TCR_Public/130108.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Tuesday, January 8, 2013, Vol. 17, No. 7

                            Headlines

1717 MARKET: Plan Deadline Extended Pending Examiner Report
1ST FINANCIAL: James Kirkpatrick Quits from Board
22ND CENTURY GROUP: Has Forbearance with Holders of $215K Notes
261 EAST: Granted Interim Authority to Use MB Cash Collateral
501 GRANT: Lender SA Challenger Wants Involuntary Case Dismissed

ACTIVECARE INC: Delays Form 10-K for Fiscal 2012
AE BIOFUELS: Holds First Conference Call Since Going Public
AEOLUS PHARMACEUTICALS: Posts $1.7MM Net Income in Fiscal 2012
AHERN RENTALS: Wants Milbank's Plan-Related Fees Reduced
AMEREN ENERGY: S&P Sees Genco Restructuring Within 5 Years

AMERIFORGE GROUP: S&P Gives 'B' Corp Credit Rating, Stable Outlook
AMERICAN AIRLINES: Jan. 9 Hearing on 2 Boeing Planes Purchase
AMERICAN AIRLINES: Seeks to Assume Raleigh Durham Contract
AMERICAN AIRLINES: Marathon Bid for Fees Denied
AMF BOWLING: Creditors Have Until Feb. 11 to File Proofs of Claim

AMF BOWLING: Moelis & Company Approved as Financial Advisor
AMF BOWLING: Committee Taps to Pachulskii, C&B as Attorneys
AMF BOWLING: Committee Taps Mesirow Financial as Advisors
ALLIANCE 2009: Can Use Regions and MidFirst Cash Until Jan. 15
ALLIANCE 2009: Can Access Genworth Cash Collateral Until Jan. 15

ANCHOR BANCORP: Completes Prepayments of $150-Mil. FHLB Advances
APPLIED DNA: Crede CG to Sell 112.3 Million Common Shares
ARCAPITA BANK: Wants Short Extension of Plan Deadline
ARKANOVA ENERGY: Swings to $3.8MM Net Income in Fiscal 2012
ARTE SENIOR LIVING: Sets Jan. 29 Plan Confirmation

ASPEN GROUP: Raises $320,000 From Private Sale of Securities
ATLAS STEEL: Steel Fabricator Files for Chapter 11 in Hawaii
ATLAS STEEL: Case Summary & 5 Unsecured Creditors
ATP OIL: 2nd Lien Bondholders Want Shot at Proposing Plan
ATP OIL: Equity Committee Withdraws Bid for Examiner

AUTO CARE: US Trustee Wants Case Converted to Chapter 7
AVANTAIR INC: Amends 7.4 Million Common Shares Prospectus
BEHRINGER HARVARD: Great American Extends $31MM Loan to Unit
BEL-SHORE ENTERPRISES: Pro-Motion Files for Chapter 11
BERNARD L. MADOFF: Fraud Suits Stay With Bankruptcy Judge

BHFS I LLC: Frisco Square's Plan Unanimously Accepted, Confirmed
BIG M INC: Mandee, Anne Sez Owner Files for Chapter 11
BIG SANDY: U.S. Trustee Unable to Form Creditors Committee
BILLMYPARENTS INC: Incurs $25.7 Million Net Loss in Fiscal 2012
BILLMYPARENTS INC: Amends Interim Reports to Correct Error

BIOVEST INT'L: $11.7MM Net Loss in FY2012; Defaults on $27MM Debt
BLUEGREEN CORP: Files Schedule 13E-3 with SEC
BLUEGREEN CORP: Renews Timeshare Purchase Facility with BB&T
BONDS.COM GROUP: Stockholders Elect 9 Directors to Board
BOOMERANG SYSTEMS: Delays Form 10-K for Fiscal 2012 for Audit

BOWLES SUB PARCEL A: Plan Slated for Feb. 13 Confirmation
BUENA YUMA: Files Schedules of Assets and Liabilities
BWAY PARENT: S&P Affirms 'B' Corporate Rating, Outlook Stable
CAESARS ENTERTAINMENT: Lynn Swann Appointed to Audit Committee
CALYPTE BIOMEDICAL: Incurs $261,000 Net Loss in Third Quarter

CAPABILITY RANCH: U.S. Trustee Unable to Form Creditors Panel
CAPITOL BANCORP: Plans to Divest Sunrise Bank of Albuquerque
CAPITOL BANCORP: River Branch Hiring Approval Sought
CARY CREEK: Case Summary & 4 Unsecured Creditors
CASTLEVIEW LLC: Further Fine-Tunes Reorganization Plan

CELL THERAPEUTICS: Derivative Suit Pact Preliminarily Approved
CENTRAL EUROPEAN: Roust Trading Discloses 19.5% Equity Stake
CEREPLAST INC: Shareholders Elect Five Directors to Board
CIVIC PARTNERS: Iowa Court Rules on Bank's Summary Judgment Bid
CIVIC PARTNERS: Court Affirms Ruling on Main Street Theaters Lease

CLARE OAKS: Exits Chapter 11 Bankruptcy Protection
CLEAR CHANNEL: Amends 2008 Credit Agreement With Citibank
COMMUNITY FINANCIAL: Closes $24MM Private Placement Offering
COMMUNITY FINANCIAL: SBAV Discloses 53.1% Equity Stake
COMPREHENSIVE CARE: Contract with Major Client Expires

COMSTOCK MINING: Registers 31.1 Million Common Shares
COMSTOCK MINING: Offering $50 Million Worth of Securities
CONFECTIONERS FINANCE: Court Dismisses Involuntary Bankr. Case
CONSOLIDATED TRANSPORT: Wants Until April 1 to File Plan
COUNTRYWIDE FIN'L: BofA Reaches $10B Settlement with Fannie Mae

CPI CORP: Incurs $20.2 Million Net Loss in Nov. 10 Quarter
CPI CORP: Sells Bella Pictures' Wedding Biz to Pros Entertainment
CROWN AMERICAS: Fitch Rates $800MM Senior Notes Issuance 'BB+'
CROWN AMERICAS: S&P Assigns 'BB' Corporate Credit Rating
CRYOPORT INC: Tapped by Pfizer to Manage Shipments of Vaccines

CUMULUS MEDIA: Outstanding Amount Under 2011 Loan Hiked to $1.3BB
DAIS ANALYTIC: Amends Purchase Agreement with Green Valley
DEAN FOODS: Moody's Cuts CFR to B1; Raises Sec Debt Rating to Ba2
DEMCO INC: Has Acces to Cash Collateral Until Jan. 18
DEWEY & LEBOEUF: Asks Court to Approve Revised Grimaldi PCP

DUMA ENERGY: Incurs $37.8MM Net Loss in Quarter Ended Oct. 31
DUNE ENERGY: To Raise $30MM in Shares Sale to Insiders
DYNEGY INC: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
EAST COAST DIVERSIFIED: Star City Discloses 9% Equity Stake
EASTBRIDGE INVESTMENT: Attended SeeThruEquity Conference in NY

ELCOM HOTEL: Case Summary & 20 Largest Unsecured Creditors
ENDO HEALTH: Litigation Charge No Effect on Moody's Ba2 Rating
ENERGY FUTURE: CEO Annual Salary Raised to $1.35 Million
EVPP LLC: Case Summary & 5 Largest Unsecured Creditors
FORT LAUDERDALE: Unsecureds to Receive $4,166 Initial Distribution

FREDERICK'S OF HOLLYWOOD: Amends Employment Pacts With CEO, CFO
FRIENDSHIP DAIRIES: Has Interim OK to Hire M. Wishkaemper as CPA
FRONTLINE TECHNOLOGIES: Makes Assignment Into BIA Bankruptcy
GATEHOUSE MEDIA: Executives Get $1.5 Million in 2012 Bonuses
GENE CHARLES: Wants OK to Enter Into Pipeline Deals with AMS

GENE CHARLES: Parties Ink Stipulation on Emergency Financing
GENE CHARLES: Wants Plan Filing Period Extended to Feb. 7
GEOKINETICS INC: Common Stock Delisted From NYSE
GIDLAND CORP: Case Summary & Largest Unsecured Creditor
GMX RESOURCES: Buys $10.2 Million Convertible Notes

GOOD DAY: Case Summary & Largest Unsecured Creditor
GRANT FAMILY FARMS: Files for Chapter 7 Liquidation
GRAYMARK HEALTHCARE: Hires Hein & Associates as Accountants
GREENMAN TECHNOLOGIES: Incurs $14.6MM Net Loss in Fiscal 2012
GULF COLORADO: Can Implement Key Employee Bonus Program

GULF COLORADO: Chapter 11 Trustee Employs Billy Tiller as CPA
HAMPTON ROADS: Board OKs Issue of $745,300 RSUs to Executives
HAWAII OUTDOOR: Sec. 341 Meeting of Creditors Today
HEALTHWAREHOUSE.COM INC: Incurs $1.6MM Net Loss in 2nd Quarter
HHI HOLDINGS: S&P Withdraws 'B+' Corporate Credit Rating

HILLTOP DAIRY: Seeks Dismissal on Day of Filing
HILLTOP FARMS: U.S. Trustee Unable to Form Creditors Committee
HOPSON OIL: Voluntary Chapter 11 Case Summary
HOSTESS BRANDS: Court Approves $30 Million Loan From Hilco
HOSTESS BRANDS: In Talks to Sell Off Bread Brands

HOVNANIAN ENTERPRISES: Hovnanian Family Holds 26.5% Equity Stake
HW HEARTLAND: Has Court OK to Hire Haynes and Boone as Attorneys
HYDROFLAME TECHNOLOGIES: Files Schedules of Assets and Liabilities
ICEWEB INC: Incurs $6.5 Million Net Loss in Fiscal 2012
ICEWEB INC: Amends Current Report in Response to SEC's Comments

IDO SECURITY: Warns Possible Wind Down of Business in Israel
INFUSYSTEM HOLDINGS: John Climaco Named Lead Independent Director
INSPIREMD INC: Stockholders Elect Two Class 1 Directors
INTERLEUKIN GENETICS: No Non-Discretionary Bonus for 2013
INTERSTATE PROPERTIES: Employs George Geeslin as Counsel

INVESTORS TOWNE: Case Summary & 11 Largest Unsecured Creditors
IRWIN MORTGAGE: Asks Court to Schedule Confirmation for March 7
IZEA INC: Mitchel Laskey Appointed Chairman of the Board
J&M DAIRY: AG New Mexico Lawsuit Remanded to State Court
JACKSONVILLE BANCORP: Closes $50 Million Capital Raise

JDA SOFTWARE: S&P Withdraws 'BB-' CCR Following RedPrairie Merger
JOURNAL REGISTER: Court Approves Auction Three Weeks Later
JUMA TECHNOLOGY: Creditors Complete Assets Foreclosure
KINDERHOOK INDUSTRIES: IDQ Buyout No Effect on Moody's 'B3' CFR
KONARKA TECHNOLOGIES: Branford Group to Auction Assets

LA JOLLA: GCS-100 Demonstrates Reduction in Liver Fibrosis
LBI MEDIA: Holders of 76% of Old Notes Join Exchange Offer
LDK SOLAR: Executes Supplemental Indenture to 2014 Senior Notes
LEHMAN BROTHERS: Barclays Defends $1.5 Billion From Brokerage
LEHMAN BROTHERS: Insurers Sued for Coverage of $288MM Losses

LI-ION MOTORS: Form 10-Q for Oct. 31 Quarter Delayed
LIFECARE HOLDINGS: UST Wants Patient Care Ombudsman
LIGHTHOUSE IMPORTS: Files Schedules of Assets and Liabilities
LITHIUM TECHNOLOGY: Arch Hill Discloses 56.6% Equity Stake
LITHIUM TECHNOLOGY: Mulder and Kremers Step Down From Board

LODGENET INTERACTIVE: S&P Cuts Corporate Credit Rating to 'D'
LON MORRIS: Jan. 14 Auction Covers 16 Asset Groups
LON MORRIS: Feb. 4 Plan Confirmation Hearing Set
LSP ENERGY: Files Plan for Full Payment on Secured Bonds
MDU COMMUNICATIONS: Files Amended Form 10-K in XBRL Format

METRO ENTERPRISES: Case Summary & 7 Unsecured Creditors
MF GLOBAL: Settlement Could Mean Full Payment Sooner
MONITOR COMPANY: Files Schedules of Assets and Liabilities
MOONSHADOW ESTATES: Case Summary & 2 Largest Unsecured Creditors
MUSCLEPHARM CORP: Amends 4.5 Million Shares Prospectus

MUNICIPAL MORTGAGE: C. Baum Resigns; J.P. Grant Joins Board
MUSCLEPHARM CORP: Amends Prospectus on Sale of 1.5MM Preferreds
MW GROUP: BofA Objects to Entry Into Energy Grant Program
NAKNEK ELECTRIC: Wants 7th Extension to Use Cash Collateral
NAKNEK ELECTRIC: Disclosure Statement Hearing on Jan. 14

NATIONAL CENTURY: VI/XII Trust Report for Qtr. Ended Sept. 30
NATIONAL CENTURY: UAT Report for Qtr. Ended Sept. 30
NATIONAL HOLDINGS: Incurs $1.9 Million Net Loss in Fiscal 2012
NEVADA CAR WASH: Case Summary & 8 Largest Unsecured Creditors
NEWS PUBLISHING: Case Summary & 20 Largest Unsecured Creditors

NIRCO PROPERTIES: Case Summary & 5 Unsecured Creditors
NNN CYPRESSWOOD: Case Summary & 20 Largest Unsecured Creditors
NNN PARKWAY: Case Summary & 20 Largest Unsecured Creditors
NUVILEX INC: Incurs $382,800 Net Loss in Quarter Ended Oct. 31
NYTEX ENERGY: Files Fourth Quarter Investor Presentation

O&G LEASING: Bankruptcy Counsel Adds Noble to Firm Name
OLD CUTTERS: Annexation Fee, Community Housing Provisions Invalid
OMEGA NAVIGATION: Hearing on Use of Cash Collateral Tomorrow
OSAGE EXPLORATION: Sunstone Discloses 7.8% Equity Stake
OMTRON USA: Files Schedules of Assets and Liabilities

OVERSEAS SHIPHOLDING: Seeks Okay of $15MM Intercompany Financing
PARADISE VALLEY: U.S. Trustee Unable to Form Creditors Panel
PATRIOT COAL: Committee Retains Carmody MacDonald as Local Counsel
PEAK RESORTS: Starr Assoc. to Work on Amendments to Offering Plan
PEREGRINE DEVELOPMENT: Co-Manager Buckaroo Partners Amends Plan

PETTERS COMPANY: Ch. 11 Trustee Taps Withers for British VI Law
PETTERS COMPANY: Trustee Taps Stuarts for Cayman Islands Issues
PETTERS COMPANY: OKs PBE Ch. 7 Trustee to Use Cash
PIPELINE DATA: Sec. 341 Meeting to Continue on Jan. 10
PIPELINE DATA: Files Schedules of Assets and Liabilities

PLC SYSTEMS: Amends 2011 Form 10-K for Typographical Error
PURE PRESBYTERIAN: Voluntary Chapter 11 Case Summary
QBEX ELECTRONICS: Has Interim Permission to Use Cash Collateral
QBEX ELECTRONICS: Can Employ GrayRobinson as Counsel
QBEX ELECTRONICS: Section 341 Meeting Scheduled for Jan. 9

QBEX ELECTRONICS: Wants to Hire Francisco Fernandez as Accountant
REAL ESTATE ASSOCIATES: Shuffles Execs; Has New CEO and CFO
REDPRAIRIE CORP: S&P Withdraws 'B+' Corporate Credit Rating
RESIDENTIAL CAPITAL: Ally Seeks to Halt Class Suit
RESIDENTIAL CAPITAL: Court Approves Ally's $8.9MM Admin. Claim

RESIDENTIAL CAPITAL: Assumes Costa Mesa, Calif. Lease
RESIDENTIAL CAPITAL: KPMG Also Provides Work for CoverageOne
RESIDENTIAL CAPITAL: Discloses 90-Day Transfers to Creditors
REVEL AC: Wins Additional $150 Million Financing
ROSETTA GENOMICS: Dr. Yitzhak Peterburg Elected to Board

RP CROWN: S&P Assigns 'B' Corp. Credit Rating, Stable Outlook
SAN BERNARDINO, CA: Calpers Fails to Persuade Judge on Payments
SANUWAVE HEALTH: David Nemelka Discloses 23.5% Equity Stake
SIMONDS EXCAVATING: Case Summary & 20 Largest Unsecured Creditors
SLIDELL LLC: Voluntary Chapter 11 Case Summary

SWB RIVER: Voluntary Chapter 11 Case Summary
TELVUE CORP: Halts Filing of Reports With SEC
THERAPEUTIC SOLUTIONS: To Issue 12MM Shares Under Incentive Plan
TMM HOLDINGS: S&P Puts 'B+' Corp. Credit Rating on CreditWatch
USG CORP: Closes $80MM Sale of European Business Operations

VICOR TECHNOLOGIES: Barred From Sales by Bankruptcy Judge
VIGGLE INC: Chen Steps Down as Chairman; Remains as Director
VUANCE LTD: Has US$510,000 Net Income in Quarter Ended Sept. 30

* Loss of Jurisdiction Didn't Make Sanctions Void

* Bank Failures in 2012 Total 51
* Bankruptcies Declined 14% in 2012
* Number of Mortgage Casualties Fall to Pre-Crisis Low

* Large Companies With Insolvent Balance Sheet

                            *********

1717 MARKET: Plan Deadline Extended Pending Examiner Report
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri, in
an ex parte order, extended until Jan. 28, 2013, 1717 Market
Place, L.L.C.'s time to file a Chapter 11 Plan and Disclosure
Statement.

In the motion seeking an extension, the Debtor pointed out that
the Court appointed Barry Worth as examiner to conduct a review of
the Debtor's past and current business operations including the
nature and extent of assets and liabilities and claims of the
Debtor and to file a report with the Court.  The examiner has
filed a motion for an additional extension requesting an extension
to Dec. 28, 2012, of the deadline to file his report.

The Debtor requested additional time in which to file its plan and
disclosure statement and suggests an extension of 30 days beyond
Dec. 28, 2012.  The Debtor said that until it receives and reviews
the examiner's report it cannot file any meaningful Plan and
Disclosure Statement.

                      About 1717 Market Place

1717 Market Place LLC, a grocery-store business, filed for Chapter
11 protection (Bankr. W.D. Mo. Case No. 12-00984) on July 17,
2012, in Springfield, Missouri.  The Debtor estimated assets and
liabilities of at least $10 million.  G&S Holdings LLC owns 98% of
the company and the remaining 2% is owned by J. Scott Schaefer and
Richard T. Gregg, according to court papers.

1717 Market Place said it is a defendant in a lawsuit brought by
Regions Bank in Joplin, Missouri, relating to a promissory note.
The bank is seeking the appointment of a receiver.

David Schroeder Law Offices, P.C., serves as the Debtor's counsel.

Barry Worth of Brown, Smith and Wallace, LLC, was appointed as
examiner.  David A. Sosne, Esq., and the law firm of Summers
Compton Wells PC serve as the examiner's counsel.


1ST FINANCIAL: James Kirkpatrick Quits from Board
-------------------------------------------------
James C. Kirkpatrick informed the Board of Directors of 1st
Financial Services Corporation of his decision to resign from the
Company's Board of Directors and the Board of Directors of its
wholly owned subsidiary, Mountain 1st Bank & Trust Company.

                        About 1st Financial

Hendersonville, North Carolina-based 1st Financial Services
Corporation is the bank holding company for Mountain 1st Bank &
Trust Company.  1st Financial has essentially no other assets or
liabilities other than its investment in the Bank.  1st
Financial's business activity consists of directing the activities
of the Bank.  The Bank has a wholly owned subsidiary, Clear Focus
Holdings LLC.

The Bank was incorporated under the laws of the state of North
Carolina on April 30, 2004, and opened for business on May 14,
2004, as a North Carolina chartered commercial bank.  At Dec. 31,
2011, the Bank was engaged in general commercial banking primarily
in nine western North Carolina counties: Buncombe, Catawba,
Cleveland, Haywood, Henderson, McDowell, Polk, Rutherford, and
Transylvania.  The Bank operates under the banking laws of North
Carolina and the rules and regulations of the Federal Deposit
Insurance Corporation (the FDIC).

As a North Carolina bank, the Bank is subject to examination and
regulation by the FDIC and the North Carolina Commissioner of
Banks (the Commissioner).  The Bank is further subject to certain
regulations of the Federal Reserve governing reserve requirements
to be maintained against deposits and other matters.  The business
and regulation of the Bank are also subject to legislative changes
from time to time.

The Bank's primary market area is southwestern North Carolina.
Its main office and Hendersonville South office are located in
Hendersonville, North Carolina.  At Dec. 31, 2011, the Bank also
had full service branch offices in Asheville, Brevard, Columbus,
Etowah, Forest City, Fletcher, Hickory, Marion, Shelby, and
Waynesville, North Carolina.  The Bank's loans and deposits are
primarily generated from within its local market area.

After auditing the 2011 results, Elliott Davis PLLC, in
Greenville, South Carolina, expressed substantial doubt about 1st
Financial Services' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses that have eroded regulatory capital ratios, and the
Company's wholly owned subsidiary, Mountain First Bank & Trust
Company, is under a regulatory Consent Order with the Federal
Deposit Insurance Corporation and the North Carolina Commissioner
of Banks that requires, among other provisions, capital ratios to
be maintained at certain heightened levels.  "In addition, the
Company is under a Written Agreement with the Federal Reserve Bank
of Richmond that requires, among other provisions, the submission
and implementation of a capital plan to improve the Company and
the Bank's capital levels.  As of Dec. 31, 2011, both the Bank and
the Company are considered "significantly undercapitalized" based
on their respective regulatory capital levels."

The Company reported a net loss of $20.5 million on net interest
income of $20.5 million for 2011, compared with a net loss of
$5.3 million on interest income of $20.4 million for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $725.19
million in total assets, $706.39 million in total liabilities and
$18.79 million in total stockholders' equity.


22ND CENTURY GROUP: Has Forbearance with Holders of $215K Notes
---------------------------------------------------------------
Between Dec. 14, 2012, and Jan. 2, 2013, 22nd Century Group, Inc.,
entered into agreements with all holders of its outstanding
$1,675,000 15% notes due Dec. 14, 2012.  Holders of $1,330,000 of
the Notes agreed to extend the maturity date of the Notes to
April 14, 2013.  Holders of $100,000 of the Notes elected to
convert into shares of the Company's common stock pursuant to the
terms of the Notes.  Holders of $215,000 of the Notes elected to
enter into a forbearance agreement.  Holders of $30,000 of the
Notes agreed to be paid over time.

A copy of the form of the agreement is available at:

                        http://is.gd/T6r6im

                         About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

Freed Maxick CPAs, PC), in Buffalo, New York, expressed
substantial doubt about 22nd Century Group's ability to continue
as a going concern following the financial results for the year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations and, as of
Dec. 31, 2011, has negative working capital of $1.9 million and a
shareholders' deficit of $1.2 million.  "Additional financing will
be required during 2012 in order to satisfy existing current
obligations and finance working capital needs, as well as
additional losses from operations that are expected in 2012."

The Company incurred a net loss of $1.34 million in 2011, compared
with a net loss of $1.42 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.39 million
in total assets, $3.60 million in total liabilities, and a
stockholders' deficit of $1.21 million.


261 EAST: Granted Interim Authority to Use MB Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered interim orders that authorized 261 East 78 Realty
Corporation to use cash collateral in which MB Financial Bank,
N.A., has an asserted interest, solely to cover the immediate cash
needs of the Debtor's business pursuant to a budget.  The third
interim order granted authority to use cash collateral until Dec.
31, 2012.

As partial adequate protection for the Debtor's use of cash
collateral, MB Financial was granted valid, perfected, and
enforceable liens upon and security interests in all of the types
of property coming into existence after the Petition Date, but
excluding any cause of action under Sections 544, 547, 548 or 550
of the Bankruptcy Code and related proceeds.

The replacement liens and security interests will be subject to
and subordinate to (a) unpaid professional fees and disbursements
incurred in the aggregate amount of $30,000 and allowed by order
of the Court, (b) fees payable to the United States Trustee and
any fees payable to the clerk of the Court, and (c) reasonable
fees and expenses of a trustee that are incurred after the
conversion of the Chapter 11 case to a case under Chapter 7 of the
Bankruptcy Code, in an amount not to exceed $25,000.

The Debtor disputes that, as of the Petition Date, it was indebted
to MB Financial in the amount of $17,674,827.

As reported by the Troubled Company Reporter on April 11, 2012,
the Debtor asked the Bankruptcy Court to expunge MB's lien and
proof of claim and determine that MB Financial has failed to
establish a valid lien on its premises located at 261 East 78th
Street, New York.  On Feb. 2, 2012, MB Financial filed a proof of
claim for $17.67 million.  MB Financial claims to be a secured
creditor of the Debtor having perfected its claims through
"recorded mortgages and related documents".  Chris Georgoulis,
Esq., at Georgoulis & Associates PLLC, in New York, attorney for
the Debtor, asserted that MB Financial does not have standing to
assert its claim because it does not have the original mortgage
notes.  Without proper documentation, MB Financial's claim must be
expunged because there is proof to establish its lien or claim, he
added.

According to the Debtor, there are three relevant mortgage loan
notes that MB Financial must have in its possession to have
standing to foreclose, namely:

   (1) the original acquisition note of $5.58 million;

   (2) a consolidated, amended and restated building loan note of
       $6.68 million; and

   (3) a consolidated, amended and restated project loan note of
       $205,000.

The Debtor made a mortgage loan with Broadway Bank, Chicago,
Illinois, a bank that is no longer in business, in April 2007.  At
that time executed an acquisition loan note, a building loan note
and a project loan note in favor of Broadway, as well as related
mortgages and other loan documents.  Two of these loans were
subsequently extended in September 2009, at which time the Debtor
executed a gap building loan note, a consolidated building loan
note, a gap project loan note and a consolidated project loan note
in favor of Broadway.

On April 23, 2010, the FDIC took over Broadway Bank and MB
Financial agreed to purchase certain of Broadway's assets through
the execution of a purchase and assumption agreement with FDIC.

                          About 261 East

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  The case was assigned to Judge
Robert E. Gerber.  Shaked & Posner serves as the Debtor's counsel.
The Chapter 11 filing was precipitated by the commencement of
foreclosure proceedings on the premises.  The Debtor scheduled
$20.2 million in assets and $18.8 million in liabilities.  The
petition was signed by Lee Moncho, president.


501 GRANT: Lender SA Challenger Wants Involuntary Case Dismissed
----------------------------------------------------------------
Lender SA Challenger, Inc., asks the U.S. Bankruptcy Court for the
Central District of California, to dismiss the involuntary case
filed against 501 Grant Street Partners, LLC; and abstain from
hearing the case or transfer of venue to the Western District of
Pennsylvania.

On Nov. 21, 2012, according to the Debtor's case docket, the Court
transferred the involuntary case.

SA Challenger notes that the voluntary case commenced by the
Alleged Debtor was dismissed just two weeks prior to the
commencement of the involuntary case.

On Nov. 14, 2012, Vost Company LP, Allied Barton Security Services
LLC, MSA Systems Integration, Inc., and Gertrude Fox commenced the
involuntary case against the alleged Debtor.  The petitioning
creditors alleged claims in the aggregate total of $109,261, with
$100,000 of that total claim claimed by Mrs. Fox.

SA Challenger explains that, among other things:

  -- There will be no benefit to creditors or the alleged Debtor
     if the case will continue; and

  -- The case must be transferred to the Pennsylvania Court.

                     About 501 Grant Street &
                       Union Trust Building

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

501 Grant Street Partners owns the Union Trust Building in
downtown Pittsburgh, Pennsylvania.  It sought Chapter 11
protection (Bankr. W.D. Pa. Case No. 12-23890) on Aug. 3, 2012, to
avert a sheriff sale of the building set for Aug. 6.  The August
petition listed under $50,000 in both assets and debts.  Roger M.
Bould, Esq., at Keevican Weiss Bauerle & Hirsch, LLC, represented
501 Grant Street as counsel.  In November, U.S. Bankruptcy Judge
Judith K. Fitzgerald dismissed 501 Grant Street Partners' Chapter
11 petition, paving for the sheriff sale of the Union Trust
Building on Jan. 7, 2013.

SA Challenger Inc., which acquired interest in the building's
mortgage by U.S. Bank, is seeking to foreclose on the property.
SA Challenger is seeking to collect $41.4 million.  Earlier in
November, at the lender's request, Judge Ward appointed the real
estate firm CBRE to serve as receiver for the building, overseeing
its operation and management until the sheriff sale takes place.


ACTIVECARE INC: Delays Form 10-K for Fiscal 2012
------------------------------------------------
ActiveCare, Inc.'s annual report on Form 10-K for the fiscal year
ended Sept. 30, 2012, was not filed within the prescribed time
period because management requires additional time to compile and
verify the data required to be included in the report.  The report
will be filed within fifteen days of the date the original report
was due.

                          About ActiveCare

South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products.  The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs.  The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers.  The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.

The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.

As reported in the TCR on Dec. 30, 2011, Hansen, Barnett &
Maxwell, P.C., expressed substantial doubt about ActiveCare's
ability to continue as a going concern, following the Company's
results for the year ended Sept. 30, 2011.  The independent
auditors noted that the Company has incurred recurring
operating losses and has an accumulated deficit.

The Company's balance sheet at June 30, 2012, showed $2.08 million
in total assets, $5.34 million in total liabilities, and a
stockholders' deficit of $3.26 million.


AE BIOFUELS: Holds First Conference Call Since Going Public
-----------------------------------------------------------
Aemetis, Inc., formerly AE Biofuels Inc., hosted a business update
conference call on Dec. 20, 2012, to update its shareholders and
the market as to the important milestones that Aemetis has
achieved, and to provide insights into the Company's strategy to
continue to grow the company.  This is the Company's first
conference call since Aemetis became a publicly traded company.
A copy of the conference call transcript is available at:
http://bankrupt.com/misc/AemetisCall2012.pdf

                          About AE Biofuels

AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/--
is a biofuels company based in Cupertino, California, developing
sustainable solutions to address the world's renewable energy
needs.  The Company is commercializing its patent-pending next-
generation cellulosic ethanol technology that enables the
production of biofuels from both non-food and traditional
feedstocks.  Its wholly-owned Universal Biofuels subsidiary built
and operates a nameplate 50 million gallon per year biodiesel
production facility on the east coast of India.

Aemetis disclosed a net loss of $18.29 million for the year ended
Dec. 31, 2011, compared with a net loss of $8.56 million during
the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $98.84
million in total assets, $87.46 million in total liabilities and
$11.37 million in total stockholders' equity.


AEOLUS PHARMACEUTICALS: Posts $1.7MM Net Income in Fiscal 2012
--------------------------------------------------------------
Aeolus Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
disclosing net income of $1.69 million on $7.29 million of
contract revenue for the fiscal year ended Sept. 30, 2012,
compared with net income of $299,000 on $4.82 million of contract
revenue during the prior fiscal year.

The Company's balance sheet at Sept. 30, 2012, showed
$1.25 million in total assets, $21.59 million in total
liabilities, and a $20.33 million total stockholders' deficit.

Grant Thornton LLP, in San Diego, CA, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended Sept. 30, 2012.  The independent auditors noted
that the Company has incurred recurring losses and negative cash
flows from operations, and management believes the Company does
not currently possess sufficient working capital to fund its
operations through fiscal 2013, which raise substantial doubt
about the Company's ability to continue as a going concern.

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

                        http://is.gd/Aha7ya

                    About Aeolus Pharmaceuticals

Based in Mission Viejo, California, Aeolus Pharmaceuticals Inc.
(OTC BB: AOLS) -- http://www.aeoluspharma.com/-- is developing a
variety of therapeutic agents based on its proprietary small
molecule catalytic antioxidants, with AEOL 10150 being the first
to enter human clinical evaluation.  AEOL 10150 is a patented,
small molecule catalytic antioxidant that mimics and thereby
amplifies the body's natural enzymatic systems for eliminating
reactive oxygen species, or free radicals.  Studies funded by the
National Institutes for Health are currently underway evaluating
AEOL 10150 as a treatment for exposure to radiation, sulfur
mustard gas and chlorine gas.  A second compound, AEOL 11207, has
demonstrated efficacy in animal models of Parkinson's disease and
is currently being evaluated as a potential treatment for
epilepsy.


AHERN RENTALS: Wants Milbank's Plan-Related Fees Reduced
--------------------------------------------------------
Ahern Rentals, Inc., asks the U.S. Bankruptcy Court for the
District of Nevada to deny Majority Term Lenders' motion directing
the Debtor to comply with, and make required adequate protection
payments.

The Debtor requests that the Court disallow Milbank, Tweed, Hadley
& McCloy's fees in its August, September, and October 2012 fee
statements as specifically requested and require that Milbank
provide a detailed expense report for the expenses in the fee
statements.

The Debtor also asks that the Court order:

   a) Milbank's fees regarding the appointment of Gleacher
      Products Corp. as agent to replace Bank of America under the
      Second Amended and Restated Debtor-in-Possession Loan and
      Security Agreement be reduced to $42,000;

   b) Milbank's fees regarding the engagement of GLC as the
      Majority Term Lenders' financial advisor be disallowed, as
      there was no termination event under the Majority Term
      Lender stipulation at the time the fees were incurred;

   c) Milbank's fees relating to plan issues and plan mediation be
      reduced to $115,000; and

   d) Milbank's fees for NDA-related matters be reduced to
      $16,000.

                        About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- now offers rental
equipment to customers through its 74 locations in Arizona,
Arkansas, California, Colorado, Georgia, Kansas, Maryland,
Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  In its schedules, the Debtor disclosed $485.8 million
in assets and $649.9 million in liabilities.

Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.

Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.

Attorney for GE Capital is James E. Van Horn, Esq., at
McGuirewoods LLP.  Wells Fargo Bank is represented by Andrew M.
Kramer, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.
Allan S. Brilliant, Esq., and Glenn E. Siegel, Esq., at Dechert
LLP argue for certain revolving lenders.

The Debtor's Plan lists $379.2 million in debt held by major
lenders plus much smaller amounts held by others.  According to
The Review-Journal's report, Judge Beesley said he does not think
Ahern's plan offers full repayment -- known as present value -- so
the owners cannot hang on to their entire positions under
bankruptcy law.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.


AMEREN ENERGY: S&P Sees Genco Restructuring Within 5 Years
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that power producer Ameren Energy Generating Co. received
a fourth downgrade in 10 months from Standard & Poor's when the
corporate rating declined another grade on Dec. 21 to B-.  The
company had investment-grade status until February.  The latest
downgrade followed announcement by parent Ameren Corp. that it
would leave the merchant generating business where power is sold
at market rates. S&P interpreted the announcement to mean that
"GenCo will be sold or restructured within the next five years."

S&P was also influenced by a determination that "discretionary
cash flow will turn negative as higher-priced electricity hedges
expire" while "cash flow measures will materially weaken over the
next three years."

On the plus side, S&P noted that GenCo doesn't have longterm debt
maturities until 2018.

GenCo's $300 million in 7% senior unsecured notes due 2018 last
traded on Dec. 21 for 75 cents on the dollar, to yield 13.796%,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.

The St. Louis-based Ameren parent has regulated utility
subsidiaries in Illinois and Missouri and two unregulated
generating subsidiaries.


AMERIFORGE GROUP: S&P Gives 'B' Corp Credit Rating, Stable Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Houston-based Ameriforge Group Inc.
The outlook is stable.

"At the same time, we assigned our 'B+' (one notch higher than the
corporate credit rating) issue-level rating to Ameriforge's
$350 million first-lien term loan due 2019.  We assigned the issue
a '2' recovery rating, indicating our expectation of substantial
(70% to 90%) recovery in the event of a payment default," S&P
said.

"We also assigned a 'CCC+' issue rating to Ameriforge's proposed
$150 million second-lien term loan due 2020.  We assigned a '6'
recovery rating to the second-lien term loan, indicating our
expectation of negligible (0% to 10%) recovery in the event of a
payment default," S&P added.

The ratings on Ameriforge reflect Standard & Poor's assessment of
the company's "vulnerable" business risk and "highly leveraged"
financial risk.

"The ratings incorporate the company's exposure to cyclical and
competitive end markets, limited scale of operations, and its
relatively high leverage," said Standard & Poor's credit analyst
Steve Scovotti, "and they also reflect the company's diverse
product offering, a measure of geographic diversity, low
maintenance capital spending requirements, and its 'adequate'
liquidity."

"The stable outlook reflects our expectation that the company will
continue to grow both organically and through acquisitions.  The
acquisitions will help Ameriforge expand its product and service
lines.  As a result of the growth in revenue and EBITDA, we expect
the company to slightly de-lever over the next year," S&P said.

"An upgrade to 'B+' would require Ameriforge to grow its
operations and reduce debt leverage.  For an upgrade, we would
expect run-rate EBITDA between $150 million to $200 million
through most points in the business cycle, while maintaining debt
to EBITDA below 4x.  We could lower the ratings if projected debt
leverage exceeded 6x with no near-term remedy," S&P noted.


AMERICAN AIRLINES: Jan. 9 Hearing on 2 Boeing Planes Purchase
-------------------------------------------------------------
American Airlines Inc. has filed a motion seeking court approval
to purchase two Boeing 777-300ER aircraft from The Boeing Co.

The planes are scheduled to be delivered to American Airlines in
February and March 2013, according to the court filing.

American Airlines did not disclose the purchase price for the
aircraft in the motion, which it filed under seal to protect
confidential information.

A court hearing to consider approval of the request is scheduled
for January 9.  Objections were due by January 2.

Meanwhile, the U.S. Bankruptcy Court in Manhattan issued an order
approving amendments to some of American Airlines Inc.'s aircraft
lease agreements.  The airline entered into the agreements prior
to its bankruptcy filing to lease 56 Boeing 737-823 aircraft from
Wilmington Trust Co.  The amendments remove from the lease
contracts an exception to American Airlines' obligation to pay
rent during any period in which the airline has been deprived of
possession of the aircraft as a result of a breach of contract.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Seeks to Assume Raleigh Durham Contract
----------------------------------------------------------
AMR Corp. is seeking court approval to assume a contract between
its regional carrier and Raleigh Durham Airport Authority.

American Airlines Inc. inked the contract with the airport
authority in May 2002 to lease a non-residential real property at
the Raleigh-Durham International Airport.

A court hearing is scheduled for January 9, 2013.  Objections were
due January 2, 2013.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Marathon Bid for Fees Denied
-----------------------------------------------
The U.S. Bankruptcy Court in Manhattan denied the application of
Marathon Asset Management LP for payment of fees and expenses.

Marathon seeks payment of up to $150,000 for the services provided
by its lawyers in connection with a pre-bankruptcy deal the
airline made with American Eagle Airlines Inc. to turn over
Embraer jets.

The hedge fund manager said it is entitled to payment "for making
a substantial contribution" in American Airlines' bankruptcy
case.

The U.S. Trustee, a Justice Department agency that oversees
bankruptcy cases, opposed the application, saying Marathon "has
not met its burden of proof to establish that it met the
statutory standards for substantial contribution."

                         American Airlines

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

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

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

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

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

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

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

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

                         American Airlines

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

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

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

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

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

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

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

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


AMF BOWLING: Creditors Have Until Feb. 11 to File Proofs of Claim
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
established Feb. 11, 2013, at 5 p.m., prevailing Pacific
Time as the deadline for any individual or entity to file proofs
of claim against AMF Bowling Worldwide, Inc., et al.

The Court also set May 13, 2013, as the bar date for governtmental
entities.

Original proofs of claim must be submitted to the official notice
and claims agent at this address:

         AMF Bowling Worldwide, Inc. Claims Processing
         c/o Kurtzman Carson Consultants LLC
         2335 Alaska Avenue
         El Segundo, CA 90245

                   About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  The Company and several affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to
12-36508) on Nov. 12 and 13, 2012, after reaching an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process.  At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.

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

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

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

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

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

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

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

The Committee tapped to retain Pachulski Stang Ziehl & Jones LLP
as its lead counsel; Christian & Barton, LLP as its local counsel;
and Mesirow Financial Consulting, LLC as its financial advisors.


AMF BOWLING: Moelis & Company Approved as Financial Advisor
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
authorized AMF Bowling Worldwide, Inc., to employ Moelis & Company
LLC as financial advisor and investment banker.

Moelis & Company will be paid a restructuring fee in only one of:

   -- at the closing of a restructuring, which includes a iStar
      Amendment, a non-refundable cash fee of $4,000,000; or

   -- at the closing of a restructuring, which does not include an
      iStar Amendment, a non-refundable cash of $3,500,000.

The bankruptcy judge also entered orders authorizing AMF Bowling
Worldwide to employ:

   1. KPMG LLP as auditors, tax compliance and tax consultants;
      and

   2. McKinsey Recovery & Transformation Services U.S., LLC as
      restructuring advisor.

                   About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  The Company and several affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to
12-36508) on Nov. 12 and 13, 2012, after reaching an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process.  At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.

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

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

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

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

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

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

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

The Committee tapped to retain Pachulski Stang Ziehl & Jones LLP
as its lead counsel; Christian & Barton, LLP as its local counsel;
and Mesirow Financial Consulting, LLC as its financial advisors.


AMF BOWLING: Committee Taps to Pachulskii, C&B as Attorneys
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of AMF Bowling Worldwide, Inc., et al., asks the U.S.
Bankruptcy Court for the Eastern District of Virginia for
permission to retain:

   1. Christian & Barton, LLP as its local counsel; and

   2. Pachulski Stang Ziehl & Jones LLP as its lead counsel.

The hourly rates of the firms' personnel are:

A. Christian & Barton:

         Partners                          $375
         Associates                        $275
         Paralegals                        $150

B. Pachulski Stang:

         Robert J. Feinstein, partner      $955
         Alan J. Kornfeld, partner         $860
         Jeffrey N. Pomerantz, partner     $815
         Maxim B. Litvak, partner          $725
         Shirley S. Cho, of counsel        $675
         Jason H. Rosell, associate        $425
         Patricia J. Jefferies, paralegal  $275

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

W. Clarkson McDow, Jr., United States Trustee for Region 4,
appointed five members to the official committee of unsecured
creditors in the Chapter 11 cases of AMF Bowling Worldwide, Inc.,
et al.  The Creditors Committee members are:

      1. Statecourt Enterprises, Inc.
         Attn: John E. Silverman
         40 East 69th Street
         New York, NY 10021
         Tel: (212)249-1550
         Fax: (212)249-5451
         E-mail: jes@rosengroupinc.com

      2. Strike ?N Spare
         Attn: Joseph S. Gall
         221 W. Lexington, Suite 400
         Independence, MO 64051
         Tel: (816)836-5050
         Fax: (816)836-8966
         E-mail: jsg@hfmlegal.com

      3. VIP Cleaning Solutions, LLC
         Attn: William A. Pesello
         10-2 Granada Crescent
         White Plains, NY 10603
         Tel: (914)400-6680
         Fax: not provided
         E-mail: vipcleaningsolutions@ymail.com

      4. Pasadena Hastings Center
         Attn: Madeleine Mueller
         P.O. Box 1209
         Carpinteria, CA 93014-1209
         Tel: (805)684-4178
         Fax: (805)566-9101
         E-mail: missco1@msn.com

      5. Pepsi-Cola Fountain Company, Inc.
         Attn: Chad New
         1100 Reynolds Blvd
         Winston-Salem, NC 27105
         Tel: (336)896-5781
         Fax: (336)896-6003
         E-mail: chad.new@pepsico.com

                   About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  The Company and several affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to
12-36508) on Nov. 12 and 13, 2012, after reaching an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process.  At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.

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

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

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

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

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

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

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

The Committee tapped to retain Pachulski Stang Ziehl & Jones LLP
as its lead counsel; Christian & Barton, LLP as its local counsel;
and Mesirow Financial Consulting, LLC as its financial advisors.


AMF BOWLING: Committee Taps Mesirow Financial as Advisors
---------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of AMF Bowling Worldwide, Inc., et al., asks the U.S.
Bankruptcy Court for the Eastern District of Virginia for
permission to retain Mesirow Financial Consulting, LLC as its
financial advisors.

Mesirow will, among other things:

   -- assist in the review of reports as required by the
      Bankruptcy Court of the Office of the U.S. Trustee,
      including, but not limited to, schedules of assets and
      liabilities, statements of financial affairs, and monthly
      operating reports;

   -- review the Debtors' financial information, including, but
      not limited to, analyses of cash receipts and disbursements,
      financial statement items and proposed transactions for
      which Bankruptcy Court approval is sought; and

   -- review and analyze reporting regarding cash collateral and
      any debtor-in-possession financing arrangements and budgets.

The hourly rates of Mesirow's personnel effective Jan. 1, 2013,
are:

         Senior Managing Director, Managing Director
           and Director                               $895 - $950
         Senior Vice President                        $725 - $795
         Vice President                               $625 - $695
         Senior Associate                             $495 - $595
         Associate                                    $295 - $445
         Paraprofessional                             $160 - $250

Fees for services rendered from Nov. 26, 2012, until Dec. 31,
2012, will be billed rates in effect at the time the services are
rendered.  The rates in effect for the period were:

         Senior Managing Director, Managing Director
           and Director                               $855 - $895
         Senior Vice President                        $695 - $755
         Vice President                               $595 - $655
         Senior Associate                             $495 - $555
         Associate                                    $315 - $425
         Paraprofessional                             $160 - $250

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

                   About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  The Company and several affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to
12-36508) on Nov. 12 and 13, 2012, after reaching an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process.  At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.

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

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

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

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

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

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

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

The Committee tapped to retain Pachulski Stang Ziehl & Jones LLP
as its lead counsel; Christian & Barton, LLP as its local counsel;
and Mesirow Financial Consulting, LLC as its financial advisors.


ALLIANCE 2009: Can Use Regions and MidFirst Cash Until Jan. 15
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
authorized, in a third interim order dated Nov. 29, 2012, Alliance
2009, LLC, to use cash collateral in which Regions Bank and
MidFirst Bank assert an interest, solely to pay for the daily
operations of its businesses pursuant to a budget.  The final
hearing on the cash collateral motion is scheduled for Jan. 15,
2013, at 9:00 a.m.  Objections, if any, to the relief sought in
the final hearing must be filed by no later than Jan. 8, 2013.

As adequate protection, each of the Lenders are granted effective
as of the Petition Date, a replacement, post-petition security
interest in all of the Debtor's assets, but excluding causes of
action brought pursuant to Chapter 5 of the Bankruptcy Code,
including, but no limited to, Sections 544, 547, 548, 549, 550,
551 and 553 and related recoveries.

As further adequate protection, Regions Bank is granted effective
immediately, a replacement, post-petition security interest in the
real property (Outlot A-2 and Outlot B-2) located in Winston-
Salem, Forsyth County, North Carolina.

As further adequate protection, MidFirst Bank is granted effective
immediately, replacement, post-petition security interest in the
real property located in: i) a 1.77 acre outlot, Dominion Steet,
Wytheville, Virginia, and ii) a 3.6 acre parcel on Coral Drive,
Winston-Salem, North Carolina.  The Debtor will pay to MidFirst
commencing on Nov. 1, 2012, and continuing monthly thereafter a
total monthly payment of $11,541.01, with $813.85 of the payment
allocated for estimated property insurance and $1,367.95 of the
payment allocated for estimated property taxes.

Counsel for MidFirst Bank may be reached at:

          Madison L. Martin, Esq.
          STITES & HARBISON PLLC
          401 Commerce Street, Suite 800
          Nashville, TN 37219
          Tel: (615) 244-5200
          Fax: (615) 313-3988
          E-mail: madison.martin@stites.com

Counsel for Regions Bank may be reached at:

          Roger G. Jones, Esq.
          BRADLEY ARANT BOULT CUMMINGS LLP
          1600 Division St., Suite 700
          P.O. Box 340023
          Nashville, TN 37203
          Tel: (615) 252-2323
          Fax: (610) 252-6323
          E-mail: Rjones@babc.com

                      About Alliance 2009

Alliance 2009, LLC, filed a bare-bones Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 12-08515) on Sept. 17, 2012.  Bankruptcy Judge
Marian F. Harrison presides over the case.  Harwell Howard Hyne
Gabbert & Manner PC, serves as the Debtor's counsel.  The Debtor
estimated assets of $10 million to $50 million and up to debts of
up to $10 million as of the Chapter 11 filing.

In May, Regions Bank filed a lawsuit against Alliance 2009 and
Milton A. Turner (N.D. Ala. 2:2012cv01789) for breach of contract.
According to the Birmingham Business Journal, the lawsuit was on
account of the Debtor's failure to pay a $7.5 million loan.  The
lawsuit claims the borrower failed to make payments due Oct. 15,
2011, on the $7.5 million loan made in December 2010.  Mr. Turner
guaranteed the debt.


ALLIANCE 2009: Can Access Genworth Cash Collateral Until Jan. 15
----------------------------------------------------------------
The Bankruptcy Court entered an expedited interim agreed order
authorizing Alliance 2009, LLC, to use cash collateral to continue
the operations of its West Towne Point Shopping Center until
Jan. 15, 2013, unless earlier terminated by the Court.

As adequate protection, Genworth Life Insurance Company is granted
a replacement, post-petition security interest in all of the
Debtor's assets, but excluding causes of action brought pursuant
to Chapter 5 of the Bankruptcy Code, including, but not limited
to, Sections 544, 547, 548, 549, 550, 551 and 553 and related
recoveries.  As further adequate protection, Debtor will pay
Genworth on a monthly basis an amount equal to the interest
payment due to Genworth under its relevant loan documents.
The final hearing on the West Towne Point Cash Collateral Motion
is scheduled for Jan. 15, 2013, at 9:00 a.m.  Objections, if any,
must be filed by no later than Jan. 8, 2013.

Counsel for Genworth Life Insurance Company may be reached at:

          Paul G. Jennings, Esq.
          BASS, BERRY & SIMS PLC
          150 Third Avenue South, Suite 2800
          Nashville, TN 37201
          Tel: (615) 742-6200
          Fax: (615) 742-6293
          E-mail: pjennings@bassberry.com

                      About Alliance 2009

Alliance 2009, LLC, filed a bare-bones Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 12-08515) on Sept. 17, 2012.  Bankruptcy Judge
Marian F. Harrison presides over the case.  Harwell Howard Hyne
Gabbert & Manner PC, serves as the Debtor's counsel.  The Debtor
estimated assets of $10 million to $50 million and up to debts of
up to $10 million as of the Chapter 11 filing.

In May, Regions Bank filed a lawsuit against Alliance 2009 and
Milton A. Turner (N.D. Ala. 2:2012cv01789) for breach of contract.
According to the Birmingham Business Journal, the lawsuit was on
account of the Debtor's failure to pay a $7.5 million loan.  The
lawsuit claims the borrower failed to make payments due Oct. 15,
2011, on the $7.5 million loan made in December 2010.  Mr. Turner
guaranteed the debt.


ANCHOR BANCORP: Completes Prepayments of $150-Mil. FHLB Advances
----------------------------------------------------------------
Anchor BanCorp Wisconsin Inc., the holding company for AnchorBank,
fsb., announced that the Bank has completed the prepayment of $150
million of Federal Home Loan Bank advances.  The borrowings
extinguished were floating rate advances with maturities in 2015
and had a current weighted average rate of 1.41%.  The repayment
of the FHLB advances triggered a pre-payment penalty of $3.5
million.

Chris Bauer, president and chief executive officer of the
Corporation and the Bank commented, "As stated in our second
quarter 2012 earnings release, we have been implementing
strategies to increase Bank profitability.  Given the economic
environment, using excess cash at the Bank level to reduce total
funding cost is an opportunity to enhance the Bank's profitability
by increasing net interest margin going forward.  Even though the
Bank's cash position has been reduced by $150 million, the Bank's
balance sheet remains strong as we continue to maintain a high
degree of liquidity."

Results of the Transaction

   * Eliminates estimated annualized interest cost of
     approximately $2.1 million on $150 million of paid off
     advances, reducing the Bank's overall cost of funds going
     forward.

   * Reduces cash on hand, which earns only modest returns in the
     current interest rate environment.

   * The FHLB advance pre-payment penalty of $3.5 million, or
     $0.17 per share, will be recouped by a higher net interest
     rate margin going forward.

   * The Tier 1 leverage ratio adjusted for the pre-payment of the
     FHLB advances increases 14 basis points to 4.77% from 4.63%
     reported at Sept. 30, 2012.  The adjusted ratio only takes
     into account the reduction in FHLB advances and the
     prepayment fee.
    
   * Better positions the Bank to compete in the current rate
     environment while maintaining a flexible liquidity position
     for future opportunities.

   * The Bank's interest rate risk profile is relatively
     unchanged.

While the pre-payment of FHLB advances will increase the Tier 1
leverage ratio at the Bank, the Corporation, as the holding
company of the Bank, continues to be burdened with significant
senior debt and preferred stock obligations:

   * The Corporation currently owes $116.3 million of loan
     principal to various lenders led by U.S. Bank under a credit
     agreement that matures June 30, 2013.  In addition, accrued
     but unpaid interest and fees at Nov. 30, 2012, totaling $53.9
     million associated with this obligation are also due and
     payable at maturity.

   * The Corporation issued $110 million in preferred stock in
     January 2009 to the United States Treasury pursuant to the
     Treasury's Capital Purchase Program.  As permitted under the
     CPP program, the Corporation has deferred 15 quarterly
     preferred stock dividend payments to the Treasury; which has
     resulted in total unpaid dividends at Nov. 30, 2012, of $23.1
     million, including compounding.

   * While the Bank has substantial liquidity, it is currently
     precluded by its regulators from paying dividends to the
     Corporation for purposes of repayment of the foregoing
     obligations.

The Corporation continues to work with Sandler O'Neill & Partners,
L.P., as its financial advisor in efforts to address its capital
needs.

                        About Anchor Bancorp

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. is a
registered savings and loan holding company incorporated under the
laws of the State of Wisconsin.  The Company is engaged in the
savings and loan business through its wholly owned banking
subsidiary, AnchorBank, fsb.

Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank fsb,
each consented to the issuance of an Order to Cease and Desist by
the Office of Thrift Supervision.  The Corporation and the Bank
continue to diligently work with their financial and professional
advisors in seeking qualified sources of outside capital, and in
achieving compliance with the requirements of the Orders.  The
Corporation and the Bank continue to consult with the successors
to the OTS, Federal Reserve, the the Office of the Comptroller of
the Currency and Federal Deposit Insurance Corporation on a
regular basis concerning the Corporation's and Bank's proposals to
obtain outside capital and to develop action plans that will be
acceptable to federal regulatory authorities, but there can be no
assurance that these actions will be successful, or that even if
one or more of the Corporation's and Banks proposals are accepted
by the Federal regulators, that these' proposals will be
successfully implemented.  While the Corporation's management
continues to exert maximum effort to attract new capital,
significant operating losses in fiscal 2009, 2010 and 2011,
significant levels of criticized assets and low levels of capital
raise substantial doubt as to the Corporation's ability to
continue as a going concern.  If the Corporation and Bank are
unable to achieve compliance with the requirements of the Orders,
or implement an acceptable capital restoration plan, and if the
Corporation and Bank cannot otherwise comply with those
commitments and regulations, the OCC or FDIC could force a sale,
liquidation or federal conservatorship or receivership of the
Bank.

The Company reported a net loss of $36.73 million on
$127.25 million of total interest income for the fiscal year ended
March 31, 2012, a net loss of $41.17 million on $166.46 million of
total interest income for the year ended March 31, 2011, and a net
loss of $176.91 million on $217.08 million of total interest
income for the year ended March 31, 2010.

