TCR_Public/131004.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, October 4, 2013, Vol. 17, No. 275

                            Headlines

10 WHITAKER STREET: Voluntary Chapter 11 Case Summary
3616 ASSOCIATES: Case Summary & 3 Largest Unsecured Creditors
AGFEED INDUSTRIES: Equity Committee Can Employ Gavin/Solmonese
AIRTRONIC USA: Bankruptcy Court Confirms Amended Ch. 11 Plan
ALLIANT TECHSYSTEMS: Fitch Affirms 'BB+' Long-Term Ratings

ALLY FINANCIAL: Christopher Halmy Named New CFO
ALLY FINANCIAL: Moody's Reviews Ratings for Possible Upgrade
AMERICAN AIRLINES: AFA Calls on Cuccinelli to Withdraw From Merger
BANK OF AMERICA: Significantly Shrinks Delinquent Loan Portfolio
BEAZER HOMES: Sells $200 Million Senior Notes

BELLMONT TERRACE: Case Summary & 20 Largest Unsecured Creditors
BOART LONGYEAR: Moody's Confirms 'B2' Corp. Family Rating
BONTEN MEDIA: Moody's Assigns Caa1 CFR & B1 1st Lien Loans Rating
BUILDING MATERIALS: S&P Assigns 'B' CCR & Rates $250MM Notes 'B-'
BY INVITATION ONLY: Voluntary Chapter 11 Case Summary

CAESARS ENTERTAINMENT: Credit Suisse Buys 10MM Shares for $194MM
CANCER GENETICS: Provides Business Updates to Shareholders
CHINA GINSENG: Delays Form 10-K for Fiscal 2013
COSTA BONITA: Court Denies Motion to Dismiss Case
DESIGNLINE CORPORATION: Hires Nelson Mullins as Counsel

DETROIT, MI: Risks Remain for Future Payment of Water/Sewage Debt
DETROIT, MI: S&P Lowers Tax General Oligation Bonds to 'D'
DIGERATI TECHNOLOGIES: LBB & Assoc. Denied as Accountants
DTF CORP: Files First Amended Disclosure Statement
ECO BUILDING: Authorized Common Shares Hiked to 2 Billion

ECOTALITY INC: Can Employ Parker Schwartz as Bankruptcy Counsel
EL POLLO LOCO: Moody's Cuts New 2nd Lien Term Loan Rating to Caa2
EL POLLO LOCO: S&P Lowers Rating on New $205MM Loan to 'B-'
ENOVA SYSTEMS: Settles Lawsuit with Arens Controls
EXCEL MARITIME: Sec. 341 Meeting Rescheduled to Oct. 15

FIRST SOUND: Released From Regulatory Consent Order
FLUX POWER: Delays Form 10-K for Fiscal 2013
FURNITURE BRANDS: Enters Into Purchase Agreement with KPS Capital
FURNITURE BRANDS: Hires Paul Hastings as Lead Counsel
FURNITURE BRANDS: Can Employ Young Conaway as Delaware Counsel

FURNITURE BRANDS: Can Employ Epiq as Administrative Advisor
FURNITURE BRANDS: Files Schedules of Assets and Liabilities
GAMING & LEISURE: S&P Assigns 'BB+' CCR; Outlook Stable
GASTON STREET: Voluntary Chapter 11 Case Summary
GENESIS CHRISTIAN: Case Summary & 20 Largest Unsecured Creditors

GMX RESOURCES: Enters Into Plan Support Agreement
GROEB FARMS: Case Summary & 20 Largest Unsecured Creditors
HERFF JONES: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable
HOSTESS BRANDS: Hilco Real Estate Completes Sale of Old HB Assets
HOWARD DALE: Court Puts Injunction, Receivership on Properties

IMPLANT SCIENCES: Incurs $27.3 Million Net Loss in Fiscal 2013
INFINIA CORP: Seeks Authority to Obtain $6-Mil. in DIP Loans
INFINIA CORP: Needs to Use Cash to Continue Operations
INFINIA CORP: Seeks to Sell Assets to Lender
INFINIA CORP: Employs Parsons Kinghorn as Bankruptcy Counsel

INFINIA CORP: Taps Rocky Mountain Advisory as Accountants
INFINIA CORP: Taps Hamilton Clark as Financial Advisor & Banker
INFINIA CORP: Hires Fenwick & West as Special Counsel
ISAACSON STEEL: Files Plan to Incorporate Global Settlement
J.C. PENNEY: Fitch Cuts Issuer Default Ratings to 'CCC'

JEFFREY A PROSSER: Dist. Ct. Dismisses FirstBank Foreclosure Suit
K-V PHARMACEUTICAL: Appoints Joe Mahady as Chairman of the Board
KEOWEE FALLS: Oct. 24 Hearing on Final Decree Closing Ch.11 Case
KEYUAN PETROCHEMICALS: Incurs $497,000 Net Loss in Second Quarter
LANDAUER HEALTHCARE: Court Extends Deadline to Use Cash Collateral

LIBERATOR INC: Incurs $288,000 Net Loss in Fiscal 2013
LIGHTSQUARED INC: Bankruptcy Judge Approves Bidding Procedures
LONGVIEW POWER: Cash Collateral Hearing Adjourned to Oct. 21
LONGVIEW POWER: Can Hire Denton US as Counsel in Kvaerner Matter
LONGVIEW POWER: Ernst & Young Approved as Tax Advisor

LONGVIEW POWER: Has Until Oct. 29 to File Schedules and Statements
MARANI BRANDS: Suspending Filing of Reports with SEC
MICHAEL BAKER: Moody's Assigns 'B2' CFR, Outlook Stable
MISSION NEW ENERGY: Financial Results Update
MOMENTIVE SPECIALTY: Geoffrey Manna Elected to Board

NIRVANIX INC: Case Summary & 20 Largest Unsecured Creditors
NUTRIOM LLC: Case Summary & 20 Largest Unsecured Creditors
OCEAN 4660: Ch.11 Trustee's Right to Use Cash to Expire Oct. 4
ODYSSEY PICTURES: Delays Form 10-K for Fiscal 2013
OGX PETROLEO: Missed Crucial $44.5-Mil. Bond Payment

PARKWAY ACQUISITION: Files Chapter 11 Plan to Sell Assets
PENN NATIONAL: S&P Lowers Corp. Credit Rating to 'BB-'
PHARMACEUTICAL RESEARCH: Moody's Corrects Text on Aug. 30 Release
PLANDAI BIOTECHNOLOGY: Incurs $2.9 Million Net Loss in 2013
PMC MARKETING: PREPA Not Entitled to Prepetition Expense

PRECISION OPTICS: Swings to $1.8 Million Net Loss in Fiscal 2013
PRESSURE BIOSCIENCES: Richard Thomley Named Acting CFO
PROGRESSIVE SOLUTIONS: Moody's Assigns 'B2' Corp. Family Rating
RAINBOW SPRINGS: Case Summary & 6 Unsecured Creditors
REDHILL PLAZA: Case Summary & 12 Unsecured Creditors

REVLON CONSUMER: CEO Transition No Effect on Moody's Rating
RICEBRAN TECHNOLOGIES: To Issue $15 Million Common Shares
RITE AID: Green Equity Held 4.4% Equity Stake at Oct. 1
SAINT ANNE RETIREMENT: Fitch Affirms 'BB+' Rating on $20.4MM Bonds
SPENCER NADLAN: Voluntary Chapter 11 Case Summary

STELERA WIRELESS: Auction For FCC Licenses Set on Nov. 20
TENET HEALTHCARE: Fitch Affirms 'B' Issuer Default Rating
TRANS ENERGY: Amends Annual Reports in Response to Comments
TRANS ENERGY: Presented at IPAA Investment Symposium
TRANSGENOMIC INC: P. Kinnon Named President, CEO and Director

TRIBUNE CO: Former Executive Sentenced to 2 Years for Theft
TSC SIEBER: Judgment in Escana Interpleader Suit Affirmed
TUOMEY HEALTHCARE: S&P Lowers Rating on Revenue Bonds to 'CCC'
UNI-PIXEL INC: UniBoss Sensor Film Rebranded as InTouch Sensors
UNITED AMERICAN: Delays Form 10-K for Fiscal 2013

USG CORP: Modine Manufacturing CEO Elected to Board
USMART MOBILE: Chief Operating Officer Quits
VALENCE TECHNOLOGY: Hearing on Amended Plan Approval on Oct. 30
VHGI HOLDINGS: Unit Files for Chapter 11 in Indiana
VIGGLE INC: Draws Down $2 Million Under New Credit Facility

VIGGLE INC: R. Sillerman Held 82.6% Equity Stake at Sept. 16
VILLAGE AT KNAPP'S: Wants to Hire John Huizinga as Accountants
VILLAGE AT KNAPP'S: First Community Bank Denied Stay Relief
VISCOUNT SYSTEMS: Issues 21.654 Series A Conv. Preferred Shares
VISUALANT INC: Obtains Favorable Decision vs. Ascendiant

WA INVESTMENTS: Voluntary Chapter 11 Case Summary
WASHINGTON MUTUAL: Receiver Fights Golden Parachutes
WATERFRONT OFFICE: Can Access Cash Collateral Until Oct. 31
WATERFRONT OFFICE: Files Second Amended Plan of Reorganization
WATERFRONT OFFICE: DG-Hyp Files 2nd Amended Plan of Reorganization

WAVE HOUSE: Court Confirms 1st Amended Plan
WM SIX FORKS: Court Pegs 2nd Quarter Fee at $30,000
WORLD SURVEILLANCE: Chairman of the Board Quits
WOUND MANAGEMENT: Inks Shipping Agreement with WellDyne
WPCS INTERNATIONAL: Unit to Sell Pride Group for $1.4 Million

WPCS INTERNATIONAL: To Sell Australia Operations for $1.4-Mil.
YANGAROO INC: Completes Financing and Debt Restructuring
YNOT LLC: Vantage South Bank Wins Ch.7 Conversion Bid
ZALE CORP: Files Form 10-K, Posts $10MM Net Earnings in 2013
ZBB ENERGY: Incurs $12.5-Mil. Net Loss in Fiscal 2013

Z TRIM HOLDINGS: Files Copy of Investor Presentation with SEC

* U.S. Treasury Says Mere Prospect of Default Endangers Economy
* BigLaw Braces for Revenue Hit in Federal Shutdown
* CFTC Enforcement Chief to Leave
* Citi to Pay Freddie Mac $395 Million Over Mortgages
* Fannie Mae Bond Deal in the Works

* Government Shuts Down as Congress Misses Deadline
* JPMorgan Talks Said to See Possible $11 Billion Settlement
* JPMorgan, Citigroup Lose Bid to Throw Out FDIC Lawsuit
* JPMorgan Employee Said to Be Cooperating in RMBS Probe
* Lindquist Snags Former Wells Fargo Atty, Bankruptcy Pro

* SEC Official Says Pension Disclosures Remain Under Scrutiny
* Treasury Loses Big on TARP Investments in Bankruptcy
* U.S. Government Heads Toward Shutdown
* U.S. Loan Delinquency Rate Down 34% in August, LPS Report Shows
* Volcker Rule Costs Tallied as U.S. Regulators Press Deadline

* Wells Fargo in $869 Million Settlement with Freddie Mac
* Student-Loan Defaults Rise in U.S. as Borrowers Struggle
* Rising Rates May Affect Interest Expense of Lower-Rated Cos.
* Energy Future, OGX May Push 4Q High Yield Default Rate to 3.5%

* AlixPartners Congratulates Koch Induction Into TMA Hall of Fame
* Lorie Beers Joins Conway MacKenzie as Senior Managing Director

* BOOK REVIEW: The ITT Wars: An Insider's View of Hostile
               Takeovers

                            *********

10 WHITAKER STREET: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: 10 Whitaker Street, LLC
        10 Whitaker Street
        Savannah, GA 31401

Case No.: 13-41833

Chapter 11 Petition Date: October 1, 2013

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: James McCallar, Jr., Esq.
                  MCCALLAR LAW FIRM
                  P. O. Box 9026
                  Savannah, GA 31412
                  Tel: 912-234-1215
                  Fax: 912-236-7549
                  Email: mccallar@mccallarlawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jeff Notrica, managing member.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


3616 ASSOCIATES: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 3616 Associates, LLC
        14577 Big Basin, Suite 2A
        Saratoga, CA 95070

Case No.: 13-55244

Chapter 11 Petition Date: October 2, 2013

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Hon. Arthur S. Weissbrodt

Debtor's Counsel: David S. Henshaw, Esq.
                  HENSHAW LAW OFFICE
                  1871 The Alameda #333
                  San Jose, CA 95126
                  Tel: (408) 533-1075
                  Email: david@henshawlaw.com

Total Assets: $1.46 million

Total Liabilities: $2.45 million

The petition was signed by Jeff Wyatt, managing member.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/canb13-55244.pdf


AGFEED INDUSTRIES: Equity Committee Can Employ Gavin/Solmonese
--------------------------------------------------------------
The Official Committee of Equity Security Holders appointed in the
Chapter 11 cases of AgFeed USA, LLC, et al., sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain Gavin/Solmonese LLC as financial advisor.

The current hourly rates of the primary members of the firm are:

   Edward T. Gavin, CTP                $600
   Wayne P. Weitz                      $475
   Ross B. Waetzman                    $375

The firm will also be reimbursed for any necessary out-of-pocket
expenses.

Mr. Gavin, a managing director and founding partner of
Gavin/Solmonese LLC, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Equity Committee's.

                   About AgFeed Industries

AgFeed Industries, Inc., and its affiliates filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case No. 13-11761) on July 15, 2013, with a deal to sell most of
its subsidiaries to The Maschhoffs, LLC, for cash proceeds of
$79 million, absent higher and better offers.  The Debtors
estimated assets of at least $100 million and debts of at least
$50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

A three-member official committee of equity security holders was
also appointed to the Chapter 11 cases.  The Equity Committee
tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf
as co-counsel.


AIRTRONIC USA: Bankruptcy Court Confirms Amended Ch. 11 Plan
------------------------------------------------------------
Global Digital Solutions, Inc. on Oct. 3 disclosed that on
October 2, 2013, the United States Bankruptcy Court for the
Northern District of Illinois, Eastern Division, confirmed the
amended chapter 11 bankruptcy reorganization plan submitted by the
company's planned merger partner, Airtronic USA, Inc.  A strong
majority of Airtronic's creditors voted in favor of the Plan.

"We're very pleased about the court's ruling and we congratulate
the Airtronic team for reaching this important milestone," said
GDSI's President and CEO Richard J. Sullivan.  "This ruling
signals a major turning point in the evolution of both GDSI and
Airtronic.  It's been a long process getting to this point, but we
think the wait will prove to be worthwhile.  We're eager to
complete the merger process in the near future and to move forward
in implementing our global growth strategy."

Now that the Plan has been confirmed by the court, GDSI will be
able to complete its acquisition of Airtronic.  Airtronic's
bankruptcy case will be dismissed upon the consummation of the
Plan -- which includes completion of the merger with GDSI -- and
Airtronic will be capitalized with adequate working capital to
compete effectively as an innovative leader in small arms
manufacturing.

"We're very grateful that the court has confirmed our
reorganization Plan and that we can now proceed to finalize the
merger and have the bankruptcy case dismissed," said
Dr. Merriellyn Kett, Airtronic's President and CEO who will
continue serving as the company's CEO after the merger between
GDSI and Airtronic is finalized.  "This is a major step forward
that will allow the talented Airtronic team to focus on serving
customer needs and growing the company."

               About Global Digital Solutions, Inc.

Global Digital Solutions -- http://www.gdsi.co-- is positioning
itself as a leader in providing small arms manufacturing,
complementary security and technology solutions and knowledge-
based, cyber-related, culturally attuned social consulting in
unsettled areas.

                    About Airtronic USA, Inc.

Airtronic -- http://www.Airtronic.net-- is an electro-mechanical
engineering design and manufacturing company.  It provides small
arms and small arms spare parts to the U.S. Department of Defense,
foreign militaries, and the law enforcement market.  The company's
products include grenade launchers, rocket propelled grenade
launchers, grenade launcher guns, flex machine guns, grenade
machine guns, rifles, and magazines.  Founded in 1990, the company
is based in Elk Grove Village, Illinois.

On May 16, 2012, the voluntary petition of Airtronic, Inc. for
liquidation under Chapter 7 was converted to a Chapter 11
reorganization.  The company had filed for chapter 7 bankruptcy on
March 13, 2012.


ALLIANT TECHSYSTEMS: Fitch Affirms 'BB+' Long-Term Ratings
----------------------------------------------------------
Fitch Ratings has removed the ratings for Alliant Techsystems,
Inc. (ATK) from Rating Watch Negative and affirmed the long-term
ratings at 'BB+'. The ratings were placed on Negative Watch on
Sept. 5 2013 following the company's announcement that it had
agreed to acquire Bushnell Group Holdings, Inc. (Bushnell) from
MidOcean Partners for approximately $1 billion. The Rating Outlook
is Stable.

The Bushnell transaction is expected to close sometime in the
third or fourth quarter of fiscal 2014 ending March 30, 2014,
subject to regulatory approval. ATK plans to fund the acquisition
cost almost entirely with debt. Fitch's ratings currently cover
approximately $1.3 billion of debt and will cover approximately
$2.3 billion of long- and short-term borrowings, giving effect to
indebtedness expected to be incurred in connection with the
Bushnell acquisition. The ratings affirmations reflect Fitch's
view that ATK has the cash-generating ability to reduce post-
acquisition leverage to levels consistent with a 'BB+' rating
within 12-15 months of the closing of the acquisition.

Key Rating Drivers

Fitch's primary credit concern is the timing of ATK's return to
stronger financial metrics, which could be negatively affected by
the risk of sequestration and an economic downturn in the sporting
goods industry constraining the company's ability to reduce
leverage as anticipated. This concern is mitigated by ATK's solid
margins and strong cash flow. Fitch expects ATK to continue making
significant pension plan cash contributions and deploy its cash
toward moderate share repurchases and dividends, while deploying
all remaining free cash toward reducing the debt incurred in
connection with the Bushnell acquisition.

Fitch is also concerned with the integration risk of the Bushnell
acquisition. The integration risk is heightened by an on-going
integration of Savage Sports Corporation (Savage), a $315 million
acquisition in the first quarter of fiscal 2014.

Fitch estimates the issuance of debt associated with the
acquisition will increase ATK's debt/EBITDA to approximately 3.8x
immediately following the issuance and not taking into account
Bushnell's and Savage's pro forma financials. At June 30, 2013,
ATK's debt/EBITDA was 2.3x, up from 1.8x at the end of fiscal 2013
due to the $200 million draw on its revolving facility to fund the
Savage acquisition and on-going operations. Including the pro
forma EBITDA impact from the acquisitions and some debt reduction,
Fitch expects ATK could reduce its leverage to 3.0x or slightly
lower by the end of its fiscal 2014.

Fitch's other concerns include risks to core defense spending
during and after fiscal 2014, including sequestration risk, an
anticipated decline in small-caliber ammunition demand and lower
contract rates which resulted from the renewal of the Lake City
operating contract in fiscal 2013, and lower modernization
activities at Lake City. Fitch is also concerned with the low
funded status of ATK's pension (77% funded); NASA funding
priorities after fiscal 2013; and exposure to significant margin
fluctuations in ATK's Sporting Group.

Following the Bushnell acquisition, ATK will be highly exposed to
a downturn in the sporting goods industry as the Sporting Group
will account for more than 40% of its revenues. Fitch does not
expect ATK to make other large acquisitions in the near future,
and possible debt-funded acquisitions would represent a rating
risk and are likely to result in negative rating action.

ATK's ratings and Stable Outlook are supported by Fitch's
expectations that the company will be able to de-lever rapidly and
reach approximately 2.5x - 2.7x leverage by the end of fiscal
2015. The ratings are also supported by positive free cash flow
(FCF; cash from operations less capital expenditures and
dividends); an increase in higher margin commercial sales; an
expected diversification of revenue sources from the Bushnell and
Savage acquisitions; steady margins which are projected to
increase slightly in fiscal 2014 driven by the strength of
Sporting Group; adequate liquidity; and ATK's role as a sole
source provider for many of its products to the U.S.

The Bushnell and Savage acquisitions complement ATK's strong
position within the sporting goods industry by enabling the
company to diversify into different product types. Savage offers
ATK an opportunity to enter the firearm manufacturing segment,
providing the company with opportunities to leverage its
accessories business and with strong distribution channels. The
Bushnell acquisition diversifies ATK's current portfolio of
sporting goods accessories and sports optics. It also provides an
entry to the performance and safety eyewear market. Additionally,
the acquisitions will decrease ATK's exposure to U.S. government
spending and will increase its commercial and international
presence.

Rating Sensitivities

Fitch does not expect to take positive rating actions over the
next several years, as ATK will gradually reduce its leverage.
Fitch may take a negative rating action if ATK's debt reduction
pace is significantly slower than currently anticipated due to
insufficient cash generation to reduce leverage to the 2.5x - 2.7x
range by the end of fiscal 2015. Further negative rating actions
could be expected if the company completes another debt-funded
acquisition.

Fitch removes ATK's ratings from Rating Watch Negative and affirms
the ratings as follows:

-- Long-term IDR at 'BB+';
-- Senior secured bank facility at 'BBB-';
-- Convertible senior subordinated notes at 'BB';
-- Senior subordinated notes at 'BB'.

The Rating Outlook is Stable.


ALLY FINANCIAL: Christopher Halmy Named New CFO
-----------------------------------------------
Chief Financial Officer James Mackey notified Ally Financial Inc.
that he would depart the company for another career opportunity,
effective Nov. 8, 2013.

Ally subsequently appointed Christopher Halmy, corporate
treasurer, as chief financial officer, effective Nov. 8, 2013.
Mr. Halmy will report to Jeffrey Brown, senior executive vice
president of finance and corporate planning, and have
responsibility for the oversight of the finance and treasury
activities at the company.

Mr. Halmy, 45, joined Ally in 2009 as the structured funding
executive and was named corporate treasurer in 2011.  In that
role, Mr. Halmy had responsibility for the oversight of all
treasury activities, including funding and balance sheet
management.  Prior to joining Ally, Mr. Halmy served in a number
of treasury positions at Bank of America, and prior to that, he
held treasury, finance and accounting positions at MBNA America,
N.A., Merrill Lynch & Co., JP Morgan & Co. and Deloitte & Touche.
Mr. Halmy is also a certified public accountant.

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake.  Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.

Ally Financial Inc. reported net income of $1.19 billion for the
year ended Dec. 31, 2012, as compared with a net loss of $157
million during the prior year.  As of June 30, 2013, the Company
had $150.62 billion in total assets, $131.46 billion in total
liabilities and $19.16 billion in total equity.


ALLY FINANCIAL: Moody's Reviews Ratings for Possible Upgrade
------------------------------------------------------------
Moody's Investors Service is reviewing the long-term ratings of
Ally Financial Inc. and its subsidiaries for possible upgrade,
including Ally's B1 corporate family and senior unsecured ratings.
Moody's affirmed the Not Prime short term ratings of Ally and its
subsidiaries.

Rationale

Moody's review of Ally's long-term ratings is based on reduced
uncertainty regarding the extent of Ally's contingent exposures
relating to bankrupt subsidiary Residential Capital LLC (ResCap),
expected improvement in the quality of Ally's capital, and Ally's
efforts to strengthen financial performance. Moody's will also
consider Ally's continued transition to deposit funding through
its subsidiary Ally Bank, including the positive effects of this
on funding and liquidity as well as the negative structural
subordination implications for senior creditors at the Ally parent
level.

Ally has made significant progress distancing itself from ResCap's
obligations, including reaching a settlement with ResCap and its
creditors that would eliminate most of Ally's ResCap-related
contingent liabilities in consideration for a $2.1 billion payment
to the creditors. The settlement is a central component of
ResCap's bankruptcy plan, which is currently pending creditor
approval. The bankruptcy court is due to review and potentially
confirm the plan on November 19. A conclusion of the ResCap
bankruptcy without meaningful additional cost to Ally would be a
positive for the firm's credit profile, as Ally's exposure to
ResCap has been a key rating constraint.

With respect to the quality of its capital, Ally plans to issue $1
billion shares of common stock in a private placement and
repurchase $5.7 billion of mandatorily convertible preferred (MCP)
securities held by the US Treasury. The transactions would improve
the quality of Ally's capital by replacing the MCP's hybrid equity
(25% under Moody's methodology), which regulators don't consider
as Tier 1 common capital, with common shares. The repurchase would
also eliminate the MCP's 9% dividend, an annual outlay of $530
million based on the MCP's $5.9 billion par value, thereby
increasing Ally's retained earnings and reducing its total cost of
capital. To proceed, Ally must obtain the Federal Reserve's
approval, which includes a review of its recently resubmitted
capital plan, and conclude the transactions by November 30.

Ally has also steadily improved operating performance in its core
auto finance business over the past several quarters. The firm's
net interest margin has increased, primarily reflecting declines
in cost of funds. Ally's liability management actions and further
transition to deposit funding should continue to reduce funding
costs, but growing competition for auto loans is pressuring loan
yields. During the rating review, Moody's will assess Ally's
prospects for improved risk-adjusted profitability, considering
the firm's beneficial actions to further reduce funding costs and
operating expenses, the increased competitive pricing landscape,
and trends in the mix and risk characteristics of Ally's loan and
lease originations.

Ally has continued to expand and strengthen its bank subsidiary,
Ally Bank, which at June 30 comprised over 60% of Ally's
consolidated total assets of $151 billion. Ally Bank has achieved
good brand recognition, established a relatively stable online
deposit base, and expanded its suite of product offerings. While
growth of the bank has diversified and lowered the cost of Ally's
funding, the transition of earning assets into the bank
structurally subordinates senior unsecured creditors of the parent
to the depositors of the bank. As a partial offset, the parent
company has reduced leverage and maintains a solid liquidity
profile. During the ratings review, Moody's will assess the degree
of structural subordination of Ally's parent senior unsecured
creditors relative to creditors and depositors of Ally Bank,
taking into consideration continued growth of the bank, the
relative priority of parent and bank obligations, and asset
coverage and alternate liquidity at both the bank and parent
levels.

Ally Financial Inc. is a provider of automotive financial services
with $151 billion in total assets at June 30, 2013. Ally Bank,
with total assets of $92 billion, offers a variety of savings and
checking account products.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.

On review for possible upgrade:

Ally Financial Inc.:

  Corporate family rating, placed on review for possible upgrade,
  currently B1

  Issuer rating, placed on review for possible upgrade, currently
  B1

  Senior unsecured, placed on review for possible upgrade,
   currently B1

  Senior unsecured Medium-Term Note program, placed on review for
  possible upgrade, currently (P)B1

  Senior unsecured shelf, placed on review for possible upgrade,
  currently (P)B1

  Subordinate debt, placed on review for possible upgrade,
  currently B2

  Preferred stock, placed on review for possible upgrade,
  currently a range of Caa1 to B3

GMAC Capital Trust I:

  Preferred Stock, placed on review for possible upgrade,
  currently B3

GMAC International Finance B.V.:

  Senior Unsecured, placed on review for possible upgrade,
  currently B1

  Senior unsecured Medium-Term Note program, placed on review for
  possible upgrade, currently a range of (P)NP to (P)B1


AMERICAN AIRLINES: AFA Calls on Cuccinelli to Withdraw From Merger
------------------------------------------------------------------
Association of Professional Flight Attendants on Oct. 3 disclosed
that in the wake of Tuesday's announcement by Texas Attorney
General Greg Abbott that he would withdraw from the lawsuit to
block the merger of American Airlines and US Airways, the flight
attendants at American are calling on Ken Cuccinelli and attorneys
general from five other states to do the same.

"Anyone standing in the way of the merger is also standing in the
way of hard-working Virginians.  Ken Cuccinelli is trying to kill
this deal at the expense of thousands of airline workers in his
state," said APFA President Laura Glading.  "I'm not sure why he
joined the suit in the first place. If he had given it more
careful consideration he would have arrived at a different
decision.  He didn't do his homework.  On behalf of Virginia's
flight attendants and their families, I'm calling on General
Cuccinelli to rectify his mistake."

Unable to compete with United and Delta, which had recently merged
with Continental and Northwest, respectively, American Airlines
was forced into Chapter 11 bankruptcy in November of 2011.  It is
clear that in order for American to be competitive, it needs to
merge with US Airways.  The merger plan has had the strong support
of employees at both companies since its inception.
Unfortunately, the US Department of Justice and attorneys general
from seven states and the District of Columbia filed an eleventh-
hour lawsuit to block the merger in August of this year.

The new American Airlines will offer consumers more destinations
and a better product.  It will also give flyers a third choice --
in addition to Delta and United -- for their travel needs.  The
merger will also provide job security for approximately 100,000
employees nationwide, many of whom live in Virginia.

"There are thousands of Virginians depending on this merger. For
them, finalizing the deal could mean the difference between good
middle class job security and layoffs," Ms. Glading said.
"General Cuccinelli should be on the side of Virginia jobs, not
the Holder Justice Department."

                             About APFA

The Association of Professional Flight Attendants, founded in
1977, represents the more than 16,000 active flight attendants at
American Airlines.  Laura Glading is serving her second four-year
terms as president.

                     About 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.

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.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.

The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways.  By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.  The
plan confirmation order means that if AMR and US Airways win the
Justice Department lawsuit or settle with the government, the
merger plan can go into effect.

The antitrust suit is U.S. v. US Airways Group Inc., 13-cv-1236,
U.S. District Court, District of Columbia (Washington).

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)


BANK OF AMERICA: Significantly Shrinks Delinquent Loan Portfolio
----------------------------------------------------------------
Bank of America has reduced its loan servicing portfolio by almost
half since 2010 through the use of sub-servicing arrangements and
sales of mortgage servicing rights, says Moody's Investors Service
in a Servicer Report published on Oct. 2, 2013.

Bank of America in 2010 decided to shed its portfolio of high-risk
loans. At the end of 2010 it identified 6.5 million of the 13
million mortgage loans in its servicing portfolio as high risk and
targeted these loans for sale and subservicing.

"This strategy significantly changes Bank of America's servicing
operations," said Moody's Assistant Vice President and author of
the report Gene Berman. "It involves cutting staff levels and
closing or consolidating servicing sites."

As of August 31, the servicing portfolio totaled around 6.7
million loans with an unpaid principal balance of approximately
$910.1 billion, a significant decline from the last review when it
serviced around 10.5 million loans with an unpaid principal
balance of $1.5 trillion as of 31 August 2012. It has already
significantly reduced its employee roster (full-time, contract and
vendor) to 42,000, down from its peak of 59,000 employees.

Bank of America has 33 servicing locations, including 8 vendor
sites, in 13 states, down from 51 locations in our last review,
and may eliminate other sites or transition them to origination
platforms. Vendor relationships have not escaped the cuts either;
the bank now outsources 25% of its primarily early-stage
collections activity, down from a peak of 70%. Its use of single
point of contacts to coordinate loss mitigation activities has
also fallen to just under 2,000, from 9,000 in November 2012.

"Bank of America has executed on its strategy thus far, and if it
continues its efforts, will no longer be a major servicer of
delinquent loans," said Mr. Berman.


BEAZER HOMES: Sells $200 Million Senior Notes
---------------------------------------------
Beazer Homes USA, Inc., issued and sold $200 million aggregate
principal amount of its 7.500 Percent Senior Notes due 2021
through a private placement to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as
amended, and outside the United States pursuant to Regulation S
under the Securities Act.  The Notes were initially sold pursuant
to a purchase agreement, dated Sept. 25, 2013, among the Company,
the wholly-owned subsidiaries named as guarantors therein and
Credit Suisse Securities (USA) LLC.

Interest on the Notes is payable semi-annually in cash in arrears
on March 15 and September 15 of each year, commencing March 15,
2014.  The Notes will mature on Sept. 15, 2021.

The Notes were issued under an Indenture, dated as Sept. 30, 2013,
among the Company, the Guarantors and U.S. Bank National
Association, as trustee.  The Indenture contains covenants which,
subject to certain exceptions, limit the ability of the Company
and its restricted subsidiaries to, among other things, incur
additional indebtedness, including secured indebtedness, and make
certain types of restricted payments.  The Indenture contains
customary events of default.  Upon the occurrence of an event of
default, payments on the Notes may be accelerated and become
immediately due and payable.

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

                        http://is.gd/cWPN8l

                         About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

Beazer Homes incurred a net loss of $145.32 million for the fiscal
year ended Sept. 30, 2012, a net loss of $204.85 million for the
fiscal year ended Sept. 30, 2011, and a net loss of $34.04 million
for the fiscal year ended Sept. 30, 2010.  As of June 30, 2013,
the Company had $1.94 billion in total assets, $1.71 billion in
total liabilities and $227.98 million in total stockholders'
equity.

                           *     *     *

Beazer carries a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's.

In the Jan. 30, 2013 edition of the TCR, Moody's Investors Service
raised Beazer Homes USA, Inc.'s corporate family rating to 'Caa1'
from 'Caa2' and probability of default rating to 'Caa1-PD' from
'Caa2-PD'.  The ratings upgrade reflects Moody's increasing
confidence that Beazer's credit metrics, buoyed by a stregthening
housing market, will gradually improve for at least the next two
years and that the company may be able to return to a modestly
profitable position as early as fiscal 2014.

As reported by the TCR on Sept. 10, 2012, Fitch Ratings has
upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc.
(NYSE: BZH) to 'B-' from 'CCC'.  The upgrade and the stable
outlook reflect Beazer's operating performance so far this year,
its robust cash position, and moderately better prospects for the
housing sector during the remainder of this year and in 2013.  The
rating is also supported by the company's execution of its
business model, land policies, and geographic diversity.


BELLMONT TERRACE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bellmont Terrace, LLC
        PO Box 2039
        Bellingham, WA 98227

Case No.: 13-18797

Chapter 11 Petition Date: October 2, 2013

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

Debtor's Counsel: Mark B Moburg, Esq.
                  LAW OFFICE OF MARK B MOBURG, PLLC
                  2135 112th Avenue NE
                  Bellevue, WA 98004
                  Tel: 425-818-4828
                  Email: mark@moburglaw.com

Total Assets: $4.92 million

Total Liabilities: $4.42 million

The petition was signed by Derek Stebner, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wawb13-18797.pdf


BOART LONGYEAR: Moody's Confirms 'B2' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service confirmed Boart Longyear Limited's B2
corporate family rating and B2-PD probability of default rating as
well as Boart Longyear Management Pty Limited's B1 senior secured
notes rating and the B3 senior unsecured notes rating. The
Speculative Grade Liquidity rating was upgraded to a SGL-3 from a
SGL-4. The rating outlook is negative. This concludes the review
for possible downgrade initiated on August 29, 2013.

Upgrades:

Issuer: Boart Longyear Limited

Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4

Outlook Actions:

Issuer: Boart Longyear Limited

Outlook, Changed To Negative From Rating Under Review

Issuer: Boart Longyear Management Pty Limited

Outlook, Changed To Negative From Rating Under Review

Confirmations:

Issuer: Boart Longyear Limited

Probability of Default Rating, Confirmed at B2-PD

Corporate Family Rating, Confirmed at B2

Issuer: Boart Longyear Management Pty Limited

Senior Secured Regular Bond/Debenture Oct 1, 2018, Confirmed at
B1, LGD3 - 33%

Senior Unsecured Regular Bond/Debenture Apr 1, 2021, Confirmed at
B3, LGD5- 72%

The upgrade in the Speculative Grade Liquidity rating to SGL-3
acknowledges the company's improved liquidity and debt maturity
profile as well as the more manageable covenant requirements under
the company's recently concluded amendment to its revolving credit
facility and the issuance of $300 million in senior secured notes.
Proceeds from the note issue were used to reduce outstandings
under the revolving credit facility. The amendment reduces the
revolver size to a total of $140 million from $450 million,
eliminates the maximum debt-to-EBITDA covenant, adjusts the
minimum interest coverage ratio to 1.55x from 3x and adds a
minimum $30 million liquidity covenant (unrestricted cash plus
revolver availability) and a minimum asset coverage ratio covenant
of 1.25x. The amended revolver is secured up to $120 million and
provides a first priority security interest in working capital
assets (including accounts receivables and inventory) of the
issuer and its guarantor subsidiaries, and a second priority
interest in the secured notes' collateral. The remaining $20
million revolver commitment will be unsecured and reserved for the
issuance of letters of credit. We expect Boart to be able to
reduce its current excess inventory position and generate positive
working capital over the next twelve months. This together with
the company's focus on cost reduction and more modest capital
expenditures is expected to result in breakeven to modestly
negative free cash flow generation, which can be accommodated
under the amended revolving credit facility.

Ratings Rationale

The B2 Corporate Family Rating reflects the contraction in the
company's core business evidenced by the sharp pull back in
exploration and drilling expenditures as well as new capital
investments by Boart's principal end user market - the mining
industry. This is a result of the downward trend to date in 2013
in metal prices, particularly for gold and copper. These metals
accounted for roughly 42% and 20% of Boart's revenues,
respectively, during the first half of 2013. The B2 rating
recognizes the company's position as a leading global supplier of
drilling services and complementary drilling products, principally
to the mineral mining industry but also to the environmental and
infrastructure end markets.

Other rating considerations include the company's relatively small
size, and its need to invest in drilling equipment and inventory
in more robust market conditions.

Although Boart's performance through the first half of 2013 was
reasonably in line with expectations, the risk of further downward
pressure on rig utilization and backlog levels remains elevated,
likely resulting in a weaker second half of 2013 and continued
pressure on 2014 performance . We anticipate that debt-to-EBITDA
will further deteriorate over the next 12 to 18 months and will
likely exceed 7.0 times while (EBITDA minus CAPEX)-to-interest
will remain below 1.0 time, respectively. Downside risk remains
given the ongoing weakness in metal prices and likely further
rationalization by the mining industry on expenditure levels over
the intermediate term.

The rating also contemplates that the company will be able to
achieve cost savings to mitigate a portion of the negative impact
on performance from the retreat in drilling activity with its
implementation of announced cost reductions, including work force
reductions, and rationalization of planned CAPEX.

The negative outlook reflects the continued headwinds facing
Boart's business given continued weakness in the mining industry
and scale back of exploration and development activity,
particularly in the gold sector, in the face of lower prices. The
outlook considers as well the ongoing review of Boart's income tax
returns for the years 2005 through 2009 by the Canada Revenue
Agency.

Given the weakness expected in Boart's key markets over the next
twelve to eighteen months, a rating upgrade is unlikely. Downward
pressure could result should the company's fundamentals, operating
performance and liquidity position further deteriorate,
debt/EBITDA be sustained above 6x, and the company have sustained
negative free cash flow.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009. Please see the Credit
Policy page on www.moodys.com for a copy of these methodologies.

Headquartered in South Jordan, Utah, Boart Longyear is
incorporated in Australia and listed on the Australian Securities
Exchange Limited. The company provides drilling services, and
complimentary drilling products and equipment principally for the
mining and metals industries. Revenues for the twelve months ended
June 30, 2013 were $1.6 billion. Revenues in fiscal 2012 were $2
billion.


BONTEN MEDIA: Moody's Assigns Caa1 CFR & B1 1st Lien Loans Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 Corporate Family Rating
(CFR) and a Caa1-PD Probability of Default Rating (PDR) to Bonten
Media Group, Inc.'s.  Moody's also assigned B1 to the company's
1st lien senior secured revolver and 1st lien senior secured term
loan and assigned Caa2 to the 2nd lien senior secured term loan.
Proceeds from the issuance of these instruments in May 2013 were
used to refinance senior secured credit facilities and
subordinated notes. The rating outlook is positive.

