TCR_Public/131023.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 23, 2013, Vol. 17, No. 294


                            Headlines

56 WALKER: Oct. 23 Hearing on Bidding Procedures
5TH AVENUE: Court Dismissed Chapter 11 Reorganization Case
A.M. CASTLE: Moody's Lowers CFR & Sr. Sec. Notes Rating to 'Caa1'
ADAMIS PHARMACEUTICALS: Directors Get 35,000 Stock Options
ADAYANA INCORPORATED: Kubera Fund's Portfolio Firm Files Ch.11

AEMETIS INC: Eric McAfee Held 17.3% Equity Stake at Oct. 4
AFFORDABLE HOUSING: Voluntary Chapter 11 Case Summary
ALERIS INT'L: S&P Cuts CCR to B & Sr. Unsecured Debt Rating to B-
AMERICAN AIRLINES: TWU Consolidation Justified, 7th Cir. Says
AMNEAL PHARMACEUTICALS: S&P Retains 'B' CCR & Sr. Sec. Debt Rating

ANTERO RESOURCES: S&P Assigns 'BB-' CCR; Outlook Stable
ATP OIL: Hearing on Case Conversion Continued Until Oct. 31
ATP OIL: Lenders Cleared to Take Over Deepwater Operations
AURA SYSTEMS: Delays Form 10-Q for August 31 Quarter
AXESSTEL INC: To Lay Off 50% of Staff, Including CEO Hickock

BELLE FOODS: Claims Bar Date for Zenith, Union Set for Nov. 11
BETANCOURT HOLDINGS: Case Summary & 2 Largest Unsecured Creditors
BIOFUEL ENERGY: Thomas Edelman Held 7.5% Equity Stake at Oct. 15
BIOZONE PHARMACEUTICALS: Issues 4.1 Million Common Shares
BLACKBOARD INC: Moody's Affirms B2 CFR & Rates $365MM Notes Caa1

BLACKBOARD INC: S&P Affirms 'B' CCR & Rates $365MM Notes 'CCC+'
BRIGHTSTAR CORP: S&P Puts 'BB-' CCR on CreditWatch Positive
BTM CORPORATION: Voluntary Chapter 11 Case Summary
CATASYS INC: David Smith Held 38.1% Equity Stake at Oct. 15
CAVALRY CONSTRUCTION: Bankr. Court Denies Claims Against WDF

CENTRAL COVENTRY: Talks Continue Over Financial Dispute
CANCER GENETICS: Grants CEO 200,000 Shares Options
CHINA GINSENG: Amends Fiscal 2013 Form 10-K
CHINA WIND: TSXV Intends to Delist Shares in January 2014
COLFAX CORP: Moody's Affirms 'Ba3' CFR & Rates Secured Debt 'Ba2'

COOPER-BOOTH: Seeks Extension to File Its Chapter 11 Plan
COMMUNITY SHORES: Stanley Boelkins Elected to Board of Directors
COPYTELE INC: Stockholders Elect Six Directors
CROSSTEX ENERGY: Moody's Puts B1 CFR & B2 Notes Rating on Review
CROSSTEX ENERGY: S&P Puts 'B+' CCR on CreditWatch Positive

CROWN CASTLE: S&P Raises CCR to 'BB' Over Planned AT&T Deal
DAN BERREY: Businessman Files Ch.11 Bankruptcy in Oregon
DETROIT, MI: Fee Examiner Starts Review of Bills
DISCOVERY CHARTER: S&P Lowers Rating on $13.445MM Bonds to 'BB+'
DOVE INC: Case Summary & 4 Largest Unsecured Creditors

DUMA ENERGY: Inks Indemnification Pacts with Officers & Directors
DUMA ENERGY: Kent Watts Appointed New Board Chairman
DUMA ENERGY: Completes First Well in Galveston Bay
EAST SLOPE: West Mountain Ski Center Mortgage to Be Auctioned
EASTMAN KODAK: AlixPartners Seeks $3-Mil. Fee for Restructuring

EDISON MISSION: Oct. 24 Hearing on Exclusivity Extension
EDISON MISSION: Oct. 24 Hearing on NRG Plan Sponsor Agreement
EDISON MISSION: Begins Claims Analysis & Reconciliation Process
EL FARMER: Court Grants Use of PR Asset's Cash Collateral
EMPIRE DIE: Taps Amherst as Restructuring Consultant

EMPIRE DIE: Employs Amherst Capital as Investment Bankers
ENERGY FUTURE: In Talks with Creditors on Possible Restructuring
ELITE PHARMACEUTICALS: Has $1 Million Loan Agreement with CEO
FERRELLGAS LP: Moody's Rates New $325MM Unsecured Notes 'B2'
FERRELLGAS LP: S&P Rates $325MM Senior Unsecured Notes 'B'

