representing approximately 83.21%) of its 11.125% Notes,
(iv) holders of approximately $843.419 million aggregate principal
amount (representing approximately 99.81%) of its 9% Notes,
validly tendered their Secured Notes prior to the consent payment
deadline of 5:00 p.m., New York City time, on Dec. 19, 2012, in
accordance with the offers to purchase and consent solicitation
statement, dated Dec. 6, 2012, as supplemented by the supplement
to the Statement, dated Dec. 12, 2012.

The Company, the guarantors party thereto and U.S. Bank National
Association, as trustee, executed a first supplemental indenture
to the indenture governing the 9% Notes, dated as of March 16,
2010, among the Company, the subsidiary guarantors party thereto
and the Trustee.  On Dec. 18, 2012, the Company, the guarantors
and the Trustee, executed a second supplemental indenture to the
indenture governing the 13% Notes, dated as of Nov. 14, 2008,
among the Company, the guarantors and the Trustee, as supplemented
by the first supplemental indenture, dated as of June 15, 2009.
The Company, the guarantors and U.S. Bank National Association, as
trustee, executed a second supplemental indenture to the indenture
governing the 10.375% Notes and the 11.125% Notes, dated as of
May 19, 2009, among the Company, the guarantors party thereto and
the Trustee, as supplemented by the first supplemental indenture,
dated as of April 18, 2012.

Tender Offer Settlements

On Dec. 20, 2012, the Company completed the early settlement of
its tenders offers with respect to the Secured Notes.  The Company
simultaneously called for redemption all of the Secured Notes that
were not purchased on the early settlement date of the tender
offer in accordance with the redemption and satisfaction and
discharge provisions in the 9% Indenture, the 13% Indenture and
the 10.375%/11.125% Indenture, as applicable.  In connection with
the redemption, the Company satisfied and discharged its
obligations under each of the 9% Indenture, the 13% Indenture and
the 10.375%/11.125% Indenture in accordance with the applicable
provisions of the indentures by depositing with the trustee
sufficient funds to pay the redemption price, plus accrued and
unpaid interest on the remaining outstanding Secured Notes to, but
not including, the applicable redemption date.  As a result of the
satisfaction and discharge of the Secured Notes, the Company has
been released from its remaining obligations under the 9%
Indenture, the 13% Indenture and the 10.375%/11.125% Indenture and
all of the collateral securing those Secured Notes was released.

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

                        http://is.gd/w2NMMV

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.

MGM's balance sheet at Sept. 30, 2012, showed $27.83 billion in
total assets, $18.56 billion in total liabilities, and
$9.26 billion in total stockholders' equity.

                        Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said that any default under the senior credit facility or the
indentures governing the Company's other debt could adversely
affect its growth, its financial condition, its results of
operations and its ability to make payments on its debt, and could
force the Company to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Oct. 15, 2012, Fitch Ratings has
affirmed MGM Resorts International's (MGM) Issuer Default Rating
(IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise)
IDR at 'B+'.


MOHEGAN TRIBAL: Reports $61.2 Million Net Income in Fiscal 2012
---------------------------------------------------------------
Mohegan Tribal Gaming Authority filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $61.24 million on $1.39 billion of net revenues for the
fiscal year ended Sept. 30, 2012, compared with net income of
$111.84 million on $1.41 billion of net revenues during the prior
fiscal year.

The Company's balance sheet at Sept. 30, 2012, showed
$2.25 billion in total assets, $2.04 billion in total liabilities
and 209.26 million in total capital.

PricewaterhouseCoopers LLP did not issue a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended Sept. 30, 2012.

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

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

                        http://is.gd/h2pEov

                 About Mohegan Tribal Gaming Authority

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

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

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

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

                            *    *     *

This concludes the Troubled Company Reporter's coverage of
Mohegan Tribal until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


MPG OFFICE: Sells 20% Joint Venture Interest for $41 Million
------------------------------------------------------------
MPG Office Trust, Inc., has sold its remaining 20% joint venture
interest to its joint venture partner, an affiliate of Beacon
Capital Partners, LLC.  The joint venture owns One California
Plaza, located in Downtown Los Angeles, and Cerritos Corporate
Center, located in Cerritos, California.

Net proceeds from the transaction totaled approximately $41
million and will be used for general corporate purposes.

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company reported net income of $98.22 million in 2011,
compared with a net loss of $197.93 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$1.86 billion in total assets, $2.59 billion in total liabilities,
and a $729.16 million total deficit.


NEW PEOPLES: Raises Nearly $18 Million in New Capital
-----------------------------------------------------
New Peoples Bankshares, Inc., parent company of New Peoples Bank,
successfully concluded the public offering of its common stock on
Dec. 20, 2012.  New Peoples raised over $12,000,000 of new capital
in the offering, which began in July 2012.  In addition, the
conversion into common stock of $5,450,000 of New Peoples
convertible debt in September 2012 means that New Peoples has
successfully raised almost $18,000,000 of new equity in the last 3
months.

John Cox, chairman of New Peoples Board of Directors, stated that
he and the rest of the Board are grateful for the significant vote
of confidence in the bank by investors.  "We raised all of this
capital in a very tough market when many other community banks
have not been able to do that.  Most importantly, we raised it all
from current shareholders and other investors in the areas we
serve.  We didn't have to bring in hedge funds, private equity and
others from outside our markets."  Jonathan Mullins, president and
chief executive officer, commented that "the bank has been through
some difficult times in the past few years characterized by very
bad economic conditions."  He said that "the capital raise is
inspiring to the management and employees of the bank who have
been working through these challenges and believe that the bank
has a bright future."  Mr. Mullins further commented, "It is
gratifying that so many local investors, including all the members
of the Board of Directors, believe the same."  Mr. Mullins said
that he is aware of only four successful common stock capital
raises by community banks in Virginia this year and New Peoples is
the second largest of those.  "So we are delighted to be in such
an exclusive group," Mr. Mullins said.

                   About New Peoples Bankshares

New Peoples Bankshares, Inc., is a Virginia bank holding company
headquartered in Honaker, Virginia.  New Peoples subsidiaries
include: New Peoples Bank, Inc., a Virginia banking corporation
(the Bank) and NPB Web Services, Inc., a web design and hosting
company (NPB Web).

The Bank is headquartered in Honaker, Virginia and operates 27
full service offices in the southwestern Virginia counties of
Russell, Scott, Washington, Tazewell, Buchanan, Dickenson, Wise,
Lee, Smyth, and Bland; Mercer County in southern West Virginia and
the eastern Tennessee counties of Sullivan and Washington.

According to the Company's quarterly report for the period ended
June 30, 2012, the Company and the Bank are subject to various
capital requirements administered by federal banking agencies.

"The Bank was well capitalized as of June 30, 2012, as defined by
the capital guidelines of bank regulations, however, the Company
continued to be below the minimum capital requirements as a result
of the Tier 1 leverage ratio decreasing to 3.72%, which was below
the minimum requirement of 4.00%.  Subject to the conversion of
the director notes, we expect to return to well-capitalized status
at the holding company level in 2012.  The Company's capital as a
percentage of total assets was 3.27% at June 30, 2012, compared to
3.70% at Dec. 31, 2011."

The Company's balance sheet at Sept. 30, 2012, showed $708.21
million in total assets, $680.10 million in total liabilities and
$28.11 million in total stockholders' equity.


NEWLEAD HOLDINGS: Posts $3.1MM Net Income in 1st Half of 2012
-------------------------------------------------------------
NewLead Holdings Ltd. reported net income of US$3.08 million on
US$4.93 million of operating revenues for the six months ended
June 30, 2012, compared with a net loss of US$38.32 million on
US$6.63 million of operating revenues for the same period during
the prior year.

The Company reported a net loss of US$290.39 million in 2011,
compared with a net loss of US$86.34 million in 2010.

Newlead Holdings's balance sheet balance sheet at June 30, 2012,
showed US$111.28 million in total assets, US$299.37 million in
total liabilities and a US$188.08 million total shareholders'
deficit.

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

                       http://is.gd/neD2o9

                      About NewLead Holdings

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.


NEWPAGE CORP: Moody's Assigns 'B1' CFR/PDR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service removed the provisional designation on
NewPage Corporation's B1 $500 million seven year senior secured
term loan, corporate family (CFR) and probability of default
ratings. The provisional ratings were assigned pending the
emergence from bankruptcy and the closing of the exit financing.
The outlook for the ratings is stable and the speculative grade
liquidity rating is SGL-1.

Issuer: NewPage Corporation

  Assignments:

     Probability of Default Rating, Assigned B1

     Corporate Family Rating, Assigned B1

     US$500M Senior Secured Bank Credit Facility, Assigned B1
     (LGD4 53%)

Ratings Rationale

NewPage's B1 CFR reflects the company's significant position as
the largest coated paper producer in North America, its favorable
cost position within the industry and Moody's expectation of sound
credit protection measures and strong liquidity position. The
rating also takes in to account the restructuring efforts during
bankruptcy including debt reduction and cost structure
improvements. NewPage's CFR rating is constrained by the secular
decline in demand for most of the paper grades that the company
produces, as more than 80% of NewPage's revenues face some degree
of secular headwinds (paper used for commercial printing,
magazines, catalogs, books, coupons and commercial inserts).
Volatile input costs, execution risks on cost reduction and
potential transformation to other grades are also considered.

NewPage's SGL-1 rating reflects the company's strong liquidity
position with an undrawn $350 million asset based revolving credit
facility that matures in 2017. Moody's estimates NewPage will
generate modest positive free cash flow in the 12 months following
emergence from bankruptcy, and will have minimal debt maturities.
A minimum fixed charge coverage ratio is the only financial
requirement under the credit facility and is triggered when
availability under the facility falls below $35 million or 10% of
facility size.

The stable outlook considers NewPage's strong liquidity position
and expectations that the coated paper sector will continue to
reduce its supply base to offset declining demand, allowing the
company to maintain strong credit protection measures.

A rating upgrade would depend on a sustained improvement in the
company's financial performance. Quantitatively, this could result
if normalized (RCF-Capex)/TD exceeds 9% on a sustainable basis
through the business cycle, while maintaining good liquidity.

NewPage's ratings could face downward ratings pressure if an
acceleration in secular paper decline impairs the company's
liquidity position or if normalized (RCF-Capex)/TD measures drop
below 3%.

The principal methodology used in rating NewPage was Global Paper
and Forest Products Industry rating methodology published in
September 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in Miamisburg, Ohio, NewPage, a private company, is
the largest coated paper producer in North America (with an
approximate 35% market share based on production capacity) with 16
paper machines at 8 paper manufacturing mills. The company has
annual capacity of approximately 2.8 million tons of coated paper,
300,000 tons of uncoated paper, 250,000 tons of supercalendered
paper and approximately 180,000 tons of specialty paper. The
company generated revenues of approximately $3 billion in 2012.
The company emerged from Chapter 11 in December 2012.


NEXSTAR BROADCASTING: Sells Additional 1.2-Mil. Class A Shares
--------------------------------------------------------------
Nexstar Broadcasting Group, Inc., announced that, in connection
with its previously announced underwritten offering of 8 million
shares of Class A common stock of the Company by selling
stockholders, funds affiliated with ABRY Partners, LLC, the
underwriters exercised in full their option to purchase an
additional 1.2 million shares of Class A common stock.  The
additional 1.2 million shares of Class A common stock were sold on
the same terms and conditions as the first 8 million shares, at
$9.25 per share.  The Company did not sell any shares in the
offering and did not receive any proceeds from the offering.

Credit Suisse Securities (USA) LLC, Wells Fargo Securities, LLC,
and UBS Securities LLC were the joint book-running managers of the
offering.  RBC Capital Markets, LLC, and Evercore Group L.L.C.
acted as co-managers of the offering.

A shelf registration statement relating to the shares has been
declared effective by the Securities and Exchange Commission.