Assignments:

Issuer: Bonten Media Group, Inc.

Corporate Family Rating: Assigned Caa1

Probability of Default Rating: Assigned Caa1-PD

$10 million 1st Lien Senior Secured Revolver due 2018 ($6 million
outstanding): Assigned B1, LGD2 -- 21%

$60 million 1st Lien Senior Secured Term Loan due 2018: Assigned
  B1, LGD2 -- 21%

$80 million 2nd Lien Senior Secured Term Loan due 2019: Assigned
  Caa2, LGD5 -- 76%

Outlook Actions:

Issuer: Bonten Media Group, Inc.

Outlook is Positive

Ratings Rationale

Bonten's Caa1 corporate family rating reflects a very high, 2-year
average debt-to-EBITDA ratio of 7.2x as of June 30, 2013
(including Moody's standard adjustments, 6.3x on a one year basis)
and geographic concentration. Although high, leverage has improved
with 2-year average debt-to-EBITDA ratios reducing from 11.4x at
FYE2011 and 12.9x at FYE2010 supported by a 70% increase in 2012
annual EBITDA compared to 2011 and 2010 due to strong growth in
core revenues, greater than expected political ad demand in
Montana and the Tri-Cities region, and renewed retransmission
agreements. Although improved, leverage remains high and poses
challenges for managing a business vulnerable to advertising
spending cycles. Moody's believes Bonten's lack of national scale
with less than $70 million of annual net revenues magnifies both
financial and cyclical risk as well as exposure to a
disproportionate impact from the loss of a large advertiser or a
region specific downturn, particularly in the Tri-Cities and
Eastern North Carolina markets representing 70% to 80% of cash
flow. Debt ratings are supported by the company's leading audience
and revenue share rankings in six of eight markets across diverse
network affiliations. Looking forward, we expect 2-year average
debt-to-EBITDA ratios to improve to less than 7.0x by FYE2013 and
remain under 7.0x through FYE2014, with 12 month revenues to
decrease in the low to mid single digit percentage range in 2013
given the absence of significant political revenues partially
offset by an increase in retransmission revenues. Although EBITDA
should remain above 2011 levels, we expect 2-year average margins
to decrease through the end of 2014 reflecting the impact of
increasing reverse compensation as network affiliations are
renewed. The refinancing of debt in May 2013 resulted in higher
pricing contributing to 2-yr average free cash flow remaining less
than 2% of debt balances over the next 12 months. The company has
adequate liquidity with cash balance of $3.4 million as of June
30, 2013, $4 million availability under the $10 million revolver,
and no maturities until 2018 when the 1st lien senior secured
credit facilities mature.

The positive outlook incorporates Moody's expectations that Bonten
will repay advances under the revolver over the next 12-18 months
and that core ad demand will remain steady over the next 12 months
supported by continued strength in certain sectors including
automobile and services. Total revenues will decline in FY2013 due
to the absence of significant political advertising, followed by
the return of heightened political ad demand in 2014. Moody's
believes improved operating performance will result in 2-year
average debt-to-EBITDA leverage remaining under 7.0x (including
Moody's standard adjustments) through FYE2014. The outlook
incorporates Moody's view that Bonten will generate minimal free
cash flow over the next 12 months followed by improving free cash
flow generation due to expected revenue and EBITDA growth. The
outlook does not incorporate debt financed acquisitions that would
meaningfully increase leverage ratios or distributions. Although
not likely, the positive outlook could be changed to stable or
ratings could be downgraded based on expectations for weak
liquidity or deterioration in EBITDA due to increased competition
or weak ad demand in key markets resulting in 2-year average debt-
to-EBITDA leverage being sustained above 7.0x. An upgrade in
ratings could be considered if further improvement in operating
performance or debt repayment leads to expectations for 2-year
average leverage being sustained comfortably below 6.75x
(including Moody's standard adjustments). An upgrade would also
require expectations for improved liquidity including 100%
revolver availability after existing advances are repaid in full.

The principal methodology used in this rating was the Global
Broadcast and Advertising Related Industries Methodology published
in May 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Formed in 2006 by Diamond Castle Holdings, LLC, to acquire and
operate local television stations in the US, Bonten Media Group,
Inc. owns or has joint sales agreements and shared services
agreements with 14 primary and 28 digital multicast stations (5
ABC affiliates, 4 NBC, 5 FOX, 3 Univision/UniMas, and 3 CW among
others). Stations are located in eight small and mid-sized US
markets in DMAs ranked between #96 and #196 and include those
operated via JSA/SSA agreements with Esteem Broadcasting.
Headquartered in New York, NY, net revenues for the 12 months
ended June 30, 2013 totaled $67 million.


BUILDING MATERIALS: S&P Assigns 'B' CCR & Rates $250MM Notes 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Building Materials Holding Corp.  The
outlook is stable.

At the same time, S&P assigned a 'B-' issue-level rating (one
notch lower than the corporate credit rating) to BMC's
$250 million of senior secured notes due 2018.  The recovery
rating is '5', indicating S&P's expectation of modest (10% to 30%)
recovery for lenders in the event of a payment default.

The proceeds of the notes were used to refinance its prior term
loan debt, to repay outstanding borrowings under its $125 million
asset based (ABL) revolving credit facility, and to provide cash
backing to about $44 million of standby letters of credit, as well
as to pay accrued interest and transaction fees.

"We expect end-market demand for BMC's products and services to
experience strong growth in each of the next two years due to the
expected improvement in housing starts.  As a result, we expect
credit measures will improve by the end of this year to levels
consistent with an aggressive financial risk profile.  Due to the
strong growth in housing construction, we expect the company to
rely on its $125 million ABL facility to fund working capital
growth and capital spending requirements over the next two years.
Still, we expect liquidity will remain adequate," said Standard &
Poor's credit analyst Thomas Nadramia.

Although S&P do not expect a positive rating action in the near
term given expected leverage measures and BMC's continued working
capital requirements, it could consider raising the ratings if
BMC's operating prospects during the next several quarters exceed
our current expectations, resulting in sustained maintenance of
credit measures in line with a "significant" financial risk
profile, that is, debt leverage of 3x-4x and FFO to debt greater
than 20%.  This could occur if sales increased an additional 15%
higher than S&P's expectations and profit margins increased 50
basis points from expected 2013 levels.

A downgrade would be likely to occur if BMC's liquidity were to
become constrained, due to an unexpected reversal in housing
starts (due to recessionary pressures or a large increase in
mortgage interest rates) or a material decrease in profit margins
due to increased price competition or volatile material costs that
would cause leverage to exceed 6x.


BY INVITATION ONLY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: By Invitation Only LP
        215 W. College
        Grapevine, Tx 76051

Case No.: 13-44575

Chapter 11 Petition Date: October 1, 2013

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

Judge: Hon. Russell F. Nelms

Debtor's Counsel: John J. Gitlin, Esq.
                  5323 Spring Valley Road, Suite 150
                  Dallas, TX 75254
                  Tel: (972) 385-8450
                  Fax: (972) 385-8460
                  Email: johngitlin@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The petition was signed by Thomas Crown, president and general
counsel.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


CAESARS ENTERTAINMENT: Credit Suisse Buys 10MM Shares for $194MM
----------------------------------------------------------------
Caesars Entertainment Corporation entered into an Underwriting
Agreement with Credit Suisse Securities (USA) LLC, for the sale of
10 million shares of the Company's common stock, par value $0.01
per share.  The Underwriter has agreed to purchase the common
stock from Caesars at a price of $19.40 per share, which resulted
in $194 million of proceeds to Caesars before expenses.  The
Underwriter may offer the shares of common stock from time to time
for sale in one or more transactions on the Nasdaq Global Select
Market, in the over-the-counter market, through negotiated
transactions or otherwise at market prices prevailing at the time
of sale, at prices related to prevailing market prices or at
negotiated prices.  The common shares were offered pursuant to an
effective shelf registration statement on Form S-3.  The offering
closed Oct. 1, 2013.  Pursuant to the terms of the Underwriting
Agreement, Caesars has agreed to indemnify the Underwriter against
certain liabilities, including liabilities under the Securities
Act of 1933, as amended, or to contribute to payments the
Underwriter may be required to make because of any of those
liabilities.

The Underwriter also has an option to purchase up to an additional
1.5 million shares of common stock on the same terms for 30 days
from the date of the prospectus supplement to the Registration
Statement.  On Sept. 27, 2013, the underwriter exercised that
option with respect to 340,418 shares of common stock, which were
delivered on Oct. 1, 2013, and resulted in $6.6 million of
proceeds to Caesars before expenses.

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

                        http://is.gd/9Dh9bJ

                    About Caesars Entertainment

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

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

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  As of June 30, 2013, the Company had
$26.84 billion in total assets, $27.58 billion in total
liabilities and a $738.1 million total deficit.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.

In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+'
from 'B-'.

"The downgrade reflects weaker-than-expected operating performance
in the first quarter, and our view that Caesars' capital structure
may be unsustainable over the next two years based on our EBITDA
forecast for the company," said Standard & Poor's credit analyst
Melissa Long.


CANCER GENETICS: Provides Business Updates to Shareholders
----------------------------------------------------------
Cancer Genetics, Inc., provided its shareholders with a letter
summarizing business developments. Among other things, the Company
disclosed the listing of the Company's common stock on the NASDAQ
stock exchange.  The Company also raised $23 million in the
capital markets from recent offering.  The letter is available for
free at http://is.gd/T8UhOd

                       About Cancer Genetics

Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage
diagnostics company focused on developing and commercializing
proprietary genomic tests and services to improve and personalize
the diagnosis, prognosis and response to treatment (theranosis) of
cancer.

The Company's balance sheet at June 30, 2013, showed $6.4 million
in total assets, $13.3 million in total liabilities, and a
stockholders' deficit of $6.9 million.

"The Company has suffered recurring losses from operations, has
negative working capital and a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern," according to the Company's quarterly report for the
period ended March 31, 2013.


CHINA GINSENG: Delays Form 10-K for Fiscal 2013
-----------------------------------------------
China Ginseng Holdings Inc. was unable to file its Form 10-K for
the year ended June 30, 2013, in a timely manner because the
Company was not able to complete its financial statements without
unreasonable effort or expense.

                        About China Ginseng

Changchun City, China-based China Ginseng Holdings, Inc., conducts
business through its four wholly-owned subsidiaries located in
China.  The Company has been granted 20-year land use rights to
3,705 acres of lands by the Chinese government for ginseng
planting and it controls, through lease, approximately 750 acres
of grape vineyards.  However, recent harvests of grapes showed
poor quality for wine production which indicates that the
vineyards are no longer suitable for planting grapes for wine
production.  Therefore, the Company has decided not to renew its
lease for the vineyards with the Chinese government upon
expiration in 2013 and, going forward, it intends to purchase
grapes from the open market in order to produce grape juice and
wine.

The Company reported a net loss of $3.1 million on $2.7 million of
revenues for the nine months ended March 31, 2013, compared with a
net loss of $1.1 million on $3.1 million of sales for the nine
months ended March 31, 2012.  "The net loss was primarily due to
the decreased whole sales and increased cost of sales as a
percentage of revenue and the inventory impairment," the Company
said.  The Company's balance sheet at March 31, 2013, showed $6.3
million in total assets, $6.8 million in total liabilities, and a
stockholders' deficit of $462,148.


COSTA BONITA: Court Denies Motion to Dismiss Case
-------------------------------------------------
U.S. Bankruptcy Judge Enrique S. Lamoutte has denied Asociacion de
Codomines de Costa Bonita's motion to dismiss the chapter 11 case
of Costa Bonita Beach Resort, Inc.

Judge Lamoutte said: "the overdue fees have been paid, the motion
to dismiss is hereby denied.  The court admonishes parties to
discuss differences and concerns prior to moving the court."

Patricia Varela, Esq. and Jose M. Prieto Carballo, Esq. appeared
in court during the hearing.

                        About Costa Bonita

Costa Bonita Beach Resort, Inc., owns 50 apartments at the Costa
Bonita Beach Resort in Culebra, Puerto Rico.  It filed a
bankruptcy petition under Chapter 11 of the Bankruptcy Code for
the first time (Bankr. D.P.R. Case No. 09-00699) on Feb. 3, 2009.
During this case, the Court entered an Opinion and Order finding
that the Debtor satisfied all three (3) prongs of the Single Asset
Real Estate, and, as such is a SARE case subject to 11 U.S.C. Sec.
362(d)(3). The Court also entered an Order modifying the automatic
stay to allow creditor DEV, S.E., to continue in state court
proceedings for the removal of the illegal easement and the
restoration of DEV, S.E.'s land to its original condition by the
Debtor.  The first bankruptcy petition was dismissed on May 10,
2011 on the grounds that the Debtor failed to comply with an April
21, 2011 Order and the Debtor's failure to maintain adequate
insurance.  The case was subsequently closed on Oct. 11, 2011.

Costa Bonita Beach Resort filed a second bankruptcy petition
(Bankr. D.P.R. Case No. 12-00778) on Feb. 2, 2012, in Old San
Juan, Puerto Rico.  In the 2012 petition, the Debtor said assets
are worth $15.1 million with debt totaling $14.2 million,
including secured debt of $7.8 million.  The apartments are valued
at $9.6 million while a restaurant and some commercial spaces at
the resort are valued at $3.67 million.  The apartments serve as
collateral for the $7.8 million while the commercial property is
unencumbered.

Bankruptcy Judge Enrique S. Lamoutte presides over the 2012 case.
Charles Alfred Cuprill, Esq., serves as counsel in the 2012 case.
The petition was signed by Carlos Escribano Miro, president.


DESIGNLINE CORPORATION: Hires Nelson Mullins as Counsel
-------------------------------------------------------
DesignLine Corporation asks the U.S. Bankruptcy Court for
permission to employ Nelson Mullins Riley & Scarborough LLP as
bankruptcy counsel.

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

   a) prepare all necessary petitions, motions, applications,
      orders, reports, and papers necessary to commence the
      chapter 11 cases;

   b) advise the Debtors of their rights, powers, and duties as
      debtors and debtors in possession under chapter 11 of the
      Bankruptcy Code;

   c) prepare on behalf of the Debtors all motions, applications,
      answers, orders, reports, and papers in connection with
      the administration of the Debtors' estates.

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

The Debtors propose to pay NMRS its customary hourly rates in
effect from time to time.  Prior to the Petition Date, NMRS has
not received any retainer or advance payment to act as counsel in
these chapter 11 cases.

                          About DesignLine

DesignLine Corporation is a manufacturer of coach, electric and
range-extended electric (hybrid) buses founded in Ashburton, New
Zealand in 1985.  It was acquired by American interests in 2006,
and DesignLine Corporations' headquarters was relocated to
Charlotte, North Carolina.  DesignLine Corporation is no longer
affiliated with the DesignLine operations in New Zealand, which
was placed in liquidation in 2011

DesignLine Corporation and DesignLine USA LLC originally sought
Chapter 11 protection with the U.S. Bankruptcy Court for the
District of Delaware, with Lead Case Nos. 13-12089 and 13-12090,
on Aug. 15, 2013.  Katie Goodman signed the petitions as chief
restructuring officer.  The Debtors estimated assets and debts of
at least $10 million.  On Sept. 5, 2013, the case was transferred
to the U.S. Bankruptcy Court for the Western District of North
Carolina, under Case Nos. 13-31943 and 13-31944.

Mark D. Collins, Esq., and Michael Joseph Merchant, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' counsel.
Terri L. Gardner, Esq., at Nelson Mullins Riley & Scarborough,
LLP, is the Debtors' general bankruptcy counsel.  The Debtors'
financial advisor is GGG Partners LLC.

A five-member unsecured creditors panel has been appointed in the
Debtors' cases.  Moon Wright & Houston PLLC and Benesch,
Friedlander, Coplan & Aronoff LLP are co-counsel to the Committee.


DETROIT, MI: Risks Remain for Future Payment of Water/Sewage Debt
-----------------------------------------------------------------
Moody's Investors Service says the City of Detroit acted as the
rating agency expected when on October 1 it defaulted on its
general obligations and continued to make full and timely payment
on its Department of Water and Sewage revenue bonds. Moody's says
the full payment of the water and sewage debt does not remove all
risks to future full and timely repayment, but does signal that
the system's debt will likely not be captured in the automatic
stay that has disrupted payment to other creditors since the city
filed for Chapter 9 bankruptcy protection in July.

"The actions by the city on October 1 are consistent with our
expectations and the Emergency Manager's proposal to creditors
that controversially split creditors into two classes -- secured
and unsecured," says Genevieve Nolan, a Moody's Assistant Vice
President and Analyst in the issuer comment on Detroit "Risks
remain for future payment of Detroit water and sewage debt,
despite October 1 full payment."

"The GO bonds that missed payment were proposed to be treated as
unsecured, while water and sewage disposal revenue bonds were
proposed in the secured class. The default on the city's GO and
pension obligation certificates was widely anticipated and
incorporated in our ratings," says Moody's Nolan.

Moody's says risks remain for water and sewage revenue backed debt
despite the legal protections and implicit exemption from the
automatic stay. Ongoing risks to bondholders include the EM's
assertion in the June proposal that water and sewage revenue bonds
were subject to negotiation with bondholders, raising the
prospects of a distressed exchange or haircuts for bondholders.
The EM's plan called for the potential creation of a new separate
authority to operate the water supply and sewage disposal systems
and restructuring of the system's water and sewer bond debt,
creating new classes of creditors. The potential creation of a new
class of creditors increases the probability of default relative
to Moody's expectations prior to the release of the proposal.
Further, the new authority could result in an annual payment in
lieu of taxes (PILOT payment) that may be senior to debt service
payments, potentially straining an already narrow debt service
coverage ratio.

Moody's rates the water and sewer revenue bonds B1 for senior lien
bonds and B2 for second lien bonds.

The City of Detroit's general obligation debt is rated Caa3, and
general obligation limited tax debt and certificates of
participation are rated Ca. The city's Distributable State Aid
bonds are rated Aa3 for the senior lien, A1 for the second lien
and A3 for the third lien. Moody's placed all of the city's
outstanding ratings on review for possible downgrade on June 17,
2013. The review for downgrade continues as Moody's evaluates the
potential risks to creditors.


DETROIT, MI: S&P Lowers Tax General Oligation Bonds to 'D'
----------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term and
underlying ratings (SPURs) to 'D' from 'C' on the city of Detroit,
Mich.'s limited- and unlimited-tax general obligation bonds.

"The downgrade reflects the nonpayment of debt service to the
paying agent for the scheduled principal and interest payment date
of Oct. 1," said Standard & Poor's credit analyst Jane Hudson
Ridley.


DIGERATI TECHNOLOGIES: LBB & Assoc. Denied as Accountants
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
denied Digerati Technologies, Inc.'s application to employ Carlos
Lopez and LBB & Associates, Ltd., LLP as public accountant for a
limited purpose of completing fiscal year 2011 and 2012 audits of
the Debtor's subsidiaries Hurley Enterprises, Inc. and Dishon
Disposal, Inc., well as preparation of subsequent quarterly
reviews and SEC filing as needed.

According to the order, neither Mr. Lopez nor any other
representative of LBB appeared at the hearing to give testimony in
support of the application.

As reported in the Troubled Company Reporter on Aug. 1, 2013, the
firm's personnel hourly rates range from $130 to $285.

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

In a separate order, the Court also entered an order dismissing as
moot the Debtor's motion in limine.  At the hearing held Aug. 21,
2013, the Court found that the Debtor's motion in limine must be
dismissed for reasons of mootness.

                    About Digerati Technologies

Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013.
Digerati -- http://www.digerati-inc.com-- is a diversified
holding company which owns operating subsidiaries in the oil field
services and the cloud communications industry.  Digerati and its
subsidiaries maintain Texas Offices in San Antonio and Houston.
The Debtor has no independent operations apart from its
subsidiaries.

The Debtor's subsidiaries include Shift 8 Networks, a cloud
communication service, Hurley Enterprises, Inc., and Dishon
Disposal, Inc., both oil field services companies.

The Debtor disclosed $60 million in assets and $62.5 million in
liabilities as of May 29, 2013.

Bankruptcy Judge Jeff Bohm oversees the case.  Deirdre Carey
Brown, Esq., Annie E. Catmull, Esq., Melissa Anne Haselden, Esq.,
Mazelle Sara Krasoff, Esq., and Edward L Rothberg, at Hoover
Slovacek, LLP, in Houston, represent the Debtor as counsel.  The
Debtor tapped Gilbert A. Herrera and Herrera Partners as the
investment banker.


DTF CORP: Files First Amended Disclosure Statement
--------------------------------------------------
DTF Corporation filed a first amended disclosure statement in
support of its first amended plan of reorganization dated Sept.
25, 2013.

For many years, International Hospital Corporation Holding, N.V.
(Parent Company) had sought to recapitalize and refinance the
debts and operations of the Debtor and Parent Company's other
subsidiary or affiliated companies through debt and equity
offerings in the capital markets.  The crisis occurring in the
global economy that began in late 2007 and continued for several
years thereafter substantially impeded its efforts to find new
capital or refinancing, however.  During the past 22 months, the
Parent Company has engaged in extensive efforts and negotiations
to obtain recapitalization and refinancing through the capital
markets and now believes that it will be able to close a
transaction with Grupo Angeles Servicios de Salud, S.A. de C.V., a
Mexican corporation that is not affiliated with Debtor, Parent
Company, or any of their affiliates, that will enable it to pay
and satisfy substantially all of the debts of the Debtor in
accordance with the terms of this Plan should it be confirmed by
the Bankruptcy Court.  In addition, the Debtor, Parent Company,
and certain of their Affiliates have entered into settlement
agreements with the Jordan Parties and the Minerva Claimants (as
such terms are defined in this Plan) resolving all disputes and
treatment regarding the Claims of such parties.

If the pending transactions with Angeles close and fund as
expected, the Parent Company intends to use a portion of the
proceeds of such transactions to fund this Plan by arranging for
the following: First, Parent Company will cause up to
$9,049,996.95 (the "Creditor Fund") to be made available for
payment of Allowed Administrative Claims (including Allowed
Professional Fee Claims) and Allowed Claims, if any, in Class 1,
Class 2, Class 4, Class 5, Class 6, and Class 7 through (a) the
payment by Debtor's affiliated companies of a portion of the net
amount of their respective notes and accounts receivable to
Debtor, and (b) if and to the extent necessary, making new capital
contributions to Debtor in an amount necessary to fund any
shortfall in the Creditor Fund after repayment of the notes and
receivables due Debtor from its affiliates.  Additionally, the
Debtor's Affiliate guarantors or co-obligors as to the claims of
ViewPoint Bank, NA (formerly Highlands Bank of Texas) and Plains
Capital Bank will pay the claims of those respective creditors in
full pursuant to the terms of this Plan through funds provided
through the refinancing and recapitalization.  In addition,
Privado will issue new common stock to Angeles (or its assigns or
designees) in exchange for an amount sufficient to pay in full the
agreed upon amount (estimated to exceed $20,000,000 as of the date
of this Plan) of the claims of the Minerva Claimants.

Debtor believes that the foregoing treatment and transactions will
satisfy all or substantially all of the allowable claims against
the Debtor, provide for 100% payment to Debtor's secured
creditors, and payments to Debtor's unsecured creditors ranging
from 90% to 100%. Accordingly, this Plan is proposed to internally
recapitalize and reorganize the Debtor's financial affairs and
operations and to preserve and maximize the value of the Debtor's
properties for the benefit of all creditors possessing allowed
claims and to thereby provide the greatest potential recovery to
all creditors.

The classification and treatment of claims under the plan are:

     A. Class 1 (Secured Tax Claims) will be paid with interest on
        effective date.

     B. Class 2 (Priority Non-Tax Claims) will be paid on the
        effective date or in ordinary course of business.

     C. Class 3 (Claims of Minerva Partners, Ltd. and Affiliated
        Entities) will be paid $20,126,148.93 (plus continuing
        interest accruals on $15,250,000.00 principal amount
        included in such claim) in accordance with Minerva
        settlement by Privado from proceeds of stock offering to
        Angeles.

     D. Class 4 (Secured Claims of Plains Capital Bank)
        Will be paid on the closing date with interest by
        affiliate co-obligors or guarantors from proceeds of
        Angeles transaction.

     E. Class 5 (Secured Claim of View Point Bank) will be paid
        on the Angeles Closing with interest by affiliate co-
        obligors or guarantors from proceeds of Angeles
        Transaction.

     F. Class 6 (Secured Claim of the Jordan Estate) will be paid
        in full on effective date without interest from proceeds
        of the Angeles transaction.

     G. Class 7 (Other Unsecured Claims) will be paid without
        interest through pro rata share of balance of creditor
        fund in the amount of $9,049,996.95 remaining after
        payments for administrative claims (including professional
        fee claims) and to any Class 1, Class 2, Class 4, Class 5,
        and Class 6 claimants.

     H. Class 8 (Unsecured Claims of Affiliates) will receive no
        distribution other than through offset and recoupment
        against notes and accounts payable to the Debtor.

     I. Class 9 (Equity Interests) will be retained following
        confirmation of plan.  The Parent Corporation will
        contribute new capital to the Debtor to fund shortfall, if
        any, in creditor fund.

The hearing on the disclosure statement will be held on Nov. 7,
2013, at 9:30 A.M.

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

               http://bankrupt.com/misc/DTF_1ds.pdf

                       About DTF Corporation

DTF Corporation, f/k/a International Hospital Corporation, filed
for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 11-37362) on
Nov. 21, 2011.  In its schedules, the Debtor disclosed $28,692,980
in assets and $38,947,695 in liabilities.  The petition was signed
by Gary B. Wood, CEO and director.  Judge Stacey G. Jernigan
presides the case.  John P. Lewis, Jr., Esq., at the Law Office of
John P. Lewis, Jr., in Dallas, represents the Debtor as counsel.

The Debtor proposed a Plan that depends entirely on the
consummation of a recapitalization transaction involving its
parents and its corporation group.

The Estate of Michael H. Jordan filed an alternative plan of
reorganization to the plan of reorganization which provide a
resolution to the Debtor's bankruptcy case even if the proposed
recapitalization transaction does not close.  Under the Jordan
Estate Plan, if the refinancing transactions close and fund as
expected, the Parent Company will use a portion of the proceeds
of those transactions to fund the Jordan Estate Plan in an amount
sufficient to pay all Allowed Claims in full, including the claims
filed by Minerva Partners, Ltd.; Walter O'Cheskey, as Trustee of
the AHF Liquidating Trust; the Jordan Estate; ViewPoint Bank, NA;
Plains Capital Bank, BOKF, N.A. d/b/a Bank of Texas, NA; and all
creditors holding Allowed Priority Claims.

No trustee or creditors committee has been appointed in the case.


ECO BUILDING: Authorized Common Shares Hiked to 2 Billion
---------------------------------------------------------
Eco Building Products, Inc., held a special meeting on Sept. 24,
2013, at which the stockholders approved and adopted an amendment
to the Company's Articles of Incorporation to increase the
Company's authorized shares of common stock from 500,000,000 to
2,000,000,000 and approved and adopted an amendment to the
Company's Articles of Incorporation to authorize a class of
undesignated or "blank check" preferred stock, consisting of up to
500,000,000 authorized shares.  The stockholders also approved and
adopted an amendment to the Company's Articles of Incorporation to
effect a reverse stock split of the outstanding shares of the
Company's common stock, at a reverse split ratio of up to
1-for-20.

On Sept. 19, 2013, Eco Building filed a certificate of amendment
with the Colorado Secretary of State, amending the Company's
Articles of Incorporation to increase the number of authorized
shares of common stock from 500,000,000 shares to 2,000,000,000
shares.

                     Delays 2013 Annual Report

The Company said its annual report could not be filed within the
prescribed time period due to the Company requiring additional
time to prepare and review the annual report for the year ended
June 30, 2013.  That delay could not be eliminated by the Company
without unreasonable effort and expense.  In accordance with Rule
12b-25 of the Securities Exchange Act of 1934, the Company will
file its Form 10-K no later than 15 calendar days following the
prescribed due date.

                         About Eco Building

Vista, Calif.-based Eco Building Products is a manufacturer of
proprietary wood products treated with an eco-friendly proprietary
chemistry that protects against mold, rot, decay, termites and
fire.

Sam Kan & Company, in Alameda, Calif., expressed substantial doubt
about Eco's ability to continue as a going concern following the
fiscal 2012 financial results.  The independent auditors noted
that the Company has generated minimal operating revenues, losses
from operations, significant cash used in operating activities and
its viability is dependent upon its ability to obtain future
financing and successful operations.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $9.03 million on $4.14 million of total revenue, as
compared with a net loss of $3.68 million on $2.08 million of
total revenue for the nine months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $3.19
million in total assets, $11.85 million in total liabilities and a
$8.66 million total stockholders' deficit.


ECOTALITY INC: Can Employ Parker Schwartz as Bankruptcy Counsel
---------------------------------------------------------------
ECOtality, Inc., et al., sought and obtained authority from Judge
Randolph J. Haines of the U.S. Bankruptcy Court for the District
of Arizona to employ Parker Schwartz, PLLC, as local bankruptcy
counsel on the following terms and conditions:

   -- a minimum advance deposit payable to the firm of $35,000,
      including $9,000 for services rendered prepetition, plus an
      additional $7,278 for filing fees of the six debtor
      affiliates' cases;

   -- payment of hourly fees for the following attorneys: Jared G.
      Parker, Esq., at $465 per hour; Lawrence D. Hirsch, Esq., at
      $450 per hour; and Iva S. Hirsch, Esq., at $300 per hour;
      and

   -- payment of paralegal services will be billed at the
      following rates: Elizabeth Kiss at $125 per hour, Linda
      Miernik at $180 per hour, and Andrea Marshall at $160 per
      hour.

The firm assures the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.

                        About Ecotality Inc.

Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.

Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction the following
month.

The cases are assigned to Chief Judge Randolph J. Haines.  The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California.  The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona.  The Debtors' claims & noticing agent is Kurtzman Carson
Consultants LLC.

Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million.  Unlike most
companies in bankruptcy, Ecotality has no secured debt.  It simply
ran out of money.  There's $5 million owing on convertible notes,
plus liability on leases.  Part of pre-bankruptcy financing took
the form of a $100 million cost-sharing grant from the U.S. Energy
Department.  In view of the San Francisco-based company's
financial problems, the government cut off the grant when $84.8
million had been drawn.


EL POLLO LOCO: Moody's Cuts New 2nd Lien Term Loan Rating to Caa2
-----------------------------------------------------------------
Moody's Investors Service downgraded El Pollo Loco's ("EPL")
proposed senior secured second lien 5.5-year term loan to Caa2
from Caa1. EPL's other ratings, including its B3 Corporate Family
Rating, were unchanged. The rating outlook is stable.

Ratings Rationale

The downgrade of the proposed senior secured second lien debt was
prompted by the company's announcement that it was increasing the
amount of the senior secured first lien debt to $205 million from
$190 million and reducing the second lien debt to $100 million
from $115 million. This change in the mix of first lien and second
lien debt has reduced the cushion for the second lien debt
holders, and per Moody's Loss Given Default Methodology, results
in the second lien debt being downgraded by one notch.

The B1 rating on the proposed $15 million senior secured first
lien revolver and $190 million senior secured first lien term loan
-- two notches above the CFR -- reflects its first lien on
substantially all of the company's assets and the material amount
of junior debt below it in the capital structure. The Caa2 rating
on the proposed $100 million senior secured second lien term loan
reflects its effective subordination to all first lien senior
secured creditors, an all asset pledge on a second lien basis, and
full guarantees of existing and future subsidiaries.

The B3 Corporate Family Rating reflects EPL's thin interest
coverage and high leverage relative as well as its small size in
terms of total revenue and its geographic concentration in
California. Pro forma for the recently announced proposed
refinancing, debt/EBITDA and EBITDA less capex/cash interest is
6.2 times and about 1.2 times, respectively. Positive rating
consideration is given to the company's improved earnings,
attractive niche QSR chicken market position, established concept
and adequate liquidity profile.

EPL's stable rating outlook reflects our expectation that the
company's earnings will continue to grow over the next 12 to 18
months as it grows the number of new/remodeled stores, so that
debt/EBITDA and EBITDA less capex/cash interest expense will
approximate 6.0 times and 1.3 times, respectively. The stable
rating outlook also reflects our expectation that EPL will
maintain a healthy liquidity profile during a period in which it
plans to ramp up its spending on new/remodeled stores.

EPL's ratings could be upgraded if the company maintains positive
same store sales growth -- including growth in both traffic and
average check -- maintains good returns on new store openings and
is able to sustain debt/EBITDA below 5.5 times and EBITDA less
capex/cash interest expense above 1.5 times. Successful expansion
of its geographic foot print would also be viewed as a credit
positive.

Ratings could be downgraded if EPL's operating results or
liquidity weakened, if the company experiences a period of
negative same store sales growth, or if debt/EBITDA rises to above
6.5 times or EBITDA less capex/cash interest dropped below 1.0
times. Independent of any change in the Corporate Family Rating,
the ratings on the first lien debt could be downgraded if the
company further increases the amount of its first lien debt versus
second lien debt, per Moody's Loss Given Default Methodology.

Rating downgraded:

  $100 million senior secured second lien 5.5-year term loan to
  Caa2 (LGD 5, 81%) from Caa1 (LGD 5, 78%)

Ratings unchanged (LGD assessments revised where noted):

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

  $15 million senior secured first lien 5-year revolver at B1 (LGD
  2, 29% from LGD 2, 27%)

  $190 million senior secured first lien 5-year term loan at B1
  (LGD 2, 29% from LGD 2, 27%)

Ratings unchanged and to be withdrawn when transaction closes:

  $12.5 million first lien first-out senior secured revolver due
  2016 at B1 (LGD 1, 1%)

  $163 million first lien senior secured term loan due 2017 at B2
  (LGD 2, 28%)

  $105 million second lien senior secured notes due 2018 at Caa2
  (LGD 5, 78%)

El Pollo Loco, Inc. ("EPL") headquartered in Costa Mesa,
California, is a quick-service restaurant chain specializing in
flame-grilled chicken and other Mexican-inspired entrees. As of
June 26, 2013, the company operated and franchised 398 restaurants
primarily around Los Angeles and throughout the Southwestern
United States, generating total revenues of approximately $307
million in the last twelve months ended June 26, 2013. El Pollo is
owned by two private equity firms, Trimaran Capital Partners and
FS Equity Partners. As a private company, El Pollo does not file
public financials.

The principal methodology used in this rating was the Global
Restaurant Methodology published in June 2011. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.


EL POLLO LOCO: S&P Lowers Rating on New $205MM Loan to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-'
corporate credit rating on Costa Mesa, Calif.-based El Pollo Loco
Inc.  The outlook is stable.

At the same time, S&P lowered its issue-level rating on the
proposed $205 million senior secured credit facility (which
includes the new $15 million revolver and $190 million first-lien
term loan) to 'B-' from 'B' and revised the recovery rating to '3'
from '2'.  The '3' recovery rating indicates S&P's expectation for
meaningful (50% to 70%) recovery of principal in the event of a
payment default.  S&P also affirmed its 'CCC' issue-level rating
and '6' recovery rating on the company's revised second-lien term
loan.  The '6' recovery rating indicates S&P's expectation for
negligible (0% to 10%) recovery of principal in the event of a
payment default.

El Pollo Loco is refinancing its senior secured facility and
second-lien debt to reduce interest costs, extend maturities, and
fund other expenses related to the transaction.

"The rating on El Pollo Loco Inc. reflects Standard & Poor's
Ratings Services' assessment that the company's business risk
profile will remain "vulnerable' and the financial risk profile
will remain "highly leveraged" in the coming year," said credit
analyst Diya Iyer.

The outlook is stable, reflecting S&P's expectation for limited
improvement in credit protection measures in the coming year.

S&P could raise its rating if sales increase more than 15% and
gross margin expands 400 bps above its expectations due to
continued strong operational execution.  This would result in a
30% increase in EBITDA, with leverage in the low-5x and interest
coverage over 2x.  S&P would also consider a higher rating if the
company continues to address its capital structure, for instance
reducing or eliminating its second-lien debt.

S&P would consider lowering its rating if profitability falls
below its expectations in the coming year because of sales
pressure or higher costs associated with store expansion.  This
would lead to EBITDA declining 15%, with gross margin declining
more than 100 bps.  It would also lead to a decline in liquidity
to fund operating requirements including interest expense and
capital expenditure, with coverage falling below 1x and leverage
increasing to more than 7x in the next year.


ENOVA SYSTEMS: Settles Lawsuit with Arens Controls
--------------------------------------------------
Enova Systems, Inc., and Arens Controls Company, L.L.C., entered
into a Settlement Agreement and Mutual Release, pursuant to which
the parties agreed to a mechanism to resolve their dispute with
respect to certain claims made by Arens in connection with its
action captioned Arens Controls Company, L.L.C. v. Enova Systems,
Inc., filed in 2008 with the Northern District of Illinois,
Eastern Division of the U.S. District Court, for breach of
purchase orders that Enova submitted to Arens in 2007.

As has been previously reported, in the Lawsuit, Arens asserted
eight counts against Enova.  On Jan. 5, 2011, Arens and Enova
partially settled six of the eight claims.

The two remaining counts concerned (i) anticipatory breach of
contract by Enova for certain purchase orders that resulted in
lost profit to Arens and (ii) reimbursement for engineering and
capital equipment costs incurred by Arens exclusively for the
fulfillment of certain purchase orders received from Enova.  As
was previously reported, on Dec. 12, 2012, a judgment was entered
by the United States District Court Northern District of Illinois
in favor of Arens Controls Company, L.L.C., in the amount of
$2,014,169, as damages for the cost of manufacturing and test
equipment, the cost of engineering drawings, and lost profits.
The Company filed a notice of appeal of the Judgment with the
United States Court of Appeals 7th Circuit on Jan. 15, 2013.

On Sept. 24, 2013, and in order to avoid the risks and costs
associated with the pending appeal, Enova and Arens entered into a
Settlement Agreement and Mutual Release to resolve the remaining
issues between them.  Under the terms of the Settlement Agreement,
Enova was required to file, and filed on Sept. 27, 2013, a motion
to dismiss the pending appeal with prejudice.  Arens agreed that,
for a period of 120 calendar days from the date of the Settlement
Agreement, Arens will not take any action to enforce the Judgment.
Thereafter, Arens will be entitled, without further notice, to
enforce the Judgment against Enova or otherwise exercise all
available procedures and remedies for collection of the full
amount of the Judgment; and Enova agrees that it will not contest
the validity of the Judgment.  However, notwithstanding the
foregoing, if Enova pays Arens $300,000 at any time during that
120 day period, then within 3 business days after Arens receives
confirmation of that payment, Arens will file a satisfaction of
judgment stating that the Judgment has been satisfied.  Upon
receipt of that $300,000 payment, Arens will completely release
and forever discharge Enova from any and all claims for damages
whatsoever that occurred prior to the date of the Settlement
Agreement.  In exchange for Arens's release, Enova will completely
release and forever discharge Arens from any and all claims for
damages whatsoever that occurred prior to the date of the
Settlement Agreement.

