TCR_Public/130123.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, January 23, 2013, Vol. 17, No. 22

                            Headlines

22ND CENTURY: Obtains $2.5 Million From Securities Sale
360 GLOBAL: Files 2010 Quarterly Reports as Required by Plan
501 GRANT: June 11, 2013 Fixed as Governmental Claims Bar Date
AEMETIS INC: Idles Corn Ethanol Production Plant in Calif.
ALPHA PARTNERS: Case Summary & 2 Unsecured Creditors

AMERICAN AIRLINES: Courtroom Victory Knocks Down Aircraft Debt
AMERICAN AIRLINES: Former Pilot Seeks Stay Relief to Pursue Appeal
AMERICAN AIRLINES: Inks New Codeshare Deal With Qatar Airways
AMERICAN AIRLINES: Names J. Snook as Sr. VP of Customer Service
APPLESEED'S INTERMEDIATE: Golden Gate Said to Ink $75MM Deal

ARMAND PROPERTIES: Owner of Puerta Del Sol Files Bankruptcy
ATP OIL: Court OKs Diamond McCarthy as Equity Committee Counsel
ATP OIL: Equity Committee Wins OK for Gordian as Financial Advisor
ATP OIL: Amends Schedules of Assets and Liabilities
BEALL CORP: Obtains Secured Financing to Pay Insurance Premiums

BENADA ALUMINUM: Feb. 6 Combined Hearing on Plan Set
BIG M: To Try Selling Stores as Going Concern
BION ENVIRONMENTAL: Presents at Noble Financial Conference
BLACK CROW: Consummates Plan Year After Confirmation
CARL'S PATIO: Files for Chapter 11 to Sell to Insiders

CARL'S PATIO: Has $3.7-Mil. of DIP Financing From Fifth Third
CARL'S PATIO: Proposes Epiq as Claims and Notice Agent
CARL'S PATIO: Case Summary & 20 Largest Unsecured Creditors
CHRIST HOSPITAL: Employs George Popko as Liquidating Officer
CHURCH STREET HEALTH: Schedules March 6 Confirmation

CLINICA REAL: Court Approves Mahaffy as Special Counsel
CLINICA REAL: Stay Lifted for State Court Litigation to Proceed
COMMUNITY FINANCIAL: Sagus Financial Discloses 9% Equity Stake
CONQUEST SANTA FE: Has Access to Cash Collateral Until Jan. 31
CONQUEST SANTA FE: Wins OK for Mesch Clark as Counsel

CONQUEST SANTA FE: Taps Walcott & Henry for Litigation
CRYOPORT INC: Westcliff Capital Lowers Equity Stake to 4.2%
DESERT OASIS: Wells Fargo Plan Appeal Dismissed
DUNE ENERGY: Highbridge, et al, to Resell 18.7MM Common Shares
EAGLE POINT: Court Approves Brown Chudleigh as Appraiser

EDUCATION HOLDINGS: Files Chapter 11 With Prepackaged Plan
EDUCATION HOLDINGS: Proposes $7-Million of DIP Financing
EDUCATION HOLDINGS: To Limit Equity Transfers to Protect NOLs
EDUCATION HOLDINGS: Case Summary & 15 Top Unsecured Creditors
ELEPHANT TALK: Signs SDN Contract in Latin American Market

EMISPHERE TECHNOLOGIES: Inks 3-Year Contract With CFO M. Garone
EVANS OIL: Court Converts Case to Chapter 7
FLINTKOTE COMPANY: Plan Confirmed, ITCAN Objection Junked
FTLL ROBOVAULT: Case Trustee Can Hire Forensic Accountants
FTLL ROBOVAULT: Man, Claims to Represent Pope, Taken Into Custody

GEOKINETICS INC: Avista Capital Discloses 38.5% Equity Stake
GREYSTONE LOGISTICS: Reports $2,600 Net Income in Nov. 30 Qtr.
HAROLD BUNTING: E.D. Mich. Court Rules in Unpaid Lawyer's Appeal
HAWKER BEECHCRAFT: Pension Deals Pending with Bankruptcy Judge
HOOKUP LLC: Bankrupt Tenant's Chairman Cited for Civil Contempt

JD TOOL: Court Rejects Chapter 7 Trustee's Case Dismissal Bid
KAREN W. FORD: Court Rejects Bid for Contempt Against Wells Fargo
LA JOLLA: To Present at Next Week's Orlando World MoneyShow
LEGAL iGAMING: Equity Holders Lose Appeal Over Asset Sale
LEHMAN BROTHERS: Seeks $291MM Reserve for US Air, Essex Claims

LEHMAN BROTHERS: Automatic Stay Extended for 50+ Lawsuits
LEHMAN BROTHERS: Subpoenas Still Being Served to Banks
LEHMAN BROTHERS: Opposes Traxis Bid to Re-Issue Checks
LEHMAN BROTHERS: Court OKs Deloitte, et al., Final Fee Requests
LIBERTY HARBOR: Plan Filing Exclusivity Extended to Feb. 21

LLS AMERICA: District Court to Hear 17 Avoidance Actions
LOCAL SERVICE: Zoning Dispute Won't Proceed as Class Action
LYON WORKSPACE: Proposes March 21 Auction for Assets
LYON WORKSPACE: Soliciting Going-Concern Offers for Assets
LYON WORKSPACE: Has $22.3-Million of DIP Financing

MARKET STREET: Plan of Reorganization Declared Effective
MMRGLOBAL INC: Stresses Accomplishments in Letter to Shareholders
MONTANA ELECTRIC: Accord Permits Yellowstone to Quit Coop
MOORE FREIGHT: Lender Agrees to Use of Cash Collateral
MUSCLEPHARM CORP: Files Certificate of Designation of Pref. Stock

NEDAK ETHANOL: Defaults Under Loans, Winding Down Operations
NEW ENGLAND COMPOUNDING: Bankruptcy Filing Stays Slatton Suit
NEW ENGLAND COMPOUNDING: Thusday Hearing on Trustee Appointment
NEW ENGLAND COMPOUNDING: Brown Rudnick Represents Creditors
NNN 3500: Hiring Darvy Mack Cohan as Counsel

NNN LENOX: Section 341(a) Meeting Set for April 1
NORTHAMPTON GENERATING: Plan Hearing Continued Until Jan. 29
PENNFIELD CORP: Cargill's $9.8MM Tops Auction; Price Rose $1.3MM
PIPELINE DATA: Has Access to Cash Collateral Until Feb. 26
PLC SYSTEMS: Inks Amendment and Waiver to GCP Securities Pact

RAHA LAKES: Creditors Have Until Feb. 28 to File Proofs of Claim
RAINBOW LAND: To Present Plan for Confirmation on March 11
RICHARD W. HOYLE: U.S. Trustee Wins Chapter 7 Conversion
RITZ CAMERA: In Chapter 7 Liquidation Effective Jan. 15
ROTECH HEALTHCARE: Amends Current Report to Add Documents

SAVE MOST: Wins Approval to Use Cash Collateral
SENTINEL MANAGEMENT: Safe-Harbor Case Heads for Court of Appeals
SEQUENOM INC: Assumes Commercial Office Lease from eBioscience
SHAMROCK-HOSTMARK: Cash Collateral Use Hearing Tomorrow
STABLEWOOD SPRINGS: SRS to Charge $20,000 Per Month for CRO Role

STABLEWOOD SPRINGS: Wins Interim Approval for Cash Use
STABLEWOOD SPRINGS: Sec. 341(a) Meeting Continued to Jan. 24
STAGE PRESENCE: Court Rules in Breach of Contract Suit
STAMP FARMS: Can Access Up to $1.8-Mil. of WF Cash Collateral
STAR BUFFET: Exits Chapter 11 Bankruptcy Protection

STR HOLDINGS: Loses Key Customer; Reviews Strategic Alternatives
THERMOENERGY CORP: Amends 63.8MM Shares Resale Prospectus
VIVARO CORP: Creditors Have Until Feb. 1 to File Proofs of Claim
VIVARO CORP: Section 341(a) Meeting Now Set for Jan. 28
W.R. GRACE: R. Ted Weschler Discloses 4.97% Stake

W.R. GRACE: Sealed Air Continues to Monitor Grace Bankruptcy
W25 LLC: Creditors Have Until Feb. 13 to File Proofs of Claim
W25 LCC: Section 341(a) Meeting Adjourned to Jan. 28
WILLIAM M. FOSTER: Wilmington Plantation Dispute Goes to Trial
WOUND MANAGEMENT: Ordered to Pay $20,000 Penalty in Civil Action

* Home Ownership Through LLC Means Loss of Exemption

* Likely Pick to Head SEC Is Veteran Prosecutor and Litigator

* Calpers Buy-Hold Strategy Recoups $95 Billion Recession Loss

* Upcoming Meetings, Conferences and Seminars

                            *********

22ND CENTURY: Obtains $2.5 Million From Securities Sale
-------------------------------------------------------
22nd Century Group, Inc., on Jan. 11, 2013, entered into and
closed the transactions described in a Securities Purchase
Agreement with certain accredited investors, whereby the Company
sold 2,500 shares of its newly created Series A-1 10% Convertible
Preferred Stock and a 5-year Series A warrant for an aggregate
purchase price of $2,500,000.  The Company intends to use the
proceeds from this Transaction for the payment of certain
financial obligations and for working capital and other general
corporate purposes.

The shares of Series A-1 Preferred Stock are convertible into a
total of 4,166,666 shares of the Company's common stock at a
conversion price of $0.60 per share, subject to future
adjustments.  The Series A Warrant allows the Purchasers the right
to acquire up to an additional 4,166,666 shares of the Company's
common stock at an exercise price of approximately $0.72 per
share.  The Series A Warrant also allows for such warrant to be
exercised on a cashless basis.

The Company also granted the Purchasers, in the form of a Series B
warrant, a one-year overallotment option to purchase up to an
additional aggregate of 2,083,334 shares of the Company's common
stock at a price of $0.60 per share.  The Series B Warrant may not
be exercised on a cashless basis except only in certain limited
circumstances.  In the event the Purchasers exercise, in whole or
in part the overallotment option, then the Purchasers will have
the right to exercise on a pro rata basis the portion of the
Series C warrant issued to the Purchasers to acquire up to an
additional aggregate of 2,083,334 shares of the Company's common
stock at an exercise price of approximately $0.72 per share.  The
Series C Warrant allows for such warrant to be exercised on a
cashless basis.

The Company has also agreed, pursuant to the terms of the Purchase
Agreement and a Registration Rights Agreement entered into by the
Company and the Purchasers as part of this Transaction, to file a
registration statement to register under the Securities Act of
1933, as amended, the shares of Company common stock that are
issuable under each of the above-described Series A-1 Preferred
Stock, the Series A Warrant, the Series B Warrant and the Series C
Warrant.

As a requirement of this Transaction, the directors, officers and
a 5% stockholder of the Company were required by the Purchasers to
sign a lock-up agreement which restricts all those persons from
selling virtually all of the securities of the Company owned by
each such person for the period of time from the closing of this
Transaction until the date which is two months after the effective
date of the registration statement under which the shares of
Company common stock underlying the securities sold to the
Purchasers are registered under the Securities Act.

As a further requirement of this Transaction, the Purchasers
required the Company to obtain from certain specified investors in
the Company an additional lock-up agreement which restricts all
those persons from selling certain securities of the Company owned
by each such person for the period of time from the closing of
this Transaction until the date which is two months after the
effective date of the registration statement under which the
shares of Company common stock underlying the securities sold to
the Purchasers are registered under the Securities Act.

The Company paid Chardan Capital Markets LLC a commission equal to
(i) 10% of the cash received by the Company from the Purchasers in
this Transaction and (ii) 416,666 shares of restricted stock.  In
the event the Purchasers exercise for cash any of the warrants
issued to the Purchasers in this Transaction, then the Company
will also pay an additional cash commission to Chardan Capital
Markets LLC equal to 8% of any such additional cash amounts
received by the Company.

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

                         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.


360 GLOBAL: Files 2010 Quarterly Reports as Required by Plan
------------------------------------------------------------
360 Global Investments filed with the U.S. Securities and Exchange
Commission its quarterly reports for the 1st, 2nd and 3rd quarters
of 2010.

The Company reported a net loss of $37,500 on $0 of revenue for
the three months ended March 30, 2010, compared with a net loss of
$37,500 on $0 of revenue for the same period during the prior
year.  A copy of the Q1 2010 Form 10-Q is available at:

                        http://is.gd/l9CZ0C

For the three months ended June 30, 2012, the Company reported a
net loss of $37,500 on $0 of revenue, compared with a net loss of
$37,500 on $0 of revenue for the same quarter during the previous
year.  A copy of the Q2 2010 Form 10-Q is available at:

                        http://is.gd/ceOHym

The Company also reported a net loss of $112,500 on $0 of revenue
for the nine months ended Sept. 30, 2010, compared with a net loss
of $112,500 on $0 of revenue for the same period during the
preceding year.

The Company's balance sheet at Sept. 30, 2010, showed $0 in total
assets, $262,500 in total liabilities and a $262,500 total
stockholders' deficit.

A copy of the Q3 2010 Form 10-Q is available at:

                        http://is.gd/dGBRg4

On Dec. 12, 2008, 360 Global's Disclosure Statement and Plan of
Reorganization was confirmed by United States Bankruptcy Court for
the District of Nevada.

As described in this Global Plan, the Company's business plan is
made up of two activities.  First, undertaking the administrative,
accounting, SEC related, and all other work necessary to prepare
and file updated financial statements and annual and quarterly
reports with the SEC and any other governmental organizations, in
order to re-establish Reorganized Global as a fully reporting
public company and re-list its common stock on a nationally
recognized stock exchange or market quotation system.

In order to accomplish this goal, Reorganized Global's plan is to
complete the following SEC filings (among other filings and
reports), which Reorganized Global will complete as soon as
practical taking into account the general economic climate:

10Q for the 3rd quarter of 2010
10K annual report and audit for the year ended December 31, 2010
10Q for the 1st quarter of 2011
10Q for the 2nd quarter of 2011
10Q for the 3rd quarter of 2011
10K annual report and audit for the year ended December 31, 2011
10Q for the 1st quarter of 2012
10Q for the 2nd quarter of 2012
10Q for the 3rd quarter of 2012
10K annual report and audit for the year ended December 31, 2012

The second activity is to conduct the appropriate search, perform
the necessary analysis, negotiate a price and structure, plan the
financing, and raise the necessary capital to acquire an operating
business or effect a merger or acquisition, or capital stock
exchange, asset acquisition, or other similar business combination
with an operating business.

The subsequent 2009 global recession caused delays in the first
and second activities.

                          About 360 Global

360 Global Investments, formerly 360 Global Wine Company, is a
publicly traded investment holding company that has invested in a
number of diverse business activities and that has targeted a
number of industries for future investment.  360 Global is
domiciled in the state of Nevada and its corporate headquarters
are located in Los Angeles, Calif.

360 Global Wine Company, Inc., filed for Chapter 11 protection
(Bankr. D. Nev. Case No. 07-50205) on March 7, 2007.


501 GRANT: June 11, 2013 Fixed as Governmental Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
established June 11, 2013, as the deadline for any governmental
units to file proofs of claim against 501 Grant Street & Union
Trust Building.

The Court has order the Debtor to file a chapter 11 plan and
disclosure statement by April 12.

                     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 estimated 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.

The order for relief from the involuntary case was signed on
Dec. 13, 2012.

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.


AEMETIS INC: Idles Corn Ethanol Production Plant in Calif.
----------------------------------------------------------
Aemetis, Inc., took the strategic step to idle corn grinding and
ethanol production activities at its Keyes, California, plant due
to the current unfavorable market conditions for corn ethanol
production while it undertakes efforts expected to result in the
restart of the plant as an advanced biofuel producer.  This action
is in keeping with the Company's plan to move to advanced biofuel
feedstocks and inputs using a recently approved milo/biogas EPA
pathway for a significant portion of its operational capacity.

                           About Aemetis

Headquartered in Cupertino, California, Aemetis, formerly AE
Biofuels Inc., is an advanced fuels and renewable chemicals
company.  Aemetis owns and operates a 55 million gallon renewable
fuels plant in California; and owns and operates a 50 million
gallon capacity renewable chemicals and advanced fuels production
facility on the east coast of India.  Aemetis operates a research
and development laboratory at the Maryland Biotech Center, and
holds four granted patents and ten pending patents on its Z-
microbe and related technology for the production of renewable
fuels and chemicals.  For additional information about Aemetis,
please visit www.aemetis.com.

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.


ALPHA PARTNERS: Case Summary & 2 Unsecured Creditors
----------------------------------------------------
Debtor: Alpha Partners, Ltd.
        13702 Gamma Road
        Dallas, TX 75244

Bankruptcy Case No.: 13-30266

Chapter 11 Petition Date: January 21, 2013

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

Judge: Barbara J. Houser

About the Debtor: The Debtor filed a bare-bones Chapter 11
                  petition.

Debtor's Counsel: Mark A. Castillo, Esq.
                  CURTIS CASTILLO, P.C.
                  901 Main Street, Suite 6515
                  Dallas, TX 75202
                  Tel: (214) 752-2222
                  Fax: (214) 752-0709
                  E-mail: mcastillo@curtislaw.net

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by James T. Maxwell, limited partner and
director/officer of ZVN, Inc., general partner.

The Debtor's list of its top unsecured creditors contains only two
entries:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Lincoln General Insurance Company  Tortious Inference  $16,500,000
c/o William N. Radford             Claim
THOMPSON, COE, COUSINS & IRONS, LLP
700 N. Pearl Street, 25th Floor
Dallas, TX 75201-2832

Frost Bank                         Loan                         $0
  fka Frost National Bank
100 W. Houston
San Antonio, TX 78205


AMERICAN AIRLINES: Courtroom Victory Knocks Down Aircraft Debt
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the courtroom victory AMR Corp. won over some
aircraft debt holders last week knocked several dollars off the
price of bonds in trading on Jan. 18.  The failure of the bonds to
fall all the way to par might be interpreted as an indication that
some holders believe there is a chance of success on appeal.

According to the report, U.S. Bankruptcy Judge Sean H. Lane ruled
last week that holders of three issues of aircraft financing bonds
aren't entitled to so-called make-whole premiums although the debt
will be repaid before maturity.  Were the make-whole applicable,
the parent of American Airlines Inc. had previously said it would
be obliged to repay 155% of the $425 million owing on 10.375%
first-lien bonds due 2021.

The bonds, also known as the 2009-1 EETCs, last traded before
Judge Lane's decision for 108 cents on the dollar, to yield
8.830%, according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The bonds traded down to
103.5 at 12:09 p.m. on Jan. 18, recovering to 107 at 2:30 p.m.

The $682.2 million in 8.625% pass-through certificates due 2021
dropped and didn't recover.  Last traded before Judge Lane's
opinion at 108.25 to yield 7.455, they fell at 12:27 p.m. on
Jan. 18 to 103.35 and a yield of 8.133.  The $174.2 million in 13%
first-lien secured notes due 2016 sold before the decision at 107.
They fetched 103.75 in a 1:36 p.m. trade on Jan. 18.

The report notes that Judge Lane's opinion was part of a ruling to
approve $1.5 billion in new aircraft financings to generate cash
for repaying the existing debt.  The bonds being paid off carry
interest two to three times higher than AMR expects to pay by
issuance of new secured debt.

                         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.

AMR has yet to decide whether it will reorganize as a standalone
airline or merge with US Airways Group Inc.

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: Former Pilot Seeks Stay Relief to Pursue Appeal
------------------------------------------------------------------
Lawrence Meadows, former American Airlines pilot, asked the U.S.
Bankruptcy Court in Manhattan to lift the automatic stay to allow
an appeals court to rule on his appeal.

The former pilot appealed the dismissal of his case by a lower
court, where he sought payment of long-term disability benefits
for the period December 2007 to December 2011 under the airline's
2004 pilot retirement plan.

In court papers, Mr. Meadows said the company did not offer
evidence that any ruling by the appeals court will determine
which benefit plan applies to him.

The former pilot also said the company did not offer evidence
that the pending American Pilots' Association grievance of
February 2012 will determine his employment status.

                         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: Inks New Codeshare Deal With Qatar Airways
-------------------------------------------------------------
American Airlines has signed an agreement with Doha, Qatar-based
Qatar Airways, one of the world's fastest-growing airlines and a
Skytrax 5-Star rated carrier, to codeshare on each other's flights
providing new growth opportunities for American in the Middle East
and for Qatar in the United States.  Following government
approvals the new codeshare agreement will offer customers more
seamless choices by allowing the two airlines to work together to
improve flight schedules and connection times.

"Our extensive codeshare relationship with Qatar Airways will
provide our customers with easy, premium access when traveling to
and from the Middle East and beyond," said Kurt Stache, American's
Vice President -- Strategic Alliances.  "This new codeshare
relationship with Qatar is another example of how American is
focused on building its global network through closer coordination
with its alliance partners around the world."

The agreement with Qatar will include codesharing on nonstop
flights between the U.S. and Doha, flights connecting at the
carriers' European gateways such as Paris and London, and flights
to cities in the U.S. and beyond Doha.  Additionally, members of
the American Airlines AAdvantage(R) program will be able to earn
miles on the codeshare flights operated by Qatar Airways,
providing another valuable benefit of the relationship.
Customers can begin booking travel on codeshare flights as early
as Feb. 10, 2013 for travel beginning Feb. 26, 2013.

In October 2012, Qatar was invited to join the oneworld(R)
alliance.  Qatar is the first of the three major carriers in the
Gulf to join a global airline alliance.  Its addition will add 15
destinations and three countries to the oneworld map.  Qatar
currently serves 120 destinations in 70 countries in the Middle
East, Europe, Africa, North and South America, Asia and
Australia.  From its Doha hub, it offers more than 1,100 weekly
flights, including service to 17 cities throughout the Middle
East.

                         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: Names J. Snook as Sr. VP of Customer Service
---------------------------------------------------------------
American Airlines thanks Craig S. Kreeger, for his more than 25
years of service to the company while announcing that Jonathan D.
Snook, American's Vice President -- Operations Planning and
Performance, will assume Kreeger's role as Senior Vice President
-- Customer Service, managing all aspects of the customer
experience -- from reservations and airport operations to inflight
service and baggage handling.

"Craig has always been a driving force at American -- bringing
innovation and transformation to so many parts of our airline for
more than 25 years," said Tom Horton, American's Chairman and
Chief Executive Officer.  "Most recently, Craig aligned and
consolidated a global team focused on improving the customer
experience throughout all areas of travel.  On behalf of the
people of American, I thank Craig for his vision and dedication,
and wish him the best as he returns to London to become Chief
Executive at Virgin Atlantic."

Jon Snook replaces Kreeger as American's Senior Vice President --
Customer Service.  Snook is a native of Manchester, England where
he began his career at American as an airport agent, progressing
quickly into a variety of leadership roles in international and
domestic airport operations, Reservations, Sales, and
International Planning.  He also served as Senior Vice President
-- Customer Service for American Eagle between 2004 and 2010. For
the past three years, Snook has served as American's Vice
President -- Operations Planning and Performance.

"Jon is a steadfast advocate for our customers and our people, and
he has helped improve the company's operational performance and
dependability to some of the best levels in years," said Horton.
"Equally important, Jon embodies the people leadership and
collaboration skills consistent with the new American.  I look
forward to seeing Jon take our company to new heights by finding
fresh and innovative ways to put our customers at the center of
all that we do every day."

In his role as Vice President -- Operations Planning and
Performance, Snook had responsibility for the airline's System
Operations Control (SOC) Center, as well as crew scheduling,
airline dependability and operations engineering.  The SOC is
known as the central nerve center of American's flight activities
throughout the world -- monitoring and directing the operations
of the airline's 2,500 daily departures.

                         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).


APPLESEED'S INTERMEDIATE: Golden Gate Said to Ink $75MM Deal
------------------------------------------------------------
Affiliates of Golden Gate Capital Corp. paid $75 million to settle
a fraudulent-transfer lawsuit stemming from the April 2007
leveraged buyout of Orchard Brands Corp., Bloomberg News reported,
citing a person with knowledge of the settlement.

The report recounts that the suit was brought originally in
bankruptcy court by a trust created for creditors of Orchard
Brands.  The suit alleged that private-equity investor Golden Gate
was the mastermind of an LBO that left Orchard insolvent from
$500 million in new secured debt and a $310 million dividend paid
to the investors along with completion of the acquisition.

The creditors, according to the report, gained leverage for
settlement when U.S. District Judge Joseph E. Irenas took the suit
out of bankruptcy court and ruled in March that San Francisco-
based Golden Gate wasn't entitled to dismissal of the complaint.
Judge Irenas said that the facts laid out in the complaint, taken
at face value, made good claims for fraudulent transfer, of types
known as constructive and intentionally fraudulent.

According to the report, the settlement was completed in late
December.  The existence of the settlement, without terms, is
shown on court records.  The settlement eventually will result in
a distribution in the low 30% range to low 40%, the person said.
The numbers could change significantly, the person said.  Part of
the settlement will be shared with the company which financed the
lawsuit.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that the decision by Judge Irenas was important because he ruled
that a $310 million dividend wasn't protected by the so-called
safe harbor in Section 546(e) of the U.S. Bankruptcy Code.

The lawsuit is Michaelson v. Farmer, (In re Appleseed's
Intermediate Holdings LLC), 11-807, U.S. District Court, District
of Delaware (Wilmington).

                   About Appleseed's Intermediate

Based in Beverly, Massachusetts, Appleseed's Intermediate Holdings
LLC, aka Appleseed's Intermediate Holdings, Inc., aka Orchard
Brands sells clothing to people 55 and older.  Orchard Brands has
17 brands including Appleseed's, Draper's & Damon's, Gold Violin,
Haband and Norm Thompson.  It publishes catalogs and has stores
under its Appleseed's and Draper's & Damon's brands.  It has
annual sales of about $1 billion and earnings before interest,
taxes, depreciation and amortization are about $50 million.

Appleseed's is owned by Golden Gate Capital Corp., which also
holds stakes in retailers Express Inc., Eddie Bauer Holdings Inc.
and Zale Corp.

Appleseed's Intermediate and its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10160) on
Jan. 19, 2011.  Appleseed's Intermediate estimated assets at
$100 million to $500 million and debts at $500 million to
$1 billion in its Chapter 11 petition.

Richard M. Cieri, Esq., Joshua A. Sussberg, Esq., at Brian E.
Schartz, at Kirkland & Ellis LLP, serve as the Debtors' bankruptcy
counsel.  Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, serves as local counsel to the Debtors.  Moelis &
Company LLC is the Debtors' investment banker and financial
advisor.  Alvarez & Marshal North America, LLC, is the Debtors'
restructuring advisor.  Pricewaterhousecoopers LLP is the Debtors'
independent auditor.  Kurtzman Carson Consultants LLC is the
notice, claims and balloting agent.

Jay R. Indyke, Esq., Cathy Hershcopf, Esq., Brent Weisenberg,
Esq., and Richelle Kalnit, Esq., at Cooley LLP, in New York, and
Robert K. Malone, Esq., Michael P Pompeo, Esq., and Howard A
Cohen, Esq., at Drinker Biddle & Reath LLP, in Wilmington,
Delaware, represent the Official Committee of Unsecured Creditors.

The Orchard Brands subsidiaries implemented their reorganization
plan after obtaining confirmation of the plan on April 14, 2011.
While reducing debt by $420 million, the plan created a creditors'
trust.


ARMAND PROPERTIES: Owner of Puerta Del Sol Files Bankruptcy
-----------------------------------------------------------
Paul Brinkmann, writing for South Florida Business Journal,
reports that the owner of the Puerta Del Sol retail center in the
Goulds area, Armand Properties I, has filed for Chapter 11
bankruptcy in Miami.

Armand Properties I declared between $10 million and $50 million
in debts on its bankruptcy petition.  Tanveer Hasan signed the
petition as the company's president.  Joel Aresty, Esq., of North
Miami, serves as Armand's counsel.

The report recounts that in June 2012, Wells Fargo Bank moved to
foreclose on Armand Properties. At the time, tenants included
Family Dollar and Church's Chicken.

Th report relates the 39,659-square-foot retail center, built in
2009, sits on 3.55 acres at 22041 S. Dixie Highway.  The mortgage
was last modified in 2008 at $5.4 million by Wachovia Bank, which
was later acquired by Wells Fargo.

Francisco Armada, Esq., in Miami represented Wells Fargo in the
foreclosure suit.


ATP OIL: Court OKs Diamond McCarthy as Equity Committee Counsel
---------------------------------------------------------------
The Official Committee of Equity Security Holders in the Chapter
11 case of ATP Oil & Gas Corp. has obtained permission from the
Hon. Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas to retain Diamond McCarthy LLP as counsel,
effective as of Nov. 12, 2012.

Diamond McCarthy will, among other things, assist and advise the
Equity Committee in its negotiations and consultations with the
Debtor, creditors and parties in interest relative to the
administration of the Chapter 11 case.

                            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.  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.  Filings
with the Bankruptcy Court and claims information are available at
http://www.kccllc.net/atpog

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

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.