                     To Issue 1.5-Mil. Shares

Nexstar Broadcasting filed a Form S-8 with the U.S. Securities and
Exchange Commission to register under the Securities Act of 1933,
as amended, the offer and sale of (i) 1,500,000 shares of Class A
common stock, par value $0.01 per share, of the Company pursuant
to the Nexstar Broadcasting Group, Inc. 2012 Long-Term Equity
Incentive Plan and (ii) any shares subject to awards as of
Sept. 25, 2012, under the Nexstar Broadcasting Group, Inc. 2003
Long-Term Equity Incentive Plan and the Nexstar Broadcasting
Group, Inc. 2006 Long-Term Equity Incentive Plan that, on or after
the effective date of the 2012 Plan, cease for any reason to be
subject to those awards.

The Board of Directors of the Company and the Compensation
Committee of the Company's Board of Directors adopted and approved
the 2012 Plan by written consent dated Aug. 25, 2012, and the
holders of a majority of the issued and outstanding voting
securities of the Company approved the 2012 Plan by written
consent dated Sept. 26, 2012.  On Oct. 2, 2012, the Company filed
an Information Statement on Schedule 14C with the SEC relating to
the adoption and approval of the 2012 Plan by the Board of
Directors and the Compensation Committee of the Board of Directors
and approval by stockholders.

A copy of the Form S-8 prospectus is available at:

                       http://is.gd/E30756

                 About Nexstar Broadcasting Group

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

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

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

                           *     *     *

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

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


NORTHERN LAND: Case Summary & 2 Unsecured Creditors
---------------------------------------------------
Debtor: Northern Land Holdings, LLC
        P.O. Box 1063
        Gaylord, MI 49734

Bankruptcy Case No.: 12-23618

Chapter 11 Petition Date: December 20, 2012

Court: United States Bankruptcy Court
       Eastern District of Michigan (Bay City)

Judge: Daniel S. Opperman

Debtor's Counsel: Susan M. Cook, Esq.
                  LAMBERT, LESER, ISACKSON, COOK & GIUNTA, P.C
                  309 Davidson Bldg.
                  P.O. Box 835
                  Bay City, MI 48707-0835
                  Tel: (989) 893-3518
                  E-mail: smcook@lambertleser.com

Scheduled Assets: $1,400,000

Scheduled Liabilities: $2,400,000

A copy of the list of two largest unsecured creditors is available
for free at http://bankrupt.com/misc/mieb12-23618.pdf

The petition was signed by Janie A. Guiliani, managing member.


OFLYE TRUST: Case Summary & 12 Unsecured Creditors
--------------------------------------------------
Debtor: Oflye Trust
        c/o Capital Asset Mgt Assc,Inc (Trustee)
        2664 Lacy Street
        Los Angeles, CA 90031

Bankruptcy Case No.: 12-51490

Chapter 11 Petition Date: December 20, 2012

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Debtor's Counsel: Gail Higgins, Esq.
                  HIGGINS LAW FIRM
                  433 North Camden Dr, 4th Flr
                  Beverly Hills, CA 90210
                  Tel: (310) 279-5269
                  Fax: (310) 279-5270
                  E-mail: ghigginse@aol.com

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

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

A list of the Company's 12 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/cacb12-51490.pdf

The petition was signed by Lawrence Ladmirault, president of
trustee.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Spring Naud Associates, Ltd            12-30898   06/15/12
White Knoll Venture, Ltd               12-14737   02/09/12


ORCHARD SUPPLY: Pulls Two Members From Leadership Team
------------------------------------------------------
Orchard Supply Hardware Stores Corporation reduced its Senior
Leadership Team by two members to streamline operations and
eliminate a level in the Company's executive organizational
structure.

The Company terminated the employment of Mark A. Bussard, senior
vice president, Operations, effective on Dec. 18, 2012, and
Stephen W. Olsen, senior vice president, Supply Chain, IT, and
chief strategy officer, effective Feb. 2, 2013, though Mr. Olsen's
continuation with the Company through that date would be in a non-
executive capacity.

In connection with his termination, Mr. Bussard also resigned as a
director of the Company, effective Dec. 18, 2012.

The Company and Mr. Olsen entered into a Severance Agreement and
General Release on Dec. 21, 2012, which supersedes the Severance
Agreement by and between the parties dated July 16, 2010.  The New
Severance Agreement provides for:

   (i) a severance payment equivalent to nine months base salary

  (ii) payment of COBRA premiums through Nov. 30, 2013, if
       continued coverage under COBRA is timely elected; and

(iii) an outplacement services fee of $16,000.

The New Severance Agreement also includes a release of claims from
Mr. Olsen as well as a perpetual confidentiality covenant and a
post-termination non-solicitation of employees covenant for a nine
month period.  Mr. Olsen is entitled to revoke his acceptance of
the New Severance Agreement up through Dec. 28, 2012, which if
revoked, will be of no further force or effect and Mr. Olsen will
not be entitled to the severance benefits.

                       About Orchard Supply

San Jose, Calif.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  The Company was founded as a purchasing
cooperative in San Jose in 1931.  As of Oct. 27, 2012, the Company
had 89 stores in California.

The Company's balance sheet at Oct. 27, 2012, showed
$484.7 million in total assets, $482.2 million in total
liabilities, and stockholders' equity of $2.5 million.

According to the Company's quarterly report for the period ended
Oct. 27, 2012, the uncertainties surrounding the Company's ability
to replace or modify the Senior Secured Term Loan with its
lenders, and the consequences of its inability to replace or amend
the Senior Secured Term Loan or obtain an additional waiver of the
anticipated leverage covenant violation raise substantial doubt
about the Company's ability to continue as a going concern.

                            *    *     *

As reported by the TCR on Oct. 26, 2012, Moody's Investors Service
lowered Orchard Supply Hardware Stores Corporation's ("OSH")
Corporate Family and Probability of Default ratings to Caa1 from
B3.  The downgrade of OSH's Corporate Family Rating reflect
continued negative trends in operating performance, as well as
impending debt maturities and declining cushion on term loan
covenants.


POSITIVEID CORP: Signs License Agreement with The Boeing Company
----------------------------------------------------------------
PositiveID Corporation has entered into a license agreement and a
teaming agreement with The Boeing Company, including a license fee
to PositiveID of $2.5 million.

The license agreement provides Boeing the exclusive license to
manufacture and sell PositiveID's M-BAND (Microfluidics-based
Bioagent Networked Detector) airborne bio-threat detector for the
U.S. Department of Homeland Security's BioWatch Generation 3
opportunity, as well as other opportunities (government or
commercial) that may arise in the North American market.  Under
the teaming agreement, PositiveID will retain exclusive rights to
serve as the reagent and assay supplier of the M-BAND systems to
Boeing in the U.S. market.  PositiveID will also retain the right
to sell M-BAND units, reagents and assays in international
markets.

PositiveID's M-BAND, developed under contract for DHS Science and
Technology Division, is a bioaerosol monitor with fully integrated
systems with sample collection, processing and detection modules
that continuously analyze air samples for the detection of
bacteria, viruses, and toxins.  Results from individual M-BAND
instruments are reported via a secure wireless network in real
time to give an accurate and up to date status for fielded
instruments in the aggregate.

William J. Caragol, Chairman and CEO of PositiveID, stated, "We
are very proud to team with Boeing on the BioWatch opportunity and
look forward to being a part of a strong team that exceeds the
expectations of our customers."

A unit of The Boeing Company, Boeing Defense, Space & Security is
one of the world's largest defense, space and security businesses
specializing in innovative and capabilities-driven customer
solutions, and the world's largest and most versatile manufacturer
of military aircraft.  Headquartered in St. Louis, Boeing Defense,
Space & Security is a $32 billion business with 60,000 employees
worldwide.

                          About PositiveID

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

EisnerAmper LLP, in New York, expressed substantial doubt about
PositiveID's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has a working capital
deficiency and an accumulated deficit.  "Additionally, the Company
has incurred operating losses since its inception and expects
operating losses to continue during 2012.

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


PROELITE INC: Isaach Blech Hikes Equity Stake to 86.1%
------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Isaac Blech disclosed that, as of Dec. 20,
2012, he beneficially owns 413,920,000 shares of common stock of
ProElite, Inc., representing 86.1% of the shares outstanding.
Mr. Blech previously reported beneficial ownership of
372,528,000 common shares or 84.8% equity stake as of Nov. 20,
2012.  A copy of the amended filing is available for free at:

                        http://is.gd/e2T04U

                         About ProElite Inc.

Los Angeles, Calif.-based ProElite, Inc., is a holding company for
entities that (a) organize and promote mixed martial arts matches,
and (b) create an internet community for martial arts enthusiasts
and practitioners.

On Oct. 20, 2008, management, with Board ratification, decided to
close or sell all operations and began an extended period of
restructuring its balance sheet, divesting itself of certain
assets, settlement of contingent liabilities, and attempting to
raise additional capital.

Effective Oct. 12, 2009, the Company entered into a Strategic
Investment Agreement with Stratus Media Group, Inc. ("SMGI")
pursuant to which the Company agreed to sell to SMGI, shares of
the Company's Series A Preferred Stock (the "Preferred Shares").
The Preferred Shares are convertible into the Common Stock of the
Company.  This transaction closed on June 14, 2011.

Gumbiner Savett Inc., in Santa Monica, Calif., expressed
substantial doubt about ProElite's ability to continue as a going
concern, following its audit of the Company's financial statements
as of and for the years ended Dec. 31, 2008, and 2007.  The
independent auditors noted that the Company has suffered losses
from operations and negative cash flows from operations.

The Company reported a net loss of $55.6 million for the fiscal
year ended Dec. 31, 2008, compared with a net loss of
$27.1 million for the fiscal year ended Dec. 31, 2007.

As a result of the decision to discontinue operations, the Company
did not have any revenues, cost of revenue, and gross profit for
the fiscal years ended Dec. 31, 2008, and 2007.

At Dec. 31, 2008, the Company's balance sheet showed $2.3 million
in total assets, $11.8 million in total liabilities, and a
shareholders' deficit of $9.5 million.

ProElite notified the U.S. Securities and Exchange Commission
that it requires additional time to complete the financial
statements for the fiscal quarter ended Sept. 30, 2011, and
cannot, without unreasonable effort and expense, file its Form 10-
Q on or before the prescribed filing date.  The Company also
notified the SEC regarding the late filing of its annual report on
Form 10-K for the period ended Dec. 31, 2011.


PACIFIC GOLD: Common Share Par Value Changed to $0.0000000001
-------------------------------------------------------------
Pacific Gold Corp. has filed a Certificate of Amendment to its
Articles of Incorporation with the Secretary of State of the State
of Nevada to change the par value of the Company's common stock
from $0.001 per share to $0.0000000001 per share.  A copy of the
Certificate of Amendment is available at http://is.gd/e13s18

                         About Pacific Gold

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

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

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

The Company's balance sheet at Sept. 30, 2012, showed $1.61
million in total assets, $5.12 million in total liabilities and a
$3.51 million total stockholders' deficit.


POWER3 MEDICAL: Amarantus Acquires IP Assets for $40,000
--------------------------------------------------------
Amarantus BioScience, Inc. has purchased all of the intellectual
property (IP) assets from Power3 Medical Products.  Power3 was in
bankruptcy, giving Amarantus the ability to acquire all of
Power3's the IP for the diagnosis of multiple neurodegenerative
diseases and oncology for $40,000.

With the acquisition of these assets, Amarantus added following
issued patents to its portfolio:

-- 12/802,630 - Diagnosis of Parkinson's Disease

-- 13/118,175 - Assays for diagnosis and therapeutics...ALS and
Parkinson's Disease

-- 12/069,807 - 47 Protein Biomarkers for Neurodegenerative
Diseases

-- 12/804,868 - Assays for Amyotrophic Lateral Sclerosis (ALS) and
ALS-like disorders

-- 13/153,669 - Diagnosis of Alzheimer's Disease

As part of the transaction, Amarantus took ownership of 20 pending
patent applications covering a variety of biomarkers and assays
related to the treatment of various diseases including
Parkinson's, Alzheimer's, and ALS, as well as patent applications
related to Breast Cancer, neuromuscular disease and Chronic
Myelogenous Leukemia (CML).  The Company also acquired all of the
data generated by Power3 while creating its IP portfolio.  All of
the disease states covered by the intellectual property acquired
from Power3 are related to Programmed Cell Death (Apoptosis).