A copy of the Settlement Agreement is available for free at:

                        http://is.gd/lNegKf

                        About Enova Systems

Torrance, Calif.-based Enova Systems, Inc., engages in the
development, design and production of proprietary, power train
systems and related components for electric and hybrid electric
buses and medium and heavy duty commercial vehicles.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, PMB Helin Donovan, LLP, in San
Francisco, California, expressed substantial doubt about Enova
Systems' ability to continue as a going concern, citing the
Company's significant recurring losses and accumulated deficit.

The Company reported a net loss of $8.2 million on $1.1 million of
revenues in 2012, compared with a net loss of $7.0 million on
$6.6 million of revenues in 2011.  The Company's balance sheet at
March 31, 2013, showed $2.88 million in total assets, $5.92
million in total liabilities and a $3.03 million total
stockholders' deficit.

                         Bankruptcy warning

On Dec. 12, 2012, a judgment was entered by the United States
District Court Northern District of Illinois in favor of Arens
Controls Company, L.L.C., in the amount of $2,014,169 regarding
claims for two counts.  In 2008, Arens Controls Company, L.L.C.
filed claims against Enova with the United States District Court
Northern District of Illinois.  A Partial Settlement Agreement, as
amended on Jan. 14, 2011, resolved certain claims made by Arens.
However, the claims were preserved under two remaining counts
concerning (i) anticipatory breach of contract by Enova for
certain purchase orders that resulted in lost profit  to Arens and
(ii) reimbursement for engineering and capital equipment costs
incurred by Arens exclusively for the fulfillment of certain
purchase orders received from Enova.

The Company filed a notice of appeal on Jan. 15, 2013.  The
Company believes the court committed errors leading to the verdict
and judgment, and the Company is evaluating its options on appeal.

"However, there can be no assurance that the appeal will be
successful or a negotiated settlement can be attained or that
Arens will assert its claim in the state of California, and
thereby cause the Company to go into bankruptcy," the Company said
in its quarterly report for the period ended March 31, 2013.


EXCEL MARITIME: Sec. 341 Meeting Rescheduled to Oct. 15
-------------------------------------------------------
Excel Maritime Carriers Ltd. has filed a notice that the meeting
of creditors, pursuant to Section 341(a) of the Bankruptcy Code,
which was scheduled for Oct. 1, 2013, has been adjourned to
Oct. 15, 2013 at 3:30 p.m. (Prevailing Eastern Time).  The meeting
will be held at 80 Broad Street, 4th Floor, New York, New York
10004.

The Debtors' representative, as specified in Rule 9001(5) of the
Federal Rules of Bankruptcy Procedure, is required to appear at
the meeting of creditors for the purpose of being examined under
oath.  Attendance by creditors at the 341 Meeting is welcomed, but
not required.  At the 341 Meeting, the creditors may examine the
Debtors' representative and transact such other business as may
properly come before the meeting.  The 341 Meeting may be
continued or adjourned from time to time by notice at the meeting,
without further written notice to the creditors.

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is $150
million owing on 1.875 percent unsecured convertible notes.

Excel Maritime, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-bk- 23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel;
Miller Buckfire & Co. LLC, as investment banker; and Global
Maritime Partners Inc., as financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.  The Creditors' Committee is
represented by Michael S. Stamer, Esq., Sean E. O'Donnell, Esq.,
and Sunish Gulati, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York; and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer
& Feld LLP, in Dallas, Texas.


FIRST SOUND: Released From Regulatory Consent Order
---------------------------------------------------
First Sound Bank on Oct. 3 disclosed that it is no longer
operating under a consent order issued by the FDIC and the
Washington State Department of Financial Institutions in early
2010.  The Bank, which had incurred significant losses in an
acquired leasing company and its commercial real estate loan
portfolio during the economic downturn, had become significantly
undercapitalized by the end of 2011.

According to Patrick Fahey, who joined First Sound Bank as CEO in
January 2012, the Bank's capital ratios now exceed the regulatory
thresholds of a well-capitalized institution, and its credit
quality has improved dramatically to well within regulatory
guidelines.  In February 2013 First Sound Bank reported that it
had raised $7.9 million in new capital and repurchased from the
U.S. Treasury, at a negotiated discount, the preferred stock that
had been issued under the Troubled Asset Relief Program (TARP) in
2008.

"Our progress in restoring First Sound Bank to a strong financial
condition is due to the efforts of a dedicated and determined
staff and board of directors, our very loyal customers and
shareholders, and the support we received from state and federal
regulators," Mr. Fahey said.

"This achievement is a major milestone as First Sound Bank has
moved from shrinking in size and resolving troubled assets to
adding new customers and making new loans to local businesses."
Reflecting on how some had written the Bank off 18 months ago,
Mr. Fahey added, "We are grateful for the support we have had and
look forward to contributing to the economic vitality of the
region."

                      About First Sound Bank

Seattle-based First Sound Bank -- http://www.firstsoundbank.com--
offers customized banking for small- to medium-sized businesses,
organizations, not-for-profits and professionals in the Puget
Sound region.


FLUX POWER: Delays Form 10-K for Fiscal 2013
--------------------------------------------
Flux Power Holdings, Inc., was unable to file its Form 10-K for
the 12 months ended June 30, 2013, within the prescribed time
period.  The Company expects to complete and file the Form 10-K by
Oct. 15, 2013.

During the last six months ended June 30, 2013, the Company has
undertaken a significant effort to realign its sales and marketing
of the Company's new customer target market.  The Company has
experienced unexpected delays in anticipated capital from
investors for operational expense funding.  During the Company's
fourth quarter of fiscal year ended June 30, 2013, the Company's
chief executive officer resigned and the Company's chief financial
officer assumed the added duties as interim CEO.

For the year ended June 30, 2013, the Company anticipates
reporting a decrease in revenues of approximately $5,158,000, or
87 percent, compared to the year ended June 30, 2012.  This large
decrease in sales was primarily attributable to three major
customers that ultimately did not meet their production
expectations.  As a result of decrease in revenues, the Company
anticipates reporting a decrease in gross profits of approximately
$1,145,000 or 99 percent, for the fiscal year ended June 30, 2013,
compared to the fiscal year ended June 30, 2012.

The Company also anticipates reporting an increase in operating
expenses and operating loss primarily as a result of expenses
relating to the amortization of prepaid advisory fees of
approximately $1,720,000, for the fiscal year ended June 30, 2013.
There were no prepaid advisory fees in fiscal 2012.  The prepaid
advisory fees are related to the fair value of the warrants issued
under an advisory agreement with Baytree Capital dated June 14,
2012, and to value of the shares of the Company's common stock
issued pursuant to the same agreement where Baytree Capital agreed
to provide business and advisory services to the Company.

Based on Company's experience during the last six months ending
June 30, 2013, the Company realigned its business strategy to
achieve higher longer-term revenue by focusing on a smaller number
of products and selling to customers that do not require extensive
and lengthy product development and negotiation periods.  The
Company now targets product segments including "lift equipment"
and "micro-grid energy storage".

                         About Flux Power

Escondido, California-based Flux Power Holdings, Inc., designs,
develops and sells rechargeable advanced energy storage systems.

The Company reported a net loss of $231,000 on $700,000 of net
revenue for the nine months ended March 31, 2013, compared with a
net loss of $1.1 million on $3.0 million of revenue for the nine
months ended March 31, 2012.  The Company's balance sheet at
March 31, 2013, showed $2.5 million in total assets, $4.7 million
in total liabilities, and a stockholders' deficit of $2.1 million.

According to the quarterly report for the period ended March 31,
2013, there are certain conditions which raise substantial doubt
about the Company's ability to continue as a going concern.  "We
have a history of losses and have experienced a lack of revenue
due to the time to launch the Company's revised business strategy.
Our operations have primarily been funded by the issuance of
common stock.  Our continued operations are dependent on our
ability to complete equity financings, increase credit lines, or
generate profitable operations in the future."


FURNITURE BRANDS: Enters Into Purchase Agreement with KPS Capital
-----------------------------------------------------------------
Furniture Brands International on Oct. 3 disclosed that it has
entered into an asset purchase agreement with KPS Capital Partners
L.P. to acquire substantially all of the Company's assets for $280
million, including the Company's Lane business.

In addition, Furniture Brands has filed a motion seeking
authorization from the U.S. Bankruptcy Court for the District of
Delaware the Honorable Judge Christopher S. Sontchi presiding, to
conduct an auction process for the Company.  Under Section 363 of
the U.S. Bankruptcy Code, KPS would serve as the "stalking horse"
bidder in the proposed auction, establishing a minimum value of
the Company's assets.

The Court entered an interim order under which KPS will replace
Oaktree Capital Management L.P. as the DIP lender to ensure its
operations will continue uninterrupted and to set a final hearing
for October 11, 2013.  KPS has committed to fund up to
approximately $190 million as the DIP lender.

In order to maximize the asset price of the Company's brands, the
acquisition agreement would allow for additional qualified
prospective bidders to enter an auction process with KPS, in
accordance with procedures established by the Court.  The Court
authorized the Company to proceed with an auction of the Company's
assets on or before December 10, 2013, subject to the approved
bidding procedures, and set December 5, 2013 as the deadline for
any bids.

Ralph Scozzafava, Chairman of the Board and CEO of Furniture
Brands commented: "The KPS bid for our business establishes a
solid foundation as we move toward a successful emergence from
Chapter 11.  The KPS bid also enhances our creditors' return with
a higher total price as well as enhanced DIP financing terms.  We
are also pleased that KPS has extended an offer of employment to
substantially all of our current employees."

Scozzafava concluded: "The continued interest in the Company and
brands demonstrates their significant value.  We will continue to
work diligently through this reorganization process to serve the
best interest of our stakeholders including our customers,
dealers, employees and partners.  We believe this enhanced bid
illustrates the long term merits of our future as a healthy,
standalone business and our ability to emerge from this process as
a strong standalone business going forward."

Based on the current stalking horse bid, shareholders will not
receive any distribution or recovery on account of their common
stock.

Raquel Vargas Palmer, a Partner of KPS, said: "We are pleased to
reach this agreement to acquire substantially all of the assets of
Furniture Brands.  We believe there is exceptional value in the
Furniture Brands businesses that can be realized through
considerable operational improvements and focused investments
behind all of the company's brands.  The KPS transaction is
fundamentally and structurally different than the proposed
transaction entered into by the debtor at the time of its Chapter
11 filing as it keeps all of Furniture Brands' businesses together
and positions the Company for long-term success in its markets."

Ralph Scozzafava, Chairman of the Board and CEO of Furniture
Brands, added: "KPS provides us the financial flexibility and
operational expertise to emerge from this process a strong
standalone business positioned for future growth.  We look forward
to working with the KPS team to return our business to leadership
positions in our targeted markets for the benefit of our
employees, customers, suppliers and business partners."

Proskauer Rose LLP is acting as legal counsel to KPS with respect
to the transaction.

                      About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engages in the designing,
manufacturing, sourcing and retailing home furnishings.
Furniture Brands markets products through a wide range of
channels, including company owned Thomasville retail stores and
through interior designers, multi-line/ independent retailers and
mass merchant stores.  Furniture Brands serves its customers
through some of the best known and most respected brands in the
furniture industry, including Thomasville, Broyhill, Lane, Drexel
Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

Furniture Brands' balance sheet at June 29, 2013, showed $546.73
million in total assets against $550.13 million in total
liabilities.

The company has an official creditor's committee with seven
members.  The creditors' panel includes the Pension Benefit
Guaranty Corp., Milberg Factors Inc. and five suppliers.


FURNITURE BRANDS: Hires Paul Hastings as Lead Counsel
-----------------------------------------------------
Furniture Brands International, Inc., et al., sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Paul Hastings LLP as counsel.

The firm's attorneys will be paid $440 to $1,100 per hour, while
their paralegals will be paid $255 to $320 per hour.  The firm
will also be reimbursed for any necessary out-of-pocket expenses.

Luc A. Despins, Esq., Leslie A. Plaskon, Esq., James T.
Grogan, Esq., and will take lead roles in representing the
Debtors.

The firm assures the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.

                   About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engages in the designing,
manufacturing, sourcing and retailing home furnishings.
Furniture Brands markets products through a wide range of
channels, including company owned Thomasville retail stores and
through interior designers, multi-line/ independent retailers and
mass merchant stores.  Furniture Brands serves its customers
through some of the best known and most respected brands in the
furniture industry, including Thomasville, Broyhill, Lane, Drexel
Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

Furniture Brands' balance sheet at June 29, 2013, showed $546.73
million in total assets against $550.13 million in total
liabilities.

The company has an official creditor's committee with seven
members.  The creditors' panel includes the Pension Benefit
Guaranty Corp., Milberg Factors Inc. and five suppliers.


FURNITURE BRANDS: Can Employ Young Conaway as Delaware Counsel
--------------------------------------------------------------
Furniture Brands International, Inc., et al., sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Young Conaway Stargatt & Taylor, LLP, as their
local Delaware counsel.

The principal attorneys and paralegal presently designated to
represent the Debtors, and their current standard hourly rates,
are:

M. Blake Cleary                  $650
Jaime Luton Chapman              $375
Andrew L. Magaziner              $325
Ian J. Bambrick                  $300
Melissa Romano, paralegal        $190

The firm will also be reimbursed for any necessary out-of-pocket
expenses.

The firm assures the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.  Young Conaway received a retainer in the amount of
$50,000 plus $30,000 for anticipated expenses and filing fees in
connection with the planning and preparation of initial documents
and its proposed postpetition representation of the Debtors.  A
portion of the Retainer and advance for anticipated expenses and
filing fees will be applied to outstanding balances existing as of
the Petition Date.  The remainder will constitute a general
retainer as security for postpetition services and expenses.

                    About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engages in the designing,
manufacturing, sourcing and retailing home furnishings.
Furniture Brands markets products through a wide range of
channels, including company owned Thomasville retail stores and
through interior designers, multi-line/ independent retailers and
mass merchant stores.  Furniture Brands serves its customers
through some of the best known and most respected brands in the
furniture industry, including Thomasville, Broyhill, Lane, Drexel
Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

Furniture Brands' balance sheet at June 29, 2013, showed $546.73
million in total assets against $550.13 million in total
liabilities.

The company has an official creditor's committee with seven
members.  The creditors' panel includes the Pension Benefit
Guaranty Corp., Milberg Factors Inc. and five suppliers.


FURNITURE BRANDS: Can Employ Epiq as Administrative Advisor
-----------------------------------------------------------
Furniture Brands International, Inc., et al., sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Epiq Bankruptcy Solutions, LLC, as
administrative advisor, to, among other things, assist with
solicitation, balloting and tabulation and calculation of votes,
as required in furtherance of confirmation of any plan of
reorganization.

The firm assures the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.

The Debtors also sought and obtained the Court's authority to
employ Epiq as claims and noticing agent.

About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engages in the designing,
manufacturing, sourcing and retailing home furnishings.
Furniture Brands markets products through a wide range of
channels, including company owned Thomasville retail stores and
through interior designers, multi-line/ independent retailers and
mass merchant stores.  Furniture Brands serves its customers
through some of the best known and most respected brands in the
furniture industry, including Thomasville, Broyhill, Lane, Drexel
Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

Furniture Brands' balance sheet at June 29, 2013, showed $546.73
million in total assets against $550.13 million in total
liabilities.

The company has an official creditor's committee with seven
members.  The creditors' panel includes the Pension Benefit
Guaranty Corp., Milberg Factors Inc. and five suppliers.


FURNITURE BRANDS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Furniture Brands International filed with the Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets          Liabilities
     ----------------             -----------       -----------
  A. Real Property                         $0
  B. Personal Property           $176,458,854
                                +undetermined
                                       amount

  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $138,845,746
                                                  +undetermined
                                                         amount

  E. Creditors Holding
     Unsecured Priority
     Claims                                            $392,000
                                                  +undetermined
                                                         amount
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $141,713,260
                                                  +undetermined
                                                         amount
                                 ------------    --------------
        TOTAL                    $176,458,854      $280,951,007
                               + Undetermined    + Undetermined
                                      Amounts           Amounts

                      About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engages in the designing,
manufacturing, sourcing and retailing home furnishings.
Furniture Brands markets products through a wide range of
channels, including company owned Thomasville retail stores and
through interior designers, multi-line/ independent retailers and
mass merchant stores.  Furniture Brands serves its customers
through some of the best known and most respected brands in the
furniture industry, including Thomasville, Broyhill, Lane, Drexel
Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

Furniture Brands' balance sheet at June 29, 2013, showed $546.73
million in total assets against $550.13 million in total
liabilities.

The company has an official creditor's committee with seven
members.  The creditors' panel includes the Pension Benefit
Guaranty Corp., Milberg Factors Inc. and five suppliers.


GAMING & LEISURE: S&P Assigns 'BB+' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services assigned Gaming & Leisure
Properties Inc. (GLPI) a 'BB+' corporate credit rating.  The
outlook is stable.

At the same time, S&P assigned the company's proposed
$1.15 billion senior unsecured credit facility its 'BBB-' issue-
level rating (one notch above the corporate credit rating), with a
recovery rating of '2', indicating S&P's expectation for
substantial (70% to 90%) recovery for lenders in the event of a
payment default.  The credit facility will consist of an
$850 million revolving credit facility (which will be reduced to
$700 million at or about the time of the spin-off) and a
$300 million term loan facility, both due 2018.

In addition, S&P assigned the company's proposed aggregate
$2.05 billion senior unsecured notes its 'BBB-' issue-level rating
(one notch above the corporate credit rating), with a recovery
rating of '2' (70% to 90% recovery expectation).  S&P anticipates
the company will issue the notes in five-year, seven-year, and
10-year tranches.  S&P generally caps its recovery ratings on
unsecured debt at '3' (50% to 70% recovery expectation) for
corporate entities with a corporate credit rating in the 'BB'
category, to account for the greater risk of recovery prospects
being impaired by the issuance of additional secured or pari passu
debt prior to default.  However, for REITs with unsecured debt
recovery prospects of 70% or more and with more restrictive REIT
financial covenants in their unsecured loan documents, S&P caps
its unsecured debt recovery ratings at '2'.  These covenants
include a maximum unsecured debt-to-unencumbered assets ratio or a
minimum unencumbered assets-to-unsecured debt ratio.  S&P believes
these covenants would help preserve value for unsecured lenders in
the event of a default because they would restrict the amount of
additional debt the company can incur.  S&P assumes GLPI will have
financial covenants in its credit agreement and senior notes
indenture similar to those at other Standard & Poor's rated REITs
with unsecured debt with a recovery rating of '2'.

GLPI plans to use the proceeds to make a distribution to Penn
National Gaming Inc. in connection with the spin-off of Penn's
real estate assets to GLPI; make a distribution of accumulated
earnings and profits in connection with its election to become a
REIT; and pay transaction fees and expenses.

S&P's corporate credit rating on GLPI reflects its view of its
business risk profile as "satisfactory" and its financial risk
profile as "significant."


GASTON STREET: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 209 E. Gaston Street, LLC
        209 E. Gaston Street
        Savannah, GA 31401

Case No.: 13-41832

Chapter 11 Petition Date: October 1, 2013

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: James McCallar, Jr, Esq.
                  MCCALLAR LAW FIRM
                  P. O. Box 9026
                  Savannah, GA 31412
                  Tel: 912-234-1215
                  Fax: 912-236-7549
                  Email: mccallar@mccallarlawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jeff Notrica, managing member.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


GENESIS CHRISTIAN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Genesis Christian Center, Inc.
        5493 Wiles Road
        Pompano Beach, FL 33073

Case No.: 13-33654

Chapter 11 Petition Date: October 1, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Hon. John K Olson

Debtor's Counsel: Peter E. Shapiro, Esq.
                  1351 Sawgrass Corporate Parkway, Suite 101
                  Fort Lauderdale, FL 33323
                  Tel: 954-317-0133
                  Fax: 954-742-9971
                  Email: pshapiro@shapirolawpa.com

Total Assets: $7.32 million

Total Liabilities: $3.67 million

The petition was signed by John Simpson, vice president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb13-33654.pdf


GMX RESOURCES: Enters Into Plan Support Agreement
------------------------------------------------
GMX Resources Inc. is an oil and gas exploration and production
Company with assets in the Williston Basin, Denver Julesburg
Basin and East Texas Basin.

As previously reported, on April 1, 2013, the Company filed a
voluntary petition the Bankruptcy Court for the Western District
of Oklahoma.  Two of the Company's subsidiaries, Diamond Blue
Drilling Co. and Endeavor Pipeline Inc., also filed related
petitions with the Bankruptcy Court (Case Nos. 13-11457 and 13-
11458, respectively).

                     Plan Support Agreement

The Company disclosed that, subject to approval by the Bankruptcy
Court, it has entered into a Plan Support Agreement, dated as of
September 30, 2013, among the Debtors, certain of the holders of
the Company's Senior Secured Notes Series A due 2017 and Senior
Secured Notes Series B due 2017 party thereto, and the Official
Committee of Unsecured Creditors.  The Plan Support Agreement
requires the Consenting Holders to vote in favor of and support a
proposed plan of reorganization of the Company and its
subsidiaries consistent with the terms and conditions set forth in
the term sheet attached as an exhibit to the Plan Support
Agreement.  On October 2, 2013, the Company filed a Motion to
Approve the Plan Support Agreement with the Bankruptcy Court
seeking authority to enter into the Plan Support Agreement.  A
hearing on such motion is scheduled for October 29, 2013 at 9:30
a.m. before the Bankruptcy Court.

Under the plan of reorganization contemplated by the Plan Support
Agreement, the current debtor-in-possession financing facility
will be extended so that the Company may continue operating in
Chapter 11 as it seeks confirmation of the proposed plan or
reorganization.  Further, in exchange for the secured portion of
their claims in the approximate amount of $338 million, the
holders of the Senior Secured Notes would receive 100% of the
equity in the reorganized Company upon its emergence from
bankruptcy and/or equity in an affiliate of the reorganized GMXR.
Holders of the Company's Senior Secured Second-Priority Notes due
2018 shall be treated as general unsecured creditors.  Under the
proposed plan of reorganization, if the general unsecured
creditors' class votes to accept the plan or reorganization,
holders of allowed general unsecured claims would receive
interests in a trust funded with (i) $1.5 million in cash; and
(ii) the Debtors' potential causes of action listed on Schedule A
to the Restructuring Term Sheet.  Further, if the class of holders
of general unsecured claims vote to accept the plan or
reorganization, the holders of Senior Secured Notes will waive
recovery on their unsecured deficiency claim.  If the class of
holders of general unsecured claims does not vote to accept the
plan of reorganization, the $1.5 million in cash will not be
funded in the Litigation Trust and, the holders of Senior Secured
Notes and debtor in possession lenders will participate in
recovery from the Litigation Trust on account of their DIP loan
claims, superpriority adequate protection claims and deficiency
claim.  Any equity interest in the Company, of any kind, existing
prior to the consummation of the restructuring will be cancelled
under the terms of the plan of reorganization.

The Consenting Senior Secured Noteholders may terminate the Plan
Support Agreement under certain circumstances, including, but not
limited to, if (i) the Debtors breach any of their undertakings,
representations, warranties or covenants under the Plan Support
Agreement which remains uncured, (ii) any ruling or order
enjoining the consummation of a material portion of the plan,
(iii) the Debtors lose the exclusive right to file and solicit
acceptance of a chapter 11 plan, (iv) an examiner with expanded
powers is appointed in the Debtors' cases, a chapter 11 trustee is
appointed in the Debtors' cases, or the Debtors' cases shall have
been converted into a chapter 7 case or cases, (v) the Debtors or
the Creditors' Committee file any motion or pleading materially
inconsistent with the Plan Support Agreement, which is not
withdrawn, (vi) the Bankruptcy Court grants relief that is
materially inconsistent with the Plan Support Agreement, (vii) the
Bankruptcy Court grants relief terminating, annulling or modifying
the automatic stay with regard to any material assets of the
Debtors, (viii) the Debtors fail to file the plan of
reorganization and disclosure statement with the Bankruptcy Court
within 10 business days of the execution of the Plan Support
Agreement, (ix) the disclosure statement is not approved within 50
days of the execution of the Plan Support Agreement, (x) if the
plan of reorganization shall not have been approved within 95 days
of the execution of the Plan Support Agreement or (xi) if all of
the transactions contemplated by the Plan Support Agreement have
not been consummated within 120 days of the execution of the Plan
Support Agreement.

The plan of reorganization is subject to confirmation by the
Bankruptcy Court.  The Company expects the Bankruptcy court to
enter a ruling on confirmation of the plan of reorganization prior
to January 15, 2014.  Upon the effective date of the plan of
reorganization, reorganized GMXR will be a private company.

                       About GMX Resources

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

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

GMX filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla.
Case No. 13-11456) on April 1, 2013, so secured lenders can buy
the business in exchange for $324.3 million in first-lien notes.
David A. Zdunkewicz, Esq., at Andrews Kurth LLP, represented the
Debtors as counsel.

GMX missed a payment due in March 2013 on $51.5 million in second-
lien notes.  Other principal liabilities include $48.3 million in
unsecured convertible senior notes.

The DIP financing provided by senior noteholders requires court
approval of a sale within 75 days following approval of sale
procedures. The lenders and principal senior noteholders include
Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors
Inc. and Whitebox Advisors LLC.

Looper Reed is substituted as counsel for the Official Committee
of Unsecured Creditors in place of Winston & Strawn LLP, effective
as of April 25, 2013.  The Committee tapped Conway MacKenzie,
Inc., as financial advisor.


GROEB FARMS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Groeb Farms, Inc.
        10464 Bryan Highway
        Onsted, MI 48265

Case No.: 13-58200

Chapter 11 Petition Date: October 1, 2013

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Walter Shapero.Detroit

Debtor's Counsel: Judy A. O'Neill, Esq.
                  500 Woodward Avenue, Suite 2700
                  Detroit, MI 48226
                  Tel: 313-234-7113
                  Email: joneill@foley.com

                  John A. Simon, Esq.
                  500 Woodward Avenue, Suite 2700
                  Detroit, MI 48226
                  Tel: (313) 234-7100
                  Email: jsimon@foley.com

Estimated Assets: $50 million to $100 million

Estimated Liabilities: $50 million to $100 million

Debtor's List of 20 Largest Unsecured Creditors:

       Entity                     Nature of Claim   Claim Amount
       ------                     ---------------   ------------
1. Bees Brothers LLC                   Trade        $1,982,593
   9130 S. Dadeland Blvd.,
   Suite 1600
   Miami, FL 33156

2. Little Bee Impex                    -            $1,785,000
   G.T.Road, Doraha-141421
   Distt. Ludhiana
  (Punjab) INDIA

   Kashmir Apiaries Exports
   NH 1 Doraha, PB
   141421, India

   Ergogenic Nutrition
   133 Nanterre St, Suite #101
   Danville, CA 94506

   World Food Basket Inc.
   2711 Centerville
   Road # 120
   Wilmington, DE
   19808

3. Sunland Trading, Inc.                Trade       $1,723,931
   21 Locast Ave.
   New Canaan, CT 06840

4. JET                                  Subdebt     $1,553,353
   9707 Sheeler Road
   Onsted, MI 49265

5. Delta Food International Inc.        Trade       $1,443,443
   7056 Archibald Ave, Suite 102-158
   Corona, CA 92880

6. Lamex                                Trade       $1,422,657
   8500 Normandale Lake
   Blvd. Suite 1150
   Bloomington, MN 55437

7. Buoye Honey                         -              $786,205
   11575 Walnut Road
   Redlands, CA 92374

8. Naiman Foods                         Trade         $659,308
   Jose Ubach Y Roca 1153
   Parque Industrial General
   Belgrano
   E3106GDA Parana -
   Entre Rios
   Argentina

9. Citrofruit                           Trade         $534,497
   Constitucion 405 PTE
   Monterrey, Nuevo Leon
   64000 Mexico

10. Resurgance Corp. d/b/a              -             $533,803
    E.F. Lane and Son
   (Olesanik Family Living Trust)
    5100 Baggins Hill Rd.
    Templeton, CA 93485

11. Conex Trading Company, Inc.          Trade        $328,455
    585C Rio Grande Drive
    Grand Junction, CO
    81501

12. Natural Honey Importers              Trade        $326,286
    4806 North Oaks Blvd.
    North Brunswick, NJ
    08902

13. Vicentin Saic Sucursal               Trade      $311,580
    Uruguay
    Zonamerica Ruta 8 KM
    17.500 EDIF. @3/OF.
    105 91600

14. Sarahimpex                           Trade      $279,337
    969 Revere Dr.
    Hill Side, NJ 07205

15. BWB Honey                            Trade      $258,372
    1298 Garnet Ave.
    Mentone, CA 92359

16. Tony Lalonde Sales Prt               Trade      $179,176

17. Beelogic Enterprises                 -          $178,675

18. Unipro Foodservice, Inc.             -          $170,596

19. Tricorbraun                          -          $154,084

20. Grupo Berhfer, S.A. De C.V.          Trade      $153,084


HERFF JONES: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Herff Jones Inc. a
corporate credit rating of 'B+'.  The outlook is stable.

At the same time, S&P assigned both the company's $525 million
senior secured term loan and its $200 million senior secured
revolver an issue-level rating of 'BB-', with a recovery rating of
'2', indicating S&P's expectation for substantial (70%-90%)
recovery for lenders in the event of a payment default.

The 'B+' corporate credit rating reflects Herff Jones' leadership
position, albeit in fragmented and competitive markets, as well as
the company's aggressive financial profile.  S&P views the
company's business risk profile as "weak" due to its acquisitive
growth strategy and integration risks related to recent large
acquisitions.  S&P views Herff Jones' financial risk profile as
"aggressive" based on the company's lease-adjusted debt-to-EBITDA
ratio, which is consistent with the indicative 4x and 5x range
that S&P associates with an "aggressive" financial risk profile.
Pro forma for the acquisition and debt transaction, lease-adjusted
leverage is approximately 4.5x and EBITDA interest coverage is 4x,
based on the 12-month period ended June 30, 2013.  S&P views the
company's management and governance as "fair."

Herff Jones is an employee-owned firm that publishes school
yearbooks and manufactures and sells school class rings along with
other graduation-related merchandise, together known as "school
affinity products."  The company is also a leader in the niche
business of cheerleading products and services, and provides
instructional materials for the education market. BSN Sports is
the largest distributor of sports apparel and equipment in the
U.S.

The acquisition of BSN has created a firm diversified across
several K-12 and college niches.  Despite this diversity, a major
portion of the company's revenues and EBITDA are seasonal and
highly dependent on the North American academic cycle.  Based on
S&P's forecast of 1.7% U.S. GDP growth in 2013 and 2.8% in 2014,
it views the tentative state of the economy as a potential threat
to the school affinity products and sports apparel businesses due
to these products' discretionary nature and the possibility of
recurring school budget cuts.


HOSTESS BRANDS: Hilco Real Estate Completes Sale of Old HB Assets
-----------------------------------------------------------------
Hilco Real Estate announced the completion of the Old HB, Inc.
(f/k/a/ Hostess Brands, Inc.) asset sale which the company was
awarded in December 2012.  The completed transaction yielded $62.5
million for 140 properties, machinery and equipment, and thousands
of trucks.  The real estate, consisting of bakeries, depots,
distribution buildings, and retail outlet locations spread across
34 states was sold to investment firm, Hackman Capital Partners,
LLC based out of Los Angeles.  Hilco Real Estate was the exclusive
national disposition agent for the sale.

Greg Apter, President of Hilco Real Estate, said the company
received hundreds of bids for individual properties.  "We
conducted a pre-auction process that allowed individual bidders to
compete on an even plain with interested bulk bidders.  After
comparing the individual bids against the portfolio bids,
including taking into consideration holding costs and likely
residual real estate values, Hilco and Old HB, Inc. concluded that
a bulk sale, inclusive of real estate and equipment, would yield
the best result for our client."  The 140 properties Hackman
purchased include former bakery plants in Los Angeles and Oakland,
California, Wayne, N.J., St. Louis, Philadelphia, Cincinnati and
Defiance, Ohio and specifically include 3,400 trucks and delivery
vans, as well as distribution and retail buildings that once sold
the trademark Twinkies and Wonder Bread products.

"Hilco Real Estate used a highly innovative and effective
marketing campaign to successfully close this deal," said
Joel Schneider, the team lead for the sale.  "Within approximately
90-days, Hilco Real Estate attracted over 6,000 prospective buyers
which led to over 400 offers which is nearly unheard of in this
short amount of time."

The national and local marketing campaign consisted of print
advertising, web site listings, electronic media, public relations
and signage, all of which steered potential buyers to a dedicated
Hostess real estate website and call center staffed by the Hilco
sales team.  This single point of entry drove all inquiries
directly to Hilco wherein Hilco and its local broker network could
communicate with and track all prospective bidders.  Hilco
utilized an electronic data room to quickly and securely
disseminate property due diligence information to potential
buyers.  Key highlights of this campaign include:

-- Over 30,000 downloads of due diligence documentation

-- Over 6,000 signed confidentiality agreements

-- 430 + offers received prior to the bid deadline

-- 400+ on-site inspections

"Hilco Real Estate was able to pull together a rare, yet very
attractive opportunity to acquire quality real estate and
equipment in one shot," said Michael Hackman, Chief Executive
Officer of Hackman Capital Partners.  "We were impressed with the
Hilco Real Estate Team and their focus on both the commitment to
their client, as well as to our needs as we moved through their
sale process."

As Old HB's exclusive real estate advisor, Hilco was involved
early on in the sale process, valuing all 260 owned locations.
Approximately 120 of the properties were purchased by Metropoulos
& Co./Apollo Global Management LLC, Flowers Foods, and U.S.
Bakery, Inc. as part of their respective combined brand/asset
purchases of specific Old HB brands, including Wonder Bread and
Twinkies.  The company, formerly known as Hostess Brands Inc.,
announced last year that it was shutting down its business and
selling all of its assets in a bankruptcy and liquidation. In
December 2012, Hilco Real Estate was appointed as the exclusive
real estate advisor to Old HB, Inc. with approval from the United
States Bankruptcy Court.

                       About Hostess Brands

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

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

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

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

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

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

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

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.

Hostess Brands sold its businesses and most of the plants to five
different buyers for an aggregate of $860 million.  Hostess still
has some plants, depots and other facilities the buyers didn't
acquire.

The bankruptcy estate has changed its name to Old HB Inc.


HOWARD DALE: Court Puts Injunction, Receivership on Properties
--------------------------------------------------------------
Jack Barnwell at RIDGECRESTCA.COM reports that a Kern County
Superior Court judge granted a request by the city of Ridgecrest
to place a temporary injunction on the properties owned by William
Dale Howard.

The report notes that according to records, the court also
appointed a receiver for Howard's properties, a move that the city
has fought to obtain in a civil case that has lasted just over a
year.

According to the report, Ridgecrest Police Capt. Paul Wheeler
confirmed the ruling on Sept. 26.

"The judge agreed with the city of Ridgecrest that Mr. Howard's
properties are dangerous, unsafe and a public nuisance, and
appointed a receiver over the properties," the report quoted Mr.
Wheeler as saying.

The report relates that however, Mr. Wheeler said that the case is
still not over.  A jury trial is set for April 22, 2014 at the
Kern County Superior Court, Metropolitan Division in Bakersfield.

The report relays that Mr. Howard said on Sept. 27 that the ruling
made by the judge was dumbfounding, disappointing and crushing.

"It's really shocking that I have never been afforded a hearing
based on the merits of the case, and yet they are successfully
taking away the properties and destroying me. . . . On its face,
it seems to be unconstitutional," Mr. Howard said, the report
discloses.

The report relays that Mr. Howard said that the legal battles have
cost him more than US$280,000 to date, and he expressed doubt that
he would be able to afford legal counsel in the future.

The report notes that Mr. Howard added that it appeared it was
never the city's intention to allow Howard the ability for a jury
trial before a receivership act has been taken.

The report relates that "The judge accepted outright lies from the
captain of the police department," Mr. Howard said.  Mr. Howard
said said that the sea cargo containers placed on his properties
had all been done in one move, but that Wheeler's testimony told a
different story, the report says.


IMPLANT SCIENCES: Incurs $27.3 Million Net Loss in Fiscal 2013
--------------------------------------------------------------
Implant Sciences Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $27.35 million on $12.01 million of revenues for the
year ended June 30, 2013, as compared with a net loss of $14.63
million on $3.40 million of revenues during the prior fiscal year.

As of June 30, 2013, the Company had $5.09 million in total
assets, $49.64 million in total liabilities and a $44.54 million
total stockholders' deficit.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013.  The independent auditors noted the
Company has had recurring net losses and continues to experience
negative cash flows from operations.  As of Sept. 23, 2013, the
Company's principal obligation to its primary lender was
approximately $42,297,000 and accrued interest of approximately
$6,562,000.  The Company is required to repay all borrowings and
accrued interest to this lender on March 31, 2014.  These
conditions raise substantial doubt about its ability to continue
as a going concern.

                        Bankruptcy Warning

"Our ability to comply with our debt covenants in the future
depends on our ability to generate sufficient sales and to control
expenses, and will require that we seek additional capital through
private financing sources.  There can be no assurances that we
will achieve our forecasted financial results or that we will be
able to raise additional capital to operate our business.  Any
such failure would have a material adverse impact on our liquidity
and financial condition and could force us to curtail or
discontinue operations entirely.  Further, upon the occurrence of
an event of default under certain provisions of our agreements
with DMRJ, we could be required to pay default rate interest equal
to the lesser of 2.5% per month and the maximum applicable legal
rate per annum on the outstanding principal balance outstanding.
The failure to refinance or otherwise negotiate further extensions
of our obligations to DMRJ would have a material adverse impact on
our liquidity and financial condition and could force us to
curtail or discontinue operations entirely and/or file for
protection under bankruptcy laws," the Company said in the Report.

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

                        http://is.gd/u9Jhma

                      About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.


INFINIA CORP: Seeks Authority to Obtain $6-Mil. in DIP Loans
------------------------------------------------------------
Infinia Corporation and Powerplay Solar I, LLC, seek authority
from the U.S. Bankruptcy Court for the District of Utah, Central
Division, to obtain postpetition debtor-in-possession financing
from Atlas Global Investment Management LLP, as Administrative
Agent and Collateral Agent for various Lenders.

The Lenders have agreed to make available to the Debtors a total
of approximately $6,000,000, the actual amount of which reflects
the payoff of principal and accrued interest and fees the
Debtotrs' Prepetition Debt, plus another $3,000,000 of additional
funding.  The amount borrowed is to be treated as a super-priority
claim secured by a first position lien against substantially all
property of the Debtors' estates other than Avoidance Actions
(except for solely the proceeds of Avoidance Actions brought
pursuant to Section 549 of the Bankruptcy Code to recover any
post-Petition Date transfer of Collateral), and subject to
a carve-out for (a) Bankruptcy Court and United States Trustee
fees, (b) all Court approved fees of the Debtors' professionals
prior to a Termination Date, (c) up to $50,000 of allowed fees of
the Debtors' professionals after the Termination Date and (d) cash
in the amount of $100,000, pursuant to Sections 364(c) and (d).

The entire unpaid principal amount of advances under the DIP
Financing Agreement, along with all accrued and unpaid interest,
fees and charges, must be paid in full by the Debtors on the Term
Loan Maturity Date, which is the earlier of: (i) December 2, 2013,
(ii) acceleration of any Obligations under the DIP Financing
Agreement or (iii) the Termination Date.

Interest on the outstanding balance of the amounts advanced under
the DIP Financing Agreement accrues from the date that the
advance is made until it is repaid at the per annum rate of 5%,
with a Post-Default Rate of 7% per annum.