FREESEAS INC: Issues 5.5 Million Settlement Shares to Crede
FREDERICK'S OF HOLLYWOOD: Hikes Revolving Line of Credit to $35MM
FREESEAS INC: Enters Into Term Sheet for $10 Million Investment
FRESH & EASY: Hearing to Approve Asset Sale Adjourned to Nov. 21
GENERAL MOTORS: Judge Clears Deal with Elliott, Paulson

GENIUS BRANDS: Authorized Common Shares Hiked to 700 Million
GREENEDEN HOLDINGS: Moody's Lowers Sr. Secured Debt Rating to B2
GREENEDEN HOLDINGS: S&P Affirms 'B' CCR & Rates $100MM Loan 'B'
HYPERTENSION DIAGNOSTICS: Has $3MM Loan Agreement with TCR Global
ID PERFUMES: Borrows $670,000 From Parfums Investment

INTER-FAITH MEDICAL: Seeks Extension to File Chapter 11 Plan
INTELLICELL BIOSCIENCES: Amends June 30 Quarterly Report
INTELLICELL BIOSCIENCES: Issues 10 Million Shares to Hanover
ISC8 INC: Eliminates Convertible Preferred Shares
IZEA INC: Uses Social Media to Communicate with Subscribers

IZEA INC: Stockholders to Sell 18.6 Million Common Shares
JENSEN FARMS: Dist. Court to Hear "Braddock" Complaint
JIM SLEMONS HAWAII: 9th Cir. Affirms Rulings on Continental Lease
JOHN ROCCO: Trustee Cannot Recover $46K in Transfers From Empire
LADY BUG CORP: Court Dismisses Chapter 11 Case

LEAGUE ASSETS: Seeks Protection Under Canada's CCAA
LEHMAN BROTHERS: Australia Creditors Approve $48MM CDO Deal
LIFE UNIFORM: Crowe Horwath Approved as Tax Accountants
LIFE UNIFORM: Brown Smith Approved as Wind-Down Accountants
MENDOCINO COAST: Westamerica's Objection on Eligibility Overruled

MFM DELAWARE: Industries' Assets to Be Auctioned Oct. 25
MOBILESMITH INC: Sells Add'l $240,000 Secured Convertible Note
MOHEGAN TRIBAL: S&P Assigns 'B-' Rating to New $715MM Facilities
MONTREAL MAINE: Court Okays Appointment of Victim's Committee
MONTREAL MAINE: Victims Group Objects to Shaw Fishman Hiring

MONTREAL MAINE: Closes on $3MM Financing; Has 18 Potential Suitors
MORGAN SCHOOL: Underperforming School Faces State Receivership
MPG OFFICE: Securities Delisted From NYSE
MORGANS HOTEL: Ronald Burkle Held 27.4% Stake at October 15
MW GROUP: Hearing on Collateral Valuation Continued Until Dec. 3

MW GROUP: Bank of America Consents to Cash Use Until Dec. 31
NATURAL MOLECULAR: Case Summary & 20 Largest Unsecured Creditors
NEOMEDIA TECHNOLOGIES: Inks Debenture Redemption Pact with YA
NRG ENERGY: Moody's Affirms Ba3 CFR & B1 Sr. Unsec. Debt Rating
OGX PETROLEO: In Talks with Vinci Partners, Others Over Investment

ORANGE REGIONAL: Fitch Affirms 'BB+' Rating on $252MM Bonds
PACIFIC CARGO: Court Strikes GE Capital's Bid to Vacate Sale Order
PATIENT TECHNOLOGIES: Inks Office Lease Agreement with Irvine
PLASTIC TECHNOLOGIES: Secures Asset Purchase Agreement With CCC
PRIME PROPERTIES: Creditor Withdraws Motion on Discovery Dispute

PORTLAND, OR: S&P Lowers Housing Revenue Bonds Rating to 'BB-'
QUALTEQ INC: Court OKs Estate Purchase Agreement With BMO Harris
R. BROWN AND SONS: LaRoche Towing, et al., Entitled to Admin Claim
RADIOSHACK CORP: Has Deal with GE Unit to Refinance $835MM in Debt
RAINBOW INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors

RAM OF EASTERN: Plan Votes, Objections Deadline Moved to Nov. 14
RICCO INC: Gets Court Approval to Hire Joe R. Pyle as Auctioneer
ROSEVILLE SENIOR: Files Amended List of Top Unsecured Creditors
ROSEVILLE SENIOR: Says Patient Care Ombudsman Not Necessary
SAVIENT PHARMACEUTICALS: Employs GCG as Claims & Noticing Agent