McGladrey LLP, in Madison, Wisconsin, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended March 31, 2012.  The independent auditors noted
that all of the subsidiary bank's regulatory capital amounts and
ratios are below the capital levels required by the cease and
desist order.  The subsidiary bank has also suffered recurring
losses from operations.  Failure to meet the capital requirements
exposes the Corporation to regulatory sanctions that may include
restrictions on operations and growth, mandatory asset
dispositions, and seizure of the subsidiary bank.  In addition,
the Corporation's outstanding balance under the Amended and
Restated Credit Agreement is currently in default.  These matters
raise substantial doubt about the ability of the Corporation to
continue as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$2.66 billion in total assets, $2.70 billion in total liabilities
and a $36.03 million total stockholders' deficit.


APPLIED DNA: Crede CG to Sell 112.3 Million Common Shares
---------------------------------------------------------
Applied DNA Sciences, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-3 relating to the resale of up to
122,311,827 shares of the Company's common stock, $.001 par value,
by Crede CG II, Ltd.  These shares of common stock include
44,354,839 shares issuable upon conversion of Series A Preferred
Stock and 67,204,300 shares issuable upon exercise or exchange of
warrants.

The Company is not selling any securities and will not receive any
of the proceeds from the sale of common stock by the selling
stockholder except for funds received from the exercise of
warrants held by the selling stockholder, if and when exercised
for cash.

On Dec. 24, 2012, the closing sales price for the Company's common
stock on the OTC Bulletin Board was $0.237 per share.

A copy of the Form S-3 is available for free at:

                        http://is.gd/rkBzRD

                         About Applied DNA

Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally
devoted to developing DNA embedded biotechnology security
solutions in the United States.  The Company's shares of common
stock are quoted on the OTC Bulletin Board under the symbol
"APDN."

RBSM LLP, in New York, 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.

The Company reported a net loss of $10.51 million for the fiscal
year ended Sept. 30, 2011, compared with a net loss of $7.91
million during the prior year.

The Company's balance sheet at June 30, 2012, showed $1.97 million
in total assets, $653,910 in total liabilities, all current, and
$1.31 million in total stockholders' equity.


ARCAPITA BANK: Wants Short Extension of Plan Deadline
-----------------------------------------------------
Arcapita Bank B.S.C.(c), et al., ask the U.S. Bankruptcy Court for
the Southern District of New York to further extend their
exclusive period to file a plan until Jan. 14, 2013, and their
exclusive period to solicit acceptances of that plan until
March 14, 2013.  The hearing on the motion is scheduled for
Jan. 9, 2013, at 4:30 p.m.

On Dec. 21, 2013, the Court approved the fourth exclusivity motion
of the Debtors which extended the exclusive filing period until
Jan. 5, 2013, and the exclusive solicitation period until March 5,
2013.

According to papers filed with the Court, the Debtors were
informed by the Official Committee of Unsecured Creditors that it
should be in a position to provide the Debtors with additional
input regarding these inter-creditor issues within the next week.
Accordingly, the Debtors agreed, with Committee support, to seek
yet a further short extension of the Exclusive Periods -- for an
additional nine-day period -- to give the Committee additional
time to provide the Debtors with input regarding value allocation
(between the creditors of Arcapita Bank and the creditors of
Arcapita Investment Holdings Limited) and other issues.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., later filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.
Falcon Gas is an indirect wholly owned subsidiary of Arcapita that
previously owned the natural gas storage business NorTex Gas
Storage Company LLC.  In early 2010, Alinda Natural Gas Storage I,
L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas
Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.)
acquired the stock of NorTex from Falcon Gas for $515 million.
Arcapita guaranteed certain of Falcon Gas' obligations under the
NorTex Purchase Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group has roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

On Dec. 21, 2012, the Bankruptcy Court extended the Debtors'
Exclusive Filing Period through and including Jan. 5, 2013, and
further extended the Debtors' Exclusive Solicitation Period
through and including March 5, 2013.


ARKANOVA ENERGY: Swings to $3.8MM Net Income in Fiscal 2012
-----------------------------------------------------------
Arkanova Energy Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $3.84 million on $980,052 of total revenue for the year
ended Sept. 30, 2012, compared with a net loss of $2.06 million on
$1.32 million of total revenue during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $2.44
million in total assets, $9.22 million in total liabilities and a
$6.78 million total stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012, citing cumulative losses since
inception and negative working capital, which raise substantial
doubt about the Company's ability to continue as a going concern.

On Dec. 26, 2012, the Company sold an aggregate of 1,000,000
shares at a price of $0.10 per shares for gross proceeds of
$100,000.  The Company issued the shares to one director and
officer of the Company and the Company relied on the exemption
from the registration requirements provided for in Section 4(a)(2)
of the Securities Act of 1933, as amended.

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

                       http://is.gd/Sh8a2v

                          About Arkanova

Austin, Tex.-based Arkanova Energy Corporation is primarily
engaged in the acquisition, exploration and development of oil and
gas resource properties.  Arkanova is currently participating in
oil and gas exploration activities in Arkansas, Colorado and
Montana.  All of Arkanova's oil and gas properties are located in
the United States.


ARTE SENIOR LIVING: Sets Jan. 29 Plan Confirmation
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of the 170-unit Arte Resort retirement
community in Scottsdale, Arizona is asking the bankruptcy judge in
Phoenix to approve a reorganization plan at a Jan. 29 confirmation
hearing cutting down $34.3 million owing to the secured lender.

The Chapter 11 filing took place in July to halt foreclosure. The
owner believes the project is worth $25 million to $27 million "as
is."

According to the report, the plan calls for giving the secured
lender a new lien equal to the value of the property as determined
by the bankruptcy court.  Any shortfall will be in a separate
unsecured class for the lender alone.  The secured portion of the
claim will be secured by a lien maturing in 12 years.  The revised
loan would accrue interest at 3.75%, unless the judge finds
another rate is proper.  The new loan will pay interest only for
two years.  Thereafter, amortization will be paid on a 25-year
schedule.

The report adds that unsecured creditors and the lender on the
deficiency claim will share $100,000 cash.

To retain the equity, the owners will contribute $1 million cash,
according to the report.

                     About Arte Senior Living

Arte Senior Living L.L.C. owns and operates an independent and
assisted living facility, known generally as the Arte Resort
retirement community, located at 11415 North 114th Street, in
Scottsdale, Arizona.  The Property consists of 128,514 square feet
of rentable living space.  The Property is managed by Encore
Senior Living.

Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-14993) in Phoenix on July 5, 2012.  The Debtor
estimated assets and liabilities of $10 million to $50 million.

Judge George B. Nielsen Jr. oversees the case.  John J. Hebert,
Esq., at Polsinelli Shughart, P.C., serves as counsel to the
Debtor.  Syble Oliver appointed as patient care ombudsman.

SMA Portfolio Owner L.L.C. is represented by lawyers at Greenberg
Traurig, LLP.

The Debtor disclosed $52,317,766 in assets and $34,411,296 in
liabilities as of the Chapter 11 filing.


ASPEN GROUP: Raises $320,000 From Private Sale of Securities
------------------------------------------------------------
Aspen Group, Inc., raised $320,000 in gross proceeds from the sale
of units consisting of shares of common stock and five-year
warrants exercisable at $0.50 per share in a private placement
offering to six accredited investors (including $17,500 invested
by the Company's Chief Financial Officer).  The units sold
contained a total of 914,286 shares of common stock and 457,143
warrants.

In connection with the offering, Aspen agreed to register the
shares of common stock and the shares of common stock underlying
the warrants.  In connection with these sales, Aspen paid broker-
dealers fees of $21,350.  The sale of units occurred in two
closings -- the first on Dec. 18, 2012, and the second on Dec. 21,
2012.  The terms of this private placement were identical to those
of private placements which closed on Sept. 28, 2012, and Dec. 11,
2012, where the Company raised total gross proceeds of $3,107,000.
The shares were issued and sold in reliance upon the exemption
from registration contained in Section 4(a)(2) of the Securities
Act of 1933 and Rule 506 promulgated thereunder.

On Dec. 17, 2012, the Board of Directors re-priced the exercise
prices of 1,880,000 outstanding options to $0.35 per share
including 800,000 options held by Michael Mathews, the Company's
Chief Executive Officer and 200,000 options held by David Garrity,
the Company's Chief Financial Officer.

Mr. Mathews agreed to extend the due dates of both of his $300,000
convertible notes from Aug. 31, 2013, to Aug. 31, 2014.

                         About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88% of the Company's degree-
seeking students (as of June 30, 2012) were enrolled in graduate
degree programs (Master or Doctorate degree program).  Since 1993,
the Company has been nationally accredited by the Distance
Education and Training Council, a national accrediting agency
recognized by the U.S. Department of Education.

The Company's balance sheet at Sept. 30, 2012, showed $5.34
million in total assets, $4.57 million in total liabilities and
$763,228 in total stockholders' equity.

"The Company had a net loss allocable to common stockholders of
$5,213,755 and negative cash flows from operations of $2,288,416
for the nine months ended September 30, 2012.  The Company's
ability to continue as a going concern is contingent on securing
additional debt or equity financing from outside investors.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern," the Company said in its quarterly
report for the period ended Sept. 30, 2012.


ATLAS STEEL: Steel Fabricator Files for Chapter 11 in Hawaii
------------------------------------------------------------
Corinna Petry, writing for AMM.com, reports Hawaiian steel framing
fabricator Atlas Steel Corp. filed for Chapter 11 protection in
U.S. Bankruptcy Court in Hawaii on Jan. 2, citing assets of
$58,750 and debts of more than $2.12 million.  The Honolulu-based
company listed nearly $1.34 million in unsecured claims, including
back rent and shareholder loans.


ATLAS STEEL: Case Summary & 5 Unsecured Creditors
-------------------------------------------------
Debtor: Atlas Steel Corporation
        1240 Ala Moana Blvd., Suite 450
        Honolulu, HI 96814

Bankruptcy Case No.: 13-00011

Chapter 11 Petition Date: January 2, 2013

Court: United States Bankruptcy Court
       District of Hawaii (Honolulu)

Debtor's Counsel: Mark S. Kawata, Esq.
                  MARK S. KAWATA, AAL
                  1221 Kapiolani Blvd., Suite 808
                  Honolulu, HI 96814
                  Tel: (808) 955-2600
                  Fax: (808) 955-7546
                  E-mail: kawatalaw@hawaii.rr.com

Scheduled Assets: $58,750

Scheduled Liabilities: $2,064,855

A list of the Company's five largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/hib13-00011.pdf

The petition was signed by Seung Ji Robert Lee, president.


ATP OIL: 2nd Lien Bondholders Want Shot at Proposing Plan
---------------------------------------------------------
ATP Oil & Gas Corporation's unsecured creditors and the ad hoc
committee of holders of 11.875% Senior Second Lien Notes due 2015
issued by ATP Oil lodged objections to the Company's request for
extension of its exclusive periods to file and solicit acceptances
of a Chapter 11 plan.

The Second Lien Holders said the first 120 days of this case have
not gone well.  When the case began, the Debtor's Second Lien
Notes, with a face amount of $1.5 billion, were trading in the
market at approximately 30 cents on the dollar.  The Second Lien
Notes are now trading at approximately 10 cents on the dollar, and
the Debtor's DIP financing is likewise trading well below par.
Unsecured claims and common stock have no meaningful market value.

The Second Lien Holders argued that the precipitous decline in the
market value of the Second Lien Notes has occurred against the
backdrop of significant operational and financing setbacks.  The
commercial operation of the Debtor's Clipper Wells project has
been repeatedly delayed.  Moreover, as a result of the Debtor's
failure to meet conditions for funding set forth in its DIP Credit
Amendment, the Debtor has been forced to undertake an expedited
sale process, which will likely require bidders and financing
sources to make critical decisions before the success of the
Clipper project is known and while litigation between the Debtor
and ORRI and NPI holders remains unresolved.

The Ad Hoc Second Lien Committee said it has every interest in
working cooperatively with the Debtor to the extent feasible.  At
this point in the case, however, members of the committee should
no longer be hostage to the Debtor as they seek to protect their
investment in the context of the sale process.  If Second Lien
Noteholders determine that the best way to maximize value is to
sponsor their own plan of reorganization, they should not be held
up by a Debtor that has already lost control of this case,
including the timing and the process under which its core assets
will be marketed and sold.

Meanwhile, the Official Committee of Unsecured Creditors appointed
in the case told Bankruptcy Judge Marvin Isgur that, with the
Debtor having contractually bound itself to liquidate
substantially all of its assets for the sole benefit of the DIP
Lenders, unless a highly conditional plan of reorganization can be
consummated in the near term, the Committee finds it extraordinary
that the Debtor is seeking any extension of exclusivity, never
mind one that would extend beyond the closing of the liquidation
that the Debtor has obligated itself to pursue.  Not only has the
Debtor failed to demonstrate good faith progress toward a
reorganization, its commitment to liquidate its assets in the near
term absent extraordinary circumstances -- effectuating a plan
that pays the DIP Lenders' claims in full in cash (i.e., over $625
million) or otherwise meets with the DIP Lenders' approval --
reflects the opposite.

Since its formation, the Committee has expressed concern that the
Debtor was being positioned for a liquidation by the DIP Lenders.
The Debtor encumbered nearly all of its assets in exchange for an
expensive roll-up financing package, leaving the estate and the
Committee very little flexibility to achieve better financing
terms.  Since its chapter 11 filing, the Debtor has missed
milestone after milestone under the DIP facility, and now finds
itself at the mercy of the DIP Lenders and their ability to cause
a liquidation of the estate for their sole benefit.  Perhaps most
troubling, knowing that it faces almost certain liquidation, the
Debtor has no viable business plan around which to formulate a
plan of reorganization.  In fact, the Debtor, at the behest of the
DIP Lenders, has placed the liquidation of its assets ahead of
completing the Clipper project, which was to form the cornerstone
of a restructuring.

According to the Committee, the Debtor has failed to establish any
cause for an extension of exclusivity.  In fact, cause would
otherwise exist to terminate exclusivity had such relief been
requested.  Given its condition, the Debtor should welcome every
potential alternative to its contractually compelled liquidation.
While an expiration of exclusivity does not guarantee that a
viable reorganization plan will be consummated, an extension of
exclusivity is likely to thwart the last chance this estate has to
provide a distribution to stakeholders other than the DIP Lenders.
There is simply no justification for denying stakeholders that
opportunity, the Committee argued.

On Dec. 6, 2012, the Court entered an Order authorizing the second
amendment to the Debtor's DIP financing, which, among other
things, identifies certain milestones that the Debtor must achieve
to remain in compliance with the financing.  Specifically, the
Debtor has agreed to these terms:

     -- Unless the Debtor has filed a plan providing for payment
        in full in cash of all Indebtedness (including committed
        financing for implementation of such plan) or otherwise
        approved by the Required Lenders, to file a motion to sell
        substantially all of its shelf assets, on terms acceptable
        to the Required Lenders, or prior to Jan. 8, 2013.

     -- To obtain Court approval of bid procedures, acceptable to
        the Required Lenders, for the sale of the shelf assets by
        Jan. 24, 2013 and to commence an auction for such assets
        by Feb. 26, 2013.

     -- Unless an Approved Plan has been filed and the related
        disclosure statement has been approved, to (i) obtain
        Court approval of the sale of the shelf assets by Feb. 28,
        2013 and (ii) consummate such sale by March 15, 2013.

     -- Unless the Debtor has filed an Approved Plan, to file a
        motion to sell substantially all of its deepwater assets,
        on terms acceptable to the Required Lenders, on or prior
        to Jan. 22, 2013.

     -- To obtain Court approval of bid procedures, acceptable
        to the Required Lenders, for the sale of the deepwater
        assets by Feb. 14, 2013 and to commence an auction for
        such assets by March 26, 2013.

     -- Unless an Approved Plan has been filed and the related
        disclosure statement has been approved, to (i) obtain
        Court approval of the sale of the deepwater assets by
        March 28, 2013 and (ii) consummate such sale by
        April 11, 2013.

     -- If an Approved Plan has been filed, to (i) obtain Court
        approval of the related disclosure statement by Feb. 21,
        2013, (ii) obtain confirmation of such plan by March 28,
        2013, and (iii) have such plan become effective no later
        than 15 days after confirmation.

The deepwater assets comprise the Debtor's principal value.

The Second Lien Holders argued that the sale "milestones" set
forth in the DIP Credit Amendment leave precious little time for
holders of Second Lien Notes, who are owed $1.5 billion plus
interest, to determine whether they want to own the Debtor's
equity or assets and, if so, how to deal with the claims of the
DIP Lenders, ORRI and NPI holders, and other secured creditors.

The Debtor is the issuer, pursuant to an Indenture dated as of
April 23, 2010, of Second Lien Notes in an aggregate principal
amount equal to $1.5 billion.  The principal amount of the Second
Lien Notes -- along with interest, fees and other amounts owed
under the Indenture -- is secured by a lien on property of the
Debtor.  The Ad Hoc Second Lien Committee is composed of Second
Lien Noteholders holding, in the aggregate, a majority of the
outstanding principal amount of the Second Lien Notes.

The Debtor is under Court authority to obtain up to $275 million
of new financing through the DIP Credit Facility.  The DIP Credit
Facility is also a "roll-up," such that the Debtor's pre-petition
first lien loans of approximately $367.6 million, as well as $52.1
million of outstanding swap obligations, were refinanced and
afforded super-priority administrative status along with the new
loans to the Debtor.  In addition, the DIP Order provided the
Indenture Trustee for the Second Lien Notes with junior adequate
protection liens on all of the Debtor's assets and a junior super-
priority claim.

Pursuant to sections 1121(b) and (c) of the Bankruptcy Code, the
Debtor's exclusive rights to file a chapter 11 plan and to solicit
acceptances of such plan was to expire Dec. 17, 2012, and Feb. 13,
2013, respectively.

The Debtor is seeking 180-day extensions of each of its exclusive
periods, to June 17, 2013 and Aug. 12, 2013, respectively.

The Ad Hoc Second Lien Committee is represented by:

          Harry A. Perrin, Esq.
          Duston K. McFaul, Esq.
          VINSON & ELKINS LLP
          First City Tower, 1001 Fannin Street, Suite 2500
          Houston, TX 77002-6760
          Telephone: (713) 758-2222
          Facsimile: (713) 758-2346

               - and -

          Scott K. Charles, Esq.
          Emil A. Kleinhaus, Esq.
          Neil M. Snyder, Esq.
          WACHTELL, LIPTON, ROSEN & KATZ
          51 West 52nd Street
          New York, NY 10019
          Telephone: (212) 403-1000
          Facsimile: (212) 403-2000

                          About ATP Oil

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

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

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.  In its schedules,
the Debtor disclosed $3,249,576,978 in assets and $2,278,831,445
in liabilities as of the Chapter 11 filing.

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


ATP OIL: Equity Committee Withdraws Bid for Examiner
----------------------------------------------------
The Official Committee of Equity Security Holders of ATP Oil & Gas
Corporation has withdrawn its Emergency Motion for the Appointment
of an Examiner.

At the hearing held on Dec. 20, 2012, the Court ordered the Equity
Committee to file a notice by Jan. 4, 2013 regarding whether the
Equity Committee will proceed with the hearing on the Examiner
Motion to be held on Jan. 17.  The Equity Committee on Jan. 4
filed a notice withdrawing its request without prejudice and
reserves its right to re-file the Examiner Motion.

The Equity Committee is represented by:

         DIAMOND McCARTHY LLP
         Charles M. Rubio, Esq.
         Kyung S. Lee, Esq.
         909 Fannin, Suite 1500
         Houston, TX 77010
         Telephone: (713) 333-5100
         Facsimile: (713) 333-5195
         E-mail: klee@diamondmccarthy.com
                 crubio@diamondmccarthy.com

                          About ATP Oil

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

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

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.  In its schedules,
the Debtor disclosed $3,249,576,978 in assets and $2,278,831,445
in liabilities as of the Chapter 11 filing.

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

An ad hoc committee of holders of 11.875% Senior Second Lien Notes
due 2015 issued by ATP Oil, is represented by lawyers at Vinson &
Elkins LLP and Wachtell, Lipton, Rosen & Katz.


AUTO CARE: US Trustee Wants Case Converted to Chapter 7
-------------------------------------------------------
August B. Landis, Acting United States Trustee for Region 17, asks
the U.S. Bankruptcy Court for the Northern District of California
to convert Auto Care Mall of Fremont, Inc.'s Chapter 11 case to
under Chapter 7 of the Bankruptcy Code.  The U.S. Trustee says the
Debtor has no incentive to pursue collection of significant loans
and preferential transfers to the shareholders of the Debtor, and
an unbiased and independent Chapter 7 trustee would be in a much
better position to evaluate and pursue such transfers.  The U.S.
Trustee further said in the filing, "In addition, the commercial
real property owned by the Debtor is in receivership, and the
lender has sought relief from stay in order to foreclose.
Finally, the Debtor has failed to file any monthly operating
reports in the case -- the Court, the creditors and the UST have
no idea what is happening in the case."

                  About Auto Care Mall of Fremont

Auto Care Mall of Fremont, Inc., in San Jose, California, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 12-56050)
on Aug. 15, 2012.  The only shareholders of the Debtor are
Dan Duc (50%) and his wife (50%).  Judge Stephen L. Johnson
presides over the case.  The Law Office of Patrick Calhoun, Esq.,
serves as the Debtor's counsel.  The petition was signed by Gina
Baumbach, vice president.

On May 18, 2012, at the behest of the secured lender, Bank of
Marin, the Alameda County Superior Court of the State of
California appointed Susan L. Uecker as receiver to the Debtor's
real property commonly known as 40851-40967 Albrae Street, in
Fremont, California.  The Superior Court appointed the receiver to
address the Debtor's mismanagement and misappropriation of the
bank's cash collateral.

The property is improved with four single story warehouse
buildings totaling 38,226 square feet and is occupied exclusively
with auto service related businesses.  The property consists of
15 units, three of which are currently vacant.  The property
generates monthly rents totaling roughly $34,492 in addition to
common area maintenance charges totaling $8,235.

According to Bank of Marin, the Debtor owes the bank roughly
$6.5 million under two prepetition promissory notes.  The Debtor's
Schedule D identifies a judgment lien against the property held by
Bank of America to secure a $6 million claim scheduled by the
Debtor as a non-contingent, liquidated, and undisputed held by
Bank of America.   The Debtor's Schedules D identifies non-
contingent, liquidated and undisputed claims totaling $11.105
million that encumber the property, which the Debtor values at
$7.4 million.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.


AVANTAIR INC: Amends 7.4 Million Common Shares Prospectus
---------------------------------------------------------
Avantair, Inc., filed a post-effective amendment no. 3 to the Form
S-1 registration statement as originally declared effective by the
Securities and Exchange Commission on March 12, 2010, to include
the information contained in the Company's annual report on Form
10-K for the fiscal year ended June 30, 2012, that was filed with
the SEC on Sept. 28, 2012.  The prospectus relates solely to the
sale or other disposition of up to an aggregate of 7,403,949
shares of common stock of the Company by Clinton Allen, Richard B.
DeWolfe Revocable Trust, Jonathan Auerbach, et al.  The Company's
common stock is currently quoted on the Over-the-Counter Bulletin
Board under the symbol "AAIR".  On Dec. 28, 2012, the last
reported sale price of the Company's shares was $0.15 per share.
A copy of the amended prospectus is available for free at:
http://is.gd/Oy1dkF

                         About Avantair Inc.

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

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

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


BEHRINGER HARVARD: Great American Extends $31MM Loan to Unit
------------------------------------------------------------
Behringer Harvard Mockingbird Commons, LLC, a 70% owned subsidiary
of Behringer Harvard Short-Term Opportunity Fund I LP, entered
into a promissory note agreement with Great American Life
Insurance Company to borrow $31 million.

Proceeds from the loan and additional cash were used to pay off
the outstanding principal balance of a $31.6 million note with
Bank of America and all associated closing costs.  The Loan bears
interest at a fixed rate of 5.75% per annum and requires monthly
payments of interest only during the first 18 months with 30 year
amortization thereafter.  The Loan, which matures on Dec. 19,
2015, contains two one-year extension options if certain
conditions are met and does not allow prepayment in whole or in
part during the first 12 months.  Prepayment in whole (but not in
part) from months 13 to 30 will include a yield maintenance
premium as defined under the terms of the Loan.

The Loan is secured by a 198 room hotel and retail project located
in Dallas, Texas.  The Company has guaranteed payment of certain
recourse liabilities with respect to certain customary nonrecourse
carveouts in favor of the lender in respect to the Loan.

                       About Behringer Harvard

Addison, Texas-based Behringer Harvard is a limited partnership
formed in Texas on July 30, 2002.  The Company's general partners
are Behringer Harvard Advisors II LP and Robert M. Behringer.  As
of Sept. 30, 2011, seven of the 12 properties the Company acquired
remain in the Company's  portfolio.  The Company's Agreement of
Limited Partnership, as amended, provides that the Company will
continue in existence until the earlier of Dec. 31, 2017, or
termination of the Partnership pursuant to the dissolution and
termination provisions of the Partnership Agreement.

For the year ended Dec. 31 2011, Deloitte & Touche LLP, in Dallas,
Texas, noted that the uncertainty surrounding the ultimate outcome
of settling unpaid debt and its effect on the Partnership, as well
as the Partnership's operating losses at its subsidiaries, raised
substantial doubt about its ability to continue as a going
concern.  The Partnership is facing a significant amount of debt
maturities in the near future and debt which has matured but
remains unpaid, which is recourse to the Partnership.

Behringer reported a net loss of $50.15 million in 2011, a net
loss of $18.71 million in 2010, and a net loss of $15.47 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $49.06
million in total assets, $52.94 million in total liabilities and a
$3.88 million total deficit.

                         About BHFS I LLC

Addison, Texas-based BHFS I LLC and its affiliates, owners of the
Frisco Square master-planned development in the Dallas suburb of
Frisco, filed for Chapter 11 protection (Bankr. E.D. Tex. Case No.
12-41581 to 12-41585) on June 13, 2012, in Sherman.  The
affiliates are Behringer Harvard Frisco Square LP, BHFS II LLC,
BHFS III LLC, BHFS IV LLC, and BHFS Theater LLC.  BHFS I and BHFS
II each estimated assets and debts of $10 million to $50 million.
In its schedules, BHFS I LLC disclosed $28,947,198 in total assets
and $13,742,348 in total liabilities.

The Debtors own and operate substantial office, retail, and
residential rental space at the highly regarded project known as
"Frisco Square," in Frisco, Texas.  The project has 103,120 square
feet of rentable office space in three buildings, 110,395 square
feet of retail space in six buildings, including a 12-screen,
41,464 square-foot Cinemark theater, and 114 high-end multifamily
rental units in two buildings, all built between 2000 and 2010.
Occupancy rates are more than 85% for the office and retail space
and almost 95% for multifamily space.

Judge Brenda T. Rhoades presides over the case.  Davor Rukavina,
Esq., and Jonathan Lindley Howell, Esq., at Munsch Hardt Kopf &
Harr, P.C., serve as the Debtors' counsel.  The petition was
signed by Michael J. O'Hanlon, president.

George H. Barber, Esq., and David D. Ritter, Esq., at Kane Russell
Coleman & Logan PC, represent Regions Bank.

Bank of America, N.A., is represented by Keith M. Aurzada, Esq.,
and John Leininger at Bryan Cave.


BEL-SHORE ENTERPRISES: Pro-Motion Files for Chapter 11
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pro-Motion Distributing, a distributor of aftermarket
auto parts, filed a petition for Chapter 11 reorganization in Los
Angeles to implement a restructuring of secured debt.

The Los Angeles-based company disclosed assets of $3.8 million and
debt totaling $14.7 million, including $9.75 million owing to
secured creditor Praesidian Capital Investors Inc.

According to the report, there is agreement with Praesidian on a
Chapter 11 plan reducing secured debt to $5 million. Unsecured
creditors are slated to have a 60% recovery from a creditors'
trust funded with a $1.8 million note paid with future earnings.
Praesidian will subordinate the unsecured portion of its claim
to the claims of unsecured creditors, according to a court
filing.

Bel-Shore Enterprises Inc., doing business as Pro Motion
Distributing and UpNextCarParts.com, filed a Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-51569) on Dec. 20, 2012.
Michael D. Good, Esq., at South Bay Law Firm, in Torrance,
California, serves as counsel to the Debtor.


BERNARD L. MADOFF: Fraud Suits Stay With Bankruptcy Judge
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to a ruling by U.S. District Judge Jed
Rakoff, where the trustee liquidating Bernard L. Madoff Investment
Securities LLC is suing customers for receiving fraudulent
transfers, the bankruptcy judge can hear the cases and submit
proposed rulings to the district court.

The report relates that Judge Rakoff's 22-page opinion on Jan. 4
is a defeat for defendants in more than 300 lawsuits who wanted
Judge Rakoff to take the suits entirely away from the bankruptcy
judge in light of a 2011 decision from the U.S. Supreme Court in a
case called Stern v. Marshall.  Madoff Trustee Irving Picard sued
the customers, saying they received fraudulent transfers because
they withdrew more cash from their accounts than they invested.

The Bloomberg report notes that Judge Rakoff left the door
slightly ajar for an eventual victory by customers. Depending on
how he rules in another case, he still might take the fraudulent
transfer suits away from U.S. Bankruptcy Judge Burton R. Lifland.

The report recounts the Supreme Court's Stern opinion roiled the
bankruptcy courts by ruling that certain types of state-law claims
can't be decided finally in bankruptcy court.  Instead, the U.S.
Constitution only allows life-tenured district judges to make
final rulings in those situations.  Since Stern was handed down,
Judge Rakoff said the "emerging consensus" among federal district
judges in New York is for enabling bankruptcy judges to issue
recommended rulings in fraudulent transfer suits, thus allowing a
district judge to review the record anew and make an appropriate
final decision without giving any deference to the result
recommended by the bankruptcy judge.

Judge Rakoff, the report relates, exercised his discretion in
declining to take the suits away from bankruptcy court anyway.  He
said there will be "efficiency" in having the recommendation from
a bankruptcy judge who has "both intimate familiarity with the
underlying liquidation and substantial expertise in the bankruptcy
law."

Mr. Picard failed to convince Judge Rakoff there should be an
exception allowing Judge Lifland to make final fraud rulings
because Madoff is a liquidation under the Securities Investor
Protection Act, not an ordinary bankruptcy.

Judge Rakoff left one question undecided.  The answer might free
customers from Judge Lifland's control, the Bloomberg report said.

The report recounts that Multiple customers argued in a separate
dispute before Judge Rakoff that Section 502(d) of the U.S.
Bankruptcy Code doesn't apply in SIPA cases.  That section allows
a bankruptcy trustee to deny a claim so long as the creditor is a
defendant in a lawsuit.

If he decides the section doesn't apply to the Madoff liquidation,
Judge Rakoff will not allow Judge Lifland to make even recommended
rulings.  In the meantime, however, he sent the hundreds of suits
back to Judge Lifland.

Judge Rakoff's decision was long in coming.  He heard oral
argument from the lawyers in June.

The fraudulent transfer opinion was part of Securities Investor
Protection Corp. v. Bernard L. Madoff Investment Securities LLC,
12-mc-00115, U.S. District Court, Southern District of New York
(Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

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

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
various appeals has limited Mr. Picard's ability to distribute
recovered funds.


BHFS I LLC: Frisco Square's Plan Unanimously Accepted, Confirmed
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that owners of the Frisco Square master-planned
development in the Dallas suburb of Frisco secured approval of a
reorganization plan on Dec. 20.  All creditors are paid in full,
either immediately or over time, thus allowing ownership to remain
much the same.  The project owes about $48.5 million on matured
mortgages held by Bank of America NA and Regions Bank. In return
for a $16.5 million paydown, the lenders restructured the
mortgages.  All objections to the plan were resolved, allowing the
plan to be approved unanimously by creditors.

                         About BHFS I LLC

Addison, Texas-based BHFS I LLC and its affiliates, owners of the
Frisco Square master-planned development in the Dallas suburb of
Frisco, filed for Chapter 11 protection (Bankr. E.D. Tex. Case No.
12-41581 to 12-41585) on June 13 in Sherman.  The affiliates are
Behringer Harvard Frisco Square LP, BHFS II LLC, BHFS III LLC,
BHFS IV LLC, and BHFS Theater LLC.  BHFS I and BHFS II each
estimated assets and debts of $10 million to $50 million.  In its
schedules, BHFS I LLC disclosed $28,947,198 in total assets and
$13,742,348 in total liabilities.

The Debtors own and operate substantial office, retail, and
residential rental space at the highly regarded project known as
"Frisco Square," in Frisco, Texas.  The project has 103,120 square
feet of rentable office space in three buildings, 110,395 square
feet of retail space in six buildings, including a 12-screen,
41,464 square-foot Cinemark theater, and 114 high-end multifamily
rental units in two buildings, all built between 2000 and 2010.
Occupancy rates are more than 85% for the office and retail space
and almost 95% for multifamily space.

Judge Brenda T. Rhoades presides over the case.  Davor Rukavina,
Esq., and Jonathan Lindley Howell, Esq., at Munsch Hardt Kopf &
Harr, P.C., serve as the Debtors' counsel.  The petition was
signed by Michael J. O'Hanlon, president.

George H. Barber, Esq., and David D. Ritter, Esq., at Kane Russell
Coleman & Logan PC, represent Regions Bank.

Bank of America, N.A., is represented by Keith M. Aurzada, Esq.,
and John Leininger at Bryan Cave.


BIG M INC: Mandee, Anne Sez Owner Files for Chapter 11
------------------------------------------------------
Totowa, New Jersey-based Big M, Inc., owner of Mandee, Annie sez,
and Afazxe Stores, filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-10233) on Jan. 6, 2013 with Salus Capital Partners, LLC,
funding the Chapter 11 effort.

Big M was established after World War II by brothers Leon, Max,
and Bernard Mandelbaum upon their return from the war, with their
first store opening in Brooklyn, New York.  At present Big M
remains a private, family-owned business, operating primarily
through the two exclusive brands that it developed, Mandee and
Annie sez, as well as Afaze. Big M currently operates 129 store
locations in eight states, consisting of 84 Mandee stores, 35
Annie sez stores, and 10 Afaze stores.  Mandee, Annie sez, and
Afaze stores maintain separate merchandising and buying operations
under the Debtor's overall management, supervision, and direction.

The Mandee brand is a juniors fashion retailer with 84 stores in
Illinois and along the East Coast. Annie sez is a discount
department-store retailer for women with 35 stores. Afaze is 10-
store jewelry and accessory chain.

Mandee stores are located in Connecticut, Delaware, Florida,
Illinois, New Jersey, New York, and Pennsylvania.  Annie sez has
stores located in Connecticut, Florida, Michigan, New Jersey, New
York, and Pennsylvania, and conducts business through its online
retail site at http://www.AnnieSez.com/. Stores operating under
the trade name Afaze are in the states of New York, New Jersey,
and Pennsylvania.

The Debtor currently employs approximately 1,200 employees,
consisting of 490 full-time employees, 710 part-time employees,
and an additional 600 employees hired periodically during the
busiest periods of the year.

The Debtor's anticipated gross revenue for the year ending January
26, 2013 is approximately $192 million.

Secured Lender Salus Capital Partners, LLC, is owed $3.2 million
in original principal under a term loan that matures in April
2014.  The Debtor also had aggregate unsecured debts totaling $15
million.

                        Road to Bankruptcy

"For most of its operating history, the Debtor operated
profitably.  However, in recent years, general economic factors
have hampered the Debtor's business, squeezing the Debtor's profit
margins, eroding its  business, and ultimately resulting in
unprofitable operations.  Like other retailers, the Debtor has
been victimized by an economy that has drastically reduced its
customers' disposable incomes and clothing spending.  The revenue
impact of this new economic reality was exacerbated by pressures
on the Debtor's expense flank.  Credit has tightened, making it
more and more difficult for the Debtor to finance and expand its
inventory," says Glenn R. Langberg, the CRO, in a court filing.

In 2012, GRL Capital Advisors helped the Debtor craft an-out-of-
court restructuring plan, which helped the Debtor implement and
carry out various critical cost-cutting and income producing
measures.  The restructuring included closing of 27
underperforming stores.  As a result of these efforts, by
September 2012, Big M was tracking at a positive  $1.9 million
EBITDA versus the negative EBITDA of $8.9 million the year prior,
and the Debtor was projecting improved sales during the holiday
season as well as 2013.

Despite the successful path towards profitability, the Debtor's
business was severely impacted by Superstorm Sandy and its after
effects, Mr. Langberg explains.  "Indeed, the Superstorm resulted
in the closure of practically all of the Debtor's store locations
in the Tri-State area.  The majority of those impacted stores, in
addition to the company's office and distribution center, were
unable to open and/or fully operate for over a week.  Three of the
impacted stores were closed for approximately one month, and to
this day, only operate on a limited basis."

With that backdrop and without new money coming in from sales,
which could have enabled the Debtor to meet its financial
obligations, the Debtor's business declined and has not since
recovered

While the Debtor has made progress, it was not enough to erase the
damage caused by the Superstorm and by insurance carrier Westport
Insurance Company's failure to cooperate and provide the Debtor
with the necessary funds that the Debtor is entitled to under its
policies.  As a result, the Debtor has been unable to satisfy its
debt service and pay vendors, landlords, and other parties
critical to the operation and viability of its business, which
ultimately caused suppliers to restrict credit lines and reduce
shipments of vital holiday merchandise.

                         First Day Motions

Through this bankruptcy proceeding, the Debtor intends to continue
the restructuring process that it began in late 2011.
Additionally, with the assistance of PriceWaterhouseCoopers and
other advisors, the Debtor intends to consider all strategic
options to maximize the value of its business and properties for
the benefit of its estate and creditors.

To reach that goal, the Debtor requires certain post-petition
debtor-in-possession financing.  The Debtor is seeking approval to
enter into a term sheet with its pre-petition lender, Salus for a
$13.2 million DIP Financing facility.  The funds will be used to
fund this Chapter 11 case and maximize the value of the Debtor's
businesses and properties.  The DIP financing consists of
$10,000,000 senior secured, superpriority revolving credit
facility and a $3,200,000 senior secured, superpriority term loan.

The Debtor is filing -- or has filed -- a number of "first day
motions", including requests to:

  -- pay prepetition wages and benefits of employees;

  -- continue using its existing cash management system and bank
     accounts;

  -- pay prepetition sales and use taxes estimated to total
     $567,000.

  -- maintain its existing customer programs, including payment of
     $1,335,000 of gift cards outstanding;

  -- prohibit utilities form discontinuing service;

  -- pay claims of certain critical vendors;

  -- obtain postpetition financing on a senior secured and
     superpriority basis and use cash collateral;

  -- pay certain prepetition customs duties, brokers fees, and
     shipping and warehousing charges.

The Debtor intends to pay $2 million on an interim basis and up to
a maximum amount of $4 million to critical vendors on a final
basis.

The critical vendors total 21 entities and the prepetition trade
amount to these vendors represent just 25% of the total
prepetition trade obligations.  The Debtor estimates that it owes
critical vendors $382,000 for goods received by the 20 days of the
Petition Date.

The Debtor has also filed a motion to extend for an additional 30
days through and including Feb. 19, 2013, its deadline to file
schedules of assets and liabilities.


BIG SANDY: U.S. Trustee Unable to Form Creditors Committee
----------------------------------------------------------
Richard A. Wieland, United States Trustee for Region 19, has
informed the U.S. Bankruptcy Court for the District of Colorado,
that there were too few unsecured creditors who are willing to
serve on an official committee of unsecured creditors in the
Chapter 11 case of Big Sandy Holding Company.

                      About Big Sandy Holding

Founded in 1991, Big Sandy Holding Company is a Colorado
corporation registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended.  Big Sandy is the direct
corporate parent of Mile High Banks, a Colorado state chartered
Bank.

Big Sandy filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 12-30138) on Sept. 27, 2012, to recapitalize the Bank.

Bankruptcy Judge Michael E. Romero presides over the case.
Michael J. Pankow, Esq., and Joshua M. Hantman, Esq., at
Brownstein Hyatt Farber Schreck, LLP, serve as the Debtor's
counsel.

In its petition, Big Sandy estimated $10 million to $50 million in
assets and debts.  The petition was signed by Dan Allen,
chairman/CEO/president.

Big Sandy has a deal to sell substantially all of its assets --
essentially 100% of the issued and outstanding capital stock of
Mile High Banks -- Strategic Growth Bancorp Inc., subject to
higher and better offers.  Strategic is prepared to proceed with a
transaction which would recapitalize the Bank in accordance with
regulatory requirements -- by up to $90 million -- and acquire the
Bank from the Debtor for $5.5 million.


BILLMYPARENTS INC: Incurs $25.7 Million Net Loss in Fiscal 2012
---------------------------------------------------------------
BillMyParents, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
and comprehensive net loss of $25.71 million on $1 million of
revenue for the year ended Sept. 30, 2012, compared with a net
loss and comprehensive net loss of $14.21 million on $104,030 of
revenue during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $5.78
million in total assets, $20.77 million in total liabilities, all
current, $789,569 in redeemable common stock, $8.36 million in
redeemable Series B convertible preferred stock, and a $24.15
million total stockholders' deficiency.

BDO USA, LLP, in La Jolla, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred net losses since inception and has an
accumulated deficit at Sept. 30, 2012.

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

                         http://is.gd/lBv3ir

                 Restatement of Quarterly Reports

BillMyParents has amended its quarterly report for the quarters
ended Dec. 31, 2011, March 31, 2012, and June 30, 2012, to restate
its consolidated financial statements and related disclosures for
those quarters.

On Dec. 13, 2012, the Company's Board of Directors, after
consultation with and upon recommendation from management of the
Company, concluded that its unaudited financial statements for the
said periods cannot be relied upon due to an error related to the
classification of the Company's outstanding unregistered Series B
Preferred Stock, Common Stock and warrants to purchase the
Company's common stock as permanent stockholders' equity rather
than temporary or mezzanine stockholders' equity.  The
Registration Rights Agreement for the unregistered preferred
stock, unregistered common stock and warrants provides for certain
registration rights which do not include adequate penalties if the
Company fails to register these securities by a fixed date.
Consequently, the presumption is that the preferred stock, common
stock and related warrants subject to the registration rights may
be settled in cash.  Based on the presumption of potential cash
settlement, the preferred stock and common stock is classified
outside of equity as temporary equity until the registration is
effective and the warrants are classified as a liability.  As a
result, the unregistered common stock and the unregistered
preferred stock have been reclassified from permanent
stockholders' equity into temporary stockholders' equity.  Changes
in the fair market value of the warrants during the period are not
material.

The amendments had no effects to the net losses and comprehensive
net losses for the said periods.

The Company's amended balance sheet at June 30, 2012, showed $7.83
million in total assets, $12.08 million in total liabilities, all
current, $789,569 in redeemable common stock, $8.06 million in
redeemable series B convertible preferred stock, and a $13.10
million total stockholders' deficiency.  The Company previously
reported $7.83 million in total assets, $1.47 million in total
liabilities, all current, and $6.36 million in total stockholders'
equity as of June 30, 2012.

Copies of the amended Quarterly Reports are available at:

                         http://is.gd/dAULXb
                         http://is.gd/B2FCNJ
                         http://is.gd/OcVZan

                         About BillMyParents

San Diego, Calif.-based BillMyParents, Inc., markets prepaid cards
with special features aimed at young people and their parents.
BMP is designed to enable parents and young people to collaborate
toward the goal of responsible spending.


BILLMYPARENTS INC: Amends Interim Reports to Correct Error
----------------------------------------------------------
The Board of Directors of BillMyParents, Inc., in conjunction with
discussions held with the Company's independent auditors, amended
and restated the interim financial statements for the periods
ended Dec. 31, 2011, March 31, 2012 and June 30, 2012, due to the
fact that these interim financial statements can no longer be
relied upon.  The reason for the restatement is due to the
classification of the Company's outstanding unregistered Series B
Preferred Stock, Common Stock and warrants to purchase the
Company's common stock as permanent stockholders' equity rather
than temporary or mezzanine stockholders' equity.

The Registration Rights Agreement for the unregistered preferred
stock, unregistered common stock and warrants provides for certain
registration rights which do not include adequate penalties if the
Company fails to register these securities by a fixed date.
Consequently, the presumption is that the preferred stock, common
stock and related warrants subject to the registration rights may
potentially be settled in cash.  Based on the presumption of
potential cash settlement, the preferred stock and common stock is
required by GAAP to be classified outside of equity as temporary
equity until the registration is effective and the warrants are
classified as a liability.  As a result, on Dec. 26, 2012, the
Company filed amended quarterly reports for the periods ended
Dec. 31, 2011, March 31, 2012, and June 30, 2012, in order to
reclassify the common stock from permanent stockholders' equity
into temporary stockholders' equity and are non-cash in nature.

                         About BillMyParents

San Diego, Calif.-based BillMyParents, Inc., markets prepaid cards
with special features aimed at young people and their parents.
BMP is designed to enable parents and young people to collaborate
toward the goal of responsible spending.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, BDO USA, LLP,
expressed substantial doubt about the Company's ability to
continue as a going concern.  BDO noted that the Company has
incurred net losses since inception and has an accumulated
deficit, and stockholders' deficiency at Sept. 30, 2011.

The Company reported a net loss of $14.2 million for the fiscal
year ended Sept. 30, 2011, compared with a net loss of
$6.9 million for the fiscal year ended Sept. 30, 2010.

The Company's balance sheet at June 30, 2012, showed $7.83 million
in total assets, $1.47 million in total liabilities, all current,
and $6.36 million in total stockholders' equity.


BIOVEST INT'L: $11.7MM Net Loss in FY2012; Defaults on $27MM Debt
-----------------------------------------------------------------
Biovest International, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $11.75 million on $3.88 million of total revenue for
the fiscal year ended Sept. 30, 2012, compared with a net loss of
$15.28 million on $3.88 million of revenue during the prior year.

Biovest International's balance sheet at Sept. 30, 2012, showed
$4.73 million in total assets, $44.85 million in total liabilities
and a $40.11 million total stockholders' deficit.

Cherry, Bekaert, & Holland L.L.P., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.

"[T]he Company incurred cumulative net losses since inception of
approximately $173 million and cash used in operating activities
of approximately $8.1 million during the two years ended September
30, 2012, and had a working capital deficiency of approximately
$40.6 million at September 30, 2012.  On November 17, 2012,
approximately $27.7 million of the Company's debt matured and
accordingly the Company is currently in default of these debt
instruments, as well as approximately $4.5 million of debt
instruments with cross-default provisions.  These factors, among
others . . . raise substantial doubt about the Company's ability
to continue as a going concern," the regulatory filing says.

                         Bankruptcy Warning

"If, as or when required, the Company is unable to repay,
refinance or restructure its indebtedness under the Company's
secured or unsecured debt instruments, or amend the covenants
contained therein, the lenders and/or holders under such secured
or unsecured debt instruments could elect to terminate their
commitments thereunder cease making further loans and institute
foreclosure proceedings or other actions against the Company's
assets.  Under such circumstances, the Company could be forced
into bankruptcy or liquidation.  In addition, any event of default
or declaration of acceleration under one of the Company's debt
instruments could also result in an event of default under one or
more of the Company's other debt instruments.  The Company may
have to seek protection under the U.S. Bankruptcy Code from the
Matured Obligations.  This would have a material adverse impact on
the Company's liquidity, financial position and results of
operations."

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

                        http://is.gd/42fRhb

                     About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an
emerging leader in the field of active personalized
immunotherapies.  In collaboration with the National Cancer
Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxID(R), with three clinical trials completed,
including a Phase III study, demonstrating evidence of safety and
efficacy for the treatment of indolent follicular non-Hodgkin's
lymphoma.

Headquartered in Tampa, Florida, with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB(TM) Market with the stock-ticker symbol
"BVTI", and is a majority-owned subsidiary of Accentia
Biopharmaceuticals, Inc. (OTCQB: "ABPI").

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 08-17796) on
Nov. 10, 2008.  Biovest emerged from Chapter 11 protection, and
its reorganization plan became effective, on Nov. 17, 2010.


BLUEGREEN CORP: Files Schedule 13E-3 with SEC
---------------------------------------------
A Schedule 13E-3 was jointly filed with the U.S. Securities and
Exchange Commision by:

   (a) Bluegreen Corporation;

   (b) BFC Financial Corporation;

   (c) Woodbridge Holdings, LLC, a wholly owned subsidiary of BFC;

   (d) BXG Florida Corporation, a wholly owned subsidiary of
       Woodbridge ("Merger Sub");

   (e) BBX Capital Corporation;

   (f) Alan B. Levan; and

   (g) John E. Abdo.

On Nov. 14, 2012, Bluegreen entered into an Agreement and Plan of
Merger with BFC, Woodbridge and Merger Sub.  Pursuant to the
Merger Agreement, Woodbridge will acquire Bluegreen through the
merger of Merger Sub with and into Bluegreen, with Bluegreen
continuing as the surviving corporation of the Merger and a wholly
owned subsidiary of Woodbridge.

If the merger is completed, each share of Bluegreen's common
stock, par value $0.01 per share, will be cancelled and converted
automatically into the right to receive $10.00 in cash, without
interest and less any applicable withholding taxes.

No consideration will be paid in the Merger in exchange for shares
of Bluegreen common stock owned by BFC, Woodbridge or Merger Sub.
Under the Merger Agreement, each option to acquire shares of
Bluegreen common stock that is outstanding at the effective time
of the Merger, whether vested or unvested, will be canceled in
exchange for the holder's right to receive the excess, if any, of
the $10.00 Per Share Merger Consideration over the exercise price
per share of the option, without interest and less any applicable
withholding taxes.  No consideration will be paid in respect of
any stock options with exercise prices equal to or greater than
$10.00.

In addition, under the Merger Agreement, each Bluegreen restricted
stock award outstanding at the effective time of the Merger,
whether vested or unvested, will convert into the right to
receive, with respect to each share of Bluegreen common stock then
subject to the award, the $10.00 Per Share Merger Consideration,
without interest and less any applicable withholding taxes.

BBX Capital has entered into a letter agreement with BFC, subject
to the parties executing definitive documentation, to invest
$71.75 million in Woodbridge at the effective time of the merger
in exchange for a 46% equity interest in Woodbridge, with the
proceeds from the investment to be utilized to pay a portion of
the aggregate merger consideration.

BFC, through Woodbridge, currently owns approximately 54% of the
outstanding shares of Bluegreen common stock.  BFC also directly
owns shares of BBX Capital's Class A Common Stock and Class B
Common Stock representing approximately 75% of the total voting
power of that stock and 53% of the total outstanding shares of
such stock.  BFC may be deemed to be controlled by its Chairman,
Chief Executive Officer and President, Alan B. Levan, and its Vice
Chairman, John E. Abdo, who collectively hold shares of BFC's
Class A Common Stock and Class B Common Stock representing
approximately 72% of the total voting power of such stock.
Messrs. Levan and Abdo also serve as non-executive Chairman and
Vice Chairman, respectively, of Bluegreen.  In addition, Mr. Levan
is Chairman and Chief Executive Officer of BBX Capital, and Mr.
Abdo is Vice Chairman of BBX Capital.

Concurrently with the filing of the Schedule 13E-3, Bluegreen
filed with the SEC a preliminary proxy statement on Schedule 14A
pursuant to Section 14(a) of the Securities Exchange Act of 1934,
as amended, relating to a special meeting of the shareholders of
Bluegreen.  At the special meeting, the shareholders of Bluegreen
will consider and vote upon a proposal to approve the Merger
Agreement.  The approval of the Merger Agreement requires the
affirmative vote of the holders of at least 66-2/3% of the
outstanding shares of Bluegreen's common stock.  The Merger is
also subject to a number of other closing conditions, including
Woodbridge obtaining the financing necessary to consummate the
Merger.

A copy of the filing is available for free at http://is.gd/1eNPGi

                       About Bluegreen Corp.

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

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

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

                           *     *     *

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


BLUEGREEN CORP: Renews Timeshare Purchase Facility with BB&T
------------------------------------------------------------
Bluegreen Corporation amended and renewed its timeshare
receivables purchase facility with Branch Banking and Trust
Company.

The BB&T Purchase Facility provides for the financing of the
Company's timeshare receivables at an advance rate of 67.5%
through the revolving advance period ending Dec. 17, 2013, subject
to the terms of the facility, eligible collateral and customary
terms and conditions.  The BB&T Purchase Facility allows for
maximum outstanding borrowings of $40 million and matures 36
months after the revolving advance period has expired, or earlier
as provided under the facility.  The interest rate on the BB&T
Purchase Facility prior to the commencement of the Term-Out Period
will be the LIBOR rate plus 3.5%, but will increase to the LIBOR
rate plus 5.5% during the Term-Out Period.  The LIBOR rate is
subject to a floor of 0.75%.

Additionally, subject to the terms of the facility, Bluegreen will
receive the excess cash flows generated by the receivables sold
until the commencement of the Term-Out Period, at which point all
of the excess cash flow will be paid to BB&T until the outstanding
balance is reduced to zero.

The BB&T Purchase Facility is nonrecourse and is not guaranteed by
Bluegreen.

As of Dec. 24, 2012, the availability under the BB&T Purchase
Facility was $40 million.

Copies of the Amendments are available for free at:

                        http://is.gd/bpPR6F
                        http://is.gd/xQV3FE

                       About Bluegreen Corp.

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

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

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

                           *     *     *

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


BONDS.COM GROUP: Stockholders Elect 9 Directors to Board
--------------------------------------------------------
Bonds.com Group, Inc., held its 2012 annual meeting of
stockholders on Dec. 20, 2012, at which the stockholders:

   (1) elected Edwin L. Knetzger, III, Michel Daher, Thomas Thees,
       George O'Krepkie, Henri J. Chaoul, Ph.D., Mark Daher,
       Michael Gooch, Patricia Kemp and H. Eugene Lockhart as
       directors of the Company to serve until the 2013 Annual
       Meeting of Stockholders;

   (2) approved the amendment and restatement of the Company's
       Certificate of Incorporation to (i) effect a 1 for 400
       reverse stock split, and (ii) restate the original
       certificate of incorporation and numerous previous
       amendments in a single certificate; and

   (3) approved the amendment of the Company's amended and
       restated Certificate of Incorporation to reduce the number
       of authorized shares of the Company's Common Stock.

The stockholders authorized the adjournment, postponement or
continuation of the meeting if necessary to permit further
solicitation of proxies if there were insufficient votes to
approve the foregoing proposals (though no such adjournment,
postponement or continuation was necessary or took place).

                        About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

The Company reported a net loss of $14.45 million in 2011,
compared with a net loss of $12.51 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$9.45 million in total assets, $11.12 million in total liabilities
and a $1.67 million total stockholders' deficit.

Daszkal Bolton LLP, in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2011, citing recurring losses and
negative cash flows from operations that raise substantial doubt
about the Company's ability to continue as a going concern.


BOOMERANG SYSTEMS: Delays Form 10-K for Fiscal 2012 for Audit
-------------------------------------------------------------
Boomerang Systems, Inc., was unable to file its annual report on
Form 10-K for the fiscal year ended Sept. 30, 2012, within the
prescribed period because of a delay in completing the audit for
this period as a result of management requiring additional time to
compile and verify the data required to be included in the report.
The Company expects to file within the extension period.

                       About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

The Company reported a net loss of $19.10 million for 2011 and a
net loss of $15.78 million during the prior year.

The Company's balance sheet at June 30, 2012, showed $7.77 million
in total assets, $20.58 million in total liabilities and a $12.81
million total stockholders' deficit.