George Hofmann, Esq., Steven C. Strong, Esq. -- scs@pkhlawyers.com
-- and Victor P. Copeland, Esq., at Parsons Kinghorn Harris, A
Professional Corporation, in Salt Lake City, Utah, serve as
proposed attorneys for Infinia Corporation.

Troy J. Aramburu, Esq. -- taramburu@swlaw.com -- and Jeff D.
Tuttle, Esq. -- jtuttle@swlaw.com -- at Snell & Wilmer L.L.P., in
Salt Lake City, Utah, serve as proposed attorneys for PowerPlay
Solar.

                        About Infinia Corp.

Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of
a solar generation project in Yuma, Arizona, filed Chapter 11
cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013.  The
Debtors estimated assets and debts of at least $10 million.

The Debtors are represented by George B. Hofmann, Esq., at PARSONS
KINGHORN & HARRIS, P.C., in Salt Lake City, Utah.


INFINIA CORP: Needs to Use Cash to Continue Operations
------------------------------------------------------
Infinia Corporation and Powerplay Solar I, LLC, seek authority
from the U.S. Bankruptcy Court for the District of Utah, Central
Division, to use of cash collateral securing their indebtedness
from Atlas Global Asset Holdings, LP, and the DIP Secured Parties.

As a result of the grant of the New DIP Liens, and the use of Cash
Collateral, the Prepetition Lender Party will be granted adequate
protection pursuant to Sections 361, 362, 363, and 364 of the
Bankruptcy Code for any diminution in value resulting from the
automatic stay or Debtors' use, sale or lease of the Prepetition
Lender Party's Collateral (including Cash Collateral) during the
bankruptcy cases.

George Hofmann, Esq., Steven C. Strong, Esq., and Victor P.
Copeland, Esq., at Parsons Kinghorn Harris, A Professional
Corporation, in Salt Lake City, Utah, serve as proposed attorneys
for Infinia Corporation.

Troy J. Aramburu, Esq., and Jeff D. Tuttle, Esq., at Snell &
Wilmer L.L.P., in Salt Lake City, Utah, serve as proposed
attorneys for PowerPlay Solar.

                        About Infinia Corp.

Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of
a solar generation project in Yuma, Arizona, filed Chapter 11
cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013.  The
Debtors estimated assets and debts of at least $10 million.

The Debtors are represented by George B. Hofmann, Esq., at PARSONS
KINGHORN & HARRIS, P.C., in Salt Lake City, Utah.


INFINIA CORP: Seeks to Sell Assets to Lender
--------------------------------------------
Infinia Corporation and Powerplay Solar I, LLC, seek authority
from the U.S. Bankruptcy Court for the District of Utah, Central
Division, to sell substantially all of their assets to Atlas
Global Investment Management LLP.

Under the Atlas asset purchase agreement, Atlas has offered to
purchase the assets for a credit bid equal to the amount of the
obligations then outstanding under the DIP Credit Agreement and
the Prepetition Credit Agreement, plus the assumption of certain
liabilities of the Debtors.  Further, the Assets will be sold free
and clear of all liens, claims, interests and all other
encumbrances of any kind or nature to the fullext extent possible
under Section 363(f) of the Bankruptcy Code.

According to George Hofmann, Esq., at Parsons Kinghorn Harris, A
Professional Corporation, in Salt Lake City, Utah, the Atlas
Agreement represents the highest and best purchase offer --
indeed, the only purchase offer -- that the Debtors have received
to date for the assets, and the best available opportunity to
maximize value for all stakeholders.

Mr. Hoffman says that among the features of the Atlas Agreement
that are particularly beneficial to unsecured creditors and other
stakeholders of the Debtors are: (a) a provision permitting
the Debtors to retain a "Cash Carve-Out" of $150,000 to be used
for certain post-closing administrative expenses and to provide a
distribution of at least $100,000 to the pool of unsecured
creditors; (b) the assumption and payment of the Assumed
Liabilities so that those liabilities will not dilute the pool of
general unsecured creditor claims; (c) the retention of certain
causes of action, including avoidance actions, by the Debtors'
estates for the benefit of other stakeholders; and (d) the
willingness of Atlas to serve as the "stalking-horse" bidder
subject to higher or better offers without requiring any formal
bid protections or a break-up fee that otherwise could have a
chilling effect on the bidding and auction process.

The Debtors propose that a Qualified Bidder desiring to make a
Qualified Bid must deliver the bid requirements on or before Oct.
31, 2013.  If any qualified bids are timely received, an auction
will be held on Nov. 1.  The Debtors have reserved a hearing to be
held on Oct. 7, at 11:30 a.m.  The Debtors also request that, if
the bid procedures are approved, the Court hold a hearing to
approve any sale of the assets on Nov. 4.  Pursuant to the terms
of the DIP Loan, the Debtors intend to close the sale by no later
than Nov. 16.

Steven C. Strong, Esq., and Victor P. Copeland, Esq., at Parsons
Kinghorn Harris, A Professional Corporation, in Salt Lake City,
Utah, also serve as proposed attorneys for Infinia Corporation.

Troy J. Aramburu, Esq., and Jeff D. Tuttle, Esq., at Snell &
Wilmer L.L.P., in Salt Lake City, Utah, serve as proposed
attorneys for PowerPlay Solar.

                        About Infinia Corp.

Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of
a solar generation project in Yuma, Arizona, filed Chapter 11
cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013.  The
Debtors estimated assets and debts of at least $10 million.

The Debtors are represented by George B. Hofmann, Esq., at PARSONS
KINGHORN & HARRIS, P.C., in Salt Lake City, Utah.


INFINIA CORP: Employs Parsons Kinghorn as Bankruptcy Counsel
------------------------------------------------------------
Infinia Corporation seeks authority from the U.S. Bankruptcy Court
for the District of Utah, Central Division, to employ Parsons
Kinghorn Harris, P.C., as its general bankruptcy counsel to be
paid the following hourly rates:

    Shareholders:       $195-$400
    Associates:         $150-$185
    Paralegals:           $75-125

The firm will also be reimbursed for any necessary out-of-pocket
expenses.

George Hoffman, Esq., a member of Parsons Kinghorn Harris, in Salt
Lake City, Utah, assures the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.  PKH presently holds a retainer
of $49,597 from the Debtor.

                        About Infinia Corp.

Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of
a solar generation project in Yuma, Arizona, filed Chapter 11
cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013.  The
Debtors estimated assets and debts of at least $10 million.

The Debtors are represented by George B. Hofmann, Esq., at PARSONS
KINGHORN & HARRIS, P.C., in Salt Lake City, Utah.


INFINIA CORP: Taps Rocky Mountain Advisory as Accountants
---------------------------------------------------------
Infinia Corporation seeks authority from the U.S. Bankruptcy Court
for the District of Utah, Central Division, to employ Gil A.
Miller and Rocky Mountain Advisory, LLC, as its accountants and
financial advisors.

RMA will be paid its currently hourly rates, which range between
$125 and $350.  The firm will also be reimbursed for any necessary
out-of-pocket expenses.

Gil A. Miller, senior managing director of Rocky Mountain Advisory
LLC, assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates.  RMA presently holds a retainer of $19,378,
received from the Debtor.

                        About Infinia Corp.

Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of
a solar generation project in Yuma, Arizona, filed Chapter 11
cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013.  The
Debtors estimated assets and debts of at least $10 million.

The Debtors are represented by George B. Hofmann, Esq., at PARSONS
KINGHORN & HARRIS, P.C., in Salt Lake City, Utah.


INFINIA CORP: Taps Hamilton Clark as Financial Advisor & Banker
---------------------------------------------------------------
Infinia Corporation seeks authority from the U.S. Bankruptcy Court
for the District of Utah, Central Division, to employ Hamilton
Clark Sustainable Capital, Inc., f/k/a Hamilton Clark Securities
Company, as its financial advisor and investment banker.

Hamilton Clark will charge the Debtor a flat monthly fee of
$45,000, and a deferred fee of 6%.  The deferred fee becomes
payable if a business transaction is closed (i) during the term of
Hamilton Clark's engagement with any party or (ii) within 12
months following the effective date of the termination of the
agreement with a party included on Hamilton Clark's list or with a
party that had any contact with the Debtor during Hamilton Clark's
engagement but was not identified to Hamilton Clark.  The deferred
fee will be the greater of $200,000 or all monthly fees previously
paid if the consideration for the business transaction is provided
by an insider of the Debtor or an affiliate of that insider, and a
minimum of $300,000 if the consideration for the business
transaction is provided by an unrelated third party.

In addition to the fees, Hamilton Clark will be reimbursed for any
necessary out-of-pocket expenses.

John J. McKenna, chairman and CEO of Hamilton Clark, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
According to Mr. McKenna, at the end of August 2013, the firm sent
the Debtor an invoice for roughly $20,120 for prepetition work but
the firm agreed to waive its claim for the prepetition amount in
anticipation of the postpetition engagement.

                        About Infinia Corp.

Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of
a solar generation project in Yuma, Arizona, filed Chapter 11
cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013.  The
Debtors estimated assets and debts of at least $10 million.

The Debtors are represented by George B. Hofmann, Esq., at PARSONS
KINGHORN & HARRIS, P.C., in Salt Lake City, Utah.


INFINIA CORP: Hires Fenwick & West as Special Counsel
-----------------------------------------------------
Infinia Corporation seeks authority from the U.S. Bankruptcy Court
for the District of Utah, Central Division, to employ Fenwick &
West LLP as special counsel with respect to corporate,
transactional, and securities issues that may arise in the Chapter
11 case.

The current hourly rates for the Fenwick attorneys primarily
involved in advising and representing the Debtor are as follows:

Alan C. Smith, Esq. -- acsmith@fenwick.com              $735
Andrew T. Albertson, Esq. -- aalbertson@fenwick.com     $565

The firm will also be reimbursed for any necessary out-of-pocket
expenses incurred.

Mr. Smith assures the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.  The Debtor paid to Fenwick a $25,000
retainer on or about Sept. 3, 2013.  The Debtor has billed $21,906
for the work provided by the firm as special counsel in advising
the Debtor with respect to its restructuring efforts, and thus,
$3,093 of the $25,000 retainer remains.  According to Mr. Smith,
the Debtor currently owes the firm a prepetition debt of $131,467
for services rendered prior to the Petition Date that are
unrelated to the firm's service and retention as special counsel.
Mr. Smith also discloses that Fenwick holds 568,368 shares of the
Debtor's common stock, which represents less than one-fifth of one
percent of the Debtor's outstanding shares of common stock.

                        About Infinia Corp.

Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of
a solar generation project in Yuma, Arizona, filed Chapter 11
cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013.  The
Debtors estimated assets and debts of at least $10 million.

The Debtors are represented by George B. Hofmann, Esq., at PARSONS
KINGHORN & HARRIS, P.C., in Salt Lake City, Utah.


ISAACSON STEEL: Files Plan to Incorporate Global Settlement
-----------------------------------------------------------
Isaacson Steel, Inc., and Isaacson Structural Steel, Inc., filed
with the U.S. Bankruptcy Court for the District of New Hampshire a
first amended joint plan of reorganization and accompanying
disclosure statement.

The Amended Plan is built upon the global settlement agreement
entered into among the Debtors, the Official Committee of
Unsecured Creditors of Isaacson Structural Steel, Inc., the New
Hampshire Business Finance Authority, Passumpsic Savings Bank and
its participants, Woodville Guaranty Savings Bank and Ledyard
National Bank, and Turner Construction Company, Inc.

A liquidating trust will be established to be funded by all of the
Debtors' cash except cash to be retained to wind up the Debtors'
affairs, D&O and E&O claims, and proceeds from estate actions.
All classes of claims under the Plan will be impaired.

The Debtors have requested that the Bankruptcy Court schedule a
combined hearing on the adequacy of this Disclosure and the
Confirmation of the Plan for October 23, 2013 and to shorten the
required notice to all creditors to the extent reasonably
necessary to accomplish that goal. If the Plan is confirmed at or
shortly after that hearing, the Effective Date will be in late
November.  The Debtors also requested that the Court schedule the
deadline for parties to file objections to the Disclosure
Statement and confirmation of the Plan for Oct. 21.

A full-text copy of the Plan and Disclosure Statement overview is
available for free at http://bankrupt.com/misc/ISAACSONds0925.pdf

William S. Gannon, Esq., at William S. Gannon PLLC, in Manchester
New Hampshire, serves as attorney for the Debtors.

               About Isaacson Structural Steel, Inc.

Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc.,
and affiliate Isaacson Steel, Inc., filed separate Chapter 11
bankruptcy petitions (Bankr. D. N.H. Case Nos. 11-12416 and
11-12415) on June 22, 2011.

Isaacson Structural Steel estimated both assets and debts of
$10 million to $50 million.  Isaacson Steel estimated assets and
debts of $1 million to $10 million.  The petitions were signed by
Arnold P. Hanson, Jr., president.

Bankruptcy Judge J. Michael Deasy presides over the cases.
William S. Gannon, Esq., Esq., at William S. Gannon PLLC, in
Manchester, New Hampshire, represents the Debtors as counsel.  The
Debtors retained General Capital Partners, LLC to act as their
investment banker.

An official committee of unsecured creditors has been appointed in
Isaacson Structural Steel's case.  Daniel W. Sklar, Esq., at Nixon
Peabody LLP, in Manchester, represents the Committee.  Mesirow
Financial Consultants also advises the Committee.

New Hampshire Business Finance Authority is represented by:

         George E. Marcus, Esq.
         MARCUS, CLEGG & MISTRETTA
         One Canal Plaza, Suite 600
         Portland, Maine 04101

Turner Construction, Inc., is represented by:

         D. Ethan Jeffery, Esq.
         MURPHY & KING, P.C.
         One Beacon Street, 21st Floor
         Boston, MA 02108

Passumpsic Savings Bank is represented by:

         Daniel P. Luker, Esq.
         PRETI FLAHERTY PACHIOS & BELIVEAU, PLLP
         57 North Main Street
         Concord, NH 03302-1318


J.C. PENNEY: Fitch Cuts Issuer Default Ratings to 'CCC'
-------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) on
J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. to 'CCC'
from 'B-'.

Key Rating Drivers

Higher than expected cash burn in 2013: The rating downgrades
reflect higher than expected cash burn in 2013 and Fitch's concern
that the projected FCF shortfall in 2014 will require additional
external funding, even with $3-plus billion liquidity injection so
far this year (and a $850 million draw on its revolver).

Fitch now projects cash burn of $2.8 billion - $3.0 billion in
2013, a billion dollars higher than its mid-May projections. This
reflects EBITDA of negative $1 billion to negative $1.2 billion
(versus prior projections of negative $0.5 billion) and higher
than expected working capital use in excess of $0.5 billion.

The revised EBITDA reflects weaker-than-expected comp store sales
(comps), particularly in the new home categories and back-to-
school categories, and the subsequent markdown of excess inventory
leading to significant gross margin contraction. The higher
working capital use reflect the significant inventory build-up
related to the new home departments and upcoming launches such as
Disney, as well as the buildup related to bringing back some of
the private label brands (St. John's Bay, Ambrielle, Cooks) and
basics that were significantly cut back last year under Ron
Johnson. Fitch believes the risk for further inventory markdown
remains through the holiday season as inventory buys remain
aggressive and sales could continue to disappoint.

Equity infusion offsets higher cash burn: With the additional
liquidity injection of approximately $800 million (or
approximately $900 million if the underwriter exercises its option
in full) from the recent equity offering on top of the $2.25
billion secured term loan issued in May, Fitch expects total year
end liquidity to be around $2.0 to $2.1 billion (with $300 million
available on its $1.85 billion credit facility assuming no change
in the current $850 million outstanding and $500 million in
letters of credit), allaying near-term concerns from the vendor
community.

However, additional external funding may be needed in 2014. Beyond
2013, Fitch estimates that the company will have to generate a
minimum of $750 million-$875 million in EBITDA to fund ongoing
capex in the $400 million to $500 million range and cash interest
expense of $360 million-$375 million. This would require the
company to return sales to about $13.4 billion to $13.6 billion -
14% to 16% above 2013 projected levels - and realize gross margins
in the 39%-40% range, assuming a relatively flat cost structure.

This appears highly ambitious given the significant execution
risk. While the reintroduction of coupons and critical private
brands such as St. John's Bay in major categories should stem the
significant pace of decline in the business that occurred in 2012
and first half 2013 (top-line decline of 24.8% and 14.2%,
respectively), the upfront investments in inventory, capex and
promotional activity are significant and we have yet to see
positive traction.

Therefore, FCF is still expected to be materially negative in
2014. Cash burn could be as high as $1 billion next year if EBITDA
is still modestly negative which could necessitate additional
external funding for the 2014 holiday season. Peak seasonal
working capital funding needs (from year end levels which are
typically used as a gauge of trough working capital levels) are
estimated to be $850 million to $1 billion. The speed and ability
of the company to return to positive comps growth and sell at more
normalized gross margins (in the 38% to 40% range assuming
inventory buys are aligned with sales expectations) will
ultimately determine additional funding requirements in 2014 and
beyond.

Issue Ratings Based On Recovery Analysis

For issuers with IDRs at 'B+' and below, Fitch performs a recovery
analysis for each class of obligations of the issuer. The issue
ratings are derived from the IDR and the relevant Recovery Rating
and notching, based on Fitch's recovery analysis, that places a
liquidation value under a distressed scenario of close to $6
billion as of August 3, 2013 for J.C. Penney.

J.C. Penney's $1.85 billion senior secured asset-based credit
facility (ABL) that matures in April 2016 has been downgraded to
'B/RR1' from 'BB-/RR1'. RR1 indicates outstanding recovery
prospects (91% - 100%) in a distressed scenario. The facility is
secured by inventory and receivables with borrowings subject to a
borrowing base.

The company is subject to a springing covenant of maintaining
fixed-charge coverage of 1.0x if the availability falls below the
greater of (i) 10% of line cap (the lesser of total commitment or
borrowing base) and (ii) $125 million. As of the end of the second
quarter of 2013, the company had $497 million available for future
borrowing (after taking into account $850 million in borrowings
and $503 million in LOCs), of which $312 million is currently
accessible due to the limitation of the fixed charge coverage
ratio.

The $2.25 billion term loan facility due May 2018 has also been
downgraded to 'B/RR1' from 'BB-/RR1'. The term loan facility is
secured by (a) first lien mortgages on owned and ground leased
stores (subject to certain restrictions primarily related to
Principal Property owned by J.C. Penney Corporation, Inc.), the
company's headquarters and related land, and nine owned
distribution centers; (b) a first lien on intellectual property
(trademarks including J.C. Penney, Liz Claiborne, St. John's Bay,
and Arizona), machinery, and equipment; (c) a stock pledge of J.C.
Penney Corporation and all of its material subsidiaries and all
intercompany debt; and (d) second lien on inventory and accounts
receivable that back the $1.85 billion ABL facility.
The term loan financing that was put in place in May maxed out the
incremental amount of first- and second-lien debt J.C. Penney can
incur under its credit facility, although it could try to tap into
the $400 million accordion feature on its revolver, and could
issue unsecured, subordinated debt, convertible notes or preferred
equity.

The $2.6 billion of senior unsecured notes have been downgraded to
'CCC/RR4' from 'B-/RR4', indicating average recovery prospects
(31% - 50%).

Rating Sensitivities

A Negative Rating action could occur if comps and margin trends
continue to erode, indicating J.C Penney is not stabilizing its
core business, leading to concerns around the company's liquidity
position.

A Positive Rating action could occur if the company sufficient to
cover its projected capex and interest expense at a total of $750
million to $875 million.

Fitch has downgraded the ratings on J.C. Penney as follows:

J.C. Penney Co., Inc.
-- IDR to 'CCC' from 'B-'.

J.C. Penney Corporation, Inc.
-- IDR to 'CCC' from 'B-';

-- $1.85 billion senior secured bank credit facility to 'B/RR1'
   from 'BB-/RR1';

-- $2.25 billion senior secured term loan to 'B/RR1' from
   'BB-/RR1'; and

-- $2.6 billion senior unsecured notes and debentures to 'CCC/RR4'
   from 'B-/RR4'.


JEFFREY A PROSSER: Dist. Ct. Dismisses FirstBank Foreclosure Suit
-----------------------------------------------------------------
Chief District Judge Wilma A. Lewis granted, without prejudice, a
motion to dismiss for lack of jurisdiction in a foreclosure action
relating to Unit 222 of Stage 2A in Schoomer Bay Condominium.

The action is FIRSTBANK PUERTO RICO, Plaintiff, v. AMJ, INC., and
JAMES P. CARROLL as CHAPER 7 TRUSTEE OF THE ESTATE OF JEFFERY J.
PROSSER, and SCHOONER BAY CONDOMINIUM ASSOCIATION, Defendants,
Civil Action No. 2011-063 (D. Virgin Islands).  A copy of Judge
Lewis' Sept. 4, 2013 Memorandum Opinion is available at
http://is.gd/GCNUAAfrom Leagle.com.

The Motion to Dismiss was filed by AMJ.

The District Court finds that FirstBank has not properly alleged
complete diversity of citizenship with respect to Carroll/Prosser,
and therefore dismissal under Fed.R.Civ.P. Rule 12(b)(1) for lack
of subject matter jurisdiction is proper.  Because the Court will
grant FirstBank's request for leave to amend its Complaint, the
dismissal will be without prejudice, the judge says.

FirstBank Puerto Rico is represented by Justin K. Holcombe, Esq.
-- jholcombe@dtflaw.com -- of Dudley, Topper and Feuerzeig, LLP,
in, St. Thomas, U.S. Virgin Islands.

AMJ Inc. is represented by  Lawrence H. Schoenbach, Esq. --
schoenbachlawoffice@att.net -- of New York, NY.

James P. Carroll, Chapter 7 Trustee of the Estate of Jeffrey J.
Prosser, is represented by Bernard C. Pattie, Esq., of 1244 Queen
Cross Street, Suite 5, in Christiansted, VI 00820-4932.

Schooner Bay Condominium Association is represented by Robert. A.
Waldman, Esq. -- rlwaldman@Venable.com -- of Venable LLP.


K-V PHARMACEUTICAL: Appoints Joe Mahady as Chairman of the Board
----------------------------------------------------------------
K-V Pharmaceutical Company on Oct. 3 announced the appointment of
Joseph M. Mahady as Chairman of its Board of Directors.
Previously, Mr. Mahady served as Senior Vice President of Wyeth,
LLC, and President of Wyeth Pharmaceuticals, Inc., where he led
the company's $20 billion global pharmaceutical business.  During
his tenure, he oversaw the successful launch of more than 30
products in multiple therapeutic areas.  Mr. Mahady has held
various board positions, including Immunex, Albemarle, EKR
Therapeutics, Discovery Labs and Cortendo AB.

"Joe's extensive knowledge and expertise in women's healthcare
will play a critical role in establishing a renewed focus at the
company," said Greg Divis, CEO of KV.  "We are fortunate to have
Joe's leadership as we continue to grow our business and deliver
high quality women's healthcare products."

"I am excited to be joining KV at this particular time," said
Mr. Mahady.  "There is perhaps no more exciting time in a
company's evolution than when it moves beyond adversity and
applies the knowledge gained from that experience to strengthen
the emerging company.  KV is in that position today."

Last month, KV announced it had emerged from Chapter 11
bankruptcy.  The appointment of Mr. Mahady as Chairman is an
important part of the company's effort to add depth to its Board
of Directors and build upon its portfolio of FDA-approved women's
healthcare products.  KV will be announcing additional new members
of its Board of Directors in the coming weeks.

                     About K-V Pharmaceutical

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

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

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

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

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


KEOWEE FALLS: Oct. 24 Hearing on Final Decree Closing Ch.11 Case
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina will
convene a hearing on Oct. 24, 2013, at 9:30 a.m., to consider
Keowee Falls Investment Group, LLC's motion for a final decree
closing the Chapter 11 case.

R. Geoffrey Levy, Esq., at Levy Law Firm, on behalf of the Debtor,
has filed a report of substantial consummation of the Plan of
Reorganization, which was confirmed on March 15, 2013.  Mr. Levy
also told the Court that the estate is fully administered.

As reported in the Troubled Company Reporter on March 22, 2013,
according to the confirmed Plan, the Debtor's remaining assets
comprise of $165,000 in cash, a potential recovery on a
$16 million unsecured claim in Cliffs Club's Chapter 11 case,
and recovery from loans to related entities or parties.

With the secured claims paid in full from the approved sale of its
assets, unsecured creditors will be paid a pro rata share of the
net cash proceeds.  Equity holders will receive the surplus from
any residual recoveries after unsecured creditors have been paid
in full.

                        About Keowee Falls

Travelers Rest, South Carolina-based Keowee Falls Investment
Group, LLC filed a Chapter 11 petition (Bankr. D. S.C. Case
No. 12-01399) in Spartanburg, South Carolina, on March 2, 2012.
Bankruptcy Judge John E. Waites presides over the case.
R. Geoffrey Levy, Esq., at Levy Law Firm, LLC assists the Debtor
in its restructuring effort.  Keowee Falls estimated assets at
$100 million to $500 million and debts at $10 million to
$50 million.

In its schedules, the Debtor disclosed $32,671,753 in assets and
$19,913,844 in liabilities as of the Chapter 11 filing.

The Debtor owned The Cliffs at Keowee Falls South before giving up
the assets to lenders in exchange for $17 million of debt.


KEYUAN PETROCHEMICALS: Incurs $497,000 Net Loss in Second Quarter
-----------------------------------------------------------------
Keyuan Petrochemicals, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $497,000 on $94.3 million of sales
for the three months ended June 30, 2013, compared with net income
of $1.1 million on $184.4 million of sales for the same period
last year.

The Company reported net income of $2.4 million on $303.8 million
of sales for the six months ended June 30, 2013, compared with net
income of $2.9 million on $367.8 million of sales for the
corresponding period of 2012.

The Company's balance sheet at June 30, 2013, showed
$826.2 million in total assets, $739.2 million in total current
liabilities, Series B convertible preferred stock of
$16.5 million, and stockholders' equity of $70.5 million.

"The Company reported net income and cash flows used in operations
of approximately $2.42 million and $86.8 million, respectively for
the six months ended June 30, 2013, and a net loss and cash flows
used in operations of approximately $5.85 million and
$7.1 million, respectively for the year ended Dec. 31, 2012.  At
June 30, 2013, and Dec. 31, 2012, the Company had a working
capital deficit of approximately $180 million and $159 million,
respectively.  These factors raise substantial doubt about the
Company's ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/aYJ1I4

Headquartered in Ningbo, Zhejiang Province, P.R. China, Keyuan
Petrochemicals, Inc., is engaged in the manufacture and sale of
petrochemical and rubber products in the PRC.


LANDAUER HEALTHCARE: Court Extends Deadline to Use Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court granted Landauer Healthcare Holdings,
Inc.'s request to extend the deadline to use cash collateral.

Pursuant to the Court's interim order authorizing the Debtor's use
of cash collateral, entered on Aug. 20, the Debtor's right to use
cash collateral terminates immediately on the earlier of Sept. 14,
2013; the expiration of the approved budget; the date of a final
hearing on the Debtor's request to use cash collateral; the date
any material provision of the court's Interim Order will, for any
reason, cease to be valid and binding or the Debtors will assert
in any pleading filed with the Court; the date an application is
filed by the Debtor for approval of any superpriority claim or any
lien that is pari passu with or senior to the liens granted to the
lenders pursuant to the Interim Order without prior written
consent of the lenders; if the Court has not entered an order
approving bidding procedures governing the sale of the Debtor's
assets on Sept. 5; immediately upon entry of any bidding
procedures order which does not contain a provision that is
satisfactory to the lenders validating and confirming the lenders'
credit bidding rights; the date the Chapter 11 case is converted
to a Chapter 7 case, or a trustee or an examiner which expanded
powers is appointed or elected; the date of commencement of any
action by the Debtor against the lenders with respect to the
prepetition obligations or prepetition liens; or the withdrawal,
amendment, modification of, or filing of a pleading by the Debtor
seeking to withdraw, amend or modify the proposed sale process and
bidding procedures in a manner not acceptable to the lenders.

The Court's recent order, dated Sept. 26, provides that the
Debtor's right to use cash collateral terminates immediately on
the earlier of Oct. 7; the date any material provision of the
final order shall, for any reason, cease to be valid and binding
or the Debtor will so assert in any pleading filed with the Court;
the date an application is filed by the Debtor for approval of any
superpriority claim or any lien that is pari passu with or senior
to the liens granted to the lenders pursuant to the Final Order
without prior written consent of the lenders; the date the Chapter
11 case is converted to a Chapter 7 case, or a trustee or an
examiner which expanded powers is appointed or elected; the date
of commencement of any action by the Debtor against the lenders
with respect to the prepetition obligations or prepetition liens.

Pursuant to the Aug. 20 interim order, the Court gave the official
committee of unsecured creditors appointed in the case 60 days
after the committee's appointment to investigate the validity,
perfection, enforceability, and extent of pre-bankruptcy
obligations and liens and any potential claims of the Debtor or
their estates against the lenders with respect to the prepetition
obligations, liens, "lender liability" claims and causes of
action, any actions, claims or defenses under chapter 5 of the
Bankruptcy Code or any other claims or causes of action.  Other
parties in interest have until 75 days after the entry of the
Interim Court order to conduct a similar probe.

Pursuant to the Court's latest order, the Committee's
Investigation Termination Date is extended until Nov. 8, 2013.

When it filed for bankruptcy, the Debtor owed $29,360,747 to the
lenders led by TD Bank N.A., as administrative agent and TD
Securities (USA) LLC and RBS Citizens N.A., as joint lead
arrangers.

A further hearing on the modification of the Final Order and (and
approval of a revised Approved Budget) will be held Oct. 4, 2013
at 10:00 a.m.

                 About Landauer Healthcare Holdings

Home medical equipment provider Landauer Healthcare Holdings,
Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
13-12098) on Aug. 16, 2013, with a deal to sell all assets to
Quadrant Management Inc. for $22 million, absent higher and better
offers.

The Company has 32 operating locations, with 50% of inventory
concentrated in Mount Vernon, New York; Great Neck, New York;
Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer,
which derives revenues by reimbursement from insurers, Medicare
and Medicaid, reported net revenues of $128.5 million in fiscal
year ended March 31, 2013.

Landauer estimated assets and debt of at least $50 million.

Michael R. Nestor, Esq., Matthew B. Lunn, Esq., and Justin H.
Rucki, Esq., at Young Conaway Stargatt & Taylor, LLP; and John A.
Bicks, Esq., Charles A. Dale III, Esq., and Mackenzie L. Shea,
Esq., at K&L Gates LLP, serve as the Debtor's counsel.  Carl Marks
Advisory Group serves as the Debtor's financial advisors, and Epiq
Systems as claims and notice agent.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases.  The Committee retained Landis Rath & Cobb
LLP as counsel.


LIBERATOR INC: Incurs $288,000 Net Loss in Fiscal 2013
------------------------------------------------------
Liberator, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$288,485 on $13.84 million of net sales for the year ended June
30, 2013, as compared with a net loss of $782,417 on
$14.47 million of net sales during the prior year.

The Company's balance sheet at June 30, 2013, showed $3.16 million
in total assets, $4.74 million in total liabilities and a $1.57
million total stockholders' deficit.

Liggett, Vogt & Webb, P.A., in Boynton Beach, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company has a net loss of $288,485, a
working capital deficiency of $1,233,352, an accumulated deficit
of $8,047,685 and a negative cash flow from continuing operations
of $103,765.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/foo3ur

                        About Liberator Inc.

Atlanta, Georgia-based Liberator is a vertically integrated
manufacturer that designs, develops and markets products and
accessories that enhance intimacy.  Liberator is also a nationally
recognized brand trademark, brand category and a patented line of
products commonly referred to as sexual positioning shapes and sex
furniture.


LIGHTSQUARED INC: Bankruptcy Judge Approves Bidding Procedures
--------------------------------------------------------------
Judge Shelley Chapman of the U.S. Bankruptcy Court in Manhattan
approved on Oct. 1 the procedures for the auction of
LightSquared's assets.

The approval came after the wireless-satellite company settled its
dispute with a group of lenders over how the sale of its assets
should be conducted.

LightSquared will offer for sale all or substantially all of its
assets, which include so-called "LP assets" and the assets of
LightSquared Inc., the holding company largely owned by Philip
Falcone and his investment firm Harbinger Capital Partners LLC.

The court-approved process, currently led by a $2.22 billion offer
for the LP assets from L-Band Acquisition LLC and an offer for One
Dot Six Corp.'s wireless spectrum assets from Mast Spectrum
Acquisition Corp., impose a Nov. 20 deadline on the submission of
bids for the assets.

LightSquared will hold an auction on Nov. 25 at the New York
offices of Milbank Tweed Hadley & McCloy LLP if it receives other
offers from interested buyers.  If the bid deadline is extended to
Nov. 25, the company will hold an auction on Dec. 3.

The bankruptcy court will hold a hearing on Dec. 10 to consider
approval of the sale of the assets to the winning bidder.
Objections to the sale are due by Nov. 26.

L-Band is entitled to bid protection in the form of a break-up fee
of $51.8 million, which is subject to upward adjustment in
accordance with the court-approved procedures.  Meanwhile, MAST
Spectrum is entitled to reimbursement of fees and expenses
incurred in connection with its offer, which will be allowed as
administrative expenses.

Any decision to be made by LightSquared under the bid procedures
will be made by the independent committee of LightSquared's board
of directors.  A copy of Judge Chapman's ruling can be accessed
for free at http://is.gd/gUzdPC

           Judge Okays Payment to Independent Committee

Separately, Judge Chapman final approval for LightSquared to pay
the three-person committee that will oversee the sale of its
assets at the auction.

The members will be paid $35,000 a month until the end of 2013 and
$25,000 a month after that, according to Judge Chapman's Oct. 2
ruling.

Earlier, Nextel co-founder Christopher Rogers replaced Donna
Alderman as the third member of the committee.  Judge Chapman
rejected Ms. Alderman's nomination after the lenders raised
concerns about her relationship with L-Band's parent, Dish Network
Corp.

The two other members are Alan Carr, managing director at
Strategic Value Partners LLC, and Neal Goldman, a managing
director at Mackay Shields LLC and a principal at Banc of America
Securities LLC.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LONGVIEW POWER: Cash Collateral Hearing Adjourned to Oct. 21
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
adjourned the hearing scheduled for Oct. 7, 2013, to Oct. 21, at
10 a.m., to consider:

   1. Longview Power, LLC, et al.'s motion for use of cash
      collateral; and

   2. the Contractor Parties' motions for relief from the
      automatic stay.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
on behalf of the Debtor, said that the Contractor Parties and the
steering committee of a group of lenders under the Debtors' senior
secured facility had consented to the adjournment of the hearing.

As reported in the Troubled Company Reporter on Sept. 12, 2013,
the Debtor was given interim permission from the bankruptcy court
to pay bills using cash representing collateral for secured
lenders' claims.

                       About Longview Power

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the bankruptcy case of Longview Power LLC due to
insufficient response to the U.S. Trustee's communication/contact
for service on the committee.


LONGVIEW POWER: Can Hire Denton US as Counsel in Kvaerner Matter
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Longview Power, LLC, et al., to employ Denton US LLP as special
counsel.

Denton US is expected to represent the Debtors in connection with
the arbitration captioned Kvaerner North American Construction
Inc. v. Longview Power, LLC, et al.  Specifically, Denton US will,
among other things:

   -- assist the Debtor in proceedings before the Court with
respect to any action to estimate the claims or causes of action
from a related to the claims or causes of action asserted by the
contractors in the Arbitration pursuant to Section 502(c) of the
Bankruptcy Code; and

   -- assist the Debtors in proceedings before the Court to
determine the validity, extent, and priority of any liens filed by
the contractors.

                       About Longview Power

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the bankruptcy case of Longview Power LLC due to
insufficient response to the U.S. Trustee's communication/contact
for service on the committee.


LONGVIEW POWER: Ernst & Young Approved as Tax Advisor
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Longview Power, LLC, et al., to employ Ernst & Young LLP as their
tax advisor to the Debtors.

As reported in the Troubled Company Reporter on Sept. 18, 2013,
Jeffery L. Keffer, the Company's president and chief executive
officer, informed the Court that Ernst & Young has provided
services to the Debtors over a number of years and has familiarity
with the Debtors' business, and can deliver the proposed tax
advisory services in a cost-efficient manner.

As tax advisor, Ernst & Young will, among other things:

* work with the Debtors and their counsel in developing an
  understanding of the U.S. federal and state and local income
  and indirect tax issues and alternatives associated with the
  restructuring; and

* work with Debtor personnel and/or outside legal counsel in
  Developing an understanding of the Debtors' business objectives
  and strategies, including understanding the tax implications of
  any reorganization and/or restructuring alternatives being
  evaluated that may result in a change in the equity,
  capitalization, and/or ownership of the shares/partnership
  interests of the Debtors or their assets, including assistance
  with modeling the foregoing.

Ernst & Young will be paid based on these hourly rates, depending
on the classification of the professional providing the services:

     Title                                    Hourly Rates
     -----                                    ------------
Partner, Principal, Executive Director          $750-900
Senior Manager                                  $675-825
Manager                                         $575-625
Senior                                          $375-550
Staff                                           $150-300

The firm will also be reimbursed for any direct expenses incurred
in connection with its retention in the Chapter 11 cases.

James Steen, a partner at Ernst & Young, assures the Court that
his firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, as required by Section 327(a), and
does not hold or represent an interest adverse to the Debtors or
the Chapter 11 estates.

                       About Longview Power

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the bankruptcy case of Longview Power LLC due to
insufficient response to the U.S. Trustee's communication/contact
for service on the committee.


LONGVIEW POWER: Has Until Oct. 29 to File Schedules and Statements
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Oct. 29, 2013, Longview Power, LLC, et al.'s time to file
its schedules of assets and liabilities, schedules of current
income and expenditures, schedules of executory contracts and
unexpired leases, and statements of financial affairs.

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the bankruptcy case of Longview Power LLC due to
insufficient response to the U.S. Trustee's communication/contact
for service on the committee.


MARANI BRANDS: Suspending Filing of Reports with SEC
----------------------------------------------------
Marani Brands, Inc., filed a Form 15 with the U.S. Securities and
Exchange Commission to terminate the registration of the Company's
common stock under Section 12(g) of the Securities Exchange Act of
1934.  As of Sept. 29, 2013, there were 204 holders of common
shares.  As a result of the Form 15 filing, the Company is not
anymore obligated to file regulatory filings with the SEC.

                        About Marani Brands

Based in North Hollywood, Calif., Marani Brands, Inc. (OTC BB:
MRIB) primarily engages in the distribution of wine and spirit
products manufactured in Armenia.  The Company's signature product
is Marani Vodka, a premium vodka which is manufactured exclusively
for the Company in Armenia.

The Company's balance sheet at March 31, 2010, showed $1,137,841
in assets and $3,188,227 of liabilities, for a stockholders'
deficit of $2,050,386.

As reported in the Troubled Company Reporter on October 19, 2009,
Gruber & Company, LLC, in Saint Louis, Missouri, expressed
substantial doubt about the Company's ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the years ended June 30, 2009, and 2008.
The auditing firm said that the Company's viability is dependent
upon its ability to obtain future financing and the success of its
future operations.


MICHAEL BAKER: Moody's Assigns 'B2' CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service has assigned a B2 CFR and stable rating
outlook to Integrated Mission Solutions, LLC ("IMS"), the entity
planning to acquire publicly traded Michael Baker Corporation
("MBC") in a stock tender transaction. Following close of the
pending transaction, IMS will be renamed to Michael Baker
International, LLC.