SAVIENT PHARMACEUTICALS: Seeks Extension of Schedules Filing Date
SCHUPBACH INVESTMENTS: Bank Claim v. Owners Is Dischargeable
SEVEN ARTS: Effects 1-for-20 Reverse Stock Split
SHELBOURNE NORTH WATER: Stephen Ross Seeks to Speed Foreclosure
SINCLAIR BROADCAST: Closes Private Offering of $350MM Sr. Notes

SOUND SHORE: Dec. 2 Hearing on Bid to Extend Lease Decision Period
SPANISH BROADCASTING: Pref. Stockholders Can Elect 2 Directors
SPANISH BROADCASTING: S&P Lowers Preferred Stock Rating to 'D'
SPENDSMART PAYMENTS: To Acquire SMS Masterminds
SPIG INDUSTRY: US Trustee Seeks Stay Until Functions Resume

SURTRONICS INC: Seeks Additional Use of First Citizen's Cash
TM REAL: Hearing Today on Bid to Extend Plan Filing Deadline
TNP STRATEGIC: Faces Investor Class Action Over IPO
UNIVERSITY GENERAL: Incurs $3.9 Million Net Loss in 2012
UNITED AMERICAN: Posts $537,000 Net Income in Fiscal 2013

UNITEK GLOBAL: Regains Compliance with NASDAQ Requirements
UPH HOLDINGS: Deshazo & Nesbitt Okayed as Counsel in Sprint Suit
USG CORP: To Report $23 Million Net Income For Sept. 30 Qtr.
VADNAIS, MN: Moody's Affirms 'Ba1' Unlimited Tax Debt Rating
VILLAGE AT KNAPP'S: Court Okays Fee Arrangement for Tishkoff

VILLAGE AT KNAPP'S: Can Tap Robert Attmore as Special Counsel
VILLAGE AT KNAPP'S: Files Schedules of Assets and Debts
VITERA HEALTHCARE: Moody's Assigns B3 CFR & Rates Secured Loan B1
VUZIX CORP: Highlights Developments in Letter to Shareholders
WARNER SPRINGS: Nov. 21 Hearing on Plan Solicitation Period

WATERSTONE AT PANAMA: Court Rejects Lenox's Bid to Dismiss Case
WILLIAM LYON: Moody's Affirms B3 CFR & B3 Rating on Unsec. Notes
WILLIAM LYON: S&P Revises Outlook to Positive & Affirms 'B-' CCR

* National Assets Services Helps TIC Group Avoid Foreclosure

* Upcoming Meetings, Conferences and Seminars


                            *********


56 WALKER: Oct. 23 Hearing on Bidding Procedures
------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing today, Oct. 23, 2013, at 12:00 p.m., to
consider 56 Walker LLC's motion to approve the bidding procedures
to govern the sale of the Debtor's assets, and to approve a
breakup fee to the stalking horse offeror.

The Court will also consider the objection filed by Jonathan S.
Gould, Esq., at the Law Office of Jonathan S. Gould on behalf of
party-in-interest, A.D. Real Estate Investors, Inc.

ADRE, a bona-fide interested purchaser of investment development
property, has placed an independent valuation of the Debtor's
property at $10,250,000, which ADRE believes is fair and
reasonable, given the totality of the circumstances.

ADRE is willing to enter into a contract for the purchase and sale
of the Debtor's property with the standard 10% down payment, with
the balance of 90% paid "all cash" within 30 days.

In its objection, ADRE said that:

   1. Project 56 Walker, LLC, the stalking horse purchaser whose
      principal is Jason Lee of J-Tek, Inc., is a general
      contractor and interior design firm.  There is no showing
      that Project 56 Walker or J-Tek, Inc. has any experience in
      real estate development, ownership, management, marketing
      and sales.

   2. Further, the $18 million contract price appears excessive.

   3. The break-up fee is excessive and prejudicial to ADRE.

   4. There are no funds available to pay debtor's real estate
      broker.

   5. The inflated stalking horse contract of sale price of
      $18 million prejudices ADRE.

As reported in the Troubled Company Reporter on Sept. 30, 2013,
the Debtor entered into an asset purchasing agreement with Project
56 Walker on Sept. 14, 2013.  The buyer agreed to purchase the
assets for $18,000,000, subject to higher and better offers.

The Debtor proposes bidding procedures including, among other
things:

   1. an Oct. 25 bid deadline;

   2. an Oct. 29 auction at 10:00 a.m. at the Offices of the
      Debtor's counsel Delbello, Donnellan Weingarten Wise &
      Wiederkehr LLP, One North Lexington Avenue White Plains,
      New York; and

   3. $180,000 as the maximum aggregate amount of the break up
      fee, or approximately 1 percent of the purchase price.