                         Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31 2011, the Company said
its operations may not generate sufficient cash to enable it to
service its debt.  If the Company were to fail to make any
required payment under the notes and agreements governing its
indebtedness or fail to comply with the covenants contained in the
notes and agreements, the Company would be in default.  The
Company's debt holders would have the ability to require that the
Company immediately pay all outstanding indebtedness.  If the debt
holders were to require immediate payment, the Company might not
have sufficient assets to satisfy its obligations under the notes
or the Company's other indebtedness.  In that event, the Company
could be forced to seek protection under bankruptcy laws, which
could have a material adverse effect on its existing contracts and
its ability to procure new contracts as well as its ability to
recruit or retain employees.  Accordingly, a default could have a
significant adverse effect on the market value and marketability
of the Company's common stock.


BOWLES SUB PARCEL A: Plan Slated for Feb. 13 Confirmation
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
approved the disclosure statement filed by Bowles Sub Parcel A,
LLC, on Sept. 28, 2012, explaining the Debtor's Chapter 11 Plan
dated July 31, 2012.

The hearing on confirmation of the Plan is will be held on
Feb. 13, 2013, at 1:30 p.m.

An objection to confirmation of the plan will be made by motion
under Local Rule 3020-1.  Seven days prior to the hearing is the
last day to timely deliver an objection, and ten days prior to the
hearing is the last day to timely mail an objection.  The
objection must be filed not later than one day after service.

Five days prior to the hearing is fixed as the last day to timely
file the ballots to accept or reject the plan.  The attorneys for
the proponent and the unsecured creditors committee will jointly
count the ballots and file a report of the tabulation not later
than 24 hours before the hearing under Local Rule 3020-2.

As reported in the TCR on Oct. 11, 2012, the Joint Chapter 11 Plan
filed by Bowles Sub Parcel A, LLC, and Fenton Sub Parcel A, LLC,
anticipates that all property of the estate will be vested in the
Reorganized Debtors.  Wells Fargo Bank, N.A., a trustee for
holders of $8.86 million in mortgage debt, will be paid in full
from the income generated by the operation of the "Pool A
Properties" or from the proceeds of the sale of the properties.
Steven B. Hoyt's loan to the properties will be treated as an
unsecured claim.  Holders of unsecured claims totaling $814,000
will receive up to 100% of their claims, with interest, from
distributions from excess cash generated by postpetition
operations and from the sale(s) or refinancing and operations
after the Lender is paid in full.  The owners will retain their
equity interests.

A copy of the Disclosure Statement is available for free at:

     http://bankrupt.com/misc/Bowles_Sub_DS_092812.pdf

                 About StoneArch II/WCSE Entities

StoneArch II/WCSE Minneapolis Industrial LLC in 2007 acquired
various limited liability companies, which in turn owned 27
industrial multi-tenant properties located in Minneapolis/St. Paul
in Minnesota.  The properties were divided into four separate
pools: A, B, C, and D.

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC, which jointly
own the properties in pool D, sought Chapter 11 protection (Bankr.
D. Minn. Case Nos. 11-44430 and 11-44434) on June 29, 2011.  A
Chapter 11 plan has been filed for the pool D debtors.  The plan,
if approved, would allow the existing owners to maintain operation
of the properties.

Bowles Sub Parcel A, LLC, and five other entities, which jointly
own parcels A, B and C, filed for Chapter 11 protection (Bankr. D.
Minn. Case Nos. 12-42765, 12-42768, 12-42769, 12-42770, 12-42772,
and 12-42774) on May 8, 2012.  Each of the May 8 Debtors estimated
$10 million to $50 million in assets.  Bowles Sub A disclosed
$11,442,268 in assets and $9,716,342 in liabilities as of the
Chapter 11 filing.

The other May 8 debtors are Fenton Sub Parcel A, LLC, Bowles Sub
Parcel B, LLC, Fenton Sub Parcel B, LLC, Bowles Sub Parcel C, LLC,
and Fenton Sub Parcel C, LLC.

Judge Nancy C. Dreher oversees the May 8 Debtors' cases, taking
over from Judge Gregory F. Kishel.

The May 8 Debtors tapped Lapp Libra Thomson Stoebner & Pusch as
counsel.  Steven B. Hoyt, as chief manager, signed the Chapter 11
petitions.


BUENA YUMA: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Buena Yuma, LLC, filed with the U.S. Bankruptcy Court for the
District of Arizona its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,020,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,915,614
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $68,817,104
                                 -----------      -----------
        TOTAL                    $1,020,000       $72,732,718

A copy of the Debtor's schedules is available for free at:

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

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


BWAY PARENT: S&P Affirms 'B' Corporate Rating, Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on Atlanta-based BWAY Parent Co. Inc., and
all rated subsidiaries (collectively, BWAY).  The outlook is
stable.

"At the same time we affirmed our 'B' issue-level rating and '3'
recovery rating on the company's upsized $731 million term loan B.
The '3' recovery rating indicates our expectation of meaningful
(50%-70%) recovery in the event of payment default," S&P said.

"We also affirmed the 'CCC+' issue-level ratings and '6' recovery
ratings on the $205 million in unsecured notes of BWAY Holding Co.
and $335 million in notes of BWAY Parent Co. Inc.  The '6'
recovery rating indicates our expectation of negligible (0%-10%)
recovery in the event of payment default," S&P added.

The company is also increasing the size of its unrated ABL
facility to $200 million from $150 million as part of this
transaction.

"The ratings on BWAY reflect our expectation of highly leveraged
financial measures, the company's very aggressive financial
policies, exposure to volatile resin costs, and key industry
risks, such as weak demand in the housing and industrial end
markets," said credit analyst Henry Fukuchi.

The outlook is stable.  "We believe BWAY's steady profitability
and ability to generate free cash flow should support a gradually
improving financial profile consistent with the ratings.  We could
lower the ratings if operating performance deteriorates modestly
from current levels and the company's FFO-to-total adjusted debt
drops below 10% on an annualized basis with no clear prospects of
recovery.  Such a scenario could result from continued increases
in resin costs or weaker demand trends in key end markets.  In
such a
scenario, EBITDA margins could decrease by 100 basis points or
revenue could decline by about 5% or more from expectations.  A
downgrade is also possible if leverage increases for other
reasons, including shareholder distributions or debt-funded
acquisition activity," S&P said.

"We could consider a modest upgrade if the company can improve its
FFO-to-total adjusted debt ratio to more than 15% consistently and
approach future growth spending and shareholder distributions in a
credit-supportive manner.  This could happen if EBITDA margins
increase about 200 basis points from current levels with at least
10% volume growth.  The company could achieve such a scenario if
it benefits from efficiency initiatives, pricing gains, and easing
raw material cost pressures, along with a cyclical recovery in the
housing market," S&P added.


CAESARS ENTERTAINMENT: Lynn Swann Appointed to Audit Committee
--------------------------------------------------------------
The Board of Directors of Caesars Entertainment Corporation
appointed Lynn C. Swann to serve as a member of the Company's
Audit Committee.

Mr. Swann became a member of the Company's Board in April 2008 and
is currently serving as a member of the Company's Human Resources
Committee, 162m Plan Committee and the Nominating and Corporate
Governance Committee.

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company reported a net loss of $666.70 million in 2011, and a
net loss of $823.30 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $28.34
billion in total assets, $28.22 billion in total liabilities and
$114.7 million in total Caesars stockholders' equity.

                           *     *     *

As reported by the TCR on March 28, 2012, Moody's Investors
Service upgraded Caesars Entertainment Corp's Corporate Family
Rating (CFR) and Probability of Default Rating both to Caa1 from
Caa2.  The upgrade of Caesars' ratings reflects very good
liquidity, an improving operating outlook for gaming in a number
of the company's largest markets that is expected to drive
earnings growth, the completion of a bank amendment that resulted
in the extension of debt maturities to 2018 from 2015, and the
public listing of the company's equity that increases financial
flexibility by providing it with another potential source of
capital.  The upgrade of the SGL rating reflects minimal debt
maturities over the next few years, significant cash balances
(approximately $900 million at December 31, 2011) and revolver
availability that will be more than sufficient to fund the
company's cash interest and capital spending needs.

In the Aug. 17, 2012, edition of the TCR, Standard & Poor's
Ratings Services revised its rating outlook on Las Vegas-based
Caesars Entertainment Corp. and wholly owned subsidiary Caesars
Entertainment Operating Co. Inc. to negative from stable.  "We
affirmed all other ratings on the companies, including our 'B-'
corporate credit rating," S&P said.

As reported by the TCR on Aug. 17, 2012, Fitch Ratings affirmed
CEC's long-term issuer default rating at 'CCC'.


CALYPTE BIOMEDICAL: Incurs $261,000 Net Loss in Third Quarter
-------------------------------------------------------------
Calypte Biomedical Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $261,000 on $33,000 of product sales for the three
months ended Sept. 30, 2012, compared with a net loss of $242,000
on $107,000 of product sales for the same period a year ago.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $788,000 on $167,000 of product sales, compared with a
net loss of $437,000 on $505,000 of product sales for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $1.81
million in total assets, $6.79 million in total liabilities and a
$4.98 million total stockholders' deficit.

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

                        http://is.gd/N482qx

                     About Calypte Biomedical

Portland, Oregon-based Calypte Biomedical Corporation develops,
manufactures, and distributes in vitro diagnostic tests, primarily
for the diagnosis of Human Immunodeficiency Virus ("HIV")
infection.

Following the Company's 2011 results, OUM & Co. LLP, in San
Francisco, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring operating
losses and negative cash flows from operations, and management
believes that the Company's cash resources will not be sufficient
to sustain its operations through 2012 without additional
financing.

The Company reported a net loss of $693,000 in 2011, compared with
net income of $8.84 million in 2010.

                         Bankruptcy Warning

The Company said in the 2011 annual report that, in July 2010 the
Company entered into a series of agreements providing for (i) the
restructuring of the Company's outstanding indebtedness to Marr
and SF Capital and (ii) the transfer of the Company's interests in
the two Chinese joint ventures, Beijing Marr and Beijing Calypte,
to Kangplus.  Under the Debt Agreement, $6,393,353 in outstanding
indebtedness was agreed to be converted to 152,341,741 shares of
the Company's common stock, and the Company's remaining
indebtedness to Marr, totaling $3,000,000 was cancelled.  In
consideration for that debt restructuring, the Company transferred
its equity interests in Beijing Marr to Kangplus pursuant to the
Equity Transfer Agreement and transferred certain related
technology to Beijing Marr.  The Company has also agreed to
transfer its equity interests in Beijing Calypte to Marr
or a designate of its choosing.  The transactions contemplated by
the Debt Agreement and the Equity Transfer Agreement are subject
to Chinese government registration of the transfer of the equity
interests.  This registration has now been approved, and the
Shares were issued in March 2012.  Under the debt agreement with
SF Capital, $2,008,259 in outstanding indebtedness was converted
to 47,815,698 shares of the Company's common stock.

Notwithstanding this debt restructuring, the Company's significant
working capital deficit and limited cash resources place a high
degree of doubt on its ability to continue its operations.  In
light of the Company's existing operations and financial
challenges, the Company is exploring strategic and financing
options.  Failure to obtain additional financing will likely cause
the Company to seek bankruptcy protection.


CAPABILITY RANCH: U.S. Trustee Unable to Form Creditors Panel
-------------------------------------------------------------
August B. Landis, Acting United States Trustee for Region 17, has
informed the U.S. Bankruptcy Court for the District of Nevada that
he was unable to form an official committee of unsecured creditors
in the Chapter 11 case of Cabability Ranch, LLC.  The Acting
United States Trustee said that he has solicited the eligible
creditors listed by the Debtor, but there was an insufficient
response to the solicitation to form a committee.

                      About Capability Ranch

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

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


CAPITOL BANCORP: Plans to Divest Sunrise Bank of Albuquerque
------------------------------------------------------------
Capitol Bancorp Limited has entered into a letter of intent with
investors for the sale and subsequent recapitalization of Sunrise
Bank of Albuquerque.

Capitol's Chairman and CEO Joseph D. Reid said, "As Capitol
continues to address challenges within its affiliate network, this
transition serves as a strategic opportunity to deleverage our
consolidated balance sheet while enabling Sunrise Bank of
Albuquerque to partner with a group possessing access to
additional capital resources."

This transaction is subject to regulatory approval and expected to
be completed in 2013.

                       About Capitol Bancorp

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

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

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

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

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.


CAPITOL BANCORP: River Branch Hiring Approval Sought
----------------------------------------------------
Capitol Bancorp filed with the U.S. Bankruptcy Court a motion to
retain River Branch Capital (Contact: Steven P. Kent) as financial
advisor and investment banker for a cash fee of $100,000, payable
upon the filing of the Plan, and a cash fee of $150,000, payable
upon confirmation of the Plan, BankruptcyData reported.

                       About Capitol Bancorp

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

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

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

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

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

The Debtor's plan would exchange debt and trust-preferred
securities for equity.  Holders of $6.8 million in senior notes
would see a full recovery by receipt of new stock.  Holders of
$151.3 million in trust-preferred securities would take equity
worth $50 million, for a one-third recovery.  Holders of $5
million in preferred stock would have a 20% recovery from new
equity, while common stockholders would take stock worth $15
million.


CARY CREEK: Case Summary & 4 Unsecured Creditors
------------------------------------------------
Debtor: Cary Creek Limited Partnership
        3700 Arco Corporate Drive, Suite 350
        Charlotte, NC 28273

Bankruptcy Case No.: 13-00041

Chapter 11 Petition Date: January 3, 2013

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: John A. Northen, Esq.
                  Vicki L. Parrott, Esq.
                  NORTHEN BLUE, LLP
                  P.O. Box 2208
                  Chapel Hill, NC 27515-2208
                  Tel: (919) 968-4441
                  Fax: (919) 942-6603
                  E-mail: jan@nbfirm.com
                          vlp@nbfirm.com

Scheduled Assets: $16,793,100

Scheduled Liabilities: $11,635,340

The petition was signed by Terry Bradshaw, vice president.

Debtor's List of Four Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Smith Moore Leatherwood   Legal services         $59,737
2800 Two Hanover Square
Raleigh, NC 27601

Kimley Horn and           Engineering            $12,691
Associates, Inc.
PO Box 33068
Raleigh, NC 27636

Moore & Van Allen PLLC    Legal services         $2,819
100 N. Tryon Street,
Suite 4700
Charlotte, NC 28202

Lincoln Harris            Zoning plan            $1,806
4201 Congress Street,
Suite 175
Charlotte, NC 28209

Affiliates that earlier sought Chapter 11 protection:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Brier Creek Corporate Center
  Associates Limited Partnership       12-01855   03/09/12
Brier Creek Office #4, LLC             12-01856   03/09/12
Brier Creek Office #6, LLC             12-01857   03/09/12
Service Retail at Brier Creek, LLC     12-01858   03/09/12
Service Retail at Whitehall II
  Limited Partnership                  12-01859   03/09/12
Shopton Ridge 30-C, LLC                12-08160   03/09/12
Whitehall Corporate Center #4, LLC     12-01862   03/09/12
Whitehall Corporate Center #5, LLC     12-01863   03/09/12
Whitehall Corporate Center #6, LLC     12-01864   03/09/12


CASTLEVIEW LLC: Further Fine-Tunes Reorganization Plan
------------------------------------------------------
Castleview, LLC filed with the U.S. Bankruptcy Court for the
District of Colorado a Third Amended Disclosure Statement
explaining the proposed Third Amended Plan of Reorganization dated
Nov. 20, 2012.

According to the Third Amended Disclosure Statement, the Plan
proposes to treat creditors as:

   -- The allowed secured claim of Douglas County Treasurer's
Office ($7,673) will be paid in full on July 1, 2013, with
postpetition interest at the state statutory rate of 12% APR
accruing from the date the taxes would have been due pursuant to
Colorado law.

   -- The secured claim of CV2011, LLC ($3,555,300 plus reasonable
attorneys' fees and costs) will be paid by the Reorganized Debtor
transferring ownership of sufficient amount of the parcel of the
real property securing the claim of the Class 2 creditor and
proportionate share of the SFEs to pay the allowed secured claim
of the Class 2 creditor in full with accrued interest, costs and
fees as provided for in the note and deed of trust.

  -- The Unsecured Creditors's claims ($14,205) will be paid in
full with interest at the current Federal Judgment Interest Rate
60 days following the Effective Date.  Interest will accrue from
the Petition Date.  The source of the funds to pay allowed
unsecured claims plus interest will be from the Debtor's members.

   -- Equitable Interests in the Debtor will be paid the allowed
amount of their respective equitable interests in the Debtor after
all creditor claims and Chapter 11 administrative expenses are
paid in full.  The members will be paid in kind pursuant to the
provisions of the Debtor's Operating Agreement.

The Debtor's members will fund the payments to creditors under the
Plan.

A copy of the Third Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/CASTLEVIEW_LLC_ds_3amended.pdf

                       About Castleview

Castleview, LLC, filed a Chapter 11 petition (Bankr. D. Colo. Case
No. 12-23954) on July 2, 2012, with a plan that intends to pay
creditors in full.  The Debtor disclosed $14.53 million in assets
and $3.21 million in liabilities in its schedules.  The Debtor
owns a 252-acre residential development site located in
Southeastern Castle Rock, Colorado, which property includes 245
residential lots.  The property is worth $10.2 million and secures
a $3.21 million debt. The Debtor is also entitled to bond proceeds
from the Castleview Metropolitan District appraised at $6,248,724.

The Debtor has tapped Weinman & Associates, P.C, as bankruptcy
counsel, and Allen & Vellone, P.C as special counsel.

The U.S. Trustee was unable to form an official committee of
unsecured creditors because an insufficient number of persons
holding unsecured claims against the Debtor have expressed
interest in serving on a committee.  The U.S. Trustee reserves the
right to appoint such a committee if interest developed among
the creditors.


CELL THERAPEUTICS: Derivative Suit Pact Preliminarily Approved
--------------------------------------------------------------
A stipulation of settlement entered into as of Nov. 6, 2012,
between Joseph Shackleton, Terry Marbury, Paul Cyrek, Brandon
Bohland, and Lawrence J. Alexander plaintiffs, as plaintiffs, Cell
Therapeutics, Inc., and certain of its current directors, as
defendants, was preliminarily approved by the U.S. District Court
for the Western District of Washington.

The Stipulation relates to the previously-disclosed consolidated
shareholder derivative action litigation, In re Cell Therapeutics,
Inc. Derivative Litigation, Case No. C10-564 MJP, pending in the
U.S. District Court for the Western District of Washington.  The
derivative complaints allege that Defendants breached their
fiduciary duties to the Company by making or failing to prevent
the issuance of certain alleged false and misleading statements
related to the U.S. Food and Drug Administration's approval
process for PixuvriTM (pixantrone dimaleate).

If the settlement becomes final, among other things, (i) the
claims against the Defendants will be dismissed with prejudice and
released, by which the plaintiffs, the Company and its
predecessors, successors, subsidiaries, affiliates, divisions and
assigns and each of the Company's shareholders will be forever
barred from asserting against the Defendants any claims alleged by
the derivative plaintiffs or arising from the settlement other
than rights to enforce the terms of the settlement and judgement,
and (ii) a payment by the Company of up to $1.3 million in
attorneys' fees and $75,000 in expenses to plaintiffs' counsel as
determined by the court, which the Company expects to be funded
entirely by its insurance carriers.

Under the terms of the Stipulation, the Company would also be
obligated to implement certain corporate governance measures, to
be adopted by the Company's Board of Directors within 90 days
after the effective date of the settlement, and maintain those
measures for a minimum of four years from that effective date.
The measures include the adoption of a resolution to hold "say on
pay" shareholder votes every year rather than every three years;
non-extension of the deadlines for certain equity-based incentive
awards for directors past 2017; measures relating to the Company's
oversight of its Code of Business Conduct and Ethics, Corporate
Governance Guidelines and Code of Ethics for Senior Officers;
Insider Trading Policy changes; additional whistleblower
procedures; the continued separation of the Chairman of the Board
from the Chief Executive Officer and other corporate governance
measures as set forth in the Stipulation.

The Defendants have denied and continue to deny each and all of
the claims alleged by the plaintiffs in the Derivative Litigation.
Nonetheless, the Defendants have agreed to the Stipulation to
eliminate the uncertainty, distraction, burden and expense of
further litigation.

The proposed settlement is subject to certain conditions and
approvals, including, among other items, the approval of the
settlement by the Board, including the corporate governance
measures, and final court approval.  Details regarding any
proposed settlement will be communicated to stockholders of the
Company as of Nov. 6, 2012, prior to final court approval.  At
this time, there can be no assurance that the conditions to effect
the settlement will be met or that the settlement of the
Derivative Litigation will receive the required court and other
approvals.

A copy of the Stipulation is available at http://is.gd/Pbjnys

                     Settles with Daniel Eramian

Effective as of Nov. 15, 2012, Daniel G. Eramian separated from
employment with the Company as its Executive Vice President,
Corporate Communications.  The Company agreed on Dec. 27, 2012, to
enter into a Settlement Agreement and Full and Final Release of
Claims with Mr. Eramian.

Under the Settlement Agreement, Mr. Eramian will be entitled to
receive total cash severance payments of approximately $567,238.
Of the total payments, approximately $252,238 will be paid in May
2013, and the balance will be paid in 12 monthly installments
following May 2013.  The Company will also pay the premiums to
continue Mr. Eramian's health coverage and life insurance provided
by the Company for up to 18 months following his termination.  In
addition, the Settlement Agreement provides for accelerated
vesting of certain equity awards granted to Mr. Eramian by the
Company that were otherwise unvested such that he became vested in
33,712 shares of Company common stock, and the Company may either
settle a portion of those shares in cash or reacquire a portion of
those shares to satisfy applicable tax withholding obligations.
Any rights of Mr. Eramian to other equity awards granted by the
Company, to the extent otherwise unvested, terminated.  The
Settlement Agreement also includes a mutual release of claims by
the parties and certain restrictive covenants by Mr. Eramian in
favor of the Company.

                       About Cell Therapeutics

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

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

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

                    Going Concern Doubt Raised

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

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

                        Bankruptcy Warning

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


CENTRAL EUROPEAN: Roust Trading Discloses 19.5% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Roust Trading Ltd. and Roustam Tariko
disclosed that, as of Dec. 28, 2012, they beneficially own
15,920,411 shares of common stock of Central European Distribution
Corporation representing 19.5%  based on 81,761,652 shares of
Common Stock, par value $0.01 per share, outstanding as of
Nov. 14, 2012.

On Dec. 28, 2012, the Company and Roust Trading Ltd. entered into
a binding term sheet.  The Term Sheet modifies, in part, the
amended and restated securities purchase agreement dated July 9,
2012, by and between the Issuer and Roust Trading, and sets forth
the following terms:

   * Roust Trading has agreed to permit the Issuer to use $50
     million of cash that Roust Trading previously invested in the
     Issuer for working capital and corporate purposes.

   * Promptly following the date of the Term Sheet, Roust Trading
     and the Issuer will convert $50 million of the existing $70
     million of New Debt previously issued by the Issuer to an
     affiliate of Roust Trading pursuant to the Securities
     Purchase Agreement into a credit facility in the form of a
     term loan owing from the Issuer to Roust Trading or one of
     its affiliates.  Certain subsidiaries of the Issuer will
     guarantee and grant security in respect of the New Credit
     Facility Debt.

   * Pursuant to the Term Sheet, the Issuer, as borrower, and
     Roust Trading or one of its affiliates or an acceptable
     third-party, as lender, will negotiate a $15 million secured
     revolving credit facility.

   * Roust Trading will provide up to $107 million of new capital
     to the Issuer in lieu of its commitment to backstop the
     purchase of the Issuer's 3.00% convertible notes due 2013
     contained in the Securities Purchase Agreement subject to and
     conditional upon an overall restructuring of the Issuer's
     capital structure that is acceptable to the Issuer and Roust
     Trading.

   * Both the Issuer and Roust Trading agree to release and waive
     all claims and causes of action arising under the Securities
     Purchase Agreement and the amended and restated governance
     agreement dated July 9, 2012, by and among the Issuer and
     Roust Trading.

   * The Securities Purchase Agreement and the Governance
     Agreement will terminate on Jan. 21, 2013.

The Term Sheet also addresses certain matters regarding management
of the Issuer, including the following:

   * The formation of an operational management committee of the
     board of directors of the Issuer to oversee the day-to-day
     business and operations of the Issuer.  All executive
     officers, including the President, Chief Executive Officer
     and Chief Financial Officer will report to the operational
     management committee.  The operational management committee
     will be composed of three directors: Mr. Roustam Tariko, Mr.
     N. Scott Fine and an additional nominee of Roust Trading.

   * The formation of a restructuring committee of the Board
     responsible for all matters related to any restructuring of
     the Issuer's capital, including all financial matters related
     thereto.  The Restructuring Committee will consist of Mr.
     Roustam Tariko and three directors not appointed by Roust
     Trading.

   * The appointment of Grant Winterton as Chief Executive Officer
     of the Issuer, effective as of Jan. 10, 2013.

   * The Issuer will use its best efforts to hold its annual
     general meeting of shareholders as soon as practicable.  The
     directors nominated for election at the annual general
     meeting will include three directors not affiliated with
     Roust Trading, three directors nominated by Roust Trading,
     and two directors, one not affiliated with Roust Trading and
     one affiliated with Roust Trading, only one of which may be
     elected by the Issuer's shareholders.

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

                        http://is.gd/I4qhKJ

                        Dec. 20 Disclosure

In an earlier Schedule 13D filing, Roust disclosed that, as of
Dec. 20, 2012, they beneficially own 15,920,411 shares of common
stock of Central European Distribution Corporation representing
19.5% based on 81,761,652 shares of common stock, par value $0.01
per share, outstanding as of Nov. 14, 2012. A copy of the amended
filing is available for free at http://is.gd/n9Jkcc

                            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

The Company's Convertible Senior Notes are due on March 15, 2013.
The Company has said in regulatory filings its 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 a 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 coming due in 2012
would 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, the Company has said, raised substantial doubt
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.


CEREPLAST INC: Shareholders Elect Five Directors to Board
---------------------------------------------------------
Cereplast, Inc., held its annual meeting of shareholders on
Dec. 21, 2012.  A total of 17,874,416 shares of common stock,
representing 56.18 % of the shares outstanding and eligible to
vote and constituting a quorum, were represented in person or by
valid proxies at the Annual Meeting.

All of the five nominees for director were elected to serve until
the 2013 Annual Meeting of Shareholders and until their respective
successors have been duly elected and qualified, or until such
director's earlier resignation, removal or death.  The newly
elected directors are Frederic Scheer, Jacques Vincent, Paul
Pelosi, Craig Peus and Franklin Hunt.

The appointment of HJ Associates & Consultants, LLP, as the
Company's independent registered public accounting firm for its
fiscal year ended Dec. 31, 2012, was ratified and approved by the
shareholders.  The issuance of more than 20% of the Company's
issued and outstanding common stock at a price that is less than
the greater of book or market value in accordance with a stock
purchase agreement between the Company and Ironridge Technology
Co., a division of Ironridge Global IV, Ltd., dated Aug. 24, 2012,
was approved.

In addition, the note purchase agreement between the Company and
Hanover Holding I, LLC, dated Oct. 15, 2012, as amended by the
First Amendment thereto, effective Nov. 13, 2012, and the issuance
of more than 20% of the Company's issued and outstanding common
stock at a price that is less than the greater of book or market
value in accordance therewith was approved by the shareholders.
The exchange agreement with Magna Group LLC, dated Oct. 15, 2012,
as amended by the First Amendment thereto, effective Nov. 13,
2012, and the issuance of more than 20% of the Company's issued
and outstanding common stock at a price that is less than the
greater of book or market value in accordance therewith was
approved by the shareholders.

The amendment to the Articles of Incorporation of the Company to
effect a reverse stock split of the Company's common stock, at a
ratio of not less than one-for-two and not greater than one-for-
20, with the exact ratio to be set within that range in the
discretion of the Board of Directors without further approval or
authorization of the Company's shareholders, provided that the
Board of Directors determines to effect the reverse stock split
and that amendment is filed with the Secretary of State of Nevada
no later than one year from the date of the Annual Meeting was not
approved.

                           About Cereplast

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

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

                         Bankruptcy Warning

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

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

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


CIVIC PARTNERS: Iowa Court Rules on Bank's Summary Judgment Bid
---------------------------------------------------------------
Bankruptcy Judge Thad J. Collins granted, in part, and denied, in
part, First National Bank's Motion for Summary Judgment on Civic
Partners Sioux City LLC's counterclaim.

On Dec. 7, 2010, First National Bank filed a Petition for Money
Judgment, Foreclosure of Real Estate Mortgage and Foreclosure of
Security Agreement against Civic in the Iowa District Court for
Woodbury County (No. EQCV143628).  On Jan. 5, 2011, Civic filed an
answer and a counterclaim for tortious interference with an
existing contract.  Civic also claims to have filed a counterclaim
for tortious interference with a prospective contract.

After filing for Chapter 11 in April 2011, Civic removed the
foreclosure action by the Bank to the Bankruptcy Court.

On Jan. 10, 2012, the Bank filed a Motion for Summary Judgment on
Civic's counterclaim.  Civic has resisted the Bank's Motion for
Summary Judgment.

Civic is the developer and owner of an entertainment and shopping
complex in Sioux City, Iowa.  The complex was to be an anchor in
the redevelopment of an area in Sioux City known as the Historic
4th Street Area. Civic received its primary financing for the
facility from the Bank, which holds a first security interest in
the structure and some of the equipment.

The primary tenant of the complex is a 14-screen movie theater
named Main Street Theatres. Only one of the other spaces in the
facility is occupied by a specialty shop.  Other banks -- Liberty
National Bank and Cass County Bank -- and the Small Business
Administration also claim security interests in the property and
equipment.

Unfortunately, for a number of reasons, Main Street's theater was
not as successful as originally planned, and Main Street fell
behind on the rent it owed to Civic. By 2009, Civic claimed Main
Street owed a multi-million dollar deficiency. Main Street had
several arguments against Civic for offsets against some or all of
that rent. Without Main Street's rent, Civic also fell behind on
its payments to First National Bank. Civic has never made any
payments to the City.

In August 2009, the four principal parties, Civic, Main Street,
First National Bank, and the City began mediation to attempt to
find a solution which worked for all parties. Civic, Main Street,
and First National Bank reached a tentative agreement which they
presented to the City.  The proposed mediation agreement outlined
a global restructuring of the agreements and arrangements related
to the project.  Under the proposed mediation agreement, Civic
would forgive Main Street's deficiency on the rent and lower Main
Street's monthly payments.  Main Street also agreed to release its
claims and made a $200,000 restructuring payment to Civic. Civic
was also to receive a lower interest rate and other reductions
from its lenders.  The proposed agreement was subject to the
City's ratification by a vote of the Sioux City City Council. The
Sioux City City Council ultimately did not approve the agreement.

In its Petition for Money Judgment, the Bank named several other
junior interest holders as creditors in the foreclosure portion of
its case.

In its counterclaims, Civic contends the Bank tortiously
interfered with its existing relationship with Main Street.  Civic
contends the Bank before foreclosure had secretly negotiated a
deal with Main Street to sell the building to Main Street after it
foreclosed.  Civic claims the Bank offered to finance the purchase
such that Main Street's monthly payments would be less than those
it owed Civic under its lease. Civic argues that "deal" cut Civic
out completely and made it impossible for Civic to negotiate on
new rent or back rent with Main Street.  Civic asserts this
tortious interference from the Bank stopped Main Street from
dealing with Civic under the existing lease arrangement -- because
Main Street already had a deal with the Bank.

Civic also appears to also assert a claim that the Bank tortiously
interfered with its prospective business relationship with the
City.  Civic argues that the Bank's motivations in its discussions
with the City after the tentative mediation agreement were
improper. Civic contends that the Bank discouraged the City from
adopting the proposed mediation agreement involving Civic in favor
of the Bank's preferred solution which cut Civic out. Civic
contends the Bank's motivations were improper and as such
constituted an interference with its prospective relationship with
the City.  This claim does not appear specifically in the answer
and counterclaim.

In its Motion for Summary Judgment, the Bank maintains that any
discussions or negotiations it had with Main Street do not qualify
as actionable improper interference.  The Bank also argues that
its discussions and/or negotiations with Main Street were fully
authorized under the broad language in Civic's assignment of rents
to the Bank.  Finally, the Bank suggests that as it was properly
seeking to protect its own financial interests, this behavior was
justified or privileged, and therefore could not constitute
tortious interference.

The Bank does not appear to recognize that Civic made a
counterclaim with regard to tortious interference with its
prospective relationship with the City. Nevertheless, the Bank
suggests that Civic has failed to support any of its claim with
any evidence.

Civic disagrees with the Bank.  Civic does acknowledge the Bank
was authorized in Civic's assignment of rents to collect rents
directly from Main Street, to communicate with Main Street, and to
modify the lease.  Civic argues, however, the scope of the Bank's
discussions -- particularly those for future plans not involving
Civic -- exceeded the Bank's authorization.  Civic argues the
Bank's unauthorized discussions were an improper interference.
Civic contends it has a claim against the Bank related to
interferences with the Debtor's prospective relationship with the
City.

According to Judge Collins, the Bank's Motion is denied on Civic's
counterclaim alleging the Bank tortiously interfered with Civic's
existing contract with Main Street.  The Motion is granted on
Civic's purported counterclaim alleging the Bank tortiously
interfered with Civic's prospective contractual relationship with
the City.  The Judge said there is no genuine issue of material
fact as to the element of intent to injure or destroy.

First National Bank has twice sought dismissal of the case.  The
City and Main Street Theatres have joined in the request.  The
Debtor filed a plan of reorganization on Nov. 18, 2011, and an
amended plan on May 17, 2012.

The cases before the Court are, FIRST NATIONAL BANK, Plaintiff, v.
CIVIC PARTNERS SIOUX CITY, LLC, et al, Defendants; and CIVIC
PARTNERS SIOUX CITY, LLC, Counter-Claimant, v. FIRST NATIONAL
BANK, Counter-Defendant, Adv. Proc. No. 11-09046 (Bankr. N.D.
Iowa).  A copy of the Court's Jan. 3, 2013 ruling is available at
http://is.gd/HHTbhLfrom Leagle.com.

Civic Partners Sioux City, LLC, based in Huntington Beach,
California, filed for Chapter 11 bankruptcy (Bankr. N.D. Iowa Case
No. 11-00829) on April 14, 2011.  A. Frank Baron, Esq., at Baron,
Sar, Goodwin, Gill & Lohr, serves as the Debtor's counsel.  In its
petition, the Debtor estimated $1 million to $10 million in assets
and debts.  The petition was signed by Steven P. Semingson,
managing member.


CIVIC PARTNERS: Court Affirms Ruling on Main Street Theaters Lease
------------------------------------------------------------------
Bankruptcy Judge Thad J. Collins denied the motion of Civic
Partners Sioux City, LLC, for reconsideration of the Court's
previous (1) Order Denying Motion to Establish that the Main
Street Lease is Revoked, Not "Unexpired" and (2) Order Granting
Motion for Order Regarding Status of Amended and Restated Lease
filed by Main Street Theaters.  Main Street resisted the Motion to
Reconsider.

The Debtor asks the Court to reconsider an oral, expedited ruling
it made in July 2012.  That ruling determined which of two leases
-- an original lease or an amended lease -- governed the
relationship of the parties.

The Debtor argued it terminated the amended lease before
bankruptcy, and that the termination properly reinstated the
original lease.  Main Street argued the Debtor failed to properly
terminate the amended lease or did not have authority to do so.
Main Street asserted the amended lease remains in effect.

The Court heard the issue -- which would otherwise be a
confirmation issue -- out of order on an expedited basis at the
request of the parties.  The Court ruled that the amended lease
governed because the Debtor did not properly terminate the lease.
The Court ruled the termination paragraph of the amended lease was
for all intents and purposes a provision allowing rescission, and
the Debtor did not properly rescind.  In particular, the Court
held the Debtor did not refund a $200,000 payment Main Street made
to get the amended lease agreement.  The Court also made an
alternative ruling that the Debtor did not have proper authority
to terminate the lease without its lender's consent -- which it
did not have.

The Debtor moved for reconsideration, arguing the Court misapplied
Iowa law on rescission by not allowing the Debtor a credit or
offset against the $200,000 for the benefits it provided to Main
Street under the amended lease.  The Debtor also argued it
discovered new facts indicating there was no need for an expedited
resolution of the issue and that the Court should vacate its
ruling and set the matter over for confirmation.  The Debtor also
asserts that the Court failed to address several of the Debtor's
alternative arguments including reformation, equitable estoppel,
and equitable fraud.

Main Street argued the Court correctly determined the matter in
its ruling and there is no basis for reconsideration.

Judge Collins ruled that it did not misapply Iowa law on
rescission, the newly discovered facts are irrelevant, and the
alternative arguments are inapplicable to this issue and/or are
reserved for the confirmation hearing.

A copy of the Court's Jan. 3, 2013 Ruling is available at
http://is.gd/RH2VdTfrom Leagle.com.

Civic Partners Sioux City, LLC, based in Huntington Beach,
California, filed for Chapter 11 bankruptcy (Bankr. N.D. Iowa Case
No. 11-00829) on April 14, 2011.  A. Frank Baron, Esq., at Baron,
Sar, Goodwin, Gill & Lohr, serves as the Debtor's counsel.  In its
petition, the Debtor estimated $1 million to $10 million in assets
and debts.  The petition was signed by Steven P. Semingson,
managing member.

Civic is the developer and owner of an entertainment and shopping
complex in Sioux City, Iowa.  The complex was to be an anchor in
the redevelopment of an area in Sioux City known as the Historic
4th Street Area.  Civic received its primary financing for the
facility from the First National Bank, which holds a first
security interest in the structure and some of the equipment.

The primary tenant of the complex is a 14-screen movie theater
named Main Street Theatres.  Only one of the other spaces in the
facility is occupied by a specialty shop.

First National Bank has twice sought dismissal of the case.  The
City and Main Street Theatres have joined in the request.  The
Debtor filed a plan of reorganization on Nov. 18, 2011, and an
amended plan on May 17, 2012.


CLARE OAKS: Exits Chapter 11 Bankruptcy Protection
--------------------------------------------------
Clare Oaks, a continuing care retirement community in Bartlett,
Ill., on Jan. 7 said it emerged from a year-long Chapter 11
bankruptcy protection on Dec. 31, 2012.  The announcement was made
by Michael D. Hovde, Jr., president of the Board of Directors for
the not-for-profit organization, and was agreed to by its
creditors and bondholders.

Clare Oaks voluntarily filed for Chapter 11 protection in December
2011, after failing to reach an agreement with its lenders about
restructuring its debt.  Clare Oaks received approval from the
Northern Illinois bankruptcy court for its new financial plan in
Nov. 2012 and was issued new bonds from the Illinois Finance
Authority on Dec. 20, 2012.  New bonds significantly lower the
community's debt and corresponding interest rates.

Mr. Hovde said occupancy rates remained stable during the
reorganization period and Clare Oaks continued to accept new
independent living residents, along with patients into its
assisted living and nursing care communities.  Additionally, its
skilled nursing care center recently received a coveted Medicare
four-star rating for outstanding health inspections, staffing and
quality measures.

"Our new financing structure provides long-term stability plus
releases funds to make capital improvements so that our community
stays a top choice for those selecting senior living options from
independent to assisted living and skilled nursing care," Mr.
Hovde said.

Since its opening in 2007, Clare Oaks has been dedicated to
providing superior care built on the foundation of mind, body and
spirit inspired by its founder the Sisters of St. Joseph of the
Third Order of St. Francis.  Life Care Services, LLC, established
in 1971 and currently serving 103 retirement communities across
the country, continues in its role as the management company for
Clare Oaks.

                         About Clare Oaks

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

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

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

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

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

No other plans were filed for the Debtor.

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

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


CLEAR CHANNEL: Amends 2008 Credit Agreement With Citibank
---------------------------------------------------------
Clear Channel Communications, Inc., entered into a Restatement
Agreement to amend and restate the Credit Agreement, dated as of
May 13, 2008, with Citibank, N.A., as administrative agent.

On Dec. 24, 2012, upon the satisfaction of all conditions set
forth in the Amendment, the Amended and Restated Credit Agreement
became effective.

The amount from time to time available under the facility will not
exceed the greater of (i) $535,000,000 or (ii) borrowing base,
which equals 90% of the eligible accounts receivable of the
Company and the subsidiary borrowers thereunder, subject to
customary reserves and eligibility criteria.  As of Dec. 24, 2012,
the Company had no borrowings outstanding under the facility.

Borrowings under the Amended ABL Credit Agreement bear interest at
a rate per annum equal to an applicable margin plus, at the
Company's option, either (1) a base rate determined by reference
to the highest of (a) the prime rate of Citibank, N.A., and (b)
the Federal Funds rate plus 0.50% or (2) a Eurocurrency rate
determined by reference to the rate (adjusted for statutory
reserve requirements for Eurocurrency liabilities) for Eurodollar
deposits for the interest period relevant to such borrowing.  The
initial applicable margin for borrowings under the Amended ABL
Credit Agreement is 1.75% with respect to Eurocurrency borrowings
and 0.75% with respect to base-rate borrowings.  The applicable
margin for borrowings under the Amended ABL Credit Agreement
ranges from 1.50% to 2.00% for Eurocurrency borrowings and from
0.50% to 1.00% for base-rate borrowings, depending on average
excess availability under the Amended ABL Credit Agreement during
the prior fiscal quarter.

Borrowings under the Amended ABL Credit Agreement will mature, and
lending commitments thereunder will terminate, on the fifth
anniversary of the effectiveness of the Amended ABL Credit
Agreement.

A copy of the Amended Credit Agreement is available at:

                         http://is.gd/dWrxT0

                         About Clear Channel

San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc.  CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers.  The Company's businesses
include radio and outdoor displays.

Clear Channel reported a net loss of $302.09 million on $6.16
billion of revenue in 2011, compared with a net loss of $479.08
million on $5.86 billion of revenue in 2010.  The Company had a
net loss of $4.03 billion on $5.55 billion of revenue in 2009.

The Company's balance sheet at June 30, 2012, showed
$16.45 billion in total assets, $24.31 billion in total
liabilities, and a $7.86 billion total shareholders deficit.

                         Bankruptcy Warning

At March 31, 2012, the Company had $20.7 billion of total
indebtedness outstanding.

The Company said in its quarterly report for the period ended
March 31, 2012, that its ability to restructure or refinance the
debt will depend on the condition of the capital markets and the
Company's financial condition at that time.  Any refinancing of
the Company's debt could be at higher interest rates and increase
debt service obligations and may require the Company and its
subsidiaries to comply with more onerous covenants, which could
further restrict the Company's business operations.  The terms of
existing or future debt instruments may restrict the Company from
adopting some of these alternatives.  These alternative measures
may not be successful and may not permit the Company or its
subsidiaries to meet scheduled debt service obligations.  If the
Company and its subsidiaries cannot make scheduled payments on
indebtedness, the Company or its subsidiaries, as applicable, will
be in default under one or more of the debt agreements and, as a
result the Company could be forced into bankruptcy or liquidation.

                           *     *     *

The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings
has affirmed the 'CCC' Issuer Default Rating of Clear Channel
Communications, Inc., and the 'B' IDR of Clear Channel Worldwide
Holdings, Inc., an indirect wholly owned subsidiary of Clear
Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor
advertising subsidiary.  The Rating Outlook is Stable.

Fitch's concerns center on the company's highly leveraged capital
structure, with significant maturities in 2014 and 2016; the
considerable and growing interest burden that pressures free cash
flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue.  The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.


COMMUNITY FINANCIAL: Closes $24MM Private Placement Offering
------------------------------------------------------------
Community Financial Shares, Inc., the parent company of Community
Bank-Wheaton/Glen Ellyn, has consummated a $24 million private
placement of common stock and convertible preferred stock.  The
Company issued an aggregate of 4,315,300 shares of common stock at
$1.00 per share, 133,411 shares of Series C voting preferred stock
at $100.00 per share, 56,708 shares of Series D nonvoting
preferred stock at $100.00 per share and 6,728 shares of Series E
nonvoting preferred stock at $100.00 per share to certain
accredited investors and members of the Company's Board of
Directors and executive management team.

"We are pleased to announce the consummation of the $24.0 million
private placement offering, which we believe will be beneficial to
our stockholders and will improve the capital position of the
Company and the Bank," stated Scott W. Hamer, president and chief
executive officer of the Company.

Pursuant to the terms of the Securities Purchase Agreement, the
Company will use a portion of the proceeds raised in the private
placement offering to repay the Company's current indebtedness to
a third party bank and to redeem the $6.9 million in preferred
stock previously issued to the Department of Treasury under the
TARP Capital Purchase Program for $3.67 million.  The Company will
use the remaining proceeds from the private placement offering to
increase the Bank's capital levels in accordance with the terms of
the Bank's outstanding regulatory order and to further capitalize
the Company.

The Company intends to raise up to an additional $3.0 million in
capital by issuing up to 3,000,000 shares of common stock in a
public rights offering that it expects to undertake as soon as
possible.  In the rights offering, the Company will grant each of
its existing shareholders an opportunity to purchase shares of
common stock at $1.00 per share, the same price as the conversion
price of the preferred shares issued to investors in connection
with the Securities Purchase Agreement.  The rights will be
distributed to shareholders of record as of Dec. 20, 2012.  The
rights offering will commence upon the registration statement for
the rights offering shares being declared effective by the U.S.
Securities and Exchange Commission.

                          Bylaws Amendment

On Dec. 21, 2012, the Company filed an Amended and Restated
Certificate of Incorporation with the Secretary of State of the
State of Delaware that: (1) increased the authorized number of
shares of the common stock of the Company, no par value, to
75,000,000 shares from 5,000,000 shares; and (2) revised Article
Tenth of the Company's Certificate of Incorporation to specify
that each outstanding share of Company common stock is entitled to
one vote on each matter submitted to a vote of the Company's
stockholders.

The Company also filed Certificates of Designations with the
Secretary of State of the State of Delaware to amend its Amended
and Restated Certificate of Incorporation to fix the designations,
preferences, limitations and relative rights of the Series C
Preferred Stock, Series D Preferred Stock and Series E Preferred
Stock.

                     About Community Financial

Glen Ellyn, Illinois-based Community Financial Shares, Inc., is a
registered bank holding company.  The operations of the Company
and its banking subsidiary consist primarily of those financial
activities common to the commercial banking industry.  All of the
operating income of the Company is attributable to its wholly-
owned banking subsidiary, Community Bank-Wheaton/Glen Ellyn.

BKD, LLP, in Indianapolis, Indiana, issued a going concern
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations and is
undercapitalized.

The Company reported a net loss of $11.01 million on net interest
income (before provision for loan losses) of $10.77 million in
2011, compared with a net loss of $4.57 million on net interest
income (before provision for loan losses) of $10.40 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed $334.17
million in total assets, $328.69 million in total liabilities and
$5.48 million in total shareholders' equity.


COMMUNITY FINANCIAL: SBAV Discloses 53.1% Equity Stake
------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, SBAV LP and its affiliates disclosed that, as of
Dec. 21, 2012, they beneficially own 6,286,100 shares of common
stock issuable upon the conversion of Series C Preferred Stock and
Series D preferred stock of Community Financial Shares, Inc.,
representing 53.06% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/ZELcP2

                     About Community Financial

Glen Ellyn, Illinois-based Community Financial Shares, Inc., is a
registered bank holding company.  The operations of the Company
and its banking subsidiary consist primarily of those financial
activities common to the commercial banking industry.  All of the
operating income of the Company is attributable to its wholly-
owned banking subsidiary, Community Bank-Wheaton/Glen Ellyn.

BKD, LLP, in Indianapolis, Indiana, issued a going concern
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations and is
undercapitalized.

The Company reported a net loss of $11.01 million on net interest
income (before provision for loan losses) of $10.77 million in
2011, compared with a net loss of $4.57 million on net interest
income (before provision for loan losses) of $10.40 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed $334.17
million in total assets, $328.69 million in total liabilities and
$5.48 million in total shareholders' equity.


COMPREHENSIVE CARE: Contract with Major Client Expires
------------------------------------------------------
Comprehensive Care Corporation's contract with its client MMM
Healthcare, Inc., and its corporate affiliate PMC Medicare Choice,
Inc. expired, as scheduled, on Dec. 31, 2012.  MMM/PMC decided to
manage internally the services that the Company was providing.

This contract accounted for 79.1%, or $41.8 million, of the
Company's revenues for the nine months ended Sept. 30, 2012.  As a
result of this event and pursuant to requirements under generally
accepted accounting principles, management performed a review of
goodwill recorded on the Company's balance sheet.  The review was
completed on Dec. 31, 2012, and determined it was appropriate to
write-off goodwill.  Consequently, effective Dec. 31, 2012,
management recorded a non-cash impairment charge of $12.2 million
to fully remove goodwill from the Company's balance sheet.
Management does not presently believe the impairment charge will
result in material future cash expenditures.

                      About Comprehensive Care

Tampa, Fla.-based Comprehensive Care Corporation provides managed
care services in the behavioral health, substance abuse, and
psychotropic pharmacy management fields.

Following the 2011 results, Mayer Hoffman McCann P.C., in
Clearwater, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has not generated sufficient cash flows from
operations to fund its working capital requirements.

Comprehensive Care reported a net loss of $14.08 million in 2011,
compared with a net loss of $10.47 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $15.97
million in total assets, $29.35 million in total liabilities and a
$13.37 million deficit.


COMSTOCK MINING: Registers 31.1 Million Common Shares
-----------------------------------------------------
Comstock Mining Inc. filed a Form S-3 with the U.S. Securities and
Exchange Commission registering 31,122,873 shares of common stock,
$0.000666 per share, for sale by John V. Winfield, The InterGroup
Corporation, Portsmouth Square, Inc., and Santa Fe Financial
Corporation.

The Company will not receive any proceeds from the sale of shares
by the sellers.  All proceeds from sales of shares by sellers will
be paid directly to the sellers and will not be deposited in an
escrow, trust or other similar arrangement.  The Company will bear
all of the expenses in connection with the registration of the
shares offered, including legal and accounting fees.

The common stock is listed on the NYSE MKT under the symbol
"LODE."

A copy of the prospectus is available at http://is.gd/rp3OYl

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

The Company reported a net loss of $11.61 million in 2011,
compared with a net loss of $60.32 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $42.15
million in total assets, $29.95 million in total liabilities and
$12.19 million in total stockholders' equity.


COMSTOCK MINING: Offering $50 Million Worth of Securities
---------------------------------------------------------
Comstock Mining Inc. filed with the U.S. Securities and Exchange
Commission a Form S-3 registration statement relating to the
offering of up to $50,000,000 of any combination of common stock
preferred stock, debt securities, warrants and units.

The common stock is listed on the NYSE MKT under the symbol
"LODE."

The Company will provide the specific terms of these offerings and
securities in one or more supplements to this prospectus.

A copy of the prospectus is available for free at:

                         http://is.gd/K63a2l

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

The Company reported a net loss of $11.61 million in 2011,
compared with a net loss of $60.32 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $42.15
million in total assets, $29.95 million in total liabilities and
$12.19 million in total stockholders' equity.


CONFECTIONERS FINANCE: Court Dismisses Involuntary Bankr. Case
--------------------------------------------------------------
The Hon. Charles G. Case II of the U.S. Bankruptcy Court for the
District of Arizona has dismissed the involuntary bankruptcy of
Confectioners Finance LLC.

The Court has been informed that the petitioning creditors and the
Debtor want the case to be dismissed.

Matt Doney, Bill Collamer, and Shawn Riley, appearing pro se,
submitted an involuntary chapter 11 bankruptcy petition for
Confectioners Finance, LLC (Bankr. D. Ariz. Case No. 11-06576) on
March 15, 2011 in Phoenix.


CONSOLIDATED TRANSPORT: Wants Until April 1 to File Plan
--------------------------------------------------------
Consolidated Transport Systems, Inc., et al., filed a motion
asking the U.S. Bankruptcy Court for the Northern District of
Indiana to extend the exclusive periods to file a plan and to
solicit acceptances thereof until April 1, 2013, and May 31, 2013,
respectively.

Absent an extension, Consolidated Transport at present has the
exclusive right to file a plan through Dec. 14, 2012, and to
solicit votes in favor of such plan through Feb. 12, 2013.  Tandem
Transport Corp, Transport Investment Corporation and Tandem
Eastern, Inc., have plan exclusivity through Dec. 31, 2012, and
solicitation exclusivity through Feb. 27, 2013.

In addition, on Aug. 17, 2012, the Court entered an order in the
Consolidated Transport case establishing a plan deadline of
Jan. 22, 2013 (Docket No. 11).  On Sept. 4, 2012, the Court
entered orders in the Tandem Transport, Transport Investment and
Tandem Eastern cases establishing plan deadlines of Jan. 28, 2013.

According to papers filed with the Court, the Debtors have been
been actively pursuing their restructuring since the cases were
commenced.  Because of the complexity of the Debtors' operations
and restructuring requirement, the Debtors relate that they cannot
propose a comprehensive plan of reorganization at this stage of
the cases.  In addition, the Debtors need time to demonstrate
their ability to perform pursuant to their budget once all
adequate protection payments have commenced in order to solicit
financing offers.  Finally, according to the Debtors, it is nearly
impossible for them to submit plans on staggered schedules given
the interrelation of their operations.

                   About Consolidated Transport,
                      Tandem Transport et al.

Michigan City, Indiana-based trucking company Consolidated
Transport Systems, Inc., filed a Chapter 11 petition (Bankr. N.D.
Ind. Case No. 12-32940) on Aug. 16, 2012.  Walter G & Carolyn Bay
owns 87.3% of the privately held Debtor.

Tandem Transport Corp., and two affiliates Transport Investment
Corporation, and Tandem Eastern, Inc., sought Chapter 11
protection (Bankr. N.D. Ind. Case Nos. 12-33135 to 12-33137) on
Aug. 31, 2012.

The Companies and their predecessors have provided for-hire
freight services throughout the United States since 1945.  The
largest portion (75%) of the Companies' business consists of
hauling building materials, with the balance consisting of
transporting steel (20%) and other miscellaneous freight such as
stone, salt, and machinery (5%).  The bulk of the Companies' loads
are received and delivered east of the Mississippi River, although
they have general commodities authority for the lower 48 states.
The Companies have intrastate authority for the states of Georgia,
Illinois, Indiana, Kentucky, Michigan, Missouri, North Carolina,
Ohio, Tennessee and Texas.

The Companies operate as a combined enterprise.  Consolidated owns
the fleet of roughly 275 tractors and 330 trailers.  It also
employs office staff of 66 employees.  The corporate headquarters
is located in Michigan City, Indiana while their executive office
is located in St. Louis, Michigan.  Transport is the operating
company which provides logistics to customers and also brokers
freight.  Eastern employs 246 drivers, while Investment employs 10
mechanics.

Consolidated initiated its chapter 11 proceeding to prevent any
actions by equipment lenders such as repossession of equipment
that would threaten the Companies' operations and viability while
they restructure their respective operations.  Transport,
Investment and Eastern filed their chapter 11 proceedings to give
them the necessary breathing room provided by the Bankruptcy Code,
as well as a single forum to allow them to effectively restructure
their operations.

Consolidated and Tandem each estimated $10 million to $50 million
in assets and liabilities.  Transport Investment estimated less
than $50,000 in assets and up to $50 million in liabilities.  Two
other entities that filed are Transport Investment Corporation and
Tandem Eastern, Inc.