Ratings assigned - subject to review of final documentation:

  Corporate Family B2

  Probability of Default, B2-PD

  $350 million senior secured notes due 2018, B2, LGD4, 51%

Rating outlook:

  Stable

Ratings Rationale

The B2 Corporate Family Rating reflects elevated financial
leverage, a federal contracting business lessened by US fiscal
austerity, potential integration challenges, and IMS' short
operating history. Moody's estimates debt to EBITDA pro forma for
the transaction, in the 5x range, on par with the CFR. The
acquisition will significantly increase the scale of operations,
and IMS' services work for the U.S. government abroad should
provide cross-sell opportunities to MBC's engineering and
infrastructure services with potential for cost synergies from
overhead reduction as well. Success of the integration will
heavily factor into forward profitability. IMS' brief, acquisitive
operating history amplifies the integration risk consideration. A
partial mitigating observation to this risk is that IMS will seek
to migrate onto MBS' larger and more well established information
technology network. The pro forma funded backlog to revenue ratio
of over 80% -- a good level for a services contractor-- supports
the rating and helps revenue transparency while the low asset
intensity of the services business model supports the prospect for
free cash flow even if achievement of cross sell and integration
targets takes longer than planned.

The rating outlook is stable due to an adequate liquidity profile.
There will be no scheduled debt amortization under the $350
million senior secured notes and less than $2 million per annum
expected under the $8.7 million CADI Obligation. The only
maintenance covenant will be a springing test on the planned
(unrated) asset-based revolving credit facility. Likelihood of
free cash flow to debt in the mid to high single digit percentage
range further supports stability.

Upward rating momentum would depend on successful integration of
the acquisitions and expectation of debt to EBITDA of 4x, free
cash flow to debt at 10% or more and good liquidity. Downward
rating pressure would grow with debt to EBITDA above 6x, low free
cash flow generation, or declining backlog.

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

Integrated Mission Solutions, LLC, pro forma for the pending
acquisition of Michael Baker Corporation, will provide
engineering, development, intelligence and technology solutions
with global reach and mobility. Annual revenues pro forma for the
transaction will be approximately $975 million. The company will
be majority-owned by DC Capital Partners.


MISSION NEW ENERGY: Financial Results Update
--------------------------------------------
Mission NewEnergy Limited provided the following financial results
update.

The conditions precedent to concluding the sale of the 100,000 tpa
refinery as announced in April 2013 were yet to be completed.  Had
the conditions precedent been completed at the time of lodgement
of the preliminary final report or progressed to an extent where
the sale was highly probable, the Group would have shown a
reversal of the previous impairment of Property, Plant and
Equipment.

Subsequent to the release of the preliminary final report, in
concluding matters for the final audited financial report, the
Board has determined that despite the conditions precedent not
being fully completed, the satisfaction of those conditions has
now advanced to a point where it is highly probable that the sale
will conclude and will hence reflect the impairment reversal in
the final audited annual report.

As a result of this, the following differences between the
Preliminary Final Report and the Financial Report will be evident:

   The Profit after Income Tax attributable to members of the
   parent entity has increased from a loss of $2,177,000 to a
   profit of $10,057,000.  This is primarily due to the reversal
   of impairment of refinery assets to a value of A$12.2 million
   in the Consolidated Group Statement of Profit and Loss.  In the
   Consolidated Group Balance sheet, the Non-current assets held
   for sale of $2,000,000 has been increased to $14,573,000

                      About Mission NewEnergy

Based in Subiaco, Western Australia, Mission New Energy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

Grant Thornton Audit Pty Ltd, in Perth, Australia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred operating cash outflows of A$4.9 million during the year
ended June 30, 2012, and, as of that date, the consolidated
entity's total liabilities exceeded its total assets by
A$24.4 million.

As of June 30, 2013, the Group had AU$7.53 million in total
assets, AU$32.60 million in total liabilities, and a AU$25.07
million total deficiency.


MOMENTIVE SPECIALTY: Geoffrey Manna Elected to Board
----------------------------------------------------
The Board of Directors of Momentive Specialty Chemicals Inc.
increased the size of its board from five to six members, in
accordance with its by-laws, and Geoffrey A. Manna was elected a
director.  Mr. Manna has been appointed to the Company's Audit
Committee.  He will receive the same compensation as is currently
paid to other non-employee directors, which is described in the
discussion of Director Compensation.

                      About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty posted net income of $324 million in 2012 and
net income of $118 million in 2011.  The Company's balance sheet
at June 30, 2013, showed $3.47 billion in total assets, $5.06
billion in total liabilities and a $1.58 billion total deficit.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


NIRVANIX INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Nirvanix, Inc.
        9191 Towne Centre Drive
        Suite 510
        San Diego, CA 92122

Case No.: 13-12595

Chapter 11 Petition Date: October 1, 2013

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Hon. Brendan Linehan Shannon

Debtor's Counsel:  Norman L. Pernick, Esq.
                   COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, PA
                   500 Delaware Avenue,Suite 1410
                   Wilmington, DE 19801
                   Tel: 302-652-3131
                   Fax: 302-652-3117
                   Email: npernick@coleschotz.com

                   Marion M. Quirk, Esq.
                   COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, PA
                   500 Delaware Avenue, Suite 1410
                   Wilmington, DE 19801
                   Tel: 302-652-3131
                   Fax: 302-652-3117
                   Email: bankruptcy@coleschotz.com

                   Patrick J. Reilley, Esq.
                   COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, PA
                   500 Delaware Avenue, Suite 1410
                   Wilmington, DE 19801
                   Tel: 302-652-3131
                   Fax : 302-652-3117
                   Email: preilley@coleschotz.com

Debtor's Claims/
Noticing Agent:    EPIQ SYSTEMS INC.

Debtor's Special
Corporate Counsel: COOLEY LLP

Debtor's
Financial Advisor: ARCH & BEAM GLOBAL LLC

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Debra Chrapaty, CEO.

Debtor's List of 20 Largest Unsecured Creditors:

       Entity                  Nature of Claim    Claim Amount
       ------                  ---------------    ------------
Dell Marketing LP                   Trade            $407,463
c/o Dell USA LP
PO Box 910916
Pasadena,CA 91110-0916

Nimsoft Inc.                        Trade            $156,100

Equinix(Germany) GmbH               Trade          EUR127,133

Equinix New York                    Trade            $129,060

Modis Inc.                          Trade            $117,089

Rebit, Inc.                         Trade             $91,384

Century Link                        Trade             $81,302

Switch/SuperNap                     Trade             $72,582

Value Labs                          Trade             $64,900

Cyrus One                           Trade             $46,126

Coresite                            Trade             $46,108

By Appointment Only                 Trade             $34,500

Salesforce.com, Inc.                Trade             $28,305

Broadband Developments, Inc.        Trade             $21,000

Level (3) Communications, LLC       Trade             $18,656

Independent Consulting Services     Trade             $18,000

Enterprise Strategy Group           Trade             $17,500

Equinox Japan K.K.                  Trade             $16,329

McGladery & Pullen                  Trade             $16,133

Gartner, Inc.                       Trade             $15,500


NUTRIOM LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Nutriom, LLC
        3145 Hogum Bay Rd NE
        Olympia, WA 98516

Case No.: 13-46221

Chapter 11 Petition Date: October 1, 2013

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

Judge: Hon. Paul B. Snyder

Debtor's Counsel: Brian L. Budsberg, Esq.
                  BUDSBERG LAW GROUP PLLC
                  1115 W Bay Dr Ste 201
                  Olympia, WA 98502
                  Tel: 360-584-9093
                  Email: paralegal@budsberg.com

Total Assets: $2.39 million

Total Liabilities: $7.05 million

The petition was signed by Hernan Etcheto, president of Omnicron
Corp., owner 100 percent of Nutriom, LLC.

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/wawb13-46221.pdf


OCEAN 4660: Ch.11 Trustee's Right to Use Cash to Expire Oct. 4
--------------------------------------------------------------
The U.S. Bankruptcy Court approved Ocean 4660, LLC's motion to use
cash collateral with the consent of secured creditor Comerica
Bank.

The Chapter 11 Trustee is authorized to use cash collateral on an
interim basis through and including Oct. 4, and in accordance with
the cash collateral budget for the month of September 2013.

As interim adequate protection for the use of cash collateral,
Comerica will continue to have nunc pro tunc as of the Petition
Date: (a) a replacement lien pursuant to 11 U.S.C. Section 361(2)
on and in all property acquired or generated post petition by the
Debtor to the same extent and priority and of the same kind and
nature as Comerica's pre-petition liens and security interests in
the Cash Collateral; and (b) an administrative expense claim
pursuant to Sections 507(a)(2) and 503(b) of the Bankruptcy Code
for the diminution in the Cash Collateral resulting by and through
the use thereof during this proceeding.

The replacement liens, administrative claims and adequate
protection payments granted to Comerica shall be subject and
junior to all unpaid fees due to the Office of the United States
Trustee pursuant to 28 U.S.C. Sec. 1930; and all unpaid fees
required to be paid to the Clerk of Court.

         Joaquin J. Alemany, Esq.
         HOLLAND & KNIGHT LLP
         701 Brickell Avenue, Suite 3000
         Miami, FL 33131
         Tel: (305) 374-8500
         Fax: (305) 789-7799
         E-mail: joaquin.alemany@hklaw.com

                          About Ocean 4660

Ocean 4660, LLC, owner of a beachfront property operated as the
Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165)
in its hometown on June 2, 2013.  Rick Barreca signed the petition
as chief restructuring officer.

The Lauderdale Beachside Hotel features a beach-front location,
two five-story interior corridor buildings (east and west), 147
guest rooms, a beach front tiki bar and grill, a large adjoining
restaurant and commercial kitchen space and on-site parking.
The restaurant space and the tiki bar and grill are unoccupied.
The occupancy rates have generally been between 40 percent and 70
percent occupancy.  Room rates are $40 to $80 per night.

The Company disclosed $15,762,871 in assets and $16,587,678 in
liabilities as of the Chapter 11 filing.

Judge John K. Olson presides over the case.  The Debtor tapped RKJ
Hotel Management, LLC, as hotel manager and RKJ's Rick Barreca as
the CRO.

The Debtor tapped Genovese Joblove & Battista, P.A. as counsel.
Irreconcilable differences prompted the firm to withdraw as
counsel in July 2013.

The Court approved the appointment of Maria Yip, of Coral Gables,
Florida, as Chapter 11 trustee.  Drew M. Dillworth, Esq., of the
Law firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A. serves as his counsel.  Kerry-Ann Rin, CPA, and the
consulting firm of Yip Associates serve as financial advisor, and
accountant.

The U.S. Trustee has not appointed an official committee of
unsecured creditors.


ODYSSEY PICTURES: Delays Form 10-K for Fiscal 2013
--------------------------------------------------
Odyssey Pictures Corporation has not been able to compile all of
the requisite formatted financial data and narrative information
necessary for it to have sufficient time to complete its annual
report on Form 10-K for the year ended June 30, 2013, without
unreasonable effort or expense.  The Form 10-K will be filed as
soon as reasonably practicable.

                           About Odyssey

Plano, Tex.-based Odyssey Pictures Corp., during the nine months
ended March 31, 2012, realized revenues from the sale of branding
and image design products and media placement services.  The
Company's ongoing operations have consisted of the sale of these
branding and image design products, increasing media inventory,
productions in progress and development of IPTV Technology and
related services.

The Company reported net income to the Company of $34,775 for the
year ended June 30, 2012, compared with net income to the Company
of $60,400 during the prior fiscal year.  The Company's balance
sheet at March 31, 2013, showed $1.49 million in total assets,
$4.05 million in total liabilities and a $2.55 million total
stockholders' deficiency.

Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2012.  The independent
auditors noted that the Company may not have adequate readily
available resources to fund operations through June 30, 2013,
which raises substantial doubt about the Company's ability to
continue as a going concern.


OGX PETROLEO: Missed Crucial $44.5-Mil. Bond Payment
----------------------------------------------------
Luciana Magalhaes and John Lyons, writing for The Wall Street
Journal, reported that Brazilian commodity magnate Eike Batista's
oil firm OGX missed a crucial bond payment on Oct. 1, setting up
one of the biggest defaults in the history of Latin America.

According to the report, the $44.5 million missed payment
triggered a downgrade to "D" by the credit-ratings firm Standard &
Poor's, although some creditors and analysts expect that OGX will
still have a multiday grace period to make the payment before
formally defaulting.

Once considered among the world's wealthiest men, Mr. Batista, 56
years old, is scrambling to salvage parts of his commodity empire,
the report related. Investors have sold off his shares and bonds,
worrying his various companies may not reach profitability

Restructuring OGX's debts has additional importance because it is
a linchpin in a matrix of Batista companies with interlinked
businesses, the report said.  Another of Mr. Batista's companies,
shipbuilder OSX, was set up to build oil platforms for OGX and
also faces solvency questions.

The missed payment adds pressure to the talks between OGX and its
creditors, which include U.S.-based investment firms Pacific
Investment Management Co., or Pimco, and BlackRock Inc., the
report further related.

Based in Rio de Janeiro, Brazil, OGX Petroleo e Gas Participaaoes
S.A. is an independent exploration and production company with
operations in Latin America.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 17, 2013, Moody's Investors Service downgraded OGX Petroleo e
Gas Participaaoes S.A.'s Corporate Family Rating to Ca from Caa2
and OGX Austria GmbH's senior unsecured notes ratings to Ca from
Caa2.  The rating outlook remains negative.


PARKWAY ACQUISITION: Files Chapter 11 Plan to Sell Assets
---------------------------------------------------------
Parkway Acquisition I, LLC, f/k/a Parkway Hospital Associates,
filed a plan of reorganization with the U.S. Bankruptcy Court for
the Southern District of New York providing for the sale of its
property based on a stalking horse contract and competitive
bidding.

The vast bulk of the net proceeds of the sale are earmarked to be
paid to the first mortgage holder Auberge Grand Central LLC.  The
Debtor proposes to pay 95% of all net proceeds to Auberge, while
noting that Auberge has not yet accepted the Plan and the pay-outs
will likely be subject of additional negotiations.  The remaining
5% is earmarked to pay all other claims and administrative
expenses.

A full-text copy of the Disclosure Statement dated Sept. 20, 2013,
is available at http://bankrupt.com/misc/PARKWAYds0920.pdf

                    About Parkway Acquisition

Parkway Acquisition I, LLC, filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case NO. 13-12015) in Manhattan on June 17, 2013.
Robert G. Aquino, Sr., signed the petition as sole manager and
member.  Judge Shelley C. Chapman presides over the case.  The
Debtor estimated assets and debts of at least $10 million.  Kevin
J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as
counsel.

The Debtor owns the real property located at 70-35 113th Street,
Forest Hills, New York.  The property formerly housed the Parkway
Hospital but the property has essentially laid vacant since the
closure of the hospital in 2008 and the bankruptcy filing of the
hospital.


PENN NATIONAL: S&P Lowers Corp. Credit Rating to 'BB-'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S. gaming operator Penn National Gaming Inc. to 'BB-'
from 'BB'.  The rating outlook is stable.

At the same time, S&P assigned the company's proposed
$1.25 billion senior secured credit facility (consisting of a
$500 million revolver due 2018, a $500 million term loan A due
2018, and a $250 million term loan B due 2020) its 'BB+' issue-
level rating (two notches above the corporate credit rating), with
a recovery rating of '1', indicating S&P's expectation for very
high (90% to 100%) recovery for lenders in the event of a payment
default.

In addition, S&P assigned the company's proposed $300 million
senior unsecured notes its 'B+' issue-level rating (one notch
lower than the corporate credit rating), with a recovery rating of
'5', indicating that lenders can expect modest (10% to 30%)
recovery in the event of a payment default.

Penn National will use proceeds from the proposed debt issuances
to repay existing debt, to pay fees and expenses associated with
the transaction, and for general corporate purposes.

S&P also affirmed all existing issue-level ratings on the
company's debt.  S&P expects the company to use proceeds from the
proposed refinancing transactions to repay its existing debt, and
S&P would withdraw its issue-level ratings on the existing debt
when it is repaid.  In the event the proposed refinancing
transactions are not completed and the debt is not repaid, S&P
would lower its issue-level ratings on the existing senior secured
credit facilities to 'BB+' and subordinated notes to 'B+', levels
that reflect its recovery ratings on the existing debt issuances
and are in line with Penn National's current corporate credit
rating.

"We expect Penn National will complete the planned spin-off of its
real estate assets into a gaming-focused REIT (Gaming & Leisure
Properties Inc., or GLPI) in the fourth quarter of 2013.  Almost
all of the approvals required from gaming and racing regulatory
agencies have been received, and Penn National's Board of
Directors has approved the spin-off.  Both Penn National and GLPI
are in the process of obtaining the necessary financing to
complete the transactions.  The downgrade reflects weaker credit
measures resulting from a significant increase in debt-like
obligations associated with the long-term master lease, under
which Penn National will manage the casino properties it is
spinning off to GLPI.  The downgrade also reflects a reassessment
of our business risk profile, lowering it to "fair" from
"satisfactory."  We believe that the large fixed rent expense that
Penn National will pay to GLPI to manage the properties will
reduce the company's operating flexibility, potentially leading to
greater volatility of cash flows, particularly in an economic
downturn," S&P said.


PHARMACEUTICAL RESEARCH: Moody's Corrects Text on Aug. 30 Release
-----------------------------------------------------------------
Moody's Investors Service corrects in the list of affected ratings
for issuer Pharmaceutical Research Associates, Inc., the following
heading above the bank credit facility ratings: "The following
ratings were affirmed and will be withdrawn at the close of the
transaction."

The updated debt list for Pharmaceutical Research Associates, Inc.
now reads as follows:

Pharmaceutical Research Associates, Inc.,

  The following ratings were confirmed and will be withdrawn at
  the close of the transaction:

    Corporate Family Rating, B2

    Probability of Default Rating, B2-PD

  The following ratings were affirmed and will be withdrawn at the
  close of the transaction:

    First lien senior secured revolving credit facility, B1 (LGD
    3, 33%)

    First lien senior secured term loan, B1 (LGD 3, 33%)

    Second lien senior secured term loan, Caa1 (LGD 5, 85%)

The outlook was changed to negative.


PLANDAI BIOTECHNOLOGY: Incurs $2.9 Million Net Loss in 2013
-----------------------------------------------------------
Plandai Biotechnology, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $2.96 million on $359,143 of revenues for the year
ended June 30, 2013, as compared with a net loss of $3.83 million
on $74,452 of revenues during the prior fiscal year.

As of June 30, 2013, the Company had $8.83 million in total
assets, $12.31 million in total liabilities and a $3.48 million
stockholders' deficit allocated to the Company.

For the fiscal year ended June 30, 2013, the Company's cash used
in operating activities totaled $1,846,334, which was primarily
attributable to operational costs in South Africa associated with
getting the Senteeko estate operational.  Cash used in investing
activities was $1,986, 908, which consisted almost entirely of
leasehold improvements and fixed asset acquisitions in South
Africa.  Cash provided by financing activities was $4,327,047, the
majority of which was provided by a bank loan of $3,944,712 that
was used to purchase equipment and leasehold improvements for the
South African operations.  As of June 30, 2013, the Company had
current assets of $518,994 compared to current liabilities of
$823,729.  Cash on hand was $498,917.

Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company has incurred losses since
inception, has a negative working capital balance at June 30,
2013, and has a retained deficit, which raises substantial doubt
about its ability to continue as a going concern.

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

                        http://is.gd/U33hRM

                           About Plandai

Based in Seattle, Washington, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry.  Its principle holdings consist of land, farms
and infrastructure in South Africa.


PMC MARKETING: PREPA Not Entitled to Prepetition Expense
--------------------------------------------------------
A Puerto Rico bankruptcy court denied creditor P.R. Electric Power
Authority's motion for prepetition administrative expenses in the
bankruptcy case of PMC Marketing Corp.

On review, Bankruptcy Judge Brian K. Tester found that the
electricity provided by PREPA is a "service" and thus does not
fall under 11 U.S.C. Sec. 503(b)(9).  As such, PREPA is not
entitled to a prepetition expense, the judge said.

A copy of Judge Tester's Sept. 4, 2013 Opinion & Order is
available at http://is.gd/r8TdGlfrom Leagle.com.

PMC Marketing Corp. filed a voluntary Chapter 11 bankruptcy
petition on March 18, 2009 (Bankr. D. P.R., Case No. 09-02048).
The case was converted into a Chapter 7 proceeding on May 19,
2010.  On May 20, 2010, Noreen Wiscovitch-Rentas was appointed the
Chapter 7 Trustee.


PRECISION OPTICS: Swings to $1.8 Million Net Loss in Fiscal 2013
----------------------------------------------------------------
Precision Optics Corporation, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $1.78 million on $2.51 million of revenues for the
year ended June 30, 2013, as compared with net income of $960,972
on $2.15 million of revenues during the prior year.

The Company's balance sheet at June 30, 2013, showed $2.30 million
in total assets, $592,886 in total liabilities, all current, and
$1.71 million in total stockholders' equity.

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

                        http://is.gd/TkCWmF

                      About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.


PRESSURE BIOSCIENCES: Richard Thomley Named Acting CFO
------------------------------------------------------
Conrad Mir, the chief financial officer of Pressure BioSciences,
Inc., notified the Company's Board of Directors of his resignation
from his position as chief financial officer, effective Sept. 26,
2013.  The resignation of Mr. Mir was not a result of any
disagreements relating to the Company's operations, policies or
practices.  Mr. Mir has accepted a position as chief executive
officer of another publicly-traded company.

On Sept. 27, 2013, the Board of Directors of the Company appointed
Mr. Richard P. Thomley as the Company's Acting Chief Financial
Officer.

Mr. Thomley, age 62, has been an independent financial consultant
to the Company since March 2013, during which time he has been
involved in all areas of financial responsibilities, including SEC
reporting.  Before that, Mr. Thomley was the Director of Finance
of Kiva Systems, Inc., from June 2007 until January 2012.  Mr.
Thomley was the chief accounting officer at Spire Corp. from
January to June 2007.  Mr. Thomley served as the corporate
controller for Implant Sciences, Inc., from November 2004 until
January 2007.  Mr. Thomley was chief financial officer at SynQor,
Inc., from July 2000 to November 2004.  Mr. Thomley has also held
senior management positions in finance at Genesis Technical and
Financial, Catamount Manufacturing, Inc., ChemDesign Corp., and
Ansul Fire Protection Co.  He has over 30 years experience in U.S.
GAAP accounting, internal management, financial reporting and
analysis, and SEC reporting.  Mr. Thomley is a certified public
accountant.

The Company does not have a written employment agreement with Mr.
Thomley; however, the Company has orally agreed to pay Mr. Thomley
$100 per hour for his services.  Mr. Thomley is expected to devote
approximately 100 hours a month to oversee the Company's financial
and administrative operations.

                    About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.

Pressure Biosciences disclosed a net loss applicable to common
shareholders of $4.40 million on $1.23 million of total revenue
for the year ended Dec. 31, 2012, as compared with a net loss
applicable to common shareholders of $5.10 million on $987,729 of
total revenue for the year ended Dec. 31, 2011.

The Company's balance sheet at June 30, 2013, showed $1.43 million
in total assets, $2.65 million in total liabilities and a $1.21
million total stockholders' deficit.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has had recurring net losses and continues to
experience negative cash flows from operations.  These conditions
raise substantial doubt about its ability to continue as a going
concern.


PROGRESSIVE SOLUTIONS: Moody's Assigns 'B2' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and a B2-PD Probability of Default Rating to Progressive Solutions
LLC and P2 Newco Acquisition, Inc., co-borrowers. At the same
time, Moody's assigned a B1 rating to the first lien term loan and
a Caa1 rating to the second lien term loan that are being issued
in conjunction with the planned merger between Progressive
Solutions, Inc. and PMSI Holdings Corporation, two relatively
small pharmacy benefit managers that focus on the workers'
compensation segment. Management expects the merger to close in
the fourth quarter, subject to regulatory clearance. The rating
outlook is stable. This is a first time rating for Progressive
Solutions.

Ratings assigned:

Progressive Solutions LLC (P2 Newco Acquisition, co-borrower)

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  $490 million First Lien Senior Secured Term Loan at B1 (LGD3,
  38%)

  $50 million Senior Secured Revolver at B1 (LGD3, 38%)

  $160 million Second Lien Senior Secured Term Loan at Caa1 (LGD6,
  90%)

Ratings Rationale

"Progressive Solutions' B2 rating is prospective and reflects our
expectation that management will reduce high leverage through cost
synergies and new client wins," said Diana Lee, a Moody's Senior
Credit Officer. "The combined company will be a leader in this
niche segment, but it will contend with strong competition and
high customer concentration risk," continued Ms. Lee.

Progressive Solutions' B2 CFR reflects its high leverage, which
Moody's expects will moderate as the company achieves cost
synergies and realizes full benefits from recent contract wins.
The ratings also reflect its position as a niche PBM focused
exclusively on the workers' compensation market and its high
customer concentration risk. Although this newly merged company
will be a leading player in this space, it will continue to face
competition from several small PBMs as well as much larger PBMs,
such as Express Scripts Holdings (Baa3 stable), that also serve
the group health segment. That said, drug costs represent about
20% of the medical spend associated with workers' compensation
claims and are rising due in part to drug inflation and increased
case severity. Ancillary service revenues (about 30%) are
generated from out of network prescription processing as well as
home health, durable medical equipment and other related services.
The company's ability to realize cost savings and to continue to
win new customers will be critical to future performance
especially in light of only recent improvement in profitability at
PMSI. Despite our expectations that Progressive will deleverage
and focus on organic growth, there is risk of acquisitions,
especially in this consolidating industry.

The stable outlook reflects Moody's belief that the company will
achieve cost savings and realize benefits from recent contract
wins, both of which will help raise profitability and reduce
leverage. The outlook also considers that even if the company
pursues tuck-in acquisitions, it will sustain leverage at or below
5.0 times. If the company is able to gain new business and improve
profitability and cash flow, and its financial policies include
internally funded acquisitions, the ratings could be upgraded. If
the company sustains debt/EBITDA below 4.0 times and RCF/debt
above 15%, the ratings could be upgraded. If the company does not
achieve expected cost savings and deleveraging, or the company
engages in debt financed acquisitions, such that debt/EBITDA is
sustained above 5.0 times or RCF/debt is sustained below 10%, the
ratings could be downgraded.

The company will maintain a good liquidity profile over the next
12 months, reflecting positive free cash flow, access to a modest
revolver and limted covenant restrictions.

The principal methodology used in this rating was the Global
Distribution & Supply Chain Services published in November 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Progressive Solutions, Inc., headquartered in Westerville, Ohio,
and PMSI, headquartered in Tampa, Florida, are both workers'
compensation pharmacy benefit managers and ancillary service
providers.


RAINBOW SPRINGS: Case Summary & 6 Unsecured Creditors
-----------------------------------------------------
Debtor: Rainbow Springs Owners, LLC
        c/o The Corporation Trust Company of NV
        311 South Division Street
        Carson City, NV 89703

Case No.: 13-51924

Chapter 11 Petition Date: October 1, 2013

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Hon. BruceE T. Beesley

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  THE SCHWARTZ LAW FIRM, INC.
                  6623 LAS VEGAS BLVD. SO., STE 300
                  Las Vegas, NV 89119
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  Email: sam@schwartzlawyers.com

Total Assets: $3.85 million

Total Liabilities: $5.72 million

The petition was signed by Jack La Flesch, manager.

A copy of the Company's list of its 6 unsecured creditors is
available for free at http://bankrupt.com/misc/nvb13-51924.pdf


REDHILL PLAZA: Case Summary & 12 Unsecured Creditors
----------------------------------------------------
Debtor: Redhill Plaza, LLC
        1400 Reynolds Ave #104
        Irvine, CA 92614

Case No.: 13-18192

Chapter 11 Petition Date: October 1, 2013

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Judge: Hon. Mark S Wallace

Debtor's Counsel: Michael R Totaro, Esq.
                  Totaro & Shanahan POB 789
                  Pacific Palisades, CA 90272
                  Tel: 310-573-0276
                  Fax: 310-496-1260
                  Email: tsecfpacer@aol.com

Total Assets: $6.04 million

Total Debts: $5.59 million

The petition was signed by Ratan Lal Baid, manager.

A copy of the Company's list of its 12 unsecured creditors is
available for free at http://bankrupt.com/misc/cacb13-18192.pdf


REVLON CONSUMER: CEO Transition No Effect on Moody's Rating
-----------------------------------------------------------
Moody's Investors Service said Revlon Consumer Products
Corporation's  announcement that it plans to appoint a new Chief
Executive Officer does not affect the company's Ba3 Corporate
Family Rating (CFR) or negative rating outlook. The change comes
at a sensitive time for Revlon and leaves some uncertainty about
long-term leadership, but will likely better position it to
integrate and take advantage of commercial opportunities relating
to the pending $660 million acquisition of The Colomer Group
(TCG).

The principal methodology used in this rating was the Global
Packaged Goods published in June 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Revlon, headquartered in New York, NY, is a worldwide cosmetics,
skin care, fragrance, and personal care products company. Revlon
is a wholly-owned subsidiary of publicly-traded Revlon, Inc.
(REV), which is majority-owned by MacAndrews & Forbes Holdings
Inc. (M&F). M&F is wholly-owned by Ronald O. Perelman. Revlon's
principal brands include Revlon, Almay, Sinful Colors, Pure Ice,
Charlie, Jean Nate, Mitchum, Gatineau, and Ultima II. Revlon
announced the TCG acquisition on August 5th and expects to close
the transaction in October 2013. Revlon's net sales for the LTM
June 2013 period were approximately $1.4 billion.


RICEBRAN TECHNOLOGIES: To Issue $15 Million Common Shares
---------------------------------------------------------
Ricebran Technologies disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that it is offering
[    ] shares of its common stock, no par value per share,
together with warrants to purchase [   ] shares of the Company's
common stock, at a proposed maximum aggregate offering price of
$15 million.  The Company's common stock is traded on the OTCQB
Marketplace, operated by OTC Markets Group, under the symbol
"RIBT".  On Sept. 25, 2013, the last reported sales price for the
Company's common stock was $0.06 per share.  A  copy of the
preliminary prospectus is available for free at:

                        http://is.gd/C8gVNe

                           About RiceBran

Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.

As reported in the TCR on April 15, 2013, BDO USA, LLP, in
Phoenix, Arizona, expressed substantial doubt about RiceBran
Technologies' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations resulting in an accumulated deficit of
$204.4 million at Dec. 31, 2012.  "Although the Company emerged
from bankruptcy in November 2010, there continues to be
substantial doubt about its ability to continue as a going
concern."

The Company's balance sheet at June 30, 2013, showed $42.55
million in total assets, $36.84 million in total liabilities and
$8.01 million in total temporary equity, and a $2.29 million total
deficit attributable to the Company's shareholders.


RITE AID: Green Equity Held 4.4% Equity Stake at Oct. 1
-------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Green Equity Investors III, L.P., and its
affiliates disclosed that as of Oct. 1, 2013, they beneficially
owned 40,000,000 shares of common stock of Rite Aid Corporation
representing 4.4 percent beneficial ownership of Common Stock
outstanding based on 909,615,997 shares of Common Stock
outstanding as reported in the Company's Form 10-Q filed with the
Securities and Exchange Commission on July 5, 2013.  A copy of the
regulatory filing is available for free at:

                       http://is.gd/WnVIOD

                       About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia.

Rite Aid disclosed net income of $118.10 million on $25.39 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $368.57 million on $26.12 billion of revenue for the
year ended March 2, 2012.  The Company's balance sheet at Aug. 31,
2013, showed $7.16 billion in total assets, $9.48 billion in total
liabilities and a $2.31 billion total stockholders' deficit.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

Rite Aid carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


SAINT ANNE RETIREMENT: Fitch Affirms 'BB+' Rating on $20.4MM Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following
Lancaster County Hospital Authority bonds, issued on behalf of
Saint Anne Retirement Community (SARC):

-- $20.4 million series 2012;

The Rating Outlook is Stable.

Security

The bonds are supported by a gross revenue pledge, mortgage lien,
and debt service reserve fund.

Key Rating Drivers

MANAGEABLE DEBT BURDEN: SARC's pro forma debt burden is moderate,
evidenced by pro forma MADS equal to 10.3% of total revenue and
8.8x debt to net available. Of note, SARC's revenue-only coverage
has averaged 1.3x since fiscal 2009.

SUFFICIENT OPERATING PROFITABILITY: SARC's profitability metrics
are strong for the 'BB' rating category and sufficient against its
debt level. Its operating ratio of 95.4% in fiscal 2013 (Jun. 30
year end) has been very consistent since fiscal 2009. Further, its
5.8% net operating margin was sufficient to produce good revenue-
only MADS coverage despite declining from 9.5% in fiscal 2012.

LIGHT LIQUIDITY: At fiscal year ended June 30, 2013, SARC's had
$8.1 million in unrestricted cash and investments, equating to a
somewhat light 195.6 days cash on hand (DCOH), 38.6% cash to debt
and 4.8x cushion ratio. Since SARC is a Type C fee-for-service
facility, Fitch believes that this level of liquidity is
sufficient for the rating.

SIZEABLE NURSING COMPONENT: Fitch notes that approximately 70% of
SARC's total revenues are driven by its 119-bed Skilled Nursing
Facility (SNF). While management has been successful in improving
operating performance, potential cuts to Medicare and Medicaid
(together, 55.4% of 2013 SNF revenues) presents some risk to
SARC's revenue base.

SNF OCCUPANCY PRESSURED: During 2013 the average occupancy in the
SNF slipped to 80.8% from 92.9% prior year, due in large part to a
higher-than-average number of deaths, and lower inpatient census
at the area hospitals. Still, ILU and ALU occupancy both remained
steady near 91% in 2013 despite higher turnover than prior year,
demonstrating SARC's stable position in its service area.

Rating Sensitivities

LIQUIDITY A LIMITING FACTOR: Due to its reliance on SNF revenues
which are predominately from government payors, Fitch believes
SARC is Stable at its current rating level. Any upward rating
movement is precluded by SARC's light liquidity levels and the
risks associated with its relatively small revenue base.

Credit Profile

Saint Anne's Retirement Community (SARC) is located outside
Columbia, PA in the township of West Hempfield, approximately 35
miles southeast of Harrisburg and 10 miles west of Lancaster. SARC
is sponsored by the Religious Congregation of Sisters of the
Adorers of the Blood of Christ, United States Province (ASC), and
operates a 119-bed SNF, 53 ALUs, and 71 rental and entrance fee
ILUs. In fiscal 2012 (year ended June 30), SARC reported
approximately $15.4 million of total revenues.

Modest Debt Level

The 'BB+' rating incorporates SARC's manageable debt level of
$20.4 million, which allows for sufficient coverage and moderate
leverage against a small revenue base and somewhat light cash
flow. As a type C CCRC with some rental contracts, SARC produces
modest entrance fee levels which translated into a 7.8% net
operating margin-adjusted in fiscal 2013. SARC produced coverage
which is solid for the rating level, at 1.4x including turnover
entrance fees and 1.2x by revenue only.

Some Occupancy Pressure

SARC does not have plans of additional debt, and its modest
capital budget near $750K for fiscal 2014 will flex as operating
performance allows. SARC was impacted in 2013 by lower than
expected SNF occupancy. This concern is heightened due to SARC's
reliance on the SNF for nearly 70% of its revenues ($10.6 million
in 2013). Still, SARC has taken steps to negotiate stronger census
and reimbursement for 2014 and Fitch expects steady to modest
improvement in both occupancy and cash flow.

Light Liquidity Constraints

Due to SARC's small revenue base and its significant exposure to
Medicare and Medicaid payors, any positive rating movement would
require liquidity metrics more closely reflect Fitch's 'BBB'
category median levels. SARC maintained $7.8 million in
unrestricted cash at June 30, 2013, and is not budgeting for
meaningful growth over the near term. Further, its investment mix
is aggressive, at approximately 85% equity to 15% fixed income
allocations. Finally, SARC is contemplating a campus expansion
over the longer term which could pressure its balance sheet
metrics, but also provide more revenue diversity and keep SARC
competitive within its mature market.


SPENCER NADLAN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor entities filing separate Chapter 11 petitions:

       Entity                            Case No.
       ------                            --------
Spencer Nadlan, Inc.                     13-46011
   348 Marcy Avenue
   Brooklyn, NY 11211
Franklin Park Development Corp.          13-46012

Chapter 11 Petition Date: October 2, 2013

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Nancy Hershey Lord

Debtor's Counsel: Mark Frankel, Esq.
                  BACKENROTH FRANKEL & KRINSKY LLP
                  489 Fifth Avenue, 28th Floor
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  Email: mfrankel@bfklaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Meshulam Rothchild, secretary.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


STELERA WIRELESS: Auction For FCC Licenses Set on Nov. 20
---------------------------------------------------------
U.S. Bankruptcy Judge Niles Jackson has signed off on an order
authorizing the bidding procedures governing the sale of their FCC
licenses, bid protections, the scheduling and notice with respect
to the sale process, the auction, and the sale hearing.  Any and
all objections and responses to the Motion that have not been
withdrawn are overruled.

The auction will take place on Nov. 20, 2013 at 9:00 a.m.
(prevailing Central Time) at the offices of Christensen Law Group,
PLLC, 210 Park Avenue, Suite 700, Oklahoma City, Oklahoma 73102.

The sale hearing will be held before the bankruptcy court on
November 22, 2013 at 10:00 a.m. (prevailing Central Time).

Objections, if any, to the sale of the FCC Licenses and the
transactions contemplated by the License Purchase Agreement or any
other relief requested in the motion must: (a) be in writing; (b)
comply with the Bankruptcy Rules and the Local Rules of the United
States Bankruptcy Court for the Western District of Oklahoma; (c)
be filed with the clerk of the Bankruptcy Court for the Western
District of Oklahoma (or filed electronically via CM/ECF), on or
before October 17, 2013 (prevailing Central Time)

A copy of the order and the bidding and sale procedures are
available for free at:

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

                      About Stelera Wireless

Stelera Wireless, LLC, specialized in providing broadband services
to consumers and businesses in rural markets in the United States.
The Company filed a Chapter 11 petition (Bankr. W.D. Okla. Case
No. 13-13267) on July 18, 2013.  Tim Duffy signed the petition as
chief technology officer/manager.  Judge Niles L. Jackson presides
over the case.  The Debtor disclosed $18,005,000 in assets and
$30,809,314 in liabilities as of the Chapter 11 filing.  J. Clay
Christensen, Esq., at Christensen Law Group, PLLC, serves as the
Debtor's primary counsel.  Mulinix Ogden Hall & Ludlam, PLLC,
serves as additional bankruptcy counsel.  American Legal Claim
Services, LLC serves as the official noticing agent.

U.S. Trustee Richard A. Wieland appointed three members to the
official committee of unsecured creditors.


TENET HEALTHCARE: Fitch Affirms 'B' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed and removed the ratings of Tenet
Healthcare Corporation from Rating Watch Negative following the
acquisition of Vanguard Health Systems.  The Rating Outlook is
Stable. The ratings apply to approximately $10.2 billion of debt.