                        About 56 Walker LLC

56 Walker LLC, the owner of a six-story building at 56 Walker
Street in the Tribeca section of Manhattan, returned to Chapter 11
(Bankr. S.D.N.Y. Case No. 13-11571) on May 13, 2013, this time
aiming for a $23 million sale to pay off about $14 million in
mortgages and $2 million in unsecured debt.  The Debtor scheduled
assets of $23,000,000 and liabilities of $15,996,104.

Judge Shelley Chapman was initially assigned to the case but the
case was transferred to Judge Allan L. Gropper.  Erica Feynman
Aisner, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr,
LLP, serves as the Debtor's counsel.

The previous Chapter 11 case began in September 2011 and was
dismissed in August 2012 when the bankruptcy judge refused to
approve a settlement.


5TH AVENUE: Court Dismissed Chapter 11 Reorganization Case
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has dismissed the Chapter 11 case of 5th Avenue Partners.

As reported in the Troubled Company Reporter on June 4, 2013, the
Debtor opposed a motion by Peter C. Anderson, U.S. Trustee for
Region 16, for dismissal of its Chapter 11 case.

The Debtor filed a document joining in an objection by Portigon
AG, New York Branch, formerly known as WestLB AG, New York Branch,
to the dismissal of the case.

In its dismissal bid, the U.S. Trustee asserted there is "no
purpose" for the case to remain in Chapter 11.  The U.S. Trustee
pointed out that when the Debtor filed for Chapter 11 relief in
June 2010, it owned a hotel in San Diego and an adjacent
entertainment venue.  In May 2011, these assets were sold pursuant
to a Court order. The sale order provided that a portion of the
sale proceeds in the amount of $21 million would be held by the
Debtor in an escrow fund pending resolution of lien disputes
between WestLB and various parties.  Recently, the Court entered
an order for the release of $10.5 million to WestLB from this
escrow fund.  Three adversary proceedings were commenced.  Two of
those have been closed and the remaining adversary proceeding has
been dismissed with prejudice.  According to the U.S. Trustee,
neither the Debtor nor any other party has filed a plan with the
Court.  The U.S. Trustee is asking the Court to issue an order
regarding the disposition of the remaining escrow funds currently
being held by the Debtor.

                     About 5th Avenue Partners

Newport Beach, California-based 5th Avenue Partners owns and
operates the Se San Diego hotel located in San Diego, California's
financial district.  The hotel has 184 guestrooms, a 5,500-square-
foot spa, a restaurant, rooftop bar and lounge, 20,000 square feet
of banquet space and meeting rooms, an outdoor rooftop pool,
fitness center and 23 unsold condominium units.  5th Avenue also
owns next to the Se San Diego hotel building a 31,000-square-foot
building, which it leases to the House of Blues music club.

5th Avenue Partners, LLC, filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-18667) on June 25, 2010.  Marc J.
Winthrop, Esq., at Winthrop Couchot PC, in Newport Beach,
California, serves as counsel to the Debtor.  Blitz Lee & Company
serves as its accountant.  Richard M. Kipperman was appointed as
chief restructuring officer.  The Company estimated assets at
$10 million to $50 million and debts at $50 million to
$100 million.  The Official Committee of Unsecured Creditors
tapped Baker & McKenzie LLP as counsel.


A.M. CASTLE: Moody's Lowers CFR & Sr. Sec. Notes Rating to 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service downgraded A.M. Castle's corporate
family rating to Caa1 from B3, its probability of default rating
to Caa1-PD from B3-PD and the rating on Castle's $225 million
senior secured notes to Caa1 from B3. At the same time, Moody's
affirmed its Speculative Grade Liquidity Rating of SGL-3. The
ratings outlook is stable.

The following actions were taken:

  Corporate family rating, lowered to Caa1 from B3;

  Probability of default rating, lowered to Caa1-PD from B3-PD;

  Senior secured notes, lowered to Caa1 (LGD 4, 54%) from B3 (LGD
  3, 46%)

  Speculative grade liquidity rating, affirmed at SGL-3

Ratings Rationale:

The downgrade of Castle's ratings reflects the company's weaker
than expected operating results and credit metrics, which are
attributable to lower shipment volumes and relatively depressed
product prices. The decline in shipments has been driven by
lackluster demand in the company's mining, heavy equipment, oil
and gas and aerospace end markets, which have all softened in
2013. It also appears the company has lost market share as
industry conditions have become highly competitive and it has been
focused on cost cutting, inventory management and efficiency
improvement initiatives. This has been compounded by competitive
pricing pressure and relatively depressed steel prices, which have
led to lower product prices. As a result, Castle's revenues for
the first nine months of 2013 are expected to decline by about 18%
to $820 million from $996 million last year and its adjusted
EBITDA will decline by approximately 50% to $35 million from $70
million. The company's weak operating results have led to a
significant deterioration in its credit metrics. Castle's leverage
ratio (Debt/EBITDA) has risen to about 9.5x from 5.3x at the end
of 2012 and its interest coverage ratio (EBITDA-CapEx/Interest
Expense) has declined to about 0.4x from 1.3x (excluding the
noncash unrealized loss on the debt conversion option). These
metrics are very weak for the company's rating.