ATP OIL: Equity Committee Wins OK for Gordian as Financial Advisor
------------------------------------------------------------------
The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the
Southern District of Texas has granted the Official Committee of
Equity Security Holders in the Chapter 11 case of ATP Oil & Gas
Corp. authorization to retain Gordian Group, LLC, as financial
advisors and investment banker, effective Nov. 12, 2012.  Gordian
Group will, among other things, review and analyze the Debtor's
business, operations and financial condition and advise the Equity
Committee on the findings.

                            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.  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.  Filings
with the Bankruptcy Court and claims information are available at
http://www.kccllc.net/atpog

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

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.


ATP OIL: Amends Schedules of Assets and Liabilities
---------------------------------------------------
ATP Oil & Gas Corporation filed with the U.S. Bankruptcy Court for
the Southern District of Texas an amendment of its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                       N/A
  B. Personal Property        $2,964,975,932
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                            $2,032,708,051
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $9,921
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $754,946,327
                                 -----------      -----------
        TOTAL                 $2,964,975,932   $2,787,664,300

The Debtor disclosed $3,249,576,978 in total assets and
$2,278,831,445 in total liabilities in a prior iteration of the
schedules.

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

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

                            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.  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.  Filings
with the Bankruptcy Court and claims information are available at
http://www.kccllc.net/atpog

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

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.


BEALL CORP: Obtains Secured Financing to Pay Insurance Premiums
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
debtor Beall Corporation to obtain postpetition financing from
Imperial Credit Corporation to finance the payment of premiums to
be paid upon Debtor's insurance policies.

The Debtor is authorized to grant Imperial a first priority
security interest in the Policies including: (1) all money that is
or may become due under the financing agreement because of a loss
under the policies that reduces unearned premiums; (2) any return
of premiums or unearned premiums under the policies; and (3) any
dividends that may become due debtor in connection with the
policies.

In the event that returned or unearned premiums or other amounts
due under the policies are insufficient to pay the total amount
owing by Debtor to Imperial, any remaining amount owing to
Imperial, including reasonable attorneys' fees and costs, will be
an allowed claim in the Debtor's case with priority as an
administrative expense pursuant to Section 503(b)(1) of the
Bankruptcy Code.

The lien granted to Imperial in connection with the policies will
be senior to any security interests and/or liens in the Policies
granted to any other secured creditors in the Debtor's case.

                         About Beall Corp.

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

Judge Elizabeth L. Perris presides over the case.  The Debtor has
tapped Tonkon Torp LLP as counsel.  The Debtor disclosed
$14,015,232 in assets and $28,791,683 in liabilities as of the
Chapter 11 filing.

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


BENADA ALUMINUM: Feb. 6 Combined Hearing on Plan Set
----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida will
convene a combined hearing to consider confirmation of Benada
Aluminum Products LLC's Reorganization Plan dated Nov. 29, 2012,
and approval of the explanatory Disclosure Statement at hearing on
Feb. 6, 2013 at 10:15 a.m.

The bankruptcy judge earlier gave conditional approval to the
Disclosure Statement.

Creditors and other parties in interest will file with the clerk
their written acceptances or rejections of the plan (ballots) no
later than seven days before the date of the Confirmation Hearing,
which date will also be the last day for the filing of objections
to disclosure or confirmation.

In accordance with Local Bankruptcy Rule 3018?1, the Debtor will
file a ballot tabulation no later than four days before the date
of the Confirmation Hearing.

As reported in the TCR on Dec. 27, 2012, under the Plan, holders
of allowed secured claims (except FTL Capital) will retain their
respective liens on the Debtor's real and personal property and be
paid in full, with interest, over a period of up to five years, as
the case may be.

Holders of allowed secured tax claims will retain their
statutory liens on the Debtor's personal and real property and
will be paid in full, with interest accruing at the Statutory
Rate (as defined in the Plan), over a period of five years from
the Petition Date.

Holders of allowed general unsecured claims will be paid 100% of
their allowed claims with interest, based on monthly payments of
$20,000, but may also receive additional quarterly payments equal
to 40% of the Debtor's quarterly EBITDA.

Membership Interests will be wiped out and re-vested 100% with FTL
Capital, in exchange for the extinguishment of its Allowed Secured
Claim (Pre-Petition).

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

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

                           About Benada

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

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

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

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


BIG M: To Try Selling Stores as Going Concern
---------------------------------------------
Big M Inc., the operator of 129 women's clothing stores in eight
states under the names Annie sez, Mandee and Afaze, will attempt
to sell the business as a going concern, according to Jay Indyke,
whose firm Cooley LLP was selected last week to represent the
official creditors' committee, Bloomberg News reported.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a hearing is scheduled on Jan. 24 in U.S. Bankruptcy
Court in Newark, New Jersey, for final approval of $13.2 million
in secured financing.  The judge gave interim approval for the
loan earlier this month.

                            About Big M

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.

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.

Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland,
serves as counsel to the Debtor.

The Debtor estimated up to $100 million in both assets and
liabilities.


BION ENVIRONMENTAL: Presents at Noble Financial Conference
----------------------------------------------------------
Craig Scott, Bion Environmental Technologies, Inc.'s Vice
President - Capital Markets, was slated to present at "NINE" -
Noble Financial Capital Markets' Ninth Annual Equity Conference at
the Hard Rock Hotel in Hollywood, Florida, on Jan. 22.

At the time of the presentation, a live audio and high-definition
video webcast of Bion's presentation and a copy of the
presentation materials will be available on the Company's Web
site, http://www.biontech.com/, or through the Noble Financial
Web sites: http://www.noblefcm.com/, or
http://www.nobleresearch.com/NINE/home.htm

The webcast and presentation will also be archived on Bion's
Website for 90 days following the event.

                      About Bion Environmental

Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).

The Company reported a net loss applicable to the Company's common
stockholders of $7.35 million on $0 of revenue for the year ended
June 30, 2012, compared with a net loss applicable to the
Company's common stockholders of $7.54 million on $0 of revenue
for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$8.26 million in total assets, $9.72 million in total liabilities,
$19,900 million in Series B Redeemable Convertible Preferred
stock, and a $1.47 million total deficit.

GHP Horwath, P.C., in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended June 30, 2012.  The independent auditors noted
that the Company has not generated revenue and has suffered
recurring losses from operations which raise substantial doubt
about its ability to continue as a going concern.


BLACK CROW: Consummates Plan Year After Confirmation
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Black Crow Media Group LLC needed a year,
the closely held owner of 22 radio stations implemented the
Chapter 11 reorganization plan on Jan. 1 that the bankruptcy court
in Jacksonville, Florida, had approved by signing a confirmation
order more than a year ago.

In December 2011, the Bankruptcy Court confirmed the Debtor's
Chapter 11 reorganization plan.  The Plan was revised in November
2011 to incorporate a settlement approved in August where Paul C.
Stone purchased the claim of secured lender General Electric
Capital Corp.  Along with the purchase, Black Crow agreed that Mr.
Stone has a $20 million secured claim and a $19 million unsecured
claim.  The Plan called for Mr. Stone to make a $2 million loan
upon confirmation in exchange for 80% of the economic rights and
49% of the equity.  During the next year, his equity interest
would increase to 80%.

The Plan also provided for priority tax claims to be paid over
five years.  General unsecured creditors with $20.7 million in
claims were in line to receive $130,000 collectively, for a
projected recovery not exceeding 1%.

                         About Black Crow

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

Black Crow filed for Chapter 11 protection two days before a
hearing in U.S. district court where GECC was seeking appointment
of a receiver following default on term loans and a revolving
credit.  GECC was owed $38.9 million at the outset of the
reorganization.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-00172) on Jan. 11, 2010.  The Company's
affiliates -- Black Crow Media, LLC, et al. -- also filed separate
Chapter 11 petitions.

H. Jason Gold, Esq., Valerie P. Morrison, Esq., and Dylan G.
Trache, Esq., at Wiley Rein LLP, in McLean, Virginia, serve as the
Debtors' counsel.  Mariane L. Dorris, Esq., and R. Scott Shuker,
Esq., at Latham, Shuker, Eden & Beaudine, LLP, have been tapped as
co-counsel.  Protiviti Inc. is the Debtors' financial advisor.
Epiq Bankruptcy Solutions, LLC, is the claims and notice agent.
Brian G. Rich, Esq., and Douglas Bates, Esq., at Berger Singerman,
P.A., represent the Official Committee of Unsecured Creditors.

Black Crow disclosed $14,661,198 in assets and $48,830,319 in
liabilities as of the Chapter 11 filing.


CARL'S PATIO: Files for Chapter 11 to Sell to Insiders
------------------------------------------------------
Carl's Patio, Inc., a merchandiser of upscale outdoor furniture
and accessories in the U.S., sought Chapter 11 protection (Bankr.
D. Del. 13-10102) on Jan. 21, 2013, and immediately announced a
deal to sell the business to a company formed by the existing
owner.

Carl's Patio and its debtor-affiliates are in the process of
completing an extensive marketing process for the sale of their
business.  The Debtors have entered into a stalking horse
agreement with a potential purchaser, an affiliate of Weinberg
Capital Group, an Ohio-based private investment firm.

The Debtors are facing severe liquidity issues as a result of,
among other things:  (i) a recent downturn in target markets,
in part due to general economic uncertainty and volatility in
financial markets, (ii) increased costs, (iii) increasing
inventory and merchandising challenges, (iv) increased competition
and (v) over commitment to direct imports requiring long lead
times for new inventory.  As a result, the Debtors have been
unable to meet various financial and other covenants with their
secured lender and do not have the liquidity needed to meet
ongoing payment and operating obligations.  The Debtors have been
on a cash on delivery, cash in advance of delivery, or cash upon
order basis with suppliers since August 2012.

Pretax net income was $912,324 on net sales of $34.3 million in
fiscal year 2011. Through Nov. 30, 2012, the Debtors generated a
net loss of $1.8 million on net sales of $29.9 million, a 5.6%
decline in sales.

Carl's Patio estimated total assets and total debts of $10 million
to $50 million.  The Debtor owes $2.19 million on a secured
revolver, and $3.01 million on a term loan from Fifth Third.  The
Debtor also has $600,000 of subordinated debt.

                         Deal With Insiders

In August 2012, the Debtors reached out to large unsecured
creditors in an attempt to negotiate an out-of-court
restructuring.  But the creditor group did not support the
Debtors' efforts.  Accordingly, the Debtor opted to market the
assets.

Carl's Patio Acquisition LLC, an entity formed by Weinberg Capital
Group, has agreed to purchase virtually all of the Debtors' assets
for $4,150,000, absent higher and better offers.

Weinberg Capital is partially owned by Ronald E. Weinberg.  Mr.
Weinberg is a former director of the Debtors and an entity that he
partially owns, WBG Partners V, LLC, is the sole shareholder of
the Debtors.  Mr. Weinberg resigned from all positions within the
Debtors' corporate structure effective Dec. 18, 2012.  In
addition, Paul Otowchits, the Debtors' COO, is an investor in the
purchaser.

The purchaser has submitted a deposit in the amount of 15% of the
purchase price.

The Debtors have filed a motion seeking approval of the bid
procedures and bid protections for the stalking horse bidder.  The
Debtors seek an early February hearing on the motion.

The proposed procedures provide for an opportunity for other
interested parties to perform necessary diligence and submit
qualified bids.  The Debtors contemplate this timeline:

    Event                              Date
    -----                              ----
Bidding Procedures Hearing    14 Days of the Petition Date
Deadline for Competing Bids   3 Days before the sale Hearing
Auction Date                  2 Days before the sale hearing
Sale Hearing                  45 Days of the Petition Date

Pursuant to their Asset Purchase Agreement, the stalking horse may
terminate the APA if an order approving the sale has not been
entered by March 8.

The Debtor has agreed to reimburse the purchaser for reasonable
expenses in an amount not to exceed $95,000.

                      Underperforming Stores

The Debtors historically operated retail stores in California and
Florida.  Prepetition, the Debtors closed and exited five
underperforming retail locations in California and four locations
in Florida.  The Debtors filed a motion to reject the leases
associated with these closed locations.

The Debtors are also rejecting a contract between Debtor Carl's
Patio West, Inc. and Innovative Delivery Systems, Inc.

                        About Carl's Patio

Founded in 1993, Carl's Patio claims to be a leading retailer of
upscale outdoor furniture and accessories.  The company operates
10 retail locations and a warehouse in South Florida.  The company
has 68 employees.  The company leases all its locations and do not
own any real property.


CARL'S PATIO: Has $3.7-Mil. of DIP Financing From Fifth Third
-------------------------------------------------------------
Carl's Patio, Inc., and its affiliates seek interim and final
orders allowing them to obtain DIP financing from its existing
lender, Fifth Third Bank.

Fifth Third has agreed to provide a line of credit facility in an
aggregate amount of $3,701,902, of which $1,516,008 will be
available upon entry of an interim approval of the Dip financing.

The DIP facility will mature on March 8, 2013.

Interest rate would be LIBOR Rate plus 6% per annum.  The
financing fee to Fifth Third is $55,000.  The DIP facility
contains sale milestones.

   * a Feb. 4, 2013 deadline to obtain approval of the bidding
     procedures;

   * a March 4, 2013 deadline to obtain approval of the sale of
     the assets;

   * a March 8, 2012 deadline to close the sale.

The Debtors will seek final approval of the DIP Credit Agreement,
including a lien on avoidance actions and a release and waiver of
certain rights in favor of Fifth Third that are conditions
precedent to further draws on the DIP Credit Agreement, at a
subsequent final hearing.

Absent the financing provided for in the DIP Credit Agreement, the
Debtors will soon not be able to meet their direct operating
expenses and would face the prospect of a complete cessation of
operations.

Fifth Third will have the right to "credit bid" the amount of its
claims during any sale of substantially all of the Debtors'
assets.

The Debtors will be permitted to use cash collateral.  The Debtors
will grant Fifth Third replacement liens and superpriority claims
as adequate protection.

                        About Carl's Patio

Founded in 1993, Carl's Patio claims to be a leading retailer of
upscale outdoor furniture and accessories.  The company operates
10 retail locations and a warehouse in South Florida.  The company
has 68 employees.  The company leases all its locations and do not
own any real property.

Carl's Patio, Inc. and its affiliates sought Chapter 11 protection
(Bankr. D. Del. 13-10102) on Jan. 21, 2013, and immediately
conveyed plans to sell the business to Weinberg Capital, absent
higher and better offers.

Carl's Patio estimated total assets and total debts of $10 million
to $50 million.  The Debtor owes $2.19 million on a secured
revolver, and $3.01 million on a term loan from Fifth Third.  The
Debtor also has $600,000 of subordinated debt.


CARL'S PATIO: Proposes Epiq as Claims and Notice Agent
------------------------------------------------------
Carl's Patio, Inc., and its affiliates seek Court approval to hire
Epiq Bankruptcy Solutions, LLC as claims and noticing agent to
assume full responsibility for the distribution of notices and
maintenance, processing and docketing of proofs of claim in the
Chapter 11 cases.

The Debtors have not yet filed their schedules of assets and
liabilities but anticipate that there will be in excess of 200
entities to be noticed.

The Debtors reviewed engagement proposals from two other claims
agents to ensure a competitive process.

Epiq will charge the Debtor at rates comparable to those charged
by other providers of similar services:

   Position                                Discounted Rate
   --------                                ---------------
Clerical                                     $30 to $45
Case Manager                                 $60 to $95
IT/ Programming                              $70 to $135
Senior Case Manager / Consultant            $100 to $140
Senior Consultant                           $160 to $195

For its noticing services, Epiq wil charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For database
maintenance, the firm will charge $0.10 per record per month, with
fees for the first three months waived.

                        About Carl's Patio

Founded in 1993, Carl's Patio claims to be a leading retailer of
upscale outdoor furniture and accessories.  The company operates
10 retail locations and a warehouse in South Florida.  The company
has 68 employees.  The company leases all its locations and do not
own any real property.

Carl's Patio, Inc. and its affiliates sought Chapter 11 protection
(Bankr. D. Del. 13-10102) on Jan. 21, 2013, and immediately
conveyed plans to sell the business to Weinberg Capital, absent
higher and better offers.

Carl's Patio estimated total assets and total debts of $10 million
to $50 million.  The Debtor owes $2.19 million on a secured
revolver, and $3.01 million on a term loan from Fifth Third.  The
Debtor also has $600,000 of subordinated debt.


CARL'S PATIO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead
Debtor: Carl's Patio, Inc.
        301 Camino Gardens Boulevard, Suite # 101
        Boca Raton, FL 33432

Bankruptcy Case No.: 13-10102

Chapter 11 Petition Date: January 21, 2013

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Affiliates that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Carl's Patio West, Inc.                 13-10103
Terrace 436, Inc.                       13-10104

About the Debtor: Founded in 1993, Carl's Patio claims to be a
                  leading retailer of upscale outdoor furniture
                  and accessories.  The company operates 10 retail
                  locations and a warehouse in South Florida.  The
                  company has 68 employees.  The company leases
                  all its locations and do not own any real
                  property.

Debtors' Counsel: Charlene D. Davis, Esq.
                  BAYARD, P.A.
                  222 Delaware Avenue, Suite 900
                  P.O. Box 25130
                  Wilmington, DE 19899
                  Tel: (302) 655-5000
                  Fax: (302) 658-6395
                  E-mail: bankserve@bayardlaw.com

                         - and ?

                  Justin R. Alberto, Esq.
                  BAYARD, P.A.
                  222 Delaware Avenue, Suite 900
                  P.O. Box 25130
                  Wilmington, DE 19899
                  Tel: (302) 429-4226
                  Fax: (302) 658-6395
                  E-mail: jalberto@bayardlaw.com

Debtors'
Financial
Advisor:          ALLIANCE MANAGEMENT

Debtors'
Claims and
Noticing Agent:   EPIQ BANKRUPTCY SOLUTIONS, LLC

Lead Debtor's
Estimated Assets: $10,000,001 to $50,000,000

Lead Debtor's
Estimated Debts: $10,000,001 to $50,000,000

The petitions were signed by Jason Katz, authorized
representative, secretary and treasurer.

Carl's Patio, Inc., et al.'s Consolidated List of Their 20 Largest
Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Woodard                            Trade Debt           $2,168,380
3401 W. Trinity Boulevard
Grand Prairie, TX 75050

Jeff Baker                         Executory Contract -   $950,000
6810 North State Road 7            Consulting
Coconut Creek, FL 33073

Weinberg Bell                      Subordinate Loan       $699,649
5005 Rockside Road, Suite 110
Cleveland, OH 44131

Carls Furniture, Inc.              Seller Financing       $500,000
6810 North State Road 7            Note
Coconut Creek, FL 33073

Lloyd/Flanders                     Trade Debt             $444,746
3010 Tenth Street
P.O. Box 550
Menominee, MI 49858

Woodard Landgrave                  Trade Debt             $440,669
401 W. Trinity Boulevard
Grand Prairie, TX 75050

Krebs, LLC                         Landlord               $183,001

Internal Revenue Service           Taxes                  $154,943

Kohrman Jackson & Krantz           Professional Services  $140,214

Les Jardins                        Trade Debt             $106,123

Agio                               Trade Debt              $83,827

Brown Jordan                       Trade Debt              $82,311

Tigers Global Logistics            Executory Contract -    $77,391
                                   Delivery

Rogers Cushions R31                Trade Debt              $62,718

Howard Wershbale & Co.             Professional Services   $54,825

Galtech                            Trade Debt              $53,865

Gloster                            Trade Debt              $51,588

Agoura Design                      Landlord                $48,363

Design Center of the Americas      Landlord                $47,767

Century Patio                      Trade Debt              $45,347


CHRIST HOSPITAL: Employs George Popko as Liquidating Officer
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
authorized Christ Hospital to employ George Popko as liquidating
officer to the Debtor, nunc pro tunc to Oct. 4, 2012.

Mr. Popko, who will be paid $225 per hour, has agreed to:

   1. coordinate the Debtor's advisors and professionals in acting
      on behalf of the Debtor and be authorized to sign documents
      on behalf of the Debtor.

   2. assist with preparation with the preparation and completion
      of certain external reporting requirements of the Debtor to
      file on a timely basis, including, without limitation,
      Medicare and Medicaid Cost Reports; State of N.J. Cost
      filings; Federal and State Tax filings; Pension Filings; and
      other reports as needed by the Debtor.

   3. assist as directed by the Debtor in the preparation of
      financial statements, and financial reports as needed.

   4. assist the Debtor in negotiations with its creditors, as
      requested.

   5. act as a liaison between the board of trustees or the
      executive committee of the Debtor, and various parties in
      interest, including, without limitation, legal counsel,
      financial advisors, experts, the bankruptcy court, and other
      parties-in-interest.

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County.  The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer.  Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through.  Judge Morris Stern presides over the case.
Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's
counsel.  Alvarez & Marsal North America LLC serves as financial
advisor.  Logan & Company Inc. serves as the Debtor's claim and
noticing agent.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., at Mitnick &
Malzberg P.C.

Attorneys at Sills, Cummis & Gross, P.C., represent the Official
Committee of Unsecured Creditors.


CHURCH STREET HEALTH: Schedules March 6 Confirmation
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Church Street Health Management LLC scheduled a
confirmation hearing on March 6 for approval of a liquidating
Chapter 11 plan.

According to the report, the disclosure statement approved last
week by the U.S. Bankruptcy Court in Nashville, Tennessee, tells
most creditors they will recover less than 1% on their claims.

The plan, the report relates, is designed to provide a framework
for former patients to recover from insurance coverage should
there be a settlement in class-action suits.  The provider of
malpractice insurance is denying responsibility for covering the
claims.

The Debtor's dental care business was sold to existing first-lien
lenders in exchange for $25 million in debt.

                        About Church Street

Church Street Health Management, LLC, which provided management
services for 67 dental practices in 22 states, filed a Chapter 11
petition (Bankr. M.D. Tenn. Case No. 12-01573) in Nashville,
Tennessee, on Feb. 20, 2012.

The following day, four affiliates, Small Smiles Holding Company,
LLC, Forba NY, LLC, EEHC, Inc., and Forba Services, LLC, filed
their Chapter 11 petitions (Case Nos. 12-01574 to 12-01577).

As of the Petition Date, the Debtors' assets have book value of
$895 million, with debt totaling $303 million.  There is about
$131.5 million owing on first-lien obligations, plus $25.6 million
on a second-lien obligation. There is an additional $152 million
on three subordinated debts.  The company's finances are
structured to comply with Islamic Shariah financing regulations.

In the Chapter 11 cases, the Debtors have engaged Waller Lansden
Dortch & Davis, LLP as bankruptcy counsel, and Alvarez & Marsal
Healthcare Industry Group, LLC, as financial and restructuring
advisor.  Martin McGahan, a managing director at A&M, will serve
as chief restructuring officer of Church Street.  Morgan Joseph
TriArtisan, LLC, is the investment banker.  Garden City Group is
the claims and notice agent.

Garrison Investment Group is providing funding for the Chapter 11
case.  The credit agreement will provide the Debtor with up to an
aggregate principal amount of $12 million in a revolving credit
facility.

Church Street Health Management LLC changed its name as a result
of the sale of the business to existing first-lien lenders in
exchange for $25 million in debt.  The new name for the company in
Chapter 11 is CS DIP LLC.

The U.S. Trustee for Region 8 removed two creditors from the
Official Unsecured Creditors Committee.  Through the sale of
assets approved by the Court, these two members no longer have
debts against the Debtors.  The Committee tapped Gilbert LLP as
special insurance and mass tort counsel.


CLINICA REAL: Court Approves Mahaffy as Special Counsel
-------------------------------------------------------
Keith Michael Stone sought and obtained approval from the U.S.
Bankruptcy Court to employ Mahaffy Law Firm as special counsel to
represent the Debtor in matters pertaining to lawsuits filed in
Maricopa County, Arizona by State Farm Automobile Insurance and
State Farm Fire.

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

Steven C. Mahaffy's fees are $295 per hour.

The firm's rates are:

  Professional                  Rates
  ------------                  -----
  Attorneys                     $250/hr
  Senior Attorneys              $290/hr
  Paralegal                     $60-90/hr

                          About Clinica Real

Clinica Real, LLC, dba Clinica Real Rehabilitation & Chiropractic,
filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-20451) in
Phoenix, Arizona, on Sept. 13, 2012.  Clinica Real, doing business
as Clinica Real Rehabilitation & Chiropractic, disclosed $10.5
million in assets and $29.8 million in liabilities.

The Debtor has no real property.  Its largest asset is an
unliquidated claim against State Farm Mutual Automobile Insurance
Co. and State Farm Fire & Casualty Co., which the Debtor valued at
$9.75 million.  Most of the claims against the Debtor are
unsecured.  State Farm has an unsecured claim of $29 million,
which the Debtor says is disputed.

Judge Sarah Sharer Curley presides over the case.  Mark J. Giunta,
Esq., serves as the Debtor's counsel.  The petition was signed by
Keith M. Stone, member.

Keith Michael Stone filed a separate Chapter 11 petition (Bankr.
D. Ariz. Case No. 12-20452) on Sept. 13, 2012.  Mr. Stone is
represented by Cindy L. Greene, Esq., at Carmichael & Powell,
P.C., in Phoenix, Arizona.

The cases are jointly administered under Case No. 12-20451.


CLINICA REAL: Stay Lifted for State Court Litigation to Proceed
---------------------------------------------------------------
The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona lifted the automatic stay in the Chapter 11
cases of Clinica Real, LLC, and Keith Michael Stone, to solely
allow a state court litigation to proceed to trial no earlier than
Sept. 4, 2013.

The Court order was in connection to State Farm Mutual Automobile
Insurance Company and State Farm Fire & Casualty Company's motion
(I) dismissing the cases for cause, or (II) in the alternative,
for abstention, dismissing or suspending proceedings, and/or (III)
granting relief from the automatic stay to allow state court
litigation to proceed.

Additionally, State Farm and the Debtors must (i) participate in a
one-day mediation prior to May 1, 2013, with the costs of the
mediator to be split evenly between the parties, and (ii) confer
and agree on the mediator for the mediation; if State Farm and the
Debtors cannot agree on the mediator, the parties must notify the
Court promptly, and the Court will appoint a mediator.

                        About Clinica Real

Clinica Real, LLC, dba Clinica Real Rehabilitation & Chiropractic,
filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-20451) in
Phoenix, Arizona, on Sept. 13, 2012.  Clinica Real, doing business
as Clinica Real Rehabilitation & Chiropractic, disclosed $10.5
million in assets and $29.8 million in liabilities.

The Debtor has no real property.  Its largest asset is an
unliquidated claim against State Farm Mutual Automobile Insurance
Co. and State Farm Fire & Casualty Co., which the Debtor valued at
$9.75 million.  Most of the claims against the Debtor are
unsecured.  State Farm has an unsecured claim of $29 million,
which the Debtor says is disputed.

Judge Sarah Sharer Curley presides over the case.  Mark J. Giunta,
Esq., serves as the Debtor's counsel.  The petition was signed by
Keith M. Stone, member.

The U.S. Trustee has not appointed an official committee.


COMMUNITY FINANCIAL: Sagus Financial Discloses 9% Equity Stake
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Sagus Financial Fund, LP, and its affiliates disclosed
that, as of Jan. 18, 2013, they beneficially own 500,000 shares of
common stock of Community Financial Shares, Inc., representing 9%
of the shares outstanding.  A copy of the filing is available for
free at http://is.gd/l9r7Za

                     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.


CONQUEST SANTA FE: Has Access to Cash Collateral Until Jan. 31
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Conquest Santa Fe, LLC, in a second interim order, to use cash
collateral of LPP Mortgage, Ltd., to pay ordinary and necessary,
postpetition expenses in the ordinary course of operating its
business, through and including Jan. 31, 2013.  As adequate
protection, LPP is is granted replacement liens in all property
acquired and owned by the Debtor on and after the Petition Date.
A continued hearing on the Debtor's use of cash collateral will be
held on Jan. 29, 2013, at 9:30 a.m.

Conquest Santa Fe, LLC, filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-24937) in Tucson, Arizona, Nov. 16, 2012,
estimating at least $10 million in assets and liabilities.
Judge Eileen W. Hollowell presides over the case.  Frederick J.
Petersen, Esq., and Lowell E. Rothschild, Esq., at Mesch, Clark &
Rothschild, P.C., serve as counsel to the Debtor.


CONQUEST SANTA FE: Wins OK for Mesch Clark as Counsel
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Conquest Santa Fe, L.L.C., to employ Mesch, Clark & Rothschild,
P.C., as its attorneys.

MC&R will render these services:

   a. To give the Debtor legal advice with respect to its power
      and duties in the continued operation and management of its
      properties.

   b. To take necessary action to recover certain property and
      money owed to the Debtor, if necessary.

   c. To represent the Debtor in litigation.

   d. To prepare on behalf of the Debtor, the necessary
      applications, answers, complaints, orders, reports,
      disclosure statement, plan of reorganization, motions, and
      other legal papers.

   e. To perform all other legal services that the Debtor deems
      necessary.