Key Rating Drivers:

-- Tenet has acquired Vanguard, a competing for-profit hospital
operator, in an all-cash transaction valued at $4.3 billion. The
purchase price represents 7.7x Vanguard's June 30, 2013 latest 12
months (LTM) EBITDA of $555 million. The acquisition was entirely
debt funded, resulting in pro forma leverage of 5.7x at June 30,
2013.

-- Fitch views the purchase of Vanguard as strategically sound
because it will enhance the geographic scope of Tenet's portfolio
of acute-care hospitals and add operational diversification
through Vanguard's health plan business. The strategic rationale
for consolidation in the hospital industry is encouraged by
reforms favoring larger, integrated systems of care delivery,
including the Affordable Care Act (ACA).

-- The most important risks to Tenet's credit profile are the
company's strained free cash flow (FCF) and industry lagging
profitability. Vanguard has several large ongoing capital
expansion projects, the funding of which will further pressure
cash flows in 2014-2015.

-- Given Tenet's somewhat limited financial flexibility and the
high degree of operating leverage inherent in the business model
of a hospital company, persistently weak growth in organic patient
utilization in the for-profit hospital sector is a concern.

-- Fitch believes the implementation of the health insurance
expansion elements of the ACA will be a positive catalyst for
EBITDA growth for the hospital industry starting in 2014,
primarily because of a drop in the number of uninsured patients
and the associated financial burden of bad debt expense.

Vanguard Acquisition Drives Higher Leverage

Tenet acquired Vanguard in an all-cash deal for a total
consideration of $4.3 billion, including the purchase of
Vanguard's public equity for $1.8 billion and the refinancing of
$2.5 billion of Vanguard's net outstanding debt. The transaction
was entirely debt funded; Tenet issued notes (including $1.8
billion 6% secured notes due 2020 and $2.8 billion of 8.125%
unsecured notes due 2022) to finance the acquisition.

Funding of the acquisition resulted in pro forma debt-to-EBITDA of
5.7x for the combined entity, and total secured debt to EBITDA of
2.9x. Tenet does have capacity for additional debt under its debt
agreements, although the capacity for debt secured pari passu to
the notes is nearly exhausted. The senior secured note indentures
limit the company's ability to issue additional secured debt.
Secured debt is permitted up to the greater of $3.2 billion and
4.0x EBITDA. Debt secured on a basis pari passu to the secured
notes is limited to the greater of $2.6 billion and 3.0x EBITDA.
Considering the debt funding of the Vanguard acquisition, Fitch
estimates that Tenet has about $2 billion of incremental total
secured debt capacity and $150 million in pari passu secured debt
capacity.

Lagging FCF and profitability

The most important risk to the credit profile is strained FCF
(cash from operations less dividends and capital expenditures) and
industry-lagging profitability. Although Tenet continues to lag
industry peers in profitability, the company's operating margins
have recently improved, helped by management's strategy to
aggressively grow the relatively more profitable outpatient
business.

Expansion in FCF has also been aided by the recent refinancing of
some of the company's most expensive debt. Despite progress in
improving the business mix and reducing fixed interest expense,
Tenet's FCF generation remains thin ($7 million in the LTM ended
June 30, 2013) and margin expansion has stalled in recent
quarters, as weak organic growth in patient volumes has weighed on
profitability.

The acquisition will further pressure FCF in the near term due to
Vanguard's elevated capital spending profile. Fitch expects Tenet
to generate positive but thin FCF in 2013-2014, with a FCF margin
below 1%. Vanguard is committed to capital investments in some of
its recently acquired markets. However, the funding of these
projects will support growth in EBITDA over the longer term. Some
of the in-progress projects, including a heart hospital in
Detroit, MI and a general acute care hospital in New Braunfels,
TX, are scheduled to open in 2014, in time to coincide with the
health insurance expansion of the ACA.

While Fitch does not expect Tenet to encounter any major
difficulties in the integration of Vanguard it is worth noting
that the company does not have a track record of integrating
larger acquisitions. Most of Tenet's recent purchases have been
small and focused on outpatient services. Assuming a smooth
integration process, operating synergies should contribute to
improved profitability post the acquisition. Tenet expects to
achieve $100 million-$200 million in cost synergies, with half of
the benefit realized by the end of the first full year post the
acquisition.

While cost synergies are a proven component of return on
investment in hospital acquisitions, Fitch conservatively
discounts the amount of synergies Tenet expects to realize, with
forecasted growth in EBITDA in 2014-2015 instead driven by the
implementation of the ACA and organic growth in the business
helped by Vanguard's expansion projects.

Affordable Care Act Positive Driver In 2014

Fitch believes the implementation of the health insurance
expansion elements of the ACA will be a positive catalyst for
EBITDA growth for the hospital industry in 2014-2015, primarily
because of a reduction in uninsured patient volumes and the
associated burden of bad debt expense. However, modeling the ACA's
effects for a combined Tenet/Vanguard is difficult because of
uncertainties in the assumptions of the legislation's effects on
the industry.

Beginning in 2014, there will be better visibility on the
influence of the ACA on the hospital industry. The open enrollment
period for health insurance plans offered in the insurance
exchanges started on Oct. 1. There was little information
available beforehand about the expected number of enrollees and
the types of coverage these individual would choose. There are
also likely to be further development in the states' Medicaid
expansion plans. Post the acquisition, Tenet will have 27 of its
77 acute-care hospitals in Florida and Texas, two states that do
not plan to expand Medicaid eligibility on Jan. 1, 2014. This will
dampen the positive effects of the insurance expansion provisions
of the ACA for the company.

Weak Organic Operating Trends

The for-profit hospital industry has been experiencing weak
organic operating trends since the trough of the 2007-2009
recession. Conditions have been particularly challenging in the
urban markets where Tenet and Vanguard's hospitals are located
because of higher levels of Medicaid and uninsured patients (which
are less profitable than those with commercial health insurance).
Vanguard is also highly exposed to trends in Medicaid through the
company's health plan business. The decision by the state of
Arizona to cut Medicaid payments rates to providers and cap
enrollment has recently been a headwind to that company's
operations.

Fitch does not forecast an improvement in organic operating trends
in the hospital industry in the second half of 2013. In addition
to weak economic conditions, other factors including pressure by
commercial and government payors and a growing consumer share of
healthcare spending are constraining growth in healthcare
utilization. The 2% sequestration of Medicare payments and reforms
to Medicare reimbursement required by the ACA will also continue
to weigh on top-line growth.

Rating Sensitivities:

Maintenance of the 'B' IDR will require an expectation of debt-to-
EBITDA dropping to near 5.0x by mid-2015. There could be a
tolerance for higher leverage at the 'B' IDR (up to 5.5x total
debt to EBITDA) assuming the expectation of improvement in the FCF
profile. An expectation of an improving FCF profile could be
supported by:

-- Positive developments in the insurance expansion required by
the ACA, such as strong participation in the health insurance
exchanges or more state governments opting into Medicaid
expansion;

-- Evidence of some stabilization of organic operating trends in
Tenet's largest hospital markets;

-- The on-time and on-budget completion of Vanguard's schedule of
capital projects.

The Stable Rating Outlook reflects Fitch's belief that the 5.0x
leverage target is achievable based mostly on EBITDA expansion
driven by the ACA and organic growth in the business, as opposed
to the realization of synergies or the application of cash to debt
reduction. Given Tenet's strained FCF, opportunities to pay-down
debt are limited. The company has recently been more aggressive in
returning cash to shareholders, and has indicated that it will
continue to make share repurchases post the acquisition. If the
company chooses to fund share repurchase with debt and delay
deleveraging, it could result in a downgrade of the ratings. A
Positive Rating Outlook is unlikely over the next two-to-three
years.

Debt Issue Ratings:

Fitch has affirmed Tenet's ratings as follows:

-- Issuer Default Rating at 'B';

-- Senior secured credit facility and senior secured notes at
   'BB/RR1';

-- Senior unsecured notes at 'B-/RR5'.

The Recovery Ratings (RRs) reflect Fitch's expectation that the
enterprise value of Tenet will be maximized in a restructuring
scenario (going concern), rather than a liquidation. The recovery
analysis is pro forma for the Vanguard acquisition, including the
contribution of Vanguard's EBITDA and the debt issued to fund the
transaction.

Fitch estimates a post-default EBITDA for Tenet of $1.2 million,
which is a 35% haircut from the June 30, 2013 LTM EBITDA level of
$1.8 billion. A 35% haircut represents roughly the level of EBITDA
decline that results in 1.0x coverage of Fitch's estimate of
Tenet's fixed charges adjusted for Vanguard in a distressed
scenario, including interest and rent expense and maintenance-
related capital expenditures.

Fitch then applies a 6.5x multiple to post-default EBITDA,
resulting in a post-default EV of $7.6 billion for Tenet. The
multiple is based on observation of both recent
transactions/takeout and public market multiples in the healthcare
industry. It represents a haircut from recent transaction
multiples, which have been ~8.0x, but is close to recent public
market multiples.

Fitch applies a waterfall analysis to the post-default EV based on
the relative claims of the debt in the capital structure.
Administrative claims are assumed to consume 10% of post-default
EV. Fitch assumes that Tenet would draw $400 million or 50% of the
available capacity on the $800 million revolver in a bankruptcy
scenario, and includes that amount in the claims waterfall. The
revolver is collateralized by patient accounts receivable, and
Fitch assumes a reduction in the borrowing base in a distressed
scenario, limiting the amount Tenet can draw on the facility.

The 'BB/RR1' rating for Tenet's secured debt (which includes the
bank credit facility and the senior secured notes) reflects
Fitch's expectation of 100% recovery under a bankruptcy scenario.
The 'B-/RR5' rating on the unsecured notes reflects Fitch's
expectations of recovery of 25% of outstanding principal.

The bank facility is assumed to be fully recovered before the
secured notes. The bank facility is secured by a first-priority
lien on the patient accounts receivable of all of the borrower's
wholly owned hospital subsidiaries while the secured notes are
secured by the capital stock of the operating subsidiaries, making
the notes structurally subordinate to the bank facility with
respect to the accounts receivable collateral.

Total debt of $10.2 billion consists primarily of:

Senior unsecured notes:
-- $60 million due 2014;
-- $474 million due 2015;
-- $300 million due 2020;
-- $750 million due 2020;
-- $2.8 billion due 2022;
-- $430 million due 2031.

Senior secured notes:
-- $1.041 billion due 2018;
-- $1.8 billion due 2020;
-- $500 million due 2020;
-- $850 million due 2021
-- $1.05 billion due 2021.


TRANS ENERGY: Amends Annual Reports in Response to Comments
-----------------------------------------------------------
Trans Energy, Inc., amended its annual reports on Form 10-K for
the years ended Dec. 31, 2009, Dec. 31, 2010, Dec. 31, 2011, and
Dec. 31, 2012, to reflect changes made in response to comments the
Company received from the staff of the Division of Corporation
Finance of the U.S. Securities and Exchange Commission in
connection with the staff's review of the Annual Reports.

Significant changes include the following:

        * Expanded disclosure to discuss technology used to
          establish appropriate level of certainty for material
          additions to the Company's reserve estimates

   * Expanded disclosure on number of producing wells to
          include net number of wells

        * Drilling activity disclosure has been expanded to
          include 2010 activity

Copies of the Amended Annual Reports are available at:

                        http://is.gd/QPV8sB
                        http://is.gd/ApMrK4
                        http://is.gd/n6Sq46
                        http://is.gd/ofPsym

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at June 30, 2013, showed $88.89
million in total assets, $85.48 million in total liabilities and
$3.40 million in total stockholders' equity.


TRANS ENERGY: Presented at IPAA Investment Symposium
----------------------------------------------------
Trans Energy, Inc.'s chairman Steve Lucado and president John Corp
presented at the IPAA OGIS Conference on Wednesday, Oct. 2, 2013.
The conference was held at the Palace Hotel in San Francisco,
California.  The webcast of the Trans Energy, Inc. presentation
can be accessed at:

      http://www.investorcalendar.com/CEPage.asp?ID=171620

The presentation focused on the Company's development efforts in
the Marcellus Shale, specifically in Marion, Marshall, Tyler and
Wetzel counties in Northern West Virginia.  The presentation
covered the following topics:

   * General information about Trans Energy, Inc.

   * Discussion of drilling results

   * Production history and future drilling plans

   * Wet gas economics

   * SEC Reserves

   * Debt financing - Credit Agreement

   * Other information

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at June 30, 2013, showed $88.89
million in total assets, $85.48 million in total liabilities and
$3.40 million in total stockholders' equity.


TRANSGENOMIC INC: P. Kinnon Named President, CEO and Director
-------------------------------------------------------------
Paul Kinnon has been named president, chief executive officer and
a director of Transgenomic, Inc., replacing Craig J. Tuttle,
effective Sept. 30, 2013.

Mr. Kinnon brings over two decades of business and scientific
leadership in the biotechnology and pharmaceutical industries to
Transgenomic, with a proven track record of developing and
launching life science products.  Most recently, he has provided
commercial and strategic consultancy services to a variety of life
science companies and investors, including Transgenomic.  With
broad experience covering clinical diagnostic, core life science
research and applied markets, his appointment strengthens the
executive leadership team and adds significant commercial,
operational, and scientific expertise.

Rodney S. Markin, M.D., Ph.D., chairman of Transgenomic commented:
"Paul has a demonstrable history of success in building teams,
forming strategic partnerships and leading global organizations.
He has also played a pivotal role in the successful growth and
development of many innovation-driven companies.  We anticipate
that the Board's appointment of Paul as CEO will allow
Transgenomic to leverage the Company's leading assets, talent and
business partners." Dr. Markin added: "We thank Craig for his
service to the Company and wish him well in his future endeavors."

"Transgenomic is an exciting story, with a lot of potential for
growth, particularly in the area of innovative genetic testing and
services," said Mr. Kinnon.  "We have clear strengths in our
tools, technologies, world class clinical and research services,
and a terrific team of motivated people.  I look forward to
leading the Transgenomic team as we refine and implement
strategies designed to better address our many promising market
opportunities and create value for all of our stakeholders."

Before joining Transgenomic, Mr. Kinnon was president and CEO of
ZyGEM Corporation Limited, which he transformed from a local New
Zealand reagent firm into a global company developing breakthrough
analytic systems.  Mr. Kinnon joined ZyGEM in 2007 from Invitrogen
Corp. (now Life Technologies), where he held the positions of Vice
President of Global Strategic Alliances and Vice President and
General Manager of the Applied Markets Business Unit.  Previously,
Mr. Kinnon held business, sales and marketing roles of increasing
responsibility at Guava Technologies, Cellomics, and other life
science companies.

Additional information regarding the executive changes is
available for free at http://is.gd/ZSoWJj

                         About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

Transgenomic incurred a net loss of $8.32 million in 2012, a net
loss of $9.78 million in 2011 and a net loss of $3.13 million in
2010. As of June 30, 2013, the Company had $39.36 million in total
assets, $18.34 million in total liabilities and $21.01 million in
total stockholders' equity.

                       Forbearance Agreement

On Feb. 7, 2013, the Company entered into a Forbearance Agreement
with Dogwood Pharmaceuticals, Inc., a wholly owned subsidiary of
Forest Laboratories, Inc., and successor-in-interest to PGxHealth,
LLC, with an effective date of Dec. 31, 2012.  In December 2012,
the Company commenced discussions with the Lender to defer the
payment due on Dec. 31, 2012, until March 31, 2013.  As of
Dec. 31, 2012, an aggregate of $1.4 million was due and payable
under the Note by Transgenomic, and non-payment would constitute
an event of default under the Note and that certain Security
Agreement, dated as of Dec. 29, 2010, entered into between
Transgenomic and PGX.  Pursuant to the Forbearance Agreement, the
Lender agreed, among other things, to forbear from exercising its
rights and remedies under the Note and the Security Agreement as a


TRIBUNE CO: Former Executive Sentenced to 2 Years for Theft
-----------------------------------------------------------
Law360 reported that a former Tribune Co. executive will serve two
years in prison for stealing $264,000 from the now-bankrupt media
company, her attorney confirmed on Sept. 25.

According to the report, Stephanie Pater, who oversaw the
company's real estate operations, pled guilty in June to mail
fraud, admitting that she stole the money through fake contracts
with Tribune, according to court documents. In those contracts,
Pater received bogus bonuses that were improperly directed from a
real estate brokerage, the report related.

Other than confirming the sentence length, Pater's attorney,
private practitioner John Legutki, declined to comment, the report
said.

The case is In Re: Tribune Company Fraudulent Conveyance
Litigation, Case No. 1:11-md-02296 (S.D.N.Y.) before Judge Richard
J. Sullivan.

                        About Tribune Co.

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

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

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

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TSC SIEBER: Judgment in Escana Interpleader Suit Affirmed
---------------------------------------------------------
District Judge Michael H. Schneider in Tyler, Texas, affirmed the
bankruptcy court's resolution of cross-motions for summary
judgment in an adversary interpleader action.

Encana Oil & Gas (USA) Inc. originally filed this action in the
U.S. District Court for the Northern District of Texas, asking the
court to determine the competing rights of the claimants to
$345,665.50.  Encana deposited the funds in the court's registry.

The claimants included TSC Sieber Services, L.C., hired by Encana
as the general contractor of a natural gas pipeline project, and
several subcontractors hired by TSC Sieber to work on the project.
After Encana paid TSC Sieber approximately half of the funds owing
under their agreement, several subcontractors notified Encana that
they had not been paid for services and materials related to the
project.  Encana promptly ceased payments to TSC Sieber and
initiated this interpleader action, depositing with the district
court the full balance due under its agreement with TSC Sieber.

TSC Sieber subsequently filed for chapter 11 bankruptcy
protection, and the district court in the Northern District
transferred the case for consideration as an adversary proceeding
related to the pending bankruptcy action.  The bankruptcy case was
then converted to a chapter 7 proceeding, and the bankruptcy court
appointed Stephen J. Zayler as trustee of the bankruptcy estate.

Finding the requirements satisfied under the interpleader statute,
the bankruptcy court discharged Encana.  The claimants then filed
cross-motions for summary judgment, agreeing that no genuine
issues of material fact existed and asking the bankruptcy court to
resolve their respective rights to the interpleader fund as a
matter of law.

On July 26, 2012, the bankruptcy court issued a Memorandum of
Decision Resolving Competing Motions for Summary Judgment
(Interpleader) finding in favor of the trustee. The bankruptcy
court also simultaneously entered four orders ruling on the
motions for summary judgment (incorporating the reasoning set
forth in the memorandum) and the judgment in the adversary
proceeding.

In its memorandum, the bankruptcy court found that under the
undisputed facts of this case, Encana's filing of the interpleader
action precluded the subcontractors from seeking protection under
the Texas Trust Fund Act or from perfecting mineral liens under
chapter 56 of the Texas Property Code.  Specifically, the
bankruptcy court held the subcontractors had not shown that the
statutory requirements under the Texas Trust Fund Act and chapter
56 were satisfied. More generally, the bankruptcy court noted that
Encana's invocation of the interpleader procedure alleviated the
need for protection of the subcontractors' rights under both the
Texas Trust Fund Act and chapter 56.

Subcontractors Holt Texas, Ltd. and Transamerican Underground,
Ltd. filed a notice of appeal challenging the bankruptcy court's
rulings.  The appellants challenge the bankruptcy court's denial
of their rights under both the Texas Trust Fund Act and the
bankruptcy court's ruling that the appellants mineral lien rights
do not extend to the interpleader fund.

The District Court adopts the bankruptcy court's reasoning and
holds the following:

     1) The Texas Trust Fund Act is inapplicable to this
interpleader action because Encana's deposit of the interpleader
funds with the court was not a "payment [] made to a contractor or
subcontractor, or to an officer, director, or agent of a
contractor or subcontractor." Tex. Prop. Code Sec. 162.001(a).
The payment is necessary to invoke the protections of the Texas
Trust Fund Act.

     2) Appellants do not assert valid mineral liens under chapter
56 of the Texas Property Code. Encana can only be liable under
chapter 56 to the subcontractor to the extent that it is liable to
the general contractor. But when Encana deposited the funds in the
registry of the Northern District, Encana was insulated from
liability to TSC Sieber for money due under the contract, thus,
superseding Appellants' attempts to perfect a mineral lien or
otherwise invoke the protection of chapter 56.

The case before the District Court is, ENCANA OIL & GAS (USA) INC.
v. TSC SIEBER SERVICES, L.C., et al., Appellees, Case No. 6:12-cv-
888 (E.D. Tex.).  A copy of Judge Schneider's Sept. 24, 2013
Memorandum Opinion and Order is available at http://is.gd/yMZKLo
from Leagle.com.

TSC Sieber Services, LC, filed a Chapter 11 voluntary petition
(Bankr. E.D. Tex. Case No. 09-61042) on Oct. 17, 2009.  The case
was subsequently converted to Chapter 7 on Nov. 2, 2009, and
Stephen J. Zayler was appointed as the Chapter 7 Trustee.  The
Debtor was primarily engaged in the business of pipeline
construction.  The Debtor eventually conducted its operations from
three locations -- Arp, Texas, Millsap, Texas, and Keithville,
Louisiana.


TUOMEY HEALTHCARE: S&P Lowers Rating on Revenue Bonds to 'CCC'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered to 'CCC' from
'BB' its long-term rating and underlying rating (SPUR) on South
Carolina Jobs Economic Development Authority's series 2006 revenue
bonds, issued for the Tuomey Healthcare System.  At the same time,
S&P revised the outlook to developing from negative.

The downgrade is due to the fact that the courts have denied
Tuomey's request to appeal a court ruling that found Tuomey
Healthcare System in violation of the Stark Law and False Claims
Act, and granted the government's request to impose between
$237 million and up to $277 million in damages.

"Given the increasing likelihood that Tuomey may have to pay a
sizable settlement and the related uncertainty surrounding the
subsequent effects on Tuomey's financial profile, we believe a
lower rating is warranted, said Standard & Poor's credit analyst
Margaret McNamara.  "The 'CCC' rating connotes our view that
Tuomey is currently vulnerable to nonpayment."

The developing outlook reflects the possibility that S&P could
raise the rating if the change in legal status were more favorable
to Tuomey or if Tuomey presented a plan for resolution of the
judgment that was consistent with a higher rating.  Alternatively,
S&P could lower the rating if Tuomey files for bankruptcy or
experiences substantial financial decline.


UNI-PIXEL INC: UniBoss Sensor Film Rebranded as InTouch Sensors
---------------------------------------------------------------
UniPixel, Inc., and Kodak have made significant progress in their
joint effort to commercialize and manufacture UniPixel's next-
generation touch-screen sensors, including product rebranding.

InTouch SensorsTM is UniPixel's newly developed and named pro-cap,
multi-touch sensor film, previously named after the UniBossTM
manufacturing process.  Kodak and UniPixel have further cobranded
this new name as "InTouch SensorsTM Powered by Kodak," which
reflects the synergistic contributions the companies bring to this
new touch-screen sensor solution.

Recent developments include:

   * Strong overall market interest -- The global market
     introduction of InTouch SensorsTM is driven by the multi-
     million dollar preferred price and capacity licenses executed
     with two Fortune 100 companies.  The product continues to
     gain interest throughout the entire touch module market
     segment with numerous active customer engagements and
     requests for price and delivery terms for smart phones,
     tablets, ultrabooks, notebooks and all-in-one touch sensor
     solutions.

   * Commercial production trials underway -- Two new plating
     lines that were recently delivered to UniPixel's Texas
     facility have been calibrated to support the UniBossTM
     production process, bringing the total number of plating
     lines that are now being used for commercial production
     trials to three.

   * Ramped up equipment capacity at Kodak's Rochester, New York
     Facility -- The recent installation of the first printing
     line at the Eastman Business Park in the Rochester facility
     further advances the schedule, with four plating lines and
     two printing lines to be operational by the fourth quarter of
     2013.  Kodak and UniPixel are planning to build out equipment
     capacity throughout 2014 to support anticipated increasing
     demand, and are planning to expand the Rochester site by
     adding additional plating lines while increasing throughput
     via continuous process improvement.

Kodak CEO Antonio M. Perez said: "Working together, Kodak and
UniPixel are quickly approaching the global market rollout of a
functionally printed touch-screen sensor.  In light of the initial
interest for this product, we believe this solution has the
potential to shake up this large and growing market.  The superior
technologies that both companies are contributing to this product
will enable us to produce and deliver touch-screen sensors at the
very highest level of quality, durability and value.  'InTouch
SensorsTM Powered by Kodak' exemplify the kind of breakthrough
solutions you can expect from the new Kodak."

Reed Killion, president and CEO of UniPixel, said: "Our sensor
rebranding aligns with the ramp-up of equipment capacity to meet
licensing agreement milestones and the anticipated demand for
InTouch SensorsTM to be used in a wide variety of devices.  We
believe the brand 'InTouch Sensors' will become synonymous with
quality, price and performance.  The name of Kodak in the tagline
reveals the important role our technology, development, and
manufacturer partner is playing in UniPixel's touch-screen
sensors.

"Given the substantial resources Kodak has applied to supporting
our efforts, we remain on track to begin commercial production in
the fourth quarter of 2013, and then ramp production volumes
throughout 2014.  With the unmatched capabilities of our touch
sensor technology, and the strength and support of Kodak and
UniPixel's other global partners, we look forward to making the
commercial rollout of InTouch Sensors a success over the weeks and
months ahead."

Under the new InTouch Sensors brand, UniPixel and Kodak are in the
process of bringing to market a touch-sensor with a price and
performance curve that is unmatched in the industry.  InTouch
Sensors offer the unique advantages of metal mesh touch-sensors
based on an additive, roll-to-roll, flexible electronics process
as compared to the traditional subtractive ITO-based and
subtractive ITO replacement-based touch-sensor solutions.  These
advantages include higher touch sensitivity, improved touch
distinction, better durability, significantly higher conductivity,
extensibility to a greater number of sizes and form factors, and
faster sensing speeds.

The UniBoss additive manufacturing process is more efficient and
sustainable, promising lower production costs contrasted with
standard ITO-based touch technology due to lower material costs,
fewer steps in the manufacturing process and a more simplified
supply chain.

UniPixel is leveraging its manufacturing and supply chain
agreement with Kodak for supply chain management, quality systems,
as well as lab access and related resources for defect analysis,
data collection, processing and metrology for commercial
production.  Additionally, Kodak research and development
resources are working with UniPixel to integrate Kodak
technologies such as high resolution deposition and material
formulation expertise into the InTouch manufacturing process.

UniPixel and Kodak have begun discussions with several
manufacturing companies in Asia that have expressed strong
interest in setting up manufacturing capabilities for InTouch
Sensors in their respective countries.  "The terms and conditions
of any potential agreements will depend on the volume commitments,
geography, and strategic contribution of any partners, all of
which will impact the funding and exclusivity of the
relationship," said Killion.

                        About Uni-Pixel Inc.

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

"As of December 31, 2012, we had a cash balance of approximately
$13.0 million and working capital of $12.8 million.  We project
that current cash reserves will sustain our operations through at
least December 31, 2013, and we are not aware of any trends or
potential events that are likely to adversely impact our short
term liquidity through this term.  We expect to fund our
operations with our net product revenues from our commercial
products, cash and cash equivalents supplemented by proceeds from
equity or debt financings, and loans or collaborative agreements
with corporate partners, each to the extent necessary," according
to the Company's annual report for the year ended Dec. 31, 2012.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $63.28 million in total
assets, $6.56 million in total liabilities and $56.71 million in
total shareholders' equity.


UNITED AMERICAN: Delays Form 10-K for Fiscal 2013
-------------------------------------------------
United American Healthcare Corporation was not in a position to
file its annual report on Form 10-K for the Company's fiscal year
ended June 30, 2013, with the U.S. Securities and Exchange
Commission because the Company was not able to complete the Form
10-K in a timely manner without unreasonable effort or expense.
Based on work completed to date by the Company on its year-end
closing procedures and preparation of its financial statements,
the Company expects to file the Form 10-K on or before Oct. 15,
2013.

                       About United American

Chicago-based United American Healthcare, through its wholly owned
subsidiary Pulse Systems, LLC, provides contract manufacturing
services to the medical device industry, with a focus on precision
laser-cutting capabilities and the processing of thin-wall tubular
metal components, sub-assemblies and implants, primarily in the
cardiovascular market.

As reported in the TCR on Oct. 18, 2012, Bravos & Associates,
CPA's, in Bloomingdale, Illinois, expressed substantial doubt
about United American's ability to continue as a going concern.
The independent auditors noted that the Company incurred a net
loss from continuing operations of $1.9 million during the year
ended June 30, 2012, and, as of that date, had a working capital
deficiency of $10.2 million.

For the nine months ended March 31, 2013, the Company reported net
income of $398,000 on $6.05 million of contract manufacturing
revenue, as compared with a net loss of $2.33 million on $4.80
million of contract manufacturing revenue for the same period a
year ago.  The Company's balance sheet at March 31, 2013, showed
$15.54 million in total assets, $12.67 million in total
liabilities and $2.87 million in total shareholders' equity.


USG CORP: Modine Manufacturing CEO Elected to Board
---------------------------------------------------
The Board of Directors of USG Corporation elected Thomas A. Burke,
president and chief executive officer at Modine Manufacturing
Company, a director of the Company for a term expiring at the 2016
annual meeting of stockholders.  Mr. Burke was also appointed to
the Audit and Governance Committees of the Board.  Mr. Burke will
be entitled to receive the same compensation for service as a
director as is applicable to the Company's other directors.

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities.  The Debtors emerged
from bankruptcy protection on June 20, 2006.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $125 million on $3.22 billion of net sales, as compared
with a net loss of $390 million on $2.91 billion of net sales
during the prior year.  As of June 30, 2013, the Company had $3.68
billion in total assets, $3.64 billion in total liabilities and
$40 million in total stockholders' equity including noncontrolling
interest.

                            *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

As reported by the TCR on Dec. 5, 2012, Moody's Investors Service
affirmed USG Corporation's Caa1 Corporate Family Rating and Caa1
Probability of Default Rating.  USG's Caa1 Corporate Family Rating
reflects its high debt leverage characteristics, despite Moody's
expectation of improving operating performance.

In the Sept. 10, 2013, edition of the TCR, Fitch Ratings has
upgraded the ratings of USG Corporation, including the company's
Issuer Default Rating (IDR) to 'B' from 'B-'.  The upgrade
reflects USG's improving profitability and credit metrics this
year and the expectation that this trend continues through at
least 2014.


USMART MOBILE: Chief Operating Officer Quits
--------------------------------------------
Kenneth Lap Yin Chan resigned as the chief operating officer of
USmart Mobile Device Inc. due to his health reason.  Mr. Chan
confirmed that his resignation was not due to any disagreement
with the Company.

The board of directors of the Company has already begun the
process of identifying a qualified officer candidate to fill Mr.
Chan's seat on which he served.

                        About USmart Mobile

Del.-based USmart Mobile, previously known as ACL Semiconductors
Inc., is currently engaged in the production, manufacturing and
distribution of smartphones, electronic products and components in
Hong Kong Special Administrative Region and the People's Republic
of China through its operating subsidiaries.

The Company's balance sheet at June 30, 2013, showed $32.56
million in total assets, $33.65 million in total liabilities and a
$1.08 million total stockholders' deficit.

"As of March 31, 2013, the Company has total current assets of
$6,831,666 and current liabilities of $34,389,086.  This raises
substantial doubt about the Company's ability to continue as a
going concern.  We will continue to seek additional sources of
available financing on acceptable terms; however, there can be no
assurance that we will be able to obtain the necessary additional
capital on a timely basis or on acceptable terms, if at all.  In
addition, if the results are negatively impacted and delayed as a
result of political and economic factors beyond management's
control, our capital requirements may increase," according to the
Company's quarterly report for the period ended March 31, 2013.


VALENCE TECHNOLOGY: Hearing on Amended Plan Approval on Oct. 30
---------------------------------------------------------------
The Bankruptcy Court issued an order approving the disclosure
statement relating to the amended plan of reorganization of
Valence Technology, Inc.  The Court scheduled a confirmation
hearing with respect to the Amended Plan on Oct. 30, 2013, at 1:30
p.m. (central time).

On Aug. 21, 2013, the Company filed a proposed plan of
reorganization and related disclosure statement with the
Bankruptcy Court, soliciting acceptances of the Plan and seeking
confirmation of the Plan by the Bankruptcy Court.  On Sept. 20,
2013, the Debtor filed a proposed Amended Plan related proposed
Amended Disclosure Statement.

The Amended Plan provides for the resolution of outstanding claims
against the Debtor.  Among other things, the Amended Plan provides
that:

    (i) each holder of an allowed Priority Non-Tax Claim, an
        allowed DIP Claim, an allowed Convenience Claim or an
        allowed general unsecured claim of $500 or less will be
        paid in full;

   (ii) Berg & Berg Enterprises, LLC, the pre-petition secured
        lender, the holder of pre-petition secured indebtedness of
        the Debtor, will extend the maturity date of part of its
        pre-petition secured claim under a new promissory note
        secured by a first priority lien against all of the
        reorganized Debtor's assets, and receive, in exchange for
        its remaining pre-petition secured claim in the amount of
        $50 million, 100 percent of the shares of New Valence
        Stock, representing 100 percent of the reorganized
        Debtor's issued and outstanding shares of capital stock on
        the effective date;

  (iii) holders of certain classes of unsecured claims will
        receive payment in full over time;

   (iv) holders of pre-petition equity interests in the Debtor,
        including, without limitation, any shares of the Debtor's
        preferred stock, common stock, and any option, warrant or
        right to acquire any ownership interest in the Debtor,
        will receive no distribution; and

    (v) all pre-petition equity interests in the Debtor will be
        canceled on the effective date of the Amended Plan.

Under the terms of the Amended Plan, the Pre-petition Secured
Lender will provide exit financing to the Debtor by entering into
a new loan agreement in the amount of $20 million with the
reorganized Debtor on the effective date of the Amended Plan.  The
New Loan will have a 5-year term and simple accrued interest at
the rate of 5 percent per annum, and will be secured by a first
priority lien against all of the reorganized Debtor's assets.
Payment of the New Loan will be subordinated to payment of claims
of a number of junior classes, including, without limitation, the
general unsecured creditors.  The proceeds from the New Loan will
be used to pay claims under the Amended Plan and to fund the
reorganized Debtor's working capital and general corporate needs.

A copy of the First Amended Plan is available for free at:

                        http://is.gd/7s8bjW

A copy of the First Amended Disclosure Statement is available at:

                        http://is.gd/2qJE33

                      About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  The Debtor disclosed
$24,858,325 in assets and $78,520,831 in liabilities as of the
Chapter 11 filing.  Chairman Carl E. Berg and related entities own
44.4 percent of the shares.  ClearBridge Advisors LLC owns 5.5
percent.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Sabrina L. Streusand at Streusand, Landon &
Ozburn, LLP with respect to bankruptcy matters.  The petition was
signed by Robert Kanode, CEO.

On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, serves as
its counsel.


VHGI HOLDINGS: Unit Files for Chapter 11 in Indiana
---------------------------------------------------
Due to the failure of Hassan Alshaban Principal and Al Rami PureAl
Rami Pure LLC to perform under the terms of the agreed upon
renegotiated terms of the Equity Investment Agreement, Lily Group
Inc., a wholly-owned subsidiary of VHGI Holdings, Inc., filed a
voluntarily petition for reorganization under Chapter 11 of the
United States Bankruptcy Code in Bankruptcy Court for the Southern
District of Indiana, case number: 13-81073.  Lily Group remains in
possession of its assets and continues to operate its business as
a debtor-in-possession under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court.

As a result of the filing of the Chapter 11 petition, an event of
default has occurred pursuant to the terms of the $13,000,000 Note
Purchase Agreement between Lily Group Inc. and Platinum Partners
Credit Opportunities Master Fund LP.  VHGI Holdings, Inc., is also
in default of all outstanding notes and obligations.

On Sept. 12, 2013 Lily Group, Inc., a wholly-owned subsidiary of
VHGI Holdings, Inc., notified Al Rami Pure LLC that it was
terminating the Equity Investment Agreement between the parties as
a result of the failure of Hassan Alshaban Principal of Al Rami
Pure and Al Rami Pure LLC to perform under the terms of the
agreement.  Lily Group Inc. is attempting to close the final issue
of the failed transaction by successfully retrieving the deposited
funds placed on deposit within the UAE banks associated with this
transaction.

                         About VHGI Holdings

Fort Worth, Tex.-based VHGI Holdings, Inc., is a holding company
with revenue streams from these business segments: (a) precious
metals (b) oil and gas (c) coal and (d) medical technology.

VHGI incurred a net loss of $22.34 million on $481,568 of total
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $5.43 million on $499,617 of total revenue during the
prior year.  As of Dec. 31, 2012, the Company had $47.45 million
in total assets, $62.18 million in total liabilities and a $14.72
million total stockholders' deficit.

Liggett, Vogt & Webb, P.A., in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has incurred recurring operating losses, has
significant amounts of past due debts and will have to obtain
additional capital to sustain operations.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


VIGGLE INC: Draws Down $2 Million Under New Credit Facility
-----------------------------------------------------------
Viggle Inc. and Sillerman Investment Company II LLC, an affiliate
of the Company's executive chairman and chief executive officer,
on March 11, 2013, entered into an amended and restated line of
credit, pursuant to which the Company may, from time to time, draw
on the New $25,000,000 Line of Credit in amounts of no less than
$1,000,000.  On Sept. 25, 2013, the Company drew $2,000,000 under
the New $25,000,000 Line of Credit.  Following the Sept. 25, 2013
draw, there is $4,000,000 available to be drawn under the New
$25,000,000 Line of Credit.

In accordance with the terms of the New $25,000,000 Line of
Credit, the Company issued to SIC II warrants to purchase
2,000,000 shares of the Company's Common Stock, par value $0.001
per share.  These warrants will be exercisable at a price of $1.00
per share and will expire five years after issuance.

The Company expects to record a stock-based compensation charge of
approximately $805,000 relating to these warrants.

The Board of Directors also approved for purposes of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended,
the transaction and the issuance of the warrants for purposes of
securing an exemption for that acquisition of all those warrants
and the shares into which they may be converted by SIC II.  As
approved by the Board of Directors, SIC II is a director of the
Company by deputization for purposes of securing an exemption for
these transactions from the provisions of Section 16(b) of the
Exchange Act pursuant to Rule 16b-3 thereunder.

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.
Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  The Company's balance sheet at June 30, 2013, showed
$16.77 million in total assets, $54.15 million in total
liabilities and a $37.37 million total stockholders' deficit.


BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.

VIGGLE INC: R. Sillerman Held 82.6% Equity Stake at Sept. 16
------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Robert F.X. Sillerman disclosed that as of
Sept. 16, 2013, he beneficially owned 109,561,913 shares of common
stock of Viggle Inc. representing 82.6 percent of the shares
outstanding.  Mr. Sillerman previously reported beneficial
ownership of 109,518,087 common shares or 74.6 percent equity
stake as of Sept. 6, 2013.  A copy of the regulatory filing is
available for free at http://is.gd/Sbkt3L

                             About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  The Company's balance sheet at June 30, 2013, showed
$16.77 million in total assets, $54.15 million in total
liabilities and a $37.37 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


VILLAGE AT KNAPP'S: Wants to Hire John Huizinga as Accountants
--------------------------------------------------------------
The Village At Knapp's Crossing, L.L.C., seeks to employ John S.
Huizinga CPA as accountants.

The Firm is contemplated to review and analyze financial
information for the Debtor.  Those services will include assisting
the Debtor and its attorney in preparing and/or performing monthly
operating reports, financial projections and budgets, case
reconciliations, cash collateral analyss, financial analysis and
other forensic accounting and financial advisory services, as
necessary.