Judge Harry C. Dees, Jr. presides over the cases.  Jeffrey J.
Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius &
Hollister LLP, in Indianapolis, Indiana, serve as the Debtors'
counsel.  The petition was signed by Jeffrey T. Gross, president.


COUNTRYWIDE FIN'L: BofA Reaches $10B Settlement with Fannie Mae
---------------------------------------------------------------
Bank of America Corp. agreed to settle certain claims with Fannie
Mae surrounding almost all of the mortgage loans originated by
Countrywide Financial Corp and Bank of America, the American
Bankruptcy Institute reported.

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- originated,
purchased, securitized, sold, and serviced residential and
commercial loans.

In mid-2008, Bank of America completed its purchase of Countrywide
for $2.5 billion.  The mortgage lender was originally priced at $4
billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


CPI CORP: Incurs $20.2 Million Net Loss in Nov. 10 Quarter
----------------------------------------------------------
CPI Corp. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $20.20
million on $69.50 million of net sales for the 16 weeks ended
Nov. 10, 2012, compared with a net loss of $7.24 million on $94.55
million of net sales for the 16 weeks ended Nov. 12, 2011.

For the 40 weeks ended Nov. 10, 2012, the Company reported a net
loss of $60.13 million on $192.74 million of net sales, compared
with a net loss of $12.88 million on $254.02 million of net sales
for the 40 weeks ended Nov. 12, 2011.

The Company's balance sheet at Nov. 10, 2012, showed $56.19
million in total assets, $174.84 million in total liabilities and
a $118.64 million total stockholders' deficit.

As of Nov. 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 Dec. 31, 2012.  The
Company is currently negotiating a forbearance agreement with the
lenders to, among other items, delay them from exercising their
rights and remedies under the Credit Agreement until mid-January.
There can be no assurances that the lenders will grant such
waivers or amendments on commercially reasonable terms, if at all.

                        Bankruptcy Warning

"If sales trends do not improve, our available liquidity from cash
flows from operations will be materially adversely affected.
There can be no assurance that we will be able to improve cash
flows from operations, or that we will be able to comply with the
terms of the Credit Agreement, as amended.  Currently, the Company
does not have sufficient resources to repay amounts as they become
due under the Credit Agreement.  If we are unable to address our
liquidity shortfall or secure a short-term covenant compliance
waiver, then our business and operating results would be
materially adversely affected, and the Company may be forced into
an orderly liquidation or bankruptcy.  If we are unable to obtain
other adequate financing, our existing assets are not sufficient
to repay our debts in full."

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

                        http://is.gd/Ps42qQ

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

                        http://is.gd/HMPGl1

                           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.


CPI CORP: Sells Bella Pictures' Wedding Biz to Pros Entertainment
-----------------------------------------------------------------
CPI Corp. sold substantially all of the wedding business assets of
Bella Pictures Holdings, LLC, a provider of branded, wedding
photography services.  The transaction was made pursuant to the
Asset Purchase Agreement dated Dec. 17, 2012, by and between Bella
Pictures Holdings, LLC, and The Pros Entertainment Services, Inc.

In consideration for the assets purchased, Pros Entertainment
assumed certain liabilities of the Company, consisting primarily
of specified customer fulfilment obligations for weddings booked
on Jan. 15, 2013, and thereafter, 20% of the contract value of
weddings booked on Jan. 15, 2013, and thereafter, and a payment of
$60,000 to be held in escrow until completion of a transfer of the
online hosting of the Bellapictures.com Web site.

A copy of the Asset Purchase Agreement is available at:

                         http://is.gd/ZUyFxs

                           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.


CROWN AMERICAS: Fitch Rates $800MM Senior Notes Issuance 'BB+'
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Crown Americas, LLC's
$800 million senior notes offering due 2023. The Issuer Default
Rating (IDR) for Crown Holdings, Inc. and its subsidiaries
including CA and Crown European Holdings, SA is 'BB+'. The Rating
Outlook is Stable.

The net proceeds of the proposed offering will be mainly used to
redeem CA's outstanding $400 million senior notes due 2017 and
prepay $300 million of term loans. In addition proceeds will be
used to pay associated debt redemption premiums, for payment of
related fees and expenses and for general corporate purposes.

Support for Crown's ratings is due to the stable cash flows
associated with its contractual commitments, strong market share
and cost pass-through despite the current weakening global
economic environment. Crown's geographical diversification across
both mature and emerging markets with a diverse customer mix
results in a balanced revenue stream that should lend greater
stability through economic cycles. Fitch currently expects cash
generation to increase due to past investments in developing
market regions.

Increased beverage can volume demand should continue across the
majority of Crown's regions. This should offset volume weakness in
European aerosol and specialty packaging and lower U.S. beverage
can demand due to promotional related activity that remains below
expectations. Supply and demand characteristics should remain firm
in Asia with 3.6 billion of capacity expansions expected in 2013
after adding more than 8 billion in capacity the previous two
years. However, Crown has pulled back on some projects, reflecting
lower demand growth. Past capacity rationalizations and selective-
mix realignments by the can industry in its mature markets also
provides pricing stability.

Crown's liquidity is very good and includes its sustainable free
cash flow (FCF) generation, cash and availability under its
revolving facility and securitization programs. At the end of
third quarter 2012, Crown had approximately $1 billion in
liquidity primarily from the $720 million of availability on its
$1.2 billion secured credit facilities that will mature in June
2015. In 2012, Fitch estimates FCF (less minority distributions)
should be approximately $250 million. In 2013, Fitch expects
significant growth in FCF to over $400 million due to several
factors. These include lower growth-related capital going forward,
expectations for completed restructuring projects, lower pension
contributions, and ramp-up in productivity related to the organic
capacity expansions. Crown has indicated initial capital spending
estimates of $225 million for 2013 compared to spending
expectations of $350 million in 2012 and $401 million in capital
spending for 2011.

Crown's near- to medium-term maturities are relatively modest
(under $150 million) during the next three years and are primarily
related to term loan amortization. Amortization payments for the
approximately $900 million in term loan facilities during the next
three years are 5%, 10% and 15%. The term loans mature in June
2016. The next significant maturity for Crown's unsecured notes is
Euro 500 million due in 2018. Crown also has significant cushion
under its present covenants.

Crown has considerable ability to move cash through various
mechanisms to fund cash requirements in the U.S. Cash at the end
of the third quarter 2012 was $240 million. $215 million of the
cash was located outside of the U.S., and more than half of that
cash was held by foreign subsidiaries for which earnings are
considered indefinitely reinvested. At Sept. 30, 2012, Crown has
used the majority of capacity ($190 million) on its $200 million
North American securitization facility that matures in March 2013.

The majority of Crown's excess cash is targeted for share
repurchase activity since Crown is within company leverage
targets. Expectations are for Crown to pace share repurchases to
the level of free cash flow. Crown's board of directors has
authorized a stock repurchase program of up to $800 million
through the end of 2014. Crown also pays out approximately $80 to
$85 million in minority distributions but does not have a
dividend. Fitch does not expect any significant minority interest
acquisitions given Crown's past focus.

Leverage at the end of the third quarter of 2012 was approximately
3.6 times (x). Fitch views the top end of the expected leverage
range for the rating below the low to mid 3x range. Credit
facility revolver borrowings are higher due to seasonality.
Consequently Fitch expects leverage will moderate going forward
from reduced revolver borrowings, term loan repayments and
increased cash flow generation.

Credit risks which Fitch believes are manageable include the
increase in revenue exposure to more volatile, higher-growth
emerging markets, exposure to weather and crop disturbances, macro
events outside the control of the company, the asbestos liability
and pension deficit. In late 2011, Crown took steps to address its
growing pension deficit in the U.S. with funding from proceeds of
an add-on $350 million term loan. The GAAP funding levels at the
end of 2011 for the U.S. and non-U.S plans were 78% and 89% on
benefit obligations of $1.5 billion and $3.3 billion respectively.

What Could Trigger A Rating Action

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

   -- Crown adopting more aggressive financial policies or
      operating performance deterioration resulting in material
      erosion to Crown's credit profile particularly pushing
      sustained leverage greater than 3.5x;

   -- Considerable increase in asbestos liability;

   -- Significant change in operating trends across the emerging
      market regions;

   -- Macro events outside the company's control;

   -- Significantly reduced free cash flow prospects.

Positive: Crown would need to change its current financial
policies. In particular, this would require the company to commit
to a reduced, more conservative financial leverage policy in the
lower 2x range and increased free cash generation relative to
adjusted debt. As a result, Fitch's sensitivities do not currently
anticipate developments with a material likelihood, individually
or collectively, of leading to a rating upgrade.


CROWN AMERICAS: S&P Assigns 'BB' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
senior unsecured debt rating and '5' recovery rating to the 4.5%
senior unsecured notes due 2023 to be issued jointly by Crown
Americas LLC and Crown Americas Capital Corp. IV, wholly
owned subsidiaries of Crown Holdings Inc.  The issue rating is one
notch below the 'BB+' corporate credit rating.  The '5' recovery
rating indicates our expectation of modest (10%-30%) recovery in
the event of a payment default.

"At the same time, based on our updated recovery analysis, we
raised our senior secured debt rating by one notch to 'BBB' (two
notches above the corporate credit rating on Crown Holdings) from
'BBB-' and revised the senior secured recovery rating to '1' from
'2'.  The '1' recovery rating indicates prospects for very high
(90%-100%) recovery in the event of a payment default," S&P said.

"All our other ratings on Crown and its subsidiaries remain
unchanged.  For the complete recovery analysis, see our recovery
report on Crown to be published as soon as possible following this
report on RatingsDirect on the Global Credit Portal," S&P added.

"The company plans to use proceeds of the notes offering to redeem
$400 million of senior unsecured notes due 2017 and repay
$300 million of senior secured term loans, and for transaction-
related costs and general corporate purposes," said Standard &
Poor's credit analyst Liley Mehta.

The ratings reflect Crown's "satisfactory" business risk profile
as a leading global can manufacturer and its "significant"
financial risk profile.  We expect the key funds from operations
to total debt ratio to remain at about 20%, which we consider
appropriate for the rating.  For the entire corporate credit
rating rationale, see our summary analysis on Crown published Dec.
10,
2012 on RatingsDirect.

RATINGS LIST

Crown Holdings Inc.

Corporate credit rating             BB+/Stable/--

New Ratings

Crown Americas LLC
Crown Americas Capital Corp. IV

Senior unsecured  $800 mil. 4.5% notes due 2023       BB
Recovery                                               5

Upgraded; Recovery Ratings Revised

                                             To          From
Crown Americas LLC
Crown European Holdings SA
Crown Metal Packaging Canada LP
Senior secured                              BBB         BBB-
Recovery rating                             1           2


CRYOPORT INC: Tapped by Pfizer to Manage Shipments of Vaccines
--------------------------------------------------------------
Cryoport, Inc., was engaged by Pfizer, Inc., to manage all
domestic and international frozen shipments of their primary
animal vaccines.  Cryoport will provide on-site logistics
personnel and its logistics management platform, the CryoportalTM
to manage shipments from Pfizer's manufacturing site in the United
States to its domestic customers as well as to its international
distribution centers.

As part of its logistics management services, Cryoport will
analyze shipping data and processes to streamline logistics,
ensuring on-time delivery and the best uses of resources.
Initially, Cryoport will manage Pfizer's total fleet of shippers
used for this purpose, including liquid nitrogen shippers and over
time will systematically phase-in its patented Cryoport Express
Shippers in conjunction with its on-site logistics team and
integrated Cryoportal software.

Financial terms of the deal were not disclosed.

                           About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

As reported in the TCR on June 29, 2012, KMJ Corbin & Company LLP,
in Costa Mesa, California, expressed substantial doubt about
CryoPort's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
operating losses and has had negative cash flows from operations
since inception.  "Although the Company has working capital of
$4,024,120 and cash & cash equivalents of $4,617,535 at March 31,
2012, management has estimated that cash on hand, which include
proceeds from the offering received in the fourth quarter of
fiscal 2012, will only be sufficient to allow the Company to
continue its operations only into the fourth quarter of fiscal
2013.  These matters raise substantial doubt about the Company's
ability to continue as a going concern."

The Company's balance sheet at Sept. 30, 2012, showed $2.8 million
in total assets, $2.0 million in total liabilities, and
stockholders' equity of $776,493.


CUMULUS MEDIA: Outstanding Amount Under 2011 Loan Hiked to $1.3BB
-----------------------------------------------------------------
Cumulus Media Inc. entered into an amendment and restatement of
its First Lien Credit Agreement, dated as of Sept. 16, 2011.
Pursuant to the Amendment and Restatement, the terms and
conditions contained in the Original Agreement remained
substantially unchanged, except as follows:

   (i) the amount outstanding thereunder was increased to $1.325
       billion;

  (ii) the margin for LIBOR -based borrowings was reduced from
       4.5% to 3.5% and for Base Rate -based borrowings was
       reduced from 3.5% to 2.5%; and

(iii) the LIBOR floor for LIBOR-based borrowings was reduced from
       1.25% to 1.0%.

At Dec. 20, 2012, after giving effect to the Amendment and
Restatement, borrowings under the First Lien Term Loan bore
interest at 4.5% per annum.  There were no outstanding borrowings
under the Revolving Credit Facility at Dec. 20, 2012.

The Amendment and Restatement consists of a $1.325 billion first
lien term loan facility maturing in September 2018 and a $300
million revolving credit facility, maturing in September 2016.
Under the Revolving Credit Facility, up to $30 million of
availability may be drawn in the form of letters of credit and up
to $30 million is available for swingline borrowings.

A copy of the First Lien Credit Agreement is available at:

                        http://is.gd/flbhff

                        About Cumulus Media

Founded in 1998, Atlanta, Georgia-based Cumulus Media Inc.
(NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest
operator of radio stations, currently serving 110 metro markets
with more than 525 stations.  In the third quarter of 2011,
Cumulus Media purchased Citadel Broadcasting, adding more than 200
stations and increasing its reach in 7 of the Top 10 US metros.
Cumulus also acquired the Citadel/ABC Radio Network, which serves
4,000+ radio stations and 121 million listeners, in the
transaction

The Company's balance sheet at June 30, 2012, showed $3.91 billion
in total assets, $3.51 billion in total liabilities, $118.23
million in total redeemable preferred stock, and $278.50 million
total stockholders' equity.

Cumulus Media said in its annual report for the year ended
Dec. 31, 2011, that lenders under the 2011 Credit Facilities have
taken security interests in substantially all of the Company's
consolidated assets, and the Company has pledged the stock of
certain of its subsidiaries to secure the debt under the 2011
Credit Facilities.  If the lenders accelerate the repayment of
borrowings, the Company may be forced to liquidate certain assets
to repay all or part of such borrowings, and the Company cannot
assure that sufficient assets will remain after it has paid all of
the borrowings under those 2011 Credit Facilities.  If the Company
was unable to repay those amounts, the lenders could proceed
against the collateral granted to them to secure that indebtedness
and the Company could be forced into bankruptcy or liquidation.

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debts that topped
$97 million as of June 30, 2011.  Holdings estimated debts between
$50 million and $100 million but said assets are worth less than
$50 million.  AR Broadcasting operated radio stations in Missouri
and Texas.

                           *     *     *

Standard & Poor's Ratings Services in October 2011 affirmed is 'B'
corporate credit rating on Cumulus Media.

"The ratings reflect continued economic weakness and higher post-
acquisition leverage than we initially expected," said Standard &
Poor's credit analyst Jeanne Shoesmith. "They also reflect the
combined company's sizable presence in both large and midsize
markets throughout the U.S."

As reported by the TCR on Nov. 20, 2012, Moody's Investors Service
affirmed the B1 Corporate Family Rating of Cumulus Media.  The
company's B1 corporate family rating is forward looking and
reflects Moody's expectation that management will continue to
reduce debt balances with free cash flow resulting in net debt-to-
EBITDA ratios of less than 6.0x (including Moody's standard
adjustments, and treating preferred shares as 75% debt) over the
rating horizon, with further improvement thereafter consistent
with management's 4.0x reported leverage target.


DAIS ANALYTIC: Amends Purchase Agreement with Green Valley
----------------------------------------------------------
Dais Analytic Corporation amended its Securities Purchase
Agreement, dated Oct. 17, 2012, with Green Valley International
Investment Management Company Limited pursuant to which the Green
Valley will purchase up to $7 million of the Company's common
stock, $0.01 par value per share, and warrants to purchase up to
17,500,000 shares of common stock.

Pursuant to the terms of the Securities Purchase Agreement, Greey
Valley has purchased $1,750,000 of common stock and warrants.  The
amendment, requires Green Valley to purchase the remaining common
stock and Warrants on or before Jan. 25, 2013.  This extension
will allow the Company and Green Valley to create and capitalize a
wholly owned subsidiary to be organized and located in China.
Pursuant to the amendment, the Company will use $4 million of the
aggregate proceeds from the sale of common stock and Warrants for
capital expenditures, working capital, and general business
purposes.  The Company will use the remaining proceeds from the
sale of the common stock and warrants to create and capitalize the
Dais China Subsidiary.

The Amendment to Securities Purchase Agreement is available at:

                         http://is.gd/MAUeTY

                        About Dais Analytic

Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials.  The initial product focus of the Company is ConsERV,
an energy recovery ventilator.  The Company also has new product
applications in various developmental stages.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Cross, Fernandez & Riley LLP, in
Orlando, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses since
inception and has a working capital deficit and stockholders'
deficit of $3.22 million and $4.90 million at Dec. 31, 2011.

The Company reported a net loss of $2.33 million in 2011,
compared with a net loss of $1.43 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.08
million in total assets, $6.02 million in total liabilities and a
$4.94 million total stockholders' deficit.


DEAN FOODS: Moody's Cuts CFR to B1; Raises Sec Debt Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service lowered Dean Foods Company's Corporate
Family and Probability of Default Ratings to B1 from Ba3. At the
same time Moody's upgraded the rating for Dean's senior secured
credit facility to Ba2 from Ba3, while unsecured debt ratings were
confirmed at B2. The company's SGL-2 Speculative Grade Liquidity
rating remains unchanged. The rating outlook is stable. The new
ratings reflect Dean's business and financial position post the
completion of the planned spinoff of most of its remaining
interest in WhiteWave to shareholders, as well as the sale of
Morningstar which closed yesterday.

Ratings Rationale

Dean Foods' B1 rating reflect its narrow pro-forma margins, the
commodity oriented nature of the fluid milk business, as well as
relatively high leverage despite significant debt paydown from IPO
and sale proceeds, more limited product, geographic and customer
diversification than several of its food and agriculture company
peers, and the potential for high earnings volatility due to
fluctuating milk prices and low pricing power. It also reflects
certain challenges facing the category including declining US milk
consumption and dependence on government farm policy as regards to
milk subsidies. The rating is supported by the company's leading
market share, national scale in the US dairy industry, and strong
distribution network with comprehensive refrigerated direct store
delivery systems, all of which have allowed Dean to gain market
share versus competitors. The rating also reflects the potential
for further cost efficiencies/productivity improvements as
management focuses on internal integration, streamlining of
operations and further cost reduction initiatives.

Moody's expects that leverage will decline from historical levels
as the proceeds from the WhiteWave IPO and the Morningstar sale
were used to repay debt. However most of the pensions and leases
will remain with the Dean Foods business, and cash flows will be
diminished after the sale of the higher margin businesses. As a
result, leverage is likely to remain relatively high -- at close
to 4 times incorporating Moody's accounting adjustments -- over
the next 12 to 18 months. Meanwhile, EBITA margins are likely to
hover in the low 4% range post spin and sale, at least until
planned costs savings can be achieved. Interest coverage will
remain modest due to the high cost of remaining unsecured debt,
only slighly improved from historical levels. All ratios are
calculated using Moody's accounting adjustments. While Dean
continues to benefit from strong qualitative elements such as its
scale and national leadership position in fluid milk, it is
nevertheless a smaller and less diversified company with less
growth potential than before the Whitewave/Morningstar
transactions.

Moody's expects Dean to maintain good liquidity (as evidence by
its SGL-2) over the next 12-18 months, with ample headroom under
the bank covenants. Moody's also expects that a combination of
Dean's existing cash and as well as cash it can internally
generate near term will be sufficient to cover all basic cash
needs, including working capital and CapEx over the next four
quarters. Post the IPO and Sale of Morningstar, senior secured
debt is substantially reduced with the repayment all its secured
term debt ( all of both the A and B tranches) and the company
faces no near term maturites.

The stable outlook reflects Moody's assumption that Dean will
pursue a more conservative financial policy than in the past,
which is appropriate given the lower margins, and more limited
diversity of the remaining business.

Ratings could be upgraded over time if Dean Foods can demonstrate
that it is able to sustain less volatility than it has in the past
in its fluid milk business, achieve greater cost efficiencies,
permanently reduce leverage below 3.5 times, and improve interest
coverage. A downgrade could result from declining cash flow,
deterioration in liquidity, volume declines that are not offset by
pricing and efficiency gains, leverage sustained above 5 times, or
any large debt funded shareholder returns or acquisitions.

The following ratings were downgraded:

- Corporate Family Rating to B1 from Ba3

- Probability of Default Rating to B1 from Ba3

The following rating was upgraded:

- Senior Secured Bank Credit facility to Ba2 (LGD 2, 23%) from
   Ba3 (LGD 3, 42%)

The following ratings were confirmed:

- Senior Unsecured at B2 (LGD 5, 73%)

The principal methodology used in rating Dean Foods was Global
Food - Protein and Agriculture Industry Methodology (published
September 2009) and available on www.moodys.com in the Rating
Methodologies sub-directory under the Research & Ratings tab.
Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found in the Rating
Methodologies sub-directory on Moody's website.

Dean Foods is the largest processor and distributor of milk and
various other dairy products in the United States. Headquartered
in Dallas, Texas, Dean Foods had sales of approximately $12.8
billion for the latest twelve months ending September 30, 2012,
but will have sales of closer to $9 billion after the spin-off of
WhiteWave and sale of Morningstar.


DEMCO INC: Has Acces to Cash Collateral Until Jan. 18
-----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
granted Demco, Inc., permission to continue using cash collateral
in which First Niagara Bank and Stephen L. Apple and Apple Rubber
Prodcuts, Inc., have or claim liens or security interests, through
Jan. 18, 2013.

As interim adequate protection, the Secured Creditors are granted
"rollover" replacement liens in post-petition assets of the
Debtor.

The interim usage of cash collateral authorized by this eleventh
interim order does not alter or modify the rights of Chartis
Claims, Inc., as agent for the Debtor's Surety Companies, such
that Chartis' current rights in its collateral are adequately
protected.  The Bonded Contract funds, included but not limited to
the funds on the Turner Construction Company / Yankee Stadium
Demolition contract, are preserved and not to be utilized by the
Debtor as part of the Order.

A further hearing on the Debtors' Cash Collateral Motion will be
held on Jan. 16, 2013, at 10:00 a.m.

In a ninth interim order dated Dec. 5, 2012, the Debtor received
authorization to use the Secured Creditors' cash collateral until
Dec. 14, 2012.

In a tenth interim order dated Dec. 12, 2012, the Debtor received
authorization to use the Secured Creditors' cash collateral until
Dec. 29, 2012.

                         About Demco Inc.

Demco, Inc., aka Decommissioning & Environmental Management
Company, is a specialty trade contractor based in West Seneca, New
York, which provides demolition services, nuclear work,
environmental clean-up, disaster response and a variety of other
services throughout the United States and, on a project-by-project
basis, internationally.  Some of Demco's better known demolition
projects in the past have included the Rocky Flats Nuclear Power
Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial
Auditorium, and the Sunflower Army Ammunition Plant.

Demco filed for Chapter 11 protection (Bankr. W.D. N.Y. Case No.
12-12465) on Aug. 6, 2012.  Bankruptcy Judge Michael J. Kaplan
presides over the case.  Daniel F. Brown, Esq., at Andreozzi,
Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represent the
Debtor in its restructuring effort.  The Debtor estimated assets
and debts at $10 million to $50 million.  The petition was signed
by Michael J. Morin, controller.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
creditors to serve on the Official Committee of Unsecured
Creditors.


DEWEY & LEBOEUF: Asks Court to Approve Revised Grimaldi PCP
-----------------------------------------------------------
Dewey & LeBoeuf LLP asks the U.S. Bankruptcy Court for the
Southern District of New York to approve the Debtors' settlement
agreement with Grimaldi Studio Legale, the settlement agreement
with Legale Gattai Minoli & Partners (the "Gattai PCP"), and the
Asset Agreement with Grimaldi.

On Oct. 9, 2012, the Court approved a partner contribution plan
and settlement agreement with Grimaldi (the "Grimaldi PCP"), which
required, inter alia, the consummation and approval of an "asset
settlement agreement" as a condition to the effectiveness of the
Grimaldi PCP.

The PCP signed by Grimaldi is substantially based on the form
of PCPs generally executed by Participating Partners, with the
primary differences including: (i) Grimaldi being the primary
obligor of the Partner Contribution Amounts under the agreement;
(ii) Grimaldi Participating Partners being required to execute
mutually acceptable forms of guaranty in connection with their
respective Partner Contribution Amounts by Sept. 15, 2012; and
(iii) the Parties' obligations under the agreement being
conditioned upon approval of a separate "Asset Settlement
Agreement," whereby the Debtor will waive its rights in certain
disputed property, including the pre-petition accounts
receivable, work in progress and unfinished business claimed by
the Firm in return for a further payment by Grimaldi.  The Asset
Settlement Agreement must be acceptable to the Secured Lenders and
the Official Creditors Committee.

Pursuant to the original Grimaldi PCP, Grimaldi agreed to
contribute 5,324,751 Euro to the Debtor's estate.

During the time needed to finalize the asset settlement agreement,
however, certain partners in Grimaldi determined to leave the firm
(including some participants in the Grimaldi PCP), who then
proceeded to form Gattai, an independent legal association
organized under the laws of Italy, with its registered office in
Milan, Italy.

As a result of the Grimaldi-Gattai breakup, the Grimaldi PCP
agreement has been altered to, among other things, reduce the
Grimaldi contribution amount to 3,414,737 Euro and to reflect the
fact that Gattai will pay the balance of 1,910,014 Euro pursuant
to the Gattai PCP.  Thus, the total PCP contribution amount for
both settlements -- which continues to be based on the uniform
application of the PCP formula -- is exactly the same as that
which Grimaldi agreed to pay in August.  Grimaldi has also agreed
to pay an additional $1,000,000 to the Debtor's estate to settle
claims concerning certain disputed assets pursuant to the Asset
Agreement.

The Debtor says the Official Committee of Unsecured Creditors and
Secured Lenders holding a majority in amount of the Secured Lender
Claims support the motion.

The hearing to consider the motion will be heard on Jan. 24, 2013,
at 10:00 a.m.  Objections are due not later than 4:00 p.m. on
Jan. 17, 2013.

The Debtors also request the Court to approve the Letter
Agreements concerning the PCPs as they pertain to two of the
Debtor's former Parners, Gavin Watson and Chris P. Sioufi (the
"Settling Dubai Partners').  The Settling Dubai Partners were
formerly residents in the Debtor's branch office in Dubai, the
United Arab Emirates.

The Dubai Liquidator has frozen the only remaining asset of the
Dubai Office -- a funded bank account from which severance and
other local claims will be paid, including pre-petition severance
claims filed individually by the Settling Dubai Partners of
approximately $923,000 each (the "GW/CS Claims") against the Dubai
Office.

The salient terms of the Letter Agreements are:

   -- The Settling Dubai Partners will withdraw the GW/CS Claims
from the Dubai Liquidation.

   -- As a result of the withdrawal of the GW/CS Claims, the Dubai
Liquidator will after paying certain preferred or unsecured local
creditors, send the balance of the proceeds of the Dubai
Liquidation, if any, to the Debtor.

   -- The Debtor agrees that fifty percent (50%) of the balance
received by the Debtor from the Dubai Liquidator under the Dubai
Liquidation, if any, will be credited to the Settling Dubai
Partners as payment towards their Partner Contribution Amounts
payable under their PCPs.  In the event the Debtor does not
receive any balance, the Settling Dubai Partners will remain
participants in the PCPs and each will be responsible for the
payment of their respective full Partner Contribution Amount.

   == On the Effective Date, the PCP Credit, to the extent
applicable, will be allocated equally between the two Settling
Dubai Partners with respect to their Partner Contribution Amounts.

   -- Except as otherwise modified in the Letter Agreements, all
other provisions of the PCPs will remain unchanged.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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


DUMA ENERGY: Incurs $37.8MM Net Loss in Quarter Ended Oct. 31
-------------------------------------------------------------
Duma Energy Corp., formerly Strategic American Oil Corporation,
filed with the U.S. Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss of $37.87
million on $2.02 million of revenue for the three months ended
Oct. 31, 2012, compared with a net loss of $4.19 million on $1.56
million of revenue for the same period during the prior year.

The Company's balance sheet at Oct. 31, 2012, showed $27.69
million in total assets, $16.64 million in total liabilities and
$11.04 million in total stockholders' equity.

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

                        http://is.gd/B8N5iA

                         About Duma Energy

Corpus Christi, Tex.-based Duma Energy Corp. --
http://www.duma.com/-- formerly Strategic American Oil
Corporation, is a growth stage oil and natural gas exploration and
production company with operations in Texas, Louisiana, and
Illinois.  The Company's team of geologists, engineers, and
executives leverage 3D seismic data and other proven exploration
and production technologies to locate and produce oil and natural
gas in new and underexplored areas.

Duma Energy incurred a net loss of $4.57 million for the year
ended July 31, 2012, compared with a net loss of $10.28 million
during the prior fiscal year.


DUNE ENERGY: To Raise $30MM in Shares Sale to Insiders
------------------------------------------------------
Dune Energy, Inc., has entered into an agreement with each of its
major shareholders to sell 18,749,997 new shares of common stock
at $1.60 per share for total proceeds of $30 million to be used to
fund working capital for the company's planned 2013 drilling
program.  Including this issuance of common stock, there are
currently roughly 59 million shares outstanding.  Subject to
certain conditions or upon the occurrence of certain events, Dune
may issue and the major shareholders may purchase up to an
additional 12.5 million shares of common stock in two equal
tranches, also at $1.60 per share.

In connection with the financing, Dune received the right, but not
the obligation, to offer Dune's non-participating shareholders the
option to make a one-time proportional purchase of the Company's
Common Stock at a purchase price of $1.60 per share.  The Company
is also obligated to file a Shelf Registration Statement within 30
days of the closing of this agreement.

James A. Watt, president and chief executive officer of the
Company commented, "We are very pleased that our major investors
recognized the potential of our asset base and made a significant
financial commitment to investing in our drilling program.  The
increased liquidity associated with this investment will allow us
to initiate a program to more fully evaluate the upside potential
of our assets."

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $60.41 million in 2011,
compared with a net loss of $75.53 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$241.08 million in total assets, $118.88 million in total
liabilities and $122.19 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


DYNEGY INC: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating,
B2 Probability of Default Rating and SGL-3 Speculative Grade
Liquidity Rating to Dynegy Inc. The rating outlook for Dynegy is
stable.

Concurrently, Moody's affirmed Dynegy Power, LLC's (GasCo) senior
secured term loan rating at B2 and revised its rating outlook to
stable from positive.

Ratings Rationale

"The ratings assigned [Fri]day consider headwinds facing Dynegy,
including the current low power price environment in which it
operates, the near-term maturity of two in-the-money power
contracts and an indication that consolidated cash flows will
decline over the near-term" said Moody's Vice President Scott
Solomon. "Voluntary debt reduction completed late last year and
anticipated future revenue from the sale of generating capacity
provides support for the B2 rating," added Mr. Solomon.

Dynegy indirectly owns approximately 10,000 megawatts of
generating capacity through two wholly-owned operating
subsidiaries. Specifically, GasCo owns approximately 7,000
megawatts of gas-fired generation in four distinct geographical
power markets, while Dynegy Midwest Generation, LLC (CoalCo) owns
3,000 megawatts of coal-fired capacity in Illinois. The only debt
outstanding are term loans at these legal entities totaling
approximately $1.4 billion, down from $1.7 billion at September
30, 2012. This debt may be refinanced at the Dynegy level during
2013.

Dynegy primarily sells the electricity generated by its coal-fired
generation into the Midwest Independent System Operator or MISO
wholesale power market at market-determined price levels. The MISO
power pool remains fairly oversupplied which, combined with weak
electric demand and low fuel costs, has resulted in price levels
at-or-near historical lows. This has resulted in poor historical
financial performance; Dynegy's coal portfolio generated negative
cash flow during the first nine months of 2012.

Moreover, two significant contractual sources of cash flow are
scheduled to mature over the next 24 months. This includes
California-based Moss Landing (Units 6&7), which has one -year
remaining on its long-term tolling arrangement, while its New
York-based Independence plant has a contractual arrangement
expiring in late 2014.

In Moody's opinion, Dynegy will be hard pressed to re-contract
these assets which is the primary driver for an expected declining
cash flow trend. Moody's current expectation is for Dynegy to
generate consolidated cash flows before changes in working capital
items (CFO pre-WC) in a range of $155-175 million in 2013, $60-80
million in 2014 and a potentially lower amount in 2015. These
results are expected to yield key financial metrics of CFO pre-WC
to debt and interest coverage in a range of 5-7% and 1.5-1.7
times, respectively, in 2014, levels which Moody's views
commensurate with a B2 Corporate Family Rating. We would need to
see key consolidated financial metrics of CFO pre-WC to debt and
interest coverage in excess of 8% and 1.8 times, respectively, on
a sustainable basis to consider an upgrade of Dynegy's Corporate
Family Rating.

The revision of GasCo's rating outlook to stable from positive
reflects the expected decline in its cash flow and key financial
metrics given the expiration of the above cited contracts.

Dynegy's speculative grade liquidity rating of SGL-3 reflects
Moody's expectation that the company will maintain an adequate
liquidity profile over the next 4-quarter period as a result of
the maintenance of acceptable cash balances given the current lack
of an external committed source of liquidity. Unrestricted
consolidated cash balances currently stand at approximately $400
million.

Issuer: Dynegy Inc.

  Ratings Assigned:

   Probability of Default Rating, B2;

   Corporate Family Rating, B2

   Speculative Grade Liquidity Rating, SGL-3

Issuer: Dynegy Power, LLC

  Ratings Affirmed:

   Senior Secured Term Loan rating, B2

  Ratings Withdrawn:

   Probability of Default Rating, B2

   Corporate Family Rating, B2

   Speculative Grade Liquidity Rating, SGL-3


EAST COAST DIVERSIFIED: Star City Discloses 9% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Star City Capital, LLC, disclosed that, as of
Jan. 2, 2013, it beneficially owns 176,503,200 shares of common
stock of East Coast Diversified Corp. representing 9.02% of the
shares outstanding.  A copy of the filing is available at:
http://is.gd/hbpoIr

                    About East Coast Diversified

East Coast Diversified Corporation, headquartered in Marietta,
Georgia, through its majority owned subsidiary, EarthSearch
Communications International, Inc., offers a portfolio of GPS
devices, RFID interrogators, integrated GPS/RFID technologies and
Tag designs.

As reported in the TCR on April 20, 2012, Drake & Klein CPAs, in
Clearwater, Fla., expressed substantial doubt about East Coast
Diversified's ability to continue as a going concern, following
the Company's results for the fiscal year ended Dec. 31, 2011.
The independent auditors noted that the Company has not generated
revenue and has not established operations.

The Company's balance sheet at June 30, 2012, showed $2.49 million
in total assets, $3.15 million in total liabilities, $1.10 million
in contingent acquisition liabilities, $709,122 in amounts payable
in common stock, $381,835 in derivative liability, and a
$2.85 million total stockholders' deficit.


EASTBRIDGE INVESTMENT: Attended SeeThruEquity Conference in NY
--------------------------------------------------------------
EastBridge Investment Group Corporation announced that management
teams of EastBridge and Cellular BioMedicine Group, Ltd, attended
an investor conference held in New York city on Dec. 4, 2012,
organized by SeeThruequity.

Keith Wong, CEO of EastBridge, commented, "Led by a team of
seasoned management personnel and scientists, CBMG has developed
cellular medicine technologies featuring autologous and allogeneic
platforms.  In collaboration with multiple Chinese AAA hospitals,
CBMG has a pipeline of clinical trials including treatments for
knee osteoarthritis, rheumatoid arthritis and lupus disease.  Its
cancer treatment therapies under development feature cytokine-
induced killer (CIK) cells.  In addition, it is also working on a
tumor cell targeted dendritic cells (TC-DC) clinical trial on
liver cancer."

Steve Liu, CEO of CBMG, added, "We are very happy to see the
response from the conference attendees to our presentation.
Overall, we believe that our multiple platforms of stem cell based
future products offer CBMG an engine for future growth."

A copy of the presentation is available at http://is.gd/J6F5Sx

                     About EastBridge Investment

Scottsdale, Arizona-based EastBridge Investment Group Corporation
provides investment related services in Asia and in the United
States, with a strong focus on the high GDP growth countries, such
as China, Australia and the U.S.

EastBridge is one of a small group of United States companies
solely concentrated in marketing business consulting services to
closely held, small to mid-size Asian and American companies that
require these services for expansion.

Tarvaran Askelson & Company, LLP, in Laguna Niguel, California,
expressed substantial doubt about EastBridge Investment's ability
to continue as a going concern, following its audit of the
Company's financial statements for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred significant losses and that the Company's viability is
dependent upon its ability to obtain future financing and the
success of its future operations.

The Company's balance sheet at Sept. 30, 2012, showed $6.7 million
in total assets, $4.5 million in total liabilities, and
stockholders' equity of $2.2 million.


ELCOM HOTEL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Elcom Hotel & Spa, LLC
        dba One Bal Harbour Resort & Spa
        10295 Collins Avenue
        Bal Harbour, FL 33154

Bankruptcy Case No.: 13-10029

Chapter 11 Petition Date: January 2, 2013

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Charles W. Throckmorton, Esq.
                  KOZYAK TROPIN & THROCKMORTON, P.A.
                  2525 Ponce De Leon Boulevard, #9th Floor
                  Miami, FL 33134
                  Tel: (305) 377-0655
                  Fax: (305) 372-1800
                  E-mail: cwt@kttlaw.com

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

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

The petitions were signed by Thomas D. Sullivan, manager of
Elevation Communities, LLC, manager of debtor.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Elcom Condominium, LLC                13-10031         1/02/2013
   Assets: $1,000,001 to $10,000,000
   Debts: $1,000,001 to $10,000,000

A. A copy of Elcom Condominium 's list of its seven largest
unsecured creditors is available for free at
http://bankrupt.com/misc/flsb13-10031.pdf

B. Elcom Hotel's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Valleycrest Landscape              Trade Debt              $56,076
Maintenance, Inc.
c/o Amanda Simmons, Esq.
Shutts & Bowen LLP
300 South Orange Avenue, Suite 1000
Orlando, FL 32801

Hilcraft Engraving, Inc.           Default Final Judgment   $9,608
3960 N.W. 26 Street
Miami, FL 33142

10295 Collins Avenue Hotel,        Claims for Breach       Unknown
Condominium Association, Inc.
c/o Jeffrey J. Pardo, Esq.
2 South Biscayne Boulevard, Suite 2475
Miami, FL 33131

10295 Collins Avenue Hotel,        Unpaid Assessments      Unknown
Condominium Association, Inc.

10295 Collins Avenue Hotel,        Claims for Breach       Unknown
Condominium Association, Inc.

10295 Collins Avenue Hotel,        Unpaid Assessments      Unknown
Condominium Association, Inc.

10295 Collins Avenue Hotel,        Rental Management       Unknown
Condominium Association, Inc.      Income

Bal Harbour 1017, LLC              Rental Management       Unknown
                                   Income

Florida Dept. of Revenue           Sales and Use Tax       Unknown
                                   Claim

Florida Dept. of Revenue           Payroll and             Unknown
                                   Unemployment Tax Claims

Freshpoint South Florida, Inc.     Claims                  Unknown

HSA Investments I, HSA Investments Claims for Breach       Unknown
II and HSA Investments III

Internal Revenue Service           Tax Claim               Unknown

Jorge J. Perez, Receiver           Receiver's Fee          Unknown

McDonald Hopkins LLC               Legal Fees              Unknown

Miami-Dade Tax Collector           Real Property Taxes     Unknown

OBH Investment Properties, Inc.    Rental Management       Unknown
                                   Income

Spa Ghawdex                        Management Fees         Unknown

Terence Owen                       Damages to Vehicle      Unknown

Yeager Management Group, LLC       Management Fees         Unknown


ENDO HEALTH: Litigation Charge No Effect on Moody's Ba2 Rating
--------------------------------------------------------------
Moody's Investors Service commented that recent developments
affecting Endo Health Solutions Inc. related to a new litigation
charge and pending generic competition for Opana are credit
negative. However, there is currently no change to Endo's Ba2
Corporate Family Rating or the stable rating outlook.

"We anticipate debt/EBITDA of approximately 3.0 times over the
near-term, in-line with Moody's expectations for Endo's Ba2
rating. However, Endo's flexibility to absorb leverage above 3.0
times at the Ba2 rating level is somewhat slim," stated Michael
Levesque, Moody's Senior Vice President.

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

Headquartered in Chadds Ford, Pennsylvania, Endo Health Solutions
is a U.S.-focused specialty healthcare company offering branded
and generic pharmaceuticals, medical devices and services. Endo's
key areas of focus include pain management, urology, oncology and
endocrinology. For the twelve months ended September 30, 2012,
Endo reported net revenues of $3.0 billion.


ENERGY FUTURE: CEO Annual Salary Raised to $1.35 Million
--------------------------------------------------------
The Organization and Compensation Committee of the Board of
Directors of Energy Future Holdings Corp. approved changes to the
compensation of John F. Young, the president and chief executive
officer of EFH Corp., and Paul M. Keglevic, the executive vice
president and chief financial officer of EFH Corp.

The Committee increased Mr. Young's base salary to $1,350,000 per
year, and increased his target award under the EFH Corp. Executive
Annual Incentive Program to 125% of his base salary.  Mr. Young
and EFH Corp. entered into an Amended and Restated Employment
Agreement, effective Dec. 26, 2012, setting forth the foregoing
changes.  The Committee also increased Mr. Keglevic's base salary
to $735,000 per year, effective Dec. 26, 2012.

On Dec. 27, 2012, Jeffrey Liaw notified the Company of his
resignation from the Board of Directors effective Dec. 31.

                         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.


EVPP LLC: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------
Debtor: EVPP, LLC
        fdba Eagle View Professional Park
        9569 Fox Creek Lane
        Mason, OH 45040

Bankruptcy Case No.: 13-10005

Chapter 11 Petition Date: January 2, 2013

Court: United States Bankruptcy Court
       Southern District of Ohio (Cincinnati)

Judge: Burton Perlman

Debtor's Counsel: Norman L. Slutsky, Esq.
                  SLUTSKY & SLUTSKY CO. L P A
                  9403 Kenwood Rd., Suite D100
                  Cincinnati, OH 45242
                  Tel: (513) 793-5560
                  E-mail: nslutsky@fuse.net

Scheduled Assets: $3,016,000

Scheduled Liabilities: $2,042,625

A list of the Company's five unsecured creditors, filed together
with the petition, is available for free at
http://bankrupt.com/misc/ohsb13-10005.pdf

The petition was signed by Robert Rockenfield, sole member.


FORT LAUDERDALE: Unsecureds to Receive $4,166 Initial Distribution
------------------------------------------------------------------
Fort Lauderdale Boatclub, Ltd., filed with the U.S. Bankruptcy
Court for the Southern District of Florida a Disclosure Statement
explaining the proposed Plan of Reorganization dated Nov. 15,
2012.

According to the Disclosure Statement, the Plan provides for the
following treatment of claims, among other things:

   1. The allowed secured claim of EverBank, a Federal Savings
Bank, as successor in interest to BOF-Southwest, by virtue of
having purchased certain assets of BOFSouthwest from the FDIC,
will be paid and satisfied by the Debtor after the Effective Date
in accordance with the Restructured Loan Instruments.

   2. The allowed General Unsecured Claims, which includes the
Deficiency Claim, will be satisfied by periodic distributions to
the holders of each allowed Unsecured Claim on a pro rata basis
with the holders of all Allowed Unsecured Claims.  The initial
Distribution to holders of Allowed Unsecured Claims hereunder will
be made from the Available Cash generated from and constituting
property of the estate within 20 days after the Effective Date by
the Reorganized Debtor and all future Distributions will be made
from the Reorganized Debtor on the respective Distribution Dates.
The initial distribution will be in the amount of $4,166 and
subsequent distributions will be monthly in the amount of $4,166
for a period of 24 months, but not to exceed the sum of $100,000.

   3. The allowed Subordinated Claims will be satisfied by
periodic Distributions to the holders of such Allowed Subordinated
Claims on a pro-rata basis with the holders of all Allowed
Subordinated Insider Claims.

   4. The allowed Equity Interests in the Debtor will be
extinguished and canceled as of the Effective Date and New
Partnership Interests in the Reorganized Debtor will be issued on
the Effective Date, or as soon thereafter as is practicable.  The
Reorganized Debtor will be composed of New Partnership Interests.
The Partnership Agreement of the Reorganized Debtor will be
amended, if necessary, in accordance with Article V (3) and (4) of
the Plan in order to effectuate any provisions of the Plan with
respect to Allowed Equity Interests.

The Plan will be funded with the available cash, rent revenue
accounts and rents upon and following the Effective Date and other
assets as may be recovered by the Reorganized Debtor under the
Plan.  After the Effective Date, any surplus from the rent revenue
accounts, after payment of administrative claims, and post-
confirmation rents collected by the Reorganized Debtor from the
operations of the Marina Property will be deposited into a Reserve
Account(s) to be established and vested with the Reorganized
Debtor.

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

                  About Fort Lauderdale BoatClub

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

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

No creditors' committee has yet been appointed in this case.


FREDERICK'S OF HOLLYWOOD: Amends Employment Pacts With CEO, CFO
---------------------------------------------------------------
Frederick's of Hollywood Group Inc. entered into amendments to the
employment agreements with each of Thomas Lynch, the Company's
Chairman of the Board and chief executive officer, and Thomas
Rende, the Company's chief financial officer.

Mr. Rende's term of employment was extended through Dec. 31, 2013.
Each of Messrs. Lynch and Rende's employment agreements also was
amended to provide that if (1) a "change of control" occurs and
(2) within 24 months thereafter, the executive is terminated by
the Company without "cause" or by the executive for "good reason",
or the executive's employment as an "at will" employee is
terminated following the expiration of the term in which the
agreement has not been renewed, the Company will pay the executive
an amount equal to 125% of the executive's base salary, in
addition to all other compensation and benefits otherwise to be
paid pursuant to the respective employment agreements.

The terms of the employment agreement amendments were approved by
the Company's Board of Directors and Compensation Committee.

                   About Frederick's of Hollywood

Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.

Frederick's of Hollywood sought bankruptcy in July 10, 2000.  On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.

The Company incurred a net loss of $6.43 million for the year
ended July 28, 2012, compared with a net loss of
$12.05 million for the year ended July 30, 2011.

The Company's balance sheet at Oct. 27, 2012, showed $42.66
million in total assets, $48.44 million in total liabilities and a
$5.77 million total shareholders' deficiency.


FRIENDSHIP DAIRIES: Has Interim OK to Hire M. Wishkaemper as CPA
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
granted Friendship Dairies permission to employ Johnson, Miller &
Co., specifically Mike Wischkaemper, to provide accounting
services to the Debtor, provided that Johnson, Miller & Co.,
within 10 days of the order, waive its right to vote for or
against any Chapter 11 Plan proposed in the Debtor's case.

The United States Trustee and secured creditor AgStar
Financial Services, ACA, objected to the application.  The Order
cites: "The dispute among the parties arises from the fact that
Johnson, Miller & Co. has a claim of $79,137 for prepetition
services provided to the Debtor.  As a prepetition creditor,
Johnson, Miller & Co. is not disinterested as defined under
Section 101(14)(A) of the Bankruptcy Code and is thereby arguably
disqualified from employment under Section 327(a) of the
Bankruptcy Code."

Judge Robert L. Jones made reference however to Section 1107(b) of
the Bankruptcy Code which provides that "[n]otwithstanding Section
327(a) of this title, a person is not disqualified for employment
under Section 327 of this title by a debtor in possession solely
because of such person's employment by or representation of the
debtor before the commencement of the case."

As reported in the TCR on Oct. 30, 2012, Mr. Wischkaemper has been
Debtor's certified professional accountant since 2003, over which
time Mr. Wischkaemper has provided general accounting services,
including bookkeeping and tax return and financial statement
preparation.  Mr. Wischkaemper's hourly rate is $260, and
associate accountants charge $80 to $150 per hour.  Other than a
balance of $79,137 for prepetition services, Johnson, Miller &
Co., represents no interest adverse to Debtor as debtor-in-
possession or to the estate in the matters upon which it is to be
engaged.

                      About Friendship Dairies

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

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

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

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


FRONTLINE TECHNOLOGIES: Makes Assignment Into BIA Bankruptcy
------------------------------------------------------------
Frontline Technologies Inc., a provider of technology-based equity
and options trading services, on Jan. 7 disclosed that, after
consideration of all viable alternatives and management's
determination that there is no reasonable prospect for a viable
proposal to Frontline Technologies Inc.'s creditors, it is in the
best interests of Frontline Technologies Inc. and its stakeholders
for Frontline Technologies Inc. to make an assignment into
bankruptcy under the Bankruptcy and Insolvency Act (the "BIA").

Accordingly, on Thursday, January 3, 2013, Frontline Technologies
Inc. filed an assignment into bankruptcy with the Official
Receiver of all of Frontline Technologies Inc.'s property for the
general benefit of its creditors pursuant to the BIA (the
"Assignment"), which Assignment became effective Friday, January
4th, 2013.

Frontline Technologies Inc. made this decision with the unanimous
approval of its Board of Directors after thorough consultation
with its advisors and extensive consideration of all other
alternatives.

In connection with the Assignment, Keith Harris, Hoss Astaraki and
Ian Camacho announced their resignation as Directors of Frontline
Technologies Inc. The remaining Directors of Frontline
Technologies Inc. are expected to resign.

Frontline Technologies Inc.'s wholly-owned subsidiary, Frontline
Technologies Corporation (the "Subsidiary"), which offers IT
infrastructure support and managed services, continues to work
diligently to formulate a proposal to its creditors. T he
Subsidiary's normal day-to-day IT infrastructure operations are
expected to continue without interruption.

Pursuant to the Assignment, Duff & Phelps Canada Restructuring
Inc. has been appointed as trustee in bankruptcy of Frontline
Technologies Inc.'s estate (in such capacity, the "Trustee").  All
inquiries regarding the BIA proceedings should be directed to the
Trustee (Noah Goldstein - 416-932-6207).  Information about the
BIA proceeding will be available on the Trustee's Web site at
http://www.duffandphelps.com/restructuringcases

                About Frontline Technologies Inc.

Frontline Technologies Inc. is a provider of trading technology
services for equities and options and also offers IT
infrastructure support and managed services.


GATEHOUSE MEDIA: Executives Get $1.5 Million in 2012 Bonuses
------------------------------------------------------------
GateHouse Media, Inc., declared annual cash bonuses to certain
executive officers on Dec. 26, 2012.  The bonuses were to be paid
out before the end of the 2012 calendar year.

  Executive Officer                         Cash Bonus
  -----------------                         ----------
  Michael E. Reed                             $800,000
  Chief Executive Officer

  Kirk Davis                                  $350,000  
  Chief Operating Officer

  Polly Grunfeld Sack                         $140,000  
  SVP, Secretary and General Counsel

  Melinda A. Janik                            $125,000  
  Chief Financial Officer

  Mark Maring                                  $80,000
  Treasurer

                       About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

The Company reported a net loss of $22.22 million for the year
ended Jan. 1, 2012, a net loss of $26.64 million for the year
ended Dec. 31, 2010, and a net loss of $530.61 million for the
year ended Dec. 31, 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$480.43 million in total assets, $1.30 billion in total
liabilities, and a $829.10 million total stockholders' deficit.

                        Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's ability to make payments on its indebtedness as required
depends on its ability to generate cash flow from operations in
the future.  This ability, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory
and other factors that are beyond the Company's control.

There can be no assurance that the Company's business will
generate cash flow from operations or that future borrowings will
be available to the Company in amounts sufficient to enable it to
pay its indebtedness or to fund our other liquidity needs.
Currently the Company does not have the ability to draw upon its
revolving credit facility which limits its immediate and short-
term access to funds.  If the Company is unable to repay its
indebtedness at maturity the Company may be forced to liquidate or
reorganize its operations and business under the federal
bankruptcy laws.


GENE CHARLES: Wants OK to Enter Into Pipeline Deals with AMS
------------------------------------------------------------
Gene Charles Valentine Trust asks the U.S. Bankruptcy Court for
the Northern District of Western Virginia for authorization to
enter into Pipeline Right-of-Way Agreements, Roadway Easement
Agreements, and Surface Use Agreements with Appalachia Midstream
Services, L.L.C. ("AMS") and to use the cash collateral proceeds
of the Pipeline Agreements, inter alia, to fund the Debtor's
administrative Chapter 11 expenses, trustee's fees, as well as
costs of operations.

                Subsurface Assets; Oil & Gas Leases

According to papers filed by the Debtor with the Court, there is
believed to exist certain oil, gas and coalbed methane gas, and
associated hydrocarbons ("Subsurface Assets") on both the Debtor's
Aspen Manor and Peace Point properties.  Prepetition, the Debtor
entered into certain oil, gas and coalbed methane leases with
Great Lakes Energy Partners, LLC, and then Chesapeake Appalachia,
LLC, as assignee and lessee pertaining to the Subsurface Assets on
both the Aspen Manor and Peace Point properties.

Pursuant to the Aspen Manor Oil & Gas Lease, dated Feb. 28, 2008,
the Debtor agreed to lease exclusively to the lessee certain
tracts on Aspen Manor for the purposes of exploring for drilling,
producing and removing the all Subsurface Assets, along with the
right to survey and transport such production.  The Debtor was
paid an upfront "paid-up delay rental" and was to be given a 14%
royalty of all production.  The term of the Aspen Manor Oil & Gas
Leases was for five (5) years and so much longer as the Subsurface
Assets are produced on Aspen Manor.

On Oct. 15, 2012, the Debtor sought the Court's authorization to
(i) assume certain executory contracts with Chesapeake Appalachia
LLC and (ii) obtain authority to sell, use, or lease certain of
Debtor's oil, gas and coalbed methane assets, including those
relating to Aspen Manor (the "Chesapeake Motion")

Catholic Financial Life, one of the Debtor's secured creditors,
filed on Oct. 25, 2012, a limited objection to the Chesapeake
Motion.  Catholic Financial has a security interest in the Aspen
Manor properties (including acreage that will be disturbed by the
construction of the pipeline and road) as well as apparently the
Subsurface Assets underneath such Aspen Manor properties.
Catholic Financial also has a security interest in the rents and
royalties or other proceeds from the Aspen Manor properties and
Subsurface Assets.

As set forth on the Debtor's Schedules, as of the Petition Date,
the Debtor owes $1,532,924.60 of secured debt to Catholic
Financial Life.

The Debtor and Catholic Financial Life will be filing a
Stipulation and Agreed Order resolving the limited objection of
Catholic Financial Life to the Chesapeake Motion pursuant to which
the Parties intend to seek authorization to assume pursuant to
Bankruptcy Code Section 365 the Aspen Manor Oil & Gas Lease
executed by and between Chesapeake and the Debtor and to extend
the terms of such lease for an additional two years.