"The patents, patent applications and supporting data sets
acquired as part of this as transaction are a tremendous addition
to our intellectual property estate, and fit well into the overall
diagnostics strategy Amarantus is pursuing to support our
therapeutics programs," said Gerald E. Commissiong, President and
CEO of Amarantus.  "We are now poised to advance our diagnostic
pipeline for Parkinson's disease and Alzheimer's disease towards
commercialization."

In addition, Amarantus has retained the services of Dr. Essam
Sheta, former CLIA Laboratory Director at Power3, to assist the
Company in preparing the Phase 2 validation study required to gain
Clinical Laboratory Improvement Amendments (CLIA) certification.
Upon CLIA certification, the Company intends to begin the
commercial sale of the NuroPro Parkinson's Disease Blood Test.

Earlier this year, Amarantus entered into an exclusive worldwide
license agreement with Power3 for the Company's NuroPro Blood Test
as it relates to Parkinson's disease diagnosis.  With the
acquisition of Power3's IP, Amarantus now owns the patents
underlying the license and has no further financial obligations to
Power3.

                    About Amarantus BioScience

Amarantus BioScience, Inc. -- http://www.Amarantus.com/-- is a
development-stage biotechnology company founded in January 2008.
The Company has a focus on developing certain biologics
surrounding the intellectual property and proprietary technologies
it owns to treat and/or diagnose Parkinson's disease, Traumatic
Brain Injury and other human diseases.  The Company owns the
intellectual property rights to a therapeutic protein known as
Mesencephalic-Astrocyte-derived Neurotrophic Factor ("MANF") and
is developing MANF-based products as treatments for brain
disorders.

                       About Power3 Medical

Power3 Medical filed a Chapter 7 bankruptcy petition (Bankr. S.D.
Tex. Case No. 12-32024) on March 5, 2012.

The Debtor is represented by:

         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

The Chapter 7 trustee can be reached at:

         Rodney D Tow
         TOW AND KOENIG PLLC
         26219 Oak Ridge Drive
         The Woodlands, TX 77380
         Tel: 281-681-9100


QUALITY DISTRIBUTION: Annette Sandberg Appointed to Board
---------------------------------------------------------
Quality Distribution, Inc.'s Board of Directors has appointed
Annette M. Sandberg as a director, effective Jan. 1, 2013.

Ms. Sandberg has more than 20 years of professional public safety
and law enforcement experience at Federal and State levels of
government.  Ms. Sandberg became the Administrator of the Federal
Motor Carrier Safety Administration (FMCSA) on Aug. 1, 2003, and
led the agency until April 1, 2006.  She also served as Deputy
Administrator of the National Highway Traffic Safety
Administration (NHTSA) from Feb. 11, 2002, until Nov. 25, 2002.

A nationally recognized expert in law enforcement and public
safety, Ms. Sandberg led the Washington State Patrol as Chief for
6 years.  When appointed in 1995, she was the first woman to lead
a state police agency.  She served in the Washington State Patrol
from 1983 to 1994 rising to the rank of Lieutenant.

Ms. Sandberg is currently of counsel at Scopelitis, Garvin, Light,
Hanson & Feary, P.C., a nationally recognized, full service
transportation law firm.  She also is principal of TransSafe
Consulting, LLC, which provides transportation, public safety, and
security consulting services to public and private organizations
dealing with regulatory policy compliance, implementation, and
management of complex transportation and safety programs.  Ms.
Sandberg received a law degree from the Seattle University School
of Law in 1993.  In 1988, she received an MBA, Magna Cum Laude,
from City University, Bellevue, Washington.  She attended the
Government Executive Institute at Harvard University in 1996 and
the FBI's National Executive Institute in 1998.

"We are very excited that Annette has agreed to join our Board of
Directors," said Tom White, chairman of the Board of Directors.
"Her wealth of experience in the transportation industry, and in
particular her experience with the transportation industry in
public service, will be a valuable resource to the Company in the
years to come."

                         By-laws Amendment

On Dec. 19, 2012, the Board of Directors amended the Amended and
Restated By-Laws of the Company.  The amendment articulates
procedures through which the Board of Directors can increase or
decrease the size of the Board of Directors.  A copy of the
amended By-Laws is available at http://is.gd/dV3LCi

                     About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

The Company reported net income of $23.43 million in 2011,
compared with a net loss of $7.40 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $513.05
million in total assets, $532.79 million in total liabilities and
a $19.74 million total shareholders' deficit.

                        Bankruptcy Warning

In its Form 10-K for 2011, the Company noted that it had
consolidated indebtedness and capital lease obligations, including
current maturities, of $307.1 million as of Dec. 31, 2011.  The
Company must make regular payments under the New ABL Facility and
its capital leases and semi-annual interest payments under its
2018 Notes.

The New ABL Facility matures August 2016.  However, the maturity
date of the New ABL Facility may be accelerated if the Company
defaults on its obligations.  If the maturity of the New ABL
Facility or such other debt is accelerated, the Company does not
believe that it will have sufficient cash on hand to repay the New
ABL Facility or such other debt or, unless conditions in the
credit markets improve significantly, that the Company will be
able to refinance the New ABL Facility or such other debt on
acceptable terms, or at all.  The failure to repay or refinance
the New ABL Facility or such other debt at maturity will have a
material adverse effect on the Company's business and financial
condition, would cause substantial liquidity problems and may
result in the bankruptcy of the Company or its subsidiaries.  Any
actual or potential bankruptcy or liquidity crisis may materially
harm the Company's relationships with its customers, suppliers and
independent affiliates.


QUANTUM FUEL: Brian Olson Appointed to Board of Directors
---------------------------------------------------------
Following the recommendation of the Nominating and Governance
Committee, the Board of Directors of Quantum Fuel Systems
Technologies Worldwide, Inc., appointed Brian Olson, the Company's
President and Chief Executive Officer, as a director of the
Company to fill a newly created vacancy.  Mr. Olson will serve as
a Class III director with a term continuing through the Company's
2013 Annual Meeting of Stockholders.  The Company's Board of
Directors now consists of six directors.

Mr. Olson has been serving as the Company's President and Chief
Executive Officer since May 2012, and prior to his appointment as
President and Chief Executive Officer served as the Company's
Chief Financial Officer and Treasurer since August 2002.  As an
employee director, Mr. Olson will not be entitled to any
compensation in connection with his services as a director.  Mr.
Olson was not appointed to any commmittees of the Board of
Directors and no such appointment is anticipated.

                         About Quantum Fuel

Lake Forest, Calif.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

The Company's balance sheet at Sept. 30, 2012, showed
$65.6 million in total assets, $45.8 million, and stockholders'
equity of $19.8 million.

According to the Company's quarterly report for the period ended
Sept. 30, 2012, the Company expects that its existing sources of
liquidity will only be sufficient to fund its activities through
Dec. 31, 2012.  "In order for us to have sufficient capital to
execute our business plan, fund our operations and meet our debt
obligations over this twelve month period, we will need to raise
additional capital and/or monetize certain assets.  We are
considering various cost-effective capital raising options and
alternatives including the sale of Schneider Power and/or other
assets, and the sale of equity and debt securities.  Although we
have been successful in the past in raising capital, we cannot
provide any assurance that we will be successful in doing so in
the future to the extent necessary to be able to fund all of our
growth initiatives, operating activities and obligations through
Sept. 30, 2013, which raises substantial doubt about our ability
to continue as a going concern."

As reported in the TCR on March 30, 2012, Haskell & White LLP, in
Irvine, California, expressed substantial doubt about the
Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that
Company incurred significant operating losses and used a
significant amount of cash in operations during the
eight months ended Dec. 31, 2011.


REEVES DEVELOPMENT: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Reeves Development Company, LLC, filed with the Bankruptcy Court
for the Western District of Louisiana its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,000,000
  B. Personal Property            $3,454,626
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,406,309
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $557,715
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,192,573
                                 -----------      -----------
        TOTAL                    $15,454,626      $20,156,597

                     About Reeves Development

Reeves Development Company, LLC, a commercial and residential real
estate developer, filed a Chapter 11 petition (Bankr. W.D. La.
Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012.
The closely held developer was founded in 1998 by Charles Reeves
Jr., its sole owner.  Reeves Development has about 80 employees
and generates about $40 million in annual revenue, according to
its Web site.

Bankruptcy Judge Robert Summerhays oversees the case.  Steffes,
Vingiello & McKenzie, LLC, in Baton Rouge, serves as the Debtor's
counsel.

Reeves Development estimated assets and debts of $10 million to
$50 million.

Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.


RITE AID: Reports $61.9 Million Net Income in Dec. 1 Quarter
------------------------------------------------------------
Rite Aid Corporation reported net income of $61.87 million on
$6.23 billion of revenue for the 13 weeks ended Dec. 1, 2012,
compared with a net loss of $51.98 million on $6.31 billion of
revenue for the 13 weeks ended Nov. 26, 2011.

The Company's balance sheet at Dec. 1, 2012, showed $7.18 billion
in total assets, $9.76 billion in total liabilities, and a
$2.57 billion total stockholders' deficit.

"We have reached a significant milestone in our turnaround efforts
by returning to profitability," said Rite Aid Chairman, President
and CEO John Standley.  "We have now increased Adjusted EBITDA and
same store prescription counts for eight consecutive quarters.
Our third quarter performance is the result of our entire team's
continued efforts to fundamentally improve our business."

"Our record Adjusted EBITDA was driven by strong prescription
count growth, an increase in front-end same store sales and higher
pharmacy gross margin resulting from the introduction of new
generic medications.  While we are pleased with our third quarter
results, we remain focused on sustaining our positive momentum and
achieving long-term success," Standley added.

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

                       http://is.gd/LdFmmU

                       About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid reported a net loss of $368.57 million for the fiscal
year ended March 3, 2012, a net loss of $555.42 million for the
year ended Feb. 26, 2011, and a net loss of $506.67 million for
the year ended Feb. 27, 2010.

                           *     *     *

In February 2012, S&P affirmed Rite Aid's 'B-' corporate credit
rating.  During that time, Moody's Investors Service also affirmed
its Caa2 Corporate Family Rating, Caa2 Probability of Default
Rating, and SGL-3 Speculative Grade Liquidity rating.

"The ratings reflect our expectation that Camp Hill, Pa.-based
retail drugstore chain Rite Aid Corp.'s financial risk profile
will remain 'highly leveraged', despite improving sales trends,
due to its significant debt," said Standard & Poor's credit
analyst Ana Lai.

Moody's said in February that Rite Aid's Caa2 Corporate Family
Rating reflects its weak credit metrics and unsustainable capital
structure with debt to EBITDA of 8.8 times and EBITA to interest
expense of 0.8 times.  Although Moody's believes that Rite Aid
earnings will benefit from Walgreen's dispute with Express Scripts
as well as from the strong generic pipeline, Moody's anticipates
that lower reimbursement rates will offset some of this positive
earnings pressure.  Thus, Moody's forecasts that Rite Aid's credit
metrics will remain weak.  In addition, Rite Aid faces a tradeoff
between the need to address its sizable 2014 and 2015 debt
maturities against the likelihood that any refinancing will be at
a higher interest rate.  Should Rite Aid successfully refinance
its 2014 and 2015 debt maturities, its borrowing costs will likely
increase further weakening Rite Aid's interest coverage.
Consequently, Moody's is concerned that Rite Aid may choose to
voluntarily restructure its debt over the medium term.