The Firm has performed accounting services for the Debtor in the
past and is willing to continue performing accounting services on
the Debtor's behalf and to be compensated at these hourly rates:

   * Correspondence, Adjusting Journal Entries,
     Bookkeeping                                  $40 to $80
   * Tax and Consulting                           $140
   * Financial Statement Work                     $140

To the best of the Debtor's knowledge, the Firm does not represent
nor hold any interest adverse to the Debtor or the Debtor's estate
with regard to the matter in which it is to be employed.  The Firm
is "disinterested" in accordance with Sec. 101(14) of the
Bankruptcy Code.

                    About Village At Knapp's

The Village At Knapp's Crossing, L.L.C. in Grand Rapids, Michigan,
filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on
July 25, 2013.  Judge Scott W. Dales handles the case.  On the
Petition Date, the Debtor estimated its assets and debts at
$10 million to $50 million.  The petition was signed by Steven D.
Benner, managing member on behalf of S.D. Benner, sole member.
Tishkoff & Associates PLLC is the Debtor's counsel.


VILLAGE AT KNAPP'S: First Community Bank Denied Stay Relief
-----------------------------------------------------------
Judge James Gregg denied without prejudice First Community Bank's
motion for stay relief in its favor.

The Village At Knapp's Crossing, L.L.C. in Grand Rapids, Michigan,
filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on
July 25, 2013.  Judge Scott W. Dales handles the case.  On the
Petition Date, the Debtor estimated its assets and debts at
$10 million to $50 million.  The petition was signed by Steven D.
Benner, managing member on behalf of S.D. Benner, sole member.
Tishkoff & Associates PLLC is the Debtor's counsel.


VISCOUNT SYSTEMS: Issues 21.654 Series A Conv. Preferred Shares
---------------------------------------------------------------
Viscount Systems, Inc., issued a total of 21.654 Series A
Convertible Redeemable Preferred Stock, par value $0.001 per
share, to the outstanding holders of A Shares as dividend payments
on the A Shares for the period ended Sept. 30, 2013.  The A Shares
issued are subject to the conversion and dividend rights as set
forth in the Certificate of Designation, Preferences and Rights of
the Series A Convertible Redeemable Preferred Stock dated June 5,
2012, as amended October 17, 2012.

                       About Viscount Systems

Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer,
developer and service provider of access control security
products.

The Company reported a net loss of C$2.9 million in 2011, compared
with a net loss of C$1.3 million in 2010.  The Company's balance
sheet at June 30, 2013, showed C$1.67 million in total assets,
C$6.21 million in total liabilities and a C$4.54 million total
stockholders' deficit.

The Company's bank credit facility was suspended on December 30,
2011 due to the bank's assessment of the Company's financial
position.  Management has determined that the Company will need to
raise a minimum of C$500,000 by way of new debt or equity
financing to continue normal operations for the next twelve
months.  Management has been actively seeking new investors and
developing customer relationships, however a financing arrangement
has not yet completed.  Short-term loan financing is anticipated
from related parties, however there is no certainty that loans
will be available when required.  These factors raise substantial
doubt about the ability of the Company to continue operations as a
going concern.

Following the 2011 results, Dale Matheson Carr-Hilton Labonte LLP,
in Vancouver, Canada, expressed substantial doubt about Viscount
Systems' ability to continue as a going concern.  The independent
auditors noted that the Company has an accumulated deficit of
C$5,769,027 and has reported a loss of C$2,883,304 for the year
ended Dec. 31, 2011.


VISUALANT INC: Obtains Favorable Decision vs. Ascendiant
--------------------------------------------------------
Visualant, Inc., filed a complaint on June 17, 2013, against
Ascendiant Capital Partners, LLC, in the California Superior
Court, County of Orange (Case No. 30-2013-00656770-CU-BC-CJC) for
breach of contract, seeking damages, specific performance and
injunctive relief against Ascendiant.

The Company entered into an Option Agreement with Ascendiant dated
April 26, 2013, pursuant to which the Company had the option to
purchase from Ascendiant 4,000,000 shares of the Company's common
stock for an aggregate purchase price of $300,000.  On May 31,
2013, the Company exercised its option to purchase the 4,000,000
Option Shares from Ascendiant and paid to Ascendiant the $300,000
purchase price.  In its Complaint, the Company alleges that
Ascendiant breached its obligations under the Option Agreement by
delivering to the Company only 2,284,525 of the 4,000,000 Option
Shares and failing to deliver the remaining 1,715,475 Option
Shares.

The Company filed a motion for preliminary injunction, seeking an
order requiring Ascendiant to transfer the remaining 1,715,475
Option Shares to Visualant or, in the alternative, enjoining
Ascendiant from transferring, selling, or otherwise encumbering
the Option Shares.  On Sept. 24, 2013, the California Superior
Court granted Visualant's motion, finding that Visualant was
likely to prevail on the merits of its claim against Ascendiant.
The Court ordered Ascendiant to deliver 1,715,475 Option Shares to
the Company by 4:00PM, Sept. 27, 2013.  This delivery has
occurred.  The Company expects to pursue its damage claim.

                       About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
for the same period during the prior year.  The Company's balance
sheet at June 30, 2013, showed $5.59 million in total assets,
$7.32 million in total liabilities, $46,609 in noncontrolling
interest and a $1.78 million total stockholders' deficit.

PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


WA INVESTMENTS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: WA Investments I, LP
        One Embarcadero Center, Suite 500
         San Francisco, CA 94111

Case No.: 13-36175

Chapter 11 Petition Date: October 1, 2013

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

Judge: Hon. Karen K. Brown

Debtor's Counsel: Miles Cohn, Esq.
                  CRAIN, CATON & JAMES, PC
                  1401 McKinney, 17th Floor
                  Houston, TX 77010
                  Tel: 713-752-8668
                  Fax: 713-425-7968
                  Email: mcohn@craincaton.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The petition was signed by Mark Keener, manager of general
partner.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


WASHINGTON MUTUAL: Receiver Fights Golden Parachutes
----------------------------------------------------
June Williams, writing for Courthouse News Service, reported that
after Washington Mutual became the biggest bank failure in U.S.
history, 92 of its officers and executives tried to profit from
the collapse through illegal golden-parachute payments, the
receiver claims in court.

According to the report, the WMI Liquidating Trust sued the
Federal Deposit Insurance Corp., the Board of Governors of the
Federal Reserve, and the 92 former bank officers in Federal Court.

Washington Mutual filed for bankruptcy and was placed in
receivership in 2008, the report recalled.  JPMorgan Chase bought
it for $1.9 billion in September 2008, in a deal brokered by the
federal government. WaMu had $310 billion in assets when it
collapsed.

In its 103-page lawsuit, the WMI Liquidating Trust seeks judgment
that various severance and benefits sought in bankruptcy
proceedings are prohibited by the federal Golden Parachute
Regulations, the report said.

"The individual defendants include some of WMI's most senior
executives and members of its Executive Committee. These same
individual defendants seek to profit as a result of the bank
failure and recover from WMILT pursuant to contracts or plans
providing for large -- and now prohibited -- 'golden parachute'
payments," according to the complaint, the report added.

WMILT is represented by Edgar Sargent and Justin Nelson with
Susman Godfrey, in Seattle, and by Brian Rosen and John Mastando
III with Weil, Gotshal & Manges of New York City.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on September 25, 2008, by
U.S. government regulators.  The next day, WaMu and its affiliate,
WMI Investment Corp., filed separate petitions for Chapter 11
relief (Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu
owns 100% of the equity in WMI Investment.


WATERFRONT OFFICE: Can Access Cash Collateral Until Oct. 31
-----------------------------------------------------------
In a tenth preliminary order dated Sept. 26, 2013, Judge Alan H.
W. Shiff of the U.S. Bankruptcy Court for the District of
Connecticut authorized Debtors Waterfront Office Building, LP, and
Summer Office Building, LP, to use rents which may constitute cash
collateral of Secured Creditor Deutsche Genossenschafts-
Hypothekenbank AG, until Oct. 31, 2013.

The Debtors are prohibited from using the rents other than in
accordance with the Budget without the written agreement of the
Secured Creditor.

The Debtors' use and disbursement of the rents will be consistent
with the Lockbox Agreement dated as of July 18, 2007, between the
Debtors and the Secured Creditor.

As adequate protection for the preliminary use of the rents by the
Debtors, the Secured Creditor is granted replacement and/or
substitute liens (subject only to a carveout for amounts payable
by the Debtors under (i) 28 U.S.C. Sec. 1930(a)(6), and (ii)
approved fees and expenses of the Debtors' and any Committee's
court approved professionals) in all pre-petition and post-
petition assets and proceeds of the same, excluding any bankruptcy
avoidance causes of action.

A final hearing on the Cash Collateral Motion will be held on
Oct. 22, 2013, at 10:00 a.m.  Objections are due no later than
Oct. 18, 2013.

               About Waterfront Office Building &
                      Summer Office Building

Stamford, Conn.-based Waterfront Office Building, LP, filed a
voluntary Chapter 11 petition (Bankr. D. Conn. Case No. 12-52121)
in Bridgeport on Nov. 27, 2012, listing $50 million to $100
million in both assets and debts.  The Debtor owns a 206,186
square foot multi-tenant office building on 8.1 waterfront acres
with two on site restaurants and an adjacent 71-slip marina.

Summer Office Building, LP, also filed for Chapter 11 (Bankr. D.
Conn. Case No. 12-52122), listing $10 million to $50 million in
assets and $50 million to $100 million in debts.

Judge Alan H.W. Shiff oversees the Chapter 11 cases.  The
petitions were signed by Paul Kuehner, manager of managing member
of sole member of Debtor's GP.

Deustche Genossenschafts-Hypothekenbank AG, secured creditor to
the Debtors, has filed a Chapter 11 Plan and Disclosure Statement,
which proposes to pay all creditors in full on the plan effective
date.  The DG Hyp Plan contemplates satisfaction of DG Hyp's Claim
in exchange for the Debtors' primary assets, the Properties and
amounts held in the Debtors' Accounts.  Under the Plan, DG
Hyp, which holds a senior mortgage on the Properties in excess of
the Properties' appraised value, will take the Properties in
satisfaction of the mortgage.  Dg Hyp will pay in full all real
estate tax claims of the City of Stamford and all Allowed General
Unsecured Claims.  DG Hyp agrees to waive any distribution on
account of the DG Hyp's Deficiency Claim only in the event the DG
Hyp Plan is confirmed by the Bankruptcy Court.  The Plan
designates Class 1 as Other Priority Claims, Class 2 as City of
Stamford Secured Claim, Class 3 as DG Hyp Secured Claim scheduled
at approximately $3.5 million, Class 4 as General Unsecured Claims
estimated to total $350,000, and Class 5 as Equity Interests which
are to be extinguished on the Effective Date.

DG Hyp is represented by John Carberry, Esq., at CUMMING &
LOCKWOOD LLC, in Stamford, Connecticut; and Deborah J. Piazza,
Esq., at TARTER KRINSKY & DROGIN LLP, in New York.


WATERFRONT OFFICE: Files Second Amended Plan of Reorganization
--------------------------------------------------------------
Waterfront Office Building, LP, and Summmer Office Building, LP,
filed with the U.S. Bankruptcy Court for the District of
Connecticut on Sept. 27, 2013, a Second Amended Disclosure
Statement with respect to the Second Amended Plan of
Reorganization proposed by the Debtors and filed on Sept. 27,
2013.

Pursuant to the Debtors' Second Amended Plan, the DG-Hyp Secured
Claims in Class 2 will be allowed in an amount to be determined by
the Bankruptcy Court.

In full satisfaction, settlement, release and discharge of and in
exchange for the Allowed DG-Hyp Secured Claims and all Liens
securing such Claims, DG-Hyp will receive, on or as soon as
practicable after the later of the Effective Date or the Allowance
Date with respect to the DG-Hyp Secured Claims: (i) title to the
real property owned by Summer and any security deposits paid by
Summer's tenants not previously returned to any such tenants;
(ii) approximately $3,500,000 representing the Debtors' reserves
held under the Pre-Petition Date loan documents between DG-Hyp and
the Debtors and Cash Collateral Order (net of reserves funded for
post-Petition Date taxes and insurance) and (iii) the DG-Hyp
Promissory Note, which will be issued by the Reorganized Debtor in
the principal amount of any balance due on the Allowed DG-Hyp
Secured Claims. (Assuming that the Debtors' estimates of value of
the DG-Hyp Collateral are accurate and assuming further that any
disputes to the amount of the DG-Hyp Claim are decided in DG-Hyp's
favor, the principal amount of the DG-Hyp Promissory Note would be
approximately $20,000,000).

The Plan Supplement will identify the principal amount of the DG-
Hyp Promissory Note, and the Plan Supplement will include the form
of the DG-Hyp Promissory Note.  To the extent that there is any
inconsistency or conflict between the DG-Hyp Promissory Note and
the Plan, the provisions of the Plan will control.

DG-Hyp General Unsecured Claims in Class 3, estimated to total
$16,500,000, will receive payments equal to three percent (3%) of
any such Claim from the Reorganized Debtor in four (4) equal
quarterly Cash payments commencing with the first full calendar
quarter following the Effective Date.  Each quarterly Cash payment
will be made no later than ten (10) business days after the end of
such calendar quarter.

General Unsecured Claims in Class 4, estimated to total $350,000,
will receive a payment equal to one hundred percent (100%) of its
Allowed Claim on the first anniversary of the Effective Date plus
a payment of five percent (5%) interest on its Allowed Claim
accruing from the Effective Date through the date of Distribution.

Easch holder of a Tenant Claim in Class 5, will be paid in full,
plus interest at the Case Interest Rate, the amount of a Tenant
Claim within twelve months that it would otherwise be due under
the Tenant's lease with Waterfront.  Notwithstanding the
foregoing, the Reorganized Debtor will have the right to pay
the Holder of a Tenant Claim in full any time after the Effective
Date without premium or penalty.

Holders of Interests in the Debtors in Class 6 will be permitted
to retain their Interests; provided, however, that they contribute
five million dollars ($5,000,000) in total to the Reorganized
Debtor on the Effective Date, pursuant to the conditions provided
in Section C. Means of Implementation of the Plan 1.a-d.  The
Class 6 Interests will be extinguished in the event they are not
the successful bidder in any auction for the equity in the
Reorganized Debtor provided in Section C.

The sources of Cash necessary for the Reorganized Debtor to pay
Allowed Claims that are to be paid in Cash by the Reorganized
Debtor under the Plan will be: (a) the Cash of the Reorganized
Debtor on hand as of the Effective Date; (b) Cash arising from the
operation, ownership, maintenance, and/or sale of the Assets owned
and managed by or at the direction of the Debtors, including,
without limitation, the DG-Hyp Collateral; and (c) any Cash
generated or received by the Reorganized Debtor after the
Effective Date from any other source, including the $5,000,000 to
be contributed by the Holders of the Interest to be issued on the
Effective Date under the Plan.

On the Effective Date, Summer will merge into Waterfront.  The
effect of the merger will include a substantive consolidation of
the Summer and Waterfront estates.

A copy of the Debtors' Second Amended Disclosure Statement is
available at http://bankrupt.com/misc/waterfrontoffice.dcc153.pdf

               About Waterfront Office Building &
                      Summer Office Building

Stamford, Conn.-based Waterfront Office Building, LP, filed a
voluntary Chapter 11 petition (Bankr. D. Conn. Case No. 12-52121)
in Bridgeport on Nov. 27, 2012, listing $50 million to $100
million in both assets and debts.  The Debtor owns a 206,186
square foot multi-tenant office building on 8.1 waterfront acres
with two on site restaurants and an adjacent 71-slip marina.

Summer Office Building, LP, also filed for Chapter 11 (Bankr. D.
Conn. Case No. 12-52122), listing $10 million to $50 million in
assets and $50 million to $100 million in debts.

Judge Alan H.W. Shiff oversees the Chapter 11 cases.  The
petitions were signed by Paul Kuehner, manager of managing member
of sole member of Debtor's GP.

Deustche Genossenschafts-Hypothekenbank AG, secured creditor to
the Debtors, has filed a Chapter 11 Plan and Disclosure Statement,
which proposes to pay all creditors in full on the plan effective
date.  The DG Hyp Plan contemplates satisfaction of DG Hyp's Claim
in exchange for the Debtors' primary assets, the Properties and
amounts held in the Debtors' Accounts.  Under the Plan, DG
Hyp, which holds a senior mortgage on the Properties in excess of
the Properties' appraised value, will take the Properties in
satisfaction of the mortgage.  Dg Hyp will pay in full all real
estate tax claims of the City of Stamford and all Allowed General
Unsecured Claims.  DG Hyp agrees to waive any distribution on
account of the DG Hyp's Deficiency Claim only in the event the DG
Hyp Plan is confirmed by the Bankruptcy Court.  The Plan
designates Class 1 as Other Priority Claims, Class 2 as City of
Stamford Secured Claim, Class 3 as DG Hyp Secured Claim scheduled
at approximately $3.5 million, Class 4 as General Unsecured Claims
estimated to total $350,000, and Class 5 as Equity Interests which
are to be extinguished on the Effective Date.

DG Hyp is represented by John Carberry, Esq., at CUMMING &
LOCKWOOD LLC, in Stamford, Connecticut; and Deborah J. Piazza,
Esq., at TARTER KRINSKY & DROGIN LLP, in New York.


WATERFRONT OFFICE: DG-Hyp Files 2nd Amended Plan of Reorganization
------------------------------------------------------------------
Deutsche Genossenschafts-Hypothekenbank AG filed with the U.S.
Bankruptcy Court for the District of Connecticut on Sept.26, 2013,
a Second amended Disclosure Statement with respect to the Second
Amended Plan of Reorganization proposed by DG-Hyp for the Debtors.

The DG-Hyp Plan proposes to pay all creditors in full on or around
the Effective Date.

According to the DG-Hyp, with accrued and unpaid interest, costs
and fees, and various outlays, the Debtors currently owe it in
excess of $55,672,000.  DG Hyp has recently had the Properties
appraised as having a value of $41,200,000, leaving DG Hyp with a
large deficiency claim estimated at approximately $14,472,000.

Pursuant to DG-Hyp's Second Amended Plan, Class 5 Equity Interests
in the Debtors will be extinguished and the holders of Interests
will not receive an Distributions on account of their Interests.

Class 4 General Unsecured Claims will receive on the Effective
Date, or as soon as practicable after such Claim becomes an
Allowed Claim, payment from DG-Hyp, in Cash, in the full amount of
the Allowed Claim which will be paid from the $3,500,000 held in
the Debtors' Accounts to be turned over to DG Hyp.  DG-Hyp agrees
to waive any distribution on account of the DG-Hyp's Deficiency
Claim only in the event the DG-Hyp Plan is confirmed by the
Bankruptcy Court.

The Class 3 Secured Claim of DG- Hyp will receive deeds to the
Properties, free and clear of any Liens, Claims or encumbrances on
the Effective Date and the turnover of any and all amounts held in
the Debtors' Accounts (approximately $3,500,000).

A copy of DG-Hyp's Second Amended Disclosure Statement is
available at http://bankrupt.com/misc/waterfrontoffice.doc150.pdf

               About Waterfront Office Building &
                      Summer Office Building

Stamford, Conn.-based Waterfront Office Building, LP, filed a
voluntary Chapter 11 petition (Bankr. D. Conn. Case No. 12-52121)
in Bridgeport on Nov. 27, 2012, listing $50 million to $100
million in both assets and debts.  The Debtor owns a 206,186
square foot multi-tenant office building on 8.1 waterfront acres
with two on site restaurants and an adjacent 71-slip marina.

Summer Office Building, LP, also filed for Chapter 11 (Bankr. D.
Conn. Case No. 12-52122), listing $10 million to $50 million in
assets and $50 million to $100 million in debts.

Judge Alan H.W. Shiff oversees the Chapter 11 cases.  The
petitions were signed by Paul Kuehner, manager of managing member
of sole member of Debtor's GP.

Secured Creditor DG-Hyp is represented by John Carberry, Esq., at
CUMMING & LOCKWOOD LLC, in Stamford, Connecticut; and Deborah J.
Piazza, Esq., at TARTER KRINSKY & DROGIN LLP, in New York


WAVE HOUSE: Court Confirms 1st Amended Plan
-------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
confirmed Wave House Belmont Park, LLC's first amended plan of
reorganization.

The Plan calls for the Debtor to liquidate its remaining assets to
pay creditors in full.  The Debtor will press forward with its
litigation against the City of San Diego in the action styled Wave
House Belmont Park, LLC, v. The City of San Diego, Case No. 10-
90553-LT.

The Plan is also hinged on separate settlement agreements with
Symphony Asset Pool XVI, LLC, and East West Bank.  Under the EWB
settlement, a promissory note in the sum of $1,127,651 will
executed by EWB in favor of the Debtor.

The Plan proposes to pay holders of general unsecured claims in
full in an amount up to 100% of the amount of the general
unsecured claim with interest accruing at the current federal
short term rate of .20%.  Payment to general unsecured claims is
contingent of the funds available from the proceeds of the San
Diego adversarial action and the promissory note, after payment in
full of the secured claims of Kathleen Lochtefeld and Symphony
Asset Pool XVI, LLC, and the unsecured priority claim of the
County of San Diego Treasurer-Tax Collector.

A full-text copy of the Disclosure Statement dated March 6, 2013,
is available for free at:

           http://bankrupt.com/misc/WAVEHOUSEds0306.pdf

John L. Smaha, Esq., and Gustavo E. Bravo, Esq., at Smaha Law
Group, APC, in San Diego, California, represent the Debtors.

                         About Wave House

San Diego, California-based Wave House Belmont Park, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Cal. Case No.
10-19663) on Nov. 3, 2010.  John L. Smaha, Esq., at Smaha Law
Group, APC, assists the Debtor in its restructuring effort.

Wave House, the company that operates the San Diego amusement area
Belmont Park, filed for bankruptcy protection after the city
imposed an eightfold increase in rent.  The Debtor disclosed
$28.3 million in assets and $17.6 million in liabilities.


WM SIX FORKS: Court Pegs 2nd Quarter Fee at $30,000
---------------------------------------------------
WM Six Forks, LLC, appeared at a hearing Sept. 5, 2013, in
Raleigh, North Carolina, to show cause why its case should not be
dismissed or sanctions should not be imposed for failure to remit
the appropriate quarterly fee for the second quarter of 2013.  At
issue is whether a credit bid, exercised by a secured creditor
pursuant to 11 U.S.C. Sec. 363(k), is considered a "disbursement"
for purposes of calculating the quarterly fee due under 28 U.S.C.
Sec. 1930(a)(6).

Prior to the petition date, on July 22, 2008, the debtor executed
a building loan agreement in favor of Capmark Finance Inc. in the
original principal amount of $36,587,800, which was secured by a
deed of trust and assignment of rents, profits and income
encumbering the Manor Six Forks project as well as a security
agreement and financing statement covering "collateral . . . now
or thereafter located on the premises of, relate to, or used in
connection with the construction, financing, repair, ownership,
management, and operations of [the project.]"  On Aug. 14, 2012,
Lenox Mortgage XVII LLC, successor-by-assignment to Capmark
Finance, filed a proof of claim, Claim No. 1, in the amount of
$39,027,860.

The debtor and Lenox Mortgage entered into a purchase and sale
agreement, dated Dec. 10, 2012, which provided for the sale of the
project to Lenox Mortgage for a total purchase price of
$37,100,000.  The purchase agreement entitled Lenox Mortgage "to
exercise its credit bid right pursuant to section 363(k) of the
Bankruptcy Code on account of its allowed secured claim in an
amount not less than $39,027,860.00. . . ."

On Feb. 15, 2013, the court entered an order confirming the
debtor's plan of liquidation dated Dec. 10, 2012, as amended on
Feb. 5, 2013, which provided for the sale of the project pursuant
to Sections 363(b) and 1123(a)(5)(D) of the Bankruptcy Code
following court-approval of the purchase agreement and certain
bidding procedures.  The confirmation order provided, in
accordance with the terms of the purchase agreement, for the
transfer of the project to Lenox Mortgage in full satisfaction of
its allowed claim. The confirmation order also approved the
procedures and deadline by which qualified bids were to be
submitted and scheduled a hearing for the approval of the sale of
the project, which was held on March 21, 2013.

There were no other qualified bids, and on March 27, 2013, in
accordance with the confirmation order and the purchase agreement,
the court entered an order approving sale of the project to Lenox
Mortgage in exchange for a credit bid of $37,100,000.  On April
11, 2013, the debtor closed on the sale of the project, which was
purchased by Deancurt Raleigh, LLC, the successor-by-assignment to
Lenox Mortgage under the purchase agreement.  At the closing and
pursuant to the purchase agreement, confirmation order and order
approving the sale, the project was transferred to Deancurt in
consideration of the credit bid in the amount of $37,100,000.

On Aug. 1, 2013, the debtor filed its quarterly fee statement and
its post-confirmation report for the quarter, which ended June 30,
2013.  The debtor, in this post-confirmation report, listed total
disbursements for the second quarter in the amount of $111,821.65,
resulting in a quarterly fee of $975.00 that was subsequently paid
by the debtor on Aug. 2.  Under the section of the post-
confirmation report entitled "Sale of Property," the debtor stated
the "[p]roject was sold to Lenox Mortgage XVII LLC in April of
2013."

On Aug. 8, 2013, and on motion of the bankruptcy administrator,
the court entered an order directing the debtor to appear and show
cause currently before the court for its failure to pay the
correct quarterly fee for the second quarter.  In her motion, the
bankruptcy administrator contends that the debtor owes the maximum
quarterly fee of $30,000 for the second quarter, based on the
credit bid submitted by Lenox Mortgage in the amount of
$37,100,000.

In a Sept. 23, 2013 Order available at http://is.gd/snQxsyfrom
Leagle.com, Bankruptcy Judge A. Thomas Small -- utilizing a broad
interpretation of the term "disbursements" under Sec. 1930(a)(6)
-- finds that the credit bid submitted by Lenox Mortgage is a
disbursement and should be included in the calculation of the
applicable quarterly fee.  Accordingly, the quarterly fee owed for
the second quarter is $30,000, $975 of which has been paid by the
debtor.

                        About WM Six Forks

WM Six Forks LLC is the owner of an apartment and retail/office
complex in Raleigh, North Carolina, known as Manor Six Forks,
which opened in March 2010.  The property includes 298 residential
apartments and roughly 14,000 square feet of retail/office space
on the ground floor.  As of the bankruptcy filing date, all the
retail/office space is vacant and roughly 95% of the residential
apartments are subject to existing leases.

WM Six Forks filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
12-05854) on Aug. 12, 2012.  The Debtor said in court papers the
Manor is valued at $32.54 million.  The Debtor also owns a 15.15-
acre property, the value of which is not yet determined.  The
Debtors' property serves as collateral to a $39 million debt to
Lenox Mortgage XVI, LLC.  A copy of the schedules filed together
with the petition is available at http://bankrupt.com/misc/nceb12-
05854.pdf

Bankruptcy Judge J. Rich Leonard oversees the case.  The Debtor
hired Northen Blue, LLP as counsel.  The petition was signed by
William G. Garner, manager of WM6F Completion & Performance
Assoc., LLC.  Dawn Barnes has been assigned as case manager.

The Bankruptcy Administrator for the Eastern District of North
Carolina Bankruptcy notified that it was unable to form a
creditors committee in the Chapter 11 case of WM Six Forks, LLC.

Judge J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina, Raleigh Division, confirmed on
Feb. 15, 2013, WM Six Forks, LLC's Plan of Liquidation.


WORLD SURVEILLANCE: Chairman of the Board Quits
-----------------------------------------------
Anthony R. Bocchichio resigned as a member of World Surveillance
Group Inc.'s Board of Directors and as its chairman on Sept. 24,
2013, as a result of contract differences.  Glenn D. Estrella, the
Company's president and chief executive officer, has been named
interim Chairman while the Company conducts a search for a new
Chairman of the Board.

                      About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

World Surveillance disclosed a net loss of $3.36 million on
$272,201 of net revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $1.12 million on $19,896 of net
revenues in 2011.

Rosen Seymour Shapss Martin & Company LLP, in New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at June 30, 2013, showed $3.60 million
in total assets, $16.93 million in total liabilities, all current
and $13.33 million total stockholders' deficit.

                        Bankruptcy Warning

"Our indebtedness at June 30, 2013 was $16,938,962.  A portion of
such indebtedness reflects judicial judgments against us that
could result in liens being placed on our bank accounts or assets.
We are continuing to review our ability to reduce this debt level
due to the age and/or settlement of certain payables but we may
not be able to do so.  This level of indebtedness could, among
other things:

  * make it difficult for us to make payments on this debt and
    other obligations;

   * make it difficult for us to obtain future financing;

   * require us to redirect significant amounts of cash from
     operations to servicing the debt;

   * require us to take measures such as the reduction in scale of
     our operations that might hurt our future performance in
     order to satisfy our debt obligations; and

   * make us more vulnerable to bankruptcy or an unwanted
     acquisition on terms unsatisfactory to us," the Company said
     in the quarterly report for the period ended June 30, 2013.


WOUND MANAGEMENT: Inks Shipping Agreement with WellDyne
-------------------------------------------------------
Wound Management Technologies, Inc., entered into a Shipping and
Consulting Agreement with WellDyne Health, LLC, on Sept. 20, 2013.
Under the Agreement, WellDyne agreed to provide certain storage,
shipping, and consulting services, and was granted the right to
conduct online resales of certain of the Company's products to
U.S. consumers.

As additional consideration under the Agreement, an affiliate of
WellDyne was issued a warrant for the purchase shares of the
Company's common stock, par value $0.001 per share, equal to the
lesser of (a) 4.9 percent of the issued and outstanding Common
Stock (on a fully-diluted basis), or (b) 4,500,000 shares.  The
Warrant has a term of five years and an exercise price of $0.06,
subject to adjustment.

                       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.

Wound Management disclosed a net loss of $1.84 million on $1.17
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $12.74 million on $2.21 million of revenue
during the prior year.

The Company's balance sheet at June 30, 2013, showed $1.37 million
in total assets, $5.45 million in total liabilities and a $4.07
million total stockholders' deficit.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred substantial losses
and has a working capital deficit which factors raise substantial
doubt about the ability of the Company to continue as a going
concern.


WPCS INTERNATIONAL: Unit to Sell Pride Group for $1.4 Million
-------------------------------------------------------------
WPCS Australia Pty Ltd, a wholly-owned subsidiary of WPCS
International Incorporated, entered into a Securities Purchase
Agreement with Turquino Equity LLC, whose managing member is
Andrew Hidalgo, former chairman and chief executive officer of the
Company.

Pursuant to the Agreement, WPCS Australia agreed to sell 100
percent of the shares of The Pride Group (QLD) Pty Ltd, an
Australian corporation wholly-owned by WPCS Australia, to
Turquino, for $1,400,000.  At the Closing Date, the Company will
settle the Purchase Price with Turquino by applying the net after
tax severance balance due Mr. Hidalgo under his separation
agreement, as partial payment towards the Purchase Price, and
Turquino will pay cash for the difference between the Purchase
Price and the net severance balance due.

The Agreement contains a number of conditions to closing,
including but not limited to the following:

  (i) Each of the WPCS Australia and Turquino will have performed
      and complied with all terms of the Agreement required to be
      performed or complied with by it at or prior to the Closing
      Date;

(ii) No action or proceeding by or before any governmental
      authority will have been instituted or threatened which
      might restrain, prohibit or invalidate any of the
      transactions contemplated by the Agreement, other than an
      action or proceeding instituted or threatened by a party or
      any of its affiliates;

(iii) The representations and warranties contained in made by each
      of WPCS Australia and Turquino to each other will be true
      and correct in all material respects on the closing date as
      though made on and as of the closing date;

(iv) WPCS Australia obtaining a fairness opinion that the
      Purchase Price is fair; and

  (v) The Company has obtained shareholder approval, if required.

There can be no assurance that the Agreement will close by Nov. 1,
2013, the anticipated closing date, or at all.

A copy of the Securities Purchase Agreement is available at:

                        http://is.gd/8Nj5nT

                      About WPCS International

Exton, Pennsylvania-WPCS International Incorporated is a global
provider of design-build engineering services for communications
infrastructure, with approximately 250 employees in five
operations centers on three continents.  The Company provides its
engineering capabilities including wireless communication,
specialty construction and electrical power to a diversified
customer base in the public services, healthcare, energy and
corporate enterprise markets worldwide.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about WPCS International's ability to continue as a going
concern following the annual report for the year ended April 30,
2013.  The independent auditors noted that the Company has
incurred net losses and negative cash flows from operating
activities, had a working capital deficiency as of and for the
years ended April 30, 2013, and 2012, and has an accumulated
deficit as of April 30, 2103.

As of July 31, 2013, WPCS International had $18.73 million in
total assets, $24.45 million in total liabilities, and a
$5.72 million total deficit.


WPCS INTERNATIONAL: To Sell Australia Operations for $1.4-Mil.
--------------------------------------------------------------
WPCS International Incorporated has entered into a definitive
stock purchase agreement for the sale of The Pride Group (QLD) Pty
Ltd., to Turquino Equity LLC, for a purchase price of $1.4
million.  Turquino's managing member is Andrew Hidalgo, former
Chairman and CEO of WPCS.

At closing, the Company will settle the purchase price with
Turquino by applying the net after tax severance balance due Mr.
Hidalgo under his separation agreement, as partial payment towards
the purchase price of the Australia Operations, and the Company
will receive cash from Turquino for the difference between the
purchase price and the net severance balance due.  The closing is
anticipated for Nov. 1, 2013, and is subject to certain conditions
to be fulfilled prior to closing, including the Australia
Operations obtaining a fairness opinion and WPCS shareholder
approval, if required.

Sebastian Giordano, interim chief executive officer, commented,
"We are pleased to enter into this agreement to sell the Australia
Operations, a non-core underperforming asset.  For the fiscal year
ended April 30, 2013, the Australia Operations generated a net
loss of approximately $2.4 million, which included a goodwill
impairment charge of $1.9 million, while it most recently reported
a net loss of approximately $27,000 for the first quarter ended
July 31, 2013.  The Company believes this transaction is
consistent with ongoing efforts to improve its financial results."

                     About WPCS International

Exton, Pennsylvania-WPCS International Incorporated is a global
provider of design-build engineering services for communications
infrastructure, with approximately 250 employees in five
operations centers on three continents.  The Company provides its
engineering capabilities including wireless communication,
specialty construction and electrical power to a diversified
customer base in the public services, healthcare, energy and
corporate enterprise markets worldwide.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about WPCS International's ability to continue as a going
concern following the annual report for the year ended April 30,
2013.  The independent auditors noted that the Company has
incurred net losses and negative cash flows from operating
activities, had a working capital deficiency as of and for the
years ended April 30, 2013, and 2012, and has an accumulated
deficit as of April 30, 2103.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.

As of July 31, 2013, WPCS International had $18.73 million in
total assets, $24.45 million in total liabilities and a $5.72
million total deficit.


YANGAROO INC: Completes Financing and Debt Restructuring
--------------------------------------------------------
YANGAROO Inc., a secure digital media management company, on
Oct. 1 disclosed that it has completed its debt restructuring and
satisfied the Escrow Release Conditions of its recent private
placement of subscription receipts, sold at a price of $0.25 per
subscription receipt, based on the post-consolidation share price,
as was initially announced in a news release dated July 3rd, 2013,
and the closing of which was announced on September 5th, 2013.
The Company had exceeded its original expectations and raised CAD
$1,600,000 under the Private Placement.

"We are delighted to announce the completion of the financing and
the balance sheet restructuring.  We now face the future with the
resources and capital structure to achieve our goals," said
Gary Moss, President and CEO of the Company.  "This has been a
long and very complicated process.  I want to thank the many
advisors who helped to craft the roadmap and assisted in executing
the plan.  I also want to thank our shareholders and debenture
holders for their support and I welcome the new investors who
participated in the financing."

As the Escrow Release Conditions have been satisfied in accordance
with the subscription receipt agreement, each Subscription Receipt
will be automatically converted into one common share of the
Company and one warrant of the Company , issued as of September
30th, 2013.  Each Warrant will entitle the holder, upon exercise,
to purchase one Common Share during a period of thirty-six (36)
months following the Conversion Date , at a price of $0.25 within
the first year of the Warrant Exercise Period and at a price of
$0.35 within the second and third years of the Warrant Exercise
Period.

The majority of the Proceeds were deposited into escrow with
Equity Financial Trust Company on the date of closing of the
Private Placement.  A small amount of the Proceeds, as delivered
by certain insiders of the Company, were subject to the same or
substantially similar terms and conditions as those delivered
under the Subscription Receipt Agreement, but were not held by
Equity.  The Escrowed Proceeds, less professional and escrow fees,
will be released to the Company, as well as to the Company's
agent, Fraser Mackenzie Limited, which will be entitled to receive
its commission comprised of (i) a cash fee equal to eight percent
(8%) of the gross subscription proceeds, and (ii) broker warrants
entitling Fraser, upon exercise of the Broker Warrants, to
purchase, in aggregate, Common Shares equal to eight percent 8% of
the number of Common Shares sold pursuant to the Private
Placement.  Such Broker Warrants shall be exercisable at a price
of $0.25 per Common Share until the Warrant Expiry Date.  That
portion of the Proceeds that were held in trust but did not for
Escrowed Proceeds will also be released to the Company.

As certain directors of the Company had participated in the
Private Placement, this Private Placement constitutes a related
party transaction under Multilateral Instrument 61-101 and TSX
Venture Exchange Policy 5.9.  The Company is relying on exemptions
from the formal valuation and minority approval requirements of MI
61-101, based on a determination that the securities of the
Company are listed on the TSX Venture Exchange only and that the
fair market value of the Private Placement, insofar as it involves
interested parties, does not exceed 25% of the market
capitalization of the Company at the time the Private Placement
was initially announced.  No new insiders have been created, nor
has there been any change of control as a result of the Private
Placement.

In compliance with applicable securities laws and the rules of the
TSX Venture Exchange, (i) the Common Shares, the Warrants and the
Broker Warrants will be subject to a hold period of four (4)
months following the issuance thereof, and (ii) the Common Shares
underlying the Warrants and the Broker Warrants will be subject to
a four (4) month hold period following their issuance upon
exercise thereof.

In order to satisfy the Escrow Release Conditions, the Company was
required to effect the Share Consolidation and complete the Shares
for Debt Transaction.

                       Share Consolidation

The Company announced the completion of the consolidation of its
issued and outstanding common shares on September 19th, 2013.  As
of the Effective Date, the Company's common shares were
consolidated on a basis of ten pre-consolidation shares for each
one post-consolidation share, resulting in a total of 16,324,477
common shares issued and outstanding as at the Effective Date.

The Share Consolidation was approved by the Company's shareholders
at its annual and special shareholders meeting held on August 15,
2013 and has been accepted by the Exchange.  Letters of
transmittal with respect to the Common Shares were mailed out to
all registered shareholders together with the Notice and
Information Circular prior to the Annual and Special Meeting of
the Shareholders.  All registered shareholders of the Company will
be required to send their certificates representing pre-
consolidation Common Shares with a properly executed letter of
transmittal to Equity, the Company's transfer agent, in accordance
with the instructions provided in the letter of transmittal.

The Company has not changed its name or its trading symbol as part
of the Consolidation.