The hourly rates of MC&R attorneys and staff who may work on this
case and their hourly rates are:

     Lowell E. Rothschild, Esq.          $550
     Scott H. Gan, Esq.                  $450
     Frederick J. Petersen, Esq.         $425
     Partners                        $300 to $550
     Associates                      $175 to $295
     Paralegals                          $180
     Legal Assistants                 $85 to $115
     Law Clerks                          $100

MC&R does not represent any other entity having an adverse
interest in connection with the Debtor's case.

                      About Conquest Santa Fe

Conquest Santa Fe, LLC, filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-24937) in Tucson, Arizona, Nov. 16, 2012,
estimating at least $10 million in assets and liabilities.
Judge Eileen W. Hollowell presides over the case.


CONQUEST SANTA FE: Taps Walcott & Henry for Litigation
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Conquest Santa Fe, L.L.C., to employ Walcott & Henry,
P.C., as special counsel to the Debtor in pending litigation in
the United States District Court of New Mexico, LLP Mortgage, Ltd.
v. Conquest Santa Fe, L.L.C., et al., Case No. 12-CV-00260.

No compensation will be paid to Walcott & Henry, without
application to and approval by the Bankruptcy Court after notice
and an opportunity for a hearing.

W&H attorneys and staff who may work on the New Mexico Litigation
and their hourly rates are:

     Donald A. Walcott, Esq.          $250
     Charles V. Henry, Esq.           $200

                      About Conquest Santa Fe

Conquest Santa Fe, LLC, filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-24937) in Tucson, Arizona, Nov. 16, 2012,
estimating at least $10 million in assets and liabilities.
Judge Eileen W. Hollowell presides over the case.  Frederick J.
Petersen, Esq., and Lowell E. Rothschild, Esq., at Mesch, Clark &
Rothschild, P.C., serve as counsel to the Debtor.


CRYOPORT INC: Westcliff Capital Lowers Equity Stake to 4.2%
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Westcliff Capital Management, LLC, and
Richard S. Spencer III disclosed that, as of Dec. 31, 2012, they
beneficially own 1,642,857 shares of common stock of CryoPort,
Inc., representing 4.17% of the shares outstanding.  Westcliff
Capital previously reported beneficial ownership of
2,956,736 common shares or a 9.99% equity stake as of Dec. 31,
2011.  A copy of the amended filing is available for free at:
http://is.gd/937FYm

                           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.


DESERT OASIS: Wells Fargo Plan Appeal Dismissed
-----------------------------------------------
Nevada District Judge Miranda M. Du dismissed an appeal by Wells
Fargo seeking to overturn Bankruptcy Judge Bruce A. Markell's
order confirming Desert Oasis Apartments LLC's Chapter 11 Plan of
Reorganization.  Judge Du said the appeal is moot.  On July 27,
2012, Desert Oasis refinanced its property and paid off the amount
owed to Wells Fargo and left in escrow the disputed amount claimed
by Wells Fargo, pending the District Court's determination of a
separate challenge to another order issued by Judge Markell.
Judge Du also denied Desert Oasis' request for costs.

The appeal is, CT INVESTMENT MANAGEMENT CO., LLC, Appellant, v.
DESERT OASIS APARTMENTS, LLC and TOM GONZALES, Appellees, Case No.
2:12-cv-00370-MMD-VPC (D. Nev.).  A copy of Judge Du's Jan. 17,
2013 Order is available at http://is.gd/W7tkN7from Leagle.com.

                  About Desert Oasis Apartments

Desert Oasis Apartments LLC owns a garden-style apartment complex
situated across the boulevard from the Mandalay Bay Resort.  The
apartment complex is valued at least $6,500,000.

Secured creditor Wells Fargo set a trustee's sale on the apartment
complex for May 11, 2011, but Desert Oasis sought bankruptcy
protection (Bankr. D. Nev. Case No. 11-17208) the day before the
sale.  Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law
Firm, serves as the Debtor's bankruptcy counsel.  The Company
disclosed $18,067,242 in assets and $20,291,316 in liabilities as
of the Chapter 11 filing.


DUNE ENERGY: Highbridge, et al, to Resell 18.7MM Common Shares
--------------------------------------------------------------
Dune Energy, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the
resale of up to 18,749,997 shares of common stock, par value
$0.001 per share, of Dune Energy, Inc., offered by Simplon
Partners, L.P., Highbridge International, LLC, West Face Long Term
Opportunities Global Master L.P., et al.

The selling stockholders will pay commissions or discounts to
underwriters, brokers or dealers in amounts to be negotiated prior
to the sale.  The Company will not receive any of the proceeds
from the sale of the common stock offered by the selling
stockholders.

The Company's common stock is traded on the OTC Bulletin Board
under the symbol "DUNR."  On Jan. 15, 2013, the closing price of
the Company's common stock on the bulletin board was $1.64.

A copy of the prospectus is available for free at:

                        http://is.gd/CSgShY

                         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.


EAGLE POINT: Court Approves Brown Chudleigh as Appraiser
--------------------------------------------------------
Critchell Galpin and Eagle Point Developments LLC sought and
obtained approval from the U.S. Bankruptcy Court to employ Greg
Schuler and Brown, Chudleigh, Schuler, Myers & Associates as
appraisers, to assist the Debtors in determining the value of
certain assets of the Galpin estate.

The firm, among other things, will provide these services:

     a. appraise certain real estate assets that are
        collateral for a loan by South Valley Bank & Trust;

     b. appraise certain real estate assets that are
        collateral for a loan by Washington Federal Savings &
        Loan Association; and

     c. testify, as necessary, regarding (i) the appraisal of US
        Bank collateral already performed by BCSM and (ii) the
        appraisals of South Valley Bank & Trust collateral and
        Washington Federal Savings & Loan Association collateral
        to be performed by BCSM.

The total anticipated cost of the appraisals is $10,250.  For
hearing preparation and testimony, Mr. Schuler and/or other BCSM
members would be paid $175 (for preparation) and $200 per hour
(for testimony).

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

                  About Eagle Point Developments

Eagle Point Developments, in Medford, Oregon, developed the Eagle
Point Golf Course, which was built in 1996.  Eagle Point filed for
Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 12-60353) on
Feb. 1, 2012.  Judge Thomas M. Renn oversees the case, taking over
from Judge Frank R. Alley III.  Sussman Shank LLP serves as
bankruptcy attorneys.  The petition was signed by Arthur Critchell
Galpin, managing member.

Eagle Point's case is jointly administered with Mr. Galpin's
personal bankruptcy case (Bankr. D. Ore. Case No. 12-60362), which
is the lead case.  In schedules, Mr. Galpin disclosed total assets
of $35.7 million and total liabilities of $51.7 million.


EDUCATION HOLDINGS: Files Chapter 11 With Prepackaged Plan
----------------------------------------------------------
Education Holdings 1, Inc., just three years after acquiring using
borrowed funds the Penn Foster distance career schools for $170
million, sought Chapter 11 protection (Bankr. D. Del. Case No.
13-10101) with a bankruptcy-exit plan negotiated with major debt
holders.

The Debtor said that, if confirmed, its prepackaged plan of
reorganization will right-size its liabilities with future
earnings and put the company in a position to grow and develop its
underlying business.  The Debtor said that agreements reached
under the Plan allow the general unsecured creditors to remain
unimpaired.

The Debtor on the first day of the case filed a motion asking the
Bankruptcy Code to schedule a combined hearing on the Plan and the
Disclosure Statement in March.  The Debtor presented this time-
table:

                                            Date
                                            ----
       Voting Record Date                01/01/2013
       Commencement of Solicitation      01/09/2013
       Voting Deadline                   01/17/2013 at 5 p.m.
       Petition Date                     01/21/2013
       Notice Record Date                01/22/2013
       Publication Deadline              02/01/2013
       Objection Deadline                02/28/2013
       Reply Deadline                    03/05/2013
       Confirmation Hearing              03/07/2013

                         Road to Bankruptcy

"The Debtor's decision to commence a Chapter 11 reorganization
case was based largely on its current highly leveraged capital
structure coupled with recent operating losses in connection with
the company's former business, all during the heart of a global
economic downturn," Christian G. Kasper, CRO of the Debtor,
explains.

"Over the past several years, the company has significantly
restructured its operations, expanded certain business lines and
invested in systems, and infrastructure.  These investments and
restructuring costs, along with the decrease in the Debtor's
business beginning in late 20120 and rising interest costs
resulting from the Debtor's highly leveraged capital structure
after the Penn Foster Acquisition, have contributed to net losses
for the Company of $136.1 million, $51.7 million and $12.4 million
for the years 2011, 2010 and 2009, respectively."

With the assistance of financial advisors, Alvarez & Marsal North
America, LLC, and counsel, DLA Piper (US), the company determined
that right-sizing its balance sheet through negotiations with
stakeholders is the best alternative.

Prepetition, the Debtor solicited votes on the Plan and has
obtained unanimous approval by all four voting classes: senior
secured claims (Class 1), second lien facility claims (Class 3),
senior notes claims (Class 4), and junior notes claims (Class 5).

                        The Prepackaged Plan

The primary purpose of the Plan is to effectuate a restructuring
of the Debtor's current capital structure in order to align it
with the Debtors' operating prospects and provide the Debtor with
adequate liquidity.  The claims and interests will be treated as
follows:

          Claims/
  Class   Interests                Treatment
  -----   ---------                ---------
    1     Senior Secured Claims
          ($36.3 million
            Outstanding)           Impaired - The senior secured
                                   credit agreement will be
                                   amended and restated in its
                                   entirety by a $36 million
                                   exit facility agreement.
                                   Recovery: 100%

    2     Priority Claims          Unimpaired - Claimholders will
                                   receive ash equal to the amount
                                   of the claim.
                                   Recovery: 100%

    3     Second Lien Facility
          Claims
          ($7 million)             Impaired - Second lien
                                   claimants will receive
                                   $7 million of new second lien
                                   notes.
                                   Recovery: 100%

    4    Senior Notes Claims
         ($69.4 million plus
          interest and fees)       Impaired - Noteholders will
                                   receive 100% of the new senior
                                   subordinated notes, new
                                   preferred stock with face value
                                   of $40 million, and 30% of the
                                   new common stock.
                                   Recovery: 75.4%

    5    Junior Notes Claims
         ($43.1 million plus
          interest plus fees)      Impaired - Holders of the
                                   junior notes will receive 70%
                                   of the new common stock.
                                   Recovery: Less than 1%

    6    General Unsecured
         Claims                    Unimpaired - General unsecured
                                   creditors will be paid in full
                                   in cash.
                                   Recovery: 100%

    7    Section 510(b) Claims     Impaired.  Holders won't
                                   receive any distributions.
                                   Recovery: 0%

    8    Old Equity Interests      Impaired.  Shareholders won't
                                   receive anything, and the
                                   existing equity interests will
                                   be cancelled.
                                   Recovery: 0%

A copy of the Prepackaged Plan is available for free at:

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

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

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

                            Settled Suit

Andrew Harris, writing for Bloomberg News, noted that Education
Holdings 1 Inc., filed for bankruptcy protection only a month
after settling a fraud lawsuit with the U.S.

Bloomberg recalled that the U.S. Justice Department on Dec. 20
announced the settlement of a suit filed against the company in
May in Manhattan federal court.  The U.S. claimed that Princeton
Review received tens of millions of dollars in federal funds for
tutoring services to New York City school children that it didn't
provide.  The U.S. said the settlement amount is as much as $10
million.

Bloomberg noted that the company listed Bain Capital Venture Fund
LP of Boston as its biggest equity security holder, with 9.7%;
while Falcon Investment Advisors LLC and Sankaty Advisors LLC are
the biggest unsecured creditors, with each owed $56.3 million.
Liabilities to the Justice Department are "undetermined,"
according to the filing, Bloomberg said.

                         About the Debtor

Education Holdings 1, Inc., is a holding company that through its
Penn Foster division, operates the oldest and one of the largest
distance career schools in the world - generating over 150,000 new
enrollments annually for its accredited, career-focused, online
degree and vocational programs in the U.S., Canada and over 150
other countries in the world.

Penn Foster Education Group, Inc. nor Penn Foster Inc. are not
included in the Chapter 11 filings.

In March 2012, Education Holdings sold its higher education
readiness (HER) division, including the name and brand the
Princeton Review, to an affiliate of Charlesbank Capital Partners.


EDUCATION HOLDINGS: Proposes $7-Million of DIP Financing
--------------------------------------------------------
Education Holdings 1, Inc., seeks approval from the Bankruptcy
Court to use cash collateral and enter into a senior secured
superpriority debtor-in-possession credit agreement, dated
Jan. 21, 2013, with General Electric Capital Corporation, as
administrative agent and collateral agent, and other participating
prepetition senior secured lenders.

Pursuant to the DIP agreement, the Debtor may borrow certain
postpetition funds under a revolving credit facility in an
aggregate principal amount not to exceed $7 million.

The lenders have agreed to make available up to $4 million of DIP
financing to the Debtor prior to final approval of the DIP
financing.

Proceeds will be used to both fund the restructuring costs for the
Debtor as well as fund the operations of Penn Foster, Inc.

All DIP obligations will mature 90 days following the Petition
Date.  The Debtor is required to obtain a combined order approving
the Plan and the Disclosure Statement within 60 days after the
Petition Date, and have the effective date of the Plan occur
within 90 days following the Petition Date.

The Debtor first engaged in negotiations with the prepetition
noteholders but the noteholders indicated that they would not
consent to being primed.

As adequate protection for any diminution in value of their
collateral, the senior secured lenders will receive, among other
things, current payment of interest ad the non-default contract
rate, and payment of out-of-pocket fees.  Junior lenders will
receive payment of out-of-pocket fees and replacement liens.

                    About Education Holdings 1

Education Holdings 1, Inc., is a holding company that through its
Penn Foster division, operates the oldest and one of the largest
distance career schools in the world - generating over 150,000 new
enrollments annually for its accredited, career-focused, online
degree and vocational programs in the U.S., Canada and over 150
other countries in the world.

In March 2012, Education Holdings sold its higher education
readiness (HER) division, including the name and brand the
Princeton Review, to an affiliate of Charlesbank Capital Partners.

Education Holdings, just three years after acquiring using
borrowed funds the Penn Foster distance career schools for $170
million, sought Chapter 11 protection (Bankr. D. Del. Case No. 13-
10101) on Jan. 21, 2013, with a bankruptcy-exit plan negotiated
with major debt holders.

Penn Foster Education Group Inc., nor Penn Foster Inc., are not
included in the Chapter 11 filings.


EDUCATION HOLDINGS: To Limit Equity Transfers to Protect NOLs
-------------------------------------------------------------
Education Holdings 1, Inc., seeks Bankruptcy Court approval to
establish notification and hearing procedures that must be
satisfied before certain shareholders may make transfers of, or
claims of worthlessness with respect to, equity securities in
order to protect the value of the Debtors' net operating tax loss
carryforwards.

The Debtor expects to report consolidated NOL carryforwards for
U.S. federal income tax purposes of $192 million.  After
accounting for a cancellation of indebtedness income reduction,
the Debtor anticipates that it will have remaining NOL, tax
carryforwards and possible other tax attributes in an estimated
amount of $120 million.

The Debtor says that unrestricted trading of shares could
adversely affect the Debtor's NOLs if (a) too many 5% or greater
blocks of stock are created, or (b) too many shares are added to
or sold from those blocks.  The proposed procedures will allow the
Debtor to closely monitor transfers of the stock.  Under the
proposed rules, any person who is or becomes a substantial
shareholder (holding 4.5% of the shares) must file a declaration
of such status.  Substantial shareholders are required to write a
declaration of any intended transfer of shares.

The Debtor estimates that it has 56,578,542 shares of its stock
issued and outstanding as of Dec. 31, 2012, with five 5% or more
shareholders holding the stock.

                    About Education Holdings 1

Education Holdings 1, Inc., is a holding company that through its
Penn Foster division, operates the oldest and one of the largest
distance career schools in the world - generating over 150,000 new
enrollments annually for its accredited, career-focused, online
degree and vocational programs in the U.S., Canada and over 150
other countries in the world.

In March 2012, Education Holdings sold its higher education
readiness (HER) division, including the name and brand the
Princeton Review, to an affiliate of Charlesbank Capital Partners.

Education Holdings, just three years after acquiring using
borrowed funds the Penn Foster distance career schools for $170
million, sought Chapter 11 protection (Bankr. D. Del. Case No. 13-
10101) on Jan. 21, 2013, with a bankruptcy-exit plan negotiated
with major debt holders.

Penn Foster Education Group, Inc. nor Penn Foster Inc. are not
included in the Chapter 11 filings.


EDUCATION HOLDINGS: Case Summary & 15 Top Unsecured Creditors
-------------------------------------------------------------
Chapter 11 Debtor: Education Holdings 1, Inc.
                     aka The Princeton Review, Inc.
                   111 Speen Street
                   Framingham, MA 01701

Bankruptcy Case No.: 13-10101

Chapter 11 Petition Date: January 21, 2013

Court: U.S. Bankruptcy Court
       District of Delaware

Debtor's Counsel:   Gregg M. Galardi, Esq.
                    DLA PIPER LLP
                    919 N. Market Street, 15th floor
                    Wilmington, DE 19801
                    Tel: 212-335-4640
                    Fax: 212-884-8680

                         - and -

                    Stuart M. Brown, Esq.
                    DLA PIPER LLP (US)
                    919 N. Market Street, Suite 1500
                    Wilmington, DE 19801
                    Tel: 302-468-5640
                    Fax: 302-778-7913
                    Email: stuart.brown@dlapiper.com


Debtor's Financial
Advisors:           ALVAREZ & MARSAL NORTH AMERICA, LLC


Debtor's Claims
Agent:              GARDEN CITY GROUP, INC., GCG, INC.
                    Attn: Craig Johnson
                    1985 Marcus Avenue, Suite 200
                    Lake Success, NY 11042
                    Tel: 631-470-5000

                    Represented by:
                    Jeffrey S. Stein
                    THE GARDEN CITY GROUP, INC.
                    1985 Marcus Avenue, Suite 200
                    Lake Success, NY 11042
                    Tel: 631-470-6834
                    Fax: 631-940-6554
                    Email: PACERTeam@gardencitygroup.com

DIP Lender:         GENERAL ELECTRIC CORPORATION
                    Administrative Agent

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

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

The petition was signed by Christian G. Kasper, Chief
Restructuring Officer.

List of Debtor's 15 Largest Unsecured Creditors:

   Creditor                       Nature of Claim   Claim Amount
   --------                       ---------------   ------------
Falcon Investment Advisors LLC    Senior & Junior    $56,250,000
Attn: John Schnabel - Partner     Sub Debt
600 Lexington Ave.
New York, NY 10280
Tel: 212-300-0206
Fax: 212-300-0299
E-mail:
jschnabel@falconinvestments.com

Sankaty Advisors LLC              Senior & Junior    $56,250,000
Attn: Laki Nomicos -
Operating Partner
111 Huntington Ave
Boston, MA 02199
Tel: 617-516-2000
Fax: 617-516-2710

George Ross                       Litigation        Undetermined
3587 North Pershing Ave.
San Bernardino, CA 92405
Tel: 323-422-2758

ITC Copiers                       Contractual       Undetermined
Attn: Daniel Sims - President     Obligation
1070 North Batavia #547
Orange, CA 92867
Tel: 714-979-2679

New York Department of Education  Litigation        Undetermined
Attn: Stacey Reeves -
Chief Administrator
NYC Department of Education
65 Court Street
Brooklyn, NY 11201
Tel: 718-935-3280
Fax: 718-935-2726
E-mail:
sreeves5@schools.nyc.gov

Robinsonday LLC                   Litigation        Undetermined
Attn: Peter R. Ginsberg
- Counsel
Ginsberg and Burgos PLLC
12 East 49th Street
New York, NY 10017
Fax: 646-355-0202
E-mail: pginsberg@prglaw.com

The Rector, Church-Wardens        Lease             Undetermined
And Vestrymen of Trinity
Church in the City of New York
Attn: Jason Pizer - Executive
Vice President
75 Varick Street
New York, NY 10013
Tel: 212-602-0800
Fax: 212-602-0877

United States -
Department of Justice             Litigation        Undetermined
Attn: Preet Bharara -
U.S. Attorney for the Southern
District of New York
86 Chamber Street, 3rd Floor
New York, NY 10007
Tel: 212-637-2728
Fax: 212-637-2786
E-mail: preet.bharara@usdoj.gov

Goodwin Procter                   Accounts Payable       $65,000
Attn: John Mutkoski - Partner
E-mail:
jmutkoski@goodwinprocter.com

PricewaterhouseCoopers LLP        Accounts Payable       $15,538
Attn: Bob Moritz-President/CEO
E-mail: bobmoritz@us.pwc.com

Frontier Communications           Accrued Liability      $10,708

E*Trade                           Accounts Payable        $8,750
Attn: Sam Houston --
Account Representative
E-mail: outsourcing@etrade.com

Skadden Arps Slate Meagher
& Flom LLP                        Accounts Payable        $6,376
Attn: Earle Yaffa - Managing
Partner
E-mail: earle.yaffa@skadden.com

Harbortown Ports LLC              Accounts Payable        $5,405

Concur Technologies Inc.          Accounts Payable        $4,159


ELEPHANT TALK: Signs SDN Contract in Latin American Market
----------------------------------------------------------
Elephant Talk Communications, Corp., has signed a contract to
implement the Company's proprietary Software Defined Network
platform for an established mobile operator in a major Latin
America market.

The mobile outsourcing platform will have a capacity for 10
million SIMs.  The Company expects the initial migration of
approximately one million existing Latin American mobile
subscribers to Elephant Talk's proprietary SDN platform to begin
in mid-2013.  The migration is expected to take several months.
Subscribers on Elephant Talk's SDN platform will generate
recurring revenue on a per subscriber per month basis.

Software Defined Networks are the most efficient way to handle the
increasing demands from mobile operators, from small mobile
operators to networks carrying tens of millions of SIMs.  Elephant
Talk, a leader in the development of SDNs, expects an increasing
number of mobile networks to convert to these platforms over the
next few years.

"The Latin American mobile telecom market has been a focus for
Elephant Talk.  We worked very hard to enter this market," stated
Steven van der Velden, Chairman and CEO of Elephant Talk.  "Our
efforts have been rewarded with the signing of a multi-year
contract.  We are very proud that our SDN technology was chosen at
the completion of a very competitive process."

In addition to announcing the Latin American contract, Elephant
Talk released preliminary 4Q12 and 2012 results.

Preliminary 4Q12 results:

   - Mobile and Security revenue was approximately $3.4 million, a
     year-over-year increase of about 76.7%

   - Mobile and Security revenue accounted for an estimated 51% of
     total revenue in the fourth quarter, up from 44% and 23% of
     total revenue in 3Q12 and 4Q11, respectively

   - Gross Margin (revenue minus cost of services), a non-GAAP
     measure, increased approximately 69% to about $2.5 million
     for the fourth quarter representing about 37% of total
     revenue.  Gross Margin for 4Q11 was $1.5 million, accounting
     for 18% of total revenue

Preliminary 2012 results:

   - Mobile and Security revenue for 2012 almost doubled to
     approximately $11.5 million from $5.8 million in 2011

   - Gross Margin (revenue minus cost of services), a non-GAAP
     measure, increased approximately 132% to about $8.2 million
     and represented around 28% of total revenue.  Gross Margin
     for 2011 was $3.5 million accounting for 11% of total revenue

Elephant Talk expects to report complete 2012 financial results in
March 2013.

"We are pleased with Elephant Talk's preliminary fourth quarter
mobile and security revenue," stated Steven van der Velden.  "The
Company remains on track to achieve its first month of positive
operational cash flow in early 2013, excluding non-cash expenses
and capital expenditures."

On Jan. 17, 2013, Steven van der Velden, president and chief
executive officer and director of the Company and Patrick Carroll,
the chief executive officer of ValidSoft Ltd., the Company's cloud
transaction security subsidiary, held a presentation at the 15th
Annual Needham & Company Growth Conference in New York City.  A
copy of the presentation is available at http://is.gd/YPbpHi

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk reported a net loss of $25.31 million in 2011, a net
loss of $92.48 million in 2010, and a net loss of $17.29 million
in 2009.  The Company reported a net loss of $10.99 million for
the six months ended June 30, 2012.

The Company's balance sheet at Sept. 30, 2012, showed
$42.56 million in total assets, $18.18 million in total
liabilities and $24.37 million in total stockholders' equity.


EMISPHERE TECHNOLOGIES: Inks 3-Year Contract With CFO M. Garone
---------------------------------------------------------------
Emisphere Technologies, Inc., entered into an employment agreement
with Michael R. Garone, the Company's vice president, chief
financial officer and corporate secretary, effective Jan. 14,
2013.

The initial term of the Employment Agreement is three years, and
the agreement will automatically renew for additional one-year
terms unless either party provides notice of non-renewal to the
other party at least six months prior to the commencement of any
renewal terms.

The Employment Agreement provides for an annual base salary of
$265,000, with eligibility to receive an annual bonus of up to
$79,500.

Pursuant to the Employment Agreement, Mr. Garone received a
qualified stock option to purchase up to 40,000 shares of the
Company's common stock in accordance with the Company's 2007 Stock
Award and Incentive Plan.

A copy of the Employment Agreement is available at:

                http://is.gd/zQlWoO

                          About Emisphere

Cedar Knolls, N.J.-based Emisphere Technologies, Inc., is a
biopharmaceutical company that focuses on a unique and improved
delivery of therapeutic molecules or nutritional supplements using
its Eligen(R) Technology.  These molecules are currently available
or are under development.

The Company's balance sheet at Sept. 30, 2012, showed
$1.29 million in total assets, $68.14 million in total liabilities
and a $66.85 million total stockholders' deficit.

McGladrey and Pullen, LLP, in New York City, expressed substantial
doubt about Emisphere'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 its total
liabilities exceed its total assets.


EVANS OIL: Court Converts Case to Chapter 7
-------------------------------------------
The U.S. Bankruptcy Court has approved the motion filed by Philip
V. Martino, Chapter 11 Trustee of Evans Oil Company LLC, aka Evans
Oil Co LLC, to convert the Debtor's Chapter 11 case to liquidation
in Chapter 7.

All orders authorizing the Debtor to manage individual financial
affairs or to continue to do business are rescinded.

All committees appointed pursuant to 11 U.S.C Section 1102, if
any, are dissolved.

All pending hearings in the general case are not cancelled and
will proceed as scheduled.

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP served as bankruptcy counsel
to the Debtors.  Garden City Group Inc. acted the claims and
notice agent.  The Parkland Group Inc. served as restructuring
advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.

In late 2011, Evans Oil attempted to exit bankruptcy under a
Chapter 11 reorganization plan.  The Debtor proposed that, after
the plan effective date, the Reorganized Debtors would be managed
by Randy M. Long, the Debtors' sole member and manager, at the
direction of the Plan's equity sponsor.  In consideration of the
investment, the interests in the Reorganized Debtors would be
issued solely to the Equity Sponsor.  The Plan did not contemplate
Mr. Long or any prepetition holder of equity retaining any equity
in the Reorganized Debtors.  Under the Plan, Fifth Third Plan's
secured claim -- to the extent determined at a "valuation motion
-- would be unimpaired.   Fifth Third's deficiency claim and
general unsecured claims would share in an "unsecured creditor
distribution pool" of $116,000 on a pro rata basis.

A copy of the Disclosure Statement and the Amended Plan is
available for free at http://bankrupt.com/misc/evansoil.dkt474.pdf

Early in 2012, the Debtor, however, decided to sell the business.
A July 2012 report by naplesnews.com indicated that at least three
bidders have emerged for the Debtor's assets: Daniel DeMarco,
attorney representing Evans Oil, said his client is supporting
Florida Petroleum Company LLC, which presented an all-cash offer;
Lender Fifth Third Bank backed Atlas Oil Co., headquartered in
Michigan; the bank was also financing the bid; and Avfuel, a fuel
distributor in the Midwest, and represented by Fort Lauderdale,
Fla. attorney, Alan Perlman, also expressed interest.  Soneet
Kapila was appointed to facilitate the asset sale.

In August 2012, the Court authorized, on a final basis, the sale
of Evans Oil's assets to Florida Petroleum, the highest and best
bidder.

Early in 2012, Fifth Third Bank also attempted but failed to
replace management with a Chapter 11 trustee.  In November 2012,
the Court decided to appoint Philip V. Martino as Chapter 11
trustee.


FLINTKOTE COMPANY: Plan Confirmed, ITCAN Objection Junked
---------------------------------------------------------
Delaware Bankruptcy Judge Judith Fitzgerald has confirmed the
Amended Joint Plan of Reorganization of The Flintkote Company and
Flintkote Mines Limited, supported by the Official Committee of
Asbestos Personal Injury Claimants and the Future Claimants'
Representative, after having found that the Plan complies with
Sections 1129 and 524(g) in all respects.  Judge Fitzgerald also
recommended that the U.S. District Court for the District of
Delaware affirm confirmation of the Plan and the Sec. 524(g)
injunction.