                      The Pipeline Agreements

Currently, in conjunction with the proposed drilling by Chesapeake
on Aspen Manor in accordance with the Aspen Manor Oil & Gas Lease,
AMS wishes to construct at least two pipelines on parcels
surrounding the Aspen Manor Resort as well as an access road on
the Aspen Manor property, pursuant to those certain proposed
Pipeline Agreements.

Obtaining Court approval of the Chesapeake Motion is a necessary
condition precedent for the construction of the AMS pipelines and
road.  Upon information and belief, Chesapeake works exclusively
with AMS to construct all of its pipelines and roads for drilling.

As soon as the Pipeline Agreements are signed, the Debtor upfront
will receive 10% of the contract price immediately, totaling
approximately $22,000.  AMS will pay the remaining monies due
($188,000) to the Debtor after construction has started, which may
be as early as December of 2012 or January of 2013 (in next 60 to
90 days).

              Limited Objection of Catholic Financial

On Nov. 21, 2012, Catholic Financial Life filed a limited
objection to the Debtor's emergency motion to enter into the
Pipeline Agreements with AMS and to use cash collateral proceeds
from the Pipeline Agreements.

Catholic Financial does not necessarily object to the Debtor's
request to enter into the Pipeline Agreements.  CFL, however,
objects to the motion in so far as the Debtor seeks to enter into
the Pipeline Agreements "free and clear" of CFL's interests
including the Deed of Trust on the Aspen Manor Property.

CFL also objects to the allocation of the Proceeds which are CFL's
cash collateral.

According to CFL, the Parties are currently working on a
Stipulation and Agreed Order to resolve its objections regarding
Debtor entering into the Pipeline Agreements and the use and
application of the Proceeds and hope to provide the Court with
this amicable resolution in the near future.

                   About Gene Charles Valentine

A business trust created by investment advisor and broker-dealer
agent Gene Charles Valentine sought Chapter 11 bankruptcy
protection (Bankr. N.D. W.Va. Case No. 12-01078) in Wheeling, West
Virginia on Aug. 9, 2012.  The Gene Charles Valentine Trust owns
commercial and real estate properties in West Virginia, the
Financial West Group, the Peace Point Equestrian Center and the
Aspen Manor.  The Debtor disclosed in its schedules $34,101,393 in
total assets and $22,623,554 in total liabilities.

Financial West Investment Group, Inc., doing business as Financial
West Group -- http://www.fwg.com/-- is a firm with more than 340
registered representatives supervised by 44 Offices of Supervisory
Jurisdiction throughout the United States.  Financial West Group
is a FINRA, and SIPC member and SEC Registered Investment Advisor
(over $1 billion under control) that offers a full range of
financial products and services.  Its corporate office 32 member
staff is dedicated to providing registered representatives quality
service and technology to allow them to focus on best servicing
their investors needs.

Aspen Manor -- http://www.aspenmanorresort-- is a resort that
claims to be the "The Jewel of the Ohio Valley."  Along with its
architectural artistry, including hand-carved ceilings, the Manor
is filled will original art, statues, historic furniture and
artifacts.

Bankruptcy Judge Patrick M. Flatley oversees the case.  The Trust
hired Mazur Kraemer Law Inc., as bankruptcy counsel.


GENE CHARLES: Parties Ink Stipulation on Emergency Financing
------------------------------------------------------------
Debtor Gene Charles Valentine Trust and Respondent Gulf Coast Bank
and Trust Company have entered into a Stipulation and Agreed Order
which resolves the objection of Respondent to the emergency motion
of the Debtor to enter into post-petition financing agreement with
Gene Charles Valentine, filed Oct. 10, 2012, pursuant to 11 U.S.C.
Section 364 (a) or (b).

The Parties agreed:

   1. The Debtor will not make any postpetition loans or other
transfers to Peace Point Farm Equestrian Facility, LLC, or to
Delhi Development, LLC, dba Aspen Manor without further of the
Court.

   2. The Debtor will not make any postpetion loans or other
transfers for the payment of any present or past federal or state
income tax obligations of Gene Charles Valentine, without further
order of the Court.

   3. Gene Charles Valentine will at his discretion be authorized
by the Court to loan monies, interest free, to the Debtor on an
unsecured basis for the purposes of paying the actual and
necessary administrative costs and expenses of the Debtor that are
not able to be paid by the Debtor's various sources of income.

   4. Respondent will not object to the allowance of an
administrative claim for Gene Charles Valentine for monies lent to
the Debtor in compliance with this Stipulation and Agreed Order.

                   About Gene Charles Valentine

A business trust created by investment advisor and broker-dealer
agent Gene Charles Valentine sought Chapter 11 bankruptcy
protection (Bankr. N.D. W.Va. Case No. 12-01078) in Wheeling, West
Virginia on Aug. 9, 2012.  The Gene Charles Valentine Trust owns
commercial and real estate properties in West Virginia, the
Financial West Group, the Peace Point Equestrian Center and the
Aspen Manor.  The Debtor disclosed in its schedules $34,101,393 in
total assets and $22,623,554 in total liabilities.

Financial West Investment Group, Inc., doing business as Financial
West Group -- http://www.fwg.com/-- is a firm with more than 340
registered representatives supervised by 44 Offices of Supervisory
Jurisdiction throughout the United States.  Financial West Group
is a FINRA, and SIPC member and SEC Registered Investment Advisor
(over $1 billion under control) that offers a full range of
financial products and services.  Its corporate office 32 member
staff is dedicated to providing registered representatives quality
service and technology to allow them to focus on best servicing
their investors needs.

Aspen Manor -- http://www.aspenmanorresort-- is a resort that
claims to be the "The Jewel of the Ohio Valley."  Along with its
architectural artistry, including hand-carved ceilings, the Manor
is filled will original art, statues, historic furniture and
artifacts.

Bankruptcy Judge Patrick M. Flatley oversees the case.  The Trust
hired Mazur Kraemer Law Inc., as bankruptcy counsel.


GENE CHARLES: Wants Plan Filing Period Extended to Feb. 7
---------------------------------------------------------
Gene Charles Valentine Trust asks the Hon. Patrick M. Flatley of
the U.S. Bankruptcy Court for the Northern District of West
Virginia to extend the exclusive period to file a plan of
reorganization to Feb. 7, 2013, and the exclusive right to solicit
acceptances or rejections to that plan to April 7, 2013.

The Debtor's exclusive right to file a plan of reorganization
expired on Dec. 7, 2012, and its exclusive right to solicit
acceptances or rejections of any plan it proposes expires on
Feb. 7, 2013.

The Debtor commenced this case in response to efforts by one of
its secured creditors, Gulf Coast Bank & Trust Company, to sell at
public action certain of the Debtor's substantial assets.  Almost
immediately after the Debtor sought this Court's protection, Gulf
Coast moved to dismiss the Debtor's Chapter 11 case on the theory
the Debtor was not eligible for bankruptcy protection.  "While the
Debtor ultimately was successful in having that motion denied, the
reality is that defending that motion diverted the resources of
both the Debtor and its counsel from other tasks important to this
case, among them the formulating of a plan of reorganization," the
Debtor stated.

The Debtor said that it has found it necessary to involve the
Court in a discovery dispute arising out of Gulf Coast Bank's
refusal to timely produce documents that the Debtor seeks under
legitimate discovery requests; and, this is after the Debtor spent
significant hours timely pouring through volumes of documents in
order to be responsive to all of the discovery requests propounded
by Gulf Coast Bank.

The Debtor added that because the Dec. 24, 2012 Bar Date in this
case falls after the December 7th plan filing deadline, it is
necessary to provide additional time to permit the Debtor to
negotiate a plan with its various creditors.  Although many of the
scheduled claims are listed as disputed or un-liquidated, very few
proofs of claim have been filed as of this date.

The Debtor's business interests are multifaceted and complex.  It
took several weeks to prepare the Debtor's Schedules, even after
receiving a 14-day extension.  The Schedules were also
subsequently amended.

The Debtor assured the Court that it has made substantial progress
in negotiating contracts with oil & gas operators and servicers in
order to generate revenues arising out of the oil & gas assets
relating to the Debtor's Aspen Manor and Peace Point properties.
While certain of the motions are contested and pending resolution,
the Debtor is confident that a deal will be struck and the
handsome proceeds of these contracts will be used to fund the
proposed plan.

                        Dismissal Denied

In October 2012, Judge Patrick M. Flatley denied Gulf Coast Bank &
Trust Co.'s motion to dismiss Gene Charles Valentine Trust's
Chapter 11 case, consistent with the Court's order finding the
Debtor to be a "business trust" eligible for Chapter 11 bankruptcy
relief.

Gulf Coast lodged a request in Court seeking dismissal of the
Debtor's bankruptcy case, saying the case was not filed in good
faith with the intention of reorganizing the Debtor but rather for
the sole purpose of delay as admitted in its filings before the
Bankruptcy Court.  The bank contends the Gene Charles Valentine
Trust:

     -- is not a "person" as defined under section 101(41) of the
        Bankruptcy Code and thus is not entitled to be a debtor
        under section 109(a) of the Bankruptcy Code;

     -- is not a "corporation" as defined under section 101(9) of
        the Bankruptcy Code and thus is not entitled to be a
        debtor under section 109(a) of the Bankruptcy Code;

     -- is not a "business trust" as defined by recognized
        precedent in the Northern District of West Virginia,
        as described by the terms of the Declaration of Trust
        of the Gene Charles Valentine Trust itself, and by the
        statements made by Gene Charles Valentine himself under
        oath in various litigation pending in the United States
        District Court for the Northern District of West Virginia
        and in the Circuit Court for Brooke County, West Virginia.

                   About Gene Charles Valentine

A business trust created by investment advisor and broker-dealer
agent Gene Charles Valentine sought Chapter 11 bankruptcy
protection (Bankr. N.D. W.Va. Case No. 12-01078) in Wheeling, West
Virginia on Aug. 9, 2012.  The Gene Charles Valentine Trust owns
commercial and real estate properties in West Virginia, the
Financial West Group, the Peace Point Equestrian Center and the
Aspen Manor.  It estimated $10 million to $50 million in assets
and up to $10 million in liabilities.

Financial West Investment Group, Inc., doing business as Financial
West Group -- http://www.fwg.com/-- is a firm with more than 340
registered representatives supervised by 44 Offices of Supervisory
Jurisdiction throughout the United States.  Financial West Group
is a FINRA, and SIPC member and SEC Registered Investment Advisor
(over $1 billion under control) that offers a full range of
financial products and services.  Its corporate office 32 member
staff is dedicated to providing registered representatives quality
service and technology to allow them to focus on best servicing
their investors needs.

Aspen Manor -- http://www.aspenmanorresort-- is a resort that
claims to be the "The Jewel of the Ohio Valley."  Along with its
architectural artistry, including hand-carved ceilings, the Manor
is filled will original art, statues, historic furniture and
artifacts.

Bankruptcy Judge Patrick M. Flatley oversees the case.  The Trust
hired Mazur Kraemer Law Inc., as bankruptcy counsel.


GEOKINETICS INC: Common Stock Delisted From NYSE
------------------------------------------------
The NYSE MKT LLC filed a Form 25 with the U.S. Securities and
Exchange Commission regarding the removal from listing or
registration of Geokinetics Inc.'s common stock on NYSE.

Headquartered in Houston, Texas, Geokinetics Inc., a Delaware
corporation founded in 1980, is provides seismic data acquisition,
processing and integrated reservoir geosciences services, and
land, transition zone and shallow water OBC environment
geophysical services.  These geophysical services include
acquisition of 2D, 3D, time-lapse 4D and multi-component seismic
data surveys, data processing and integrated reservoir geosciences
services for customers in the oil and natural gas industry, which
include national oil companies, major international oil companies
and independent oil and gas exploration and production companies
worldwide.

The Company's balance sheet at June 30, 2012, showed
$410.85 million in total assets, $580.10 million in total
liabilities, $88.19 million of Series B-1 Senior Convertible
Preferred Stock, and a stockholders' deficit of $257.44 million.

                           *     *     *

In the Oct. 5, 2011, edition of the TCR, Moody's Investors Service
downgraded Geokinetics Holdings, Inc.'s (Geokinetics) Corporate
Family Rating (CFR) and Probability of Default Rating (PDR) to
Caa2 from B3.

"The downgrade to Caa2 is driven by Geokinetics' lower than
expected margins in its international markets, constrained
liquidity and weak leverage metrics," commented Andrew Brooks,
Moody's Vice-President.  "The negative outlook highlights the
company's continuing tight liquidity and weak financial metrics
even in an improved oil and gas operating environment."

As reported by the TCR on Oct. 3, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured ratings
on Geokinetics Holdings Inc. (Geokinetics) to 'CCC+' from 'B-'.
The rating action reflects uncertainty surrounding the costs,
damage to reputation, and effect on operations following a
liftboat accident in the Southern Gulf of Mexico that led to four
fatalities, including two Geokinetics employees and two
subcontractors.


GIDLAND CORP: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Gidland Corp.
        3571 Far West Boulevard, PMB 249
        Austin, TX 78731

Bankruptcy Case No.: 13-10002

Chapter 11 Petition Date: January 1, 2013

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Ron Satija, Esq.
                  HALL ATTORNEYS, PC
                  701 Brazos Street, Suite 500
                  Austin, TX 78701
                  Tel: (512) 551-3041
                  Fax: (512) 692-2833
                  E-mail: rsatija@hallattorneys.com

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000

The petition was signed by Mohammad Assadi, president.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Frost Bank                         Overdraft Fees           $3,000
3525 Far West Boulevard
Austin, TX 78731


GMX RESOURCES: Buys $10.2 Million Convertible Notes
---------------------------------------------------
GMX Resources Inc. closed a transaction wherein the Company
purchased from two holders of its 5.00% Senior Convertible Notes
due 2013 an aggregate principal amount of $8,587,000 of the Notes
at a price equal to the aggregate principal amount of the Notes
plus accrued and unpaid interest through Dec. 27, 2012.

Effective Dec. 31, 2012, the Company closed a separate transaction
wherein the Company purchased from two holders of its Notes an
aggregate principal amount of $1,667,000 of the Notes at a price
equal to the aggregate principal amount of the Notes plus accrued
and unpaid interest through Dec. 31, 2012.

                        About GMX Resources

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

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

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

                           *     *     *

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

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


GOOD DAY: Case Summary & Largest Unsecured Creditor
---------------------------------------------------
Debtor: Good Day Sunshine, LLC
        30 Bellona Arsenal Rd.
        Midlothian, VA 23113

Bankruptcy Case No.: 13-30017

Chapter 11 Petition Date: January 2, 2013

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtor's Counsel: Ronald A. Page, Jr., Esq.
                  RONALD PAGE, PLC
                  501 E. Franklin St., Suite #626
                  Richmond, VA 23219
                  Tel: (804) 562-8704
                  Fax: (804) 482-2427
                  E-mail: rpage@rpagelaw.com

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

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

In its list of 20 largest unsecured creditors, the Company wrote
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Plantation Group, LLC     Bank loan              $1,090,000
4029 Ironbound Rd.,
Suite 200
Williamsburg, VA 23188

The petition was signed by Leroy L. Anderson, III, manager.


GRANT FAMILY FARMS: Files for Chapter 7 Liquidation
---------------------------------------------------
Grant Family Farms in Wellington, Colorado, filed for Chapter 7
bankruptcy on Dec. 28.  Grant Family Farms --
http://grantfarms.com/-- is an organic Community Supported
Agriculture, or CSA, farm.

V. Richard Haro, writing for The Coloradoan, reports that the
owner, Andy Grant, declined to go into details about what led to
the filing, instead referring to a news release, but did indicate
that there will be more "interesting parts to this story."

"We are farmers; we will figure out a way," Mr. Grant told The
Coloradoan.  "We have farmed here in Colorado for 61 years; we
will figure out a way."

The farm closed last month and laid off more than 50 employees.

According to The Coloradoan, the bankruptcy petition lists the
farm's estimated assets between $500,001 and $1 million, with
estimated liabilities of $1 million to $10 million.  The farm's
creditors are listed in the 200 to 999 range.

The report also says Grant Farms is under court order to submit
its statement of financial affairs on Jan. 11.  There is a
creditors meeting set for Jan. 22, according to court records.


GRAYMARK HEALTHCARE: Hires Hein & Associates as Accountants
-----------------------------------------------------------
Graymark Healthcare, Inc., engaged Hein & Associates LLP as its
independent registered public accounting firm for the year ending
Dec. 31, 2012.

During 2012, the Company consulted with Hein regarding the process
for requesting accounting interpretation and guidance from the
Office of the Chief Accountant at the Securities and Exchange
Commission.  The Company provided Hein with the research and
analysis it performed for the accounting for a proposed
transaction and a draft of the submission to the Staff requesting
guidance on the proposed accounting.  Hein did not provide any
information or guidance to the Company that was a factor in the
Company's determination of the appropriate accounting for the
proposed transaction.

                     About Graymark Healthcare

Graymark Healthcare, Inc., headquartered in Oklahoma City, Okla.,
provides care management solutions to the sleep disorder market.
As of June 30, 2012, the Company operated 107 sleep diagnostic and
therapy centers in 10 states.

The Company's balance sheet at Sept. 30, 2012, showed $19.68
million in total assets, $24.29 million in total liabilities and a
$4.60 million total deficit.

As of Sept. 30, 2012, the Company had an accumulated deficit of
approximately $44.5 million and reported a net loss of
approximately $9.4 million for the nine months then ending.  In
addition, the Company used approximately $3.7 million in cash from
operating activities from continuing operations during the nine
months ending Sept. 30, 2012.  In August 2012, the Company
executed a definitive agreement to purchase Foundation Surgery
Affiliates, LLC and Foundation Surgical Hospital Affiliates, LLC,
for 35 million shares of the Company's common stock and a warrant
for the purchase of 4 million shares of the Company's common stock
at an exercise price of $1.50 (assuming conversion of the
preferred stock which was to be issued at closing).  The
Foundation acquisition has not closed and management does not
believe that it will close in its current form due to certain
external factors including the inability to obtain the consent of
certain preferred interest holders of certain subsidiaries of
Foundation.  Management is working on an alternative structure for
the Foundation transaction, but there is no assurance that the
Foundation acquisition will be closed.

On Nov. 12, 2012, the Company executed a subscription agreement
with Graymark Investments, LLC, in which OHP agreed to purchase
1,444,445 shares of the Company's common stock for $650,000 ($0.45
per share).  The proceeds from OHP were received on Nov. 13, and
will be used to fund the operations of the Company.  Including the
stock proceeds from OHP, management estimates that the Company has
enough cash to operate through Dec. 31, 2012.

Management also plans on raising equity capital or issuing
additional debt in the near term to meet the Company's additional
cash needs in 2013.  In addition, management has initiated a cost
reduction plan that is estimated will save the Company in excess
of $2 million in 2013.  The cost reduction plan includes a
reduction in the labor force and general corporate expenses as
well as process improvements that will result in lower bad debt
expense. During the fourth quarter of 2012, management also
anticipates developing a plan to close certain non-profitable lab
locations.

Historically, management has been able to raise the capital
necessary to fund the operation and growth of the Company, but
there is no assurance that the Company will be successful in
raising the necessary capital to fund the Company's operations.
"These uncertainties raise substantial doubt regarding the
Company's ability to continue as a going concern," the Company
said in regulatory filings.


GREENMAN TECHNOLOGIES: Incurs $14.6MM Net Loss in Fiscal 2012
-------------------------------------------------------------
American Power Group Corporation, formerly known as GreenMan
Technologies Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
available to common shareholders of $14.66 million on $2.63
million of net sales for the year ended Sept. 30, 2012, compared
with a net loss available to common shareholders of $6.81 million
on $1.76 million of net sales during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $9.08
million in total assets, $4.11 million in total liabilities and
$4.97 million in total stockholders' equity.

Schechter Dokken Kanter Andrews & Selcer, Ltd., in Minneapolis,
Minnesota, did not issue a "going concern" qualification on the
consolidated financial statements for the year ended Sept. 30,
2012.

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

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

                        http://is.gd/kEIsuU

                    About Greenman Technologies

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


GULF COLORADO: Can Implement Key Employee Bonus Program
-------------------------------------------------------
United States Bankruptcy Judge H. Christopher Mott has authorized
Ronald Hornberger, the Chapter 11 Trustee of Gulf, Colorado & San
Saba Railway Corporation, to implement a key employee bonus
program.

Judge Mott said the payments due under the Bonus Program will be
deemed an allowed administrative expense of the Debtor's estate
under Section 503(b)(1)(A) of the Bankruptcy Code, subject and
subordinate to any super-priority administrative expense claims
hereafter allowed and subject to the availability of funds for the
payment of allowed administrative claims, without any necessity
for the filing of a Notice or Proof of such claim or the taking of
any further action by or on behalf of either of the employees in
question.

                            About GCSR

Gulf, Colorado & San Saba Railway Corporation operates the Gulf,
Colorado and San Saba Railway, a former Atchison, Topeka and Santa
Fe Railway "San Saba branch line."  The Railway is a short-line
freight railroad headquartered in Brady, Texas and operates from
an interchange with the BNSF Railway at Lometa, Texas 67.5 miles
west to Brady, Texas.  The Railway is located within the counties
of Lampasas, Mills, San Saba and McCulloch, Texas.

The Company filed for Chapter 11 relief (Bankr. W.D. Tex. Case No.
12-11531) on July 3, 2012.  Judge H. Christopher Mott presides
over the case.  Frances A. Smith, Esq., and Subvet D. West, Esq.,
at Shackelford Melton & McKinley, in Dallas, Tex., represented the
Debtor as counsel.  In its schedules, the Debtor disclosed
$24,534,864 in total assets and $3,710,371 in total liabilities.
The petition was signed by Richard C. McClure, president and CEO.

Ronald Hornberger was named as Chapter 11 trustee to oversee the
Debtor's operations through its employees.


GULF COLORADO: Chapter 11 Trustee Employs Billy Tiller as CPA
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas has
authorized Ronald Hornberger, the Chapter 11 trustee of Gulf,
Colorado & San Saba Railway Corporation, to employ Billy J.
Tiller, CPA, as his accountant.

As reported in the TCR on Nov. 14, 2012, the Chapter 11 trustee
needs Mr. Tiller to prepare and file the Debtor's federal income
tax return and any state franchise or other tax returns, and to
continue providing other professional accounting services.

Mr. Tiller charges $200 an hour.

                            About GCSR

Gulf, Colorado & San Saba Railway Corporation operates the Gulf,
Colorado and San Saba Railway, a former Atchison, Topeka and Santa
Fe Railway "San Saba branch line."  The Railway is a short-line
freight railroad headquartered in Brady, Texas and operates from
an interchange with the BNSF Railway at Lometa, Texas 67.5 miles
west to Brady, Texas.  The Railway is located within the counties
of Lampasas, Mills, San Saba and McCulloch, Texas.

The Company filed for Chapter 11 relief (Bankr. W.D. Tex. Case No.
12-11531) on July 3, 2012.  Judge H. Christopher Mott presides
over the case.  Frances A. Smith, Esq., and Subvet D. West, Esq.,
at Shackelford Melton & McKinley, in Dallas, Tex., represented the
Debtor as counsel.  In its schedules, the Debtor disclosed
$24,534,864 in total assets and $3,710,371 in total liabilities.
The petition was signed by Richard C. McClure, president and CEO.

Ronald Hornberger was named as Chapter 11 trustee to oversee the
Debtor's operations through its employees.


HAMPTON ROADS: Board OKs Issue of $745,300 RSUs to Executives
-------------------------------------------------------------
The Compensation Committee of the Board of Directors of Hampton
Roads Bankshares, Inc., approved the issuance, effective Dec. 27,
2012, of restricted stock units to certain of the Company's Named
Executive Officers under the Company's 2011 Omnibus Incentive
Plan.  The Committee approved the issuance of restricted stock
units equal to 50% of each such Named Executive Officer's 2012
salary as follows:

   Name                Position                     Dollar Value
   ----                --------                     ------------
Douglas J. Glenn      President and CEO              $267,897  
Stephen P. Theobald   EVP and CFO                 $212,500
Robert J. Bloxom      EVP and CRO                    $145,000
Thomas Mears          President & Chief Executive    $120,000
                       Officer of Shore Bank and
                       President of Commercial
                       Banking of Bank of Hampton
                       Roads

The resulting number of restricted stock units was calculated by
dividing the dollar value of the award by the closing price of the
Company's common stock on the date of issuance, Dec. 27, 2012.
The restricted stock units will vest on the latest of the 2nd
anniversary of issuance; the date the Company is no longer subject
to the executive compensation and corporate governance
requirements of Section 111(b) of the Emergency Economic and
Stabilization Act of 2008, as amended; or the date the Company is
no longer subject to the Written Agreement by and among the
Company, The Bank of Hampton Roads, the Federal Reserve Bank of
Richmond and the Virginia Bureau of Financial Institutions.
Within 30 days of vesting the Company will settle the restricted
stock units by issuing one share of its common stock for each
vested restricted stock unit.

The issuance of restricted stock units to Mr. Glenn constitutes
the annual grant of securities provided for in his Employment
Agreement.

                       Annual Meeting Results

The Annual Shareholders Meeting of Hampton Roads Bankshares, Inc.,
was commenced on Dec. 26, 2012, adjourned - following approval of
the proposal to adjourn the annual meeting - until Dec. 28, 2012,
and completed on Dec. 28, 2012.

The shareholders approved the Company's Amended and Restated
Articles of Incorporation and the adjournment of the Annual
Meeting to permit the declaration of effectiveness of the Amended
and Restated Articles of Incorporation.

The shareholders elected Charles M. Johnston, James F. Burr,
Patrick E. Corbin, Henry P. Custis, Jr., Douglas J. Glenn, William
A. Paulette and Billy G. Roughton to the Board of Directors for a
term of one year each, expiring at the 2013 annual meeting.  James
F. Burr's term as a director of the Company will not commence
until, and will be effective on, receipt of approval of his
candidacy on the Company's Board of Directors from banking
regulatory authorities.

The shareholders ratified the appointment of KPMG LLP as the
Company's independent auditors for the fiscal year ending Dec. 31,
2012, and approved a proposal endorsing the compensation of the
Company's named executive officers as disclosed in the Company's
2012 proxy statement.

                  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.


HAWAII OUTDOOR: Sec. 341 Meeting of Creditors Today
---------------------------------------------------
Tiffany Carroll, Acting United States Trustee for Region 15, will
hold a meeting of creditors under 11 U.S.C. Sec. 341(a) in the
bankruptcy case of Hawaii Outdoor Tours Incorporated on Jan. 8,
2013, at Hilo State Office Building, 75 Aupuni Street, 1st Floor,
Hilo, Hawaii.

Proofs of claims are due by April 8, 2013.

                   About Hawaii Outdoor Tours

Hawaii Outdoor Tours Incorporated, operator of the Niloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Niloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First Citizens asserts a claim
of $9.95 million.  The Debtor believes that the value of the hotel
property exceeds the amount of the First-Citizens note.  Just the
bricks and mortal alone was valued in excess of $35 million by
First Regional's appraiser and the insurance company.

Bankruptcy Judge Robert J. Faris oversees the case.  Wagner Choi &
Verbugge acts as bankruptcy counsel.

In its petition, the Debtor estimated $10 million to $50 million
in both assets and debts.  The petition was signed by CEO Kenneth
Fujiyama.


HEALTHWAREHOUSE.COM INC: Incurs $1.6MM Net Loss in 2nd Quarter
------------------------------------------------------=-------
HealthWarehouse.com, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.60 million on $2.99 million of net sales for the
three months ended June 30, 2012, compared with a net loss of
$1.10 million on $2.52 million of net sales for the same period
during the prior year.

For the six months ended June 30, 2012, the Company reported a net
loss of $3.15 million on $6.15 million of net sales, compared with
a net loss of $2.17 million on $4.80 million of net sales for the
same period a year ago.

The Company's balance sheet at June 30, 2012, showed $2.24 million
in total assets, $6.82 million in total liabilities, $752,226 in
redeemable preferred stock, and a $5.33 million total
stockholders' deficiency.

"Since inception, the Company has financed its operations
primarily through product sales to customers, debt and equity
financing agreements, and advances from stock holders.  As of
June 30, 2012 and December 31, 2011, the Company had negligible
cash and working capital deficiency of $5,724,914 and $2,404,464,
respectively.  For the six months ended June 30, 2012, cash flows
included net cash used in operating activities of $581,948, net
cash provided by investing activities of $138,241 and net cash
provided by financing activities of $443,846.  Additionally, all
of the Company's outstanding convertible notes payable mature at
the end of December 2012 and outstanding notes payable mature in
January 2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern."

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

                        http://is.gd/vtJoyS

                     About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is
a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-
commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

The Company reported a net loss of $5.71 million in 2011, compared
with a net loss of $3.69 million in 2010.

In the auditors' report accompanying the consolidated financial
statement for the year ended Dec. 31, 2011, Marcum LLP, in New
York, expressed substantial doubt about HealthWarehouse.com's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.


HHI HOLDINGS: S&P Withdraws 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'B+'
corporate credit rating on Royal Oak, Mich.-based auto supplier
HHI Holdings LLC.  This follows the completion of refinancing (in
October 2012) related to its acquisition by private equity firm
American Securities LLC through a recapitalization composed of a
$505 million senior secured term loan B and a $75 million
revolver.

At the same time, S&P is withdrawing the 'B+' issue-level and '4'
recovery ratings on the company's $375 million term loan, as this
debt has been repaid as part of the transaction.

The current borrower is ASP HHI Acquisition Co. Inc., and ASP HHI
Intermediate Holdings Inc. (B+/Stable/--) is the rated-entity,
parent, and guarantor.


HILLTOP DAIRY: Seeks Dismissal on Day of Filing
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hilltop Dairy LLC may not be in bankruptcy much
longer in South Dakota.  A Chapter 11 petition was filed for the
dairy on Jan. 2 in Sioux Falls, South Dakota. Less than an hour
later, a lawyer for the dairy filed a motion asking the judge to
dismiss the bankruptcy.  The motion said that the bankruptcy "was
mistakenly filed by co-counsel before the case was ready to be
filed because of an error in counsel's computer software."

Hilltop Dairy filed a Chapter 11 petition (Bankr. D. S.D. Case No.
13-40002) in Sioux Falls, South Dakota, on Jan. 2, 2013.  The
petition says assets are less than $10 million while debt exceeds
$10 million.

The Debtor is represented by:

         David C. McLaughlin, Esq.
         FLUEGEL, ANDERSON, MCLAUGHLIN & BRUTLAG
         25 NW 2nd Street, Suite 102
         Ortonville, MN 56278
         Tel: 320-839-2549
         Fax: 320-839-2540
         E-mail: david.fhmab@midconetwork.com

                - and -

         Robert L. Meadors, Esq.
         BRENDE SCHROEDER MEADORS LLP
         PO Box 1024
         Sioux Falls, SD 57101-1024
         Tel: 605-333-0070
         Fax: 605-333-0121
         E-mail: rlm@bsmllp.com


HILLTOP FARMS: U.S. Trustee Unable to Form Creditors Committee
--------------------------------------------------------------
Daniel M. McDermott, United States Trustee for Region 12, has
informed the U.S. Bankruptcy Court for the District of South
Dakota that he is unable to form an official committee of
unsecured creditors in the Chapter 11 case of Hilltop Farms, LLC.

Elkton, South Dakota-based Hilltop Farms, LLC, owns properties in
Brookings County, South Dakota.  It filed a Chapter 11 petition
(Bankr. D.S.D. Case No. 12-40768) on Nov. 2, 2012, in Sioux Falls,
South Dakota.  It disclosed assets of $13.1 million and
$13.5 million in liabilities as of Nov. 2, 2012.  Laura L. Kulm
Ask, Esq., at Gerry & Kulm Ask, Prof LLC, serves as counsel to the
Debtor.  Judge Charles L. Nail, Jr., presides over the case.


HOPSON OIL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Hopson Oil Company, Inc.
        1225 White Rock Ave.
        Waukesha, WI 53186

Bankruptcy Case No.: 13-20020

Chapter 11 Petition Date: January 2, 2013

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Debtor's Counsel: Albert Solochek, Esq.
                  HOWARD, SOLOCHEK & WEBER, SC
                  324 East Wisconsin Avenue
                  Milwaukee, WI 53202
                  Tel: (414) 272-0760
                  E-mail: alsolochek@hswmke.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 Terry Nagel, president.


HOSTESS BRANDS: Court Approves $30 Million Loan From Hilco
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. received approval from the
bankruptcy court on Dec. 21 to take down a $30 million loan from
affiliates of Hilco Trading LLC.

Although the baker of Wonder bread expects to bring in $80 million
by the end of January from collection of receivables, Hostess
realized it would need new financing because expenses in the
period are estimated at $100 million and lenders financing the
bankruptcy are requiring a partial paydown.  Hostess said that no
other real estate brokers or agents were willing to make the loan.
The six-month loan from Hilco bears 6.5% interest.  The loan will
have a lien on real estate, machinery and equipment ahead of all
existing liens other than those of the revolving credit lenders.

According to the report, the court at the hearing also extended
Hostess's exclusive right to propose a Chapter 11 plan until
March 6.

Hilco was also hired with court permission to sell real estate,
leases, machinery, equipment and intellectual property not part of
going-concern sales.  Hilco is to receive commissions on real
estate sales ranging from 4% on larger sales to 6% on smaller
ones.  On sales of equipment and machinery, Hilco will receive a
15% buyer's premium, with 1.5% rebated to Hostess.  Hilco will
receive no commissions on sales of intellectual property.  Hilco's
minimum compensation on asset sales is $2 million.

                       About Hostess Brands

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

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

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

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

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

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

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

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

The bankruptcy judge signed a formal order on Nov. 30 giving final
approval to wind-down procedures. The latest budget projects the
$49 million loan for the Chapter 11 case being paid down to
$21.2 million by Feb. 22.


HOSTESS BRANDS: In Talks to Sell Off Bread Brands
-------------------------------------------------
Flowers Foods Inc. and Grupo Bimbo SAB are in discussions to
acquire pieces of Hostess Brands Inc.'s bread business, as the
maker of Wonder Bread and Twinkies sells off assets, the American
Bankruptcy Institute reported.

                       About Hostess Brands

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

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

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

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

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

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

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

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


HOVNANIAN ENTERPRISES: Hovnanian Family Holds 26.5% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, the executors of the estate of Kevork S.
Hovnanian, deceased, disclosed that, as of Dec. 18, 2012, they
beneficially own 3,255,251 shares of Class B common stock
Hovnanian Enterprises, Inc., representing 22.2% of the shares
outstanding.  Mr. Hovnanian was the founder and former chairman of
the Board of Directors.

On Dec. 18, 2012, the Executors, in their capacity as executors,
contributed 970,849 shares of Class A common stock and 3,883,395
shares of Class B common stock to the Hovnanian Family 2012
L.L.C., in exchange for 100% of the limited liability company
interests in the 2012 LLC.  Following that transfer and pursuant
to the terms of the Will, the Executors, in their capacity as
executors, transferred all of their interests in the 2012 LLC to
the marital trust created under the Will for the benefit of
Sirwart Hovnanian.

Hovnanian Family 2012 L.L.C. reported that, as of Dec. 18, 2012,
it beneficially owns 3,883,395 shares of Class B common stock of
the Company representing 26.5% of the shares outstanding.

A copy of the Schedule 13D, as amended, is available for free at:

                         http://is.gd/MTRBiF

                     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.

For the 12 months ended Oct. 31, 2012, the Company reported a net
loss of $66.19 million on $1.48 billion of total revenues,
compared with a net loss of $286.08 million on $1.13 billion of
total revenues for the same period a year ago.

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 in total deficit.

                           *     *     *

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.


HW HEARTLAND: Has Court OK to Hire Haynes and Boone as Attorneys
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
granted HW Heartland, L.P., authorization to employ Haynes and
Boone, LLP, as attorneys, nunc pro tunc to the Petition Date.

As reported by the Troubled Company Reporter on Oct. 17, 2012,
Stephen M. Pezanosky attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.  Haynes and Boone was paid $500,000 as a retainer
by the Debtor for work to be performed in connection with
preparing to file the Chapter 11 case.

HW Heartland, L.P., filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-35790) in its hometown in Dallas on Sept. 3, 2012.
The Debtor estimated assets and debts of at least $10 million.
Judge Barbara J. Houser oversees the case.  The Debtor tapped
Stephen M. Pezanosky, Esq., at Haynes and Boone, LLP, in Dallas,
as counsel.

The petition was signed by Lance Fair, authorized signatory, HW
Heartland GP, LLC, the sole general partner of the Debtor.


HYDROFLAME TECHNOLOGIES: Files Schedules of Assets and Liabilities
------------------------------------------------------------------
HydroFlame Technologies, LLC, filed with the U.S. Bankruptcy Court
for the Middle District of Louisiana its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $1,213,384
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,345,135
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $92,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $894,845
                                 -----------      -----------
        TOTAL                     $1,213,384       $3,331,980

A copy of the Debtor's schedules is available for free at:

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

                   About Hydroflame Technologies

Three employees sought to place Baton Rouge, Louisiana-based
Hydroflame Technologies LLC in bankruptcy by filing an involuntary
Chapter 11 petition (Bankr. M.D. La. Case No. 12-11250) on
Aug. 24, 2012.  Barry W. Miller, Esq., at Heller, Draper, Patrick
& Horn, represent the petitioners.

The petitioners assert roughly $23,000 in total claims for unpaid
wages.  The petitioners are James E. Landry of Lafayette, and
Mayuri Murugesu and Dinaker Deshini of Baton Rouge.

According to http://www.hydroflametech.com/HydroFlame
Technologies LLC was established  with the sole purpose of
commercializing the HydroFlame novel direct contact combustion
heat transfer process.  In January 2007, a patent application was
filed by HydroFlame Technologies in the United States and several
other countries to protect the HydroFlame process.  On Aug. 24,
2010, HydroFlame Technologies was issued the U.S. Patent No.
7,780,152 and granted a full 20 years of patent protection. The
Mexican Patent No. 285319 was issued on April 1, 2011.


ICEWEB INC: Incurs $6.5 Million Net Loss in Fiscal 2012
-------------------------------------------------------
IceWEB, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$6.48 million on $2.64 million of sales for the year ended
Sept. 30, 2012, compared with a net loss of $4.70 million on
$2.67 million of sales during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$2.08 million in total assets, $4.11 million in total liabilities
and a $2.03 million total stockholders' deficit.

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2012, citing net losses of $6,485,048
for the year ended Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

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

                        http://is.gd/AA3lAQ

Sterling, Va.-based IceWEB, Inc., manufactures high performance
unified data storage appliances with enterprise storage management
capabilities.


ICEWEB INC: Amends Current Report in Response to SEC's Comments
---------------------------------------------------------------
IceWEB, Inc., on Nov. 6, 2012, filed a current report on Form 8-K
disclosing that it had dismissed Sherb & Co., LLP, as its
independent registered public accounting firm and engaged D'Arelli
Pruzansky, P.A.

By letter dated Nov. 8, 2012, the staff of the Securities and
Exchange Commission requested that the Company amend that report
to address the uncertainty related to the Company's ability to
continue as a going concern as noted in the reports of Sherb &
Co., LLP, dated Dec. 22, 2011, and Dec. 20, 2010.  The staff of
the Securities and Exchange Commission also requested that an
amended letter from Sherb & Co., LLP, be filed as an exhibit to
the amended report.  A copy of the amended letter is available at:

                        http://is.gd/buKUpq

In November 2012, IceWEB dismissed Sherb & Co as the Company's
independent registered public accountants and engaged D'Arelli
Pruzansky as replacement.  The dismissal of Sherb & Co and the
engagement of D'Arelli Pruzansky was approved by the Company's
Audit Committee.  Sherb & Co did not resign or decline to be
reappointed as the Company's independent registered public
accountants.

Neither the report of Sherb & Co dated Dec. 22, 2011, on the
Company's consolidated balance sheets as of Sept. 30, 2011, and
2010 and the related consolidated statements of operations,
changes in stockholders' equity (deficit), and cash flows for the
years ended Sept. 30, 2011, and 2010 nor the report of Sherb & Co.
dated Dec. 20, 2010, on the Company's consolidated balance sheets
as of Sept. 30, 2010, and 2009 and the related consolidated
statements of operations, stockholders' equity (deficit), and cash
flows for the years ended Sept. 30, 2010, and 2009 contained an
adverse opinion or a disclaimer of opinion, nor were either such
report qualified or modified as to uncertainty, audit scope, or
accounting principles, except that both those reports contained a
modification to the effect that there was substantial doubt as to
the Company's ability to continue as a going concern.

During the two most recent fiscal years and the subsequent interim
period prior to the dismissal of Sherb & Co., there were no
disagreements with Sherb & Co. on any matter of accounting
principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Sherb & Co., would have caused it to make
reference thereto in connection with its reports on each of the
Company's financial statements for those years.

During the years ended Sept. 30, 2010, and 2011 and through
Nov. 2, 2012, there were no reportable events as described in
paragraph (a)(1)(v) of Item 304 of Regulation S-K.

                         About IceWEB Inc.

Sterling, Va.-based IceWEB, Inc., manufactures high performance
unified data storage appliances with enterprise storage management
capabilities.

The Company's balance sheet at June 30, 2012, showed $3.1 million
in total assets, $7.9 million in total liabilities, and a
stockholders' deficit of $4.8 million.

Sherb & Co., LLP, in Boca Raton, Florida, stated in its report
on the consolidated financial statements of the Company for the
years ended Sept. 30, 2011, and 2010, that the Company had net
losses of $4.7 million and $7.0 million respectively, for the
years ended Sept. 30, 2011, and 2010, which raise substantial
doubt about the Company's ability to continue as a going concern.


IDO SECURITY: Warns Possible Wind Down of Business in Israel
------------------------------------------------------------
IDO Security Inc., was advised that the Judge in the Tel-Aviv
District Labor Court awarded Mr. Gil Stiss, a former
officer/director of the Company's wholly owned subsidiary, IDO
Security Ltd., judgment in the lawsuit brought by Mr. Stiss
against IDO LTD.  In the lawsuit, which Stiss commenced in October
2009 against IDO LTD and a former director and the then General
Manager of IDO LTD., Mr. Stiss sought the payment of amounts
purportedly due and payable to him  under his employment agreement
with IDO LTD.  Mr. Stiss was awarded Judgment in the approximate
amount of 1,475,000 in New Israeli Shekels (NIS), which is
equivalent to approximately $394,000 at the time of the filing of
this report (Dec. 31, 2012), with interest and cost of living
index adjustments computed from May 10, 2009.  Mr. Stiss' suit
against the then officers/directors of IDO LTD. was dismissed.
The Company was not a party to the lawsuit.

On Dec. 20, 2012, IDO LTD. filed a motion with the Court to stay
execution of the judgment pending appeal and on Dec. 23, 2012, IDO
Ltd. filed its appeal of the judgment.  Mr. Stiss was given until
Jan. 10, 2013, to respond to IDO LTD's motion for the stay of
execution of judgment.  No assurance can be provided as to the
ultimate disposition of the motions for the stay and the appeal.

In the meantime, the Company does not believe that there should be
any material disruption to its business or customers as a result
of the judgment.  However, if IDO LTD.'s appeal is not ultimately
successful or the judgment is not paid or otherwise settled, the
commercial activities in Israel may be disrupted or terminated as
a result of said judgment.

                         About IDO Security

IDO Security Inc. is engaged in the design, development and
marketing of devices for the homeland security and loss prevention
markets that are intended for use in security screening procedures
to detect metallic objects concealed on or in footwear, ankles and
feet through the use of electro-magnetic fields.  The Company's
common stock trades on the OTC Bulletin Board under the symbol
IDOI.  The Company is headquartered in New York City.

The Company reported a net loss of $7.36 million in 2011, compared
with a net loss of $7.77 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.53
million in total assets, $21.73 million in total liabilities and a
$20.19 million total stockholders' deficiency.

"At September 30, 2012, the Company had not achieved profitable
operations, had accumulated losses of $46.2 million (since
inception), a working capital deficiency of $18.9 million and
expects to incur further losses in the development of its
business.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern."

                         Bankruptcy Warning

The Company said in its 2011 annual report that under the terms
of the agreements with the holders of the Company's secured
promissory notes that the Company issued in December 2007 through
December 2011, the note holders have a first priority lien on
substantially all of the Company's assets, including the Company's
cash balances.  If the Company defaults under the notes, the note
holders would be entitled to, among other things, foreclose on the
Company's assets (whether inside or outside a bankruptcy
proceeding) in order to satisfy the Company's obligations under
the credit facility.


INFUSYSTEM HOLDINGS: John Climaco Named Lead Independent Director
-----------------------------------------------------------------
The Board of Directors of InfuSystem Holdings, Inc., unanimously
approved the following changes with regards to its Committees of
the Board of Directors and Lead Independent Director:

   (1) The Board of Directors elected Mr. John Climaco to replace
       Mr. Charles Gillman as Lead Independent Director.  In
       addition, Mr. Climaco will replace Mr. Gillman as Chairman
       of the Compensation Committee; and

   (2) The Board of Directors elected Mr. Charles Gillman to
       replace Mr. John Climaco as Chairman of the Nominating and
       Governance Committee.

                    About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

After auditing the Company's 2011 financial statements, Deloitte &
Touche LLP, in Detroit, Michigan, said that the possibility of a
change in the majority representation of the Board and consequent
event of default under the Credit Facility, which would allow the
lenders to cause the debt of $24.0 million to become immediately
due and payable, raises substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $45.44 million in 2011,
compared with a net loss of $1.85 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $74.02
million in total assets, $34.68 million in total liabilities and
$39.33 million in total stockholders' equity.


INSPIREMD INC: Stockholders Elect Two Class 1 Directors
-------------------------------------------------------
InspireMD, Inc., held its annual meeting of stockholders on
Dec. 21, 2012, at which the stockholders:

   (1) elected Sol J. Barer, Ph.D. and Paul Stuka as Class 1
       directors to serve on the Company's board of directors for
       a term of three years or until their successors are elected
       and qualified;

   (2) approved an amendment to the InspireMD, Inc. 2011 UMBRELLA
       Option Plan to increase the total number of shares of
       common stock authorized for issuance under that plan by
       5,000,000 shares and to permit the awarding of "incentive
       stock options" pursuant to the U.S. portion of the plan.

   (3) approved an advisory vote on executive compensation;

   (4) approved an advisory vote on executive compensation every
       three years; and

   (5) ratified the appointment of Kesselman & Kesselman,
       Certified Public Accountants, as the Company's independent
       registered public accounting firm for the fiscal year
       ending June 30, 2013.

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


INTERLEUKIN GENETICS: No Non-Discretionary Bonus for 2013
---------------------------------------------------------
The Compensation Committee of the Board of Directors of
Interleukin Genetics, Inc., approved a bonus plan for Kenneth S.
Kornman, the Company's chief executive officer, chief scientific
officer and president, and Eliot M Lurier, the Company's, chief
financial officer.  Under the terms of the bonus plan:

  1. Executives are not entitled to a non-discretionary bonus for
     the year ending Dec. 31, 2013.

  2. Provided that the Company meets certain earnings and revenue
     targets for the six months ended June 30, 2014, and
     Executive is employed by the Company as of June 30, 2014,
     Executive will receive a bonus equal to 30% of that
     Executive's base salary.

  3. Provided that the Company meets certain earnings and revenue
     targets for the year ended Dec. 31, 2014, and Executive is
     employed by the Company as of Dec. 31, 2014, Executive will
     receive a bonus equal to 15% of that Executive's base
     salary.

                          About Interleukin

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

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

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

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


INTERSTATE PROPERTIES: Employs George Geeslin as Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
granted Interstate Properties, LLC, permission to employ George M.
Geeslin as its counsel.

To the best of the Debtor's knowledge, information and belief, Mr.
Geeslin does not have any connection with the Debtor, other than
as its attorney, and does not have any connection with the
Debtor's creditors with respect to the matters on which he is
engaged to represent the Debtor in the case.  The Debtor also
believes that Mr. Geeslin does not represent any interest adverse
to the estate with respect to the matters upon which he is to be
employed.

Mr. Geeslin's hourly rate for this representation is $325.

Interstate Properties, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Ga. Case No. 12-76037) in Atlanta on Oct. 17, 2012.
George M. Geeslin, Esq., who has an office in Atlanta, Georgia,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $24,502,404 in total assets and $26,834,876 in
total liabilities as of the Petition Date.


INVESTORS TOWNE: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Investors Towne Center Partners I, LP
        100 Winners Circle, Ste 400
        Brentwood, TN 37027

Bankruptcy Case No.: 13-10004

Chapter 11 Petition Date: January 2, 2013

Court: United States Bankruptcy Court
       Western District of Kentucky (Bowling Green)

Debtor's Counsel: Laura Day DelCotto, Esq.
                  Travis Kent Barber, Esq.
                  DELCOTTO LAW GROUP PLLC
                  200 North Upper St.
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  E-mail: ldelcotto@dlgfirm.com
                          kbarber@dlgfirm.com

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

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

A list of the Company's 11 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/kywb13-10004.pdf

The petition was signed by James E. Himelrick, Jr., president of
general partner.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Investors Capital Partners I, LP       12-11676   12/19/12
Investors Capital Partners II, LP      12-11675   12/19/12
Investors Land Partners II, LP         12-11677   12/19/12


IRWIN MORTGAGE: Asks Court to Schedule Confirmation for March 7
---------------------------------------------------------------
Irwin Mortgage Corporation asks the U.S. Bankruptcy Court for the
Southern District of Ohio to enter a scheduling order that will
make it possible for its Plan to be considered and confirmed with
the exclusivity period.  Under the proposed schedule, the Plan and
Disclosure Statement will be filed on Jan. 4, 2013, and the
hearing on confirmation will occur on March 7, 2013.  This will
allow approximately 60 days for the Plan disclosure and
confirmation process.  Irwin Mortgage's exclusive periods to file
and solicit acceptances for a proposed Chapter 11 plan expires
Jan. 8, 2013, and March 8, 2013, respectively.

The Company says it is currently negotiating the terms of a stock
purchase agreement relating to the sale of the its wholly-owned
subsidiary, IRC.  The sale will likely occur outside of the Plan
process, and the Debtor anticipates filing a Section 363 motion
and closing the sale prior to confirmation.  Additionally, the
Debtor says it is attempting to finalize its due diligence
concerning actions that took place between 2006 and 2009, prior to
the Debtor being placed into receivership by the FDIC.  The Debtor
is also reviewing transactions or activities that occurred with
its parent, First Financial Bank, after its acquisition and the
Debtor expects to resolve these matters for Plan purposes.

The Debtor proposes these deadlines:

  Jan. 4, 2013   Plan & Disclosure Statement Filing Deadline
  Jan. 21, 2013  Objections to the Proposed Disclosure Statement
  Jan. 30, 2013  Replies to Objections Due
  Feb. 4, 2013   Hearing on Adequacy of Disclosure
  Feb. 27, 2013  Objections to Confirmation
  March 4, 2013  Replies to Objections Due
  March 5, 2013  Ballots Due
  March 7, 2013  Hearing on Confirmation of Plan

                       About Irwin Mortgage

For a number of years, Irwin Mortgage Corporation, based in
Dublin, Ohio, originated, purchased, sold and serviced
conventional and government agency backed residential mortgage
loans throughout the United States.  However, in 2006 and
continuing into early 2007, IMC sold substantially all of its
assets, including its mortgage origination business, its mortgage
servicing business, and its mortgage servicing rights portfolio,
to a number of third party purchasers.  As a result of those
sales, IMC terminated its operations and has been winding down
since 2006.

Irwin Mortgage filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio
Case No. 11-57191) on July 8, 2011.  Judge Charles M. Caldwell
presides over the case.  In its petition, the Debtor estimated
assets of $10 million to $50 million, and debts of $50 million to
$100 million.  The petition was signed by Fred C. Caruso,
president.

Nick V. Cavalieri, Esq., Matthew T. Schaeffer, Esq., and Robert B.
Berner, Esq., at Bailey Cavalieri LLC, serve as the Debtor's
counsel.  Fred C. Caruso and Development Specialists Inc. provide
wind-down management services to the Debtor.


IZEA INC: Mitchel Laskey Appointed Chairman of the Board
--------------------------------------------------------
IZEA, Inc., appointed Mitchel J. Laskey to the Company's Board of
Directors.  Mr. Laskey has been elected to serve as Chairman,
replacing Founder and Chief Executive Officer Edward Murphy, who
will remain on the Board as a Director and continue serving as
Chief Executive of the Company.

For over 30 years, Mr. Laskey has held executive leadership
positions for public and private companies in a variety of
industries, including healthcare, electronics manufacturing,
physical security, and transportation.  A graduate of the
University of South Florida (B.A., Accounting and Marketing), Mr.
Laskey is also a Certified Public Accountant who has served on the
boards of numerous nonprofit, private, and public companies,
including CNL Bank, (a Florida community bank with $1.4 billion in
assets) and Dynamic Healthcare Technologies, Inc. (DHTI: NASDAQ).

"This is an exciting time to be at IZEA, and I appreciate the
confidence expressed in me by the Board of Directors," Mr. Laskey
stated.  "So much has already been accomplished by this Board
under the leadership of Ted Murphy and his team, but still there
remains significant opportunity to improve and grow the business
profitably and create value for all stakeholders."

With his appointment, Mr. Laskey becomes the third independent
Director of IZEA, joining Brian W. Brady and Dan Rua.  As part of
his responsibilities on the Board, Mr. Laskey will also serve as
chairman of IZEA's audit committee and will provide strategic
advisory leadership.

IZEA Director Ed Sim, who served on the Board since June 2011, is
exiting, effective immediately, to avoid any potential conflict of
interest while managing venture capital funds at BOLDstart
Ventures.

"On behalf of the Board and the entire IZEA family, we look
forward to Mitchel's contributions as the new lead independent
director.  I believe Mitchel can add significant value to our
growth initiatives and assist us in advancing our business," said
Ted Murphy, Founder & CEO of IZEA.

                          About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., believes it is a world
leader in social media sponsorships ("SMS"), a rapidly growing
segment within social media where a company compensates a social
media publisher to share sponsored content within their social
network.  The Company accomplishes this by operating multiple
marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

The Company has incurred significant losses from operations since
inception and has an accumulated deficit of $20.9 million as of
June 30, 2012.

Cross, Fernandez & Riley, LLP, in Orlando, Florida, expressed
substantial doubt about IZEA's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has incurred recurring operating losses and had an accumulated
deficit at Dec. 31, 2011, of $18.1 million.


J&M DAIRY: AG New Mexico Lawsuit Remanded to State Court
--------------------------------------------------------
Bankruptcy Judge James S. Staryzynski remanded to state court the
lawsuit captioned as, AG NEW MEXICO, FCS, ACA, AG NEW MEXICO, FCS,
PCA, AG NEW MEXICO, FCS, FLCA, Plaintiffs, v. Joe Bettencourt
Borges, aka Joe Borges, aka Joe B. Borges; Maria Rocha Borges, aka
Maria Borges, aka Maria R. Borges; David Borges, a married man,
dealing in his sole and separate estate; Frank Borges, a single
man; Atkins Engineering Associates, Inc., a New Mexico
Corporation; Cliff Waide; Alvin F Jones dba Waide Irrigation
Service and Supply; Internal Revenue Service, an agency of the
United States of America; Pecos Valley Pump, Inc., a New Mexico
Corporation; Jordan Dairy Service, LLC, a New Mexico Corporation;
CWBC, Inc., a New Mexico Corporation; and All Unknown Claimants of
Interest, In The Premises Adverse To The Plaintiffs; Defendants;
Joe Bettencourt Borges and Maria Rocha Borges, Plaintiffs, v.
AG NEW MEXICO, FCS, PCA, AG NEW MEXICO, FCS, ACA, and AG NEW
MEXICO, FCS, FLCA, Defendants; JOE BETTENCOURT BORGES and MARIA
ROCHA BORGES, Plaintiffs, v. NATIONAL MILK PRODUCERS FEDERATION
dba Cooperatives Working Together; AG NEW MEXICO FCS, ACA, AG NEW
MEXICO, FCS, FLCA, and AG NEW MEXICO, FCS, PCA Defendants.  Adv.
No. 11-1012-s, Consolidated with Adv. No. 10-1170-s, Adv. No. 11-
1105-s (Bankr. D. N.M.).