                    Shares for Debt Transaction

The Company announced on September 19th, 2013 that it entered into
shares for debt agreements with a majority of its debenture
holders whereby, of the outstanding indebtedness of the Company
equal to $6,379,656.84, a total of $4,245,128.26 is being
converted into 16,980,513 post-consolidation common shares of the
Company at a deemed price of $0.25 per common share.  The Company
had exceeded the 40% conversion threshold it had previously set
and announced in the July 3 Release, as over 66% of the Total Debt
is being converted under the Shares for Debt Transaction.

The Shares for Debt Transaction and issuance of the common shares
do not result in the creation of a new Control Person and will be
subject to a four-month hold period from the date of issuance.

The Shares for Debt Transaction has been approved by the TSX
Venture Exchange.  As the Shares for Debt Transaction does not
result in the creation of a new control person, disinterested
shareholder approval was not required or sought.  No warrants will
be issued with respect to the Shares for Debt Transaction.

As certain directors of the Company participated in the Shares for
Debt Transaction, this Shares for Debt Transaction constitutes a
related party transaction under Multilateral Instrument 61-101
and TSX Venture Exchange Policy 5.9.  The Company is relying on
exemptions from the formal valuation and minority approval
requirements of MI 61-101, based on a determination that the
securities of the Company are listed on the TSX Venture Exchange
only and that the transaction was designed to improve the
financial position of the Company.

One new insider has been created as a result of the Shares for
Debt Transaction.  There has not been any change of control as a
result of the Shares for Debt Transaction.

The Company has entered into an Advisory Agreement with Fraser
Mackenzie Merchant Capital Partnership with respect to the
services provided by FMMC in connection with the Shares for Debt
Transaction and the Debenture Amendment and, under such agreement,
FMMC shall be entitled to receive, subject to approval of the
Exchange, 384,281 Common Shares and 336,364 non-transferable
warrants.

Headquartered in Toronto, Canada, YANGAROO, Inc. --
http://www.yangaroo.com-- provides digital delivery solution for
the music and advertising industries. The Company's patented
Digital Media Distribution System (DMDS) sets the global standard
for business-to-business distribution of audio and video media via
the internet.  It replaces the physical distribution of audio and
video content for music, music videos, and advertising to
television, radio, media, retailers and other authorized
recipients and digital solution.  The Company delivers services to
the industries such as entertainment, media and advertising
industries.


YNOT LLC: Vantage South Bank Wins Ch.7 Conversion Bid
-----------------------------------------------------
YNOT LLC, a North Carolina limited liability company that owns
commercial and residential real estate in Durham County and
Alamance County, North Carolina, will liquidate under Chapter 7 of
the Bankruptcy Code after Bankruptcy Judge Randy D. Doub converted
its Chapter 11 case.  Vantage South Bank sought Chapter 7
conversion. The Bankruptcy Administrator supported conversion.

The Court also converted to Chapter 7 the bankruptcy case of Susan
M. Hutson, the sole managing member and owner of YNOT.

A copy of Judge Doub's Sept. 27, 2013 Order is available at
http://is.gd/Kdv3Pbfrom Leagle.com.

YNOT, LLC, filed a voluntary Chapter 11 petition (Bankr. E.D.N.C.
Case No. 12-07112) on October 4, 2012. YNOT cited assets and
liabilities each in the range of $1 million to $10 million.

YNOT and Ms. Hutson, who also filed a personal Chapter 11
bankruptcy, were represented by counsel, William Janvier, at the
commencement of the chapter 11 case.  However, on January 2, 2013
Mr. Janvier filed a motion for withdrawal in both Ms. Hutson's
individual bankruptcy case (Case No. 12-07111-8-RDD) and YNOT's
case.  An Order Granting Mr. Janvier's Motion to Withdraw was
entered on February 1, 2013.  On January 28, 2013, Scott Kirk, on
behalf of the Bankruptcy Administrator, filed a Motion to Appoint
a Chapter 11 Trustee. An Order was entered on January 30, 2013
appointing George Oliver as Chapter 11 Trustee in both cases. On
February 20, 2013 an Order was entered granting Trustee's
application to employ Oliver, Friesen, and Cheek, PLLC as Counsel
for Trustee.


ZALE CORP: Files Form 10-K, Posts $10MM Net Earnings in 2013
------------------------------------------------------------
Zale Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net earnings
of $10.01 million on $1.88 billion of revenues for the year ended
July 31, 2013, as compared with a net loss of $27.31 million on
$1.86 billion of revenues for the year ended July 31, 2012.

The Company's balance sheet at July 31, 2013, showed $1.18 billion
in total assets, $1 billion in total liabilities and $185.32
million in total stockholders' investment.

"As of July 31, 2013, we had cash and cash equivalents totaling
$17.1 million.  We believe that our operating cash flows and
available credit facility are sufficient to finance our cash
requirements for at least the next twelve months," the Company
said in the Report.

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

                         http://is.gd/uYtlyh

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/


ZBB ENERGY: Incurs $12.5-Mil. Net Loss in Fiscal 2013
-----------------------------------------------------
ZBB Energy Corporation filed with the U.S. Securities and Exchange
Commission on Sept. 27, 2013, its annual report on Form 10-K for
the fiscal year ended June 30, 2013.

Baker Tilly Virchow Krause, LLP, in Milwaukee, Wisconsin,
expressed substantial doubt about the Company's ability to
continue as a going concern, citing the Company's recurring
operating losses, operating cash flow deficits, and accumulated
deficit of $80.9 million.

The Company reported a net loss of $12.5 million on $7.7 million
of total revenues in fiscal 2013, compared with a net loss of
$13.9 million on $4.8 million of total revenues in fiscal 2012.

The Company's balance sheet at June 30, 2013, showed $13.1 million
in total assets, $7.0 million in total liabilities, and equity of
$6.1 million.

A copy of the Form 10-K is available at http://is.gd/qU7CBF

Milwaukee, Wisconsin-based ZBB Energy Corporation (NYSE MKT: ZBB)
develops and manufactures distributed energy storage solutions
based upon the Company's proprietary zinc bromide rechargeable
electrical energy storage technology and proprietary power
electronics systems.   A developer and manufacturer of modular,
scalable and environmentally friendly power systems, ZBB was
incorporated in Wisconsin in 1998 and is headquartered in
Wisconsin, U.S.A. with offices also located in Perth, Western
Australia.


Z TRIM HOLDINGS: Files Copy of Investor Presentation with SEC
-------------------------------------------------------------
Z Trim Holdings, Inc., will present to members of the investment
community as part of a road show program.  A copy of the investor
presentation to be used on the road show is available for free at:

                         http://is.gd/XT7LqC

                            About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

Z Trim Holdings disclosed a net loss of $9.58 million in 2012
following a net loss of $6.94 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $5.60 million in total
assets, $8.85 million in total liabilities and a $3.25 million
total stockholders' deficit.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company had a working capital deficit and reoccurring losses
as of Dec. 31, 2012.  These conditions raise substantial doubt
about its ability to continue as a going concern.


* U.S. Treasury Says Mere Prospect of Default Endangers Economy
---------------------------------------------------------------
Annie Lowrey, writing for The Washington Post, reported that the
debt-limit impasse could cause credit markets to freeze, the
dollar to plummet and interest rates to rise precipitously, the
Treasury Department said in a report released on Oct. 4.  A
default might prove catastrophic, the report said, and could
potentially result "in a financial crisis and recession that could
echo the events of 2008 or worse."

"As we saw two years ago, prolonged uncertainty over whether our
nation will pay its bills in full and on time hurts our economy,"
said Treasury Secretary Jacob J. Lew in a statement urging
lawmakers to act, the report related.  "Postponing a debt ceiling
increase to the very last minute is exactly what our economy does
not need -- a self-inflicted wound harming families and
businesses."

According to the Post, the report shows that the Congressional
debt-limit standoff in 2011 hurt consumer confidence, small
business confidence, household wealth and the stock market, with
ramifications for lending and the economic recovery.

"A precise estimate of the effects is impossible," the report
says, "and the current situation is different than that of late
2011, yet economic theory and empirical evidence is clear about
the direction of the effect: a large, adverse, and persistent
financial shock like the one that began in late 2011 would result
in a slower economy with less hiring and a higher unemployment
rate than would otherwise be the case, the Post further related.

Economic officials have privately indicated that they are worried
Washington's repeated flirtations with budgetary and financial
crises have inured the markets to the real possibility of missed
or delayed payments, or even default, the report added.  By mid-
October, the Treasury expects to have only $30 billion in cash on
hand, meaning that on any given day it might have too little money
to pay all the government's bills.


* BigLaw Braces for Revenue Hit in Federal Shutdown
---------------------------------------------------
Law360 reported that while BigLaw attorneys were plenty busy on
Sept. 30 preparing clients for wide-ranging fallout expected from
the government shutdown, lawyers said the stoppage could hit
firms' critical fourth-quarter revenues and severely impact the
year's numbers if it drags on.

According to the report, Rich Gold, a partner on Holland & Knight
LLP's policy side, said a revenue disruption from the shutdown
that began at midnight on Oct. 1 might be offset by the recent
jump in related advising work -- if it doesn't last too long.


* CFTC Enforcement Chief to Leave
---------------------------------
Scott Patterson and Jamila Trindle, writing for The Wall Street
Journal, reported that David Meister, enforcement chief of the
Commodity Futures Trading Commission, plans to leave the agency
this month, according to an email he sent to the commission late
on Sept. 30.

According to the report, Mr. Meister's departure comes as the
agency's enforcement division is still juggling two big cases:
civil charges against former MF Global Holdings Ltd. Chief
Executive Jon Corzine and potential charges against J.P. Morgan
Chase & Co. for market manipulation in its "London whale" trading
fiasco.

"While I certainly will be speaking to each of you before I leave,
I did want to make sure to say that I very much respect and admire
all that each of you do in your service to the American public,"
Mr. Meister wrote in the email to the agency's commissioners, the
report related.  He didn't respond to a request for comment.

Mr. Meister cut his teeth on organized-crime cases at the U.S.
Attorney's Office of the Southern District of New York in the
1980s, listening to wire taps of mobsters while he was still in
law school, the report said.  That experience paid off in the
agency's charges against MF Global, which lean on recordings of
the firm's top officials, including Mr. Corzine.

Mr. Meister, who joined the agency in 2010, has taken on big Wall
Street banks and demanded larger fines when they want to settle,
including a record-setting $700 million settlement with UBS AG in
December for allegedly rigging the London interbank offer rate,
the report added.


* Citi to Pay Freddie Mac $395 Million Over Mortgages
-----------------------------------------------------
Nick Timiraos and Saabira Chaudhuri, writing for The Wall Street
Journal, reported that Citigroup Inc. agreed to pay $395 million
to Freddie Mac as part of a settlement over defective mortgages
sold to the government-controlled home-loan financier, the bank
said on Sept. 25.

According to the report, Freddie Mac and its larger sibling,
Fannie Mae, can force banks to buy back mortgages that don't
conform to agreed-upon guidelines, and both companies have
demanded that lenders repurchase billions in soured loans over the
past four years.

Citi's settlement covers 3.7 million loans sold to Freddie between
2002 and 2012, the bank said, the report related.  Citi said it
wouldn't need to boost its loan-loss reserves. The agreement
"marks another important milestone in successfully resolving
Citi's remaining legacy mortgage issues," said Jane Fraser, the
chief executive of the bank's CitiMortgage division.

A Freddie Mac spokesman, Thomas Fitzgerald, said: "We believe the
agreement is an equitable one that resolves legacy repurchase
issues and allows both companies to move forward."

In July, Citi reached a similar settlement with Fannie Mae for
$968 million, the report recalled.


* Fannie Mae Bond Deal in the Works
-----------------------------------
Al Yoon, writing for The Wall Street Journal, reported that Fannie
Mae is planning a bond deal that will pay buyers to share a tiny
sliver of the risk of the U.S. home-lending business.

According to the report, the Washington-based company plans to
sell about $675 million of securities in an offering that is
expected to be announced next month. The securities are
derivatives whose value will depend on the performance of a pool
of $28.05 billion of mortgages acquired by Fannie Mae in the third
quarter of 2012, according to a term sheet reviewed by The Wall
Street Journal.

The deal follows a similar issue in July from Fannie's smaller
brother, Freddie Mac, the report related. Both companies are
issuing the securities to help meet a mandate from their
regulator, the Federal Housing Finance Agency, to reduce the cost
of defaults to U.S. taxpayers, who bailed out the companies with
$188 billion during the financial crisis.

The plan represents the latest effort to lure Wall Street back
into a business that generated billions of dollars in fees and
profits during the housing boom but has since gone nearly silent,
the report added.

Fannie and Freddie don't make mortgage loans, but buy loans made
by other lenders and package them into securities that they sell
to investors, with a guarantee that buyers will continue to
receive regular principal and interest payments even if underlying
mortgages default, the report said.


* Government Shuts Down as Congress Misses Deadline
---------------------------------------------------
Lori Montgomery, Paul Kane and Debbi Wilgoren, writing for The
Washington Post, reported that the U.S. government on Oct. 1 began
to shut down for the first time in 17 years, after a Congress
bitterly divided over President Obama's signature health-care
initiative failed to reach agreement to fund federal agencies.

According to the report, thousands of government workers arrived
at federal office buildings to clean off their desks, set out-of-
office e-mail messages and make whatever arrangements were
necessary to stay off the job indefinitely. Others, including
Border Patrol officers, prison guards and air traffic controllers,
were required to work but were told they may not be paid.

Washington's iconic memorials were shuttered, along with
Smithsonian museums, the National Zoo and national parks across
the country, the report said.  By mid-morning, some frustrated
federal workers were already waiting for metro trains to take them
back home, carrying potted plants from their offices with them.

"Let's fire 'em all -- we need to get rid of them," Teresa
Washington, an Environmental Protection Agency worker, said about
the lawmakers whose actions -- or inaction -- spurred the
shutdown, the report cited.  "It's not fair. They still get
paychecks and we don't."

The Democratic-controlled Senate rejected a request by the
Republican-controlled House of Representatives for a special
conference committee to resolve differences on how to fund the
government, including whether to link funding to changes in the
health-care law, the report said.


* JPMorgan Talks Said to See Possible $11 Billion Settlement
------------------------------------------------------------
Christie Smythe, Dawn Kopecki & Karen Gullo, writing for Bloomberg
News, reported that JPMorgan Chase & Co.'s negotiations with
federal and state authorities to resolve a series of
investigations tied to mortgage bonds are focusing on a potential
$11 billion figure, including $4 billion for consumer relief, a
person familiar with the talks said.

According to the report, the amount isn't final, said the person,
who asked not to be identified because the negotiations aren't
public. Those involved in the talks include the U.S. Justice
Department, the Department of Housing and Urban Development and
New York Attorney General Eric Schneiderman, who is co-chairman of
a federal and state working group on residential mortgage-backed
securities.

PMorgan Chief Executive Officer Jamie Dimon arrived at the Justice
Department in Washington this morning to personally discuss the
settlement with Attorney General Eric Holder, according to a
person familiar with the meeting, the report related.  Federal
officials rejected a proposal from the bank earlier this week to
pay between $3 billion and $4 billion to settle the probes, a
separate person with knowledge of the negotiations said.

                        Talks Fluid

The talks are still fluid and the size of the settlement keeps
changing, according to another person familiar with the matter,
the report further related. The people said they weren't sure
which claims may be resolved. The bank is trying to resolve as
many probes as possible before the end of the third quarter on
Sept. 30, according to people familiar with the bank's thinking.

JPMorgan is seeking to negotiate a resolution to mortgage-bond
investigations being conducted by federal and state authorities,
including probes by U.S. attorneys in Philadelphia, Washington and
Sacramento, California, according to another person briefed on the
effort, the report added.


* JPMorgan, Citigroup Lose Bid to Throw Out FDIC Lawsuit
--------------------------------------------------------
Bob Van Voris, writing for Bloomberg News, reported that JPMorgan
Chase & Co. and Citigroup Inc. were among the banks that lost a
bid to throw out a Federal Deposit Insurance Corp. lawsuit over
$388 million in securities sold to a failed lender.

According to the report, U.S. District Judge Louis Stanton in
Manhattan on Sept. 28 denied a motion to dismiss the suit, which
also targets UBS AG, Deutsche Bank AG and Wells Fargo & Co.
Stanton rejected defense arguments that FDIC filed the suit too
late and that the agency failed to make a sufficient claim that
could allow it to recover.

In the suit, filed last year, FDIC alleged that the banks
misrepresented the quality of the loans underlying 11 residential
mortgage-backed securities that Colonial Bank purchased in 2007,
the report related.

Colonial Bank, of Montgomery, Alabama, was closed by the Alabama
State Banking Department on Aug. 14, 2009, and the FDIC was named
as a receiver for the institution, the report further related.

The misrepresentations included inaccurate loan-to-value ratios
based on inflated property values, according to the complaint, the
report added.  Many of the properties at issue also had second
mortgages that weren't disclosed, the FDIC said.

The case is Federal Deposit Insurance Corp. as receiver for
Colonial Bank v. Chase Mortgage Finance Corp, 12-cv-6166, U.S.
District Court, Southern District of New York (Manhattan).


* JPMorgan Employee Said to Be Cooperating in RMBS Probe
--------------------------------------------------------
Laurie Asseo & Tom Schoenberg, writing for Bloomberg News,
reported that a JPMorgan Chase & Co. employee is cooperating with
federal investigators examining whether the bank knew the mortgage
bonds it sold were of poor quality, a person familiar with the
probe said.

According to the report, the JPMorgan employee told her superiors
at the bank they were vastly overstating the quality of mortgages
packaged into securities, according to the person, who asked not
to be identified because the matter isn't public. The Justice
Department also has documents showing JPMorgan was aware it was
selling residential mortgage-backed securities of poor quality,
the person said.

The disclosure of a cooperator comes as the lender is in talks to
pay about $11 billion to end investigations into its mortgage-bond
sales practices by state and federal authorities, according to
people familiar with the talks, who requested anonymity because
the negotiations are private, the report related.  The discussions
are fluid as is the size of a possible settlement, the people
said.

The Justice Department is under pressure from U.S. Senator John
McCain to hold individual executives personally accountable for
any wrongdoing at the bank, the report said.  McCain, the ranking
Republican on a Senate subcommittee that probed JPMorgan's record
trading loss last year, sent a letter on Sept. 30 to Attorney
General Eric Holder, criticizing Holder's Sept. 26 meeting with
JPMorgan Chief Executive Officer Jamie Dimon.

Adora Andy Jenkins, a Justice Department spokeswoman, and Joe
Evangelisti, a spokesman for New York-based JPMorgan, declined to
comment on the whether the government had obtained a cooperating
witness, the report further related.

* Lindquist Snags Former Wells Fargo Atty, Bankruptcy Pro
---------------------------------------------------------
Lindquist & Vennum LLP is pleased to announce that Thomas E.
Hoffman, Esq. -- thoffman@lindquist.com -- has joined the firm as
a partner in the financial restructuring & bankruptcy practice
group. His practice will focus on representing financial
institutions, insurance companies and similar organizations in
commercial workout and bankruptcy matters. He will also represent
financial institutions in consumer regulatory and compliance
matters.

Prior to joining the firm, Hoffman served as an in-house attorney
in Wells Fargo & Company's commercial restructuring and bankruptcy
group and then its consumer default servicing group for more than
25 years. In this role he initially supervised the work of in-
house attorneys in the commercial restructuring and bankruptcy
group across the country. More recently, he managed an in-house
team of attorneys handling default servicing matters across Wells
Fargo's consumer lines of business, including the real estate
groups, the auto group, credit cards, student lending, and wealth
management.

"The addition of Tom Hoffman and his decades of experience with
large commercial workouts provides greater depth to our financial
restructuring & bankruptcy practice," said Dennis O'Malley, Esq. -
- domalley@lindquist.com -- managing partner at Lindquist. "Our
clients will also benefit significantly from his years of
experience in the consumer area."

Hoffman was recently appointed to the Bankruptcy Practice
Committee for the District of Minnesota, is the former chair of
the Hennepin County Bar Association's Debtor/Creditor Committee,
and a former board member and President of the Hennepin County Bar
Foundation. He frequently presents at Continuing Legal Education
(CLE) seminars and has served as an adjunct professor at William
Mitchell College of Law and St. Thomas Law School.

Hoffman graduated from William Mitchell College of Law and
received his bachelor's degree from the University of Minnesota.


* SEC Official Says Pension Disclosures Remain Under Scrutiny
-------------------------------------------------------------
Reuters reported that the U.S. Securities and Exchange
Commission's scrutiny of public pension liabilities will not let
up any time soon, a top SEC official said on Sept. 26.

According to the report, pension disclosure will be "a continuing
and very significant theme of the SEC," John Cross, head of the
SEC's Office of Municipal Securities, told attendees at the
National Association of Bond Lawyers' annual workshop.

"I can't overemphasize the significance and at least the need to
focus on pension liabilities because of the sheer magnitude of the
numbers," Cross said, adding that those liabilities go the heart
of state and local government fiscal health, the report further
related.

The SEC has cracked down on pension and disclosure problems,
hitting Illinois in March with charges for not adequately
informing investors about the liabilities, the report further
related. The SEC had brought similar charges against New Jersey in
2010. Both states settled the charges without admitting or denying
them.

The SEC has also caught Harrisburg, Pennsylvania, and Miami in its
regulatory net for allegedly making misleading statements and
omissions in bond documents, the report added.


* Treasury Loses Big on TARP Investments in Bankruptcy
------------------------------------------------------
Jacqueline Palank, writing for Daily Bankruptcy Review, reported
that recovering five cents of every dollar you're owed isn't a
great outcome in bankruptcy court. But for the U.S. Department of
the Treasury, that's as good as it gets.


* U.S. Government Heads Toward Shutdown
---------------------------------------
Lori Montgomery and David A. Fahrenthold, writing for The
Washington Post, reported that the U.S. government was bracing on
Sept. 30 for its first shutdown in nearly two decades, with
frustrated and weary lawmakers expected to gather at the U.S.
Capitol with little hope of finding a compromise that would keep
the government funded.

According to the report, House Majority Whip Kevin McCarthy (R-
Cal.) declined to say on "Fox News Sunday" whether Republicans
would consider the only plan President Obama and other Democratic
leaders say they will accept: a simple bill that funds federal
agencies without dismantling any part of Obama's signature 2010
health-care law. Instead, McCarthy said, Republicans were headed
in a different direction, one likely to set up yet another late-
night showdown.

McCarthy predicted that the House will "send another provision not
to shut the government down but to fund it. And it will have a few
other options in there for the Senate to look at," the report
related.

Unlike other budget crises of the past three years, this one was
unfolding in slow motion, the report said.  The halls of the
Capitol were dark on Sept. 29.  There were no negotiations, and
neither the House nor the Senate was in session.

The next move belonged to Senate Majority Leader Harry M. Reid (D-
Nev.), who has vowed to reject measures the House approved early
Sunday to delay the health law for one year, repeal a tax on
medical devices and guarantee that paychecks are sent to active-
duty military service members, even in the event of a shutdown,
the report further related.


* U.S. Loan Delinquency Rate Down 34% in August, LPS Report Shows
-----------------------------------------------------------------
Lender Processing Services, Inc., a provider of integrated
technology, data and analytics to the mortgage and real estate
industries, reports the following "first look" at August 2013
month-end mortgage performance statistics derived from its loan-
level database representing approximately 70 percent of the
overall market.

Total U.S. loan delinquency rate (loans 30 or more days past due,
but not in foreclosure): 6.20%

Month-over-month change in delinquency rate: -3.31%

Year-over-year change in delinquency rate: -9.71%

Total U.S. foreclosure pre-sale inventory rate: 2.66%

Month-over-month change in foreclosure presale
inventory rate: -5.74%

Year-over-year change in foreclosure presale
inventory rate: -34.08%

Number of properties that are 30 or more days past due, but not in
foreclosure: (A) 3,124,000

Number of properties that are 90 or more days delinquent, but not
in foreclosure: 1,288,000

Number of properties in foreclosure pre-sale inventory:
(B) 1,341,000
Number of properties that are 30 or more days delinquent or in
foreclosure: (A+B) 4,465,000

States with highest percentage of non-current* loans:
FL, MS, NJ, NY, ME

States with the lowest percentage of non-current* loans:
MT, CO, WY, SD, ND

*Non-current totals combine foreclosures and delinquencies as a
percent of active loans in that state.

Notes:(1) Totals are extrapolated based on LPS Applied Analytics'
loan-level database of mortgage assets.(2) All whole numbers are
rounded to the nearest thousand.


* Volcker Rule Costs Tallied as U.S. Regulators Press Deadline
--------------------------------------------------------------
Jesse Hamilton & Cheyenne Hopkins, writing for Bloomberg News,
reported that the fate of the Dodd-Frank Act's ban on banks
trading for their own accounts -- one of the final pieces of the
U.S. effort to prevent a repeat of the 2008 financial crisis --
may rest with a cluster of economists at the Securities and
Exchange Commission.

According to the report, the agency's 50 economists are attempting
to calculate the costs and benefits of the so-called Volcker rule,
a linchpin of the financial overhaul that would curb the kind of
high-stakes proprietary trading that could lead to crippling
losses or bailouts at banks like JPMorgan Chase & Co. or Citigroup
Inc.

Court challenges that overturned other Dodd-Frank regulations
because of faulty cost-benefit analysis have increased pressure on
the SEC economists, led by Craig M. Lewis, a veteran finance
professor on leave from Vanderbilt University, the report related.
Their work may determine whether the rule could withstand a
similar lawsuit -- an option banks and trade groups say is under
consideration.

The economists are racing the clock: Regulators are under pressure
from President Barack Obama and Treasury Secretary Jacob J. Lew to
finish the rule in the next three months, the report said.  At a
recent meeting, Lew gave the heads of the five agencies drafting
the rule a series of deadlines designed to make sure the
government meets the year-end target, according to a person
briefed on the meeting who asked not to be identified because it
wasn't public.

"Hell or high water, we're getting it done," Comptroller of the
Currency Thomas Curry said in an interview, the report further
related.


* Wells Fargo in $869 Million Settlement with Freddie Mac
---------------------------------------------------------
Dakin Campbell, writing for Bloomberg News, reported that Wells
Fargo & Co., the largest U.S. home lender, agreed to an $869
million settlement with Freddie Mac to resolve disputes over
faulty loans sold to the government-backed firm before Jan. 1,
2009.

According to the report, the accord includes a one-time $780
million cash payment to Freddie Mac and credits tied to previous
buybacks, San Francisco-based Wells Fargo said on Sept. 30 in a
statement. The firm already had set aside money to cover the cost
of the agreement, according to the statement.

"We do not expect the company to take an additional charge for
this settlement," Joseph Morford, an RBC Capital Markets analyst,
wrote in a note to clients, the report added.  "We are pleased to
see Wells move past more of its outstanding legacy issues, and we
believe this should be a slight positive for the stock."

Home lenders including Bank of America Corp. and Citigroup Inc.
have sought to resolve claims tied to faulty mortgages sold to
Fannie Mae and Freddie Mac, the U.S.-owned firms that took a
$187.5 billion bailout during the financial crisis, the report
further related.  Citigroup reached a $395 million deal with
Freddie Mac last week and announced a $968 million settlement with
Fannie Mae in July.


* Student-Loan Defaults Rise in U.S. as Borrowers Struggle
----------------------------------------------------------
Janet Lorin & John Hechinger, writing for Bloomberg News, reported
that about one in seven borrowers defaulted on their federal
student loans, showing how former students are buckling under
higher-education costs in a weak economy.

According to the report, the default rate, for the first three
years that students are required to make payments, was 14.7
percent, up from 13.4 percent the year before, the U.S. Education
Department said on Oct. 1.  Based on a related measure, defaults
are at the highest level since 1995.

The fresh data follows the announcement by Barack Obama's
administration that it would seek to restrain skyrocketing college
expenses by tying federal financial aid to a new government rating
of costs and educational outcomes, the report related.  The rising
number of defaults shows the pain of borrowers, said Rory
O'Sullivan, policy and research director at Young Invincibles, a
Washington nonprofit group.

"Our generation is behind in the economic recovery and not
recovering as fast as we need to," said O'Sullivan, whose group
represents the interests of people ages 18 to 34, the report
further related.  "It's financial disaster for borrowers. Defaults
can dramatically affect their credit rating and make it harder to
borrow in the future."


* Rising Rates May Affect Interest Expense of Lower-Rated Cos.
--------------------------------------------------------------
Lower-rated companies with variable rate debt will be most
affected by higher interest rates in the near term, though the
impact will not be significant, Moody's Investors Service says in
a new report. And companies with no variable rate debt will be
affected when they come to refinance their existing obligations or
issue new debt.

In the new report, "Rising Rates Would Have Modest Effect on
Interest Expense of Lower-Rated Companies," Moody's looks at the
impact of higher interest rates on the 25 largest speculative-
grade issuers rated B3 negative or below identified in its annual
refunding report.

"Companies with variable-rate debt are most exposed to higher
interest rates in the short term, as interest rates on that debt
periodically reset," says analyst and author of the report, Tiina
Siilaberg. "Variable rate debt accounts for 26% of the total debt
of the companies we reviewed, lead by companies in the telecom,
technology & media and the business and consumer services
industries."

The report analyzes the impact of an increase in interest rates
from 100 to 500 basis points on both variable rate debt and total
debt. A 100 basis point rise will increase annual interest expense
on variable rate debt by about 5%, Siilaberg says. When applied to
all of the companies' obligations, interest coverage declines by
almost 12%.

A 500 basis point uptick will increase annual interest expense on
variable rate debt by about 21%, and when applied to all
obligations, interest coverage goes down by 39%.

Out of the 25 companies that were on the B3 Negative and lower
list at the beginning of this year, 19 companies remain. The
maturities through 2017 for the remaining companies declined by
33% to $50 billion from $75 billion, Siilaberg says. The ratings
of four companies' ratings were withdrawn and one company
refinanced its maturities beyond 2017, while Clearwire
Communications was acquired by Sprint Communications, and its debt
was subsequently upgraded.

"While refunding indices indicate continued favorable market
conditions for refinancing, market access could be negatively
affected by factors such as uncertainty around global
macroeconomic conditions," notes co-author of the report, Kevin
Cassidy. "Upcoming budget and debt-ceiling discussions in the US
and international geopolitical risks, for example, could both have
a negative influence."


* Energy Future, OGX May Push 4Q High Yield Default Rate to 3.5%
----------------------------------------------------------------
The potential defaults of two large companies could add $20
billion to the year's U.S. high yield default tally in the fourth
quarter and push the trailing 12-month default rate to an
estimated 3.5%, according to Fitch Ratings.

Energy Future Holdings (EFH) is teetering on bankruptcy, and
Brazilian oil company OGX Petroleo e Gas Participacoes S.A. (OGX)
is already in a grace-period default following a missed interest
payment on Oct. 1. An EFH bankruptcy would qualify as the fifth
largest on record for a nonfinancial entity.

Using current market prices as a proxy, the par weighted average
recovery rate on EFH bonds is estimated at 57%, with secured
issues currently trading at an average of 86% of par and unsecured
bonds at 19%. While the company's troubles have been known for
some time, the unsecured issues in particular ($7 billion in face
value) were trading at a more robust 44% of par at the beginning
of the year. Current prices result in a 2013 mark-to-market loss
on EFH bonds of $2.4 billion. The mark to market loss on OGX bonds
-- now trading at 15% of par -- is larger at $2.6 billion.

For perspective, the year-to-date loss on all defaults (January
through September) was $2.2 billion (on these issues, there was a
17% erosion in par value when comparing beginning of the year
versus prices shortly after default).

The trailing 12-month default rate ended September at 1.7%. Recent
defaults have included Rural Metro, Green Field Energy, Lone Pine
Resources and FriendFinder Networks. The four have added $1.3
billion to the year's default tally, bringing the par value of
bond defaults thus far to $12.7 billion and the issuer count to
27. This compares with $13.4 billion and 25 issuers over the same
period in 2012.


* AlixPartners Congratulates Koch Induction Into TMA Hall of Fame
-----------------------------------------------------------------
Albert A. "Al" Koch, vice chairman at global business advisory
firm AlixPartners and managing director in the firm's Turnaround &
Restructuring Services group, on Oct. 3 received congratulations
from his AlixPartners colleagues in advance of his induction on
Friday into the Turnaround Management Association (TMA) Hall of
Fame, one of the most prestigious honors in the field of corporate
renewal.

Mr. Koch, who has been with AlixPartners 18 years (following 14
years at a major accounting firm), has led some of the highest-
profile turnaround-and-restructuring engagements in the firm's
history, including General Motors -- the largest industrial
restructuring in U.S. history.  In that engagement, he served as
chief restructuring officer of GM, playing a key role in
restructuring the company for future competitiveness.  Then he
served as chief executive officer of "old GM," where in
conjunction with federal, state and local regulators and other
stakeholders he engineered a historic trust for the continuing
environmental remediation of former GM plants and properties, for
as long as 100 years in some cases.

Recently, Mr. Koch was also part of the AlixPartners team at
Eastman Kodak Co., which last month emerged from bankruptcy with a
new lease on life as a company focused on delivering imaging
innovation for business.

"Al Koch is truly a giant in his field and all of us at
AlixPartners congratulate him on his upcoming induction into the
TMA Hall of Fame," said Lisa Donahue, global leader of Turnaround
& Restructuring Services at AlixPartners.  "Besides being a
stellar practitioner throughout his distinguished career, Al has
also always stood out for his thoughtfulness -- for clients, for
other engagement stakeholders and for staff.  He has a genuine
concern for the needs of everyone he interacts with, and has
always done his best to live up to his longtime personal and
professional credo: 'to achieve the greatest good for the greatest
number of people.'  Al has been a mentor to many throughout our
industry, and an inspiration to all."

The TMA Hall of Fame ceremony will take place Friday at the TMA's
annual meeting at the Marriott Wardman Park hotel in Washington,
D.C.  The Hall honors those "whose outstanding individual
contributions have made a lasting positive impact on an industry
dedicated to stabilizing underperforming companies, rebuilding
corporate value and retaining jobs."  Past inductees have included
such luminaries as AlixPartners founder Jay Alix, Edward Altman
(father of the Altman Z-score) and businessman Wilbur Ross.

           About the Turnaround Management Association

The Turnaround Management Association -- http://wwturnaround.org-
- is the leading organization dedicated to turnaround management,
corporate restructuring, and distressed investing. Established in
1988, TMA celebrates its 25th anniversary with more than 9,000
members in 48 chapters worldwide, including 31 in North America.
Members include turnaround practitioners, attorneys, accountants,
investors, lenders, venture capitalists, appraisers, liquidators,
executive recruiters, and consultants, as well as academic,
government, and judicial employees.

                        About AlixPartners

AlixPartners -- http://www.alixpartners.com-- is a global
business advisory firm of results-oriented professionals who
specialize in creating value and restoring performance at every
stage of the business lifecycle.


* Lorie Beers Joins Conway MacKenzie as Senior Managing Director
----------------------------------------------------------------
Lorie R. Beers has recently joined Conway MacKenzie, and its
investment banking affiliate Variant Capital, as a Senior Managing
Director.  In addition to her responsibilities in the
restructuring arena, Ms. Beers is transitioning into the
leadership role for the Firm's investment banking practice.

Ms. Beers has been in the restructuring and investment banking
businesses combined for over 25 years.  Most recently she was
Global Co-head of Investment Banking and Global Compliance Officer
for Seabury Group in New York.  Prior to that, Ms. Beers
established KPMG's Special Situations East Coast practice.  In
addition, she spent several years practicing law in various
bankruptcy departments at a number of East Coast law firms.

                      About Conway MacKenzie

Conway MacKenzie is one of the premier financial advisory firms in
the turnaround industry.  The firm specializes in performing
transaction advisory, turnaround and crisis management, valuation
and forensic accounting and litigation support across virtually
every industry.

                      About Variant Capital

Variant Capital provides investment banking services to the middle
market including capital raising, mergers and acquisitions
advisory, financial restructuring and equity sponsor advisory
services.


* BOOK REVIEW: The ITT Wars: An Insider's View of Hostile
               Takeovers
---------------------------------------------------------
Author:      Rand Araskog
Publisher:   Beard Books
Soft cover:  236 pages
List Price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at:
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This book was originally published in 1989 when the author was
Chairman and Chief Executive Officer of ITT Corporation, a $25
billion conglomerate with more than 100,000 employees and
operations spanning the globe with an amazing array of
businesses: insurance, hotels, and industrial, automotive, and
forest products.  ITT owned Sheraton Hotels, Caesars Gaming, one
half of Madison Square Garden and its cable network, and the New
York Knickerbockers basketball and the New York Rangers hockey
teams.  The corporation had rebounded from its troubles of the
previous two decades.

Araskog was made CEO in 1978 to make sense of years of wild
acquisition and growth. Under Harold Geneen, successor to ITT's
founder and champion of "growth as business strategy," ITT's
sales had grown from $930 million in 1961 to $8 billion in 1970
and $22 billion in 1979.  It had made more than 250 acquisitions
and had 2,000 working units.  (It once acquired some 20
companies in one month).

ITT's troubles began in 1966, when it tried to acquire ABC.
National sentiment against conglomerates had become endemic; the
merger became its target and was eventually abandoned.  Next
came a variety of allegations, some true, some false, all well
publicized: funding of Salvador Allende's opponents in Chile's
1970 presidential elections; influence peddling in the Nixon
White House; underwriting the 1972 Republican National
Convention.  ITT's poor handling of several antitrust cases was
also making headlines.

Then came recession in 1973.  ITT's stock plummeted from 60 in
early 1973 to 12 in late 1974.  Geneen found himself under fire
and, in Araskog's words, the "succession wars" among top ITT
officers began.  Geneen was forced out in 1977, and Araskog,
head of ITT's Aerospace, Electronics, Components, and Energy
Group, with more than $1 billion in sales, won the CEO prize a
year later.

Araskog inherited a debt-ridden corporation.  He instituted a
plan of coherent divesting and reorganization of the company
into more manageable segments, but was cut short by one of the
first hostile bids by outside financial interests of the 1980s,
by businessmen Jay Pritzker and Philip Anschutz.  This book is
the insider's story of that bid.

The ITT Wars reads like a "Who's Who" of U.S. corporations in
the 1970s and 1980s. Araskog knew everyone.  His writing
reflects his direct, passionate, and focused management style.
He speaks of wars, attacks, enemies within, personal loyalty,
betrayal, and love for his company and colleagues.  In the
book's closing sentences, Araskog says, "We fought when the odds
were against us.  We won, and ITT remains one of the most
exciting companies of the twentieth century.  We hope to keep
the wagon train moving into the twenty-first century and not
have to think about making a circle again.  Once is enough."
Araskog wrote a preface and postlogue for the Beard Books
edition, and provides us with ten years of perspective as well
as insights into what came next.  In 1994, he orchestrated the
breakup of ITT into five publicly traded companies.  Wagon
circling began again in early 1997 when Hilton Hotels made a
hostile takeover offer for ITT Corporation. Araskog eventually
settled for a second-best victory, negotiating a friendly merger
with The Starwood Corporation, in which ITT shareholders became
majority owners of Starwood and Westin Hotels, with the
management of Starwood assuming management of the merged entity.

Today Mr. Araskog continues to serve on the boards of the four
corporations created from ITT, as well as on the boards of Shell
Oil Company and Dow Jones, Inc.  He heads up his own investment
company with headquarters on Worth Avenue, in Palm Beach,
Florida.


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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
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