Confirmation hearings were held on October 25 and 26, 2010, and
continued on September 12, 13, and 19, 2011.  Post-trial briefing
was completed on January 20, 2012.  The Court heard closing
arguments on March 28, 2012, after which it accepted supplemental
briefing on the issue of whether Flintkote may formally abandon
its alter ego claim in the Plan.  The supplemental briefing was
completed on May 15, 2012, making the matter ripe for disposition.
The only unresolved objections to Plan confirmation are lodged by
Imperial Tobacco Canada Limited.

From 1917 until 1987, Flintkote was primarily in the business of
manufacturing, processing, and distributing building materials.
Between the 1930s and the 1980s, a wide variety of those materials
contained asbestos.  Flintkote was acquired by Genstar Corporation
in 1979.  In 1986, Genstar was acquired by ITCAN.  Flintkote
remained an indirect, wholly-owned subsidiary of ITCAN until 2003,
when ITCAN transferred Flintkote's stock to a charitable trust.

ITCAN argues first that it is a creditor, and thus by definition a
"party in interest" with standing to object to confirmation.
Secondly, ITCAN argues that even if it is not a creditor of the
estate it is still a "party in interest" because the Plan impairs
various rights and defenses it has with respect to both Flintkote
and individual asbestos plaintiffs in the Dividend Recovery
Litigation, which was filed by Flintkote against ITCAN for
fraudulent conveyance, wrongful dividen, breach of fiduciary duty,
recission and other related theories, arising in connection with
ITCAN's alleged hostile takeover of Flintkote.

Judge Fitzgerald, in a memorandum dated Dec. 21, 2012, made these
rulings:

   (a) To the extent that ITCAN may have a claim in the future
       against Flintkote related to alter ego liability, that
       claim is speculative and cannot confer "party in interest"
       standing to object to plan confirmation.  The the injury in
       fact must be "actual and imminent," and here the injury is
       far from imminent.

   (b) ITCAN has denied throughout the entire bankruptcy case that
       it is Flintkote's alter ego and has stated several times
       that even if it is found to be Flintkote's alter ego, it
       will not pay anything to asbestos victims because, as a
       Canadian company with its assets in Canada, no judgment
       would be enforceable against it.  The mere unlikely
       possibility of ITCAN holding a claim against Flintkote by
       virtue of eventually compensating an asbestos plaintiff for
       Flintkote's actions on an alter ego theory is too remote to
       constitute an "injury in fact" for purposes of
       constitutional standing and/or "party in interest" standing
       under Sec. 1109(b).

   (c) Nothing in the Plan imposes tort liability on ITCAN.
       Regardless of whether or not the Plan is confirmed,
       individual asbestos victims may still bring alter ego
       claims against ITCAN in the tort system as Sec. 524(g) does
       not protect non-debtor entities unless, pursuant to Sec.
       524(g)(4), those entities qualify and contribute to the
       funding of the trust, which ITCAN elected not to do in the
       case.

   (d) With respect to ITCAN's objections that its rights are
       impaired by the Plan because Flintkote shares certain
       insurance assets with ITCAN's subsidiary, Genstar, the TDP
       under the Plan is not the source of insurance depletion.

A copy of Judge Fitzgerald's Memorandum is available at
http://is.gd/L3XvOVfrom Leagle.com.

                    About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.
Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D.
Del. Case No. 04-12440) on Aug. 25, 2004.  Kevin T. Lantry, Esq.,
Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin,
LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., represent the Debtors in their restructuring efforts.  Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York,
N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq., at
Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip E.
Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del.,
represent the Asbestos Claimants Committee as counsel.

When Flintkote Company filed for protection from its creditors, it
estimated more than $100 million each in assets and debts.  When
Flintkote Mines Limited filed for protection from its creditors,
it estimated assets of $1 million to $50 million, and debts of
more than $100 million.


FTLL ROBOVAULT: Case Trustee Can Hire Forensic Accountants
----------------------------------------------------------
Barry E. Mukamal, the Chapter 11 Trustee of FTLL RoboVault LLC,
aka Robo, sought and obtained Bankruptcy Court approval to employ
Marcum LLP as forensic accountants.

The Chapter 11 Trustee, who was named in November, said he needs
Marcum to render these professional services:

     a. preparation of estate tax returns;
     b. attendance at meetings with the Debtor, its creditors, the
        attorneys of such parties, with federal, state, and local
        tax authorities, if requested; and
     c. assist the Trustee in the substantial accounting functions
        necessary to administer the estate.

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

Based in Fort Lauderdale, Florida, FTLL RoboVault LLC, aka Robo
Vault, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
12-33090) on Sept. 27, 2012.  Developer Marvin Chaney signed
Chapter 11 petitions for Robo Vault and affiliate Off Broward
Storage.  The companies own modern storage warehouses in Fort
Lauderdale.  The petition scheduled $18,665,069 in assets and
$21,528,776 in liabilities.

The U.S. Trustee for Region 21 notified the U.S. Bankruptcy Court
for the Southern District of Florida that until further notice, it
will not appoint a committee of creditors pursuant to Section 1102
of the Bankruptcy Code.

Bankruptcy Judge Raymond B. Ray initially presided over the case.
On Nov. 19, the case was transferred to Judge John K. Olson.

Lawrence B. Wrenn, Esq., served as the Debtor's counsel.  In
November, Donald F. Walton, the U.S. Trustee for Region 21, sought
and obtained approval from the U.S. Bankruptcy Court to appoint
Barry E. Mukamal as Chapter 11 Trustee.  The initial bond was
fixed in the amount of $100,000.  Following the Chapter 11
Trustee's appointment, Mr. Wren voluntarily dismissed himself in
the Debtor's bankruptcy case.


FTLL ROBOVAULT: Man, Claims to Represent Pope, Taken Into Custody
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankruptcy judge in Florida had an individual named
James McBride taken into custody by U.S. Marshals after he
appeared in court, said he represented Pope Benedict XVI, asserted
that the bankruptcy court was engaged in war crimes, and claimed
to represent the Court of Chancery, Divine Province, with
jurisdiction superior to federal courts.

According to the report, U.S. Bankruptcy Judge John K. Olson in
Fort Lauderdale had marshals take Mr. McBride into custody for a
few hours after the judge became "reasonably apprehensive" there
could be "physical violence."

In his five-page ruling on Jan. 17 Judge Olson referred the matter
to the U.S. Attorney "for possible prosecution for criminal
contempt," in part because McBride told a Chapter 11 trustee for a
company named FTLL Robovault LLC to turn over possession of the
bankrupt's property.

Judge Olson also recommended that a district judge subject Mr.
McBride to a psychological examination and determine "appropriate
sanctions to be imposed."

Mr. Rochelle notes that Judge Olson has experience imposing
sanctions on those who misbehave.  He had a lawyer suspended from
practice in bankruptcy court for 60 days on account of
"disrespectful and impertinent" attacks on the court.  The
suspension was upheld in October by the U.S. Court of Appeals in
Atlanta.

                       About FTLL RoboVault

Based in Fort Lauderdale, Florida, FTLL RoboVault LLC, aka Robo
Vault, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
12-33090) on Sept. 27, 2012.  Developer Marvin Chaney signed
Chapter 11 petitions for Robo Vault and affiliate Off Broward
Storage.  The companies own modern storage warehouses in Fort
Lauderdale.  The petition scheduled $18,665,069 in assets and
$21,528,776 in liabilities.

The U.S. Trustee for Region 21 notified the U.S. Bankruptcy Court
for the Southern District of Florida that until further notice, it
will not appoint a committee of creditors pursuant to Section 1102
of the Bankruptcy Code.

Bankruptcy Judge Raymond B. Ray initially presided over the case.
On Nov. 19, the case was transferred to Judge John K. Olson.

Lawrence B. Wrenn, Esq., served as the Debtor's counsel.  In
November, Donald F. Walton, the U.S. Trustee for Region 21, sought
and obtained approval from the U.S. Bankruptcy Court to appoint
Barry E. Mukamal as Chapter 11 Trustee.  Following the Chapter 11
Trustee's appointment, Mr. Wren voluntarily dismissed himself in
the Debtor's bankruptcy case.


GEOKINETICS INC: Avista Capital Discloses 38.5% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Avista Capital Partners GP, LLC, and its
affiliates disclosed that, as of Jan. 15, 2013, they beneficially
own 10,097,859 shares of common stock of Geokinetics, Inc.,
representing 38.5% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/enQOBD

                        About Geokinetics Inc.

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 Sept. 30, 2012, showed
$415.71 million in total assets, $590.79 million in total
liabilities, $90.72 million in mezzanine equity, and a
$265.80 million total stockholders' deficit.

                           *     *     *

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.


GREYSTONE LOGISTICS: Reports $2,600 Net Income in Nov. 30 Qtr.
--------------------------------------------------------------
Greystone Logistics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income available to common stockholders of $2,603 on $5.06
million of sales for the three months ended Nov. 30, 2012,
compared with net income available to common stockholders of
$237,248 on $6.21 million of sales for the same period a year ago.

For the six months ended Nov. 30, 2012, the Company reported net
income available to common stockholders of $834,608 on $12.18
million of sales, compared with net income available to common
stockholders of $623,934 on $11.99 million of sales for the same
period during the prior year.

Greystone reported net income of $2.49 million for the year ended
May 31, 2012, compared with a net loss of $847,204 during the
prior fiscal year.

The Company's balance sheet at Nov. 30, 2012, showed $12.48
million in total assets, $18.02 million in total liabilities and a
$5.53 million total deficit.

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

                      http://is.gd/0bt6Ac

                   About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.


HAROLD BUNTING: E.D. Mich. Court Rules in Unpaid Lawyer's Appeal
----------------------------------------------------------------
About 12 years ago, Virginia Kozlowski (at the time, Mrs. Bunting)
sought a divorce from her husband, Harold Bunting, in Michigan
state court.  Trial on division of the marital estate began in
2002.  Mr. Bunting has been challenging the division ever since.
He took five appeals to Michigan's court of appeals.  When it
seemed that he had exhausted his litigation resources, he found a
willing proxy to continue the fight -- his lawyer Stuart
Sandweiss.

Mr. Sandweiss, who held a judgment against Mr. Bunting for unpaid
attorney fees, initiated an involuntary Chapter 7 bankruptcy
proceeding against Mr. Bunting.  From the outset of the bankruptcy
litigation, however, Mr. Sandweiss acknowledged that he was "going
to put the interest of my client [the Debtor] ahead of the
interest of my law firm."  Mr. Bunting's principal interest was
reducing the amount awarded to Ms. Kozlowski pursuant to the
judgment of divorce.

In furtherance of that interest, Mr. Sandweiss filed a number of
objections to Ms. Kozlowski's claim.  The bankruptcy court
overruled the objections.  Mr. Sandweiss appeals.

In last week's ruling, District Judge Thomas L. Ludington in Bay
City, Mich., affirmed the bankruptcy court judgment.

"This divorce case has now spanned more than 12 years.  The Debtor
took five appeals to the Michigan Court of Appeals.  And, when it
seemed that he had exhausted his litigation resources, he found a
willing proxy to attempt to continue to express his
dissatisfaction with the amount awarded to his former spouse.  The
bankruptcy court properly declined to perpetuate this attempt.
Its decisions should be affirmed," the judge said.

Mr. Bunting filed a Chapter 11 petition (Bankr. E.D. Mich. Case
No. 03-22751) in 2003.  In the Debtor's bankruptcy schedules, he
calculated his total assets as $450,319 plus an "unknown" amount
in real property.  He calculated his total liabilities as
$1,057,433 to $57,433 in secured and unsecured claims to various
creditors, plus a $1 million secured claim to the Sandweiss firm
that, the Debtor dryly observed, arose "allegedly through a
divorce proceeding."

At the Debtor's behest, the Court dismissed the Chapter 11
petition on March 3, 2006.

Sandweiss filed an involuntary Chapter 7 petition against the
Debtor (Bankr. E.D. Mich. Case No. 07-20864) on April 5, 2007.
Ms. Kozlowski filed a motion on May 21, 2007, in the bankruptcy
court to appoint an interim trustee.  The court granted the
motion.  On Dec. 7, 2007, the court denied a motion to convert the
case from Chapter 7 to Chapter 11.

The case before the District Court is, SANDWEISS LAW CENTER, P.C.,
Appellant, v. VIRGINIA KOZLOWSKI, Appellee, RANDALL L. FRANK,
Interested Party, Case No. 12-10472 (E.D. Mich.).  A copy of the
Court's Jan. 15, 2013 Opinion and Order is available at
http://is.gd/CpKVAffrom Leagle.com.


HAWKER BEECHCRAFT: Pension Deals Pending with Bankruptcy Judge
--------------------------------------------------------------
Molly McMillin, writing for The Wichita Eagle, reported that a
U.S. bankruptcy judge reserved judgment in a hearing regarding the
future of Hawker Beechcraft's three pension plans, while a
settlement has been reached with an ad hoc retiree committee of
salaried employees.

The report related that the small group opposed the Pension
Benefit Guaranty Corp.'s takeover of its plan, saying their
benefits would be substantially reduced if the judge approved the
takeover.  That's because they receive benefits that are above the
PBGC's caps on how much a retiree can collect in a year, Ms.
McMillin noted.  Details of the settlement are expected to be
available as early as Friday, the report said.

The report related that ad hoc committee is made up of nine or 10
retirees but the settlement covers about 70 former salaried
employees whose benefits would be reduced under PBGC caps, the
company said.  Other groups of retirees' monthly benefits wouldn't
be reduced by the change because their benefits fall below the
caps, the report noted.

Hawker Beechcraft, the report said, has asked the court to
terminate the salaried and base retirement income plan and for the
PBGC, rather than the company, to pay benefits to vested
participants.

Hourly workers represented by the Machinists union reached
agreement with the company regarding their retirement income plan
earlier in the process, the report recounted.  Under the
agreement, accruals were to be frozen at the end of 2012, and a
new Retirement Income Savings Plan was to be created and continue
to operate after Hawker Beechcraft emerges from bankruptcy, which
the company expects to do in late February.

The report said Judge Stuart Bernstein plans to rule this week on
the pensions in a hearing next week.  Judge Bernstein wanted to
make sure retirees in the ad hoc group knew the details of the
settlement and had time to file an objection if desired before he
ruled, the report said, citing the company.

"Judge Bernstein gave no indication that he did not support the
proposed global settlement between the Company, the PBGC and the
IAM (the Machinists)," Nicole Alexander, a Hawker Beechcraft
spokeswoman, told The Wichita Eagle in an e-mailed statement.  "He
declined to rule today because he wanted the Company to provide
notice of the additional proposed settlement with the Ad Hoc
Retiree Committee to other affected Salaried Plan participants and
provide an opportunity for those parties to respond by the time of
our next hearing on Jan. 24, 2013."

In its court filing, members of the retiree group opposed what it
called unequal treatment for the company's salaried and hourly
retirees, the report said.  The group noted that Hawker Beechcraft
is not seeking to terminate the retirement income plan for hourly
workers represented by the union, while seeking termination of two
plans for salaried employees, the report added.  "Since the
debtors (Hawker Beechcraft) are preserving the hourly plan, they
are not permitted to terminate the salaried plan," the report
said, citing the group's filing.

The PBGC is a federal agency that administers pension plans for
companies that cannot meet their financial obligations to
retirees. The agency pays the benefits, but with caps, when an
employer is no longer able to pay.  The report recalled that the
agency and Hawker Beechcraft agreed in principle in August for the
PBGC to take over administration of the two plans, subject to
court approval.  If the plans are terminated, the agency assumes
the assets and liabilities, takes over as the trustee and pays the
benefits, the report said.

Hawker Beechcraft's three pension plans have $769 million in
assets to cover $1.4 billion in anticipated obligations, the
company has said in prior filings, the report added.

                     About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.


HOOKUP LLC: Bankrupt Tenant's Chairman Cited for Civil Contempt
---------------------------------------------------------------
At the behest of Hookup, L.L.C., Bankruptcy Judge Kevin R.
Huennekens cited Joseph F. Guthrie, the Chairman of Warehouse
Stores, Inc., in his individual capacity, for civil contempt and
directed him to pay $30,000.

Hookup is a debtor in a Chapter 11 case.  Warehouse is in
liquidation proceedings under Chapter 7.

From June 1, 2011, through Sept. 5, 2011, Hookup and Warehouse
entered into a series of lease agreements under which Warehouse
agreed to lease roughly 50% of Hookup's property in Richmond,
Virginia, to operate its retail business, in exchange for a
minimum of $7,000 base rent per month.  Warehouse refused to make
any of the rental payments that came due after Hookup filed for
bankruptcy, contending that Hookup's alleged pre-petition default
entitled Warehouse to withhold the payment of rent. Nevertheless,
Warehouse continued to use and occupy the leased premises.

On Oct. 15, 2012, the Court overseeing Hookup's case issued a
Memorandum Opinion and entered an Order, (1) finding that
Warehouse had intentionally violated the automatic stay by
unilaterally withholding rent and (2) granting Hookup's motion for
sanctions pursuant to 11 U.S.C. Sec. 362(k).  The Court scheduled
a hearing for Nov. 7 to determine the appropriate measure of
damages to be awarded against Warehouse.

Seven days prior to the Nov. 7 Hearing, and unbeknownst to Hookup
or to counsel for Warehouse, Mr. Guthrie entered into a letter
agreement whereunder Warehouse agreed to sell to Sky Nate Property
Management, LLC, all of the assets of Warehouse for a total of
$150,000.  Per the terms of the Letter Agreement, Warehouse
received a $75,000 non-refundable deposit on Nov. 1, 2012.  Sky
Nate paid the remaining $75,000 by wire transfer to the account of
Warehouse on Nov. 14.

The sales transaction between Warehouse and Sky Nate was not
disclosed to the Court at the Nov. 7 Hearing.  On the contrary,
Mr. Guthrie appeared at the Nov. 7 Hearing and testified that
Warehouse had no money with which it could pay future rent.  In
spite of the fact that Warehouse had over $35,000 in its bank
account as of the date of the Nov. 7 Hearing and in spite of the
fact that Warehouse was anticipating the receipt of an additional
$75,000 within the next two weeks, Mr. Guthrie allowed Warehouse's
counsel to make multiple representations to the Court that
Warehouse lacked the ability to pay any damage award the Court
might make.

An initial hearing on Hookup's Motion for Civil Contempt was held
Dec. 18, 2012.  The Court continued that hearing to Jan. 8, 2013,
to allow Warehouse, its counsel, and Mr. Guthrie the opportunity
to appear and participate.  Immediately prior to the Jan. 8
Hearing, Warehouse filed its own voluntary petition for relief
under Chapter 7 of the Bankruptcy Code.

According to Judge Huennekens, as a result of the commencement of
the bankruptcy case, Warehouse is entitled to the protection
afforded by the automatic stay of 11 U.S.C. Sec. 362.  As
Warehouse is now under the direct control and supervision of the
interim trustee, no further need exists for injunctive relief
against it.  Upon Hookup's request, the Court deferred the Hearing
on the Motion as to Warehouse and proceeded as to Mr. Guthrie
only.

Despite receiving notice of the Hearing, Mr. Guthrie neither
appeared nor retained counsel to appear on his behalf at the Jan.
8 Hearing.  Although Counsel for Warehouse advised the Court that
he did not represent Mr. Guthrie, Counsel for Warehouse did
proceed to actively participate at the Hearing on Mr. Guthrie's
behalf.  At the conclusion of the Hearing, the Court granted
Hookup's Motion as to Mr. Guthrie and imposed sanctions against
him.

According to Judge Huennekens, Mr. Guthrie's intentional
misrepresentations at the Nov. 7 Hearing constituted misbehavior
amounting to an obstruction of justice.

A copy of the Court's Jan. 15, 2013 Memorandum Opinion is
available at http://is.gd/5TAa0Mfrom Leagle.com.

Warehouse Stores, Inc. filed a Chapter 7 petition (Bankr. E.D. Va.
Case No. 13-30100) early in January 2013.  Warehouse is a Virginia
corporation, whose primary business is the sale of furniture,
fixtures, decorations, art, jewelry, and antique collectibles to
retail customers and public dealers.  Bruce Matson has been
appointed interim trustee in the case.

Hookup, L.L.C., filed a voluntary Chapter 11 petition (Bankr. E.D.
Va. Case No. 12-33202) on May 23, 2012.  Hookup is a Virginia
limited liability company, whose sole asset is a parcel of real
estate and improvements located thereon at 1500 Chamberlayne
Avenue, Richmond, Virginia.  The improvements on the Property
consist of a 54,000-square-foot commercial warehouse.

Judge Kevin R. Huennekens oversees Hookup's case.  David K. Spiro,
Esq., at Hirschler Fleischer, represents Hookup as counsel.  The
Company scheduled $1,800,100 in assets and $1,481,883 in
liabilities.  A list of Hookup's four largest unsecured creditors
is available for free at http://bankrupt.com/misc/vaeb12-33202.pdf
The petition was signed by Robert J. Rogers, managing member.


JD TOOL: Court Rejects Chapter 7 Trustee's Case Dismissal Bid
-------------------------------------------------------------
The Chapter 7 Trustee of JD Tool Inc., failed to persuade a
bankruptcy judge to dismiss the Debtor's case.  Saying the
Debtor's case is a "no-asset case", the Chapter 7 Trustee asserts
the case was filed for the sole purpose of shifting the burden of
preparing and filing the Debtor's final tax returns from the
Debtor's principals to him and that, because the estate is
insolvent, he must not only use his own funds to pay an accountant
to prepare the returns, he is exposed to personal liability for
any resulting tax or penalty for failing to file the returns.

Bankruptcy Judge Arthur B. Federman, however, held that the Debtor
filed the case for reasons other than merely shifting the duty of
filing the returns to the Trustee and that, while the Trustee may
be obligated to file tax returns on behalf of the Debtor, he is
not exposed to personal liability for taxes in this case.

"The Trustee's Motion to Dismiss is denied, without prejudice to
its being refiled if the Internal Revenue Service determines that
the Trustee is exposed to personal liability for taxes in this
case," the judge said.

According to the Debtor's Statement of Financial Affairs, the
Debtor ceased doing business in July 2012.  It filed a voluntary
Chapter 7 bankruptcy case (Bankr. W.D. Mo. Case No. 12-61421) on
July 31, 2012, and Fred Charles Moon was appointed Chapter 7
Trustee.  After conducting a Meeting of Creditors under 11 U.S.C.
Sec. 341, the Trustee determined that there are no assets or
claims which will produce any money to pay for the costs and
expenses of administration or which will produce a significant
dividend for creditors of this estate.  The Trustee has filed a
Report of No Distribution and has abandoned all of the Debtor's
assets.

A copy of the Court's Jan. 16, 2013 Order is available at
http://is.gd/xuFIN0from Leagle.com.


KAREN W. FORD: Court Rejects Bid for Contempt Against Wells Fargo
-----------------------------------------------------------------
Bankruptcy Judge Peter J. McNiff denied the request of Karen W.
Ford to direct Wells Fargo Bank to show cause or cite the bank for
contempt for violating the automatic stay by commencing
proceedings in the District Court for the Ninth Judicial District
for the State of Wyoming seeking to (1) foreclose on the property
of Flat Creek Capital, LLC, and, (2) have a receiver appointed to
administer Flat Creek's rental income.

Ms. Ford owns a 75% membership interest in Flat Creek and is its
managing member.  Ms. Ford in 1990 loaned Flat Creek the amount of
$200,000 which was evidenced by a Promissory Note.  In 2010, she
replaced the 1990 Note with a new Note in the amount of $217,000.

Ms. Ford and her spouse, Glenn Ford defaulted on several notes
they had entered into with Wells Fargo.  Wells Fargo initiated an
action in the United States District Court -- District of Wyoming
on the personal guaranties that the Fords had granted to Wells
Fargo on the notes.  On Nov. 2, 2011, the Federal Court entered a
judgment in favor of Wells Fargo and against the Fords in the
amount of $2,161,203.  Wells Fargo was aware of the debt Flat
Creek owed the Debtor.  Wells Fargo recorded the Judgment as a
foreign judgment in the State of Wyoming District Court located in
Teton County, Wyoming and proceeded to collect by obtaining a Writ
of Garnishment in State Court and serving Flat Creek in November
2011.  Flat Creek, by and through its managing member, the Debtor,
filed its Garnishee's Answer to Writ of Garnishment in December
2011.

Ms. Ford filed her Chapter 11 bankruptcy petition (Bankr. D. Wyo.
Case No. 12-20094) and schedules on Feb. 10, 2012.

On March 7, 2012, Wells Fargo filed a complaint in State Court
against Flat Creek seeking to foreclose on the mortgages securing
notes with Welts Fargo.

According to Judge McNiff, the Debtor's note was set off against
the Debtor's obligation to Flat Creek, and the note was satisfied
and mortgage terminated at the time Flat Creek answered the Writ
of Garnishment on Dec. 8, 2011.  As the Debtor did not file her
Chapter 11 bankruptcy petition and schedules until Feb. 10, 2012,
the mortgage was not property of the estate on the date the
bankruptcy case was commenced.  As the mortgage was not property
of the bankruptcy estate, Wells Fargo did not violate the
automatic stay.

A copy of Judge McNiff's Jan. 16, 2013 Opinion is available at
http://is.gd/Rx8T8Ufrom Leagle.com.


LA JOLLA: To Present at Next Week's Orlando World MoneyShow
-----------------------------------------------------------
La Jolla Pharmaceutical Company announced that George F. Tidmarsh,
MD, PhD, president and chief executive officer, will be presenting
at the 2013 Orlando World MoneyShow on Jan. 31, 2013, at 3:00 p.m.
eastern time.  The presentation can be viewed via live webcast by
registering with MoneyShow.com.  The 2013 Orlando World MoneyShow
runs from January 30 to Feb. 2, 2013, at the Gaylord Palms Resort
and Convention Center in Kissimmee, Florida.  More information
about the conference can be found at http://www.moneyshow.com.

                   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.


LEGAL iGAMING: Equity Holders Lose Appeal Over Asset Sale
---------------------------------------------------------
Legal iGaming Inc. won dismissal of an appeal initiated by a group
of the company's shareholders from a bankruptcy court order
approving the company's sale of assets.  Nevada District Judge
Miranda M. Du said the appeal is equitably moot as a plan of
reorganization has been confirmed and declared effective in the
case.  Judge Du said the appellants have not fully pursued their
rights by seeking a stay pending appeal to prevent implementation
of the Confirmation Order.  The asset sale was approved by the
Court, the parties closed on the transaction, the money was paid,
and the funds distributed to the company's creditors.  Reversing
these transactions would not be simple, Judge Du said.  A reversal
of the approval of the bankruptcy plan at this point would "knock
the props out" from underneath the plan.  The sale of the assets
was essential to the reorganization plan. Reversing the
transaction would not only disturb the reorganization plan, but
would require a complete restart of the bankruptcy proceedings.

The equity holders brought the appeal before the District Court
and the Bankruptcy Appellate Panel.  Because the issues in both
appeals are essentially the same, the BAP referred the original
appeal pending before it to the District Court.  Judge Du said the
BAP appeal is also dismissed.

The appeal is, EQUITY HOLDERS, v. LEGAL iGAMING, INC., a Nevada
Corporation, Appellee, Case No. 2:12-cv-00047-MMD-GWF (D. Nev.).
A copy of the Court's Jan. 16, 2013 Order is available at
http://is.gd/ZhElePfrom Leagle.com.

Las Vegas, Nevada-based Legal iGaming, Inc., c/o Sklar Williams,
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No. 11-12771)
on Feb. 28, 2011.  Judge Bruce T. Beesley oversees the case.
Samuel A. Schwartz, Esq. -- sam@schwartzlawyers.com -- at The
Schwartz Law Firm, represents the Debtor as counsel.  The Debtor
scheduled $2,622,876 in assets and $187,348 in liabilities.  A
list of the Company's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb11-12771.pdf
The petition was signed by Wayne Krygier, president, treasurer,
secretary, director.

On Aug. 17, 2011, the Court approved the sale of the Debtor's
assets.  The Bankruptcy Court confirmed the Debtor's Chapter 11
reorganization plan on Feb. 27, 2012.  The Debtor entered the
Notice of Entry of the Confirmation Order the next day, and 14
days after that, having received no notice of appeal of the
Confirmation Order, distributed the funds from the sale.


LEHMAN BROTHERS: Seeks $291MM Reserve for US Air, Essex Claims
--------------------------------------------------------------
Lehman Brothers Holdings Inc. asked Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York to approve
a $91.2 million reserve for US Airways Inc.'s claim and $200
million reserve for Essex Equity Holdings USA LLC's claim.

The move is part of the company's effort to implement its $65
billion payout plan, which the Bankruptcy Court approved in
December 2011.

US Airways filed a $564.7 million claim against Lehman while
Essex filed a $1.2 billion claim.  Both claims stemmed from the
securities they bought through former employees of Lehman's
brokerage.

Lehman previously challenged the filing of those claims, saying
it should not be held liable for claims that arise from deals
involving groups or companies that did not file for bankruptcy
protection.

US Airways continues to prosecute its $564.7 million claim
against Lehman although the Financial Industry Regulatory
Authority has already issued a decision that the airline only
sustained about $15 million in damages.