The Court also granted judgment and other relief in part to AGNM
and to the Debtors.

AGNM filed the complaint for money due and for foreclosure against
the Borgeses and others, seeking to collect proceeds from the
liquidation of the Borgeses' dairy herd and to collect on other
collateral, and to foreclose on and sell a dairy facility and an
adjacent farm.  The action was filed in the Fifth Judicial
District Court, County of Eddy, State of New Mexico (CV-09-610) on
Aug. 28, 2009.  Joe and Maria Borges removed the State Court
Action following their bankruptcy filing.

A copy of the Court's Dec. 31, 2012 Memorandum Opinion is
available at http://is.gd/pte3FXfrom Leagle.com.

AGNM et al. are federally chartered agricultural lenders.  PCA
(Production Credit Association) and FLCA (formerly the Federal
Land Bank) are wholly owned subsidiaries of ACA (Agricultural
Credit Association).  ACA is under the supervision of Farm Credit
Bank of Texas, headquartered in Austin, Texas.

Joe and Maria Borges were dairy farmers for decades, first in
California and then in New Mexico.  In 2006, the Borgeses' dba
J & M Dairy in Artesia, New Mexico began dealing with AGNM.
They filed a joint chapter 11 petition (Bankr. D.N.M. Case No.
10-12800) for themselves dba J & M Dairy.  Maria Borges was
dismissed from the case without prejudice for failing to obtain
the requisite prepetition credit counseling.  She promptly filed
another chapter 11 case, no. 10-14903, which was quickly
substantively consolidated with the earlier filed no. 10-12800.


JACKSONVILLE BANCORP: Closes $50 Million Capital Raise
------------------------------------------------------
Jacksonville Bancorp, Inc., the bank holding company for The
Jacksonville Bank, announced the closing of a $50 million capital
raise led by CapGen Capital Group IV LP under a definitive amended
and restated stock purchase agreement providing for the issuance
of 50,000 shares of JAXB Series A Mandatorily Convertible,
Noncumulative, Nonvoting, Perpetual Preferred Stock, $0.01 par
value per share, to accredited investors at a purchase price of
$1,000 per share.  The $50 million capital raise includes the $5
million investment by CapGen previously announced by JAXB in
September, and also includes investments by various JAXB directors
and officers.

Sandler O'Neill + Partners, L.P., acted as sole placement agent
for the stock purchase transaction.  The net proceeds of the
offering are expected to be used primarily to support the capital
of the Bank.

"Today's capital infusion solidifies our role as the premier
community bank in Jacksonville, allowing us to proactively address
resolution of problem assets, and grow our franchise in the years
ahead.  Our capital position is strong as we look to continuing
the delivery of highly personalized service to our customers, and
extending our reach to individuals, professionals, and businesses
in the Jacksonville market," said Stephen C. Green, the president
& chief executive officer of JAXB.

Subject to certain conditions, each share of Series A Preferred
Stock is expected to mandatorily convert into approximately 2,000
shares of JAXB's voting common stock or a new class of nonvoting
common stock at an initial conversion price of $0.50 per share
(subject to certain adjustments), for a total issuance of
approximately 100 million new shares of common stock upon
conversion of the outstanding Series A Preferred Stock.  The
issuance of the common stock upon conversion of the Series A
Preferred Stock is subject to approval by JAXB's shareholders, for
which JAXB expects to hold a special meeting of shareholders in
early 2013.  JAXB's shareholders will also be asked to approve an
increase in the authorized shares of JAXB voting common stock and
the authorization of a new class of nonvoting common stock, in
order to effect the conversion of the Series A Preferred Stock as
contemplated in the transaction documents.  Under the transaction
documents, JAXB has 50 days after the closing of the transaction
to obtain the required shareholder approvals, thus triggering the
conversion of the Series A Preferred Stock.

Immediately prior to the closing of the capital raise, the Bank
sold approximately $25.1 million of classified assets, other loans
and other real estate owned for approximately $11.7 million.  The
asset purchaser was also an investor in the capital raise.
Sandler O'Neill Mortgage Finance L.P., an affiliate of Sandler
O'Neill + Partners, L.P., acted as exclusive financial advisor to
JAXB in connection with the asset sale.

                    About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with approximately $583 million in
assets and eight full-service branches in Jacksonville, Duval
County, Florida, as well as the Company's virtual branch.  The
Jacksonville Bank opened for business on May 28, 1999, and
provides a variety of community banking services to businesses and
individuals in Jacksonville, Florida.

According to the Form 10-Q for the period ended June 30, 2012, the
Bank was adequately capitalized at June 30, 2012.  Depository
institutions that are no longer "well capitalized" for bank
regulatory purposes must receive a waiver from the FDIC prior to
accepting or renewing brokered deposits.  The Federal Deposit
Insurance Corporation Improvement Act of 1991 ("FDICIA") generally
prohibits a depository institution from making any capital
distribution (including paying dividends) or paying any management
fee to its holding company, if the depository institution would
thereafter be undercapitalized.

The Bank had a Memorandum of Understanding ("MoU") with the FDIC
and the Florida Office of Financial Regulation that was entered
into in 2008, which required the Bank to have a total risk-based
capital of at least 10% and a Tier 1 leverage capital ratio of at
least 8%.  Recently, on July 13, 2012, the 2008 MoU was replaced
by a new MoU, which, among other things, requires the Bank to have
a total risk-based capital of at least 12% and a Tier 1 leverage
capital ratio of at least 8%.  "We did not meet the minimum
capital requirements of these MOUs at June 30, 2012, and Dec. 31,
2011, when the Bank had total risk-based capital of 8.09% and
9.85% and Tier 1 leverage capital of 5.26% and 6.88%,
respectively."

Jacksonville's balance sheet at Sept. 30, 2012, showed $551.55
million in total assets, $537.97 million in total liabilities and
$13.57 million in total shareholders' equity.


JDA SOFTWARE: S&P Withdraws 'BB-' CCR Following RedPrairie Merger
-----------------------------------------------------------------
Standard and Poor's Ratings Services said that it withdrew its
'BB-' corporate credit rating and stable outlook on JDA Software
Group Inc. and its issue-level and recovery ratings on the
company's $275 million senior unsecured notes, following its
merger with RedPrairie Corp.  "We have assigned new ratings to RP
Crown Parent LLC, which is the issuer of the combined company's
credit facilities," S&P said.


JOURNAL REGISTER: Court Approves Auction Three Weeks Later
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the auction for Journal Register Co. will take place
on Feb. 15, about three weeks later than originally intended by
the newspaper publisher undergoing bankruptcy a second time.
Unless outbid, the company will be reacquired by current lender
and owner Alden Global Capital Ltd. largely in exchange for
secured debt.

The report recounts the newspapers began the formal sale process
in late November, asking the court to require bids by Jan. 18,
followed by an auction on Jan. 23.  In response to objection from
the Communications Workers of America, the company agreed to move
the bid deadline to Feb. 11 and the auction to Feb. 15.  In sale
procedures approved Dec. 21 by the U.S. Bankruptcy Court in
Manhattan, a hearing to approve the sale will take place Feb. 21.

According to the report, Alden is offering to take ownership in
exchange for $117.5 million in secured debt and $1.75 million cash
to pay costs in winding down the bankruptcy.  Alden's purchase
price also includes paying off a $25 million loan from existing
revolving credit lender Wells Fargo Bank NA that's financing the
Chapter 11 effort.  The $1.75 million cash is intended to
represent a "pot for distribution to general unsecured creditors,"
according to a court filing.

                     About Journal Register

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

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

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

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

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

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

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

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

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler PC as counsel and FTI
Consulting, Inc. as financial advisor.


JUMA TECHNOLOGY: Creditors Complete Assets Foreclosure
------------------------------------------------------
Vision Opportunity Master Fund, Ltd., Vision Capital Advantage
Fund, LP, and Vision Capital Advisors, LLC, completed the strict
foreclosure of all of the assets, tangible and intangible,
including patents, copyrights and trademarks, of Juma Technology
Corp., in exchange for the cancellation of all debt in the
aggregate principal amount of $20,033,780, together with interest
accrued thereon, and fees, costs, expenses and other charges
payable by the Company to the Creditors.

The Creditors held valid and perfected first-priority liens upon
and security interests in all of the assets of the Company.  Upon
the effectiveness of the foreclosure, the Creditors transferred
the Assets to Nectar Holdings, Inc.

The Company received written notice of the resignations of David
Giangano, chief executive officer; Anthony Fernandez, chief
financial officer, Frances Vinci, executive vice-president and
secretary; Joseph Fuccillo, president and chief technology
officer, and director of the Company; and Anthony Servidio
Chairman of the Board.  All of those resignations were effective
immediately.

                       About Juma Technology

Farmingdale, N.Y.-based Juma Technology Corp. is a highly
specialized convergence systems integrator with a complete suite
of services for the implementation and management of an entity's
data, voice and video requirements.

The Company reported a net loss of $10.14 million on $1.96 million
of sales for the year ended Dec. 31, 2010, compared with a net
loss of $12.40 million on $1.08 million of sales during the prior
year.

The Company's balance sheet at Dec. 31, 2010, showed $3.45 million
in total assets, $23.28 million in total liabilities, and a
$19.83 million stockholders' deficiency.

As reported by the TCR on April 4, 2011, Seligson & Giannattasio,
LLP, in White Plains, New York, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant recurring losses.  The realization of a major portion
of its assets is dependent upon its ability to meet its future
financing needs and the success of its future operations.

As reported by the TCR on May 17, 2011, Juma Technology filed a
Form 15 notifying of its suspension of its duty under Section
15(d) to file reports required by Section 13(a) of the Securities
Exchange Act of 1934 .


KINDERHOOK INDUSTRIES: IDQ Buyout No Effect on Moody's 'B3' CFR
---------------------------------------------------------------
Moody's Investors Service issued a correction to the December 18,
2012 rating release of Kinderhook Industries, LLC.

Moody's said that Kinderhook Industries, LLC's planned buyout of
IDQ Holdings, Inc ("IDQ") from current private equity sponsor
Castle Harlan, Inc for approximately $305 million does not impact
IDQ's ratings and stable outlook.


KONARKA TECHNOLOGIES: Branford Group to Auction Assets
------------------------------------------------------
The Branford Group in conjunction with Joseph Finn Company will
conduct a series of auctions for the assets formerly of Konarka
Technologies, Inc., a leader in OPV (organic photovoltaic)
technology and developer of thin-film plastic solar panels.  The
series of sales will liquidate the company's two facilities
including the global headquarters and prototype laboratory in
Lowell and a state-of-the-art manufacturing plant in New Bedford,
Massachusetts.

Konarka was founded in 2001 by a team of scientists at UMass
Lowell.  The company's innovations in third generation solar
technology raised over $200 million in the last decade.  Unable to
attain additional financing, Konarka filed for chapter 7
bankruptcy in June of this year.

Thin-film OPV production equipment of the 250,000 sq. ft.
processing plant and all supportive and related capital assets
will be up for auction.  The first sale of three will be conducted
exclusively online, with bidding opening on January 9 via The
Branford Group's Web site.  Highlighted items include R&D
laboratory instruments, test and measurement and IT equipment as
late model as 2011.

"This is a great opportunity for companies international and
domestic to acquire high quality machinery and equipment at
auction prices," said Scott Lonkart, Vice President and Partner at
The Branford Group.

Both managing auction firms have extensive worldwide experience in
asset disposition and valuations services.  For more information
on this series of auctions or to register to bid, please visit
http://www.TheBranfordGroup.com


LA JOLLA: GCS-100 Demonstrates Reduction in Liver Fibrosis
----------------------------------------------------------
La Jolla Pharmaceutical Company announced the results of a mouse
study examining the effect of GCS-100 on liver fibrosis.  When
compared to placebo-treated control animals La Jolla's lead
product, GCS-100, showed a statistically significant reduction in
liver fibrosis, a statistically significant improvement in the
Non-Alcoholic Fatty Liver Disease score and a statistically
significant improvement in liver function as measured by the liver
enzyme alanine transaminase, in some cases returning to near
normal levels.  The study was performed in collaboration with the
Stelic Institute & Co. (Tokyo, Japan) using an established,
benchmark preclinical STAM model for Non-alcoholic
Steatohepatitis-hepatocellular carcinoma (NASH-HCC).

The National Institute of Diabetes and Digestive and Kidney
Diseases states that NASH affects between 7 million and 17.5
million Americans.  In addition, an estimated 5.5 million
Americans have chronic liver disease or cirrhosis.  Together
chronic liver disease and cirrhosis are currently the 12th leading
cause of death, accounting for approximately 27,000 deaths
annually, in the United States.  Chronic Liver disease affects
Americans of all ages and walks of life.

In the 12-week STAM model, NASH is established in mice by a single
subcutaneous injection of streptozotocin (Sigma, USA) after birth,
followed by the feeding of a high fat diet ad libitum after 4
weeks of age.  NASH develops at about week 7 with evidence of
fibrosis at week 9 and liver nodule formation at week 11-12.  In
the present study, mice were randomized at 9 weeks of age into 3
groups: a treated group which received 1 mg/kg GCS-100 IV, a
treated group which received 25 mg/kg GCS-100 IV, and a control
group which received inactive placebo.  All animals received their
respective administrations three times per week during weeks 9-12.
At the end of the 12 weeks, blood and tissue samples were
collected and analyzed for liver enzymes, NAFLD activity score,
and presence of fibrosis by microscopic inspection.  Animals in
the high-dose GCS-100 treatment group showed a statistically
significant improvement in all 3 of these efficacy measures.

"The results of this study demonstrate that GCS-100 is able to
prevent and potentially reverse chronic liver disease through the
remediation of fibrosis," said James Rolke, Senior Director of
Research and Development at La Jolla.  "In addition, the
significant improvement in liver function and NAFLD suggests a
preservation of functional tissue which is a clear clinical
objective and benefit."

Overall the treatment of GCS-100 in STAM mice was well tolerated.
The whole blood and plasma biochemistry results showed GCS-100
treatment decreased plasma ALT, but had no effect on blood glucose
levels.  Additionally, liver biochemistry showed GCS-100 decreased
the amount of hydroxyproline present.  Histological analysis
showed a significant improvement in NAFLD score with decreased
micro- and macrovesicular fat deposition, hepatocyte ballooning
and inflammatory cell infiltration.  Lastly, GCS-100 treated
animals showed a significant decrease in the fibrosis area as
measured by Sirius red staining.

"We are very pleased to see positive results from this preclinical
study supporting the therapeutic role of GCS-100 in liver
fibrosis," said George Tidmarsh, M.D. Ph.D., president and chief
executive officer of La Jolla.  "The liver disease program will
complement our other programs with GCS-100 in chronic organ
failure.  Patients with chronic liver disease are in need of novel
therapies to treat this terrible affliction and we plan to soon
file an IND with FDA for the treatment of liver disease."

                           About GCS-100

GCS-100 is a complex polysaccharide that has the ability to bind
to and block the effects of galectin-3.  Galectin-3 is a soluble
protein, over-expression of which has been implicated in a number
of human diseases including cancer and chronic organ failure.  The
unique ability of GCS-100 to bind and sequester galectin-3 makes
it an ideal candidate to prevent and treat diseases in which
galectin-3 plays an important role.

                   About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

La Jolla reported a net loss of $11.54 million in 2011, compared
with a net loss of $3.76 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.40 million in total assets, $12.93 million in total
liabilities, all current, $5.80 million in Series C-1 redeemable
convertible preferred stock, and a $15.33 million total
stockholders' deficit.

After auditing the 2011 results, BDO USA, LLP, in San Diego,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations, has an accumulated deficit of $439.6 million and a
stockholders' deficit of $15.6 million as of Dec. 31, 2011, and
has no current source of revenues.


LBI MEDIA: Holders of 76% of Old Notes Join Exchange Offer
----------------------------------------------------------
Liberman Broadcasting, Inc., LBI Media Holdings, Inc., and LBI
Media, Inc., announced final results of their private exchange
offers to exchange:

   (a) up to 100% of Media's outstanding 8 1/2% Senior
       Subordinated Notes due 2017, of which approximately $228.8
       million in aggregate principal amount is currently
       outstanding, in exchange for Media's new 11-1/2% / 13-1/2%
       PIK toggle second priority secured subordinated notes due
       2020 and warrants to purchase shares of Parent's Class A
       common stock, par value $0.001; and

   (b) up to 100% of Holdings' outstanding 11% senior discount
       notes due 2013 of Holdings, of which approximately $41.8
       million in aggregate principal amount at maturity is
       currently outstanding (excluding approximately $26.6
       million aggregate principal amount of Discount Notes held
       by Holdings), in exchange for either (i) Second Priority
       Secured Subordinated Notes, or (ii) Holdings' new 11%
       senior notes due 2017.

According to information provided by D.F. King & Co., Inc., the
exchange agent, as of 5:00 p.m., New York City time, on Dec. 26,
2012 (i) roughly $174.6 million, or 76.3%, of the outstanding
principal amount of Old Senior Subordinated Notes had been validly
tendered and not withdrawn in exchange for Second Priority Secured
Subordinated Notes and Warrants; and (ii) roughly $30.9 million,
or 73.8%, of the outstanding principal amount of Discount Notes
not held by Holdings had been validly tendered and not withdrawn,
of which roughly $10.2 million had been validly tendered in
exchange for Second Priority Secured Subordinated Notes and
roughly $20.7 million had been validly tendered in exchange for
Holdings Notes.

Based on the principal amount of Old Notes validly tendered, not
withdrawn and accepted, roughly $115.2 million aggregate principal
amount of Second Priority Secured Subordinated Notes, $21.1
million aggregate principal amount of Holdings Notes and 106.1559
Warrants will be issued in exchange for such Old Notes, as
applicable.

In addition, the Companies have received the requisite consents
for the proposed amendments to the indentures governing the Old
Senior Subordinated Notes and the Discount Notes, as applicable.
The Exchange Offers and the Consent Solicitations expired at 5:00
p.m., New York City time, on Dec. 26, 2012.

Concurrently with the Exchange Offers and the Consent
Solicitations, Media solicited consents from holders of its 9-1/4%
Senior Secured Notes due 2019 to certain amendments to the
indenture governing the First Priority Senior Secured Notes.

As of the Expiration Date, Media has received the requisite
consents for the proposed amendments to the First Priority Senior
Secured Notes Indenture.  The Concurrent Consent Solicitation
expired at 5:00 p.m., New York City time, on Dec. 26, 2012.  The
Exchange Offers were subject to, and conditioned upon, obtaining
the requisite consents to the proposed amendments pursuant to that
Concurrent Consent Solicitation.

Subject to the terms and conditions of the Exchange Offers set
forth in the Confidential Offering Memorandum and Consent
Solicitation Statement, dated July 17, 2012, as supplemented, the
Companies anticipate that the settlement date for the Exchange
Offers will be Dec. 31, 2012 or, with respect to the payment of
consideration consisting of Warrants, such later date as a holder
returns a properly completed beneficial ownership information form
to D.F. King.  The Company also expects to make the consent
payment for the Concurrent Consent Solicitation on Dec. 31, 2012,
upon settlement of the Exchange Offers.

D.F. King is acting as the Information Agent and Exchange Agent
for the Exchange Offers, the Consent Solicitations and the
Concurrent Consent Solicitation.

                         About LBI Media

Headquartered in Burbank, CA, LBI Media, Inc., operates Spanish-
language broadcasting properties including 21 radio stations (15
FM and 6 AM generating 47% of 2011 revenue) and 9 television
stations plus the EstrellaTV Network (53% of 2011 revenue).
EstrellaTV is a Spanish-language television broadcast network that
was launched in the fall of 2009. Through EstrellaTV, the company
is affiliated with television stations in 39 DMAs comprising 78%
of U.S. Hispanic television households.  Jose Liberman founded the
company in 1987, together with his son, Lenard Liberman.
Shareholders include Jose Liberman (20%), Lenard Liberman (41%),
Oaktree Capital (26%) and Tinicum Capital (13%).  The dual class
equity structure provides the Liberman's with 94% of voting
control between Jose Liberman (31%) and Lenard Liberman (63%).
Revenues for FY2011 totaled $117.5 million.

LBI Media's balance sheet at Sept. 30, 2012, showed $311.61
million in total assets, $561.02 million in total liabilities and
a $249.40 million total stockholders' deficiency.

"The condensed consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern," the Company said in its quarterly report for the period
ended Sept. 30, 2012.  "However, as a result of uncertainties
related to future sources and sufficiency of liquidity required by
the Company to satisfy its outstanding debt and debt service
obligations... there is substantial doubt about the Company's
ability to continue as a going concern."

                           *    *     *

As reported by the TCR on Oct. 31, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Burbank, Calif.-
based LBI Media Inc. (LBI) to 'D' from 'CC'.

"The rating actions stem from LBI Media Holdings' disclosure that
it did not make the interest payment (about $3.8 million) on its
11% senior discount notes due Oct. 15, 2012, and after LBI
announced its eighth extension of its subpar debt exchange offer
for the 8.5% senior subordinated notes due 2017 and 11% senior
discount notes due 2013," S&P said.

In the April 5, 2012, edition of the TCR, Moody's Investors
Service downgraded LBI Media, Inc.'s Corporate Family Rating (CFR)
and Probability-of-Default Rating (PDR) each to Caa2 from Caa1 and
downgraded debt instruments accordingly.  The downgrades follow
the company's earnings release for the 4th quarter of 2011 and
reflect weakened liquidity, revenue and EBITDA declines for radio
stations compounded by EBITDA declines for television operations,
and Moody's view that LBI's capital structure is unsustainable.
The rating outlook was changed to Negative from Stable.

As reported by the TCR on Dec. 13, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Burbank, Calif.-
based LBI Media Inc. (LBI) to 'CC' from 'D'.

"We raised the corporate credit rating to 'CC' from 'D' based on
LBI Media Holdings' disclosure that it made the interest payment
(about $3.8 million) on its 11% senior discount notes and had
cured the default," said Standard & Poor's credit analyst Minesh
Patel.


LDK SOLAR: Executes Supplemental Indenture to 2014 Senior Notes
---------------------------------------------------------------
LDK Solar Co., Ltd., received the required number of unrevoked
consents from holders of its 10.00% Senior Notes Due 2014 (ISIN
No. XS0592597099, Common Code: 059259709) 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.

On Dec. 24, 2012, LDK Solar, the subsidiary guarantors signatory
thereto, the Trustee and Paying and Transfer Agent, and the
Registrar executed a supplemental indenture giving effect to the
Proposed Amendments in compliance with the conditions contained in
the Indenture.  LDK Solar paid the consent fee due in accordance
with the terms of the Consent Solicitation Statement on Dec. 24,
2012.

                          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.


LEHMAN BROTHERS: Barclays Defends $1.5 Billion From Brokerage
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Barclays Plc filed a 90-page brief urging the U.S.
Court of Appeals to uphold a ruling from June by U.S. District
Judge Katherine B. Forrest who concluded that the bankruptcy judge
was wrong in requiring Barclays to pay $1.5 billion to the trustee
for the brokerage subsidiary of Lehman Brothers Holdings Inc.

The report recounts that James W. Giddens, the Lehman brokerage
trustee, said in his brief that the Second Circuit appeals court
in Manhattan should reinstate a ruling from the bankruptcy judge
giving him $1.5 billion.  The London-based bank believes it's
entitled to keep the $1.5 billion and recover even more from the
Lehman trustee.

According to the report, the appeal revolves around a so-called
clarification letter that wasn't even written when the bankruptcy
judge approved sale of Lehman's North American brokerage business
to Barclays in September 2008.  Barclays says it paid $50 billion
for the Lehman brokerage "amidst a worldwide financial crisis."
Mr. Giddens argues that due process was violated because the
parties changed material terms of the sale without bankruptcy
court approval. Barclays noted in its brief last week how the
clarification letter was treated by the parties as part of the
agreement for a full year afterwards.

The Lehman trustee will file another brief. The date for oral
argument in the circuit court is yet to be fixed.

The Barclay appeal in the court of appeals is Giddens v.
Barclays Capital Inc. (In re Lehman Brothers Holdings Inc.),
12-2328, U.S. Second Circuit Court of Appeals (Manhattan). The
Barclay appeal in district court was Barclays Capital Inc. v.
Giddens (In re Lehman Brothers Inc.), 11-6052, U.S. District
Court, Southern District New York.

                     About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Insurers Sued for Coverage of $288MM Losses
------------------------------------------------------------
Lehman Brothers Holdings Inc. sued insurers to recoup most of the
$288 million it lost after a subsidiary was duped into lending
money to a group posing as representatives of a major Japanese
trading company Marubeni Corp., Bankruptcy Law360 reported.

Lehman accused St. Paul Mercury Insurance Co., Continental
Casualty Co. and others of violating obligations under primary
and excess crime policies with a total of $175 million in policy
limits, according to a complaint it filed in New York state
court.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LI-ION MOTORS: Form 10-Q for Oct. 31 Quarter Delayed
----------------------------------------------------
Li-ion Motors Corp. was unable to file its quarterly report on
Form 10-Q for the period ended Oct. 31, 2012, in a timely manner.
The Company said its management was delayed in finalizing the
operating results of the first quarter of its 2013 fiscal year.

The Form 10-Q was filed within the 5 day extension period.

                        About Li-ion Motors

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

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


LIFECARE HOLDINGS: UST Wants Patient Care Ombudsman
---------------------------------------------------
BankruptcyData reported that the U.S. Trustee assigned to the
LifeCare Holdings case filed with the U.S. Bankruptcy Court an
objection to the Debtors' motion for an order finding the
appointment of a patient care ombudsman unnecessary.

The U.S> Trustee asserts, "The Debtors have proposed a sale of
substantially all of their assets to an entity formed by a group
of lenders who are making a credit bid to purchase the assets for
approximately $335 million pursuant to 11 U.S.C. Section 363(k).
The APA gives the purchaser the right to exclude one facility by
giving notice ten days before the Bid Deadline.  Neither the
Motion nor the Bid Procedures Motion discloses what will happen to
an excluded facility, its records and, most importantly, its
patients," the report related.

The Trustee also filed an objection to the Debtors' motion for
entry of a final order to pay prepetition wages, compensation and
employee benefits, the report added.

                      About LifeCare Holdings

Based in Plano, Texas, LifeCare Holdings, Inc. --
http://www.lifecare-hospitals.com/-- currently operates 27 long
term acute care hospitals located in ten states.  Long-term acute
care hospitals specialize in the treatment of medically complex
patients who typically require extended hospitalization.

LifeCare Holdings Inc. filed for bankruptcy protection (Bankr. D.
Del. Case No. 12-13319) in Wilmington on Dec. 11, 2012, citing
debt and losses from Hurricane Katrina and saying it plans to sell
the company, according to a Bloomberg report.

The Company reported a net loss of $34.83 million in 2011,
compared with net income of $2.63 million on $358.25 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed $422.15
million in total assets, $575.87 million in total liabilities and
$153.72 million total stockholders' deficit.


LIGHTHOUSE IMPORTS: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Lighthouse Imports, LLC, filed with the U.S. Bankruptcy Court for
the Middle District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $9,864,450
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $22,863,704
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $117,226
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,746,865
                                 -----------      -----------
        TOTAL                     $9,864,450      $24,727,794

A copy of the Debtor's schedules is available for free at:

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

Based in St. Augustine, Florida, Lighthouse Imports, LLC, dba
Toyota of St. Augustine, filed for Chapter 11 protection on
Oct. 24, 2012 (Bankr. M.D. Fla. Case No. 12-14459).  Judge Karen
S. Jennemann presides over the case.  R. Scott Shuker, Esq., at
Latham Shuker Eden & Beaudine, LLP, represents the Debtor.


LITHIUM TECHNOLOGY: Arch Hill Discloses 56.6% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Arch Hill Capital NV disclosed that, as of
Dec. 5, 2012, it beneficially owns 1,452,341,750 shares of common
stock of Lithium Technology Corporation representing 56.6% of the
shares outstanding.  Stitchting Gemeenschappelijk Bezit LTC
beneficially owns 972,625,161 common shares as of that date.

Arch Hill Capital previously reported beneficial ownership of
1,169,049,852 common shares or a 48.37% equity stake as of
April 1, 2011.

A copy of the filing is available at http://is.gd/h9lk55

                      About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

The Company was not able to file its annual report for the period
ended Dec. 31, 2011, and its quarterly reports for the succeeding
periods.

For the nine months ended Sept. 30, 2011, the Company reported a
net loss of $12.26 million on $6.06 million of total revenue.  The
Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.83
million in total assets, $35.09 million in total liabilities and a
$26.26 million total stockholders' deficit.

                          Going Concern

As reported by the TCR on April 8, 2011, Amper, Politziner &
Mattia, LLP, Edison, New Jersey, after auditing the Company's
financial statements for the year ended Dec. 31, 2010, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                        Bankruptcy Warning

The Form 10-Q for the quarter ended Sept. 30, 2011, noted that the
Company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.

The Company raised capital through the sale of securities closing
in the second quarter of 2011 and realized proceeds from the
licensing of its technology pursuant to the terms of a licensing
agreement and the sale of inventory used in manufacturing its
batteries as part of the establishment of a joint venture in the
fourth quarter of 2011, but is continuing to seek other financing
initiatives and needs to raise additional capital to meet its
working capital needs, for the repayment of debt and for capital
expenditures.  Such capital is expected to come from the sale of
securities.  The Company believes that if it raises approximately
$4 million in additional debt and equity financings it would have
sufficient funds to meet its needs for working capital, capital
expenditures and expansion plans through the year ending Dec. 31,
2012.

No assurance can be given that the Company will be successful in
completing any financings at the minimum level necessary to fund
its capital equipment, debt repayment or working capital
requirements, or at all.  If the Company is unsuccessful in
completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In that case the Company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


LITHIUM TECHNOLOGY: Mulder and Kremers Step Down From Board
-----------------------------------------------------------
As mutually agreed on Dec. 21, 2012, and effective as of Dec. 5,
2012, Mr. Fred Mulder and Mr. Theodore Kremers terminated their
service as officers on the board of directors of Lithium
Technology Corporation, as well as their consulting agreements.

                     About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

The Company was not able to file its annual report for the period
ended Dec. 31, 2011, and its quarterly reports for the succeeding
periods.

For the nine months ended Sept. 30, 2011, the Company reported a
net loss of $12.26 million on $6.06 million of total revenue.  The
Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.83
million in total assets, $35.09 million in total liabilities and a
$26.26 million total stockholders' deficit.

                          Going Concern

As reported by the TCR on April 8, 2011, Amper, Politziner &
Mattia, LLP, Edison, New Jersey, after auditing the Company's
financial statements for the year ended Dec. 31, 2010, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                        Bankruptcy Warning

The Form 10-Q for the quarter ended Sept. 30, 2011, noted that the
Company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.

The Company raised capital through the sale of securities closing
in the second quarter of 2011 and realized proceeds from the
licensing of its technology pursuant to the terms of a licensing
agreement and the sale of inventory used in manufacturing its
batteries as part of the establishment of a joint venture in the
fourth quarter of 2011, but said it was continuing to seek other
financing initiatives and needs to raise additional capital to
meet its working capital needs, for the repayment of debt and for
capital expenditures.  Such capital is expected to come from the
sale of securities.  The Company believes that if it raises
approximately $4 million in additional debt and equity financings
it would have sufficient funds to meet its needs for working
capital, capital expenditures and expansion plans through the year
ending Dec. 31, 2012.

The Company said no assurance can be given that it would be
successful in completing any financings at the minimum level
necessary to fund its capital equipment, debt repayment or working
capital requirements, or at all.  If the Company is unsuccessful
in completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In that case the Company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


LODGENET INTERACTIVE: S&P Cuts Corporate Credit Rating to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Sioux Falls, S.D.-based LodgeNet
Interactive Corp. to 'D' from 'CC'.  The downgrade follows
the company's failure to make its Dec. 31, 2012, scheduled cash
interest payments on its revolving credit and term loan and
Dec. 31, 2012 term loan amortization payment.  The company has
received an extension on its forbearance agreement with its
secured lenders who have agreed to accept these payments in
kind and not to accelerate their claims until Feb. 5, 2013.

Under its criteria, S&P views the changing of the payment terms to
payment-in-kind (PIK) tantamount to a default, even with the
bank's consent.

"We view LodgeNet's heavily debt-burdened capital structure, and
weak operating trends as indications of financial distress," said
Standard & Poor's credit analyst Hal Diamond.  We assess
management and governance as "fair" as we believe there are
significant risks relating to its private-equity ownership," S&P
said.

Under the terms of the company's proposed recapitalization and
planned Chapter 11 bankruptcy filing, LodgeNet's existing credit
agreement will be amended to provide an extension in the form of a
$346.4 million five-year term loan plus accrued interest that is
being capitalized prior to the closing date.  New investor Colony
Capital will invest $60 million in exchange for all the new
shares of common stock.  Holders of the existing series B
preferred stock and common stock will have their interests
cancelled. closing of the entire transaction is subject to lender
approval and bankruptcy court confirmation of a Chapter 11 Plan.


LON MORRIS: Jan. 14 Auction Covers 16 Asset Groups
--------------------------------------------------
On the surface, the upcoming bankruptcy auction of Lon Morris
College appears to be simply the sale of the school.  But when
bidders gather Jan. 14 in Dallas to bid on the properties, they'll
also be making offers on 16 different groupings of facilities and
land.

That means the college campus and related properties could sell to
one bidder or to as many as 16.  The auction will begin at 11:00
a.m. in the Dallas offices of McKool Smith PC.

"After weeks of hearing from prospective buyers and what their
needs are, we've organized the property by types of buildings. For
example, most of the classroom buildings, dormitories, cafeteria
and other facilities will sell as a single lot, which will
interest those seeking a location for a college or similar
property.  The Wilson Administration Center -- which is suitable
for use as a high-end office building or for executive education
-- will sell as part of the larger campus or as a one-building
lot, with surrounding land and parking," said Stephen Karbelk,
president of AmeriBid, the company marketing the campus and
preparing for the auction.

"We've sought to configure the property in such a way as to allow
the greatest possible participation.  Somebody might be interested
in the office space but not in classroom space, dorms or athletic
facilities," said Mr. Karbelk.  "Wilson Chapel and its parking
area could sell as a single lot and may well appeal to a church,
for example."

The athletic facilities will be packaged in several different
groupings, and several homes owned by the college are expected to
sell individually.

Mr. Karbelk said potential bidders include colleges, churches,
denominations, school systems, investors and others who might wish
to use all or parts of the property for education, business or a
mixed use development.

Individuals seeking additional information about the auction may
visit http://www.AmeriBid.comor call 877-895-7077.  Details about
the lots in which the campus will be offered are posted at that
website.

AmeriBid specializes in the sale of commercial and residential
real estate, land properties and other assets for lenders,
servicers, receivers, bankruptcy attorneys, estates, private
owners, investment companies and local, state and federal
government agencies.

                     About Lon Morris College

Lon Morris College was founded in 1854 as a not-for-profit
religiously affiliated two-year degree granting institution.  Over
the past 158 years, the College has impacted the lives of
countless members of the local Jacksonville community in Texas.

Lon Morris College filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 12-60557) in Tyler, on July 2, 2012, after lacking enough
endowments to pay teachers, vendors and creditors.  In May 2012,
the Debtor missed two payrolls and vendor payables, utilities, and
long term debt were also past due.  From a headcount of 1,070 in
2010, enrolments have been down to 547 in 2012.  The president of
the College has resigned, as have members of the board of
trustees.

Judge Bill Parker oversees the case.  Bridgepoint Consulting LLC's
Dawn Ragan took over management of the College as chief
restructuring officer.  Attorneys at Webb and Associates, and
McKool Smith P.C., serve as counsel to the Debtor.  Capstone
Partners serves as financial advisor.

According to its books, on April 30, 2012, the College had roughly
$35 million in assets, including $11 million in endowments and
restricted funds, and $18 million in funded debt and $2 million in
trade and other liabilities.  The Debtor disclosed $29,957,488 in
assets and $15,999,058 in liabilities as of the Chapter 11 filing.

Amegy Bank is represented in the case by James Matthew Vaughn,
Esq., at Porter Hedges LLP.

The college has a Chapter 11 plan on file to be funded by a sale
of the properties.


LON MORRIS: Feb. 4 Plan Confirmation Hearing Set
------------------------------------------------
The Bankruptcy Court has approved Lon Morris College's Third
Amended Disclosure Statement describing the Debtor's Third Amended
Chapter 11 Plan of Liquidation.

The Court fixed Jan. 18, 2013, at 4:00 p.m., at the Voting
Deadline.  Written objections to confirmation of the proposed
Chapter 11 Plan must be filed by Jan. 18, 2013.  The confirmation
hearing will be held on Feb. 4, 2013, at 1:30 p.m.

The Plan contemplates an orderly and efficient liquidation of the
Debtor and its Property by the Plan Agent, Dawn Ragan of
Bridgepoint Consulting.  On the Effective Date, except as
otherwise provided in the Plan, title to all Property will vest in
the Debtor or other entity created by the Plan Agent, subject to
the Debtor's obligation to liquidate, transfer and convey all
Property constituting Property on behalf of the Creditor
Beneficiaries in accordance with the Plan.

Excepted from this liquidation are three main categories of assets
(1) rights against third parties, (2) rights to endowment money
and (3) rights to other real and personal property.  The Debtor
holds potential claims against insiders and third parties.  The
Debtor intends to pursue potential claims against insiders and
third parties in postconfirmation litigation.  The Debtor also
appears to have rights to money held in
endowments/foundations/trusts and/or similar entities.  It also
may have claims against the endowments/foundations/trusts and/or
their trustees for refusing to pay funds to the Debtor when
requested and the damages resulting from that decision.  The Texas
Attorney General anticipates disputing the Debtor's claim to money
held in endowments/foundations/trusts and/or similar entities.

The Debtor also holds other real and personal property, including
real estate interests in Houston Texas, potentially unencumbered
mineral interests, personal property, and other assets.
The Debtor anticipates that those interests will be resolved by
post-confirmation liquidation which will not require court
approval.

All of the non-Auctioned assets that provide funds will first be
applied to the Debtor's expenses and the remainder will be
distributed pro rata as set forth in the Plan.

The Plan segregates the various Claims against and Interests in
the Debtor into the following Classes:

Class 1   Allowed Secured Claims of Taxing Authorities
Class 2   Allowed Convenience Claims of Less than $1,000
Class 3A  Allowed Secured Claims of Amegy Bank
Class 3B  Allowed Secured Claims of TNB
Class 3C  Secured Claims of Tilley LLC
Class 3D  Allowed Secured Claims of the Scurlock Foundation
Class 3E  Secured Claims of Austin Bank, NA
Class 3F  Allowed Secured Claims of all other Secured Claimants
Class 4A  Allowed Priority Unsecured Non-Tax Claims
Class 4B  Allowed General Unsecured Claims
Class 5   Allowed Subordinated Claims
Class 6   Equity Interests

Except for Class 3C and 3E all classes of Claims are impaired
under the Plan and thus allowed to vote.  The Debtor is unaware of
any Equity Interests existing and therefore has not made provision
for them to receive any assets.

Amegy Bank (Class 3A)'s rights in its real estate collateral will
be modified as provided by the Plan such that a sale or
disposition will guarantee the proceeds are paid to the Plan Agent
to fund the Reserves.  Amegy Bank's real estate collateral will be
sold pursuant to the Auction Procedure.  If its real estate
collateral is sold as part of a Combined Parcel, Amegy Bank will
receive the proportional payment, net of sale expenses and
Reserves, on its Allowed Secured Claim up to the value of the real
estate collateral, said value to be established by the Auction
Procedure and the highest separate cash bid for the real estate
collateral at the no-reserve cash Auction (not permitting a credit
bid), conducted pursuant to the Auction Procedure, or

If its real estate collateral is sold as a Separate Parcel, Amegy
Bank will receive, as and when collected, the proceeds of its
collateral net of sale expenses and the proportional amount needed
to provide the Reserves, as sales are made or proceeds received by
the Plan Agent.

If not sold during the Sale Period, then Amegy bank will receive
its real estate collateral as satisfaction of its Allowed Secured
Claim on the real estate collateral, unless otherwise agreed.  Any
and all Cash Collateral of Amegy, net of sale expenses and
Reserves, will be distributed to Amegy as such Cash is received by
the Plan Agent until the Secured Claim of Amegy is satisfied.

Amegy Bank will not seek to exercise its rights and remedies
associated with its collateral until the expiration of the Sale
Period.

Any excess funds remaining from the Reserves after payment of
Allowed Administrative Claims, Allowed Professional Fees and
Allowed Priority Unsecured Claims will be paid to Amegy Pro Rata
based upon its and Scurlock's respective Claim amounts, up to the
amount of its Claim.

Class 4B Allowed General Unsecured Claims will be treated as
follows:
(i) Class 4 Claims will have a Beneficial Interest in Cash
generated by the Plan (subject to (iv) below);

(ii) Interest will accrue on the unpaid balance of Class 4B
Allowed Claims at 2% per annum, if Class 4B claims are fully paid;

(iii) Each holder of a Class 4B Allowed Claim will receive
Distributions of Available Cash on account of its Beneficial
Interest in accordance with this Plan; and

(iv) Each holder of a Class 4B Allowed Claim will receive pro rata
distributions after Allowed Claims in the previous classes are
paid, except Class 4B claims will also be entitled to receive a
pro rata distribution of the Unsecured Claims Reserve, after
satisfaction of the Class 2 convenience claims.

A copy of the Third Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/lonmorris.doc230.pdf

                     About Lon Morris College

Lon Morris College was founded in 1854 as a not-for-profit
religiously affiliated two-year degree granting institution.  Over
the past 158 years, the College has impacted the lives of
countless members of the local Jacksonville community in Texas.

Lon Morris College filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 12-60557) in Tyler, on July 2, 2012, after lacking enough
endowments to pay teachers, vendors and creditors.  In May 2012,
the Debtor missed two payrolls and vendor payables, utilities, and
long term debt were also past due.  From a headcount of 1,070 in
2010, enrolments have been down to 547 in 2012.  The president of
the College has resigned, as have members of the board of
trustees.

Judge Bill Parker oversees the case.  Bridgepoint Consulting LLC's
Dawn Ragan took over management of the College as chief
restructuring officer.  Attorneys at Webb and Associates, and
McKool Smith P.C., serve as counsel to the Debtor.  Capstone
Partners serves as financial advisor.

According to its books, on April 30, 2012, the College had roughly
$35 million in assets, including $11 million in endowments and
restricted funds, and $18 million in funded debt and $2 million in
trade and other liabilities.  The Debtor disclosed $29,957,488 in
assets and $15,999,058 in liabilities as of the Chapter 11 filing.

Amegy Bank is represented in the case by James Matthew Vaughn,
Esq., at Porter Hedges LLP.

The college has a Chapter 11 plan on file to be funded by a sale
of the properties.


LSP ENERGY: Files Plan for Full Payment on Secured Bonds
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LSP Energy LP has completed the sale of its 837-
megawatt electric generating plant and filed a proposed
liquidating Chapter 11 plan and explanatory disclosure statement
on Dec. 21.  The facility in Batesville, Mississippi, was sold to
South Mississippi Electric Power Assn. for $272.6 million.

According to the report, the plan calls for full payment in cash
to holders of $221.3 million in secured bonds.  As the result of a
settlement on the bondholders' additional claim for premature
payment, the holders will receive 15% of the $80 million make-
whole claim.  Unsecured creditors with $32 million in claims are
slated for a 43% recovery, according to the disclosure statement.

                         About LSP Energy

LSP Energy Limited owns and operates an electricity generation
facility located in Batesville, Mississippi.  The facility
consists of three gas-fired combined cycled electricity generators
with a total generating capacity of approximately 837 magawatts
and is electrically interconnected into the Entergy and Tennessee
Valley Authority transmission systems.

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

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

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

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

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

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

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

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

The Court authorized the Debtors to sell of the facility to the
highest bidder South Mississippi Electic Power Association.


MDU COMMUNICATIONS: Files Amended Form 10-K in XBRL Format
----------------------------------------------------------
MDU Communications International, Inc., has amended its annual
report on Form 10K/A for the fiscal year ended Sept. 30, 2012,
solely to furnish Exhibit 101 to the Form 10-K in accordance with
Rule 405 of Regulation S-T. Exhibit 101 consists of the following
materials from MDU Communications International, Inc.'s Form 10-K,
formatted in XBRL (eXtensible Business Reporting Language):

  101.INS  XBRL Instance Document
                  http://is.gd/IsBBNA

   101.SCH  XBRL Taxonomy Extension Schema
                  http://is.gd/sXD1bx

   101.CAL  XBRL Taxonomy Extension Calculation Linkbase
                  http://is.gd/PdoJ30

   101.DEF  XBRL Taxonomy Extension Definition Linkbase
                  http://is.gd/4BsdLJ

   101.LAB  XBRL Taxonomy Extension Label Linkbase
                  http://is.gd/LLNXpd

  101.PRE  XBRL Taxonomy Extension Presentation Linkbase
                  http://is.gd/nz53o4

No other changes have been made to the original Form 10-K.

                      About MDU Communications

Totowa, New Jersey-based MDU Communications International, Inc.,
is a national provider of digital satellite television, high-speed
Internet, digital phone and other information and communication
services to residents living in the United States multi-dwelling
unit market -- estimated to include 32 million residences.

The Company reported a net loss of $6.4 million on $27.3 million
of revenue for 2012, compared with a net loss of $7.4 million on
$27.9 million of revenue for 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$19.7 million in total assets, $32.3 million in total liabilities,
and a stockholders' deficit of $12.6 million.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about MDU's ability to continue as a going concern following
the financial results for the year ended Sept. 30, 2012.  The
independent auditors noted that the Company has incurred
significant recurring losses, has a working capital deficit, and
an accumulated deficit of $75 million at Sept. 30, 2012.  They
also noted that the Company's $30 million Credit Facility matures
on June 30, 2013.


METRO ENTERPRISES: Case Summary & 7 Unsecured Creditors
-------------------------------------------------------
Debtor: Metro Enterprises, LLC
        645 Lefferts Ave. Suite 2J
        Brooklyn, NY 11203

Bankruptcy Case No.: 13-40013

Chapter 11 Petition Date: January 2, 2013

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Joel M. Shafferman, Esq.
                  SHAFFERMAN & FELDMAN LLP
                  286 Madison Avenue
                  Suite 502
                  New York, NY 10017
                  Tel: (212) 509-1802
                  Fax: (212) 509-1831
                  E-mail: joel@shafeldlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's seven largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nyeb13-40013.pdf

The petition was signed by Reuven Komarovsky, member.


MF GLOBAL: Settlement Could Mean Full Payment Sooner
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported Dec. 26 that according to an analysis by Kevin Starke
from CRT Capital Group LLC, the settlement that the trustee for
the MF Global Inc. brokerage announced in December means that
foreign and domestic commodity customers along with securities
customers will receive full payment "sooner rather than later."

According to the report, claimants whose recoveries remain up in
the air include general unsecured creditors with claims against
the MF Global brokerage.  Mr. Starke, a managing director at CRT
in Stamford, Connecticut, said in a Dec. 24 report that his mid-
case recovery for brokerage unsecured creditors is now 67%, with
full recovery at the high end.

The lack of full recovery is a result of general unsecured claims
given in the settlement to Louis Freeh, the Chapter 11 trustee for
the MF Global holding company.  At the holding company, Mr. Starke
said the "swing factor" for recovery by bondholders is the extent
of the shortfall on customer claims to be made up from other
assets. The larger the shortfall, Mr. Starke explained, the lower
bondholders' recovery.

Mr. Starke is still saying that the mid-case recovery for
bondholders is 35%.  Mr. Starke lowered the high-end bondholder
recovery to 94% for 100%.  For bank claims against the holding
company, Mr. Starke is estimating the recovery at 63% to full
payment.

James Giddens, the trustee for the MF Global broker under the
Securities Investor Protection Act, made settlements with the
joint special administrators for the U.K. brokerage affiliate and
with Freeh, the separate trustee for the holding company.  The
settlements come up for approval on Jan. 31 at a hearing in U.S.
Bankruptcy Court in New York.  At the same hearing, Giddens will
ask the judge for authority to make additional distributions. He
hasn't yet laid out details on exactly how much customers and
creditors will receive by virtue of the settlements.

                       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)


MONITOR COMPANY: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Monitor Company Group Limited Partnership filed with the U.S.
Bankruptcy Court for the District of Delaware its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $227,376,029
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $114,755,241
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $37,323,388
                                 -----------      -----------
        TOTAL                   $227,376,029     $152,078,629

Affiliates also filed their respective schedules, disclosing:

Name of Company                            Assets   Liabilities
---------------                            ------   -----------
TMC Investors LLC                              $0    $4,300,014
Monitor Federal Government Services LLC   $25,000            $0
Monitor Group Government Services, LLC         $0    $4,300,014
Monitor Company Latin America, LLC       $717,161    $4,300,014
Market2customer LLC                            $0    $4,300,014
Monitor Institute, LLC                 $5,664,475    $4,300,014
Monitor Company Intl., LLC                     $0    $4,300,014
Monitor Group Foreign Government
  Services, LLC                                $0    $4,300,014
Marketspace, LLC                               $0    $4,300,014
Monitor Group CIS LLC                  $1,642,730   $16,718,872
Monitor Company Asia Pacific, LLC      $1,245,816   $40,051,368
Monitor Group Mexico LLC                       $0    $4,300,014
Doblin Inc.                              $345,827    $8,554,002
Monitor International, Inc.            $1,029,649    $4,300,014
New Strategic Oxygen, LLC                      $0    $4,300,014
Monitor Company Services, LLC                  $0    $4,300,014
Global Business Network LLC                    $0    $4,300,014
Monitor Company Group International
  Holdings LLC                                 $0    $4,301,135
Mast Services LLC                        $166,826    $4,300,014

Copies of the schedules are available for free at:

   http://bankrupt.com/misc/MONITOR_COMPANY_sal.pdf
   http://bankrupt.com/misc/MONITOR_COMPANY_sal_a.pdf
   http://bankrupt.com/misc/MONITOR_COMPANY_salb.pdf
   http://bankrupt.com/misc/MONITOR_COMPANY_salc.pdf
   http://bankrupt.com/misc/MONITOR_COMPANY_sald.pdf
   http://bankrupt.com/misc/MONITOR_COMPANY_sal_e.pdf
   http://bankrupt.com/misc/MONITOR_COMPANY_salf.pdf
   http://bankrupt.com/misc/MONITOR_COMPANY_salg.pdf
   http://bankrupt.com/misc/MONITOR_COMPANY_salh.pdf
   http://bankrupt.com/misc/MONITOR_COMPANY_sal_i.pdf
   http://bankrupt.com/misc/MONITOR_COMPANY_salj.pdf
   http://bankrupt.com/misc/MONITOR_COMPANY_salk.pdf
   http://bankrupt.com/misc/MONITOR_COMPANY_sal_l.pdf
   http://bankrupt.com/misc/MONITOR_COMPANY_salm.pdf
   http://bankrupt.com/misc/MONITOR_COMPANY_salp.pdf
   http://bankrupt.com/misc/MONITOR_COMPANY_saln.pdf
   http://bankrupt.com/misc/MONITOR_COMPANY_sal_o.pdf
   http://bankrupt.com/misc/MONITOR_COMPANY_salQ.pdf
   http://bankrupt.com/misc/MONITOR_COMPANY_salr.pdf
   http://bankrupt.com/misc/MONITOR_COMPANY_sals.pdf

                      About Monitor Company Group

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

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

The petitions were signed by Bansi Nagji, president.

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

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

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

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

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

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


MOONSHADOW ESTATES: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Moonshadow Estates, LLC
        30 Bellona Arsenal Rd.
        Midlothian, VA 23113

Bankruptcy Case No.: 13-30016

Chapter 11 Petition Date: January 2, 2013

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtor's Counsel: Ronald A. Page, Jr., Esq.
                  RONALD PAGE, PLC
                  501 E. Franklin St., Suite #626
                  Richmond, VA 23219
                  Tel: (804) 562-8704
                  Fax: (804) 482-2427
                  E-mail: rpage@rpagelaw.com

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

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

A list of the Company's two unsecured creditors, filed together
with the petition, is available for free at
http://bankrupt.com/misc/vaeb13-30016.pdf

The petition was signed by Leroy L. Anderson, III, manager.


MUSCLEPHARM CORP: Amends 4.5 Million Shares Prospectus
------------------------------------------------------
MusclePharm Corporation filed with the U.S. Securities and
Exchange Commission amendment no.3 to the Form S-1 registration
statement relating to the offering of up to 1,500,000 shares of
its Series D Convertible Preferred Stock, $0.001 par value per
share and up to 3,000,000 shares of its common stock, $0.001 par
value per share, in which the Series D Preferred Stock is
convertible.

The Series D Preferred Stock converts at a rate of two shares of
common stock for each share of Series D Preferred Stock, subject
to adjustment.  Furthermore, the conversion of the Series D
Preferred Stock is subject to certain ownership limitations.
Proceeds will be deposited in an escrow account and returned to
investors in full, without interest or deduction, unless the
subscribed shares of Series D Preferred Stock are sold hereby
during the offering period.  Investors will have no right to the
return of their funds during the term of the escrow.

The Series D Preferred Stock is not listed on an exchange, and the
Company does not intend to list the Series D Preferred Stock on
any exchange or market.  The Company's common stock is presently
quoted on the OTCBB under the symbol "MSLP.OB".  On Dec. 27 ,
2012, the last reported sale price for the Company's common stock
on the OTC QB was $4. 55 per share.

The Company has retained placement agents in this offering, with
Aegis Capital Corp acting as representative of the placement
agents.

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

                         http://is.gd/mhGc3j

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$7.81 million in total assets, $15.10 million in total
liabilities, and a $7.29 million total stockholders' deficit.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


MUNICIPAL MORTGAGE: C. Baum Resigns; J.P. Grant Joins Board
-----------------------------------------------------------
Charles C. Baum has informed Municipal Mortgage & Equity, LLC,
regarding his retirement from the Board of Directors on Jan. 1,
2013.  Mr. Baum had previously agreed to stand for reelection at
the Company's annual meeting in June 2012 and to serve as a
director until the Company was able to identify a successor.

Mr. Baum has been a director since 1996 and serves as Chairman of
the Company's Governance Committee and as a member of the
Company's Audit and Compensation Committees.

Meanwhile, J.P. Grant joined the Board of Directors on Jan. 1,
2013.

                     About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, KPMG LLP, in
Baltimore, Maryland, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets and work
with its creditors to restructure or extend its debt arrangements.

The Company's balance sheet at Sept. 30, 2012, showed $1.85
billion in total assets, $1.12 billion in total liabilities and
$723.23 million in total equity.


MUSCLEPHARM CORP: Amends Prospectus on Sale of 1.5MM Preferreds
---------------------------------------------------------------
MusclePharm Corporation filed with the U.S. Securities and
Exchange Commission amendment no. 2 to the Form S-1 relating to
the company's offering of up to 1,500,000 shares of its Series D
convertible preferred stock, $0.001 par value per share, and up to
3,000,000 shares of its common stock, $0.001 par value per share.