ROTECH HEALTHCARE: Has $25MM Credit Agreement with Silver Point
---------------------------------------------------------------
Rotech Healthcare Inc. has entered into a new term loan credit
agreement with Silver Point Finance, LLC, relating to a new term
loan credit facility in an aggregate principal amount of
$25 million.  The Company borrowed $23.5 million under the new
facility on Dec. 21, 2012.  The remaining $1.5 million portion of
the new facility not yet borrowed may be borrowed on a delayed
draw basis on or before Jan. 1, 2014, so long as certain limited
conditions as set forth in the credit agreement are satisfied.
The facility replaces and repays the Company's existing
commitments and loans under the Company's prior credit agreement
and, assuming the Company will borrow the $1.5 million portion of
the facility not yet borrowed, increases the Company's available
liquidity by approximately $15 million.

The loans under the new facility will mature on April 30, 2015, at
which point the entire principal amount is due.  The new credit
agreement does not require any amortization payments in respect of
the loans.  All principal borrowings under the facility
participate in a first priority security interest in substantially
all of the Company's and the subsidiary guarantors' assets with
the Company's $230 million in aggregate principal amount of 10.75%
senior secured notes due Oct. 15, 2015.

"We expect that proceeds from the new credit facility will provide
the Company with additional flexibility to respond to competitive
changes and opportunities in the industry and will support the
Company's working capital needs as we implement our business
plans," said Philip Carter, president and chief executive officer.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $255.76
million in total assets, $601.98 million in total liabilities and
a $346.22 million total stockholders' deficiency.

                         Bankruptcy Warning

"In the event that we lack the ability to generate adequate cash
to support our ongoing operations, we may need to access the
financial markets by seeking additional debt or equity financing.
As disclosed in our Risk Factors, there may be uncertainty
surrounding our ability to access capital in the marketplace.  The
Company may be unable to secure the $15.0 million in additional
financing permitted to it under the Indentures for our Senior
Secured Notes and our Senior Second Lien Notes or to refinance its
indebtedness on commercially reasonable terms, in which case it
would need to identify alternative options to address its current
and prospective credit situation, such as a sale of the Company or
other strategic transaction, or a transformative transaction, such
as a possible restructuring or reorganization of the Company's
operations which could include filing for bankruptcy protection,"
the Company said in its quarterly report for the period ended
Sept. 30, 2012.

                           *     *     *

As reported by the TCR on Aug. 21, 2012, Standard & Poor's Ratings
Services lowered its rating on Orlando, Fla.-based Rotech
Healthcare Inc. to 'CCC-' from 'B'.  "The ratings reflect Rotech's
highly leveraged financial risk profile, dominated by its weak
liquidity position, high debt burden and overall sensitivity of
credit metrics to the uncertain reimbursement environment," said
Standard & Poor's credit analyst Tahira Wright.

In the Aug. 30, 2012, edition of the TCR, Moody's Investors
Service downgraded Rotech Healthcare, Inc.'s Corporate Family
Rating to Caa3 from B3 and Probability of Default Rating to Caa3
from B2.  This rating action is based on Moody's expectation that
Rotech's liquidity and credit metrics -- which are already weak --
will deteriorate further over the next few quarters.  Moody's
expects continued top-line pressure from Medicare reimbursement
cuts in 2013.


SAND TECHNOLOGY: Incurs C$465,000 Net Loss in Oct. 31 Quarter
-------------------------------------------------------------
SAND Technology Inc. reported a net loss and comprehensive loss of
C$464,932 on C$578,223 of revenue for the three months ended
Oct. 31, 2012, compared with net income and comprehensive income
of C$6.76 million on C$600,341 of revenue for the same period
during the prior year.

The Company's balance sheet at Oct. 31, 2012, showed
C$2.57 million in total assets, C$2.97 million in total
liabilities and a C$400,901 shareholders' deficiency.

"With the exception of the year ended July 31, 2012, the Company
has incurred operating losses in the past years and has
accumulated a deficit of $42,595,240 as at October 31, 2012.  The
Company has also generated negative cash flows from operations.
Historically, the Company financed its operating and capital
requirements mainly through issuances of debt and equity.  The
Company's continuation as a going concern is dependent upon,
amongst other things, attaining a satisfactory revenue level, the
support of its customers, a return to profitable operations and
the generation of cash from operations, the ability to secure new
financing arrangements and new capital.  These matters are
dependent on a number of items outside of the Company's control.
These material uncertainties cast significant doubt regarding the
Company's ability to continue as a going concern."

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

                        http://is.gd/yzeirw

                        About SAND Technology

Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF)
-- http://www.sand.com/-- provides Data Management Software and
Best Practices for storing, accessing, and analyzing large amounts
of data on-demand while lowering TCO, leveraging existing
infrastructure and improving operational performance.

SAND/DNA solutions include CRM analytics, and specialized
applications for government, healthcare, financial services,
telecommunications, retail, transportation, and other business
sectors.  SAND Technology has offices in the United States,
Canada, the United Kingdom and Central Europe.

SAND Technology reported net income and comprehensive income of
C$2.80 million for the year ended July 31, 2012, compared with a
net loss and comprehensive loss of C$2.20 million during the prior
year.


SEARCHMEDIA HOLDINGS: Units Deregistered from NYSE
--------------------------------------------------
The NYSE MKT LLC filed a Form 25 with the U.S. Securities and
Exchange Commission to remove from listing or registration units
of Searchmedia Holdings Ltd.

                         About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, issued a "going
concern" qualification on the consolidated financials statements
for the year ended Dec. 31, 2011.  The independent auditors noted
that the Company has suffered recurring losses and has a working
capital deficiency of approximately $31,000,000 at Dec. 31, 2011,
which raises substantial doubt about its ability to continue as a
going concern.

Searchmedia Holdings reported a net loss of $13.45 million
in 2011, a net loss of $46.63 million in 2010, and a net loss of
$22.64 million in 2009.

The Company's balance sheet at June 30, 2012, showed US$39.18
million in total assets, US$41.22 million in total liabilities and
a US$2.04 million total shareholders' deficit.


SKINNY NUTRITIONAL: Trim Standstill Pact Extended for 30 days
-------------------------------------------------------------
Skinny Nutritional Corp. and purchaser Trim Capital, LLC, entered
into an amendment to the Standstill Agreement dated as of Oct. 19,
2012. The purpose of the amendment is to provide the Company and
Purchaser an additional 30-day period of time within which they
will continue their discussions regarding the status of, and
obligations under, the Securities Purchase Agreement dated
June 28, 2012.

Pursuant to the original Standstill Agreement, the parties agreed
to forebear from commencing or prosecuting any claims against the
other or their respective affiliates during a 60-day standstill
period and that the Purchaser will, subject to certain exceptions
and conditions, abide by certain standstill provisions.  The
Standstill Agreement also provided that during the standstill
period, certain of the terms and conditions of the Purchase
Agreement will be suspended, and the covenant against soliciting
alternative transactions is terminated effective immediately.

A copy of the Amended Standstill Agreement is available at:

                         http://is.gd/9JScae

                          Interim CFO Quits

On Dec. 17, 2012, James Arsenault, who has been serving as the
interim Chief Financial Officer of Skinny Nutritional Corp.
notified the Company that he has determined to resign from the
Company for personal reasons, effective immediately.  The Company
intends to seek a new Chief Financial Officer as soon as possible.

                      About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company reported a net loss of $7.66 million in 2011, compared
with a net loss of $6.91 million in 2010.

In its audit report for the 2011 financial statements, Marcum LLP,
in Bala Cynwyd, Pennsylvania, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company had a working capital
deficiency of $3.17 million, an accumulated deficit of
$45,492,945, stockholders' deficit of $1.74 million and no cash on
hand.  The Company had net losses of $7.67 million and $6.91
million for the years ended Dec. 31, 2011, and 2010, respectively.
Additionally, the Company is currently in arrears under its
obligation for the purchase of trademarks.  Under the agreement,
the seller of the trademarks may choose to exercise their legal
rights against the Company's assets, which includes the
trademarks.

The Company's balance sheet at June 30, 2012, showed $2.92 million
in total assets, $6.01 million in total liabilities, all current,
and a $3.08 million stockholders' deficit.

                        Bankruptcy Warning

On June 28, 2012, the Company and Trim Capital, LLC, entered into
a Purchase Agreement relating to a financing transaction for a
maximum of $15,000,000 in total proceeds to the Company.

Under the Note, the termination of the Purchase Agreement prior to
the consummation of the third closing for any reason other than by
the Company due to a breach by Trim Capital or its affiliates is
an event of default under the Notes, making the Notes become
immediately due and payable.

"As our cash resources are extremely limited, we do not anticipate
having sufficient capital to repay the Notes in such an event.  If
we cannot repay the Notes when due, the Purchaser, as the holder
of the Notes will be able to exercise its rights as a secured
party under the Security Agreement and IP Security Agreement,
including foreclosure on our assets.  As the collateral securing
our obligations under the Notes consist of all of our assets, upon
an event of default, the Purchaser, as the holder of the Notes,
would be in a position to take possession of all of our assets,
subject to the rights of our senior lender.  Further, we would not
have sufficient assets with which to repay our creditors, who in
turn would be likely to take action against us to protect their
interests.  In addition, our suppliers would also be expected to
cease doing business with us and we would need to consider seeking
protection under applicable bankruptcy laws or cease doing
business altogether."


STILLBROOKE HOMES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Stillbrooke Homes of Texas, Inc.
        dba Bud Bartley Homes
        3419 Cross Timbers Road
        Suite 101
        Flower Mound, TX 75028

Bankruptcy Case No.: 12-46875

Chapter 11 Petition Date: December 20, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Joseph F. Postnikoff, Esq.
                  GOODRICH POSTNIKOFF & ASSOCIATES, LLP
                  777 Main St., Suite 1360
                  Ft. Worth, TX 76102
                  Tel: (817) 347-5261
                  Fax: (817) 335-941
                  E-mail: jpostnikoff@gpalaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/txnb12-46875.pdf

The petition was signed by Jack Oppel, president.


SUPERMEDIA INC: Continues to Seek OK on Plans, Credit Amendments
----------------------------------------------------------------
SuperMedia Inc. received signature pages to the Support and
Limited Waiver Agreement, dated as of Dec. 5, 2012, by and among
SuperMedia, certain of its subsidiaries, JP Morgan Chase Bank,
N.A., and certain of the lenders under its senior secured credit
facility from sufficient lenders such that more than half in
number (but not all) of the holders, and more than two-thirds in
amount, of the debt issued under the SuperMedia Credit Facility
have become parties to the SuperMedia Support Agreement.

SuperMedia was also notified that more than half in number (but
not all) of the holders, and more than two-thirds in amount, of
the debt issued under Dex One Corporation's senior secured credit
facilities have become parties to the Support and Limited Waiver
Agreement, dated as of Dec. 5, 2012, by and among Dex One, certain
of its subsidiaries, JP Morgan Chase Bank, N.A., Deutsche Bank
Trust Company Americas and certain of the lenders under the Dex
One Credit Facilities.  As a result, the number of lenders
contractually obligated to vote in favor of certain voluntary pre-
packaged plans under Chapter 11 of the U.S. bankruptcy code that
would effect the contemplated merger between SuperMedia and Dex
One exceeds the thresholds required for approval of those pre-
packaged plans by those creditors under applicable bankruptcy law.

Each of SuperMedia and Dex One intends to (a) continue seeking
joinders from lenders under the SuperMedia  Credit Facility and
the Dex One Credit Facilities to the SuperMedia Support Agreement
and the Dex One Support Agreement (so the foregoing percentages
may increase), (b) continue seeking consents from lenders under
the SuperMedia Credit Facility and the Dex One Credit Facility to
certain amendments to the SuperMedia Credit Facility and the Dex
One Credit Facilities in an out of court process, (c) solicit
approval of the Plans from lenders under the SuperMedia Credit
Facility and the Dex One Credit Facilities, and (d) solicit
approval of the Plans and the Amended and Restated Agreement and
Plan of Merger governing the Merger from the stockholders of each
company.  SuperMedia expects these solicitations to commence in
the first quarter of 2013.