Meanwhile, the U.S. regulators has already denied Essex's claim
against the Lehman employees who sold the securities.  A similar
claim, which Essex filed in the Lehman brokerage's liquidation
proceeding, has not yet been decided by the bankruptcy court.

Lehman lawyer, Robert Lemons, Esq., at Weil Gotshal & Manges LLP,
in New York, said the proposed $291.2 million reserve, if
approved, would enable the company to address the claims in an
"economical and efficient manner, without diminishing
distributions and unfairly prejudicing [Lehman's] other
creditors."

A court hearing is set for January 30.  Objections are due by
January 23.

                       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: Automatic Stay Extended for 50+ Lawsuits
---------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan extended the automatic
stay to more than 50 lawsuits involving Lehman Brothers Holdings
Inc. until entry of an order granting the company's request for
another six-month stay.

Lehman, along with the unsecured creditors' litigation committee,
previously proposed to extend the stay to July 20, 2013, saying
the extension would allow the company to settle the lawsuits.
The stay, which will expire on January 20, 2013, went into effect
in the latter part of October 2010.

Lehman filed the lawsuits in 2010 to recover funds from more than
200 pre-bankruptcy transactions involving the company.

The hearing to consider the request has been moved from
January 16 to January 30.  Objections are due by January 23.

                       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: Subpoenas Still Being Served to Banks
------------------------------------------------------
BNP Paribas and 23 other companies were served with subpoenas to
force them to turn over certain documents to Lehman Brothers
Holdings Inc.'s legal counsel Weil Gotshal & Manges LLP.

A subpoena is also out against Puerto Rico Public Finance Corp.,
which is required to turn over documents to New York-based law
firm Jones Day.

Lehman Brothers served the subpoenas during the period
December 12, 2012 to January 15, 2013, in accordance with an
earlier order issued by the U.S. Bankruptcy Court in Manhattan.

The court order dated November 23, 2009, authorized the company
to investigate those who had been involved in various Lehman
transactions.  Any document and information collected from the
investigation will be used for evaluating the company's financial
status.

Meanwhile, the company withdrew the subpoenas it issued against
AXA Fund Management SA, Bank Sarasin & Co. Ltd., Canyon Value
Realization MAC 18 Ltd., CFIP Master Fund Ltd., Crow Point
Utility & Telecommunications Master Fund Ltd., GPC LXIV LLC,
Halbis US Credit Alpha Master Fund Ltd., Harlan Investment
Limited, Oppenheimer Distressed Opportunities LP, Rothorn Fund
Limited, and certain ClearBridge companies.

                       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: Opposes Traxis Bid to Re-Issue Checks
------------------------------------------------------
Lehman Brothers Holdings Inc. asked the U.S. Bankruptcy Court in
Manhattan to deny the request of Traxis Fund LP and Traxis
Emerging Market Opportunities Fund LP to compel the company to
reissue distribution checks to the funds.

The checks in the amount of $175,948 were allegedly issued to the
funds in early 2012 but they were neither received by the funds
nor returned to Epiq Systems as undeliverable, according to court
papers.

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

Lehman lawyer, Garrett Fail, Esq., at Weil Gotshal & Manges LLP,
in New York, said the funds' request for reissuance of the checks
is "explicitly discharged and forever barred from assertion" by
the company's bankruptcy plan.

"The plan provides that the amount now claimed by Traxis
irrevocably reverted to the respective Chapter 11 estates to be
distributed to all creditors in accordance with the plan,
technically including to Traxis on account of its future
distributions," he said.

Mr. Fail further said that the plan "granted no discretion or
flexibility" to Lehman to honor the funds' request.

Traxis lawyer John Ashmead, Esq., at Seward & Kissel LLP, in New
York, said the funds' failure to timely request the reissuance of
the checks is the result of "excusable neglect"

"Traxis should not be penalized for circumstances beyond its
control, particularly where the delay is so incredibly short and
the potential impact on other creditors and the administration of
the debtors' estates so utterly negligible," Mr. Ashmead said in
court papers.

                       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: Court OKs Deloitte, et al., Final Fee Requests
---------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved the applications
for final allowance of fees and reimbursement of expenses of
these bankruptcy professionals hired in connection with Lehman
Brothers Holdings Inc.'s Chapter 11 case:

Professional               Period            Fees      Expenses
------------               ------          --------    --------
Deloitte Tax LLP           09/15/08 to     $923,015          $0
                            03/06/12

Epiq Bankruptcy Solutions  09/01/11 to   $1,157,292     $46,125
                            12/06/11

Kleyr Grasso Associes      09/15/08 to   $1,121,962          $0
                            03/06/12

Houlihan Lokey Howard &    09/15/08 to  $28,266,666     $50,432
  Zukin Capital Inc.        03/06/12

                       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)


LIBERTY HARBOR: Plan Filing Exclusivity Extended to Feb. 21
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey, in a
bridge order, extended Liberty Harbor Holding, LLC's exclusive
periods to propose a plan of reorganization until Feb. 21, 2013,
and solicit acceptances for that plan until April 22, 2013.

The Debtors related that the super storm Sandy has caused massive
flooding and damage on their property under construction.  There
were also several pleadings filed by alleged creditors seeking,
among other things, relief from the automatic stay in order to
pursue a state court appeal, well as permission to file a late
proof of claim.

According to the Debtors, they have begun the preparation of a
plan and disclosure statement.  The preparation of these documents
requires consideration of certain structural, tax, funding and
other concerns.  The Debtors wish to assure that the disclosure
statement contains accurate and adequate information, to allow all
creditors entitled to vote to cast an informed ballot.

                       About Liberty Harbor

Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along
with two affiliates, sought Chapter 11 protection (Banrk. D. N.J.
Lead Case No. 12-19958) in Newark on April 17, 2012.  Each of the
Debtors is solely owned by Peter Mocco.

Liberty, as of April 16, 2012, had total assets of $350.08
million, comprising of $350 million of land, $75,000 in accounts
receivable and $458 cash.  The Debtor says that it has $3.62
million of debt, consisting of accounts payable of $73,500 and
unsecured non-priority claims of $3,540,000.  The Debtor's real
property consists of Block 60, Jersey City, NJ 100% ownership Lots
60, 70, 69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D.

Affiliates that filed separate petitions are: Liberty Harbor II
Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor
North, Inc. (Case No. 12-19964).  The three cases are
administratively consolidated.

Judge Novalyn L. Winfield presides over the case.  Wasserman,
Jurista & Stolz, P.C. srves as insolvency counsel and Scarpone &
Vargo as special litigation counsel.  The petition was signed by
Peter Mocco, managing member.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed three
creditors to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of the Debtor.


LLS AMERICA: District Court to Hear 17 Avoidance Actions
--------------------------------------------------------
At the behest of Bruce P. Kriegman, the court-appointed Chapter 11
Trustee for LLS America LLC, Chief District Judge Rosanna Malouf
Peterson withdraw the bankruptcy court reference of various
adversary proceedings the trustee initiated to avoid preferential
or fraudulent transfers.

According to the adversary complaint, LLS allegedly engaged in a
"Ponzi" scheme by accepting loans from various parties and using
later loans to repay with interest the earlier lenders.  The
defendants named in the complaint are all alleged to have lent
money to LLS and received a return with interest of their funds.
The complaint asserts that the payments made by LLS to the lender-
defendants constituted fraudulent transfers and that such
transfers should be avoided and returned to the bankruptcy estate
to be distributed through the bankruptcy process.

The Chapter 11 Trustee seeks the withdrawal of the District
Court's automatic referral of the case to the bankruptcy court.
The basis for withdrawal is born out of the Court's granting of
withdrawal motions filed by defendants in other adversary actions.
In light of the uncertainty surrounding the bankruptcy court's
jurisdiction, the Chapter 11 Trustee asserts that the District
Court should withdraw reference as to the trial and allow the
bankruptcy court  to proceed on pre-trial matters.  The Defendants
filed no opposition.

According to Judge Peterson, all unresolved substantive or
evidentiary issues that may foreseeably arise during trial will be
addressed by motions in limine to be filed and served on or before
March 8, 2013.  Responses shall be filed and served on or before
March 15.  Such motions will be addressed and resolved at the
pretrial conference.  A joint Pretrial Order must be filed in the
district court by March 28.  Trial briefs and requested voir dire
must be filed in the district court and served by March 28.

Prior to March 28, 2013, the parties must confer regarding jury
instructions.  By March 28, the parties must jointly file in the
district court a complete set of jury instructions that contain
copies of each instruction on which the parties agree and copies
of each instruction that is disputed (i.e., a copy of each party's
proposed version, if any, of an instruction on which they do not
agree).  By March 28, each party must file in the district court
and serve a legal memorandum addressing any objections the party
has regarding any instructions proposed by any other party.  The
party proposing a disputed instruction may file a memorandum
responding to any other party's objections, but must do so on or
before March 28.

An in-person pretrial conference will be held on April 9, 2013, at
9:00 a.m. in district court in Spokane, Washington.  The jury
trial shall commence on April 22, at 9:00 a.m. in district court
in Spokane.

The defendants to those lawsuits are:

     * Andrew Stack and Elisabeth Stack;
     * Karen Falk;
     * Frank Gyenizse and Beverly Gyenizse;
     * Janet McDonald;
     * Enrique Torres;
     * Cindy Wetmore;
     * Pacifica Ventures Inc.;
     * John Schneider et al.;
     * Joanna Walton and Ralph Wilton
     * Stephen Briscoe;
     * Maria Szalay;
     * Hellen Jordan and Karen Miller;
     * William Janvary and Claire Janvary;
     * Cliff Yarbrough et al.;
     * Dean Stack;
     * Bradley Lucy and Nicolle Romani; and
     * William Douglas and Carol Douglas

A copy of one of the District Court's Jan. 16-dated Orders is
available at http://is.gd/2Q6Bcmfrom Leagle.com.

                     About Little Loan Shoppe

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

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

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

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


LOCAL SERVICE: Zoning Dispute Won't Proceed as Class Action
-----------------------------------------------------------
District Judge Lewis T. Babcock denied the Motion for Class
Certification Pursuant to Rule 23, Fed. R. Civ. P., filed by
plaintiffs in the lawsuit, ONYX PROPERTIES LLC, a Colorado Limited
Liability Company; EMERALD PROPERTIES, LLC, a Colorado Limited
Liability Company; VALLEY BANK AND TRUST, a Colorado State Bank;
PAUL NAFTEL, an individual; SHAUNA NAFTEL, an individual; and The
Estate of LOCAL SERVICE CORPORATION by and through its Chapter 11
Bankruptcy Trustee, SIMON E. RODRIGUEZ, Plaintiffs, v. BOARD OF
COUNTY COMMISSIONERS OF ELBERT COUNTY, Defendant; and KENNETH G.
ROHRBACH, KAREN L. ROHRBACH, PAUL K. ROHRBACH, and COMPOST
EXPRESS, INC., a Colorado corporation, Plaintiffs, v. BOARD OF
COUNTY COMMISSIONERS OF ELBERT COUNTY, in its official capacity,
Defendant, Civil Case No. 10-cv-01482-LTB-KLM, Consolidated w/11-
cv-02321-RPM-MJW (D. Colo.).

The Plaintiffs owned large tracts of property in Elbert County,
Colorado, that they sought to divide into 35-acre parcels for
development and sale in 2004 to 2006.  The Plaintiffs filed the
lawsuit against the Board of County Commissioners in June 2010,
assert that the BOCC violated their constitutional rights to due
process by improperly enacting and subsequently enforcing illegal
or non-existent zoning regulations, and related zoning map,
against them and other property owners in Elbert County.  The
Plaintiffs raise individual claims under 42 U.S.C. Sec. 1983 for
the loss of their individual property rights without due process
of law.  They also assert class claims under Sec. 1983 against the
BOCC seeking damages and injunctive relief.

Judge Babcock ruled that the proposed class is not sufficiently
cohesive to warrant adjudication by representation.

A copy of the Court's Jan. 17, 2013 Memorandum Opinion and Order
is available at http://is.gd/s7iMnjfrom Leagle.com.

Local Service Corporation filed for Chapter 11 bankruptcy (Bankr.
D. Colo. Case No. 08-15543) on April 25, 2008.  In June 2010, the
U.S. Trustee's Office appointed Simon Rodriguez as the Chapter 11
trustee for the LSC estate.

John D. Watson, who held stock interests in LSC, is a debtor in a
separate Chapter 7 case.  Jeffrey A. Weinman was appointed as the
Chapter 7 trustee for Mr. Watson's bankruptcy estate (Bankr. D.
Colo. Case No. 07-21077) in February 2008.  Mr. Weinman became the
sole board member of LSC, elected himself President, and was
authorized to make decisions for LSC.


LYON WORKSPACE: Proposes March 21 Auction for Assets
----------------------------------------------------
Lyon Workspace Products, L.L.C., and its affiliates have not yet
signed a contract with a buyer to open the auction for the assets.
Nonetheless, the Debtors seek to pursue the sale process on an
expedited schedule in order to maximize value and ensure a
successful result in the Chapter 11 Cases.

The Debtors will appear before Judge Janet S. Baer on Jan. 23 at
9:30 a.m. to seek approval of proposed bid procedures in
connection with the sale of substantially all of their assets.

The Debtors propose this timeline:

    Event                                    Date
    -----                                    ----
    Submission of initial bids
      for potential stalking horse
      bidders                              March 7, 2013

    Submission of bids for some or
      All of the assets                    March 14, 2013

    Auction for assets                     March 21, 2013

    Sale Objection Deadline                March 28, 2013

    Sale Hearing                           April 4, 2013.

The Debtors said its precarious cash position and the terms of its
DIP financing facility require that the Sale occur on the proposed
timeline.

The Debtors believe that every day spent in Chapter 11 increases
the risk of business loss and value deterioration.  Moreover, the
Debtors believe that the value of the operating business will be
maximized through a going-concern sale and not through a
restructuring of the Debtors' debts and equity.

The Debtors seek allowance of the right to designate a stalking
horse bidder, subject to the Court's approval, if, in their sound
business judgment, an appropriate stalking horse bidder can be
identified from the qualified bidders who submit bids prior to the
preliminary bid deadline.

The Debtors will have the option to sell the assets in a single
lot or in several lots based on whichever bid or combination of
bids for all the purchased assets will maximize value to their
estates.

The Debtors reserve the right to file and seek confirmation of a
liquidating plan of reorganization pursuant to Section 1123 of the
Bankruptcy Code.

The Debtors said that no known potential bidder for the assets is
an insider.

                     About Lyon Workspace

Lyon Workspace Products, L.L.C. and seven affiliates sought
Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 13-2100) on
Jan. 19, 2012.

Lyon Workspace -- http://www.lyonworkspace.com/-- is a
manufacturer and supplier of locker and storage products.  It has
400 full-time employees, 53% of whom are salaried employees.  The
weekly payroll is $200,000.  Eight percent of the employees are
members of the Local Union No. 1636 of the United Steelworkers of
America, A.F.L.-C.I.O.

Attorneys at Perkins Coie LLP serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.


LYON WORKSPACE: Soliciting Going-Concern Offers for Assets
----------------------------------------------------------
Lyon Workspace Products, L.L.C., the Illinois-based company that
manufactures lockers, workspaces and other top-quality storage
solutions, filed for Chapter 11 reorganization on Jan. 19, 2013.
Lyon intends to solicit offers for the sale of substantially all
of its assets on a going-concern basis under Section 363 of the
United States Bankruptcy Code.

Lyon has over 100 years of experience in manufacturing and selling
a range of high quality fabricated steel storage and workspace
products -- including lockers, shelving and storage racks, modular
drawer cabinets, ergonomic workplace furniture, and other storage
cabinets.  It is a leading manufacturer of steel lockers for
school, athletic, business, club and industrial applications.
Lyon's products are marketed nationwide through a network of
industrial distributors, dealers and catalogs.  Its customers
include Fortune 1000 companies, U.S. government agencies, schools
and medical institutions.  Lyon also markets its products directly
to school districts and general contractors for school
construction and renovation

Facing high labor costs and rising commodity costs, Lyon has
successfully navigated a competitive environment over the last ten
years, but has recently been unable to meet its operational needs
with its available line of credit.  Lyon and its secured lenders
have determined that the best solution for Lyon and all of its
creditors is to offer the company for sale on a going-concern
basis.

Lyon believes that there is significant value in its products, its
facility, its brand names and its customer goodwill.  By offering
its business for sale on a going-concern basis, Lyon believes it
can the maximize value of these assets for its estate and
creditors and preserve as many jobs for its employees as possible.
In fact, Lyon believes that the company is in a position to grow
revenues and profitability significantly in a reasonable
timeframe.

Bidding procedures for the Company and terms of a sale are subject
to approval by the Bankruptcy Court.  The Preliminary Bid Deadline
for potential bidders is March 7, 2013.

Lyon has set up an online data room for qualified parties
interested in pursuing this opportunity.  Inquiries should be
directed to Lyon's financial advisors, Robert Wanat at (773) 724-
2082 or r.wanat@focusmg.com and Tim Pruban at (773) 724-2082 or
t.pruban@focusmg.com or its counsel Daniel A. Zazove of Perkins
Coie at (312) 324-8604 or dzazove@perkinscoie.com

Lyon Workspace -- http://www.lyonworkspace.com/-- has 400 full-
time employees, 53% of whom are salaried employees.  The weekly
payroll is $200,000.  Eight percent of the employees are members
of the Local Union No. 1636 of the United Steelworkers of America,
A.F.L.-C.I.O.

Lyon Workspace estimated at least $10 million in assets and
liabilities.


LYON WORKSPACE: Has $22.3-Million of DIP Financing
--------------------------------------------------
Lyon Workspace Products, L.L.C., and its affiliates seek approval
from the Bankruptcy Court to obtain postpetition financing and use
cash collateral.

The Debtors have arranged DIP financing up to the aggregate
principal amount of $22,327,344 from Capital One Leverage Finance
Corp., Cole Taylor Bank or one of their affiliates

Capitol One is the existing secured lender and is owed $18.2
million under prepetition loans.

The DIP facility will have priority over any and all
administrative expenses, subject to a carve-out, and will be
secured by a perfected first priority security interest upon all
unencumbered property of the Debtor.

The DIP Lender will receive a lien on bankruptcy-related causes of
action, including but not limited to all causes of action under
chapter 5 of the Bankruptcy Code, including Sections 544 through
550 and ? 553 or other applicable law, but only in the
circumstance that the aggregate debt is in excess of the
prepetition debt.  The Debtors believe that this provision is
appropriate because it only takes effect if the size of the DIP
loan is greater than the post-petition collateral (excluding the
bankruptcy causes of action) and liens on avoidance actions are
required to adequately protect the DIP Lender's loan.

There will be a $25,000 cap on costs and expenses used by the
Committee's professionals to investigate and make a challenge to
the validity, perfection and amount of the DIP Lender's
prepetition liens.

The DIP lenders will have a right to credit bid with respect to
any bulk or piecemeal sale of all or any portion of the assets.

A hearing to consider interim approval of the DIP financing is
scheduled for Jan. 23.  The Debtors contemplate a final hearing in
February 2013.

                     About Lyon Workspace

Lyon Workspace Products, L.L.C. and seven affiliates sought
Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 13-2100) on
Jan. 19, 2012.

Lyon Workspace -- http://www.lyonworkspace.com/-- is a
manufacturer and supplier of locker and storage products.  It has
400 full-time employees, 53% of whom are salaried employees.  The
weekly payroll is $200,000.  Eight percent of the employees are
members of the Local Union No. 1636 of the United Steelworkers of
America, A.F.L.-C.I.O.

Attorneys at Perkins Coie LLP serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.


MARKET STREET: Plan of Reorganization Declared Effective
--------------------------------------------------------
Market Street Properties, LLC, notified the U.S. Bankruptcy Court
for the Eastern District of Louisiana that the effective date of
its Fourth Amended Plan of Reorganization with Immaterial
Modifications as of Oct. 18, 2012, occurred on Nov. 16, 2012.

The Plan, which was confirmed on Oct. 24, 2012, provides that the
first two mortgages, totaling about $13.1 million, are to be paid
in full with debt maturing in a year.  There will be no payments
in the meantime.  Unsecured creditors with $17.2 million in claims
are to divide $100,000.

                   About Market Street Properties

Market Street Properties, L.L.C., the owner of seven acres on
the riverfront in New Orleans, filed for Chapter 11 bankruptcy
(Bankr. E.D. La. Case No. 09-14172) on Dec. 23, 2009, represented
by Christopher T. Caplinger, Esq., Joseph Patrick Briggett, Esq.,
and Stewart F. Peck, Esq., at Lugenbuhl Wheaton Peck Rankin &
Hubbard, in New Orleans.  Cupkovic Architecture LLC serves as the
Debtor's architect; and Patrick J. Gros, CPA, as accountant.
James E. Fitzmorris, Jr., serves as political consultant and
advisor.  The Company disclosed $52,404,026 in assets and
$26,848,596 in liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has not been
appointed in the Debtor's case.


MMRGLOBAL INC: Stresses Accomplishments in Letter to Shareholders
-----------------------------------------------------------------
MMRGlobal, Inc., released a letter to the Company's shareholders
from Robert H. Lorsch, the chairman and chief executive officer of
the Company, highlighting the Company's accomplishments in the
prior year and sharing its plans for the current year.

Dear MMRF Shareholders:

MMRGlobal Management would like to take this opportunity to
highlight some of its accomplishments from 2012 and to share our
plans for 2013.

The Company now owns seven U.S. patents and has nearly 400 claims
focused on the digital transmission of medical records, including
Personal Health Records (PHRs).  The Company also has additional
U.S. patent applications pending, which include numerous
continuation applications.  Internationally, the Company has
issued patents and pending applications in countries of commercial
interest such as Australia, Singapore, New Zealand, Mexico,
Canada, Hong Kong, Japan, South Korea, Israel, and European
nations.

MMR has met with significant success in our early licensing
efforts based on a five-plus year industry-wide awareness of the
Company's intellectual property and its relevance to the market.
In 2013, the Company will aggressively pursue infringement claims
and plans on commencing litigation starting this month against
companies in healthcare, retail and other markets.

Over the last month, we have entered into licensing agreements
with EMR vendors, a laboratory reporting services vendor, a
document management systems vendor providing services to more than
750 hospitals and a Personal Health Record provider.  We believe
that this trend will continue.

Based on government regulations and the breadth of its patent
portfolio, MMR is well positioned to monetize its intellectual
property given requirements under the law pertaining to HIPAA, the
HITECH Act and Meaningful Use Stages 2 and 3.  The Company
believes hospitals, healthcare professionals and certain vendors
responding to the current needs of the market will need licenses
from the Company, or they could infringe upon MMR's portfolio of
intellectual property.

The Company also anticipates receiving the next portion of
milestone payments under its $13,000,000 license agreement with a
biotech company as originally filed in a Form 8-K with the SEC on
December 21, 2010.  Globally, the Company will continue to exploit
its biotech IP and will retain experts in 2013 to help monetize
its patents, patient samples and other IP.

On September 27, 2012, the Company announced the signing of an
agreement with our Australian licensee, VisiInc PLC, incorporated
in the Company's third quarter filing as Exhibit 10.1.  The
Agreement calls for the sale of more than 1,000 MMRPro systems
through a large reseller of medical products and services to
healthcare professionals.  As of September 30, 2012, we had
delivered the first 25 MMRPro systems. Since that time, the
Company is continuing scheduled deliveries.  MMRPro will be
bundled with other Visi products and marketed as VISI MMRPro,
which is being sold through the Seagate VAR and OEM channels
including the Burkhart Dental channel.

Last week, MMR participated in a demonstration of Connected Health
in the Alcatel-Lucent and ng Connect Partners booth at the
International Consumer Electronics Show.  During the show, MMR
demonstrated its role as the untethered PHR to wellness solutions.
The Company has been working with Alcatel-Lucent's Connected
Hospital Sales team using MMR's MyMedicalRecords.com PHR and
portal for patients and physicians to receive and store medical
records created by Telemedicine and Telehealth systems.  We plan
on deploying these services with licensees and customers this
year. As part of our Telemedicine and Telehealth initiatives, and
following MMR's attendance at the Verizon and Alcatel-Lucent
Annual Healthcare and Life Science Symposium last November 13-14,
we are continuing active discussions with Verizon and other
wireless carriers and plan on announcing strategic relationships
in 2013.  The Company is also investing in building numerous
wireless interfaces to our Personal Health Record and MMRPro
professional services.

The growth in Telemedicine will also fuel the value of the
Company's IP.  Because Telemedicine portals require connectivity
to the patient, this gives MMR the opportunity to increase revenue
by offering a combined Alcatel-Lucent platform with MMR's patented
PHR through organizations and employers with direct connection to
the doctor and wellness management tools.

The Company is also beginning to see a trend towards providing
Personal Health Records for animals.  Through relationships with
Pets Best Insurance, horse owners and Dancing Paws, which I
founded, we intend to sell our PHR into the five billion dollar
U.S. pet market.  We also believe that there are a number of
veterinarian IT systems providers that also infringe on the
Company's patents and which we also plan on pursuing.

In 2012, we introduced the first Prepaid Personal Health Record
card designed for distribution in retail.  This year, consumers
will be able to purchase cards nationwide.

In 2012, MMR also entered into agreements to distribute personal
health records to seniors through home health care agencies,
retirement communities, associations, and assisted living centers.
Additionally, with the passage of the Medicare 30-Day Readmission
Rule, the Company expects to expand that initiative working with
providers and nursing associations.

In April, our Chinese Joint Venture partner, Unis-Tongue, began
integrating a Chinese language version of our MyMedicalRecords.com
PHR in hospitals in Henan Province.  Henan Province alone has over
100 million residents.

In 2012, MMR also received numerous patents in Mexico.  As a
result, Mexico now represents an important licensing and business
opportunity.  Hector V. Barreto, a former member of MMRGlobal's
Board of Directors who chairs the Company's Board of Advisors, is
assisting MMR in Mexico.  Hector spent five years as Administrator
of the U.S. Small Business Administration and currently serves as
Chairman of The Latino Coalition.  He also received the "Aguila
Azteca" award, which is the highest recognition bestowed by Mexico
to a citizen of another country.

This year, the Company is planning to increase its visibility in
Washington D.C., providing a voice to the value of using stimulus
monies to fund an untethered Personal Health Record for all
Americans from the point-of-view of a small business enterprise.
Meetings with members of the Congressional Science Committee
overseeing health IT matters are being scheduled at this time.

On behalf of MMRGlobal and its employees, may I wish you, your
family and friends the happiest, healthiest and most prosperous
year as we look forward to a great 2013.

Sincerely,

Robert H. Lorsch, MMRGlobal Chairman and CEO
Follow me on Twitter at BobLorschTweets

                           About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Rose, Snyder & Jacobs LLP, in Encino,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations during the years ended
Dec. 31, 2011, and 2010.

The Company reported a net loss of $8.88 million in 2011, compared
with a net loss of $17.90 million in 2010.  The Company reported a
net loss of $10.3 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$2.02 million in total assets, $8.48 million in total liabilities,
and a $6.45 million total stockholders' deficit.


MONTANA ELECTRIC: Accord Permits Yellowstone to Quit Coop
---------------------------------------------------------
Richard Ecke, writing for Great Falls (Mont.) Tribune, reports
that Yellowstone Valley Electric, the largest customer of Southern
Montana Electric Generation and Transmission Cooperative, will
quit the group under a settlement with the umbrella co-op's
trustee.  A settlement between Yellowstone Valley and Lee Freeman,
appointed trustee for Southern Montana, was filed late Friday with
the federal bankruptcy court.

The report relates the terms of the settlement include a $2.5
million payment by Yellowstone Valley to the bankruptcy estate,
and an agreement that Yellowstone Valley will turn over to
Southern Montana 11 megawatts of low-cost federal power it buys
from the Western Area Power Administration, and retain 9 megawatts
out of a total of 20 megawatts it is to receive from WAPA through
2020.

According to the report, the departure of Yellowstone Valley
Electric as of April 30 would mean the loss of more than 40% of
the power load of the Billings-based Southern Montana Electric
Generation and Transmission Cooperative.

The report also relates the city of Great Falls also wants to
leave the Cooperative, but the city's prospects remained unclear
despite Yellowstone Valley's success last week.  Representatives
from the city and Southern Montana have held mediation sessions,
but no settlement was reached.  Most of the city's customers quit
buying electricity from Electric City Power after the city and
Southern Montana, its wholesale power supplier, raised rates
sharply in 2011.

The report also relates Mr. Freeman has until Feb. 15 to provide
details about his reorganization plan for Southern Montana.  Mr.
Freeman said he wants to continue the co-op for up to 10 more
years to help the group pay off some of its debts.  The group
faces more than $400 million in claims with just a few assets,
including a power plant worth that may be worth less than $40
million. Southern Montana also pledged power contracts of five of
its members to obtain $85 million in loans to build the Highwood
Generating Station east of Great Falls.