The Series D Preferred Stock converts at a rate of two shares of
common stock for each share of Series D Preferred Stock, subject
to adjustment.  Furthermore, the conversion of the Series D
Preferred Stock is subject to certain ownership limitations.
Proceeds will be deposited in an escrow account and returned to
investors in full, without interest or deduction, unless the
subscribed shares of Series D Preferred Stock are sold during the
offering period.  Investors will have no right to the return of
their funds during the term of the escrow.

The Series D Preferred Stock is not listed on an exchange, and the
Company does not intend to list the Series D Preferred Stock on
any exchange or market.  The Company's common stock is presently
quoted on the OTCBB under the symbol "MSLP.OB".  On Dec. 20, 2012,
the reported sale price for the Company's common stock on the OTC
QB was $4.65 per share.

The Company has retained placement agents in this offering, with
Aegis Capital Corp acting as representative of the placement
agents.

A copy of the amended Form S-1 prospectus is available at:

                        http://is.gd/HAgTA5

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$7.81 million in total assets, $15.10 million in total
liabilities, and a $7.29 million total stockholders' deficit.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


MW GROUP: BofA Objects to Entry Into Energy Grant Program
---------------------------------------------------------
MW Group, LLC, asks the U.S. Bankruptcy Court for the Western
District of North Carolina for the entry of an order authorizing
(I) the continued use of cash collateral of Bank of America, N.A.,
as successor-in-interest to LaSalle Bank National Association, on
the terms of set forth in the Final Cash Collateral Order, (ii)
the supplemental use of cash collateral to make certain repairs
and improvements to the Property, and (iii) the Debtor to enter
into one or more energy grant agreements with the City of
Charlotte.

Although the Debtor's use of cash collateral did not expire under
the terms of the Final Cash Collateral Order, entered Feb. 16, the
budget only extended through May 31, 2012.  As a result, the
Debtor and the Bank have executed a series of consent orders
extending the Debtor's use of cash collateral.  Pursuant to the
Fourth Supplemental Consent Order, the Debtor's existing use of
cash collateral expired on Oct. 31, 2012.

                             Objection

Bank of America objects to the proposed use of cash collateral to
pay for the Project Costs for several reasons:

   -- First, Debtor created a "false" emergency for an issue that
it could have raised in September 2012 (as Debtor submitted its
application during the first week of October 2012).  Debtor could
have provided sufficient lead time for Bank to review its
proposals, request additional information about said proposals,
and engage in dialogue about the proposals and their alleged
positive impact on the Property.  Instead, Debtor's counsel
requested an immediate response to Debtor's proposed use of cash
collateral.  When Bank responded in a manner fitting the time
schedule, Debtor never responded to Bank's proposal, but instead
filed the instant Motion on an emergency basis.

   -- Second, the Debtor mischaracterizes Bank's position on its
request. Bank was never given an actual opportunity to consider
the proposed request and did not engage in actual dialogue with
Debtor about the request.  Bank did request that Debtor's
equityholders pay for the difference between the total Project
Costs and the potential reimbursement from the City.  Debtor never
actually declined Bank's proposal or explained why Debtor's
equityholders would not or could not pay for these costs.
Consequently, Debtor's statement that "Bank would not agree to
allow the Debtor to use cash collateral to make the aforementioned
repairs and improvements unless the Debtor's members paid the
difference between the Project Costs and the amount of the
reimbursement from the City" is not correct, because Debtor never
actually engaged Bank in dialogue after Debtor's equityholders
apparently rejected Bank's proposal.

   -- Third, the Debtor has yet to provide full support for the
request or demonstrated how the use of cash collateral will affect
Debtor's ongoing operations and budgets.  Debtor has also not
provided Bank or this Court with any proposed budgets for the time
period in which Debtor would pay the Project Costs.

   -- Fourth, the Debtor has not proven that the proposed use of
cash collateral will actually increase the value of the Property
or its ability to lease the Property.

   -- Fifth, the Debtor has not established when or if it will
receive repayment from the City.  From the Motion, it appears that
Debtor is still awaiting approval from the City as to its grant
applications.

   -- Finally, the Debtor has not properly complied with either
the Bankruptcy Code or the Bankruptcy Rules in seeking relief.
While it vaguely cites to Bankruptcy Code Section 363 in the
preamble to its Motion, Debtor does not provide proper support for
its request under Section 363, or why it did not provide proper
notice under Bankruptcy Rule 2002.

For these reasons, the Bank says the Court should deny Debtor's
Motion as it pertains to the entry into the energy grant program
and payment of the proposed Project Costs.

                          About MW Group

Charlotte, North Carolina-based MW Group LLC filed for Chapter 11
bankruptcy (Bankr. W.D.N.C. Case No. 11-32674) on Oct. 21, 2011.
The Debtor scheduled assets of $10.32 million and liabilities of
$8.42 million.  Donald R. James signed the petition as manager.

The Debtor's assets consist of 36.5 acres of vacant land, 48 condo
units for rent, and 200 apartments known as Weyland and Weyland
II, located in Charlotte, Mecklenburg County, North Carolina.

The Debtor is represented by Christine L. Myatt, Esq., at Nexsen
Pruet, PLLC, in Greensboro, North Carolina.

No official committee of unsecured creditors has been appointed in
the case


NAKNEK ELECTRIC: Wants 7th Extension to Use Cash Collateral
-----------------------------------------------------------
Naknek Electric Association, Inc., asks the U.S. Bankruptcy Court
for the District of Alaska to approve a seventh stipulated order
permitting Naknek Electric Association, Inc.'s interim use of the
cash collateral of the United States Department of Agriculture,
Rural Utilities Service and National Rural Utilities Cooperative
Finance Corporation through August 2013.  The Court previously
authorized the Debtor to use up to $300,155 of Cash Collateral and
any other cash in its possession, solely for the purpose of paying
Debtor's Chapter 11 operating expenses.

The Debtor has prepared a budget that separately projects the
payments the Debtor makes to Rural Utilities Services (RUS) on its
present loans, National Rural Utilities Cooperative Finance
Corporation (CFC) on the $1.5 million DIP loan, and CFC on the DIP
Fuel Loan.  The Debtor is current on its RUS and CFC loans through
December 31, 2012.  The Debtor has said it would start December
2012 with approximately $234,851 of cash.

Until its Plan is confirmed, the Debtor will continue to need to
use cash collateral to produce electricity.  The proposed budget
adequately provides for ongoing operational costs, CFC and RUS
debt service, and the anticipated DIP loan for the 2013-2014 fuel
purchase.  It also adequately provides for payment of all
administrative expenses through the scheduled period.  The Debtor
anticipates that it will confirm a plan of reorganization during
this budget period and that there are sufficient funds available
in the later months of this budget to complete payment of
obligations which would become due on the effective date of the
Debtor's proposed plan.

A copy of the cash collateral budget and stipulation is available
for free at http://bankrupt.com/misc/NAKNEK_cashcollstip.pdf

               About Naknek Electric Association

Naknek, Alaska-based Naknek Electric Association, Inc., operates a
diesel power generation plant, storage and distribution system
on approximately 9.34 acres of land it owns in Naknek, Alaska.
It provides electricity to 591 members of the cooperative.  It
also is developing a geothermal well.

Naknek Electric filed for Chapter 11 bankruptcy protection (Bankr.
D. Alaska Case No. 10-00824) on Sept. 29, 2010.  Erik LeRoy, Esq.,
at Erik Leroy P.C., assists the Debtor in its restructuring
effort.  The Debtor disclosed $21,459,632 in assets and $7,523,708
as of the Chapter 11 filing.

The Debtor filed with the Court a plan of reorganization and an
accompanying disclosure statement on Sept. 15, 2011.  The Plan
proposed that the Debtor will pay Class 13, unsecured creditors,
$3 million over 60 months commencing on the Effective Date.  Based
on the current claims filed in the case, the proposed payment will
pay unsecured creditors a dividend of about $0.10 on each dollar
of claim.

A committee of unsecured creditors has been appointed by the
United States Trustee.


NAKNEK ELECTRIC: Disclosure Statement Hearing on Jan. 14
--------------------------------------------------------
Naknek Electric Association, Inc., has filed a second amended
disclosure statement in support of its plan of reorganization.

Under the proposed plan, the Debtor will use cash on hand and
current revenues to satisfy claims required by law to be paid on
the Effective Date of the Plan, including administrative and
priority expenses (other than certain post-petition financing
which will be paid out over time by agreement of the lender, the
National Rural Utilities Cooperative Finance Corporation (CFC).

The Debtor will honor its remaining secured financing obligations
to the Rural Utilities Services.  All other secured claims have
been resolved in accordance with the Geothermal Assets
Transaction.

The Debtor will dedicate a portion of the utility rates it
recovers from its members over the next 20 years to satisfy its
unsecured creditors' claims or afford them an opportunity for a
one-time payment on or before 180 days following the effective
date

The Debtor will preserve the interests of its members, subject to
the terms and conditions of the Plan.

The Debtor will plug and abandon the geothermal well in the spring
of 2013 with equipment provided by Baker Process, Inc. and with
the $500,000 now held in the plug and abandonment escrow.  Classes
2 and 6, Baker Hughes and BJ Services, will received nothing under
the Plan and those Claims will either be disallowed or withdrawn.
The Secured Claims of the mining lien claims in Classes 3, 4, 5,
7, 8 and 9 will be paid pursuant to the terms of the Geothermal
Asset Transaction.  These classes could participate in Class 10,
Unsecured, if their mining liens are not paid in full from drill
rig sale proceeds.  Any residual lien the Classes have will be
voided in the Order of Confirmation and each Claim will retain a
contingent Unsecured Claim until final payment under the
Geothermal Assets Transaction.

The Secured Claims of the four original mechanic liens (Class 4
Centrifuge, Class 7 BC Contractors, Class 8 Tecton, and Class 9
Workstring) retain their liens against the Geothermal Real
Property and may executed against the Geothermal Real Property or
choose to participate in Class 10, Unsecured, up to the amount of
its Allowed Claim which remains unpaid from the Geothermal Assets
Transaction.  Each Claim in Class 10, Unsecured, will be paid
according to its election.  Each claim in Class 10 will received
payments on its Allowed Claim for 20 years, or choose to reduce
its claim for one cash payment in 2013 which will exceed what it
would otherwise receive over a number of years under the Plan.

The hearing on the disclosure statement is scheduled for Jan. 14,
2013, at 10:00 A.M.

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

     http://bankrupt.com/misc/NAKNEK_ELECTRIC_ds_2amended.pdf

               About Naknek Electric Association

Naknek, Alaska-based Naknek Electric Association, Inc., operates a
diesel power generation plant, storage and distribution system
on approximately 9.34 acres of land it owns in Naknek, Alaska.
It provides electricity to 591 members of the cooperative.  It
also is developing a geothermal well.

Naknek Electric filed for Chapter 11 bankruptcy protection (Bankr.
D. Alaska Case No. 10-00824) on Sept. 29, 2010.  Erik LeRoy, Esq.,
at Erik Leroy P.C., assists the Debtor in its restructuring
effort.  The Debtor disclosed $21,459,632 in assets and $7,523,708
as of the Chapter 11 filing.

The Debtor filed with the Court a plan of reorganization and an
accompanying disclosure statement on Sept. 15, 2011.  The Plan
proposed that the Debtor will pay Class 13, unsecured creditors,
$3 million over 60 months commencing on the Effective Date.  Based
on the current claims filed in the case, the proposed payment will
pay unsecured creditors a dividend of about $0.10 on each dollar
of claim.

A committee of unsecured creditors has been appointed by the
United States Trustee.


NATIONAL CENTURY: VI/XII Trust Report for Qtr. Ended Sept. 30
-------------------------------------------------------------

                          Current        Paid to       Balance
                          Quarter        Date          Due
                          -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation         -              -             -
2. Fees for Attorney for
   Trustee                      -              -             -
3. Fee for Attorney for
   Debtor                $132,528    $11,476,310             -
4. Other professionals     47,028      5,902,156             -
5. All expenses,
   including trustee       20,012     12,754,665             -

B. DISTRIBUTIONS:
6. Secured Creditors            -    494,353,519             -
7. Priority Creditors           -              -             -
8. Unsecured Creditors          -              -             -
9. Equity Security
   Holders                      -              -             -
10.Other Payments or
   Transfers                4,169     58,498,750             -
                       ----------   ------------    ----------
Total Plan Payments      $203,737   $582,985,400             -
                       ==========   ============    ==========

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.


NATIONAL CENTURY: UAT Report for Qtr. Ended Sept. 30
----------------------------------------------------

                          Current        Paid to       Balance
                          Quarter        Date          Due
                          -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation         -              -             -
2. Fees for Attorney for
   Trustee                      -              -             -
3. Fee for Attorney for
   Debtor                  $8,335    $16,412,343             -
4. Other professionals     51,125     12,119,277             -
5. All expenses,
   including trustee       33,352     24,332,015             -

B. DISTRIBUTIONS:
6. Secured Creditors            -              -             -
7. Priority Creditors           -              -             -
8. Unsecured
   Creditors                    -    208,136,188             -
9. Equity Security
   Holders                      -              -             -
10.Other Payments or
   Transfers                    -              -             -
                       ----------    -----------    ----------
Total Plan Payments       $92,812   $260,999,823             -
                       ==========    ===========    ==========

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.


NATIONAL HOLDINGS: Incurs $1.9 Million Net Loss in Fiscal 2012
--------------------------------------------------------------
National Holdings Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $1.93 million on $118.64 million of total revenues
for the year ended Sept. 30, 2012, compared with a net loss of
$4.71 million on $126.52 million of total revenues during the
prior year.

The Company's balance sheet at Sept. 30, 2012, showed $16.58
million in total assets, $19.48 million in total liabilities and a
$2.89 million total stockholders' deficit.

National Holdings Corporation reported a net loss of $1.93 million
on $118.64 million of revenue for the 12 months ended Sept. 30,
2012, compared with a net loss of $4.71 million on $126.52 million
of revenue for the 12 months ended Sept. 30, 2011.  The Company
incurred a net loss of $6.6 million on $111.0 million on total
revenues for fiscal 2010.

The decrease in overall revenues which is primarily due to less
favorable retail market conditions for corporate securities
resulting in a lower volume of transactions made on behalf of the
Company's clients, is offset by an increase of 122% in the
Company's investment banking revenues and 7% in investment
advisory fees.

"We are very pleased that we generated a positive adjusted EBITDA
of $1,529,000...for the fiscal year ended September 30, 2012,
despite this very challenging environment.  This represents an
improvement of $1,410,000, despite nearly $7.9 million of lower
revenues and the best adjusted EBITDA performance by the Company
in over four years," stated Mark Goldwasser, chief executive
officer.  "We remain committed to managing our overhead and
streamlining our brokerage operations.  We will continue to focus
on corporate finance and the expansion of our independent network
of brokers and advisors through organic growth and the addition of
new branches and large OSJ's."

"We are making progress in moving our business mix and margins in
the right direction," stated Robert Fagenson, executive co-
chairman.  "With market conditions and investor confidence still
going through an extremely difficult period, our team has done an
outstanding job in cost cutting and maintaining positive EBITDA.
Our strong retail distribution network continues to expand and
bolster the growth of our syndicate, market making, investment
banking and investment advisory services."

Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred significant losses and has a working
capital deficit as of Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code."

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

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

                       http://is.gd/r2dOBH

                      About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.


NEVADA CAR WASH: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Nevada Car Wash Associates II LLC
        dba Blondie's Car Wash
        dba Goo Goo 3 Minute Express Wash
        30 Foxhall Close
        Nashville, TN 37215

Bankruptcy Case No.: 13-00006

Chapter 11 Petition Date: January 2, 2013

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Elliott Warner Jones, Esq.
                  Warner Jones, Esq.
                  EMERGE LAW PLC
                  1600 Division Street
                  Suite 675
                  Nashville, TN 37203
                  Tel: (615) 916-5264
                  Fax: (615) 916-5261
                  E-mail: elliott@emergelaw.net
                          warner@emergelaw.net

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

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

A list of the Company's eight largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/tnmb13-00006.pdf

The petition was signed by Forrest James, managing member.


NEWS PUBLISHING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: News Publishing Company
        305 East 6th Avenue
        Rome, GA 30162

Bankruptcy Case No.: 13-40002

Chapter 11 Petition Date: January 1, 2013

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Rome)

Debtor's Counsel: J. Nevin Smith, Esq.
                  SMITH CONERLY LLP
                  402 Newnan Street
                  Carrollton, GA 30117
                  Tel: (770) 834-1160
                  Fax: (770) 834-1190
                  E-mail: cstembridge@smithconerly.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ganb13-40002.pdf

The petition was signed by Burgett H. Mooney, III, president.


NIRCO PROPERTIES: Case Summary & 5 Unsecured Creditors
------------------------------------------------------
Debtor: NIRCO Properties, LLC
        2231 Oakdale Street
        Highland, IN 46322

Bankruptcy Case No.: 13-20009

Chapter 11 Petition Date: January 2, 2013

Court: United States Bankruptcy Court
       Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: Andrew L. Kraemer, Esq.
                  506 East 86th Ave.
                  Merrillville, IN 46410
                  Tel: (219) 791-9630
                  Fax: (219) 791-9631
                  E-mail: kraemera@sbcglobal.net

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

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

A copy of the list of five largest unsecured creditors is
available for free at http://bankrupt.com/misc/innb13-20009.pdf

The petition was signed by James W. Brunt, authorized agent.


NNN CYPRESSWOOD: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: NNN Cypresswood Drive 25, LLC
        3909 Woodland Avenue
        Western Springs, IL 60558

Bankruptcy Case No.: 12-50952

Chapter 11 Petition Date: December 31, 2012

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Michael L. Gesas, Esq.
                  ARNSTEIN & LEHR, LLP
                  120 South Riverside Plaza, Suite 1200
                  Chicago, IL 60606-3910
                  Tel: (312) 876-7125
                  Fax: (312) 876-6260
                  E-mail: mlgesas@arnstein.com

                         - and ?

                  Kevin H. Morse, Esq.
                  ARNSTEIN & LEHR, LLP
                  120 S. Riverside, Suite 1200
                  Chicago, IL 60606
                  Tel: (312) - 8767122
                  E-mail: khmorse@arnstein.com

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

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

The petition was signed by James H. Love, member.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Fameco Asset Management            Property Management    $100,000
625 West Ridge Pike
Building A, Suite 100
Conshohocken, PA 19428

Regal Properties                   Leasing Broker          $50,000
3636 Nobel Drive, Suite 350
San Diego, CA 92122

Daymark Properties Realty, Inc.    Property Management     $46,731
1551 Tustin Avenue, Suite 200
Santa Ana, CA 92705

Prestonwood Forest Utility         --                      $43,754
District

Capital Resconstruction Inc.       --                      $23,651

Daymark Properties Realty, Inc.    Property Management     $17,015

Hudson Energy                      --                      $10,168

Brown McCarrol LLP                 --                       $4,537

PFG Construction, LLC              --                       $4,209

NRAI Corporate Services, Inc.      --                       $2,640

Susman Tisdale Gayle Architects    --                       $2,335

Western Horticultural Services,    --                       $2,313
Inc.

Texas Tropical Plants              --                       $1,544

Alonti Caf‚ & Catering             --                       $1,476

Waste Connections of Texas, LLC    --                         $838

Prestonwood Forest Utility         --                         $831
District

C2 Repographics                    --                         $750

Geary, Porter & Donovan, PC        --                         $569

Environmental Coalition, Inc.      --                         $480

Anita Henry, RTA                   --                         $332


NNN PARKWAY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: NNN Parkway 400 26, LLC, a Delaware limited liability
        company
        25151 Danapepper
        Dana Point, CA 92629

Bankruptcy Case No.: 12-24593

Chapter 11 Petition Date: December 31, 2012

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

Judge: Theodor Albert

Debtor's Counsel: David A. Lee, Esq.
                  SMILEY WANG EKVALL & STROK LLP
                  650 Towne Center Drive, #950
                  Costa Mesa, CA 92626
                  Tel: (714) 966-1000
                  Fax: (714) 966-1002
                  E-mail: dlee@wgllp.com

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

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

The petition was signed by Mubeen Aliniazee, chief restructuring
officer.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Zodiac Data Systems, Inc.          Security Deposit       $100,000
11800 Amber Park Drive, Suite 140
Alpharetta, GA 30004

Ryan Wiedmayer                     Management Fees        $100,000
1797 Northwest Expressway, #100
Atlanta, GA 30329

GXS, Inc.                          Security Deposit        $80,252
11720 Amber Park Drive, Suite 600
Alpharetta, GA 30004

Media Broker Int'l, Inc.           Security Deposit        $38,874

Charter Communications Holding     Security Deposit        $15,789

Mangan Inc.                        Security Deposit        $10,650

Dayforce Inc.                      Security Deposit        $10,053

Unique Building Maintenance, Inc.  Services                 $7,485

Admin America                      Security Deposit         $6,483

Frederick Swanston                 Security Deposit         $6,560

NUAI Corporate Services, Inc.      Services                 $6,120

Web Indsutries, Inc.               Security Deposit         $5,250

Polaris Associates, Inc.           Security Deposit         $4,083

Planmark Financial Group Inc.      Security Deposit         $3,935

Urey Companies, LLC                Security Deposit         $3,683

Mirabeland Investments Inc.        Security Deposit         $2,681

Claims Verifications, Inc.         Security Deposit         $2,491

ValleyCrest Landscape              Services                 $2,058

Addco Metal Maintenance            Services                   $426

Borie Davis, Inc.                  Services                   $270


NUVILEX INC: Incurs $382,800 Net Loss in Quarter Ended Oct. 31
--------------------------------------------------------------
Nuvilex, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $382,816 on $6,287 of total revenue for the three months ended
Oct. 31, 2012, compared with a net loss of $437,152 on $19,844 of
total revenue for the same period during the prior year.

For the six months ended Oct. 31, 2012, the Company reported a net
loss of $893,333 on $12,913 of total revenue, compared with a net
loss of $1.12 million on $39,606 of total revenue for the same
period a year ago.

The Company's balance sheet at Oct. 31, 2012, showed $2.31 million
in total assets, $3.79 million in total liabilities, $580,000 in
preferred stock, and a $2.05 million total stockholders' deficit.

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

                        http://is.gd/UHlMlm

                         About Nuvilex Inc.

Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to
focus on developing and marketing products designed to improve the
health and well-being of those who use them.  The Company reported
a net loss of $1.89 million on $66,558 of total revenue for the
year ended April 30, 2012, compared with a net loss of $1.39
million on $125,997 of total revenue during the prior year.

Robison, Hill & Co., issued a "going concern" qualification on the
consolidated financial statements for the year ended April 30,
2012, citing recurring losses from operations which raises
substantial doubt about the Company's ability to continue as a
going concern.


NYTEX ENERGY: Files Fourth Quarter Investor Presentation
--------------------------------------------------------
NYTEX Energy Holdings, Inc., made a series of presentations to
investors and analysts.  A copy of the slide presentation is
available for free at http://is.gd/U8KTN5

                         About NYTEX Energy

Located in Dallas, Texas, Nytex Energy Holdings, Inc., is an
energy holding company with operations centralized in two
subsidiaries, Francis Drilling Fluids, Ltd. ("FDF") and NYTEX
Petroleum, Inc. ("NYTEX Petroleum").  FDF is a 35 year old full-
service provider of drilling, completion and specialized fluids
and specialty additives; technical and environmental support
services; industrial cleaning services; equipment rentals; and
transportation, handling and storage of fluids and dry products
for the oil and gas industry.  NYTEX Petroleum, Inc., is an
exploration and production company focusing on early stage
development of minor oil and gas resource plays within the United
States.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Whitley Penn LLP, in Dallas, Texas,
expressed substantial doubt about Nytex Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company is not in compliance with certain loan covenants
related to two debt agreements.

The Company's balance sheet at Sept. 30, 2012, showed $11.59
million in total assets, $5.05 million in total liabilities and
$6.54 million in total equity.


O&G LEASING: Bankruptcy Counsel Adds Noble to Firm Name
-------------------------------------------------------
O&G Leasing, LLC, et al., notified the U.S. Bankruptcy Court for
the Southern District of Mississippi that the firm name of its
counsel of record has changed from McCraney Montagnet & Quin,
PLLC, to Mccraney Montagnet Quin & Noble, PLLC.  The new e-mail
addresses and designations are:

         Mccraney, Montagnet Quin & Noble, PLLC
         Douglas C. Noble: dnoble@mmqnlaw.com
         O. Stephen Montagnet, III: smontagnet@mmqnlaw.com
         W. Thomas McCraney, III: tmccraney@mmqnlaw.com

All notices, pleadings, orders, and correspondence should be
directed to the Debtors' counsel at these e-mail addresses.

                         About O&G Leasing

Jackson, Mississippi-based O&G Leasing, LLC, was formed in 2006 to
acquire and construct land drilling rigs that it would lease to
its wholy-owned subsidiary, Performance Drilling Company, LLC.
Performance was formed to provide contract drilling services for
tArkLaTex (Arkansas, Louisiana and Eastern Texas) region, as well
as Alabama, Florida, Mississippi and Oklahoma.

The Company filed for Chapter 11 bankruptcy protection on May 21,
2010 (Bankr. S.D. Miss. Case No. 10-01851).  Douglas C. Noble,
Esq., at McCraney, Montagnet Quin & Noble, PLLC, in Ridgeland,
Mississippi, assists the Debtor in its restructuring effort.  BMC
Group, LLC, serves as the Debtor's voting agent.  The Debtor
estimated $10 million to $50 million in assets and $50 million to
$100 million in debts.

Performance filed a separate petition for Chapter 11 relief
(Bankr. S.D. Miss. Case No. 10-01852) on May 21, 2010.
Performance estimated assets and debts of between $1,000,000 and
$10,000,000 in its petition.

The Debtors filed on July 1, 2011, their Plan of Reorganization
[Dkt #407] and an accompanying Disclosure Statement [Dkt #408] for
which approval is being sought pursuant to Section 1125 of the
Bankruptcy Code.

First Security Bank, as Trustee, filed on July 22, 2011, its
Indenture Trustee's Chapter 11 Plan [Dkt #423], and an
accompanying Disclosure Statement for Its Chapter 11 Plan [Dkt
#425] on July 26, 2011, for which approval is also being sought
pursuant to Section 1125 of the Bankruptcy Code.


OLD CUTTERS: Annexation Fee, Community Housing Provisions Invalid
-----------------------------------------------------------------
Bankruptcy Judge Jim D. Pappas ruled that the annexation fee and
community housing provisions of an Annexation, Services and
Development Agreement between Old Cutters, Inc., and the City of
Hailey, are unenforceable.

Old Cutters and its principal creditor, Mountain West Bank,
commenced adversary proceedings against the City to determine the
status and extent of Hailey's claims against Old Cutters.

Judge Pappas granted MWB's motion requesting summary judgment
disallowing Hailey's proof of claim in the bankruptcy case.
However, MWB's motion for summary judgment declaring Hailey's lien
unenforceable under the Idaho statute of frauds and mortgage
statutes is denied.

In 2003 and 2005, Old Cutters purchased and assembled a tract of
real property in Blaine County, Idaho, that was contiguous to
Hailey's city boundaries.  Old Cutters acquired the Property
intending to subdivide and develop it as a residential planned
unit development.  The total purchase price of the Property was
$6.2 million, and Old Cutters' acquisition was financed through
cash contributions from its principal, John Campbell and his
company, COR, LLC, together with a $4.4 million bank loan made to
Old Cutters.

In connection with its development planning, Old Cutters
investigated various options for providing water and sewer
services to the project.  One option was to develop the Property
in Blaine County, but this would require Old Cutters to construct
a pocket sewage treatment plant for the new housing.  Another
option was to seek annexation of the Property into Hailey so the
development and the homes to be constructed could access city
water and sewer services.

After several meetings and negotiations between Old Cutters' and
Hailey's representatives, the parties settled on $3,787,500 as the
amount of the annexation fee to be paid by Old Cutters to Hailey.
The parties executed the Annexation Agreement on April 6, 2006.

In December 2005, Hailey had adopted what it called an
"Inclusionary Community Housing Ordinance".  According to the ICH
Ordinance, all new residential developments of five lots or more
were required to dedicate at least 20% of the total lots to what
it defined as affordable housing.  Old Cutters intended to develop
up to a total 149 residential units on the Property, and the
parties documented how Old Cutters intended to meet the
requirements of the ICH Ordinance in the Annexation Agreement. The
Annexation Agreement committed Old Cutters to develop 25 community
housing units.

Presumably motivated by the adverse decisions of two state
district courts holding that similar community housing ordinances
were invalid, Hailey repealed the ICH Ordinance in 2010.  However,
although Old Cutters requested it do so, Hailey refused to amend
the Annexation Agreement to release Old Cutters from the community
housing requirements, citing a waiver provision.  Hailey did,
however, agree to remove similar community housing requirement it
had imposed for development of a subdivision known as Sweetwater.

Other than Blaine County's claims for unpaid real estate taxes,
only three parties asserted creditor claims in Old Cutters'
bankruptcy case.  Old Cutters Investment, LLC, filed an unsecured
claim for $8,314,446, arising out of a "real estate sale."  MWB
filed a claim for $9,227,327 secured by the Property.  Hailey
filed a claim for $2,579,855, based on the Annexation Agreement,
secured by "Market Rate Lots."

After several attempts to obtain approval of a debt-repayment
plan, all of which generated objections from Hailey, the parties
achieved a consensus, and on Dec. 18, 2012, the Court confirmed
Old Cutters' Second Amended Plan of Reorganization.  The confirmed
plan takes into account resolution of the Debtor's and the bank's
adversary proceeding.

The cases are: Old Cutters, Inc., Plaintiff, v. City of Hailey,
Defendant; and Mountain West Bank, Plaintiff, v. City of Hailey,
Defendant, Adv. Proc. Nos. 11-8105-JDP., 11-8106-JDP (Bankr. D.
Idaho).  A copy of the Court's Dec. 31, 2012 Memorandum of
Decision is available at http://is.gd/i1jF29from Leagle.com.

Old Cutters, Inc., the corporation behind the struggling Old
Cutters subdivision east of Hailey, Idaho, filed a Chapter 11
petition (Bankr. D. Id. Case No. 11-41261) on Aug. 1, 2011.
Joseph M. Meier, Esq., at Cosho Humphrey, LLP, in Boise, Idaho,
serves as counsel.  The Debtor disclosed $3,001,993 in assets and
$20,671,830 in liabilities.


OMEGA NAVIGATION: Hearing on Use of Cash Collateral Tomorrow
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
continued until Jan. 9, 2013, at 2 p.m., the hearing to consider
Baytown Navigation Inc., et al.'s request for use of cash
collateral of existing secured lenders.  The hearing was continued
from Dec. 13, 2012.

HSH Nordbank AG, as agent, asserts that pursuant to the senior
facilities agreement and the other senior facilities documents,
the Debtors are indebted to the senior facilities lenders in the
principal amount of US$242,720,000, plus accrued and accruing
interest and all other amounts.   The junior lenders assert a
lien on inter alia, the ships, all cash collateral and all
prepetition collateral pursuant to a $42,500,000 loan dated
March 27, 2008.

As adequate protection from diminution in value of the lenders'
collateral, the Debtors will:

   -- make adequate protection payments;

   -- grant the lenders adequate protection liens in all of their
      rights, title and interest in their property, and a
      superpriority administrative expense claim status, subject
      to carve out.

   -- provide continued maintenance of, and insurance on, the
      ships and all of their other assets and property,
      consistent with the Debtors' prepetition practices.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

HSH Nordbank AG, as the senior lenders' agent, has first liens on
vessels to secure a US$242.7 million loan.  The lenders include
Bank of Scotland and Dresdner Bank AG.  The ships are encumbered
with US$36.2 million in second mortgages with NIBC Bank NV as
agent.  Before bankruptcy, Omega sued the senior bank lenders in
Greece contending they violated an agreement to grant a three
year extension on a loan that otherwise matured in April 2011.

An affiliate of Omega that manages the vessels didn't file, nor
did affiliates with partial ownership interests in other vessels.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


OSAGE EXPLORATION: Sunstone Discloses 7.8% Equity Stake
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Sunstone, LLC, and its affiliates disclosed
that, as of Jan. 1, 2013, they beneficially own 3,875,000 shares
of common stock of Osage Exploration and Development, Inc.,
representing 7.8% of the shares outstanding.  A copy of the filing
is available for free at http://is.gd/yW7LDX

                      About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

GKM, LLP, in Encino, California, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2011 financial results.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit as of Dec 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $13.19
million in total assets, $5.16 million in total liabilities and
$8.03 million in total stockholders' equity.

                         Bankruptcy Warning

Management of the Company has undertaken steps as part of a plan
to improve operations with the goal of sustaining the Company's
operations for the next 12 months and beyond.  These steps include
(a) assigning a portion of the Company's oil and gas leases in
Logan County, Oklahoma (b) participating in drilling of wells in
Logan County, Oklahoma within the next 12 months, (c) controlling
overhead and expenses and (d) raising additional equity or debt.
There is no assurance the Company can accomplish these steps and
it is uncertain the Company will achieve profitable operations and
obtain additional financing.  There is no assurance additional
financings will be available to the Company on satisfactory terms
and conditions, if at all.  If the Company is unable to continue
as a going concern, the Company may elect or be required to seek
protection from its creditors by filing a voluntary petition in
bankruptcy or may be subject to an involuntary petition in
bankruptcy.


OMTRON USA: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Omtron USA, LLC, dba Townsends, filed with the Bankruptcy Court
its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $16,810,916
  B. Personal Property           $23,822,490
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $256,776
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,261,980
                                 -----------      -----------
        TOTAL                    $40,633,406      $4,518,756

A copy of the Debtor's schedules is available for free at:

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

In November 2012, the U.S. Trustee set for Dec. 19, 2012, a
meeting of creditors under 11 U.S.C. Sec. 341(a) in the bankruptcy
case of Omtron.

Omtron USA bought poultry producer Townsends Inc. out of
bankruptcy in 2011, shut down operations in later that year, and
filed its own Chapter 11 petition (Bankr. D. Del. Case No. 12-
13076) on Nov. 9, 2012, in Delaware.  John H. Strock, III, Esq.,
at Fox Rothschild LLP, in Wilmington, Delaware, serves as counsel
to the Debtor.  The Siler City, North Carolina-based company
estimated assets and debt of $10 million to $50 million each in
Chapter 11 documents.

As reported by the Troubled Company Reporter on Jan. 3, 2013, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that Omtron was unable to keep the bankruptcy in Delaware.  Omtron
paid $24.9 million in February 2011 for the North Carolina
operations belonging to Townsends Inc.


OVERSEAS SHIPHOLDING: Seeks Okay of $15MM Intercompany Financing
----------------------------------------------------------------
BankruptcyData reported that Overseas Shipholding Group filed with
the U.S. Bankruptcy Court a motion to enter into postpetition
financing arrangements under which Debtor OSG International will
provide $15 million in intercompany financing to Debtors Delta
Aframax, Epsilon Aframax, Front President, Maple Tanker and Oak
Tanker.  The Court scheduled a January 24, 2013 hearing on the
matter.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.  Kurtzman Carson Consultants LLC will
provide certain administrative services.

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

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

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case
of Overseas Shipholding Group Inc.


PARADISE VALLEY: U.S. Trustee Unable to Form Creditors Panel
------------------------------------------------------------
Robert D. Miller, Jr., United States Trustee for Region 18, has
informed the U.S. Bankruptcy Court for the District of Montana
that he was unable to form an official committee of unsecured
creditors in the Chapter 11 case of Paradise Valley Holdings, LLC.
The Trustee said that despite efforts to contact unsecured
creditors, sufficient indications of willingness to serve on the
committee of unsecured creditors have not been received from
eligible persons.

                       About Paradise Valley

Paradise Valley Holdings LLC filed a Chapter 11 petition (Bankr.
D. Mont. Case No. 12-61585) in Butte, Montana on Sept. 28, 2012.

Paradise Valley, also known as Bullis Creek Ranch, disclosed
$14.2 million in total assets and $13.1 million in total
liabilities.  The Debtor owns properties in Park County, worth
$14.0 million, and secures a $12.0 million debt to American Bank.
The Debtor disclosed that part of the secured claims against the
property is a judgment lien in the amount of $250,000 held by the
Museum of the Rockies Inc. resulting from a lawsuit against the
debtor for breach of contract.  A copy of the schedules is
available at http://bankrupt.com/misc/mtb12-61585.pdf

Judge Ralph B. Kirscher oversees the case.  Patten, Peterman,
Bekkedahl & Green serves as the Debtor's legal counsel.


PATRIOT COAL: Committee Retains Carmody MacDonald as Local Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Patriot Coal
Corporation, et al., asks the U.S. Bankruptcy Court for the
Eastern District of Missouri for authorization to retain St. Louis
based Carmody MacDonald P.C. as local counsel and conflicts
counsel for the Committee, nunc pro tunc to Dec. 3, 2012.

Carmody MacDonald is expected to render such legal services that
the Committee may request in order to discharge the Committee's
responsibilities and further the interests of the Committee's
constituents in the cases.  Those services will include, without
limitation, assisting, advising and representing the Committee as
local counsel with respect to the Committee's responsibilities and
duties to creditors and to the Court.

The range of hourly billing rates of Carmody MacDonald partners
for this matter will be $325 and $395, associates $225 and $295,
and legal assistants/law clerks $150 and $175.

To the best of the Committee's knowledge (i) Carmody MacDonald is
a "disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, (ii) neither Carmody MacDonald nor its
professionals have any connection with Debtors, their creditors or
any other parties-in-interest, and (iii) Carmody MacDonald does
not hold or represent any interest adverse to the Committee in
respect of the matters for which it is to be retained.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.


PEAK RESORTS: Starr Assoc. to Work on Amendments to Offering Plan
-----------------------------------------------------------------
Peak Resorts, Inc., et al., seek authorization from the U.S.
Bankruptcy Court for the Northern District of New York to expand
the appointment of Starr Associates LLP to represent the Debtors
with respect to the preparation and submission of additional
amendments to the offering plan.

As reported by the Troubled Company Reporter on Sept. 11, 2012,
the Court granted debtor Hope Lake Investors, LLC, permission to
employ Starr as special counsel.  Specifically, Starr will
represent the Debtors in connection with preparation and filing of
the amended offering plan with the New York State Attorney
General's Office to allow a bulk sale of 246 condominium unites as
required by the FDIC.  The Amended Offering Plan is pursuant to
the Interim Order, entered Aug. 2, 2012, which authorizes the
Debtors to obtain post petition financing from the FDIC, on a
senior secured superpriority basis.

The Debtors have provided for the payment of a total of $7,500 for
fees for each amendment, which will be added to the Debtors'
budgets, to cover the expected fees of the preparation and filing
by Starr.  Hope Lake will adjust its budget to include the fees in
the next budget and will seek approval for the payment by the
FDIC-Receiver through the Debtor In Possession financing process.

The Debtors agree that all fees and disbursements will be paid as
an expense of administration upon further application to the Court
by Starr.

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PEREGRINE DEVELOPMENT: Co-Manager Buckaroo Partners Amends Plan
---------------------------------------------------------------
Buckaroo Partners, L.P., a co-manager of Peregrine Development,
LLC, filed with the U.S. Bankruptcy Court for the Eastern District
of Texas a Second Amended Plan of Reorganization dated Nov. 15,
2012, for the Debtor.

The Plan provides for resolution of the Debtor's outstanding
claims and equity interests.  Under the Plan, assets of the
Reorganized Debtor first will be used to pay holders of unpaid
Administrative Claims, Professional Fee Claims, Priority Claims,
and claims relating to U.S. Trustee Fees.  Holders of Allowed
General Unsecured Claims will be paid in full on the Effective
Date.   Under the Plan, holders of Equity Interests in the Debtor
will retain the Equity in the Debtor held on the Petition Date,
with the prohibition of payment of dividends until Classes 1 and 2
and Administrative Claims are paid as required by the Plan.  Upon
the Effective Date of the Plan, Buckaroo and Arthur James, II will
continue to serve as co-managers pursuant to the terms of the
prepetition operating agreement.  In addition, the chief
consulting officer will continue to serve the Debtor.

A copy of the Second Amended Plan is available for free at
http://bankrupt.com/misc/PEREGRINE_DEVELOPMENT_plan_2amended.pdf

                   About Peregrine Development

Peregrine Development, LLC, in Lewisville, Texas, owns undeveloped
real property in Denton County, Texas where retail and commercial
development continues to occur.  The Company filed for Chapter 11
bankruptcy protection (Bankr. E.D. Tex. Case No. 11-41449) on
May 3, 2011, represented by Michael R. Rochelle, Esq., and Eric M
Van Horn, Esq., at Rochelle McCullough L.L.P.  In its petition,
the Debtor estimated $10 million to $50 million in assets and
$1 million to $10 million in debts.  The petition was signed by
Arthur James, II, manager.


PETTERS COMPANY: Ch. 11 Trustee Taps Withers for British VI Law
---------------------------------------------------------------
Douglas A. Kelley, the Chapter 11 Trustee for Petters Company,
Inc., et al., asks the U.S. Bankruptcy Court for the District of
Minnesota for permission to employ Withers BVI as counsel
effective Oct. 1, 2012.

Withers will advise the trustee with respect to British Virgin
Islands law, the status of British Virgin Islands corporations,
legal strategies and to represent the trustee in any resulting
litigation in the British Virgin Islands, and related matters.

Nikitas John Olympitis, a special counsel in the law firm of
Withers BVI, tells the Court that the hourly rates of the firm's
personnel are:

         Jon Wall, partner                          $700
         Niki Olympitis, special counsel            $700
         Sara-Jane Knock, associate                 $380
         Sharada Shaw, paralegal                    $255

To the best of the trustee's knowledge, Withers does not hold or
represent an interest materially adverse to the Debtors, the
estates, or any class of creditors or equity security holders.

                    About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PETTERS COMPANY: Trustee Taps Stuarts for Cayman Islands Issues
---------------------------------------------------------------
Douglas A. Kelley, the Chapter 11 Trustee for Petters Company,
Inc., et al., asks the Bankruptcy Court for the District of
Minnesota for permission to employ Stuarts Walker Hersant as
counsel.  Stuarts Walker will advise and represent the trustee on
matters arising in the Cayman Islands arising from the adversary
proceedings related to the bankruptcy cases.

Richard Annette, a senior counsel at Stuarts Walker, tells the
Court that the hourly rates of Stuarts Walker are:

         Anthony Akiwumi                    $675
         Sarah Dobbyn                       $675
         Mr. Annette                        $600
         Christopher Levers                 $450
         Paul Murphy                        $450

To the best of the trustee's knowledge, Stuarts Walker does not
hold or represent an interest materially adverse to the Debtors,
the states or any class of creditors or equity security holders.

                    About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PETTERS COMPANY: OKs PBE Ch. 7 Trustee to Use Cash
--------------------------------------------------
Douglas Kelley, the duly appointed Chapter 11 trustee for Petters
Company, Inc., et al., requests that the Bankruptcy Court issue an
order:

   a. authorizing the Chapter 11 trustee, on behalf of the PCI
      Debtors, to enter into an agreement with John R. Stoebner,
      Chapter 7 Bankruptcy Trustee of PBE Corporation, et al., for
      use of certain cash collateral in which PCI claims an
      interest; and

   b. authorizing the Chapter 11 trustee to allow the PBE trustee
      to use cash collateral until Dec. 31, 2013, subject to the
      terms agreed upon by the PCI Debtors and the PBE trustee and
      memorialized in a cash collateral agreement.

The PBE Trustee says that the cash collateral is necessary for him
to perform his statutory duties in 2013.  The PBE trustee expects
the expenses in the 2013 to include expenses incurred relating to
the filing of2012 tax returns, administrative rent and storage,
retention of data, claims reconciliation, treasury wind-down,
estate management and miscellaneous expenses, finalizing sale of
estate assets, professional fees and costs incurred in connection
of evaluation and resolution of existing and prospective existing
matters and adversary proceedings, and the bond of the trustee.

As adequate protection from any diminution value of the lenders'
collateral, the PBE Debtors will: (i) grant the PCI Debtors
replacement liens in certain assets; (ii) maintain segregated
accounts or books of account for all items of cash constituting
cash collateral and items of cash not constituting cash
collateral; and (iii) provide the PCI Debtors copies of the
financial or operating reports as filed with the Office of the
U.S. Trustee.

                    About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PIPELINE DATA: Sec. 341 Meeting to Continue on Jan. 10
------------------------------------------------------
The meeting of creditors pursuant to Section 341 of the Bankruptcy
Code in the Chapter 11 cases of Pipeline Data Inc. and its debtor-
affiliates will continue on Jan. 10, 2013, at 10:30 a.m. at J.
Caleb Boggs Federal Building, 844 King Street, Room 2112,
Wilmington, Delaware.

As reported by the Troubled Company Reporter on Dec. 3, 2012, the
U.S. Trustee for Region 3 scheduled a Section 341 meeting for
Dec. 17, 2012, at 10:00 am, J. Caleb Boggs Federal Building, 844
King Street, 2nd Floor, Room 2112, in Wilmington, Delaware.

                       About Pipeline Data

Pipeline Data Inc., a processor of debit and credit cards for
smaller retailers, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 12-13123) on Nov. 19, 2012, in Delaware with plans for
selling the business as a going concern.

Alpharetta, Georgia-based Pipeline Data provides credit and debit
card payment processing services to approximately 15,000
merchants.  The Company has 36 employees.

Attorneys at Whiteford Taylor Preston LLC, in Wilmington,
Delaware, and Kirkland & Ellis L.L.P. serve as counsel.
AlixPartners L.L.P. is the financial advisor.  Dragonfly Capital
Partners L.L.C. is the investment banker.

The Debtor estimated assets of $1 million to $10 million and debts
of $50 million to $100 million.  Pipeline, which sought bankruptcy
together with affiliates, owes $66.6 million in principal and
interest to first-lien creditors who have liens on all assets.


PIPELINE DATA: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Pipeline Data, Inc., filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $4,491,699
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $59,880,417
  E. Creditors Holding
     Unsecured Priority
     Claims                                      Undetermined
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,715,525
                                 -----------      -----------
        TOTAL                     $4,491,699      $61,595,942

The other Debtors also filed their respective schedules,
disclosing:

        Company                           Assets      Liabilities
        -------                           ------      -----------
Valadata, Inc.                           $36,254      $59,880,417
SecurePay.com, Inc.                      $49,067      $59,880,494
PayPassage, Inc.                              $0      $59,880,417
Paynet Systems, Inc.                    $168,654      $59,881,526
Aircharge, Inc.                          $63,978      $59,887,317
Cardaccept.com, Inc.                          $0               $0
PayPipe Inc.                            $191,504      $59,884,573
Northern Merchant Services, Inc.        $569,613      $59,886,813
Pipeline Data Portfolio Acq, Inc.        $12,525      $59,880,471
Pipeline Data Processing, Inc.        $1,706,914      $60,008,651

Copies of the schedules are available for free at:

     http://bankrupt.com/misc/pipeline.SAL.doc86.pdf
     http://bankrupt.com/misc/pipeline.SAL.doc87.pdf
     http://bankrupt.com/misc/pipeline.SAL.doc88.pdf
     http://bankrupt.com/misc/pipeline.SAL.doc89.pdf
     http://bankrupt.com/misc/pipeline.SAL.doc90.pdf
     http://bankrupt.com/misc/pipeline.SAL.doc91.pdf
     http://bankrupt.com/misc/pipeline.SAL.doc92.pdf
     http://bankrupt.com/misc/pipeline.SAL.doc93.pdf
     http://bankrupt.com/misc/pipeline.SAL.doc94.pdf
     http://bankrupt.com/misc/pipeline.SAL.doc95.pdf
     http://bankrupt.com/misc/pipeline.SAL.doc96.pdf

                        About Pipeline Data

Pipeline Data Inc., a processor of debit and credit cards for
smaller retailers, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 12-13123) on Nov. 19, 2012, in Delaware with plans for
selling the business as a going concern.

Alpharetta, Georgia-based Pipeline Data provides credit and debit
card payment processing services to approximately 15,000
merchants.  The Company has 36 employees.

Attorneys at Whiteford Taylor Preston LLC, in Wilmington,
Delaware, and Kirkland & Ellis L.L.P. serve as counsel.
AlixPartners L.L.P. is the financial advisor.  Dragonfly Capital
Partners L.L.C. is the investment banker.

The Debtor estimated assets of $1 million to $10 million and debts
of $50 million to $100 million.  Pipeline, which sought bankruptcy
together with affiliates, owes $66.6 million in principal and
interest to first-lien creditors who have liens on all assets.


PLC SYSTEMS: Amends 2011 Form 10-K for Typographical Error
----------------------------------------------------------
PLC Systems Inc. has amended its annual report on Form 10-K for
the year ended Dec. 31, 2011, to correct a typographical mistake
in Item 8 in the Report of Independent Registered Public
Accounting Firm.  The date of that Report, found on Page F-2,
should read "March 30, 2012" rather than "March 30, 2011."  Other
than that correction, there are no other changes in Item 8 as
previously filed on Form 10-K.

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

                          About PLC Systems

Milford, Massachusetts-based PLC Systems Inc. is a medical device
company specializing in innovative technologies for the cardiac
and vascular markets.  The Company's key strategic growth
initiative is its newest marketable product, RenalGuard(R).
RenalGuard is designed to reduce the potentially toxic effects
that contrast media can have on the kidneys when it is
administered to patients during certain medical imaging
procedures.

Following the 2011 financial results, McGladrey & Pullen, LLP, in
Boston, Massachusetts, expressed substantial doubt about PLC
Systems' ability to continue as a going concern.  The independent
auditors noted that the Company has sustained recurring net losses
and negative cash flows from continuing operations.

The Company reported a net loss of $5.76 million for 2011,
compared with a net loss of $505,000 for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.79
million in total assets, $16.85 million in total liabilities and a
$15.06 million total stockholders' deficit.


PURE PRESBYTERIAN: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: The Pure Presbyterian Church
        12818 Lee Highway
        Fairfax, VA 22030

Bankruptcy Case No.: 13-10027

Chapter 11 Petition Date: January 2, 2013

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Weon Geun Kim, Esq.
                  WEON G. KIM LAW OFFICE
                  8200 Greensboro Drive
                  Suite 900
                  McLean, VA 22102
                  Tel: (571) 278-3728
                  Fax: (703) 462-5459
                  E-mail: jkkchadol99@gmail.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 Jae Duk Kim, pastor.


QBEX ELECTRONICS: Has Interim Permission to Use Cash Collateral
---------------------------------------------------------------
Judge Robert Mark has authorized QBEX Electronics Corporation
Inc., on an interim basis, to use cash collateral of its
prepetition lender.

QBEX owes $3.68 million, plus unpaid accrued interest, costs and
attorneys' fees, under a 2006 revolving line of credit with Bank
Leumi USA.  The bank asserts a first priority perfected security
interest in the Debtor's property.

QBEX said it has not reviewed the line of credit or any of the
related documents that give rise to any claim the bank has against
the Debtor.  QBEX said it reserves the right to reconsider any
position pertaining to the validity, priority or extent of any
lien claimed by the bank against the Debtor's estate.

Judge Mark also has authorized QBEX to pay prepetition claims of
critical vendors.  The Bankruptcy Court directed the Critical
Vendors to continue to provide the Debtors with the same services,
upon the same terms, as they provided prior to the Petition Date,
upon payment of the Critical Vendor Claims.

The critical vendors include Envia Colvanes Ltda., Transportes
Saferbo S.A., Lilly & Associates Cargo Colombia S.A., Master
Freight International Ltda., Transava, Inc., and Fedex.

                             About QBEX

QBEX Electronics Corporation, Inc., based in Miami, Florida, filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 12-37551) on
Nov. 15, 2012.  Judge Robert A. Mark oversees the case.  Robert A.
Schatzman, Esq., and Steven J. Solomon, Esq., at GrayRobinson,
P.A., serve as the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, listing $433,627 in
assets and $5,792,217 in liabilities.


QBEX ELECTRONICS: Can Employ GrayRobinson as Counsel
----------------------------------------------------
The Bankruptcy Court for the Southern District of Florida has
authorized QBEX Electronics Corporation Inc. to employ Robert A.
Schatzman of GrayRobinson P.A. as bankruptcy counsel.

The firm's Robert A. Schatzman will lead the engagement.  The firm
will, among others, represent the Debtor in negotiations with its
creditors in the preparation of a bankruptcy plan.

The firm attests it does not hold or represent any interest
adverse to the Debtor's estates, and is "disinterested" as that
term is defined in 11 U.S.C. Sec. 101(14).

                             About QBEX

QBEX Electronics Corporation, Inc., based in Miami, Florida, filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 12-37551) on
Nov. 15, 2012.  Judge Robert A. Mark oversees the case.  Robert A.
Schatzman, Esq., and Steven J. Solomon, Esq., at GrayRobinson,
P.A., serve as the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, listing $433,627 in
assets and $5,792,217 in liabilities.


QBEX ELECTRONICS: Section 341 Meeting Scheduled for Jan. 9
----------------------------------------------------------
The Section 341(a) Meeting of Creditors of QBEX Electronics
Corporation, Inc., has been scheduled for Jan. 9, 2013, at 1:30
p.m.  The meeting will be held at 51 SW First Ave Room 1021, in
Miami.

                             About QBEX

QBEX Electronics Corporation, Inc., based in Miami, Florida, filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 12-37551) on
Nov. 15, 2012.  Judge Robert A. Mark oversees the case.  Robert A.
Schatzman, Esq., and Steven J. Solomon, Esq., at GrayRobinson,
P.A., serve as the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, listing $433,627 in
assets and $5,792,217 in liabilities.


QBEX ELECTRONICS: Wants to Hire Francisco Fernandez as Accountant
-----------------------------------------------------------------
QBEX Electronics Corporation, Inc., asks the Bankruptcy Court for
authority to employ Francisco Fernandez and his firm Prats
Fernandez & Co. to serve as Financial Advisor and Accountant.

The Firm has been the Debtor's accountants for 20 years. The Firm
provides book keeping, auditing and preparation of financial
statements for the Debtors.

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

                             About QBEX

QBEX Electronics Corporation, Inc., based in Miami, Florida, filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 12-37551) on
Nov. 15, 2012.  Judge Robert A. Mark oversees the case.  Robert A.
Schatzman, Esq., and Steven J. Solomon, Esq., at GrayRobinson,
P.A., serve as the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, listing $433,627 in
assets and $5,792,217 in liabilities.


REAL ESTATE ASSOCIATES: Shuffles Execs; Has New CEO and CFO
-----------------------------------------------------------
Real Estate Associates Limited VII has said that effective
Dec. 19, 2012, John Bezzant resigned as the equivalent of the
chief executive officer of the Partnership.

To fill this vacancy, the sole member of the corporate general
partner of the Partnership has appointed Brian Flaherty.
Effective Dec. 19, Mr. Flaherty served as Senior Managing Director
of the corporate general partner of the Partnership and the
equivalent of the chief executive officer of the Partnership.

Additionally, effective Dec. 19, Mr. Stephen Waters resigned as
the equivalent of the chief financial officer of the Partnership.
To fill this vacancy, the sole member of the corporate general
partner of the Partnership has appointed Eric Mathis.