Moody's expects the company's operating results to improve from
depressed levels as Castle benefits from cost reductions and
shifting its focus to commercial development initiatives including
a reorganization of sales teams, the implementation of new sales
incentives and the filling of key leadership positions with
experienced management personnel. However, Moody's expects
operational improvements to be tempered by lackluster demand and
competitive market conditions and as the company has to work to
gain back lost business Therefore, Moody's expects Castle to
generate adjusted EBITDA of only $33 million in 2013 and about $45
million in 2014. However, operating results are expected to remain
very weak versus 2012 when the company produced adjusted EBITDA of
$80 million. Castle's credit metrics are expected to improve
modestly with its leverage ratio declining to about 8.7x and its
interest coverage ratio rising to about 0.5x, but these metrics
will remain weak for the company's rating.

Castle's liquidity has improved substantially despite the
significant decline in its operating results. This has been driven
by the company's focus on becoming more efficient in its inventory
management. The company has generated about $65 million from
reduced working capital investments in the first nine months of
2013, which has resulted in free cash flow generation of a similar
magnitude. Therefore, the company maintains an adequate liquidity
position with about $40 million in cash and $90 million of
availability on its ABL revolver. Moody's expects Castle's
liquidity to remain relatively stable in the short term.

The stable ratings outlook assumes the company will gradually
regain lost market share without sacrificing profitability,
benefit from its cost reduction and efficiency improvement
initiatives and generate stronger operating results and credit
metrics while maintaining adequate liquidity.

An upgrade in the near-term is unlikely given Castle's recent weak
operating performance and its elevated leverage and weak interest
coverage ratios. However, if the company's operating performance
significantly improves and (EBITDA-CapEx)/interest expense
approaches 1.5x and adjusted debt-to-EBITDA declines below 5.0
times that could provide positive rating pressure.

A downgrade could ensue if Castle's financial performance remains
weak or deteriorates further and it's EBITDA-CAPEX)/interest
expense remains below 0.75x or adjusted debt-to-EBITDA remains
above 7.0x. A decline in the company's liquidity profile could
also put downward pressure on the ratings.


ADAMIS PHARMACEUTICALS: Directors Get 35,000 Stock Options
----------------------------------------------------------
Pursuant to the provisions of the 2009 Equity Incentive Plan of
Adamis Pharmaceuticals Corporation, effective Oct. 16, 2013, each
non-employee director of the Company, Kenneth M. Cohen, Craig A.
Johnson, and Tina S. Nova, Ph.D., received a stock option under
the Plan to purchase 35,000 shares of common stock.  The exercise
price for each that option is $0.36 per share, which was the fair
market value of the common stock on the date of grant.  Each
option vests and becomes exercisable over a period of three years
from the grant date, at a rate of 1/36 of the option shares each
month.  Each option is otherwise subject to the provisions of the
Plan.

                       Annual Meeting Results

The Annual Meeting of Stockholders of the Company was held on
Oct. 15, 2013, at the Company's headquarters at 11455 El Camino
Real, Suite 310, San Diego, California  92130 at 8:00 a.m. local
time.  At the Meeting, the stockholders:

(1) elected Dennis J. Carlo, Ph.D., Kenneth M. Cohen, Craig A.
    Johnson, David J. Marguglio and Tina S. Nova, Ph.D., to the
    Board of Directors;

(2) approved an amendment to the Company's Amended and Restated
    Certificate of Incorporation to effect a reverse stock split
    of the Company's issued and outstanding common stock, if the
    board of directors of the Company in its discretion determines
    to effect a reverse stock split, by a ratio of not less than
    1-for-2 and not more than 1-for-25 at any time within 18
    months after the date of the annual meeting, with the exact
    ratio to be set at a whole number within this range as
    determined by the Board in its sole discretion, with a
    possible reduction in the number of authorized shares of
    common stock depending on the exact ratio of the reverse stock
    split;

(3) approved, on a nonbinding advisory basis, the compensation of
    the Company's named executive officers;

(4) approved the holding of an advisory vote on executive
    compensation every year; and

(5) ratified the selection of Mayer Hoffman McCann PC as
    independent registered public accounting firm for the year
    ending March 31, 2014.