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

                        http://is.gd/9qMpL4

                         About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection (Bankr.
N.D. Tex. Lead Case No. 09-31828) on March 31, 2009.  The Debtors'
financial condition as of Dec. 31, 2008, showed total assets of
$1,815,000,000 and total debts of $9,515,000,000.  Toby L. Gerber,
Esq., at Fulbright & Jaworski, LLP, represented the Debtors in
their restructuring efforts.  The Debtors tapped Moelis & Company
as their investment banker; Kurtzman Carson Consultants LLC as
their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


SUPERMEDIA INC: Hayman Capital Discloses 9.9% Equity Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Hayman Capital Management, L.P., and its affiliates
disclosed that, as of Dec. 12, 2012, they beneficially own
1,560,941 shares of common stock of Supermedia Inc. representing
9.96% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/KV0IKE

                          About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection (Bankr.
N.D. Tex. Lead Case No. 09-31828) on March 31, 2009.  The Debtors'
financial condition as of Dec. 31, 2008, showed total assets of
$1,815,000,000 and total debts of $9,515,000,000.  Toby L. Gerber,
Esq., at Fulbright & Jaworski, LLP, represented the Debtors in
their restructuring efforts.  The Debtors tapped Moelis & Company
as their investment banker; Kurtzman Carson Consultants LLC as
their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


THERMOENERGY CORP: James Wood Named President and CEO
-----------------------------------------------------
ThermoEnergy Corporation, entered into an Executive Employment
with James F. Wood, pursuant to which Mr. Wood was appointed,
effective as of Jan. 2, 2013, as the Company's President and Chief
Executive Officer.  Also effective as of Jan. 2, 2013, Mr. Wood
was elected to the Company's Board of Directors and selected as
Chairman of the Board.  Mr. Wood will succeed Cary G. Bullock, who
will retire as of Jan. 2, 2013.  Mr. Bullock will continue to
serve as a non-employee member of the Company's Board of
Directors.

In connection with his appointment, Mr. Wood was also appointed,
effective as of Jan. 2, 2013, as a member of the Board of
Directors and Chief Executive Officer of the Company's subsidiary,
ThermoEnergy Power Systems LLC, and as a member of the Board of
Directors and President of the Company's subsidiary, CASTion
Corporation.

Mr. Wood, who is 70 years old, has served since October 2009 as
Deputy Assistant Secretary for Clean Coal in the United States
Department of Energy.  In this position, he was responsible for
the management and direction of the Department of Energy's Office
of Fossil Energy's clean coal research and development programs.
Chief among these is the Carbon Capture, Utilization and Storage
program, the Clean Coal Power Initiative, and the Office of Fossil
Energy's $3.4 billion portfolio of Recovery Act projects.

Mr. Wood has over 30 years of experience in the power industry.
Prior to joining the government, he was, from November 2001 to
September 2009, President and CEO of Babcock Power Inc., a
designer and manufacturer of environmental, pressure part, heat
exchanger, combustion equipment and after-market services for the
power generation industry with whom we were engaged in a joint
venture known as Babcock-Thermo Clean Carbon LLC.  From 1996 to
2001, Mr. Wood was President of Babcock & Wilcox Co., an
integrated world-wide provider of boiler-systems and after-market
services to the power industry.

Earlier in his career, Mr. Wood worked in various positions for
Babcock & Wilcox and for Wheelabrator Environmental Systems Inc.
He has resided abroad for significant periods of time, including
in Italy, India, Belgium, Colombia, and Ecuador, and was
responsible for Babcock & Wilcox's foreign subsidiaries and
ventures in China, Turkey, Egypt and Indonesia.  While in the
private sector, Mr. Wood served on two federal advisory councils:
the National Coal Council and the US-Egypt President's Council.

Mr. Wood is Fellow of the American Society of Mechanical Engineers
and a Trustee of Clarkson University.  He holds a B.S. in Chemical
Engineering from Clarkson and an MBA with a focus on international
economics from Kent State University.

Pursuant to Mr. Wood's Executive Employment Agreement, the Company
has agreed to pay him a base salary of $230,000, with eligibility
for performance bonuses, from time to time, in accordance with
incentive compensation arrangements to be established by the
Benefits and Compensation Committee of our Board of Directors.
Mr. Wood's Executive Employment Agreement is available for at:

                        http://is.gd/0jDyi8

Pursuant to Mr. Wood's Executive Employment Agreement, on Jan. 2,
2013, the Company will award Mr. Wood a stock option for the
purchase of 13,750,000 shares of the Company's common stock at an
exercise price equal to the closing price of the Company's common
stock in the over-the-counter market on Dec. 31, 2012, with a
provision for net surrender cashless exercise.  The option has a
term of ten years, subject to Mr. Wood's continued employment with
us, and vests in quarterly installments through Dec. 31, 2016;
provided, however, that if, prior to Dec. 31, 2016, Mr. Wood's
employment is terminated for any reason other than (i) by the
Company for Cause or (ii) voluntarily by Mr. Wood without Good
Reasons, within 90 days after a "Change of Control", the option
will immediately vest with respect to 50% of the shares that were
unvested on the date of the Change of Control.

                   Fires Chief Financial Officer

On Dec. 17, 2012, the employment of Teodor Klowan, Jr., the
Company's Executive Vice President and Chief Financial Officer,
was terminated in accordance with his Executive Employment
Agreement dated Nov. 2, 2009.  Pending appointment of Mr. Klowan's
successor, Gregory M. Landegger, the Company's Vice President and
Chief Operating Officer, will assume the responsibilities of
interim Chief Financial Officer and Brian M. Milette, the
Company's Vice President - Finance, will assume the
responsibilities of interim Chief Accounting Officer.

                      Amends 63.8MM Prospectus

ThermoEnergy filed with the U.S. Securities and Exchange
Commission amendment no.1 to the Form S-1 relating to the resale
of up to 63,856,250 shares of common stock, par value $0.001 per
share, of the Company that may be sold from time to time by George
M. Abraham, Jeffrey Burt IRA, Dawson James Securities, Inc.  The
Company will not receive any proceeds from the sale of the common
stock by the selling stockholders.

The Company's common stock is currently traded on the Over-the-
Counter Bulletin Board under the symbol "TMEN.OB."  On Dec. 12,
2012, the last reported sale price of the Company's common stock
on the OTCBB was $0.075 per share.

A copy of the amended prospectus is available for free at:

                       http://is.gd/CZtVF6

                  About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

After auditing the 2011 results, Grant Thornton LLP, in Boston,
Massachusetts, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company incurred a net loss for the year ended
Dec. 31, 2011, and, as of that date, the Company's current
liabilities exceeded its current assets by $3,387,000 and its
total liabilities exceeded its total assets by $4,603,000.

The Company reported a net loss of $17.38 million in 2011,
compared with a net loss of $14.85 million during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$3.85 million in total assets, $13.06 million in total
liabilities, and a $9.21 million total stockholders' deficiency.


THQ INC: Meeting to Form Creditors Committee Tomorrow
-----------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on Jan. 3, 2013, at 10:00 a.m. in
the bankruptcy cases THQ Inc., et al.  The meeting will be held
at:

         J Caleb Boggs Federal Building
         844 King Street, Room 5209
         Wilmington DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                            About THQ

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

THQ has a deal to sell its video-game development business to
Clearlake Capital Group LP for about $60 million, absent higher
and better offers at an auction proposed for January 2013.
Clearlake and existing lender Wells Fargo Capital Finance LLC are
providing $10 million of DIP financing.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.


THQ INC: Notifies SEC of Bankruptcy Filing
------------------------------------------
on Dec. 19, 2012, THQ Inc., and its domestic subsidiaries filed
voluntary petitions for reorganization relief under the provisions
of chapter 11 of title 11 of the United States Code in the United
States Bankruptcy Court for the District of Delaware.  Documents
filed in connection with the Chapter 11 filing will be accessible
at the Bankruptcy Court's Internet site, www.deb.uscourts.gov,
through an account obtained from Pacer Service Center at 1-800-
676-6856.  Additional information may also be found at the
Company's Web site at http://www.thq.com/

                             About THQ

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

THQ has a deal to sell its video-game development business to
Clearlake Capital Group LP for about $60 million, absent higher
and better offers at an auction proposed for January 2013.
Clearlake and existing lender Wells Fargo Capital Finance LLC are
providing $10 million of DIP financing.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.


TOPS HOLDING: Withdraws Offer to Purchase 10.125% Senior Notes
--------------------------------------------------------------
Tops Holding Corporation and Tops Markets, LLC, announced that,
effective immediately, in accordance with the Offer to Purchase
and Consent Solicitation Statement dated Dec. 6, 2012, they have
withdrawn their previously announced cash tender offer to purchase
any and all of their outstanding 10.125% senior secured notes due
2015, and related consent solicitation to effect certain proposed
amendments to the indenture governing the Notes and related
collateral documents.  Therefore, no Notes will be purchased
pursuant to the Offer and any Notes previously tendered will be
promptly returned to the holders of those Notes and will remain
outstanding and continue to accrue interest.  In addition, the
Issuers have called all of the Notes for redemption on Jan. 22,
2013, in accordance with the terms of the Indenture.

Amended and Restated Credit Agreement

On Dec. 14, 2012, Tops Holding Corporation, Tops Markets, LLC,
Tops Gift Card Company, LLC, and Tops PT, LLC, entered into an
amended and restated credit agreement for an asset-backed
revolving credit facility with Bank of America, N.A., as
Collateral Agent and Administrative Agent.  The size of the
facility under the Amended and Restated Credit Agreement is $125
million, with an option for future upsizing with up to $50 million
of incremental commitments if certain conditions are met.  The
borrowing base includes certain receivables and inventory
customary for a facility of this type.  The Amended and Restated
Credit Agreement is secured by the collateral pledged under the
Guaranty and Security Agreement dated Oct. 9, 2009.  The facility
will mature on or before Dec. 14, 2017, and is governed by New
York Law.

Indenture

Tops Holding Corporation and Tops Markets, LLC, completed an
offering of $460 million in aggregate principal amount of 8.875%
senior secured notes due 2017 in an offering exempt from
registration under the Securities Act of 1933, as amended.  The
2017 Notes are fully and unconditionally guaranteed on a senior
secured basis by Tops PT, LLC and Tops Gift Card Company, LLC.

The 2017 Notes were issued under an Indenture dated as of Dec. 20,
2012, among the Issuers, the Guarantors and U.S. Bank National
Association, as trustee and as collateral agent, and bear interest
at a rate of 8.875% per annum.  The Issuers will pay interest on
the 2017 Notes on June 15 and December 15 of each year, commencing
on June 15, 2013.  The 2017 Notes are redeemable, in whole or in
part, at any time on or after June 15, 2015, at the redemption
prices specified in the Indenture.  Prior to June 15, 2015, the
Issuers may redeem some or all of the 2017 Notes at a "make-whole"
premium as specified in the Indenture.  The 2017 Notes and the
guarantees of the 2017 Notes are senior secured obligations of the
Issuers and the Guarantors, respectively, will rank equally in
right of payment with all existing and future senior indebtedness
of the Issuers and the Guarantors, will rank senior to all
existing and future subordinated indebtedness of the Issuers and
the Guarantors and will mature on Dec. 15, 2017.