In February 2012, Mr. Flaherty, 44, was appointed to Senior
Managing Director with McGrath Investments Management, LLC, with
responsibilities for asset management and transactions.
Previously, Mr. Flaherty served in various positions at Apartment
Investment and Management Company, which he joined in 2002, most
recently serving as Senior Vice President with responsibilities
for asset management and transactions, from January 2011 to
February 2012, and in various acquisition, asset management, and
disposition functions within Aimco covering both conventional and
affordable portfolios from 2002 through 2010.  Prior to joining
Aimco, Mr. Flaherty was Vice President of Acquisitions for
National Partnership Investments Corporation, responsible for
originating, structuring, and underwriting equity investments in
multi-family Low Income Housing Tax Credit projects.  From 1998
through 2001, Mr. Flaherty was Vice President of Acquisitions with
Key Bank.  From 1990 through 1998, Mr. Flaherty served in several
capacities at Boston Capital Partners, a national real estate
investment firm.  Mr. Flaherty received a Bachelor of Science
Degree in Accounting from Bentley College.

Effective Dec. 31, 2012, Mr. Mathis assumed the position of Vice
President of the corporate general partner of the Partnership, and
the equivalent of the chief financial officer of the Partnership
with responsibilities for fund management and investor reporting.
Since 2008, Mr. Mathis, 39, has served as the Director of Fund
Management at Aimco with responsibilities for fund management and
investor reporting.  Prior to that, Mr. Mathis served in various
real estate accounting and special projects accounting functions
within Aimco from 1998 through 2008.  Mr. Mathis received a
Bachelor of Science Degree in Accounting from Clemson University.

Aimco/Bethesda Holdings, Inc, a wholly-owned subsidiary of Aimco,
previously entered into an option agreement with a third party
management services company for the management of a portfolio of
approximately 147 properties with 10,184 units held by entities,
including the Partnership, in which Bethesda Holdings has minority
limited and general partner interests.  Bethesda Holdings also
entered into an option agreement with the management company
pursuant to which it granted the company the exclusive option, for
a period ending on Dec. 27, 2013, to purchase Bethesda Holdings'
minority interests in the portfolio.  The sale of those interests
pursuant to that option was completed on December 19, 2012.

                   About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On February 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The Partnership will be dissolved only upon the expiration of 50
complete calendar years -- December 31, 2033 -- from the date of
the formation of the Partnership or the occurrence of various
other events as specified in the Partnership agreement.  The
principal business of the Partnership is to invest, directly or
indirectly, in other limited partnerships which own or lease and
operate Federal, state and local government-assisted housing
projects.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

The Partnership holds limited partnership interests in 11 local
limited partnerships as of both March 31, 2010, and December 31,
2009.  The Partnership also holds a general partner interest in
Real Estate Associates IV, which, in turn, holds limited
partnership interests in nine additional Local Limited
Partnerships; therefore, the Partnership holds interests, either
directly or indirectly through REA IV, in 20 Local Limited
Partnerships.  The general partner of REA IV is NAPICO.  The Local
Limited Partnerships own residential low income rental projects
consisting of 1,387 apartment units at both March 31, 2010, and
December 31, 2009.  The mortgage loans of these projects are
payable to or insured by various governmental agencies.

The Partnership reported a net loss of $861,000 on $0 of revenue
in 2011, compared with net income of $171,000 on $0 of revenue in
2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.1 million
in total assets, $13.3 million in total liabilities, and a total
partners' deficit of $12.2 million.

                           Going Concern

The Partnership continues to generate recurring operating losses.
In addition, the Partnership is in default on notes payable and
related accrued interest payable that matured between December
1999 and January 2012.

Four of the Partnership's five remaining investments involved
purchases of partnership interests from partners who subsequently
withdrew from the operating partnership.  As of June 30, 2012, and
Dec. 31, 2011, the Partnership was obligated for non-recourse
notes payable of $4,463,000 and $6,070,000, respectively, to the
sellers of the partnership interests, bearing interest at 9.5% to
10%.  Total outstanding accrued interest is $11,323,000 and
$15,215,000 at June 30, 2012, and Dec. 31, 2011, respectively.
These obligations and the related interest are collateralized by
the Partnership's investment in the local limited partnerships and
are payable only out of cash distributions from the Local Limited
Partnerships.  Unpaid interest was due at maturity of the notes.
All of the notes payable have matured and remain unpaid at June
30, 2012.

No payments were made on the notes payable during the six months
ended June 30, 2012 or 2011.  As a result, there is substantial
doubt about the Partnership's ability to continue as a going
concern.

After auditing the 2011 results, Ernst & Young LLP, in
Greenville, South Carolina, expressed substantial doubt about the
Partnership's ability to continue as a going concern.  The
independent auditors noted that the Partnership continues to
generate recurring operating losses.  In addition, notes payable
and related accrued interest totalling $16.2 million are in
default due to non-payment.


REDPRAIRIE CORP: S&P Withdraws 'B+' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' corporate
credit rating on RedPrairie Corp. and its 'B+' issue-level and '3'
recovery ratings on the company's $360 million term loan and
$40 million revolving credit facility.

"The rating action follows RedPrairie's merger with JDA Software
Group Inc.," said Standard & Poor's credit analyst Christian
Frank.  "We have assigned new ratings to RP Crown Parent LLC,
which is the issuer of the combined entity's credit facilities,"
S&P said.


RESIDENTIAL CAPITAL: Ally Seeks to Halt Class Suit
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ally Financial Inc., the nonbankrupt parent of
bankrupt Residential Capital LLC, filed papers in bankruptcy court
aimed at halting a class suit for violation of the so-called
automatic stay.

The report relates that Ally was named as a defendant by mortgage
borrowers in a class suit filed in September in U.S. district
court in New York. The suit alleged various violations of law in
connection with so-called forced-placed insurance.  The plaintiffs
made Ally a defendant on the theory it is the so-called alter ego
for ResCap, Ally's mortgage servicing subsidiary. The complaint
also contends that the district court should pierce the corporate
veil and make Ally liable for ResCap's debts.

According to the report, in papers filed Dec. 21 in U.S.
Bankruptcy Court in New York, Ally argues that the suit violates
the automatic stay in bankruptcy halting suits involving a
bankrupt company like ResCap or its property.  Ally contends in
the papers that veil piercing and alter ego claims belong to
ResCap and therefore can't be prosecuted by class-actions
plaintiffs without violating the automatic stay.

At a hearing Feb. 28, Ally wants the bankruptcy court either to
halt the suit under the automatic stay or say the suit was void
from the outset.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or   215/945-7000).


RESIDENTIAL CAPITAL: Court Approves Ally's $8.9MM Admin. Claim
--------------------------------------------------------------
Judge Martin Glenn authorized Residential Capital LLC and its
affiliates to reimburse Ally Financial Inc. for payments made to
the Debtors' employees on account of deferred cash issued as part
of those employees' compensation on or after the Petition Date.
AFI will be granted an $8.9 million administrative claim on behalf
of the postpetition salary AFI gave to three senior executives of
the Debtors.

Historically, the Debtors reimbursed AFI for the payroll and
compensation amounts AFI paid directly to the Debtors' employees
on the Debtors' behalf.  This reimbursement included sums on
account of cash payments made to the Debtors' employees for
compensation that was delayed pursuant to Troubled Asset Relief
Program (TARP) in the form of deferred stock units ("DSUs" or
"Salary Stock").

As of the Petition Date, 81 current and former employees had
compensation awards, in the form of both deferred cash and Salary
Stock, which will become due and owing over the course of these
Chapter 11 cases.  Upon seeking bankruptcy protection, the
Debtors stopped reimbursing AFI for the amounts owing to their
employees on account of prepetition-issued compensation.  AFI and
the Debtors not only disputed which entity was responsible for
funding the approximately $48.9 million owed to the Debtors'
employees on account of prepetition-issued compensation that is
monetized on a postpetition basis but also AFI's implementation
of the letters issued by the U.S. Department of Treasury's Office
of the Special Master for the Debtors' employees.

However, in an effort to avoid drawn-out and disruptive
litigation over those matters, the parties ultimately agreed that
AFI would implement the term of the OSM Letters and also fund all
compensation amounts owed to the Debtors' employees
(approximately4 $48.9 million) for equity and deferred cash
issued prepetition.  The parties also agreed that the Debtors
would reimburse AFI solely for all postpetition issued Salary
Stock to the Debtors' three most senior executives, which
comprises a significant portion of their salary and is estimated
to be approximately $8.9 million.

The Debtors are also authorized to provide a release to AFI and
its shareholders and subsidiaries from all claims and causes of
action arising from the employment by AFI of any of the employees
or arising from payments owed to the employees on account of
employment by AFI, Residential Capital, LLC, and any of its
subsidiaries.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Assumes Costa Mesa, Calif. Lease
-----------------------------------------------------
Residential Capital LLC and its affiliates sought and obtained
permission from the Court for Debtor GMAC Mortgage, LLC, to assume
a lease, dated Aug. 1, 2005, entered into with The Irvine Company,
LLC, for real property located at 3200 Park Center Drive, in Costa
Mesa, California.

The Debtors intend to continue to occupy the premises until the
expiration of the lease on March 31, 2013.  The monthly rent
under the Lease is $58,993, and the total rental cost for the
period from January 31, 2012, through March 31, 2013, is
$114,314.  The Debtors are current on all obligations under the
Lease.  They believe that there are no cure costs associated with
the assumption of the Lease.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: KPMG Also Provides Work for CoverageOne
------------------------------------------------------------
James W. McAveeney, a principal of KPMG LLP, disclosed in a
supplemental declaration that the Canadian member firm of KPMG
International, KPMG LLP (Canada), has been engaged by Motors
Insurance Corporation and CoverageOne Corporation to provide
certain tax advisory and compliance services, including
(a) preparing current and future income tax provisions for Motors
and CoverageOne, (b) preparing income tax returns for Motors and
CoverageOne, and (c) assisting with general compliance queries
and corporate tax advisory queries of a general nature relating
to various income and indirect tax matters.  Each of Motors and
CoverageOne is a non-Debtor indirect subsidiary of the Debtors'
parent, Ally Financial Inc.

Mr. McAveeney, however, assured the Court that the Tax Services
are unrelated to the Debtors and the Debtors' bankruptcy cases and
KPMG LLP remains a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

KPMG submitted the declaration to the bankruptcy court as it has
been earlier retained by the debtors Residential Capital LLC and
its affiliates to for tax compliance and information technology
advisory services.

The Debtors have obtained approval to hire KPMG to provide tax
compliance services at these hourly rates:

   Personnel                   Hourly Rates
   ---------                   ------------
   Partners/Managing Directors     $510
   Directors                       $435
   Managers                        $345
   Senior Associates               $240
   Associates                      $195

Meanwhile, the firm's hourly billing rates for IT advisory
services to be provided are:

   Personnel                   Hourly Rates
   ---------                   ------------
   Partners/Principals             $330
   Directors/Senior Managers       $260
   Managers                        $215
   Senior Associates               $195
   Associates                      $160

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Discloses 90-Day Transfers to Creditors
------------------------------------------------------------
Residential Capital, LLC, filed with the Court an amended
statement of financial affairs disclosing transfers made to
creditors 90 days prior to the Petition Date and transfers made
to insiders 100 days prior to the Petition Date.  A copy of the
Amended Statement is available for free at:

           http://bankrupt.com/misc/rescapdec11sofa3b.pdf

Residential Funding Company, LLC, also filed with the Court an
amended statement of financial affairs disclosing transfers made
to creditors 90 days prior to the Petition Date and transfers made
to insiders 100 days prior to the Petition Date.  A copy of the
Amended Statement is available for free at:

            http://bankrupt.com/misc/resfundec11sofa3b.pdf

Moreover, GMAC Mortgage, LLC, filed with the Court an amended
statement of financial affairs disclosing transfers made to
creditors 90 days prior to the Petition Date and transfers made to
insiders 100 days prior to the Petition Date.  A copy of the
Amended Statement is available for free at:

              http://bankrupt.com/misc/gmacdec11sofa3b.pdf

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


REVEL AC: Wins Additional $150 Million Financing
------------------------------------------------
Revel AC, Inc., completed an amendment to its existing revolving
credit facility with JP Morgan Chase Bank, N.A., as administrative
agent, and the lenders and financial institutions party thereto.
The amendment provides for the addition of a new $125 million term
loan under the facility and an increase of $25 million in the
existing revolving commitments.  A portion of the proceeds of the
new term loan were used by the Company to reduce amounts
outstanding under its existing revolving credit facility.  As
previously announced, the Company intends to use the incremental
funds to support Revel's strategic growth plans, and to provide
additional capital for liquidity and funding for certain gaming
projects at its resort in Atlantic City.

Kevin DeSanctis, Revel's Chairman and CEO said, "We appreciate the
continued support and confidence of our investors, who have
demonstrated a strong belief in our business model.  This
additional funding will enable us to execute our strategic build-
out of exciting new gaming, food and beverage, and entertainment
amenities.  These new offerings will allow us to enhance and
improve both the gaming and leisure experience for our customers."

The Company announced plans to build a new high limit slot ultra-
lounge, an expanded players club, a three meal restaurant
accessible to a broader audience and plans to expand the Company's
quick-serve food options.

Mr. DeSanctis also said, "Our existing product offering has
allowed us to drive significant non-gaming revenues, particularly
in the group and leisure segments.  In terms of performance, the
gaming segment is clearly the area where we need to see
improvement and is our primary focus.  We believe these new and
expanded gaming offerings, combined with newly appointed
leadership, specifically in our slot marketing area, will generate
significant improvement in our overall gaming volumes,
particularly as we enter into the Spring and Summer seasons."

Darlene Monzo, Senior Vice-President of Marketing added, "From a
gaming perspective, we are excited to reintroduce our new gaming
and loyalty program to the market, and coupled with these exciting
new gaming amenities, I am quite confident the steps we are taking
will result in significant improvements in our market share."

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

                         http://is.gd/pSbquF

          $30MM Loss in October, $27MM Loss in November

The Company also disclosed results of operations for the months of
October and November 2012 were provided to the Company's lenders
in connection with the new financing.

The Company incurred a net loss of $30.3 million on $12.6 million
of net revenue in October 2012 and a net loss of $27.6 million on
$8 million of revenue in November of the same year.

The Company said Hurricane Sandy and its aftermath has had a
significant impact on its results of operations for the months of
October and November 2012.

A copy of the Report is available for free at:

                        http://is.gd/JTZjVq

                           About Revel AC

Atlantic City, N.J. Revel AC, Inc., owns and operates Revel, a Las
Vegas-style, beachfront entertainment resort and casino located on
the Boardwalk in the south inlet of Atlantic City, New Jersey.

At Sept. 30, 2012, the Company had $1.14 billion in total assets,
$1.39 billion in total liabilities and a $243.12 million total
owners' deficit.

                           *     *     *


As reported by the TCR on Aug. 21, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Atlantic City-
based Revel AC Inc., the operator of the Revel Resort, to 'CCC'
from 'B-'.

"The downgrade reflects our view that a strong opening for the
Revel Resort was critical to the company's ability to ramp up cash
flow generation to a level sufficient to service its capital
structure.

In February 2011, Moody's Investors Service assigned Caa1
Corporate Family and Probability of Default ratings to Revel AC,
LLC.  The Caa1 Corporate Family Rating and Probability of Default
Rating (PDR) reflect the considerable development and ramp-up risk
associated with Revel AC.


ROSETTA GENOMICS: Dr. Yitzhak Peterburg Elected to Board
--------------------------------------------------------
Rosetta Genomics Ltd. held a special meeting of its shareholders
on Dec. 26, 2012.  The sole proposal brought before the
shareholders at the Special Meeting was the election of Dr.
Yitzhak Peterburg to serve as a Class I director of the Company
until the annual general meeting of the Company's shareholders to
be held in 2014.  This proposal was approved by the shareholders
at the Special Meeting.

Dr. Peterburg has served as a consultant to the Company since
October 2012.  He currently serves on the Board of Directors of
TEVA Pharmaceuticals, prior to which he served as TEVA's Senior
Vice President, Head of Global Branded Products, prior to which he
served on the board of TEVA.  Prior to his positions with TEVA,
Dr. Peterburg was President and CEO of Cellcom, one of Israel's
leading cellular companies.  Between the years of 1990 to 2002,
Dr. Peterburg was with Clalit Health Services, a non-governmental,
not-for-profit organization that provides comprehensive health
services to more than 55% of the Israeli population.

From 1997 to 2002 he served as General Manager (CEO) for Clalit
Health Services and from 1990 to 1997 he held a series of senior
executive positions including Head, Health Policy Division and
Chief Information Officer, Medical Division.  Among his many
positions at Clalit, from 1995-1997, Dr. Peterburg served as CEO
of Soroka University Medical Center, Beer-Sheba, Israel, one of
the biggest university hospitals in Israel.  Dr. Peterburg
received an M.D. from the Hebrew University of Jerusalem, and
holds a Ph.D. in health services administration from the Columbia
University School of Public Health in New York and a master's
degree in information systems from the London School of Economics.

As a director of the Company, Dr. Peterburg is entitled to receive
remuneration as paid to the other directors of the Company, which
includes: (1) US $20,000 plus VAT per year, paid in equal
quarterly installments, and US $7,500 plus VAT per committee on
which the director serves, and (2) a fee of US $250 plus VAT for
every Board or committee meeting including, inter alia, meeting by
means of communication (teleconferences) and unanimous written
resolutions.

In addition, in accordance with the director compensation policy
each director is entitled to receive: (1) options to purchase
24,000 Ordinary Shares, at an exercise price per share equal to
the closing price of the Ordinary Shares on the date of the
shareholders' meeting approving the options, vesting in equal
installments annually over a period of three years beginning on
the date of the shareholders meeting approving the options, and
(2) 5,000 Restricted Stock Units upon the commencement of each
twelve months period in office as a director beginning on the date
of the shareholders meeting approving the options.  The options
and RSUs are granted and otherwise subject to the same terms and
conditions as applicable to options and RSUs granted under the
Company's 2006 Employee Incentive Plan (Global Share Incentive
Plan (2006)), except that the exercise period of the options and
RSUs upon termination will be six months.  Dr. Peterburg has been
appointed to the Board of Directors' Research and Development
Committee as well as the Nomination and Governance Committee.

                           About Rosetta

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

The Company reported a net loss after discontinued operations of
$8.83 million in 2011, compared with a net loss after discontinued
operations of $14.76 million in 2010.

The Company's balance sheet at June 30, 2012, showed $7.67 million
in total assets, $3.95 million in total liabilities and $3.71
million in total shareholders' equity.


RP CROWN: S&P Assigns 'B' Corp. Credit Rating, Stable Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to RP Crown Parent LLC.  The outlook is stable.

"In addition, we assigned a 'B+' issue-level rating to the
company's $1.45 billion senior secured first-lien term loan due
2018, and $100 million revolving credit facility due 2017.  The
'2' recovery rating indicates our expectation of substantial
recovery (70% to 90%) in the event of payment default.  We also
assigned a 'CCC+' issue-level rating to the company's senior
secured second-lien term loan due 2019.  The '6' recovery rating
indicates our expectation of negligible recovery (0% to 10%) in
the event of payment default," S&P said.

The company used the proceeds, along with cash and new equity, to
acquire all outstanding shares of JDA common stock, repay debt at
RedPrairie and JDA, and pay transaction costs.

"Our ratings on RP Crown Parent reflect the combined company's
'fair' business risk profile resulting from its narrow product
focus, its competitive market segment, and near-term integration
risk, as well as its 'highly leveraged' financial risk profile
with pro forma leverage above 8x and modest free cash flow
expected in 2013," said Standard & Poor's credit analyst Christian
Frank.  These factors are offset in part by meaningful recurring
revenues and the company's diverse and entrenched customer base,
which we expect will allow it to deliver modest revenue growth.
We expect meaningful cost synergies in 2013 to result in leverage
in the mid- to- high-7x area", S&P noted.

The merger combines JDA's strength in supply chain planning
(demand forecasting and pricing) and RedPrairie's supply chain
execution capabilities (warehouse, workforce, transportation, and
multichannel management) to create the number three competitor in
the market for SCM software and position it as a best-of-breed,
end-to-end solution with strength in retail and manufacturing.
The company will be led by the JDA CEO, who has a track record of
successfully integrating large-scale acquisitions such as
Manugistics in 2006 and i2 in 2010.  Competition in the SCM
software market is intense with SAP and Oracle holding meaningful
market share, while the rest of the market is highly fragmented.

"The stable outlook reflects our expectation that the company's
recurring revenue base will allow it to deliver modest revenue
growth, and that realized cost synergies will result in leverage
in the mid- to high-7x area.  The possibility of an upgrade is
limited by the company's highly leveraged financial profile and
modest expected free cash flow in 2013," S&P noted.

"We could lower the rating if the company does not deleverage from
pro forma levels in 2013 due to integration challenges,
macroeconomic headwinds, or increased competition.  We could also
lower the rating if these factors lead to negative free cash flow
or inadequate liquidity," S&P added.


SAN BERNARDINO, CA: Calpers Fails to Persuade Judge on Payments
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the California Public Employees' Retirement System
failed to persuade the bankruptcy judge that San Bernardino,
California, must immediately make payments toward the municipal
workers' pension fund notwithstanding the city's bankruptcy.  The
city had said it cannot both pay the pension system and still have
enough cash to cover workers' salaries.

The report relates that in Calpers' favor, the bankruptcy judge in
Riverside, California, said payments not made to the pension
system during bankruptcy may have the status of claims arising
after the Chapter 9 filing to be paid in cash when the city
emerges from bankruptcy protection.  The judge said she will hold
a hearing later on the issue and have both sides file papers
laying out their legal arguments.

                      About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SANUWAVE HEALTH: David Nemelka Discloses 23.5% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, David N. Nemelka disclosed that, as of
Nov. 27, 2012, he beneficially owns 5,958,033 shares of common
stock of Sanuwave Health, Inc., representing 23.5% of the shares
outstanding.  A copy of the filing is available for free at:

                         http://is.gd/y82oA8

                       About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

BDO USA, LLP, in Atlanta, Georgia, expressed substantial doubt
about SANUWAVE's ability to continue as a going concern, following
the Company's results for the fiscal year ended Dec. 31, 2011.
The independent auditors noted that the Company has suffered
recurring losses from operations and is economically dependent
upon future issuances of equity or other financing to fund ongoing
operations.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $4.70 million on $627,153 of revenue, compared with a
net loss of $7.82 million on $577,180 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $2.28
million in total assets, $7.80 million in total liabilities and a
$5.52 million total stockholders' deficit.

                         Bankruptcy Warning

"The continuation of our business is dependent upon raising
additional capital.  We expect to devote substantial resources to
continue our research and development efforts, including clinical
trials.  Because of the significant time it will take for our
products to complete the clinical trial process, and for us to
obtain approval from regulatory authorities and successfully
commercialize our products, we will require substantial additional
capital.  We incurred a net loss of $4,707,212 for the nine months
ended September 30, 2012 and a net loss of $10,238,797 for the
year ended December 31, 2011.  These operating losses create
uncertainty about our ability to continue as a going concern.  As
of September 30, 2012, we had cash and cash equivalents of
$361,263.  We are working with select accredited investors to
raise up to $1.25 million in capital in a private placement.  The
accredited investors will receive a convertible promissory note
that will convert, at the Company?s option, at the completion of a
larger funding which is expected to close no later than the first
quarter of 2013.  If these efforts are unsuccessful, we may be
forced to seek relief through a filing under the U.S. Bankruptcy
Code," the Company said in its quarterly report for the period
ended Sept. 30, 2012.


SIMONDS EXCAVATING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Simonds Excavating, Inc.
        fdba Tom Simonds & Son Excavating, Inc.
        301 Shepard Road
        Sayre, PA 18840

Bankruptcy Case No.: 13-00002

Chapter 11 Petition Date: January 1, 2013

Court: U.S. Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Judge: John J. Thomas

Debtor's Counsel: Leslie N. Reizes, Esq.
                  REIZES LAW FIRM, CHARTERED
                  1200 South Federal Highway Suite 301
                  Boynton Beach, FL 33435
                  Tel: (561) 736-2600
                  Fax: (561) 736-2700
                  E-mail: reizes@bellsouth.net

Scheduled Assets: $1,619,639

Scheduled Liabilities: $3,534,353

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/pamb13-00002.pdf

The petition was signed by Richard G. Simonds, president.


SLIDELL LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: SLIDELL, LLC
        P.O. Box 340176
        Brooklyn, NY 11234

Bankruptcy Case No.: 13-40001

Chapter 11 Petition Date: January 1, 2013

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Mark Frankel, Esq.
                  BACKENROTH FRANKEL & KRINSKY LLP
                  489 Fifth Avenue, 28th Floor
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  E-mail: mfrankel@bfklaw.com

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

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

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

The petition was signed by Zvi Kaufman, president.

Affiliate that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
174 Street LLC                        09-49958          11/10/09


SWB RIVER: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: SWB River Square Center Partners, L.P.
        13131 Dairy Ashford Road, Suite 175
        Sugar Land, TX 77478-4531

Bankruptcy Case No.: 13-30009

Chapter 11 Petition Date: January 1, 2013

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

Judge: Marvin Isgur

Debtor's Counsel: Johnie J. Patterson, Esq.
                  WALKER & PATTERSON, P.C.
                  P.O. Box 61301
                  Houston, TX 77208-1301
                  Tel: (713) 956-5577
                  Fax: (713) 956-5570
                  E-mail: jjp@walkerandpatterson.com

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

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

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

The petition was signed by Costa Bajjali, vice president of G.P.

Affiliate that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
SWB Waco SH, LP                       10-38001            09/07/10


TELVUE CORP: Halts Filing of Reports With SEC
---------------------------------------------
TelVue Corporation filed a Form 15 with the Securities and
Exchange Commission to voluntarily suspend its obligations to file
certain reports with the SEC, including annual, quarterly, and
current reports on Forms 10-K, 10-Q and Form 8-K, respectively.
After thoughtful and deliberate consideration, the Company's board
of directors made this unanimous decision based upon a thorough
review of the associated costs and benefits of being an SEC
reporting company and the underlying regulatory reporting
obligations.  The Company believes that the incremental cost of
compliance with SEC public reporting requirements does not provide
a discernible benefit to the Company and its stockholders at this
time, given the extremely low trading volumes in the Company's
stock, and believes that at this stage in its development the
attention and resources that are currently dedicated to SEC
reporting compliance would be better devoted to growing the
business.

Jesse Lerman, CEO of TelVue, said, "After a thorough review of the
costs and benefits of compliance with a heavy SEC compliance load
relative to our size and stage of development, we have decided
that it is in the interests of the Company and our stockholders to
suspend our filing obligations.  This will allow TelVue to focus
more of its energy and resources on attaining our growth and
profitability goals."  TelVue expects to take steps to maintain
its ability to reactivate its SEC reporting at relatively low
cost, if such conditions render this advantageous.  TelVue plans
to continue to provide summary financial statements to those
shareholders of record who request to continue to receive them.

The Company also removed from registration the common stock
issuable under the 2009 Stock Option Plan and 1999 Stock Option
Plan that remained unsold as of Dec. 26, 2012.

                      About TelVue Corporation

Mt. Laurel, N.J.-based TelVue Corporation is a broadcast
technology company that specializes in playback, automation and
workflow solutions for public, education and government ("PEG")
television stations; cable, telephone company ("Telco") and
satellite television providers; K-12 and higher education
institutions; and professional broadcasters.

The Company reported a net loss of $3.49 million in 2011, compared
with a net loss of $5.88 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.27 million in total assets, $1.19 million in total liabilities,
$5.10 million in redeemable convertible series A preferred stock,
and a $3.02 million stockholders' deficit.


THERAPEUTIC SOLUTIONS: To Issue 12MM Shares Under Incentive Plan
----------------------------------------------------------------
Therapeutic Solutions International, Inc., filed with the U.S.
Seurities and Exchange Commission a Form S-8 registering
12,000,000 shares of common stock issuable under the Company's
2012 Stock Incentive Plan.  A copy of the prospectus is available
for free at http://is.gd/9yurnl

                    About Therapeutic Solutions

Oceanside, Calif.-based Therapeutic Solutions International, Inc.,
manufactures and sells AMPSA Products to licensed dentists.

The AMPSA Products are FDA cleared for the prophylactic treatment
of medically diagnosed migraine pain as well as migraine
associated tension-type headaches, by reducing their signs and
symptoms through reduction of trigeminally innervated muscular
activity.

AMPSA Products are either fitted chairside by licensed dentists or
produced and sold on a semi-custom basis by dental laboratories.
AMPSA Products are made of polycarbonate plastic and are designed
to fit over either the upper or lower front incisor teeth and
protect teeth, muscles and joints by significantly suppressing
parafunctional muscle contraction.

The Company's balance sheet at June 30, 2012, showed $3.0 million
in total assets, $3.3 million in total liabilities, and a
stockholders' deficit of $295,691.

As reported in the TCR on Nov. 5, 2012, PLS CPA, a Professional
Corp., in San Diego, expressed substantial doubt about Therapeutic
Solutions' ability to continue as a going concern.  The
independent auditors noted that under the New License Agreement
the Company's rights to sell Anterior Midpoint Stop Appliances to
the US market (81% of total revenue) will expire at the end of
2012.


TMM HOLDINGS: S&P Puts 'B+' Corp. Credit Rating on CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating (CCR) on TMM Holdings L.P. (Taylor Morrison) on
CreditWatch with positive implications.  Our 'BB-' issue-level
rating on the company's unsecured senior notes remains unchanged.

"Since our recovery criteria generally limits recovery ratings on
unsecured debt issued by corporate entities with corporate credit
ratings of 'BB-' or higher to no higher than a '3' recovery
rating, we would not expect Taylor Morrison's issue-level ratings
to change if we raise our CCR on the company.  However, while we
expect that Taylor Morrison will likely implement capital
structure changes in conjunction with its IPO that may impact
recovery prospects, we do not currently expect these changes to
affect our issue-level ratings, including a downgrade below the
corporate credit rating," S&P said.

"The positive CreditWatch placement follows the recent filing of
an S-1 registration statement with the SEC, indicating the
homebuilder's intention to raise equity through an initial public
offering.  The company will use proceeds from the proposed equity
offering for working capital and general corporate purposes, which
may include the repayment or repurchases of debt and to fund
acquisitions," said credit analyst Susan Madison

"We plan to resolve the CreditWatch placement once Taylor Morrison
has completed its IPO and finalized its capital structure.  The
CreditWatch placement reflects our expectation that we could raise
our CCR on Taylor Morrison by one notch if the proposed IPO
transaction closes as planned.  Issue-level ratings on the
homebuilders' senior unsecured notes, which we currently rate
'BB-' (one notch higher than the corporate credit rating),
would likely remain unchanged since Standard & Poor's general
criteria guidelines generally limit recovery ratings on unsecured
debt issued by corporate entities with CCRs of 'BB-' or higher to
no higher than a '3' recovery rating.  This limitation is designed
to account for the risk that recovery prospects for higher rated
issuers are at greater risk of being impaired by the issuance of
additional secured or pari passu debt prior to default. (Please
see "Criteria Guidelines For Recovery Ratings On Global
Industrials Issuers' Speculative-Grade Debt," published on
Aug. 10, 2009.).  At this time, we do not expect any potential
capital structure changes to cause our issue-level ratings on
Taylor Morrison to be notched down below the CCR, but we will
monitor the company's progress toward completion of the IPO and
potential additional capital markets activities over the next few
months," S&P noted.


USG CORP: Closes $80MM Sale of European Business Operations
-----------------------------------------------------------
The sale of the European business operations of USG Corporation's
subsidiaries was consummated in accordance with the terms of the
Share and Asset Purchase Agreement, dated as of Aug. 7, 2012,
among USG Corporation, its indirect wholly owned subsidiaries, USG
Foreign Investments, Ltd., and USG (U.K.) Ltd., Knauf
International GmbH and Knauf AMF Ceilings Ltd.

Those businesses include the manufacture and distribution of DONN
brand ceiling grid and SHEETROCK brand finishing compounds
principally throughout Europe, Russia and Turkey.

Pursuant to the terms of the SAPA, Knauf has agreed to purchase
the businesses being sold for a total price of $80 million.

                        About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities.  The Debtors emerged
from bankruptcy protection on June 20, 2006.

The Company reported a net loss of $390 million in 2011 and a net
loss of $405 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $3.66
billion in total assets, $3.54 billion in total liabilities and
$112 million in total stockholders' equity including
noncontrolling interest.

                            *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 11, 2012, edition of the TCR, Fitch Ratings has
affirmed USG Corporation's (NYSE: USG) ratings, including the
company's Issuer Default Rating (IDR) at 'B-'.  The
Rating Outlook has been revised to Stable from Negative.

The ratings for USG reflect the company's leading market position
in all of its businesses, strong brand recognition, its large
manufacturing network and sizeable gypsum reserves.  Risks include
the cyclicality of the company's end-markets, excess capacity
currently in place in the U.S. wallboard industry, volatility of
wallboard pricing and shipments and the company's high leverage.

As reported by the TCR on Dec. 5, 2012, Moody's Investors Service
affirmed USG Corporation's Caa1 Corporate Family Rating and Caa1
Probability of Default Rating.  USG's Caa1 Corporate Family Rating
reflects its high debt leverage characteristics, despite Moody's
expectation of improving operating performance.


VICOR TECHNOLOGIES: Barred From Sales by Bankruptcy Judge
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vicor Technologies Inc. has been barred from selling
technology until the bankruptcy judge in West Palm Beach, Florida,
decides if the company should be placed involuntarily into a
liquidating Chapter 7 bankruptcy.

Based in Boca Raton, Florida, Vicor was developing medical
diagnostic technology for cardiovascular disease. The company was
just beginning to generate revenue when cash ran out one year ago,
according to the three former executives who filed the involuntary
bankruptcy (Bankr. S.D. Fla. Case No. 12-39329) on Dec. 7, 2012.

According to the report, the bankruptcy judge signed an injunction
in December at the behest of the former executives barring the
company from selling technology until the court decides if Vicor
should be in bankruptcy.

Vicor raised $30 million in capital, according to a court filing.

After capital ran out, all executives except one resigned.

The last balance sheet the company filed as of Dec. 31, 2011
listed assets of $10.1 million and liabilities totaling $16.9
million. Since then, according to the involuntary petitioners,
another $13 million in debt accrued.


VIGGLE INC: Chen Steps Down as Chairman; Remains as Director
------------------------------------------------------------
Benjamin Chen resigned from his position in the Office of the
Chairman.  His consulting agreement with Viggle Inc. has been
terminated as of Dec. 21, 2012.  Mr. Chen remains a member of the
Company's Board of Directors.

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

The Company's balance sheet at Sept. 30, 2012, showed
$17.3 million in total assets, $22.2 million in total liabilities,
and a stockholders' deficit of $4.9 million.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.


VUANCE LTD: Has US$510,000 Net Income in Quarter Ended Sept. 30
---------------------------------------------------------------
VUANCE Ltd. reported net income of US$510,000 on US$1.78 million
of revenue for the three months ended Sept. 30, 2012, compared
with a net loss of US$230,000 on US$1.94 million of revenue for
the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
income of US$3.26 million on US$5.72 million of revenue, compared
with net income of US$16,000 on US$5.98 million of revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed US$1.48
million in total assets, US$2.45 million in total liabilities and
a US$965,000 total shareholders' deficit.

"This was a quarter of progress for Vuance, as we refocused the
enterprise on our core competencies while continue to increase
profitability," commented Arie Trabelsi, CEO of Vuance.  "We are
fortunate to have built a team of experts in National e-ID and
RFID and information systems.  This talented team is driving
Vuance forward with leading edge solutions on every front."

"The strong and steady profitability, approaching 25% Operating
Margin, was a key milestone for Vuance," Mr. Trabelsi added.  "In
comparison to last year, during the third quarter, we successfully
expanded our gross profit margin and significantly reduced our
operating expenses by implementing our restructuring plan.  This
effort positions us well to complete our financial strengthen
process, putting us on the right path to achieve our business
goals to become a global key player in the rapidly growing RFID
and e-ID arena.  We are optimistic of our ability to build on this
progress within two of the most dynamic industries in the world,
as we focus on delivering value for our customers, employees and
shareholders."

                         About Vuance Ltd.

Qadima, Israel-based Vuance Ltd. is a leading provider of Wireless
Identification Solutions.  The Company currently offers an Active
RFID technology, a long, active radio frequency identification
equipment that utilizes active radio frequency communications to
track assets, people and objects for potential governmental agency
and commercial customers.

The Company reported net income of US$1.02 million on US$7.92
million of revenue in 2011, compared with a net loss of US$1.96
million on US$7.38 million of revenue in 2010.

In the auditors report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Fahn Kanne & Co.
Grant Thornton Israel expressed substantial doubt about the
Company's ability to continue as a going concern.  The indepdent
auditors noted that the Company has incurred substantial recurring
losses and negative cash flows from operations and, as of Dec. 31,
2011, the Company had a working capital deficit and total
shareholders' deficit.


* Loss of Jurisdiction Didn't Make Sanctions Void
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that termination of the automatic stay may have divested a
bankruptcy court of jurisdiction although it didn't give the
litigant a get-out-of-jail free card on a sanction for taking a
frivolous appeal.

The report relates that a daughter was living in a home owned by
her mother when the mother filed bankruptcy. The bank obtained
modification of the automatic stay to foreclose and evict the
daughter from the home. The daughter appealed.  While the appeal
was pending, the mother received a discharge, removing the
automatic stay.  Nonetheless, the Bankruptcy Appellate Panel
upheld the lifting of the stay and imposed $4,700 in sanctions on
the daughter for a frivolous appeal.  The daughter didn't appeal
the sanctions order at the time.  Instead she appealed an order
denying rehearing from the order lifting the stay.

According to the report, although the appellate panel may have
lost jurisdiction when the discharge was granted, the U.S. Court
of Appeals for the Tenth Circuit in Denver ruled on Dec. 20 that
the mother was not thereby entitled to collaterally attack the
sanctions.  In an unreported opinion, the circuit court ruled that
the loss of jurisdiction didn't make the sanctions order "void,"
thus justifying a collateral attack. The court reasoned that under
Rule 60(b)(4) of the Federal Rules of Civil Procedure the loss of
jurisdiction leads to a void order "only when there was a plain
usurpation of power," and "not when a court merely made 'an error
of law' in determining whether it had jurisdiction."

The report notes that in a concurring opinion, one of the judges
observed that ruling on the applicability of Rule 60(b)(4) to a
BAP appeal wasn't necessary for the ruling.

The case is Evans v. Bank of New York Trust Co. NA (In re
Evans), 12-1223, 10th U.S. Circuit Court of Appeals (Denver).


* Bank Failures in 2012 Total 51
--------------------------------
The year 2012 ended with 51 bank takeovers, with Tennessee
Commerce Bank the largest bank taken over by the Federal Deposit
Insurance Corp.

Tennessee Commerce, with $1.185 billion in total assets, was
closed by regulators in January 2012.  Republic Bank & Trust
Company, of Louisville, Kentucky assume the deposits of the bank.
Its failure cost the FDIC's insurance fund an estimated $416.8
million.

In 2011 there were 92 failed banks, compared with 157 in 2010, 140
in 2009 and just 25 for 2008.  The failures in 2010 were the most
since 1992, when 179 institutions were taken over by regulators.

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For 2012, the failed banks are:

                                Loss-Share
                                Transaction Party    FDIC Cost
                   Assets of    Bank That Assumed    to Insurance
                   Closed Bank  Deposits & Bought    Fund
  Closed Bank      (millions)   Certain Assets       (millions)
  -----------      -----------  -----------------    ------------
Comm. Bank of Ozarks     $42.8  Bank of Sullivan          $10.4

Hometown Community      $124.6  CertusBank, N.A.          $36.7
Citizens First          $924.0  Heartland Bank and Trust  $45.2
Heritage Bank of Fla.   $225.5  Centennial Bank           $65.5
NOVA Bank               $483.0  [No Acquirer]             $91.2
Excel Bank              $200.6  Simmons First National   $187.4
First East Side          $67.2  Stearns Bank N.A.          $9.1
GulfSouth Private       $159.1  SmartBank                 $36.1
First United Bank       $328.4  Old Plank Trail           $48.6
Truman Bank             $282.3  Simmons First National    $34.0
First Commercial Bank   $215.9  Republic Bank & Trust     $63.9

Waukegan Savings Bank    $88.9  First Midwest Bank        $19.8
Jasper Banking Company  $216.7  Stearns Bank, N.A.        $58.1
Second Federal Savings  $199.1  Hinsdale Bank & Trust     $76.9
Heartland Bank          $110.0  Metcalf Bank               $3.1
Georgia Trust Bank      $119.8  Community & Southern      $20.9
The Royal Palm Bank      $87.0  First National Bank       $13.5
First Cherokee State    $222.7  Community & Southern      $36.9
Glasgow Savings Bank     $24.8  Regional Missouri          $0.1
Montgomery Bank & Trust $173.6  Ameris Bank               $75.2
The Farmers Bank        $163.9  Clayton Bank and Trust    $28.3

Security Exchange Bank  $151.0  Fidelity Bank             $34.3
Putnam State Bank       $169.5  Harbor Community Bank     $37.4
Waccamaw Bank           $533.1  First Community Bank      $51.1
Farmers' and Traders'    $43.1  First State Bank           $8.9
First Capital Bank       $46.1  F & M Bank                 $5.6
Carolina Federal         $54.4  Bank of North Carolina    $15.2
Alabama Trust Bank       $51.6  Southern States Bank       $8.9
Security Bank, N.A.     $101.0  Banesco USA               $10.8
Plantation Federal      $486.4  First Federal Bank        $76.0
Inter Savings Bank      $473.0  Great Southern Bank      $117.5

Bank of the Est. Shore  $166.7  [No Acquirer]             $41.8
Palm Desert Nat'l       $125.8  Pacific Premier Bank      $20.1
HarVest Bank of Md.     $164.3  Sonabank                  $17.2
Fort Lee Federal         $51.9  Alma Bank                 $14.0
Fidelity Bank           $818.2  The Huntington Nat'l      $92.8
Premier Bank            $268.7  Int'l Bank of Chi.        $64.1
Covenant Bank            $95.7  Stearns Bank, N.A.        $31.5
New City Bank            $71.2  [No Acquirer]             $17.4
Global Commerce Bank    $143.7  Metro City Bank           $17.9
Central Bank of Georgia $278.9  Ameris Bank               $67.5

Home Savings of Amer.   $434.1  [No Acquirer]             $38.8
Charter National Bank    $93.9  Barrington Bank           $17.4
SCB Bank                $182.6  First Merchants Bank      $33.9
Patriot Bank            $111.3  First Resource Bank       $32.6
BankEast                $272.6  U.S. Bank N.A.            $75.6
Tennessee Commerce    $1,185.0  Republic Bank & Trust    $416.8
First Guaranty Bank     $377.9  CenterState Bank          $82.0
American Eagle           $19.6  Capital Bank, N.A.         $3.2
The First State Bank    $416.8  Hamilton State Bank      $416.8
Central Florida          $79.1  CenterState Bank          $24.4

A complete list of banks that failed since 2000 is available at:

http://www.fdic.gov/bank/individual/failed/banklist.html

                    694 Banks in Problem List

The FDIC's Quarterly Banking Profile for the quarter ended Sept.
30, 2012, says that the number of institutions on the FDIC's
"Problem List" declined to 694 from 732, and total assets of
"problem" institutions fell from $282.4 billion to $262.2 billion.
This is the smallest number of "problem" institutions since third
quarter 2009.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The Deposit Insurance Fund (DIF) increased by $2.5 billion to
$25.2 billion during the third quarter.  Estimated insured
deposits increased by 2.3%.  The DIF reserve ratio was 0.35% at
Sept. 30, 2012, up from 0.32% at June 30, 2012, and 0.12% at Sept.
30, 2011.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
As of Q3 of 2012  694      $262,000          43         $9,500
2011              813      $319,432          92        $34,923
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* Bankruptcies Declined 14% in 2012
-----------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, citing
data compiled by Epiq Systems Inc., reports that bankruptcies
across the U.S. declined 14% in 2012 compared with 2011.  The
plunge in December heralds a further drop in 2013.

Bankruptcies of all types in 2012 numbered 1.19 million, compared
with 1.38 million in 2011.  The 75,000 bankruptcy filings in
December were the fewest in 2012, the fewest since January 2008,
and 17.8% below filings in December 2011.  Business and major
corporate bankruptcies also fell in 2012, Epiq reported. Cash
holdings of even the weakest companies remain adequate, suggesting
there won't be an uptick in business reorganizations in 2013.

Business bankruptcies in 2012 totaled 57,500, a 22.4% plunge from
2011.  Chapter 11 cases, where larger companies reorganize or sell
assets, came in at 10,000, or 12.4% lower than 2011.

Bankruptcies declined last year in all 50 states.

Liquidity pressures on junk-rated companies also remain low and
continue trending downward. The corporate sector enters 2013
"without widespread liquidity concerns," Moody's Investors
Service said in a report.  The liquidity-stress index compiled by
Moody's declined to 3.6% in December from 4% in November.  The
index represents the percentage of junk-rated companies with the
weakest liquidity.

December junk-company liquidity is only slightly above the 3.1%
low in July and under the recent 4.5% high in December 2011.  The
high was 20.9% in March 2009.  States with the most bankruptcies
were Tennessee, Nevada and Georgia.  The same three states had the
most per capita bankruptcies in 2011.  Nevada was supplanted this
year by Tennessee for the distinction of having the most.

The 1.38 million bankruptcies in 2011 were 11.7% fewer than the
1.56 million in 2010, the most bankruptcies since the all-time
record of 2.1 million set in 2005.

In 2005, Americans were filing bankruptcy in advance of new laws
making it more difficult for individuals to cancel debt.  In the
last two weeks before the law changed, 630,000 American sought
bankruptcy protection.


* Number of Mortgage Casualties Fall to Pre-Crisis Low
------------------------------------------------------
Mortgage Daily on Jan. 7 disclosed that the number of mortgage-
related businesses to end operations during the final quarter of
2012 was down by half from 2011.  Full-year casualties fell to the
lowest level since before the subprime crisis.

Last year, Mortgage Daily tracked 82 mortgage-related entities
including banks, credit unions and non-bank mortgage firms that
either closed down or failed.  It was the fewest since 2006, when
just 31 mortgage-related businesses closed.



        Type                  2012 2011
        Non-Bank Closings     16   26
        Bank Failures (FDIC)  51   92
        Credit Union Failures 15   19
        Total                 82   137

Prior to the financial crisis and housing market collapse, the
subprime mortgage industry disintegrated.  The sector had survived
the savings and loan debacle in the eighties and the 1998 subprime
crisis but didn't make it through the latest crisis, leading to
167 casualties in 2007, including 157 non-bank mortgage firms.

As the mortgage crisis spread to the general economy, bank
failures jumped from none during 2006 to a peak of 157 during
2010.  Just 51 federally insured banks failed in 2012.

The biggest casualty of 2012 was Residential Capital, which --
along with 27 affiliated entities -- filed a voluntary bankruptcy
petition.

Some of last year's other more notable losses include Wells Fargo
& Co., which abandoned the mortgage broker channel; CitiMortgage
Inc., which opted to exit the wholesale lending business; and
MetLife, which announced plans to dismantle MetLife Home Loans and
get out of the reverse mortgage business.

During just the fourth quarter of last year, 13 mortgage-related
casualties were counted, fewer than the third quarter's 17 and the
26 tracked in the fourth-quarter 2011.



        Type                  Q4-2012 Q3-2012 Q4 2011
        Non-Bank Closings     1       2       7
        Bank Failures (FDIC)  8       12      18
        Credit Union Failures 4       3       1
        Total                 13      17      26

Full Report:
http://www.MortgageDaily.com/Closings010713.asp?spcode=pr

Historical Annual Mortgage Graveyard statistics:
http://www.MortgageDaily.com/MortgageGraveyard.asp?spcode=pr

Media requests for full 2012 report NewsAlert@MortgageDaily.com

About Mortgage DailyFounded in 1998 by 20-year mortgage industry
veteran Sam Garcia, MortgageDaily.com --
http://www.MortgageDaily.com-- is an online source of mortgage
news and mortgage statistics for the mortgage industry.  In
addition to the weekly Mortgage Market Index, Mortgage Daily also
publishes the quarterly Mortgage Employment Index, Mortgage
Litigation Index and Mortgage Fraud Index.  The Dallas-based
publication additionally provides a quarterly ranking of the
biggest mortgage originators and mortgage servicers.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                            Total
                                           Share-      Total
                                 Total   Holders'    Working
                                Assets     Equity    Capital
  Company          Ticker         ($MM)      ($MM)      ($MM)
  -------          ------       ------   --------    -------
ABSOLUTE SOFTWRE   ABT CN        128.8       (7.2)       2.7
ACELRX PHARMA      ACRX US        28.2       (0.3)      13.1
AK STEEL HLDG      AKS US      3,920.7     (413.9)     450.0
AMC NETWORKS-A     AMCX US     2,152.9     (915.4)     505.9
AMER AXLE & MFG    AXL US      2,674.2     (497.7)     372.3
AMER RESTAUR-LP    ICTPU US       33.5       (4.0)      (6.2)
AMERISTAR CASINO   ASCA US     2,096.6      (25.6)     (26.5)
AMYLIN PHARMACEU   AMLN US     1,998.7      (42.4)     263.0
ANACOR PHARMACEU   ANAC US        42.8       (6.2)      15.9
ARRAY BIOPHARMA    ARRY US        85.5      (96.4)       4.1
AUTOZONE INC       AZO US      6,398.0   (1,591.4)    (682.2)
BERRY PLASTICS G   BERY US     5,106.0     (452.0)     587.0
BLUELINX HOLDING   BXC US        595.4       (1.6)     264.0
BOSTON PIZZA R-U   BPF-U CN      167.0      (86.0)       0.4
CABLEVISION SY-A   CVC US      7,285.3   (5,730.1)     (85.3)
CAPMARK FINANCIA   CPMK US    20,085.1     (933.1)       -
CC MEDIA-A         CCMO US    16,402.3   (7,847.3)   1,449.3
CENTENNIAL COMM    CYCL US     1,480.9     (925.9)     (52.1)
CENVEO INC         CVO US      1,279.6     (399.5)     193.7
CHOICE HOTELS      CHH US        483.1     (569.4)       7.5
CIENA CORP         CIEN US     1,881.1      (89.0)     730.7
CINCINNATI BELL    CBB US      2,752.3     (684.6)     (68.2)
CLOROX CO          CLX US      4,747.0      (20.0)      20.0
COMVERSE INC       CNSI US       823.2      (28.4)     (48.9)
DELTA AIR LI       DAL US     44,352.0      (48.0)  (5,061.0)
DIRECTV            DTV US     20,353.0   (4,735.0)     953.0
DOMINO'S PIZZA     DPZ US        441.0   (1,345.5)      74.0
DUN & BRADSTREET   DNB US      1,821.6     (765.7)    (615.8)
DYAX CORP          DYAX US        57.2      (48.4)      26.7
DYNEGY INC         DYN US      5,971.0   (1,150.0)   1,364.0
FAIRPOINT COMMUN   FRP US      1,798.0     (220.7)      31.1
FERRELLGAS-LP      FGP US      1,429.0      (69.6)     (70.7)
FIESTA RESTAURAN   FRGI US       289.7        6.6      (13.1)
FIFTH & PACIFIC    FNP US        843.4     (192.2)      33.5
FREESCALE SEMICO   FSL US      3,329.0   (4,489.0)   1,305.0
GENCORP INC        GY US         908.1     (164.3)      48.1
GLG PARTNERS INC   GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US      400.0     (285.6)     156.9
GRAHAM PACKAGING   GRM US      2,947.5     (520.8)     298.5
GRAMERCY CAPITAL   GKK US      2,236.3     (293.1)       -
HCA HOLDINGS INC   HCA US     27,302.0   (6,563.0)   1,411.0
HEADWATERS INC     HW US         680.9       (3.1)      73.5
HOVNANIAN ENT-A    HOV US      1,684.2     (485.3)     870.1
HOVNANIAN ENT-B    HOVVB US    1,684.2     (485.3)     870.1
HUGHES TELEMATIC   HUTC US       110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTCU US      110.2     (101.6)    (113.8)
INCYTE CORP        INCY US       296.5     (220.0)     141.1
INFOR US INC       LWSN US     5,846.1     (480.0)    (306.6)
IPCS INC           IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US       124.7      (64.8)       2.2
JUST ENERGY GROU   JE CN       1,536.5     (279.0)    (177.1)
JUST ENERGY GROU   JE US       1,536.5     (279.0)    (177.1)
LIMITED BRANDS     LTD US      6,427.0     (515.0)     973.0
LIN TV CORP-CL A   TVL US        864.4      (35.0)      67.2
LORILLARD INC      LO US       3,424.0   (1,564.0)   1,364.0
MARRIOTT INTL-A    MAR US      5,865.0   (1,296.0)  (1,532.0)
MERITOR INC        MTOR US     2,501.0     (982.0)     270.0
MONEYGRAM INTERN   MGI US      5,247.0     (163.6)     (95.3)
MORGANS HOTEL GR   MHGC US       577.0     (125.2)      (8.7)
MPG OFFICE TRUST   MPG US      1,867.2     (729.2)       -
NATIONAL CINEMED   NCMI US       828.0     (347.7)     107.6
NAVISTAR INTL      NAV US      9,102.0   (3,260.0)   1,484.0
NEXSTAR BROADC-A   NXST US       611.4     (160.3)      35.1
NPS PHARM INC      NPSP US       165.5      (46.7)     121.9
NYMOX PHARMACEUT   NYMX US         2.1       (7.7)      (1.6)
ODYSSEY MARINE     OMEX US        33.6      (22.2)     (25.4)
OMEROS CORP        OMER US        32.8       (0.8)       9.6
PALM INC           PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN   PDLI US       249.9     (115.5)     170.6
PLAYBOY ENTERP-A   PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC       PRM US        208.0      (91.7)       3.6
PROTECTION ONE     PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US       513.1      (19.7)      62.0
REALOGY HOLDINGS   RLGY US     7,351.0   (1,742.0)    (484.0)
REGAL ENTERTAI-A   RGC US      2,198.1     (552.4)      77.4
REGULUS THERAPEU   RGLS US        40.7       (8.5)      21.0
RENAISSANCE LEA    RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A       REV US      1,183.6     (680.7)     104.7
RLJ ACQUISITI-UT   RLJAU US        0.0       (0.0)      (0.0)
RURAL/METRO CORP   RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL   SBH US      2,065.8     (115.1)     686.5
SAREPTA THERAPEU   SRPT US        53.1       (4.6)     (13.0)
SHUTTERSTOCK INC   SSTK US        46.7      (29.9)     (32.9)
SINCLAIR BROAD-A   SBGI US     2,245.5      (52.4)     (14.1)
TAUBMAN CENTERS    TCO US      3,152.7      (86.1)       -
TEMPUR-PEDIC INT   TPX US        913.5      (12.5)     207.0
TESLA MOTORS       TSLA US       809.2      (27.9)    (101.3)
TESORO LOGISTICS   TLLP US       291.3      (78.5)      50.7
THERAPEUTICS MD    TXMD US         3.5       (4.3)      (1.1)
THRESHOLD PHARMA   THLD US        86.2      (44.1)      68.2
ULTRA PETROLEUM    UPL US      2,593.6     (109.6)    (266.6)
UNISYS CORP        UIS US      2,254.5   (1,152.6)     371.3
VECTOR GROUP LTD   VGR US        885.6     (102.9)     243.0
VERISIGN INC       VRSN US     1,983.3      (26.6)     (86.9)
VIRGIN MOBILE-A    VM US         307.4     (244.2)    (138.3)
WEIGHT WATCHERS    WTW US      1,198.0   (1,720.4)    (273.7)



                            *********

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
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
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                  *** End of Transmission ***