                           About Adamis

San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC
QB: ADMP) is a biopharmaceutical company engaged in the
development and commercialization of specialty pharmaceutical and
biotechnology products in the therapeutic areas of respiratory
disease, allergy, oncology and immunology.

The Company's balance sheet at June 30, 2013, showed $4.1 million
in total assets, $9.1 million in total liabilities, and a
stockholders' deficit of $5.0 million.

The Company's independent registered public accounting firm has
included a "going concern" explanatory paragraph in its report on
the Company's financial statements for the years ended March 31,
2013, and 2012, indicating that the Company has incurred recurring
losses from operations and has limited working capital to pursue
its business alternatives, and that these factors raise
substantial doubt about the Company's ability to continue as a
going concern.


ADAYANA INCORPORATED: Kubera Fund's Portfolio Firm Files Ch.11
--------------------------------------------------------------
Hana Stewart-Smith, writing for Alliance News, reports that
closed-end investment company Kubera Cross-Border Fund Limited
said that the operating performance of its portfolio company,
Adayana Incorporated, had deteriorated significantly following the
recent government shutdown in the U.S.  Adayana has filed for
protection under Chapter 11 of the U.S. Bankruptcy Code, which
Kubera says will result in a "substantial impairment" to the
carrying value of its investment in the company.

According to the report, Kubera said it was considering the impact
of these developments and was in discussions with Adayana to
examine the option of participating in any corporate
reorganization.  The company said it will publish its net asset
value for the third quarter no later than October 31.


AEMETIS INC: Eric McAfee Held 17.3% Equity Stake at Oct. 4
----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Eric A. McAfee and McAfee Capital, LLC,
disclosed that as of Oct. 4, 2013, they beneficially owned
34,015,473 shares of common stock of Aemetis, Inc., representing
17.28 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/Gn5n1W

                           About Aemetis

Cupertino, Calif.-based Aemetis, Inc., is an international
renewable fuels and specialty chemical company focused on the
production of advanced fuels and chemicals and the acquisition,
development and commercialization of innovative technologies that
replace traditional petroleum-based products and convert first-
generation ethanol and biodiesel plants into advanced
biorefineries.

McGladrey LLP, in Des Moines, Iowa, expressed substantial doubt
about Aemetis, Inc.'s ability to continue as a going concern
following the annual results for the year ended Dec. 31, 2012.
The independent auditors noted that the Company has suffered
recurring losses from operations and its cash flows from
operations are not sufficient to cover debt service requirements.

The Company reported a net loss of $4.3 million on $189.0 million
of revenues in 2012, compared with a net loss of $18.3 million on
$141.9 million of revenues in 2011.  As of June 30, 2013, the
Company had $96.54 million in total assets, $107.01 million in
total liabilities, and a $10.47 million total stockholders'
deficit.


AFFORDABLE HOUSING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Affordable Housing Corp.
        306-310 West 142nd Street
        New York, NY 10030

Case No.: 13-13417

Chapter 11 Petition Date: October 21, 2013

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: David Carlebach, Esq.
                  LAW OFFICES OF DAVID CARLEBACH
                  40 Exchange Place, suite 1306
                  New York, NY 10005
                  Tel: (212) 785-3041
                  Fax: (646) 355-1916
                  Email: david@carlebachlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Henry Katkin, president.

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


ALERIS INT'L: S&P Cuts CCR to B & Sr. Unsecured Debt Rating to B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Beachwood, Ohio-based Aleris
International Inc. to 'B' from 'B+'.  The outlook is stable.  S&P
lowered its rating on the company's senior unsecured debt to 'B-'
from 'B.  The recovery rating remains '5', indicating S&P's
expectation of modest recovery (10%-30%) in the event of a payment
default.

The lowered rating reflects S&P's view that prices and demand for
aluminum products are not likely to improve dramatically for
Aleris within the next year, causing credit measures to remain
weaker than previously expected.  The company continues to face a
number of headwinds, including lower volumes, tighter scrap
spreads, and the challenges associated with developing its
international presence. Low primary aluminum prices have tightened
scrap spreads, eroded profitability, and contributed to lower
margins in rolled products.  This has compounded the effects of
dropping volumes due to ongoing destocking in the airline industry
and limited upside from the recovering construction sector.
Furthermore, growth initiatives such as the new mill in China
continue to weigh on margins as certification processes and other
startup activities offset profitability in the established
businesses.