Mr. Freeman on Jan. 8 asked the bankruptcy court for permission to
hire MR Valuation Consulting of Colts Neck, N.J., at an initial
cost of $15,000 to appraise the power plant.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.


MOORE FREIGHT: Lender Agrees to Use of Cash Collateral
------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
signed an agreed order that allows debtors Moore Freight Service,
Inc., et al., to use cash collateral provided that it provide
adequate protection payments to Webster Capital Finance, Inc.,
formerly known as Center Capital Corporation.

Prepetition, the Debtor failed to make the requisite monthly
payments due to secured creditor Webster under a certain master
loan agreement and loan schedules.

Webster Capital and the Debtor desire to settle all disputes
related to the motion for relief from the automatic stay or in the
alternative adequate protection.

The parties agreed that, among other things:

   1. The automatic stay will remain in place and effective in the
      Debtor's case related to the collateral, provided that the
      Debtor complies with its obligations.

   2. As adequate protection for the Debtor's continuing use of
      the collateral, the Debtor will pay via wire transfer to
      Webster Capital $10,900 per month, due on or before the 15th
      of each month and continuing until the parties negotiate
      acceptable treatment of Webster Capital's secured claim
      under a plan of reorganization.

   3. The Debtor will maintain the proper insurance coverage on
      the collateral.

   4. The Debtor will market assets identified under the Loan
      Schedule No. 2 collateral for a commercially reasonably
      sale.

   5. At the time as the Loan Schedule No. 2 collateral is sold,
      assigned and transferred the Debtor's monthly adequate
      protection payments to Webster Capital will be reduced to
      $10,150 per month, due on or before the 15th of each month
      and continuing until the parties negotiate acceptable
      treatment of Webster Capital's secured claim under a plan of
      reorganization.

   6. All monthly adequate protection payments required to be paid
      to Webster Capital under the order will be made via ACH
      payment to Webster Capital.

   7. In the event that the Debtor defaults under any obligations
      and then fails to cure such default within 10 days
      thereafter, Webster Capital may file with the Bankruptcy
      Court an "Affidavit of Default," and relief from the
      automatic stay will immediately and without further need for
      further pleading, action, or order enter with respect to the
      collateral.

                    About Moore Freight Service
                      and G.R.E.A.T. Logistics

Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and
12-08923) in Nashville on Sept. 28, 2012.  Moore Freight is a
freight service company specializing in flat gas transportation.
Founded in 2001, Moore is the largest commercial flat glass
logistics firm in the U.S.  It operates in the U.S., Canada and
Mexico.  GLI does not have any operations other than the limited,
occasional freight brokerage services currently provided to Moore
Freight.

Bankruptcy Judge Keith M. Lundin oversees the cases.  Attorneys at
Harwell Howard Hyne Gabbert & Manner PC serve as counsel.  LTC
Advisory Services LLC serves as the Debtor's financial advisors.
Moore Freight estimated assets and debts of $10 million to $50
million.  CEO Dan R. Moore signed the petitions.

Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are Linda W. Knight, Esq., at
Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier,
Esq., at Foley & Mansfield PLLP.


MUSCLEPHARM CORP: Files Certificate of Designation of Pref. Stock
----------------------------------------------------------------
MusclePharm Corporation filed with the Nevada Secretary of State a
Certificate of Designation of the Series D Convertible Preferred
Stock, which created the series of preferred stock.

The Series D Preferred Stock ranks, with respect to dividend
rights and rights on liquidation, dissolution and winding-up of
the affairs of the Company, equal to the common stock and junior
to each other class or series of the Company's capital stock, the
terms of which expressly provide that such other class or series
ranks senior to the Series D Preferred Stock as to dividends or
upon liquidation, dissolution and winding-up, or as to any other
right or preference.

The Series D Preferred Stock votes together with the common stock
on an as-converted basis, but not in excess of the conversion
limitations.  Except as otherwise required by law, the holders of
shares of Series D Preferred Stock vote together with the holders
of common stock on all matters and not as a separate class.

A copy of the Certificate of Designation is available at:

                         http://is.gd/bzFBPs

                         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.


NEDAK ETHANOL: Defaults Under Loans, Winding Down Operations
------------------------------------------------------------
NEDAK Ethanol, LLC, is in default under its loan agreements with
both its senior lender, AgCountry Farm Credit Services, FLCA, and
its tax increment financing lender, Arbor Bank, and both the
Senior Lender and the TIF lender have accelerated the repayment of
all amounts due under the respective loan agreements and informed
the Company that they intend to exercise their remedies under the
respective loan agreements and take those actions as deemed
necessary or desirable to protect their interest in the collateral
which includes all or substantially all of the assets of the
Company.

As previously disclosed, the trustee for the Senior Lender has
exercised its right to foreclose on the trust property pursuant to
the Deed of Trust, Security Agreement, Assignment of Leases and
Rents and Fixture Financing Statement, as amended, which secures
the indebtedness under the Senior Lender loan documents and has
initiated foreclosure proceedings to sell the trust property at a
sheriff's sale scheduled for 2:00 p.m. on Jan. 22, 2013, inside
the front door of the Holt County Courthouse in O'Neil, Nebraska.

In addition, the Senior Lender has served the Company with a
Notice of Public Sale - Personal Property Collateral relating to
certain property of the Company pledged by the Company to the
Senior Lender under one or more security agreements, including,
without limitation, the Security Agreement dated Feb. 14, 2007,
between the Company and the Senior Lender.  The property to be
sold includes all personal and fixture property, including,
without limitation, inventory, equipment, instruments (including
notes), letter-of-credit rights, deposit accounts, securities and
other investment property, commercial tort claims, contract rights
or rights to the payment of money, and all general intangibles,
including, without limitation, patents, trademarks, trade names,
copyrights, software, customer lists, goodwill, leases, leasehold
interests, license, permits and agreements of any kind or nature
whatsoever.

The Company expects that upon completion of the foreclosure
proceedings, there will not be any monies or assets available to
distribute to its members or creditors other than the Senior
Lender and that the Company will not be in a position to resume
operations.

A copy of the Notice of Sale is available for free at:

                       http://is.gd/HTjLd3

                        About NEDAK Ethanol

Atkinson, Neb.-based NEDAK Ethanol, LLC
-- http://www.nedakethanol.com/-- operates a 44 million gallon
per year ethanol plant in Atkinson, Nebraska, and produces and
sells fuel ethanol and distillers grains, a co-product of the
ethanol production process.  Sales of ethanol and distillers
grains began in January 2009.

NEDAK Ethanol reported a net loss of $781,940 on $152.11 million
of revenue in 2011, compared with a net loss of $2.08 million on
$94.77 million of revenue in 2010.

The Company's balance sheet at March 31, 2012, showed
$73.42 million in total assets, $33.68 million in total
liabilities, $10.80 million in preferred units Class B, and
$28.93 million in total members' equity.

                 Amends Agreement with AgCountry

In February 2007, the Company entered into a master credit
agreement with AgCountry Farm Credit Services FCA regarding a
senior secured credit facility.  As of Dec. 31, 2010, and
throughout 2011, the Company was in violation of several loan
covenants required under the original credit agreement and
therefore, the Company was in default under the credit agreement.
However, the Company entered into a forbearance agreement with
AgCountry which remained effective until June 30, 2011.  This
default resulted in all debt under the original credit agreement
being classified as current liabilities effective as of Dec. 31,
2010.  The loan covenants under the original credit agreement
included requirements for minimum working capital of $6,000,000,
minimum current ratio of 1.20:1.00, minimum tangible net worth of
$41,000,000, minimum owners' equity ratio of 50%, and a minimum
fixed charge coverage ratio of 1.25:1.00, and also included
restrictions on distributions and capital expenditures.

On Dec. 31, 2011, the Company and AgCountry entered into an
amended and restated master credit agreement pursuant to which the
parties agreed to restructure and re-document the loans and other
credit facilities provided by AgCountry.

Under the amended agreement, the Company is required to make level
monthly principal payments of $356,164 through Feb. 1, 2018.
Beginning on Sept. 30, 2012, and the last day of the first,
second, and third quarters thereafter, the Senior Lender will make
a 100% cash flow sweep of the Company's operating cash balances in
excess of $3,600,000 to be applied to the principal balance.  In
addition, the Company is required to make monthly interest
payments at the one month LIBOR plus 5.5%, but not less than 6.0%.
The interest rate was 6.0% as of Dec. 31, 2011.  In addition to
the monthly scheduled payments, the Company made a special
principal payment in the amount of $7,105,272 on Dec. 31, 2011.
As of Dec. 31, 2011, and 2010, the Company had $26,000,000 and
$38,026,321 outstanding on the loan, respectively.


NEW ENGLAND COMPOUNDING: Bankruptcy Filing Stays Slatton Suit
-------------------------------------------------------------
Magistrate Judge John S. Bryant in Nashville, Tenn., stayed the
proceedings in the lawsuit, JOHN JAY SLATTON, et al., Plaintiffs,
v. NEW ENGLAND COMPOUNDING PHARMACY, INC., Defendant, No. 3:12-
1224 (M.D. Tenn.), in view of the defendant's Chapter 11 filing.
The Court also cancelled an initial case management conference
scheduled for Jan. 28, 2013, in the lawsuit.  A copy of the
Court's Jan. 17, 2013 Order is available at http://is.gd/cxFuWu
from Leagle.com.

                  About New England Compounding

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012.
Judge Henry J. Boroff oversees the case.  Daniel C. Cohn, Esq., at
Murtha Cullina LLP, serves as counsel.  Verdolino & Lowey, P.C. is
the financial advisor.

The Debtor estimated assets and liabilities of at least
$1 million.  The Debtor owns and operates the New England
Compounding Center is located in Framingham, Mass.

The company said at the outset of bankruptcy that it would work
with creditors and insurance companies to structure a Chapter 11
plan dealing with personal injury claims.

The outbreak linked to the pharmacy has killed 39 people and
sickened 656 in 19 states, though no illnesses have been reported
in Massachusetts.  In October, the company recalled all its
products, not just those associated with the meningitis outbreak.

The petition was signed by Keith D. Lowey, director and chief
restructuring officer.


NEW ENGLAND COMPOUNDING: Thusday Hearing on Trustee Appointment
---------------------------------------------------------------
The Associated Press reports a hearing is scheduled Thursday in
U.S. Bankruptcy Court in Springfield, Mass., on the request of
U.S. Trustee William Harrington to appoint an independent trustee
to oversee the bankruptcy proceedings of the New England
Compounding Center, which has been linked to a fungal meningitis
outbreak that's killed 44 and sickened more than 600.  Mr.
Harrington requested for a Chapter 11 trustee, citing reasons
including the firm's "gross incompetence" and a purported conflict
of interest involving the accountant the firm chose to lead it
through bankruptcy.  The company opposes the request, saying it
would hinder progress toward establishing the fund.

                  About New England Compounding

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012.
Judge Henry J. Boroff oversees the case.  Daniel C. Cohn, Esq., at
Murtha Cullina LLP, serves as counsel.  Verdolino & Lowey, P.C. is
the financial advisor.

The Debtor estimated assets and liabilities of at least
$1 million.  The Debtor owns and operates the New England
Compounding Center is located in Framingham, Mass.

The company said at the outset of bankruptcy that it would work
with creditors and insurance companies to structure a Chapter 11
plan dealing with personal injury claims.

The outbreak linked to the pharmacy has killed 39 people and
sickened 656 in 19 states, though no illnesses have been reported
in Massachusetts.  In October, the company recalled all its
products, not just those associated with the meningitis outbreak.

The petition was signed by Keith D. Lowey, director and chief
restructuring officer.


NEW ENGLAND COMPOUNDING: Brown Rudnick Represents Creditors
-----------------------------------------------------------
New England Compounding Center (NECC), the Massachusetts
compounding pharmacy at the center of the nation's deadly fungal
meningitis outbreak, revealed in bankruptcy court filings late on
Friday, January 18 that since December 2011 it had paid more than
$21 million to NECC's four primary owners, Barry Cadden, Gregory
Conigliaro, Carla Conigliaro and Lisa Conigliaro-Cadden, and other
NECC insiders.

Details of these insider transfers can be found in the court
filings.  See US Bankruptcy Court Case 12-19882, Doc 68, Filed
01/18/13, Document Pages 166 of 208.

Brown Rudnick LLP on Friday was selected to represent the Official
Committee of Unsecured Creditors in the bankruptcy of NECC,
including the victims who received injections of tainted steroids
traced to NECC.  The Committee and Brown Rudnick are examining
information concerning money transfers to insiders and considering
the appropriate legal responses.

A hearing is scheduled for Thursday, January 24 at the U.S.
Bankruptcy Court in Springfield, Massachusetts as to whether the
Court should order an independent trustee to replace NECC's board
of directors.

"NECC has shown a shocking disregard for safety measures that
should have been followed in its facility after failing inspection
after inspection for years," said William R. Baldiga, a partner at
Brown Rudnick representing the Creditor Committee.  "The company
was operating under unsafe conditions, yet clearly had the funds
to ensure its compliance with all appropriate regulations to
protect the health and well being of patients to be injected with
its products."

"The Committee's statutory duty is to help ensure that the
property of the estate is protected, taken under control of the
estate and made available to victims and creditors with claims
against the company," commented Brown Rudnick partner David
Molton, who also represents the Committee.  Mr. Molton continued,
"It is disturbing that significant amounts of company property
were taken by insiders during the same period when they were
permitting abhorrent conditions at the company that ultimately led
to the injury and death of innocents."

"We may still be at the tip of the iceberg in terms of the number
of victims who will become ill or die as result of receiving
injections of the tainted material," say Anne Andrews of Andrews &
Thornton, Irvine, Calif. and Harry Roth of Cohen Placitella & Roth
PC, Philadelphia, PA, Co-Chairs of the Official Committee of
Unsecured Creditors.  "New victims are emerging who instead of
coming down with meningitis, have developed fungal abscesses that
are almost impossible to treat.  Tragically, many individuals have
yet to realize they have been sickened with an abscess, and have
yet to be diagnosed. The bankruptcy process will help to identify
these now silent victims so they too can be treated fairly in this
process. The vast medical complications of this tragedy have yet
to be fully understood as the number of victims mount."

To date, the outbreak has already killed 44 people and sickened
678, according to the U.S. Centers for Disease Control and
Prevention.  More than 14,000 people have been exposed to the
drugs, which are injected to ease back pain.

The Members of the Official Committee of Unsecured Creditors are:

-- Anne Andrews, Esq. of Andrews & Thornton, representing Katrina
Eldreth (co-chair of the Committee)

-- Harry Roth, Esq./Michael Coren, Esq. of Cohen Placitella & Roth
PC, representing Meghan A. Handy (co-chair of the Committee)

-- Marc Lipton, Esq. of Lipton Law, representing Brenda Bonsale

-- Tom Sobol, Esq. of Hagens Berman Sobol Shapiro LLP,
representing Robert Cole

-- Terry Dawes, Esq. of Fieger Law, representing Victor Davis

-- Melvin Wright, Esq. representing Kathleen Distler

-- Greg Skikos, Esq. of Skikos Crawford Skikos, representing Danny
Swartzell

-- Michael D. Galligan, Esq. of Galligan Newman, representing
Bertram Walker Bryant, Jr.

-- Honor Heath, Esq. representing NStar Electric Company
                About New England Compounding

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012.
Daniel C. Cohn, Esq., at Murtha Cullina LLP, serves as counsel.
Verdolino & Lowey, P.C. is the financial advisor.

The Debtor estimated assets and liabilities of at least $1
million.  The Debtor owns and operates the New England Compounding
Center is located in Framingham, Mass.

The company said at the outset of bankruptcy that it would work
with creditors and insurance companies to structure a Chapter 11
plan dealing with personal injury claims.

The outbreak linked to the pharmacy has killed 39 people and
sickened 656 in 19 states, though no illnesses have been reported
in Massachusetts.  In October, the company recalled all its
products, not just those associated with the meningitis outbreak.


NNN 3500: Hiring Darvy Mack Cohan as Counsel
--------------------------------------------
NNN 3500 Maple 26, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for authorization to employ Darvy
Mack Cohan, Esq., as its counsel.

Mr. Cohan says he has no connection with the Debtor, creditors or
any other party-in-interest, their respective attorneys or
accountants, the United States Trustee or any person employed by
the office of the U.S. Trustee, and has no adverse interest to
that of the Debtor.

Mr. Cohan will be compensated for professional services at an
hourly rate of $400.  Paralegal services will be billed at $125
Per hour.

In the event Mr. Cohan, due to conflict of scheduling, must employ
an associate attorney to provide such services, the Debtor has
agreed to compensate such associate attorney at $250 per hour.

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on
Nov. 30, 2012.  Judge Scott C. Clarkson presides over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

NNN LENOX: Section 341(a) Meeting Set for April 1
-------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of creditors
in NNN Lenox Park 9, LLC's Chapter 11 case on Jan. 30, 2013, at
1 p.m.  The meeting will be held at Room 115 Federal Building, New
Albany, New York.

Objections, if any to dischargeability are due by April 1,
according to the notice of the meeting.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.  All
creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                          About NNN Lenox

New Albany, Indiana-based NNN Lenox Park 9, LLC, owns the
undivided 2.795% tenant in common interest in two four-story
office buildings located at 3175 Lenox Park Drive & 6625 Lenox
Park Drive, Memphis, Shelby County, Tennessee.  The Lenox Park
Buildings A & B contain 193,029 square footage of office space and
853 surface parking spaces in adjoining parking.

NNN Lenox filed a Chapter 11 petition (Bankr. S.D. Ind. Case No.
12-92686) in New Albany, Indiana, on Dec. 4, 2012, on the eve of a
non-judicial foreclosure of the Property in Memphis, Shelby
County, Tennessee.  The Debtor, a Single Asset Real Estate as
defined in 11 U.S.C. Sec. 101(51B), estimated at least $10 million
in assets and liabilities.  Judge Basil H. Lorch, III, presides
over the case.

Mubeen Aliniazee, president of Highpoint Management Solutions,
LLC, has been named the restructuring officer.  Jeffrey M. Hester,
Esq., at Tucker Hester, LLC, in Indianapolis, serves as counsel to
the Debtor.


NORTHAMPTON GENERATING: Plan Hearing Continued Until Jan. 29
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina continued until Jan. 29, 2013, the hearing to consider
confirmation of Northampton Generating Company, L.P.'s Plan of
Reorganization.

The Court earlier entered an ex parte order conditionally
approving Disclosure Statement.

According to the Disclosure Statement dated Dec. 21, 2012, the
Plan provides for:

   -- the continued operation and growth of the Debtor's energy
      generating operations;

   -- the cancellation of existing equity interests and the
      issuance of new equity interests;

   -- an equity infusion by the beneficial owners which will
      provide additional liquidity to the Debtor; and

   -- payments to certain creditors.

The estimated recoveries by creditors and interest holders under
the Plan are:

         Claims              Amount of         Estimated
                               Claim           Recovery
         ------              ----------        ---------
Senior Bond Claims           $73,441,496           68%

Junior Bond Claims           $21,788,749            2%

Claim of Horwith              $1,500,000          100%
Leasing Co., Inc.
and Frank and Geraldine
Horwith

Convenience Class                $58,000          100%
Claims

General Unsecured Claims              $0            0%

Debtor Subsidiary Claims        $680,000          100%

Intercompany Claims           $2,937,000          100%

Affiliate Service Claims
and Affiliate
Administrative Claims        $29,840,000            8%

Partnership Interests                               0%

Interests in Debtor
Subsidiaries                                      100%

Under the Plan, on the Effective Date, the reinvesting beneficial
owner will fund to the Debtor to fund investments in the
Reorganized Debtor of $10,000,000 which amount will be sufficient
to fund the costs and expenses of the Plan and will provide the
Reorganized Companies cash on hand, after accounting for payments
made or reserved on the Effective Date, in an amount of not less
than the sum of (i) $3,500,000 plus, (ii) a "Horwith Deferral
Amount".

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

                   About Northampton Generating

Northampton Generating Co. LP is the owner of a 112 megawatt
electric generating plant in Northampton, Pennsylvania.  The plant
is fueled with waste products, including waste coal, fiber waste,
and tires.  The power is sold under a long-term agreement to an
affiliate of FirstEnergy Corp.

Northampton Generating filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 11-33095) on Dec. 5, 2011.  Hillary B. Crabtree,
Esq., and Luis Manuel Lluberas, Esq., at Moore & Van Allen PLLC,
in Charlotte, N.C., serve as counsel to the Debtors.  Houlihan
Lokey Capital, Inc., is the financial advisor.

The Debtor disclosed $205,049,256 in assets and $121,515,045 in
liabilities as of the Chapter 11 filing.

No request for the appointment of a trustee or examiner has been
made, and no statutory committee or trustee has been appointed in
the case.


PENNFIELD CORP: Cargill's $9.8MM Tops Auction; Price Rose $1.3MM
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Cargill Inc., the largest closely owned company in
the U.S., won the right to purchase animal feed producer Pennfield
Corp. at an auction and sale-approval hearing conducted last week
in U.S. Bankruptcy Court in Philadelphia.

The report notes that although the price rose $1.3 million at
auction, the $9.8 million cash from Cargill won't match the $15.6
million Pennfield would have received if the first court-approved
sale hadn't fallen through.

Pennfield declared original purchaser Carlisle Advisors LLC in
default on Dec. 19 under a contract approved in November.  Nine
days later, Pennfield had Cargill under contract.

There was "competitive bidding" at the Jan. 17 hearing, Cargill
spokesman Tim Loesch said in a telephone interview.  Cargill made
the opening bid of $8.5 million.

                   About Pennfield Corporation

Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.  Founded in 1919,
Pennfield is a Lancaster, Pennsylvania-based manufacturer of bulf
and bagged feeds for dairy, equine and other commercial and
backyard livestock. The company owns and operates three production
mills located in Mount Joy, Martinsburg, and South Montrose, in
Pennsylvania.

The Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and bettr offers.  Carlisle has
also agreed to provide a $2.0 million DIP Loan.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

Pennfield filed official lists showing assets of $7.2 million and
liabilities totaling $26.1 million, including $11.3 million in
secured claims. Debt includes $10 million owing to secured lender
Fulton Bank NA.


PIPELINE DATA: Has Access to Cash Collateral Until Feb. 26
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has already
entered four interim orders allowing debtors Pipeline Data, Inc.,
et al., to use the cash collateral of Camofi Master LDC, as
collateral agent, and other senior lender parties, through and
including Feb. 26, 2013.

The Debtors are indebted to the senior lenders in the aggregate
principal amount of $42.1 million, plus $26.8 million outstanding
thereunder on account of accrued and unpaid interest, default
interest, fees and other obligations.

A subsequent hearing on the use of cash collateral will be held on
Feb. 26, 2013, at 1:00 p.m.  Objections must be filed not later
than 4:00 p.m. on Feb. 19.

A copy of the Fourth Interim Order dated Jan. 17, 2013, is
available at:

   http://bankrupt.com/misc/pipelinedata.fourthinterimorder.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.

In its schedules, Pipeline Data disclosed $4,491,699 in total
assets and $61,595,942 in total liabilities.

Ten (10) affiliates of the Debtor filed separate petitions for
Chapter 11 (Bankr. D. Del. Case Nos. 12-13124 to 12-13131; Case
No. 12-13133 and 12-13134).  The cases are jointly administered
under Case No. 12-13123).


PLC SYSTEMS: Inks Amendment and Waiver to GCP Securities Pact
-------------------------------------------------------------
PLC Systems Inc. has entered into an Amendment and Waiver to
Securities Purchase Agreement (dated Jan. 16, 2013), with GCP IV
LLC, which amends the Securities Purchase Agreement dated as of
Feb. 22, 2011, by and between the Company and the Investor, as
amended.

In accordance with the Agreement, the Company has (i) issued and
sold to the Investor, and the Investor has purchased from the
Company, an aggregate of $250,000 in principal amount of 5% Senior
Secured Convertible Debentures of the Company, and (ii) the
Company has issued to the Investor warrants to purchase up to 2.5
million shares of the Company's common stock at an initial
exercise price of $0.15 per share.

The Debentures bear interest at a rate of 5% per annum, payable
quarterly, and mature on Jan. 16, 2016.  The Debentures provide
that the Investor will have the option at any time prior to the
repayment of the Debenture Amount to convert any portion of the
Debenture Amount outstanding into fully-paid and non-assessable
restricted shares of common stock of the Company, at an initial
conversion price of $0.10 per share.

All obligations under the Debentures and the Purchase Agreement
are secured by a security interest in all assets of the Company
and its subsidiaries and all those obligations are guaranteed
jointly and severally by the Company's subsidiaries.

The Warrants provide the Investor with the right to purchase
fully-paid and non-assessable restricted shares of common stock of
the Company.  The term of the Warrants is five years and the
Warrants may be exercised by cash payment or, if there is no
effective registration statement registering the shares underlying
the Warrants, through cashless exercise by the surrender of
warrant shares having a value equal to the exercise price of the
portion of the warrants being exercised.

In connection with arranging this financing with the Investor, the
Company is obligated to pay Natixis Bleichroeder, LLC, $20,000.

A copy of the Amendment and Waiver is available at:

                       http://is.gd/BaoBmc

                        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.


RAHA LAKES: Creditors Have Until Feb. 28 to File Proofs of Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
established Feb. 28, 2013, as the deadline for any individual or
entity to file proofs of claim against Raha Lakes and Mehr in Los
Angeles.

                         About Raha Lakes

Raha Lakes Enterprises, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-43422) on Oct. 3, 2012, in Los Angeles.
Raha Lakes, a single-asset real estate company, estimated assets
of at least $10 million and debt of at least $1 million.  The
company's principal asset is at 900 South San Pedro Street in Los
Angeles.  Raha Lakes estimated $10 million to $50 million in
assets, and $1 million to $10 million in debts.  The petition was
signed by Kayhan Shakib, managing member.

Mehr in Los Angeles Enterprises, LLC, filed a bare-bones Chapter
11 petition (Bankr. C.D. Calif. Case No. 12-43589) on Oct. 4,
2012, estimating assets of at least $10 million and liabilities of
at least $1 million.  The petition was signed by Yadollah Shakib,
managing member.

Judge Ernest M. Robles presides over the cases.  The Debtors are
represented by Michael S. Kogan, Esq., at Kogan Law Firm APC.

John Choi, Esq., at Kim Park Choi, in Los Angeles, represents
secured creditor San Pedro Investment, LLC, as counsel.


RAINBOW LAND: To Present Plan for Confirmation on March 11
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada last month
approved the disclosure statement explaining Rainbow Land & Cattle
Company, LLC's Chapter 11 Plan of Reorganization.  These deadlines
were set by the Court:

     Plan Objection Deadline    -- Feb. 22, 2013
     Replies to Plan Objections -- March 1, 2013
     Voting Deadline            -- Feb. 22, 2013
     Ballot Summary             -- March 4, 2013.

The hearing to consider confirmation of the Plan, as amended, will
be held on March 11, 2013, at 9:30 a.m.

The Debtor intends to sell or refinance its property prior to the
expiration of a deferral period of three years.  Postpetition and
during the Deferral Period, interest, attorneys' fees and other
charges will continue to accrue on the Zions Bank and Heise Loans.

The Amended Plan designates four classes of claims.  The Zions
Bank allowed secured claim (Class 1) in the amount of $1,319,909
and the F. Heise Land & Livestock Company allowed secured claim
(Class 2) of $809,092 will be paid in full in cash no later than
the conclusion of the Deferral Period.  Allowed unsecured claims
(Class 3) will be paid on or before the conclusion of the Deferral
Period.  Holders of membership interests (Class 4) will retain
their interests in the Reorganized Debtor, but will receive no
distribution until Classes 1 through 3 are paid in full.

A copy of the Amended Disclosures is available at:

          http://bankrupt.com/misc/rainbowland.doc93.pdf

                         About Rainbow Land

Rainbow Land & Cattle Company, LLC, is the owner of approximately
466 acres of undeveloped real property located in Caliente,
Nevada, and approximately 133 acre feet of water appurtenant to
the property.  The Property was financed by Zions First National
Bank at the time of the purchase.

Rainbow Land filed a Chapter 11 petition (Bankr. D. Nev. Case No.
12-14009) on April 4, 2012.  It scheduled $15.43 million in assets
and $2.50 million in liabilities.  The Debtor owns approximately
579.48 undeveloped acres of real property located in Caliente,
Nevada, along with 466.79 acre feet of water rights.  The Debtor
is owned by John Huston, 45.2381%; Jan J. Cole, 45.2381%; and
Clarence Burr, 9.52381%.

Judge Bruce A. Markell presides over the case.  The Law Offices of
Alan R. Smith serves as bankruptcy counsel.  The petition was
signed by John H. Huston, managing member.

The Debtor's plan proposes to defer payments to Zions Bank, other
secured creditors, and unsecured creditors for three years or
earlier if a refinancing or sale of its property is obtained.

Smith Larsen & Wixom represents Zions Bank as counsel.


RICHARD W. HOYLE: U.S. Trustee Wins Chapter 7 Conversion
--------------------------------------------------------
Bankruptcy Judge Terry L. Myers converted the Chapter 11 case of
Richard W. Hoyle to a liquidation under Chapter 7 of the
Bankruptcy Code; and rejected confirmation of Mr. Hoyle's Plan of
Reorganization.