Registration Rights Agreement

The holders of the 2017 Notes are entitled to the benefits of a
Registration Rights Agreement dated as of Dec. 20, 2012, among the
Issuers, the Guarantors and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.  Pursuant to the Registration Rights Agreement, the
Issuers and the Guarantors have agreed to use their reasonable
best efforts to: (i) file a registration statement with the
Securities and Exchange Commission for an offer to exchange the
2017 Notes for a new issuance of substantially identical notes
issued under the Securities Act; (ii) cause the registration
statement to be declared effective and (iii) consummate the
Exchange Offer on or before 365 days after Dec. 20, 2012.  The
Issuers and the Guarantors may be required to file a shelf
registration statement to cover resales of the 2017 Notes under
certain circumstances.  If the Issuers fail to satisfy their
obligations under the Registration Rights Agreement, they may be
required to pay additional interest on the 2017 Notes.

Security Agreement

On Dec. 20, 2012, in connection with entry into the Indenture,
Tops Holding Corporation, Tops Markets, LLC, Tops Gift Card
Company, LLC, and Tops PT, LLC, entered into a security agreement
with U.S. Bank National Association, as Collateral Agent under the
2017 Notes.  Pursuant to the Security Agreement, the Company and
its subsidiaries have pledged substantially all of their assets as
collateral to secure the 2017 Notes.  The Security Agreement is
governed by New York law.

Intercreditor Agreement

In connection with entry into the Indenture, Tops Holding
Corporation and Tops Markets, LLC, entered into an intercreditor
agreement with Bank of America, N.A., as Collateral Agent under
the Amended and Restated Credit Agreement, and U.S. Bank National
Association, as Collateral Agent under the Indenture.  The
Intercreditor Agreement provides for, among other things, the
terms by which the liens on certain collateral securing
obligations under, and guarantees granted in favor of the lenders
of the 2017 Notes and certain other debt that may be incurred by
the Company, will be subordinated in priority to the liens on such
collateral securing the obligations under the Amended and Restated
Credit Agreement and guarantees granted in favor thereof.

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

                        http://is.gd/8IXiUs

                        About Tops Markets

Privately owned Tops Markets, LLC headquartered in Williamsville,
New York, operates a chain of 71 owned Tops supermarkets and 5
franchised stores ("legacy stores") in western New York state,
with approximately $1.7 billion of annual revenues.  In February
2010, Tops acquired 79 stores from the bankruptcy estate of Penn
Traffic.  Tops continues to operate 55 stores, of which 7 may sold
or closed as a result of a preliminary FTC order.  The remaining
48 stores are in the final process of being re-branded as Tops
stores.  Tops' primary markets have historically been the Buffalo
and Rochester metro areas, and will expand to the south and east
with the acquisition of the Syracuse-based Penn Traffic stores.
The company is 75% owned by Morgan Stanley Capital Partners, with
remaining ownership held largely by a unit of HSBC and company
management.

The Company's balance sheet at Oct. 6, 2012, showed $661.49
million in total assets, $705.22 million in total liabilities and
a $43.73 million total shareholders' deficit.

                           *     *     *

In the Nov. 25, 2011, edition of the TCR, Moody's Investors
Service upgraded the Corporate Family and Probability of Default
Ratings of Tops Holding Corporation ("Tops") to B3 from Caa1.
Tops Corporate Family Rating of B3 reflects the company's weak
credit metrics, its modest size relative to competitors, regional
concentration and aggressive financial policies.  The rating is
supported by its stable operating performance in a challenging
business and competitive environment, its good regional market
presence and its good liquidity.

As reported by the TCR on April 30, 2012, Standard & Poor's
Ratings Services raised its ratings on Buffalo, N.Y.-based Tops
Holdings Corp., including the corporate credit rating to 'B+' from
'B'.

"The upgrade primarily reflects our revised view of the company's
financial risk profile as 'aggressive' from 'highly leveraged,'"
said Standard & Poor's credit analyst Charles Pinson-Rose.


TRANS-LUX CORP: Amends 27.2 Million Common Shares Prospectus
------------------------------------------------------------
Trans-Lux Corporation filed an amendment no. 1 to the Form S-1
with the U.S. Securities and Exchange Commission relating to the
sale by Peter L. and Jonnet Abeles, Richard V. Aghababian, Allan
Brumberger, et al., of up to 27,190,000 shares of the Company's
common stock.  All of these shares of the Company's common stock
are being offered for resale by the selling stockholders.

The selling stockholders will offer their shares at a fixed price
of $0.39 per share until the Company's common shares are quoted on
the Over-the-Counter Bulletin Board, and thereafter, at prevailing
market prices or privately negotiated prices.  The Company will
not receive any proceeds from the sale of these shares by the
selling stockholders.

The Company will bear all costs relating to the registration of
these shares of the Company's common stock, other than any selling
stockholders' legal or accounting costs or commissions.

The Company's common stock is quoted on the OTCQB under the symbol
"TNLX".  The last reported sale price of the Company's common
stock as reported by the OTCQB on Dec. 12, 2012, was $0.20 per
share.

A copy of the amended prospectus is available for free at:

                         http://is.gd/1wSLFQ

                     About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company reported a net loss of $1.42 million in 2011, compared
with a net loss of $7.03 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $23.62
million in total assets, $20.37 million in total liabilities, and
$3.25 million in total stockholders' equity.


TRIBUNE CO: Emerges From Chapter 11 Restructuring Process
---------------------------------------------------------
Tribune Company on Dec. 31 disclosed that it has successfully
emerged from its Chapter 11 restructuring process.  The company's
plan of reorganization was confirmed by the U.S. Bankruptcy Court
for the District of Delaware in July, and the Federal
Communications Commission granted Tribune the necessary transfer
applications and waivers in November.  Tribune's plan of
reorganization officially became effective Monday, Dec. 31, 2012,
and distributions to creditors have been initiated.

"Tribune emerges from the bankruptcy process as a multi-media
company with a great mix of profitable assets, strong brands in
major markets and a much-improved capital structure," said Eddy
Hartenstein, Tribune's chief executive officer.  "The company's
greatest asset, however, is its employees who, individually and
collectively, have remained focused on serving our viewers,
readers, advertisers and communities with a single-minded sense of
purpose and dedication.  I want to thank all our employees for
their talent and effort throughout this four-year process."

In connection with emergence, Tribune closed on a new $1.1 billion
senior secured term loan and a new $300 million asset based
revolving credit facility.  The term loan will be used to fund
certain required payments under the plan of reorganization, and
the revolving credit facility will be used to fund ongoing
operations.

In addition, Tribune's pre-petition credit facilities and
outstanding notes and debentures were cancelled and extinguished,
and its pre-petition common stock was cancelled.  Upon completion
of all distributions under the plan of reorganization, Tribune
will have issued to former creditors a mix of approximately 100
million shares of new class A common stock and new class B common
stock and new warrants to purchase shares of new class A or class
B common stock.  Former creditors entitled to receive a
distribution of Tribune's new common stock or new warrants are
encouraged to review the information and documents which will be
posted to Tribune's Web site at http://www.tribune.comrelating to
such securities, including Tribune's Amended and Restated
Certificate of Incorporation, Amended and Restated Bylaws, the
warrant agreement setting forth the terms of the new warrants and
other information, including FAQs with respect to distributions
under the plan of reorganization.

"In accordance with our restructuring plan, Tribune's subsidiary
creditors and vendors are receiving payment in full -- 100%
recovery of what they are owed," said Hartenstein.  "These long-
term relationships are very important to the company and we are
pleased to have successfully resolved these obligations."

Tribune issued a press release Dec. 30 to announce its expected
emergence the following day.

The company also announced its new Board of Directors, effective
immediately: Bruce Karsh, Ken Liang, Peter Murphy, Ross Levinsohn,
Craig A. Jacobson, Peter Liguori, and Eddy Hartenstein.

According to the Dec. 30 announcement, Tribune's new Board of
Directors will convene its first meeting in the next several
weeks, at which time it will define the roles of its members, its
committee structure, and designate and ratify the company's
executive officers.  Chief executive officer Eddy Hartenstein will
remain in his current role until that time.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRISTAN OIL: Enters Into Sharing Agreement with Noteholders
-----------------------------------------------------------
Tristan Oil Ltd., the issuer of 10-1/2 per cent senior secured
notes due Jan. 1, 2012 in the aggregate principal amount of
US$531,110,000 disclosed that on December 17, 2012, it entered
into an agreement (the Sharing Agreement) with holders of Notes
holding 64.25% of the aggregate principal amount of Notes (the
Majority Noteholders).  Subsequently, additional holders of Notes
have adhered to the Sharing Agreement (together with the Majority
Noteholders, the Participating Noteholders) such that, as at
December 31, 2012, Participating Noteholders holding in excess of
88.5% of the aggregate principal amount of the Notes are parties
to the Sharing Agreement.

Parties associated with Tristan, including its shareholder
Anatolie Stati, along with Gabriel Stati, Ascom Group S.A. and
Terra Raf Trans Traiding Ltd. (the Claimant Parties), have
initiated an arbitration against the Republic of Kazakhstan
seeking substantial damages for the alleged expropriation of
certain of the Claimant Parties' interests in Kazpolmunay LLP and
Tolkynneftegaz LLP, the Guarantors under the Notes, as well as
certain other assets of the Guarantors (the Arbitration).

The Claimant Parties contend that as a result of these actions by
the Republic of Kazakhstan, Tristan failed to pay interest on the
Notes on July 1, 2010.  That failure subsequently became an Event
of Default and additional Events of Default under the Notes have
occurred and are continuing as a result of the Notes having
matured and the failure of Tristan or the Guarantors to make
payment thereon.

Summary Description of Sharing Agreement:

Under the Sharing Agreement:

-- Any proceeds collected as a result of an award or settlement of
the Arbitration (an Award) will be paid into a blocked account in
New York.

-- The Proceeds will be shared between the Claimant Parties and
the Participating Noteholders; once certain costs have been paid,
the Participating Noteholders will receive 70% of any such
proceeds until principal and interest on their Notes have been
repaid in full.

-- Interest will accrue under the Notes after January 1, 2012 at
the rate of interest, if any, provided in the Award.

-- The Claimant Parties have granted to the Participating
Noteholders a collateral assignment over the product and proceeds
of the Arbitration as security for their obligations under the
Sharing Agreement.

-- The Participating Noteholders have agreed to extend the
maturity of their Notes until January 1, 2016, although the
Participating Noteholders have retained the right to take
enforcement action against the original guarantors of the Notes
after January 1, 2014.

-- The Participating Noteholders have agreed that, in the event
that they recover any proceeds from enforcement action against the
guarantors of the notes, they will, in certain circumstances,
share these with the Claimant Parties applying the same formula
that will apply in relation to the proceeds of an Award.

-- If the Participating Noteholders recover a "Minimum Payment"
(being approximately 70% of what they are owed in respect of the
Notes) and certain conditions have been satisfied, Tristan will be
entitled to redeem their Notes for US$1.00.  In the event that the
Participating Noteholders recover less than this amount they will
retain their rights to take enforcement action under the Notes in
respect of the amounts they are still owed.

The Consent Solicitation and the Pre-Packaged Bankruptcy:

The benefits of the Sharing Agreement are to be made available to
all holders of Notes by way of a consent solicitation (the Consent
Solicitation) which will amend the terms of the Notes, including
those changes as set out above.  Following the Consent
Solicitation, the Notes held by Participating Noteholders will
cease to be in default and the Participating Noteholders will
forbear from seeking any remedies with respect to the Notes until
January 1, 2014 unless other material defaults under the Sharing
Agreement or the Notes occur prior thereto.  The Consent
Solicitation is expected to be launched during the month of
January 2013.

The Participating Noteholders have agreed to vote in favour of the
Consent Solicitation and have agreed that they will only sell
their Notes to parties which adhere to the terms of the Sharing
Agreement and vote in favour of the Consent Solicitation.

In the event that Noteholders holding 85% in aggregate principal
amount of the Notes do not vote in favor of the Consent
Solicitation, Tristan will seek to implement the restructuring by
way of a pre-packaged Chapter 11 bankruptcy filing in the United
States Bankruptcy Court for the Southern District of New York (the
Bankruptcy).  The Participating Noteholders have also agreed to
vote in favor of any such bankruptcy plan to give effect to the
Sharing Agreement.