"The stable outlook reflects our expectation that despite the
challenging market environment, the company's credit measures have
sufficient cushion to remain in a range consistent with a 'B'
rating, and liquidity will remain adequate, with sufficient cash
and committed borrowing capacity to weather challenging market
conditions over the next 12 months.  This is consistent with our
view that recent trends and short-term expectations suggest that
credit measures are unlikely to improve before the end of the
year," said Standard & Poor's credit analyst Chiza Vitta.

S&P could lower its ratings for Aleris if liquidity deteriorates
to a level it views as less than adequate.  This could happen if
the company decides to pursue additional debt-financed dividends
or an acquisition.  It could also happen for operational reasons
as a result of cost overruns or delays associated with the ongoing
development of the Zhenjiang rolling mill in China or other
projects.  Finally, liquidity could be affected if demand
conditions weaken further or remain weak for a prolonged period of
time.

S&P could raise its ratings for Aleris if the company's credit
measures improve such that FFO to debt is above 12% and leverage
is below 5x.  This would likely be prompted by strengthening
aerospace, automotive, and construction end markets as well as
positive contributions from the Zhenjiang rolling mill in China.


AMERICAN AIRLINES: TWU Consolidation Justified, 7th Cir. Says
-------------------------------------------------------------
The U.S. Court of Appeals for the Seventh Circuit on Friday
resolved a power struggle between the national leadership of the
Transportation Workers Union of America and the leadership of
several of its Local Unions.

The dispute arose after American Airlines filed for bankruptcy and
implemented a plan to reduce its labor costs. In anticipation of
the reduction in the number of American Airlines mechanics, and
likewise a reduction in the number of Transportation Workers Union
members, the national leadership of Transportation Workers Union
consolidated several local unions and shuttered offices.  The
district court denied the Local Unions' motion for a preliminary
injunction preventing the consolidation.  The affected Local
Unions appealed, challenging Transportation Workers Union of
America's authority to take such action.

A three-judge panel of the Seventh Circuit held that TWU's actions
fall wholly within the scope of the authority granted to it. TWU
reasonably exercised the powers granted to it by the TWU
Constitution. The Local Unions raised numerous contentions in
their brief, and we decline to discuss those without merit.

"We hold that the Local Unions' motion for a preliminary
injunction against TWU is moot. We reject the Local Unions's
argument that TWU's interpretation of its Constitution was
patently unreasonable," the Seventh Circuit said.

The appeal is dismissed insofar as it challenges the denial of the
Local Unions' motion for a preliminary injunction; otherwise, the
judgment is affirmed.

TWU is an international labor union comprised of 115,000 members
nationwide.  TWU administers collective bargaining agreements with
American Airlines.  TWU established local unions in the cities
where American had major operations to help adequately handle the
representation of its members.  The Plaintiffs, Local Unions 561,
562, 563, 564, and 565, represent line mechanics and overhaul base
mechanics.

When American filed for bankruptcy, it sought concessions from TWU
that would yield a 20% reduction in labor costs. Extensive
negotiations, which included representatives from Local Unions,
occurred between American and TWU until a new collective
bargaining agreement was ratified. Under the new collective
bargaining agreement, the "Baker Letter" was eliminated. The Baker
Letter required American to pay approximately $2 million to
compensate Local Union representatives. The elimination of the
Baker Letter resulted in a direct loss of funding to Local Unions.
Additionally, the number of TWU-represented American mechanics was
forecasted to drop by approximately 4,000 members by 2017 because
American plans to add new planes to its fleet.

On Aug. 17, 2012, the former president of Local 562 proposed that
the Local Unions be consolidated to improve the representation of
its members. Subsequently, the TWU International Executive Council
established an IEC Subcommittee. The IEC Subcommittee conducted a
thorough review of the restructuring, garnered input from the
presidents of the Local Unions, and created a subcommittee report.
The IEC Subcommittee members unanimously approved the report's
recommendation to consolidate the Local Unions in an effort to
address forthcoming financial pressures. Specifically, the report
recommended consolidating the existing Local 561-565 Line
Mechanics into one new Local 591, and consolidating the three Base
Overhaul Mechanic Local Unions into two. The Base Overhaul
Mechanics remaining in Local 565 would merge with Local 567.

On Jan. 4, 2013, TWU International President, James Little,
interpreted the TWU Constitution and concluded that TWU had the
authority to consolidate the Local Unions as recommended in the
IEC Subcommittee report.  The IEC unanimously passed a resolution
adopting the subcommittee's recommendations.  The consolidation of
the Local Unions was scheduled to occur on March 22, 2013.  In
compliance with the TWU Constitution, the Local Unions appealed
the resolution to the IEC. The IEC denied the appeal. The Local
Unions did not follow Article XXIII of the TWU Constitution,
requiring them to appeal the IEC's decision at the TWU Convention
on Sept. 23, 2013, because the consolidation would have already
occurred by that date.