The U.S. Trustee sought dismissal or, in the alternative,
conversion of the case.  The U.S. Trustee and the Idaho State
Board of Land Commissioners acting by and through the Idaho
Department of Lands, objected to confirmation of the Debtor's
Third Amended Plan.

The U.S. Trustee contends the Debtor failed to obey the Court's
Feb. 16, 2012, order requiring the Debtor to amend his schedules,
disclosure statement and plan.  The U.S. Trustee also asserts the
Debtor failed to timely and accurately satisfy all financial
reporting requirements.

A copy of the Court's Jan. 17, 2013 Memorandum of Decision is
available at http://is.gd/yKcDLwfrom Leagle.com.

Richard W. Hoyle, a real estate investor and developer with some
30 years of experience, filed a voluntary Chapter 11 petition
(Bankr. D. Idaho Case No. 10-01484) on May 17, 2010.  Although he
is married, his wife did not join his petition or file her own.
The Debtor's business, a sole proprietorship operated under the
assumed business name Hoyle Investment, has focused on developing
land and renovating properties to sell, with additional income
from rentals of those properties.  Most of his real estate
properties are located in Valley County, Idaho, although he also
owns property in Ada County, Idaho and Malheur County, Oregon.
The Debtor has continued to market real estate and operate his
rental properties as a debtor in possession.

The Debtor is also the sole member of three limited liability
companies: (1) Brundage Inn, LLC, (2) Villa Verona, LLC, and (3)
Brundage, LLC. Brundage Inn, LLC, owns and operates a hotel in
McCall, Idaho.  He also previously owned and rented out cabins
(the Brundage Bungalows) and leased out a restaurant building
located on a parcel adjacent to the hotel until it sold the
restaurant.  Villa Verona, LLC, owns and has attempted to develop
two riverfront parcels in Ada County.  Brundage, LLC, consists of
a property management company that is not currently operating.
None of the three limited liability companies have filed
bankruptcy.  The Debtor has continued acting as the managing
member of the Brundage Inn, LLC, and Villa Verona, LLC.


RITZ CAMERA: In Chapter 7 Liquidation Effective Jan. 15
-------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware converted the Chapter 11 cases of Ritz Camera & Image,
L.L.C., et al., to those under Chapter 7 of the Bankruptcy Code.
effective Jan. 15, 2013.

As reported in the TCR on Dec. 27, 2012, the Debtors said that the
going out of business sale concluded on Oct. 31, 2012, at which
time the Debtors ceased all ongoing business operations other than
those necessary and appropriate for the wind-up of their affairs
and the pursuit efforts to liquidate the remaining assets of the
Debtors' estates.

The proceeds of the GOB sales and sales relating to certain of the
Debtors' other assets have been used, among other things, to fund
the Debtors' operations during the postpetition period and to pay
down the obligations to the Debtors' secured lender, Crystal
Financial LLC.

The Debtors related that due to the illiquid nature of their
remaining assets -- a warehouse located in Topeka, Kansas and
certain substantial and complex litigation claims -- they have
determined that the best interest of all creditors will be best
served by converting the cases.  The Debtors said the Chapter 7
trustee may complete the orderly liquidation of the remaining
assets to maximize recoveries while reducing the continuing costs
of the administration of the estates.

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sold digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  When it filed for bankruptcy,
Ritz Camera intended to shut 128 locations and cut its staff in
half.  Included in the closing are 10 locations in Maryland and 4
in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

Ritz Camera disclosed $43,692,961 in assets and $49,147,316 in
liabilities as of the Chapter 11 filing.  The Debtors owe not less
than $16.32 million for term and revolving loans provided by
secured lenders led by Crystal Finance LLC, as administrative
agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. DeAngelis, U.S. Trustee for Region 3, pursuant to
Section 1102(a)(1) of the Bankruptcy Code, appointed six persons
to Official Committee of Unsecured Creditors.


ROTECH HEALTHCARE: Amends Current Report to Add Documents
---------------------------------------------------------
Rotech Healthcare Inc. previously filed an amendment to its
current report on Form 8-K/A, amending its current report on Form
8-K originally filed on Dec. 21, 2012, to include Exhibit 10.1 to
the Original Report.

The Company filed a second amendment to the Original Report to
include in the Exhibit certain ancillary documents in connection
with a confidential treatment request that the Company is
submitting with respect to certain matters in the Exhibit.  No
other changes have been made to the Original Report or the Form
8-K/A.

On Dec. 21, 2012, the Company entered into a new term loan credit
agreement with Silver Point Finance, LLC, as administrative agent
thereunder and SPCP Group, LLC (an affiliate of Silver Point
Finance, LLC), as initial lender thereunder relating to a term
loan credit facility in an aggregate principal amount of $25
million.  Pursuant to the Credit Agreement, the Company borrowed
$23.5 million of the Facility on Dec. 21, 2012.  The remaining
$1.5 million portion of the Facility that is not borrowed at such
time may be borrowed on or before Jan. 1, 2014, so long as certain
limited conditions as set forth in the Credit Agreement are
satisfied.

The Facility replaces and repays commitments and loans under the
Company's Credit Agreement, dated as of March 17, 2011, and,
assuming the Company will borrow $1.5 million under the Delayed
Draw Facility, increases available liquidity in the Company by
approximately $15 million.  In addition to repaying amounts
outstanding under the 2011 Credit Agreement and fees and expenses
associated with the Facility, the proceeds of the Facility should
provide the Company with additional flexibility to address
anticipated competitive changes and opportunities in the industry
and working capital needs supporting the Company's business plans.

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

Amounts under the Facility bear interest at (i) the LIBOR Rate
plus 10.0% per annum or, at the Company's option, (ii) a
fluctuating rate plus 9.0% per annum.  Interest is payable
monthly.  The default rate under the Facility is 3.0% per annum
above the otherwise applicable interest rate.  A "ticking" fee on
the commitments in respect of the Delayed Draw Facility in an
amount equal to 500 basis points per annum will begin accruing
from March 31, 2013, to the Delayed Draw Termination Date and will
be due and payable in cash on a monthly basis.

To the extent the Company or any of its restricted subsidiaries
obtain net cash proceeds from the incurrence of indebtedness not
permitted to be incurred pursuant to the Credit Agreement,
issuances of equity by the Company, asset sales or
insurance/condemnation events, mandatory prepayments of the loans
will be required, subject to exceptions set forth in the Credit
Agreement.

Those mandatory prepayments and any voluntary prepayments are
subject to a premium of (i) 6.0% in the case of a prepayment made
on or prior to Dec. 31, 2013, (or 4.5%, if such prepayment is made
in connection with a change in control) and (ii) 3.0% in the case
of a prepayment made on or after Jan. 1, 2014, through and
including Dec. 31, 2014.  Prepayments made on or after Jan. 1,
2015, are not subject to a premium.  Any commitment reductions in
respect of the Delayed Draw Facility after March 31, 2013, are
subject to a premium of 6%.

A copy of the Exhibit is available for free at:

                        http://is.gd/t6GQ5K

                       About Rotech Healthcare

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

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

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

                         Bankruptcy Warning

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

                           *     *     *

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

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

SAVE MOST: Wins Approval to Use Cash Collateral
-----------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Save Most Desert Rancho, Ltd. to use any and all
alleged cash collateral collected postpetition.

The Debtor owns multi-tenant office buildings located at 23272
Mill Creek Drive, Laguna Hills, California and 200 South Main St.,
Corona, California.  The properties are managed by Foremost
Business Parks, an entity which is associated with the Debtor.

The Debtor, in its motion requested for authorization to make
expenditures in amounts not to exceed 115% of the aggregate
amounts contained in the budget to pay the reasonable and normal
operating expenses of the properties.  Any expenditure in excess
of that amount will require the written approval of the holder of
the first deeds of trust, namely JPMorgan Chase Bank, N.A., and
San Diego County Credit Union, or further order of the Court after
appropriate notice.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant Chase and SDCCU
replacement liens in the Debtor's postpetition rent collected from
the properties, to the same extent, validity, and priority as any
lien held by Chase and SDCCU as of the Petition Date.

In this relation, on Nov. 28, 2012, the Debtor entered into a
stipulation with SDCCU regarding the use of cash collateral until
Jan. 31, 2013.

As adequate protection for the Debtor's use of cash collateral
well as the imposition of the automatic stay, the Debtor will
grant the SDCCU replacement liens upon and security interests in
all of Debtor's postpetition revenue collected from the property,
to the same extent, validity, and priority as any lien held by
Lender as of the Petition Date.

Previously, secured creditor JPMorgan Chase, in its objection to
the Debtor's motion, stated that, among other things:

   1. the Debtor must be required to make monthly adequate
      protection payments to JPMorgan equal to the full monthly
      mortgage payment;

   2. cash collateral must not be used to pay management fees of
      employee salaries; and

   3. cash collateral must not be used to pay administrative and
      overhead expenses of the Debtor.

JPMorgan also requested that the Court limit any authority to use
JPMorgan's cash collateral to ordinary and necessary operating
expenses of the property, minus the proposed management fee and
employee salaries, and ensure that JPMorgan is adequately
protected for the use.

JPMorgan is holder of a claim secured by a first priority deed of
trust on the subject property, including a 58 unit office
building, located at 23272-72 Mill Creek Rd., Laguna Hills,
California, owned by the Debtor,

                   About Save Most Desert Rancho

Save Most Desert Rancho, Ltd., filed a bare-bones Chapter 11
petition (Bankr. C.D. Calif. Case No. 12-23173) in Santa Ana,
California on Nov. 15.  The Laguna Hills-based company disclosed
$10,134,997 in assets and $14,874,770 in liabilities as of the
Chapter 11 filing.  The petition was signed by Charles Kaminskas
for Brighton Park, LP, general partner.  Michael G. Spector, Esq.,
in Santa Ana, Calif., represents the Debtor as counsel.


SENTINEL MANAGEMENT: Safe-Harbor Case Heads for Court of Appeals
---------------------------------------------------------------
Reuters reported that INTL FCStone said on Jan. 18 it will appeal
a federal court ruling ordering it to return $15.6 million to the
trustee overseeing the bankruptcy of Sentinel Management Group.

FCStone, a New York-based commodities brokerage with many farmers
for clients, had to return the funds to the trustee because a
distribution to former Sentinel clients was unfair, U.S. District
Judge James Zagel ruled, Reuters recalled.  Judge Zagel ordered
FCStone to post an $8 million cash deposit with the U.S. Circuit
Court for the Northern District of Illinois pending a judgment in
the appeal, Reuters noted.

Reuters related that Sentinel managed investments for clients,
including FCStone, until it collapsed in 2007, when prosecutors
say that executives moved customer money out of protected accounts
to be used as collateral for loans to Sentinel's own trading
operations.  Two former Sentinel executives were charged in 2012
with defrauding customers out of more than $500 million before the
futures brokerage failed, Reuters pointed out.

Futures brokers are required to keep customers' funds in dedicated
accounts to protect them from being used for anything other than
client business, according to Reuters.

FCStone received about 70 percent of the money it had invested
with Sentinel, while other clients only got about 35 percent of
their money, according to the trustee, Reuters said.

If it loses the appeal, FCStone estimates its pre-tax loss at $4
million and $6 million, Reuters added.

Since Sentinel failed, brokerages MF Global and Peregrine
Financial Group went bankrupt in 2011 and 2012, respectively,
after misusing customer money, Reuters noted. The bankruptcies
have shaken confidence in the futures industry, Reuters said.

                            Safe-Harbor

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Chicago will be deciding
whether the so-called safe harbor under Section 546(e) of the
U.S. Bankruptcy Court is absolute or if there are loopholes.  The
outcome will determine the breadth of immunity from lawsuits given
to traders in securities by the Bankruptcy Code.

Mr. Rochelle notes that the lawsuit with FCStone was a test case
to govern similar suits by the Sentinel trustee. The trustee
contends that payments were fraudulent transfers before bankruptcy
or unauthorized if they occurred after bankruptcy.

In a 53-page opinion on Jan. 4, U.S. District Judge James B. Zagel
found it "inconceivable that Congress intended for the safe harbor
provisions to apply to the circumstances of this case."  He said
that allowing a failing broker to make an "eleventh hour" decision
about who's paid "would fly in the face of justice and do nothing
to advance any plausible Congressional purpose."

The case is Grede v. FCStone LLC, 09-136, U.S. District
Court, Northern District of Illinois (Chicago).

                     About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering a
variety of security solutions.  The Company filed a voluntary
Chapter 11 petition (Bankr. N.D. Ill. Case No. 07-14987) on
Aug. 17, 2007.  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represented the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represented the
Official Committee of Unsecured Creditors.  When the Debtor sought
bankruptcy protection, it estimated assets and debts of more than
$100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee.

The Court confirmed the Fourth Amended Chapter 11 Plan of
Liquidation for Sentinel on Dec. 15, 2008, which created a
Liquidation Trust.  The Plan became effective Dec. 17, 2008, and
Mr. Grede was appointed Liquidation Trustee.


SEQUENOM INC: Assumes Commercial Office Lease from eBioscience
--------------------------------------------------------------
Sequenom, Inc., entered into an Assignment and Assumption of Lease
and Novation with eBioscience, Inc., pursuant to which the Company
acquired all of eBioscience's rights and obligations under that
certain Office Lease dated April 27, 2009, between BMR-10240
Science Center Drive LLC, as landlord and successor-in-interest to
TC Torrey Pines, LLC, and eBioscience, including the right to
occupy approximately 49,347 square feet of commercial office and
laboratory space located in San Diego, California.

The initial term of the Lease will expire in July 2015.  Pursuant
to the terms of the Lease, the Company's basic rent will be
$123,861 per month through June 30, 2013, $127,315 per month
thereafter through June 30, 2014, and $129,783 per month for the
remainder of the Lease.  In addition, the Company has the option
to extend the Lease for an additional five-year term, which would
commence upon the expiration of the initial term.  In the event
the Company chooses to extend the term of the Lease, the minimum
monthly rent payable for that additional term will be 95% of the
then-prevailing market rate.

Under the terms of the Lease, the Company is required to maintain
certain levels of insurance and are required to indemnify the
Landlord for losses incurred that are related to the Company's use
or occupancy of the property.

Pursuant to the Assumption Agreement, the Company also acquired
rights to the prepaid rents and security deposit held by the
Landlord, which those amounts will be reimbursed by the Company.

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

The Company reported a net loss of $74.15 million in 2011, a net
loss of $120.84 million in 2010, and a net loss of $71.01 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $264.18
million in total assets, $188.60 million in total liabilities and
$75.58 million in total stockholders' equity.


SHAMROCK-HOSTMARK: Cash Collateral Use Hearing Tomorrow
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued the hearing on Shamrock-Hostmark Princeton Hotel,
LLC's continued use of cash collateral to Jan. 24, 2013, at 10:30
a.m.

The Debtor owns the DoubleTree by Hilton Hotel Princeton hotel
located in Princeton, New Jersey.  General Electric Capital
Corporation has a lien on substantially all of the Debtor's
assets, including all cash generated by the Hotel's operation.

The Bankruptcy Court previously issued interim orders authorizing
the Debtor's use of cash collateral.

                      About Shamrock-Hostmark

Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel,
LLC, filed for Chapter 11 protection (Bank. N.D. Ill. Case No.
12-25860) on June 27, 2012.  William Gingrich signed the petition
as vice president-CFO, of Hostmark Hospitality Group.  Shamrock-
Hostmark Princeton Hotel disclosed $522,413 in assets and
$15,457,812 in liabilities as of the Chapter 11 filing.  Judge
Jacqueline P. Cox presides over the case.

Shamrock-Hostmark Andover and four affiliates are units of
investment fund Shamrock-Hostmark Hotel Fund that own hotels.
Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel
Princeton located in Princeton, New Jersey.  Shamrock-Hostmark
Texas owns Crowne Plaza Hotel in San Antonio, TX. Shamrock-
Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert, CA.
Shamrock-Hostmark Andover owns the Wyndham Boston Andover in
Andover, MA.  Shamrock-Hostmark Tampa owns the DoubleTree by
Hilton Hotel Tampa Airport - Westshore in Tampa, FL.

The Debtors are represented by David M. Neff, Esq., at Perkins
Coie LLP, in Chicago, Illinois.


STABLEWOOD SPRINGS: SRS to Charge $20,000 Per Month for CRO Role
----------------------------------------------------------------
Stablewood Springs Resort, LP, and affiliate Stablewood Springs
Resort Operations, LLC, asked the Bankruptcy Court for approval to
hire the firm of SRS Ventures LLC as financial consultant and the
firm's Scott R. Sanders as chief restructuring officer.

The CRO may be reached at:

         Scott R. Sanders
         SRS VENTURES, LLC
         3004 Philfall St.
         Houston, TX 77098
         Tel: 713-521-1818
         E-mail: srs@sevanllc.com.

SRS has served as financial advisor for the Debtors since Oct. 7,
2008.  The Debtors have determined that it is in the best interest
of their estates and creditors to continue the professional
services of SRS postpetition.

The duties to be completed by SRS include assisting the Debtors
with cash management and cash flow reporting process, managing the
Debtors' purchasing process and plan, and managing the Debtors'
efforts to obtain DIP financing.

Mr. Sanders will be the only employee of SRS who will provide
services to the Debtors in connection with their Chapter 11 cases.

He will be compensated $20,000 per calendar month and will receive
an incentive equal to $50,000 upon confirmation of a plan of
reorganization.

Mr. Sanders graduated with honors from The University of Arizona
and has 14 yeas of business experience, including 6 years as
director for Alvarez & Marsal.

Creditors J.A. Van Hessen and Axys Capital Total Return Fund, LLC
have filed objections to the application.

                 About Stablewood Springs Resort

Stablewood Springs Resort, LP, owner of a high-end resort
destination encompassing 140 acres of a 543-acre private ranch in
the Texas hill country near Hunt, filed a bare-bones Chapter 11
petition (Bankr. W.D. Tex. Case No. 12-53887) in San Antonio on
Dec. 17, 2012.

The Debtor disclosed assets of $11.15 million and liabilities of
$22.8 million as of Nov. 30, 2012.  Liabilities include $10.4
million in secured debt and $9.3 million of disputed secured debt.


STABLEWOOD SPRINGS: Wins Interim Approval for Cash Use
------------------------------------------------------
Bankruptcy Judge Ronald B. King signed at the end of December and
mid-January agreed interim orders authorizing Stablewood Springs
Resort, LP, and affiliate Stablewood Springs Resort Operations,
LLC to incur postpetition senior secured superpriority
indebtedness and use cash collateral.

The Debtor has arranged DIP financing from Alliance Prime
Associates in the amount of $850,000.  The DIP lender agreed to
provide $95,000 in funding under the first interim order and an
additional $40,000 pursuant to the second interim order.  The
Debtor intends to grant the DIP lender first priority liens and
security interests and superpriortiy claims.

The Debtors' secured lenders, Axys Capital Total Return Fund, LLC
and Paul J.A. "Lex" van Hessen have agreed to allow the Debtors to
use cash collateral on the interim.

The parties agreed that the Debtors won't be permitted to sell any
fractional interests in their villas or the Private Residence Club
without the prior consent of Axys and van Hessen.

The first interim order was signed following a hearing on Dec. 21
while the second order was signed following the Jan. 11 hearing.

A final hearing on the DIP financing will be held on Jan. 25, 2013
at 10:00 a.m.  Objections were due Jan. 22.

                 About Stablewood Springs Resort

Stablewood Springs Resort, LP, owner of a high-end resort
destination encompassing 140 acres of a 543-acre private ranch in
the Texas hill country near Hunt, filed a bare-bones Chapter 11
petition (Bankr. W.D. Tex. Case No. 12-53887) in San Antonio on
Dec. 17, 2012.

The Debtor disclosed assets of $11.15 million and liabilities of
$22.8 million as of Nov. 30, 2012.  Liabilities include $10.4
million in secured debt and $9.3 million of disputed secured debt.


STABLEWOOD SPRINGS: Sec. 341(a) Meeting Continued to Jan. 24
------------------------------------------------------------
There's a meeting of creditors in the Chapter 11 cases of
Stablewood Springs Resort, LP, and affiliate Stablewood Springs
Resort Operations, LLC, on Jan. 24, 2013, at 3:00 p.m.

The meeting was originally slated for Jan. 14, 2013.  Proofs of
claim are due April 15, 2013, according to the notice of the
meeting.

The meeting, which is required under Section 341(a) of the
Bankruptcy Code, offers creditors a one-time opportunity to
examine a bankrupt company's representative under oath about its
financial affairs and operations that would be of interest to the
general body of creditors.

                 About Stablewood Springs Resort

Stablewood Springs Resort, LP, owner of a high-end resort
destination encompassing 140 acres of a 543-acre private ranch in
the Texas hill country near Hunt, filed a bare-bones Chapter 11
petition (Bankr. W.D. Tex. Case No. 12-53887) in San Antonio on
Dec. 17, 2012.

The Debtor disclosed assets of $11.15 million and liabilities of
$22.8 million as of Nov. 30, 2012.  Liabilities include $10.4
million in secured debt and $9.3 million of disputed secured debt.


STAGE PRESENCE: Court Rules in Breach of Contract Suit
------------------------------------------------------
STAGE PRESENCE, INC., Plaintiff, v. GENEVE INTERNATIONAL TRUST,
RONALD L. BARTHOLOMEW, and STEPHEN MENNER, Defendants, Adv. Proc.
No. 12-01561 (Bankr. S.D.N.Y.), involves the defendants' alleged
failure to fund a television production undertaken by the
plaintiff.  Stage Presence, Inc., filed an initial complaint
against the Defendants on April 16, 2012, claiming breach of
contract and fraud and seeking to recover $2,204,145.  The
Defendants moved to dismiss the complaint for failure to state a
claim and lack of personal jurisdiction over Geneve.  The Court
held in an oral decision on Aug. 6, 2012, that (i) the complaint
failed to adequately plead either a contract or fraud claim and
(ii) the record did not contain sufficient evidence to allow the
Court to decide whether there was personal jurisdiction over the
Defendants; but (iii) the Plaintiff would have leave to amend.

On Sept. 20, 2012, Stage Presence filed an Amended Complaint which
appended a three-page contract entitled "Television Production
Loan Agreement".  The Defendants move to dismiss the Amended
Complaint on these grounds: (1) there is no personal jurisdiction
over Geneve; (2) the Amended Complaint does not adequately plead a
contract claim; (3) the fraud claim is not pled with particularity
as required by Fed.R.Bankr.P. 7009, incorporating F. R. Civ. P.
9(b); and (4) if the contract relied on by the Plaintiff is
enforceable and sufficiently pled, it contains a "mandatory"
arbitration clause.

The Court held a hearing on the motion to dismiss on Dec. 14.  In
last week's decision, Bankruptcy Judge Allan L. Gropper granted
the motion to dismiss is granted only to the extent of dismissing
the Amended Complaint against Menner.  The motion to dismiss the
contract claim against Geneve is denied, as is the motion to
dismiss the fraud claims against Bartholomew. The Court said
Geneve may move to refer the contract claim against it to
arbitration.

A copy of the Court's Jan. 17, 2013 Memorandum of Opinion and
Order is available at

The Law Office of David Wims in Brooklyn, NY, represents Stage
Presence, Inc., in the lawsuit.

Edward E. Neiger, Esq., and Dina Gielchinsky, Esq., at ASK LLP,
represent Geneve International Trust, Ronald L. Bartholomew, and
Stephen Menner.

Stage Presence Inc. filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 12-10525) on Feb. 9, 2012.  The bankruptcy
filing was necessitated by Stage Presence's inability to pay
production and labor costs, as well as travel and legal expenses
incurred in connection with a TV production called "An Evening of
Grace: A Concert for the Children", which was filmed in
Washington, D.C. in April 2010 and aired on the TV channel
BET/Centric in May 2010.

Judge Allan L. Gropper oversees the case.  According to the
petition, Joel M. Shafferman, Esq., at Shafferman & Feldman, LLP,
serves as the Debtor's counsel.  The Debtor scheduled $2,309,486
in assets and $1,373,349 in liabilities.  A list of the Company's
20 largest unsecured creditors is available for free at
http://bankrupt.com/misc/nysb12-10525.pdf The petition was signed
by Allen Newman, president.


STAMP FARMS: Can Access Up to $1.8-Mil. of WF Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan in
mid-December entered an order authorizing Stamp Farms, L.L.C., et
al., on an interim basis, to use cash collateral of Wells Fargo
Bank, National Association, not to exceed $1,803,229 in the
aggregate.

As adequate protection, Wells Fargo is granted a security interest
in and lien on all present and future property of the Estates,
with the exception of the avoidance and other causes of action
arising under or preserved pursuant to Chapter 5 of the Code and
the related proceeds.  Wells Fargo is also granted a superpriority
claim under 11 U.S.C. Section 507(b), subject only the Carve-Out
for United States Trustee Fees and Professional Fees.

In connection with this second interim order authorizing access to
cash, the Debtors stipulate and agree that Wells Fargo is the
holder of a claim as of the Petition Date against the Debtors in
the approximate sum of $63.4 million consisting of borrowings of
$60.8 million, accrued interest of $245,000, obligations relating
to ISDA swap confirmations of $2.32 million, obligations relating
to corporate credit cards of $8,600, plus all other costs, fees
and obligations owing.

According to papers filed with the Court on Dec. 4, 2012, the
Debtors need to use cash collateral to pay for the costs of
winding up their 2012 farming operations, collecting and
maintaining the security of their farm equipment and stored grain,
including the costs of employees and consultants to perform such
functions and to pursue potential sales of the Debtors' assets and
business operations and other efforts to liquidate the assets of
the Debtors in an orderly manner to maximize value for creditors.

The Debtors also sought authorization to obtain DIP financing
which Wells Fargo has agreed to provide to the extent the Debtors
do not have adequate Cash Collateral to pay expenditures as
contemplated by the Budget.  Advances under the DIP Financing
Facility will be secured by a lien on all assets of the Debtors'
estates.  Wells Fargo will be entitled to a superpriority
administrative expense claim under Section 507(b) of the
Bankruptcy Code for all such advances.

Daniel M. McDermott, United States Trustee for Region 9, objected
to the Debtor's motion, citing, among other things:

   1. No schedules or statement of financial affairs have been
filed.

   2. There are four distinct bankruptcy cases with four distinct
bankruptcy estates.

   3. The motion includes one budget, rather than a budget for
each Debtor.  It is therefore impossible to tell which Debtor
requires what funds for what purposes.

   4. There is no breakdown in the budget or motion to indicate
how much cash collateral each Debtor has on hand.  This again
makes it impossible to determine the need for use of cash
collateral or for post-petition financing.

                         About Stamp Farms

Stamp Farms, L.L.C., and three affiliates sought Chapter 11
protection (Bankr. W.D. Mich. Lead Case No. 12-10410) on Nov. 30,
2012, in Grand Rapids, Michigan.  Stamp Farms began in 1968 with
its purchase of 168 acres of farmland in Decatur, Michigan.  The
family was also heavily involved in the swine industry, operating
a 500 sow swine operation until 1995.  In 1997, Mike Stamp took
over operations of Stamp Farms' 1500 acres and has grown the farm
operation to cover 20,000+ acres across six southwestern Michigan
counties.

Debtor Stamp Farms sells its grain to Northstar Grain, L.L.C.,
solely owned by Mike Stamp, which conducts a grain elevator
business on land it owns and leases and upon which buildings,
grain storage bins, grain loading and related equipment and rail
spurs are located.

Stamp Farms estimated at least $10 million in assets and at least
$50 million in liabilities in its bare-bones petition.

Mr. Stamp also filed a Chapter 11 petition (Case No. 12-10430).

Judge Scott W. Dales oversees the case.  The Debtor has hired the
law firm of Varnum LLP as counsel.


STAR BUFFET: Exits Chapter 11 Bankruptcy Protection
---------------------------------------------------
Star Buffet, Inc. on Jan. 22 disclosed that it has exited from
Chapter 11 bankruptcy protection effective Jan. 17, 2013.  The
United States Bankruptcy Court for the District of Arizona on Dec.
17, 2012, entered an order confirming the Second Amended Joint
Plan of Reorganization.  In accordance with the court order, the
Plan became effective and the Company formally exited the
bankruptcy proceedings.

                         About Star Buffet

Star Buffet, Inc. is a multi-concept restaurant operator.  As of
January 22, 2013, Star Buffet, Inc. through its subsidiaries,
operated seven 4B's restaurants, five JB's restaurants, three K-
BOB'S Steakhouses, three Barnhill's Buffet restaurants, two
Western Sizzlin restaurants, two JJ North's Country Buffet
restaurants, two Pecos Diamond Steakhouses, one Casa Bonita
Mexican theme restaurant, one BuddyFreddys restaurant and one Bar-
H Steakhouse.