Tristan ?- http://www.tristanoil.com/?- is a company organized
under the laws of British Virgin Islands.  The company is engaged
in the exploration and development of oil and gas fields and the
production of oil, condensate and gas in the Pre-Caspian basin of
Western Kazakhstan.


UNI-PIXEL INC: Denies Allegations in UK Patent Litigation
---------------------------------------------------------
UniPixel, Inc., is vigorously denying allegations contained in
litigation filed in the United Kingdom by UK-based Carclo PLC
through its subsidiary, Conductive Inkjet Technology.

"These claims are based on unfounded speculation and inaccurate
assumptions, and are completely without merit," said UniPixel
President & CEO Reed Killion.  "We fully expect the plaintiffs
will be ordered to pay whatever legal fees our company might incur
to defend these baseless claims."

In its filings before the English High Court, Conductive Inkjet
Technology alleges that UniPixel made unauthorized use of CIT's
patented processes in developing catalytic ink and metallization
technologies for touch-screen applications.

"The high-definition field encompasses a fast-growing and dynamic
market characterized by rapid technological development," said
Killion.  "UniPixel's extensive and dedicated research and
development efforts are not dependent on appropriating the
knowledge of our competitors.  To make such a claim is simply
false, and we look forward to defending our company in court if
necessary."

UniPixel is represented by the international law firm Fish &
Richardson, which has been named by Corporate Counsel magazine as
the top patent litigation law firm in the U.S. for nine
consecutive years.  The firm recently was named as the nation's
"Law Firm of the Year" for intellectual property law in the 2013
"Best Law Firms" rankings published by U.S. News & World Report
and The Best Lawyers in America.

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company reported a net loss of $8.57 million in 2011 compared
to a net loss of $3.82 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $16.39
million in total assets, $103,588 in total liabilities and $16.29
million in total shareholders' equity.


UNIGENE LABORATORIES: Has Settlement with Former Patent Counsel
---------------------------------------------------------------
Unigene Laboratories, Inc., announced that a settlement agreement
was entered into between the Company and Ostrolenk Faber LLP, the
Company's former patent counsel.

On or about May 18, 2012, Ostrolenk had filed suit against the
Company in the United States District Court for the Southern
District of New York for unpaid legal fees and disbursements in an
amount in excess of $430,000, including interest.  The Company
asserted counterclaims against Ostrolenk for legal malpractice
arising from the loss of certain of the Company's intellectual
property rights in Brazil, and for breach of the duty of
confidentiality.

The parties agreed to settle all claims and counterclaims in the
action.  The terms of the settlement include an upfront payment by
the Company to Ostrolenk in the amount of $40,000 on or before
Dec. 28, 2012, and 24 monthly installment payments of $5,500 on or
before the 1st day of each month, commencing on Feb. 1, 2013.

               Revises Agreement with Levy Parties

On Dec. 21, 2012, Unigene entered into an agreement with the
Jaynjean Levy Family Limited Partnership, Warren P. Levy and
Ronald S. Levy.  The Revised Settlement Agreement modifies the
Settlement and Release Agreement and Amendments dated as of
March 10, 2011, between the parties.  Pursuant to the Settlement
Agreement, payments of $150,000 were due to the Levy Parties on
each of Oct. 11, 2012, and Nov. 13, 2012, and a payment of $62,296
was due on Dec. 11, 2012.  According to the terms of the Revised
Settlement Agreement, the parties have agreed that the Company
will pay $100,000 to the Levy Parties upon execution of the
Revised Settlement Agreement representing partial payment of the
Oct. 11, 2012 installment payment.  The payments (i) of the
remaining $50,000 related to the Oct. 11, 2012, installment
payment, (ii) the $150,000 installment payment due on Nov. 13,
2012, and the $62,296 installment payment due on Dec. 11, 2012,
and (iii) of the $150,000 installment payments due to the
Partnership on each of July 11, 2012, Aug. 13, 2012, and Sept. 11,
2012, under the terms of the Settlement Agreement, have been, in
each of the foregoing (i) (ii) and (iii), deferred until June 18,
2013.  All other terms of the Settlement Agreement remain in full
force and effect.

                           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."


UNIVERSITY GENERAL: Closes Purchase of South Hampton Hospital
-------------------------------------------------------------
University General Health System, Inc., closed its purchase of
South Hampton Community Hospital, a 122,000 square-foot (approx.)
hospital in Dallas, and an adjacent 23,000 square-foot (approx.)
medical office building.  On Dec. 4, 2012, the Company announced
an agreement to acquire the 111-bed general acute care hospital,
which is located less than 10 miles southwest of downtown Dallas,
for $30 million.

Of the total purchase price, $1.5 million was paid by the Company
and $28.5 million was financed by Texas-based First National Bank
at a 4.25% interest rate in an agreement signed Dec. 14, 2012.
The loan principal will be amortized over 20 years, with a balloon
payment due after 10 years.  The Company plans to invest at least
$1 million of additional capital into the hospital complex and to
supply working capital, as needed, to support its business model
of providing first-class health care service in a quality
environment.

"The acquisition of our first flagship acute care hospital in the
Dallas area represents an opportunity for University General to
replicate the successful physician-centric, multi-specialty,
integrated, diversified regional health care delivery system we
have developed in the Houston metropolitan area," stated
University General Chairman and CEO Hassan Chahadeh, M.D.  "We
expect South Hampton Community Hospital, which will be renamed
University General Hospital - Dallas, to contribute at least $40
million to the Company's revenue and $15 million to adjusted
EBITDA in the year ending December 31, 2013."

"We have identified a number of other metropolitan markets as
target opportunities for our regional health care delivery model,"
added Donald Sapaugh, President of University General.  "Initial
evaluations of potential acquisitions in several of these markets,
in addition to further opportunities in Houston and Dallas, are
currently underway."

                       About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$140.67 million in total assets, $128.38 million in total
liabilities and $3.79 million in series C, convertible redeemable
preferred stock, and $8.49 million in total equity.


UNIVERSITY GENERAL: To Develop Pearland, Texas Medical Complex
--------------------------------------------------------------
University General Health System, Inc., has executed agreements to
acquire an interest in approximately 31 acres of undeveloped land
from Musgrave-Grohman, Ltd., an Abilene, Texas-based real estate
developer, to establish a multi-purpose medical complex on
Pearland Parkway in Pearland, Texas, a large suburban city in the
greater Houston metropolitan area.  The acquisitions are subject
to customary closing conditions, including a $20 million financing
commitment for the hospital portion of the complex.  The projects
will be initially funded with the acquired land (with an estimated
value of $11 million).  The parties are working with multiple
sources to secure the additional debt and equity financing that
will be required to complete the project.

The Pearland complex is anticipated to include a 50-bed general
acute care hospital, a full-service 10-bed emergency room and an
8-bed intensive care unit, four operating rooms, and an endoscopy
and cardiac catheter lab.  The complex is also expected to include
a 50,000 square-foot medical office building, providing physician
offices adjacent to the hospital.  In addition, current plans for
the complex include a 42-unit memory care facility to complement
University General's 80-unit Trinity Oaks senior living community
on Pearland Parkway.  The Company is actively seeking financing
and hopes to begin construction in 2013.

"This expansion into Pearland, which is located approximately 15
miles southeast of the Company's flagship hospital near the Texas
Medical Center, presents an opportunity for University General
Health System to further replicate the existing physician-centric,
multi-specialty, integrated, diversified regional health care
delivery system it has successfully established in the Houston
metropolitan area," stated Hassan Chahadeh, M.D., the Company's
Chairman and Chief Executive Officer.

"The new medical complex will be named University General Hospital
- Pearland," commented Donald Sapaugh, President of University
General Health Care System, Inc.  "City leaders have been very
supportive in working with us to design the first general acute
care hospital in Pearland, and we are excited about the
opportunity to provide the citizens of Pearland first-class acute
care in a five-star environment.  The addition of a memory care
facility will be highly complementary to Trinity Oaks, which is
currently 95% occupied by independent and assisted living
residents."

"We have developed quality homes for many years in the Pearland
area, and we view the opportunity to participate with University
General in building a first-class medical complex as the pinnacle
of our vision within the market," stated Kenneth L. Musgrave,
Principal in Musgrave-Grohman Ventures, Ltd., the land partner for
UGHS Pearland Hospital Real Estate, Inc.

                     About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$140.67 million in total assets, $128.38 million in total
liabilities and $3.79 million in series C, convertible redeemable
preferred stock, and $8.49 million in total equity.


VIASYSTEMS INC: Moody's Affirms 'B2' CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service revised the rating outlook of
Viasystems, Inc. to stable from positive. Moody's also affirmed
Viasystems' B2 CFR and upgraded its senior secured notes to B1
from B2.

Ratings Rationale

The change in the outlook reflects Moody's view that credit
metrics will not meet previous expectations, largely due to poor
demand and lost revenue related to the early September fire at its
Guangzhou facility. In particular, sales related to the automotive
market, which was expected to form a major revenue driver is in
decline due to market share loss, softness in Europe and the
Guangzhou fire. As a result, Viasystems now faces the challenge of
gaining sales growth traction in its weaker businesses to
compensate. However, in keeping with the now stable outlook,
Moody's expects some near term improvement due to continued
synergy realization from its acquisition of DDi Corp. (completed
May 2012), recovery of the Guangzhou plant and replacement of
capacity at the Huizhou plant. Moody's expects adjusted operating
margins (which declined to 5.4% for the twelve months ended
September 30, 2012) to return to above 9% (last observed in Q4
2011) by mid-2013 as the company adjusts to new labor and selling
costs in the Printed Circuit Board segment and absorbs new product
costs within the Assembly segment.

The B1 rating assigned to the $550 million senior secured notes is
based on the probability of default of the company, which is B2,
as well as the loss given default of the debt instrument, which is
LGD-3 (36%).  The upgrade is driven by the senior secured notes'
pari passu position (secured by all domestic assets) relative to
the senior secured ABL revolver, and supported by relatively large
trade payables which occupy a junior position.  Moody's notes that
if the company raises additional senior secured debt, the ratings
on the senior secured debt will be under downward pressure.

Ratings affirmed / outlook revised:

  Rating Outlook revised to Stable from Positive

  Corp. Family Rating at B2

  Probability of Default Rating at B2

Ratings upgraded :

  Senior Secured Notes rating raised to B1 (LGD-3 36%) from B2
  (LGD-3 49%)

What Could Change the Rating - UP

Ratings could be upgraded as a result of significant revenue and
EBITDA expansion, significantly reducing leverage below 2.5x. Any
upgrade anticipates improvement in operating margins above 10% due
to increased contribution from its quick-turn, low volume unit
which has higher gross margins and lower SG&A. Ratings could also
experience be upward pressure if better working capital management
and decreased capital expenditure requirements led to higher cash
flows and improved free cash flow stability.

What Could Change the Rating - DOWN

Ratings could be downgraded if Viasystems suffered material
revenue deterioration, market share loss or operational missteps.
Ratings may also be downgraded if margins eroded further as a
result of lower volumes, pricing pressures or higher operating
costs. Sustained periods of low positive or negative free cash
flow and financial leverage sustained above 4.5x total adjusted
debt to EBITDA would also pressure ratings.

The principal methodologu used in rating Viasystems was the Global
Distribution and Supply Chain Services published in November 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in St. Louis, Missouri, Viasystems, Inc. is a
wholly-owned subsidiary of Viasystems Group, Inc. The company is a
provider of complex multi-layer printed circuit boards (PCB) and
electro-mechanical solutions.  Revenue for the 12 months ended
September 30, 2012 was $1.2 billion.


VISION INDUSTRIES: Amends 2011 Quarterly Reports
------------------------------------------------
Vision Industries Corp. has amended its quarterly reports for the
periods ended Sept. 30, 2012, June 30, 2012, and March 31, 2012,
to include an assessment of the Company's disclosure controls and
procedures pursuant to Item 307 of Regulations S-K.  The
amendments speak as of the original filing date of the Forms 10-Q
and do not reflect events that may have occurred subsequent to the
original filing date.  Copies of the amended Quarterly Reports are
available for free at:

                        http://is.gd/jzAXiB
                        http://is.gd/FRNpMF
                        http://is.gd/C2oEcc

                      About Vision Industries

Torrance, Calif.-based Vision Industries Corp. is focused on
marketing zero-emission vehicles to a variety of alternative
energy and green-minded individuals, OEM dealer networks, as well
as for sale to end-user consumers.

Drake & Klein CPAs, in Clearwater, Florida, expressed substantial
doubt about Vision Industries' ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company's
cash and available credit are not sufficient to support its
operations for the next year.

The Company's balance sheet at Sept. 30, 2012, showed
$1.1 million in total assets, $1.5 million in total liabilities,
and a stockholders' deficit of $395,543.


VITESSE SEMICONDUCTOR: Receives $17.1MM from Public Offering
------------------------------------------------------------
Vitesse Semiconductor Corporation entered into an underwriting
agreement with several Underwriters for which Needham & Company,
LLC, is acting as representative, relating to an underwritten
public offering of 10,000,000 shares of the Company's common
stock, $0.01 par value, at a per share price to the public of
$1.75.

Pursuant to the Underwriting Agreement, the Company granted the
Underwriters a 30-day option to purchase up to an additional
1,409,294 shares of common stock.  The public offering closed on
Dec. 12, 2012, and the Company sold to the Underwriters an
aggregate of 10,400,000 shares for net proceeds of approximately
$16.7 million after deducting the underwriting discount and
estimated offering expenses payable by the Company of
approximately $312,500.

On Dec. 19, 2012, the Underwriters exercised their over-allotment
option to purchase an additional 251,280 shares of common stock at
the public offering price of $1.75 per share, less underwriting
discounts and commissions, for total proceeds to the Company of
approximately $412,000.  The closing of the over-allotment option
exercise occurred on Dec. 21, 2012.

In the offering, the Company has sold an aggregate of 10,651,280
shares of common stock for total net proceeds to the Company of
approximately $17.1 million.

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse incurred a net loss of $1.11 million in 2012, a net loss
of $14.81 million in 2011, and a net loss of $20.05 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed
$56.61 million in total assets, $80.63 million in total
liabilities, and a $24.01 million total stockholders' deficit.


VITESSE SEMICONDUCTOR: Kopp Investment Holds 7.2% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Kopp Investment Advisors, LLC, and its
affiliates disclosed that, as of Dec. 12, 2012, they beneficially
own 2,561,279 shares of common stock of Vitesse Semiconductor
Corporation representing 7.2% of the shares outstanding.  Kopp
Investment previously reported beneficial ownership of 1,722,764
common shares as of Oct. 1, 2010.  A copy of the amended filing is
available for free at http://is.gd/IV5MrU

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse incurred a net loss of $1.11 million in 2012, a net loss
of $14.81 million in 2011, and a net loss of $20.05 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed
$56.61 million in total assets, $80.63 million in total
liabilities, and a $24.01 million total stockholders' deficit.


VUZIX CORP: Files Form S-1 Registration Statement
-------------------------------------------------
Vuzix Corporation filed a Form S-1 with the U.S. Securities and
Exchange Commission for shares of the Company's common stock.  The
Company's common stock is quoted on the OTC Bulletin Board under
the symbol "VUZI", on the TSX Venture Exchange, or TSX-V, under
the symbol "VZX", and on the Frankfurt Stock Exchange under the
symbol "V7X".  The Company intends to apply for listing of the
Company's common stock on The NASDAQ Capital Market under the
symbol "VUZX".  The Company has applied to list the shares of
common stock offered under this prospectus on the TSX-V.  Listing
of the Company's common stock offered on the TSX-V will be subject
to fulfilling all of the requirements of the TSX-V.  No assurance
can be given that the Company's applications will be approved.  On
Dec. 20, 2012, the last reported sale price for the Company's
common stock on the OTC Bulletin Board was $0.05 per share.  A
copy of the Form S-1 prospectus is available for free at:
http://is.gd/tvbFCX

                          About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

The Company reported a net loss of $3.87 million in 2011, a net
loss of $4.55 million in 2010, and a net loss of $3.25 million in
2009.

The Company's balance sheet at Sept. 30, 2012, showed $2.50
million in total assets, $7.32 million in total liabilities and a
$4.82 million total stockholders' deficit.

After auditing the 2011 annual report, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial losses
from operations in recent years.  In addition, the Company is
dependent on its various debt and compensation agreements to fund
its working capital needs.  And while there are no financial
covenants with which the Company must comply with, these debts are
past due in some cases.

                         Bankruptcy Warning

The Company said in its 2011 annual report that its future
viability is dependent on its ability to execute these plans
successfully.  If the Company fails to do so for any reason, the
Company would not have adequate liquidity to fund its operations,
would not be able to continue as a going concern and could be
forced to seek relief through a filing under U.S. Bankruptcy Code.


VYCOR MEDICAL: CEO Denness Resigns for Personal Reasons
-------------------------------------------------------
Vycor Medical, Inc., announced that Richard Denness will resign as
the Company's CEO effective Dec. 31, 2012, and as a member of the
Board of Directors effective immediately.  Mr. Denness will remain
as a consultant to the Company during a transition period.  The
Board will seek to appoint a successor CEO in due course.

Mr. Denness' decision to resign was for strictly for personal
reasons and did not arise or result of any disagreement with the
Company on any matters relating to the Company's operations,
policies or practices.

Vycor has established a solid strategy for its Vycor Medical and
NovaVision divisions.  Mr. Denness' duties will be absorbed by the
remaining executive team of the President, David Cantor, Executive
Vice-President Peter Zachariou and the Chairman and CFO, Adrian
Liddell.

                         About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.

The Company reported a net loss of $4.77 millionin 2011, compared
with a net loss of $1.98 million in 2010.

Paritz & Company, P.A., in Hackensack, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern following the 2011 annual results.  The independent
auditors noted that the Company has incurred a loss since
inception, has a net accumulated deficit and may be unable to
raise further equity.

The Company's balance sheet at Sept. 30, 2012, showed $2.69
million in total assets, $3.86 million in total liabilities and a
$1.17 million total stockholders' deficit.


W25 LLC: Files Schedules of Assets and Liabilities
--------------------------------------------------
W25 LLC filed with the Bankruptcy Court for the Southern District
of New York its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $44,000,000
  B. Personal Property                $1,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $43,671,382
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,085,037
                                 -----------      -----------
        TOTAL                    $44,001,000      $48,756,419

W25 LLC filed a bare-bones Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-14526) in Manhattan on Nov. 6, 2012.  Avrum J. Rosen,
Esq., at The Law Offices of Avrum J. Rosen, PLLC, in Huntington,
New York, serves as counsel.  The Debtor estimated assets and
debts of at least $10 million.


W25 LLC: Sec. 341 Creditors' Meeting Set for Jan. 7
---------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of W25 LLC on Jan. 7,
2013, at 2:30 p.m.  The meeting will be held at 80 Broad St., 4th
Floor, USTM.

W25 LLC filed a bare-bones Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-14526) in Manhattan on Nov. 6, 2012.  Avrum J. Rosen,
Esq., at The Law Offices of Avrum J. Rosen, PLLC, in Huntington,
New York, serves as counsel.  The Debtor estimated assets and
debts of at least $10 million.


WADDY TRAVEL: Case Summary & 10 Unsecured Creditors
---------------------------------------------------
Debtor: Waddy Travel Centers, LLC
        4550 Ironworks Pike
        Lexington, KY 40511

Bankruptcy Case No.: 12-53185

Chapter 11 Petition Date: December 20, 2012

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Debtor's Counsel: Jamie L. Harris, Esq.
                  DELCOTTO LAW GROUP PLLC
                  200 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  E-mail: jharris@dlgfirm.com

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

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

A list of the Company's 10 unsecured creditors, filed together
with the petition, is available for free at
http://bankrupt.com/misc/kyeb12-53185.pdf

The petition was signed by Harry L. Seeger III, member.


* CFP Board Identifies Bankrupt Professionals in Past 5 Years
-------------------------------------------------------------
Certified Financial Planner Board of Standards, Inc. announces the
names of CFP professionals who have declared bankruptcy within the
last five years and, under rules that took effect July 1, 2012,
are not subject to disciplinary procedures but will have their
bankruptcy disclosed.

Under the rules approved by the Board of Directors, CFP Board does
not investigate, and the Disciplinary and Ethics Commission does
not adjudicate, bankruptcy-only cases.  Rather, CFP Board verifies
the bankruptcy, then notes the bankruptcy filing on the CFP
professional's public profile, which is available through the
search functions on CFP Board's website http://www.CFP.net/

CFP Board also shares with consumers and other stakeholders who
contact CFP Board regarding a CFP professional's certification
status the information in the CFP professional's public profile,
including identifying whether the CFP professional has filed
bankruptcy. CFP Board discloses these bankruptcies four times a
year - once after each quarter has ended.  All disclosures
regarding a bankruptcy filed by a CFP professional will remain on
CFP Board's website for 10 years from the earlier of the date the
CFP professional disclosed the bankruptcy to CFP Board or the date
CFP Board became aware of the bankruptcy.

The public may review an individual's bankruptcy information and
certification status with CFP Board at www.CFP.net/search . For
more detail regarding a CFP professional's bankruptcy filing,
please visit the U.S. Court's Public Access to Court Electronic
Records ("PACER") website, which can be found at
https://pacer.login.uscourts.gov/cgi-bin/login.pl?court_id=00pcl .
Please note that you will be required to register and pay a
nominal fee to view the information.

This disclosure of these names is made pursuant to CFP Board's
rules regarding single-bankruptcy cases and covers the third
quarter of 2012:

                                                         FILING
    NAME             LOCATION     STATE BANKRUPTCY TYPE   DATE
    ----             --------     ----- ---------- ----   ----
Kenneth E. Carter    Fort Worth   TX    Personal        5/12/2009
H. Joseph Cook       Phillipsburg NJ    Personal        1/16/2009
Donald A. Dieterly   Toledo       OH    Personal        12/7/2010
Doohan Hong          Los Angeles  CA    Personal        5/18/2012
Earl Roger King      Greenbelt    MD    Personal        4/24/2009
Todd M Kreuser       Milwaukee    WI    Personal        7/25/2009
Dennis N. Mainard    San Diego    CA    Personal        11/16/2009
Randall K. Minas     South Bend   IN    Personal        12/23/2011
Thomas J. Peterson   Chicago      IL    Personal        3/30/2009
Russel L.
  Phelps, III        Sacramento   CA    Personal        10/16/2009
Ravish C. Rattan     Worcester    MA    Personal        7/16/2008
Patricia Harrison    Phoenix      AZ    Personal        6/19/2009
Matthew A. Self      Nashville    TN    Personal        10/27/2009

                        ABOUT CFP BOARD

The mission of Certified Financial Planner Board of Standards,
Inc. is to benefit the public by granting the CFP certification
and upholding it as the recognized standard of excellence for
personal financial planning. The Board of Directors, in furthering
CFP Board's mission, acts on behalf of the public, CFP certificants
and other stakeholders. CFP Board owns the certification marks
CFP, Certified Financial Planner(TM), the federally registered CFP
(with flame design) and the plaque design in the U.S., which it
awards to individuals who successfully complete CFP Board's
initial and ongoing certification requirements.  CFP Board
currently authorizes more than 67,000 individuals to use these
marks in the U.S.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Jan. 24-25, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Four Seasons Hotel Denver, Denver, Colo.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 7-9, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Involvency Symposium
         Eden Roc Renaissance, Miami Beach, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 17-19, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Advanced Consumer Bankruptcy Practice Institute
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 25, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Dec. 10, 2012



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***