Based in Arizona, Star Buffet, Inc. filed for Chapter 11
protection (Bankr. D. Ariz. Case No. 11-27518) on Sept. 28, 2011.
Judge George B. Nielsen Jr. presides over the case.  S. Cary
Forrester, Esq., at Forrester & Worth, PLLC, represents the
Debtor.  The Debtor estimated both assets and debts of between
$1 million and $10 million.

Summit Family Restaurants Inc. filed a voluntary petition for
reorganization under Chapter 11 on Sept. 29, 2011.  The cases are
being jointly administered.  None of the Company's other
subsidiaries were included in the bankruptcy filing.


STR HOLDINGS: Loses Key Customer; Reviews Strategic Alternatives
----------------------------------------------------------------
STR Holdings, Inc. believes that First Solar, Inc., a long-
standing customer, will terminate its relationship with the
Company in 2013.  Though the exact timing remains uncertain, the
Company expects that First Solar will begin a transition away from
STR in the first quarter of 2013, completely cutting over to a new
supplier during the course of the next few months.

As previously disclosed, First Solar is STR's largest customer and
such loss is likely to have a material adverse effect on the
business and financial results of the Company.  Sales to First
Solar during 2012 were approximately $39 million.

Robert S. Yorgensen, President & Chief Executive Officer
commented, "We have enjoyed a very long and prosperous
relationship with First Solar.  Their loyalty over the years is a
testament to our value as a reliable supplier of excellent quality
products and service, for which First Solar honored us with their
Top Supplier Award just over a year ago." Mr. Yorgensen continued,
"We have had no claim for defective product from First Solar, nor
have we had any returns, and the product we have been supplying
for years has been according to specification.  Unfortunately, I
cannot elaborate on their decision to work with another supplier
at this time.  On a more positive note, we have recently added
three new customers in China, two of which have qualified and
ordered our next-generation encapsulants.  While this new work
won't make up for the loss of First Solar's business in the short-
term, we believe it represents very important progress toward
increasing our share of the burgeoning Chinese market."

The Company will continue its comprehensive review of its cost
structure, and expects to cease manufacturing operations at its
East Windsor, Connecticut facility by the end of the first quarter
of 2013, and make significant headcount reductions throughout the
organization.  The Company is assessing its long-lived assets for
impairment and expects to incur significant restructuring charges
in 2013.  The Company will communicate its restructuring plan in
more detail at a later date.  The Company plans to service its
North American customer base from its production facilities in
Spain and Malaysia.

Joseph C. Radziewicz, Vice President & Chief Financial Officer,
said, "While the loss of First Solar as a customer is certainly an
unfortunate development for STR, we have already taken swift
action to reduce our costs, which will help to preserve our strong
balance sheet as well as our options going forward."

Separately and unrelated to the loss of First Solar as a customer,
the Company engaged UBS Investment Bank as its financial advisor
in December 2012 to assist the Board of Directors with a review of
the Company's strategic alternatives.

As of December 31, 2012, the Company had $81.9 million of cash and
no debt.

                     About STR Holdings, Inc.

STR Holdings, Inc. -- http://www.strholdings.com-- is a global
provider of high quality solar encapsulants to the photovoltaic
module industry.


THERMOENERGY CORP: Amends 63.8MM Shares Resale Prospectus
---------------------------------------------------------
ThermoEnergy Corporation filed with the U.S. Securities and
Exchange Commission amendment no.2 to the Form S-1 registration
statement relating to the resale of up to 63,856,250 shares of
Common Stock, par value $0.001 per share, of the Company that may
be sold from time to time by George M. Abraham, Cary G. Bullock,
Dawson James Securities, Inc., et al.  The Company will not
receive any proceeds from the sale of the Common Stock by the
selling stockholders.

The selling stockholders may, from time to time, sell, transfer or
otherwise dispose of any or all of their shares of Common Stock or
interests in shares of Common Stock on any market or trading
facility on which the Company's shares are traded or in private
transactions.  These dispositions may be at fixed prices, at
prevailing market prices at the time of sale, at prices related to
the prevailing market price, at varying prices determined at the
time of sale, or at negotiated prices.  No underwriter or other
person has been engaged to facilitate the sale of shares of the
Company's Common Stock in this offering.  The Company is paying
the cost of registering the shares covered by this prospectus as
well as various related expenses.  The selling stockholders are
responsible for all discounts, selling commission and other costs
related to the offer and sale of their shares.

The Company's Common Stock is currently traded on the Over-the-
Counter Bulletin Board under the symbol "TMEN.OB."  On Jan. 11,
2013, the last reported sale price of the Company's Common Stock
on the OTCBB was $0.07 per share.

A copy of the amended prospectus is available at:

                        http://is.gd/5SPTys

                  About ThermoEnergy Corporation

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

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

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

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


VIVARO CORP: Creditors Have Until Feb. 1 to File Proofs of Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
established Feb. 1, 2013, as the deadline for any individual or
entity to file proofs of claim against Vivaro Corp.  The Feb. 1
deadline excludes governmental units.  Governmental units have
until March 3, 2013, at 5 p.m. to file their claims.

                         About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

The Debtor will put its assets on the auction block next month.

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


VIVARO CORP: Section 341(a) Meeting Now Set for Jan. 28
-------------------------------------------------------
The U.S. Trustee for Region 2, in an amended notice, will convene
a meeting of creditors on Jan. 28, 2013, in the Chapter 11 case of
Vivaro Corporation.  Creditors are advised to check with the U.S.
Trustee for location.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                         About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

The Debtor will put its assets on the auction block next month.

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


W.R. GRACE: R. Ted Weschler Discloses 4.97% Stake
-------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission on December 21, 2012, R. Ted Weschler,
managing member of Peninsula Capital Advisors LLC, disclosed that
he beneficially owns 4.97% of the shares of common stock of W.R.
Grace & Co.

According to the filing, there were 75,313,364 shares of common
stock issued and outstanding as of October 31, 2012.  Based on
such information, Mr. Weschler reports beneficial ownership of
3,740,902 shares of common stock, representing 4.97% of the
common stock outstanding.

Mr. Weschler has the sole power to vote or direct the vote of
3,740,902 shares of common stock; has the shared power to vote or
direct the vote of 0 shares of common stock; has sole power to
dispose or direct the disposition of 3,740,902 shares of common
stock; and has shared power to dispose or direct the disposition
of 0 shares of common stock.

There were no transactions in the common stock Mr. Weschler
during the 60 days prior to December 21, 2012, according to the
filing.

Mr. Weschler has ceased to be the beneficial owner of greater
than 5% of the outstanding shares of common stock as a result of
an increase in the outstanding number of shares of common stock,
the filing said.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Sealed Air Continues to Monitor Grace Bankruptcy
------------------------------------------------------------
On March 31, 1998, Sealed Air Corporation completed a multi-step
transaction involving W. R. Grace & Co. which brought the Cryovac
packaging business and the former Sealed Air Corporation's
business under the common ownership of the Company. As part of
that transaction, Grace and its subsidiaries retained all
liabilities arising out of their operations before the Cryovac
transaction (including asbestos-related liabilities), other than
liabilities relating to Cryovac's operations, and agreed to
indemnify the Company with respect to such retained liabilities.
Since 2000, the Company has been served with a number of lawsuits
alleging that, as a result of the Cryovac transaction, the Company
is responsible for the alleged asbestos liabilities of Grace and
its subsidiaries. While they vary, these suits all appear to
allege that the transfer of the Cryovac business was a fraudulent
transfer or gave rise to successor liability. On April 2, 2001,
Grace and certain of its subsidiaries filed for Chapter 11 relief
in the U.S. Bankruptcy Court for the District of Delaware. In
connection with Grace's Chapter 11 case, the Bankruptcy Court
issued orders dated May 3, 2001 and January 22, 2002, staying all
asbestos actions against the Company. However, the official
committees appointed to represent asbestos claimants in Grace's
Chapter 11 case (the "Committees") received the court's
permission to pursue fraudulent transfer and other claims against
the Company and its subsidiary Cryovac, Inc. based upon the
Cryovac transaction. This proceeding was brought in the U.S.
District Court for the District of Delaware (the "District
Court") (Adv. No. 02-02210).

Sealed Air states: "On November 27, 2002, we reached an agreement
in principle with the Committees to resolve the fraudulent
transfer proceeding and all current and future asbestos-related
claims made against us and our affiliates in connection with the
Cryovac transaction. The Settlement agreement will also resolve
the fraudulent transfer claims and successor liability claims, as
well as indemnification claims by Fresenius Medical Care
Holdings, Inc. and affiliated companies in connection with the
Cryovac transaction. The parties to the agreement in principle
signed the definitive Settlement agreement as of November 10,
2003 consistent with the terms of the agreement in principle. On
June 27, 2005, the Bankruptcy Court signed an order approving the
definitive Settlement agreement. Although Grace is not a party to
the Settlement agreement, under the terms of the order, Grace is
directed to comply with the Settlement agreement subject to
limited exceptions. On September 19, 2008, Grace, the Official
Committee of Asbestos Personal Injury Claimants, the Asbestos PI
Future Claimants' Representative, and the Official Committee of
Equity Security Holders (the "Equity Committee") filed, as co-
proponents, a plan of reorganization (as filed and amended from
time to time, the "PI Settlement Plan") and several exhibits and
associated documents, including a disclosure statement (as filed
and amended from time to time, the "PI Settlement Disclosure
Statement"), with the Bankruptcy Court. As filed, the PI
Settlement Plan would provide for the establishment of two
asbestos trusts under Section 524(g) of the United States
Bankruptcy Code to which present and future asbestos-related
claims would be channeled. The PI Settlement Plan also
contemplates that the terms of our definitive Settlement
agreement will be incorporated into the PI Settlement Plan and
that we will pay the amount contemplated by that agreement.

On January 31, 2011, the Bankruptcy Court entered a memorandum
opinion (the "Bankruptcy Court Opinion") overruling certain
objections to the PI Settlement Plan. On the same date, the
Bankruptcy Court entered an order regarding confirmation of the
PI Settlement Plan (the "Bankruptcy Court Confirmation Order").
As entered on January 31, 2011, the Bankruptcy Court Confirmation
Order contained recommended findings of fact and conclusions of
law, and recommended that the District Court approve the
Confirmation Order, and that the District Court confirm the PI
Settlement Plan and issue a channeling injunction under Section
524(g) of the Bankruptcy Code. Thereafter, on February 15, 2011,
the Bankruptcy Court issued an order clarifying the Bankruptcy
Court Opinion and the Bankruptcy Court Confirmation Order (the
"Clarifying Order"). Among other things, the Clarifying Order
provided that any references in the Bankruptcy Court Opinion and
the Bankruptcy Court Confirmation Order to a recommendation that
the District Court confirm the PI Settlement Plan were thereby
amended to make clear that the PI Settlement Plan was confirmed
and that the Bankruptcy Court was requesting that the District
Court issue and affirm the Confirmation Order including the
injunction under Section 524(g) of the Bankruptcy Code. On
March 11, 2011, the Bankruptcy Court entered an order granting in
part and denying in part a motion to reconsider the Bankruptcy
Court Opinion filed by BNSF Railway Company (the "March 11
Order"). Among other things, the March 11 Order amended the
Bankruptcy Court Opinion to clarify certain matters relating to
objections to the PI Settlement Plan filed by BNSF.

"Various parties appealed or otherwise challenged the Bankruptcy
Court Opinion and the Bankruptcy Court Confirmation Order,
including without limitation with respect to issues relating to
releases and injunctions contained in the PI Settlement Plan.

"On January 30, 2012, the District Court issued a memorandum
opinion (the "Original District Court Opinion") and confirmation
order (the "Original District Court Confirmation Order")
overruling all objections to the PI Settlement Plan and
confirming the PI Settlement Plan in its entirety (including the
issuance of the injunction under Section 524(g) of the Bankruptcy
Code). On February 3, 2012, Garlock Sealing Technologies LLC
("Garlock") filed a motion (the "Garlock Reargument Motion") with
the District Court requesting that the District Court grant
reargument, rehearing, or otherwise amend the Original District
Court Opinion and the Original District Court Confirmation Order
insofar as they overruled Garlock's objections to the PI
Settlement Plan. On February 13, 2012, the Company, Cryovac, and
Fresenius Medical Care Holdings, Inc. filed a joint motion (the
"Sealed Air/Fresenius Motion") with the District Court. The
Sealed Air/Fresenius Motion did not seek to disturb confirmation
of the PI Settlement Plan but requested that the District Court
amend and clarify certain matters in the Original District Court
Opinion and the Original District Court Confirmation Order. Also
on February 13, 2012, Grace and the other proponents of the PI
Settlement Plan filed a motion (the "Plan Proponents' Motion")
with the District Court requesting certain of the same amendments
and clarifications sought by the Sealed Air/Fresenius Motion. On
February 27, 2012, certain asbestos claimants known as the "Libby
Claimants" filed a response to the Sealed Air/Fresenius Motion
and the Plan Proponents' Motion (the "Libby Response"). The Libby
Response did not oppose the Sealed Air/Fresenius Motion or the
Plan Proponents' Motion but indicated, among other things, that:
(a) the Libby Claimants had reached a settlement in principle of
their objections to the PI Settlement Plan but that this
settlement had not become effective and (b) the Libby Claimants
reserved their rights with respect to the PI Settlement Plan
pending the effectiveness of the Libby Claimants' settlement.

On April 20, 2012, as part of a more global settlement, Grace
filed a motion with the Bankruptcy Court seeking, among other
things, approval of settlements with the Libby Claimants and BNSF.
The settlements with the Libby Claimants and BNSF were approved by
order of the Bankruptcy Court dated June 6, 2012. Thereafter, the
appeals of the Libby Claimants and BNSF with respect to the PI
Settlement Plan were dismissed by orders of the United States
Court of Appeals for the Third Circuit (the "Third Circuit Court
of Appeals") dated September 24, 2012 and October 4, 2012. The
District Court held a hearing on May 8, 2012, to consider the
Garlock Reargument Motion. On May 29, 2012, Anderson Memorial
Hospital ("Anderson Memorial") filed a motion seeking relief
from, and reconsideration of, the Original District Court Opinion
and the Original District Court Confirmation Order (the "Anderson
Relief Motion"). In the Anderson Relief Motion, Anderson Memorial
argued that a May 18, 2012, decision by the Third Circuit Court
of Appeals in a case called Wright v. Owens-Corning undermined
the District Court's conclusion that (a) the PI Settlement Plan
was feasible and (b) the asbestos property damage injunction and
trust included in the PI Settlement Plan were appropriate.
Objections to the Anderson Relief Motion were filed by Grace and
the other proponents of the PI Settlement Plan, and by the
representative of future asbestos property damage claimants
appointed in the Grace bankruptcy proceedings.

On June 11, 2012, the District Court entered a consolidated order
granting the Sealed Air/Fresenius Motion, the Plan Proponents'
Motion, and the Garlock Reargument Motion, and providing for
amendments to the Original District Court Opinion and the Original
District Court Confirmation Order.  Although the Consolidated
Order granted the Garlock Reargument Motion, it did not constitute
the District Court's agreement with Garlock's objections to the PI
Settlement Plan, which the District Court continued to overrule.
Also on June 11, 2012, the District Court entered an amended
memorandum opinion and confirmation order overruling all
objections to the PI Settlement Plan, reflecting amendments
described in the Consolidated Order, and confirming the PI
Settlement Plan in its entirety (including the issuance of the
injunction under Section 524(g) of the Bankruptcy Code).
Thereafter, on July 23, 2012, the District Court issued a
memorandum opinion and an order denying the Anderson Relief
Motion. Parties have appealed the Amended District Court Opinion
and the Amended District Court Confirmation Order to the Third
Circuit Court of Appeals.

"If it becomes effective, the PI Settlement Plan may implement
the terms of the Settlement agreement, but there can be no
assurance that this will be the case notwithstanding the
confirmation of the PI Settlement Plan by the Bankruptcy Court
and the District Court.  The terms of the PI Settlement Plan
remain subject to amendment.  Moreover, the PI Settlement Plan is
subject to the satisfaction of a number of conditions which are
more fully set forth in the PI Settlement Plan and include,
without limitation, the availability of exit financing and the
approval of the PI Settlement Plan becoming final and no longer
subject to appeal. Parties have appealed the Amended District
Court Confirmation Order to the Third Circuit Court of Appeals or
otherwise challenged the Amended District Court Opinion and the
Amended District Court Confirmation Order. Matters relating to
the PI Settlement Plan, the Bankruptcy and Amended District Court
Opinions, and the Bankruptcy and Amended District Court
Confirmation Orders may be subject to further appeal, challenge,
and proceedings before the District Court, the Third Circuit
Court of Appeals, or other courts. Parties have designated
various issues to be considered in challenging the PI Settlement
Plan, the Bankruptcy and Amended District Court Opinions, or the
Bankruptcy and Amended District Court Confirmation Orders,
including, without limitation, issues relating to releases and
injunctions contained in the PI Settlement Plan.

"Although Grace publicly indicated its intent to seek to emerge
from bankruptcy before the appeals are fully and finally
resolved, it subsequently indicated that it was not able to
receive the necessary consents and waivers to do so, including
from the Company. Grace has further indicated that, with an
appeals process before the Third Circuit Court of Appeals, its
target date to emerge from bankruptcy is the fourth quarter of
2013; however, there can be no assurance that this timing for
emergence will be correct. Consistent with our Settlement
agreement, we are prepared to pay the Settlement amount directly
to the asbestos trusts to be established under section 524(g) of
the Bankruptcy Code once the conditions of the Settlement
agreement are fully satisfied. Among those conditions is that
approval of an appropriate Grace bankruptcy plan -- containing
all releases, injunctions, and protections required by the
Settlement agreement -- be final and not subject to any appeal.
Given the pending appeals (which include, without limitation,
challenges to the injunctions and releases in the PI Settlement
Plan), the condition that approval of the PI Settlement Plan be
final and not subject to any appeal has not been satisfied at
this time. The Company has not waived this, or any other,
condition of the Settlement agreement nor can there be any
assurance that each of the parties whose consent or waiver is
required for Grace to emerge from bankruptcy while the appeals
are pending will provide such consent or waiver.

"While the Bankruptcy Court and the District Court have confirmed
the PI Settlement Plan, we do not know whether or when the Third
Circuit Court of Appeals will affirm the Amended District Court
Confirmation Order or the Amended District Court Opinion, whether
or when the Bankruptcy and Amended District Court Opinions or the
Bankruptcy and Amended District Court Confirmation Orders will
become final and no longer subject to appeal, or whether or when
a final plan of reorganization (whether the PI Settlement Plan or
another plan of reorganization) will become effective. Assuming
that a final plan of reorganization (whether the PI Settlement
Plan or another plan of reorganization) is confirmed by the
Bankruptcy Court and the District Court, and does become
effective, we do not know whether the final plan of
reorganization will be consistent with the terms of the
Settlement agreement or if the other conditions to our obligation
to pay the Settlement agreement amount will be met. If these
conditions are not satisfied or not waived by us, we will not be
obligated to pay the amount contemplated by the Settlement
agreement. However, if we do not pay the Settlement agreement
amount, we and our affiliates will not be released from the
various claims against us. We will continue to review and monitor
the progress of the Grace bankruptcy proceedings (including
appeals and other proceedings relating to the PI Settlement Plan,
the Bankruptcy and Amended District Court Opinions, and the
Bankruptcy and Amended District Court Confirmation Orders), as
well as any amendments or changes to the PI Settlement Plan or to
Bankruptcy and Amended District Court Opinions and Confirmation
Orders, to verify compliance with the Settlement agreement.

"If the Settlement agreement does not become effective, either
because Grace fails to emerge from bankruptcy or because Grace
does not emerge from bankruptcy with a plan of reorganization
that is consistent with the terms of the Settlement agreement,
then we and our affiliates will not be released from the various
asbestos-related, fraudulent transfer, successor liability, and
indemnification claims made against us and our affiliates, and
all of these claims would remain pending and would have to be
resolved through other means, such as through agreement on
alternative settlement terms or trials. In that case, we could
face liabilities that are significantly different from our
obligations under the Settlement agreement. We cannot estimate at
this time what those differences or their magnitude may be. In
the event these liabilities are materially larger than the
current existing obligations, they could have a material adverse
effect on our consolidated financial condition or results of
operations."

No further updates were reported in the Company's Form 10-Q
filing with the U.S. Securities and Exchange Commission for the
quarterly period ended September 30, 2012.

Sealed Air Corporation is engaged in food safety and security,
facility hygiene and product protection. The Company serves a
range of end markets including food and beverage processing, food
service, retail, health care and industrial, commercial and
consumer applications.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


W25 LLC: Creditors Have Until Feb. 13 to File Proofs of Claim
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
in a revised order, established Feb. 13, 2013, as the deadline for
any individual or entity to file proofs of claim against W25 LLC.

W25 LLC filed a bare-bones Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-14526) in Manhattan on Nov. 6, 2012.  Avrum J. Rosen,
Esq., at The Law Offices of Avrum J. Rosen, PLLC, in Huntington,
New York, serves as counsel.  The Debtor disclosed $44,001,000 in
assets and $48,756,419 in liabilities as of the Chapter 11 filing.


W25 LCC: Section 341(a) Meeting Adjourned to Jan. 28
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
adjourned to Jan. 28, 2013, at 2:30 p.m., the meeting of creditors
in the Chapter 11 case of W25 LLC.  The meeting has also been
moved to 26 Federal Plaza New York City from 80 Broad Street New
York City.

The meeting was previously scheduled for Jan. 7.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.  All
creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

W25 LLC filed a bare-bones Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-14526) in Manhattan on Nov. 6, 2012.  Avrum J. Rosen,
Esq., at The Law Offices of Avrum J. Rosen, PLLC, in Huntington,
New York, serves as counsel.  The Debtor disclosed $44,001,000 in
assets and $48,756,419 in liabilities as of the Chapter 11 filing.




WILLIAM M. FOSTER: Wilmington Plantation Dispute Goes to Trial
--------------------------------------------------------------
Bankruptcy Judge Susan D. Barrett denied cross motions for summary
judgment on William M. Foster, Jr.'s Objection to the Claim of
Wilmington Plantation, LLC, saying "material question of fact
remains".

The dispute centers around the creation and development of
Wilmington Plantation Condominium on Wilmington Island located in
Chatham County, Georgia and the ownership of various portions of
the property.  Wilmington Plantation Condominium contains
approximately 19.846 acres which can be conceptually divided into
two areas of land. In the center of the 19.846 acres is a multi-
story old historic hotel building containing developed condominium
units previously sold by the Debtor.  Surrounding the center
property is about 10 acres of undeveloped land.  The surrounding
land is at the heart of the dispute.  Under the condominium
declaration, the Debtor purportedly placed the entire 19.846 acres
into the condominium which purported caused him to be unable to
properly convey title to the property Wilmington Plantation.

On May 16, 2011, Wilmington Plantation filed a proof of claim in
the Debtor's bankruptcy case the amount of $21,138,884.

A copy of the Court's Jan. 16, 2013 Opinion and Order is available
at http://is.gd/AVO1hDfrom Leagle.com.

William M. Foster, Jr., filed for chapter 11 bankruptcy relief
(Bankr. S.D. Ga. Case No. 11-30021) on Jan. 19, 2011.


WOUND MANAGEMENT: Ordered to Pay $20,000 Penalty in Civil Action
----------------------------------------------------------------
Wound Management Technologies, Inc., has been permanently enjoined
from violations of Section 17(a) of the Securities Act and Section
10(b) of the Securities Exchange Act involving the payment of
undisclosed compensation to investment advisors, managers,
trustees, or any associated person or the manipulation of the
price or volume of any security.  The final judgment was delivered
by the United States District Court for the Southern District of
Florida.

The Company must also pay a civil penalty of $20,000 within 14
days of the judgment.

The final judgment resolved claims against the Company and its
former CEO, Scott Haire, in the Securities and Exchange
Commission's civil enforcement action based upon actions alleged
to have been taken in 2009.

                      About Wound Management

Fort Worth, Texas-based Wound Management Technologies, Inc.,
markets and sells the patented CellerateRX(R) product in the
expanding advanced wound care market; particularly with respect to
diabetic wound applications.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah, expressed
substantial doubt about Wound Management'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 substantial losses and has a working capital
deficit.

The Company's balance sheet at Sept. 30, 2012, showed $2.76
million in total assets, $6.36 million in total liabilities and a
$3.60 million deficit.


* Home Ownership Through LLC Means Loss of Exemption
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that owning a home through a limited liability company may
carry advantages, although LLC ownership can become a disadvantage
in bankruptcy.

The report recounts that a woman owned a home.  Before bankruptcy,
she transferred ownership to an LLC of which she was the only
member.  The LLC wasn't liable on the mortgage. The woman remained
liable to pay the mortgage.  In Chapter 7 bankruptcy, the woman
claimed a $21,000 Ohio homestead exemption in the home.

According to the report, the bankruptcy court denied the
exemption, and the Bankruptcy Appellate Panel for the Sixth
Circuit agreed in a Jan. 18 opinion by U.S. Bankruptcy Judge C.
Kathryn Preston.  The result turned on Ohio exemption law, Judge
Preston said. The Ohio statute confers the homestead exemption on
"one parcel or item of real or personal property" used as a
residence.  Judge Preston held that the Ohio Supreme Court would
rule that ownership of an LLC isn't equivalent to ownership of
real estate.  Consequently, there could be no exemption.

The case is In re Breece, 12-8018, U.S. Bankruptcy Appellate Panel
for the Sixth Circuit (Cincinnati).


* Likely Pick to Head SEC Is Veteran Prosecutor and Litigator
-------------------------------------------------------------
Jessica Holzer and Scott Patterson, writing for The Wall Street
Journal, reported that, for the first time, a former prosecutor
appears poised to be nominated as the nation's top securities
regulator.

Mary Jo White, who made her name pursuing terrorists, mobsters and
white-collar criminals as a federal prosecutor in New York, is the
Obama administration's likely pick to lead the Securities and
Exchange Commission, WSJ said, citing people familiar with the
administration's search.

WSJ pointed out that the post has recently been occupied by career
regulators, a politician, an investment banker and a top
securities lawyer.

Although Ms. White made her name as a prosecutor in the high-
profile district that includes Manhattan, for the past decade she
has worked as an attorney at the law firm Debevoise & Plimpton
LLP, where she oversees the litigation practice, WSJ related. At
Debevoise, she advised a number of large securities firms that are
regulated by the SEC, a person familiar with the matter said,
according to WSJ.

She also defended Bank of America Corp.'s former chief executive,
Kenneth Lewis, against civil securities-fraud litigation and
helped Morgan Stanley vet John Mack when it was getting ready to
name him chief executive in 2005, the report further pointed out.

As an Obama administration appointee, Ms. White would be barred
for two years from working on matters involving her former
employer or any clients she had during the two years before her
appointment, WSJ said. The pledge would prevent her from meeting
with her old law firm or former clients unless other parties are
present.

WSJ said some SEC observers are concerned that little is known
about Ms. White's views on agency policy matters, including a raft
of rules related to the Dodd-Frank financial overhaul and the 2012
JOBS Act, which eases access to capital for hedge funds and small
businesses.


* Calpers Buy-Hold Strategy Recoups $95 Billion Recession Loss
--------------------------------------------------------------
Michael B. Marois, writing for Bloomberg News, reported that the
California Public Employees' Retirement System is poised to top a
record $260 billion in assets, the market value it held before the
global financial crisis wiped out more than a third of its wealth,
by sticking with a strategy of buy-and-hold.

The largest U.S. public pension, with half of its money in
publicly traded equities, was worth $253.2 billion on Jan. 17, or
about 97 percent of the pre-recession high set in October 2007,
Bloomberg said.  The fund returned 13 percent in 2012, about the
same gain as the Standard & Poor's 500-stock index achieved,
according to the report.

"A lot of the improvements in portfolio returns is simply
reflective of the return of the market," Chief Investment Officer
Joe Dear said in an interview with Bloomberg.  "But there is still
an important lesson there, which is that when the crisis was full
on, we didn't drastically reduce our equity exposure."

Calpers isn't alone in nearing previous high marks, Bloomberg
noted. The 100 largest public pensions in the U.S. had $2.9
trillion in assets in the fourth quarter of 2007, Bloomberg added,
citing U.S. Census Bureau data. That dropped to $2 trillion in
2009 and rebounded to almost $2.8 trillion as of Sept. 30, the
report added.

The median funded status of state pensions, meaning how much money
a system has in order to pay its obligations, fell to 72 percent
in 2011 from 83 percent in 2007, according to data compiled by
Bloomberg.

Even with its gains, the Sacramento-based pension is still short
$87 billion, or about 26 percent, of meeting its long-term
commitments, and has had to ask the state and struggling cities to
contribute more, the report said. One municipality, San
Bernardino, sought bankruptcy protection, saying it can't afford
to pay $13 million it owes to Calpers, the report noted.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Jan. 24-25, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Four Seasons Hotel Denver, Denver, Colo.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 7-9, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Involvency Symposium
         Eden Roc Renaissance, Miami Beach, Fla.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 17-19, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Advanced Consumer Bankruptcy Practice Institute
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact:  1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact:  1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact:  1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Nov. 25, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:  240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:  1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Dec. 10, 2012



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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