Instead, on Feb. 25, 2013, the Local Unions filed a complaint in
the district court seeking to enjoin TWU from implementing its
reorganization plan.  On March 5, 2013, the Local Unions moved for
a temporary restraining order and a preliminary injunction to
prevent the consolidation. The district court denied the temporary
restraining order, but allowed the Local Unions to submit
supplemental briefing and evidence. On March 21, 2013, the
district court denied the Local Unions' motion for a preliminary
injunction as well.  On March 22, 2013, TWU consolidated the Local
561-565 Line Mechanics into Local 591 and the remaining Base
Overhaul Mechanics from Local 565 merged into Local 567 as
planned. The monies, books, and properties of Local Unions 561-565
were transferred to the new Local 591, Local Unions 561-565 were
dissolved and their charters revoked, and new officers for Local
591 were elected.

The case is, TRANSPORT WORKERS UNION OF AMERICA, AFL-CIO, LOCAL
UNIONS 561, 562, 563, 564, 565, Plaintiffs-Appellants, v.
TRANSPORT WORKERS UNION OF AMERICA, AFL-CIO, INTERNATIONAL UNION,
Defendant-Appellee (7th Cir.).  A copy of the Seventh Circuit's
Oct. 18, 2013 decision is available at http://is.gd/Yjat1Pfrom
Leagle.com.


AMNEAL PHARMACEUTICALS: S&P Retains 'B' CCR & Sr. Sec. Debt Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it is revising its
recovery rating on Bridgewater, N.J.-based generic pharmaceutical
company Amneal Pharmaceuticals LLC's senior secured credit
facilities to '3' from '4'.  The revision follows a reduction of
the asset-based lending facility to $60 million from $90 million,
and a reduction of the term loan B to $415 million from
$475 million.  The '3' recovery rating indicates S&P's expectation
for meaningful (50%-70%) recovery for lenders in the event of a
payment default.  The higher recovery rating reflects lower
priority claims as well as less senior debt outstanding at
default.

S&P's 'B' corporate credit rating on Amneal and its 'B' issue-
level rating on the company's senior secured debt are unaffected.
The rating outlook remains stable, reflecting S&P's expectation
that growth objectives will be largely successful in the near
term, with sharply limiting cash flow generation, and that
leverage measures will remain in the 4x-5x range through 2014.

RATINGS LIST

Amneal Pharmaceuticals LLC
Corporate Credit Rating         B/Stable/--

Recovery Ratings Revised
                                 To          From
Amneal Pharmaceuticals LLC
Senior Secured                  B           B
  Recovery Rating                3           4


ANTERO RESOURCES: S&P Assigns 'BB-' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
corporate credit rating to Denver-based Antero Resources Corp.
The outlook is stable.

S&P also withdrew its 'B+' corporate credit rating on Antero
Resources LLC because it has been merged into Antero Resources
Corp.

At the same time, S&P raised its issue-level rating on Antero
Resources Finance Corp.'s unsecured notes to 'BB-' from 'B+' and
revised the recovery ratings on this debt to '3' from '4',
indicating its expectation of meaningful (50% to 70%) recovery in
the event of payment default.

"The stable outlook reflects our expectation that Antero will
continue to increase its reserves and production in both the
Marcellus and the Utica shales.  The outlook also incorporates our
expectation that the company will maintain adequate liquidity,"
said Standard & Poor's credit analyst Stephen Scovotti.

S&P could lower the corporate credit rating on Antero if the
company's debt-to-EBITDA ratio exceeded 4x.  This scenario could
occur if production were weaker than S&P's expectations for
several quarters, if natural gas prices weakened meaningfully, or
if the company adopted a more aggressive financial policy,
including a higher-than-expected cash flow deficit.

S&P would consider a positive rating action if the company
continued to convert its PUD reserves to proved developed reserves
and improved profitability, while maintaining leverage below 3x.


ATP OIL: Hearing on Case Conversion Continued Until Oct. 31
-----------------------------------------------------------
In the Chapter 11 case of ATP Oil & Gas Corporation, the U.S.
Bankruptcy Court for the Southern District of Texas, according to
courtroom minutes for the hearing held Oct. 17, 2013, continued
until Oct. 31 at 1:30 p.m., the hearing to consider the motion to
convert ATP Oil's Chapter 11 case to one under Chapter 7 of the
Bankruptcy Code.

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

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel.  Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

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

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A seven-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.

ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.


ATP OIL: Lenders Cleared to Take Over Deepwater Operations
----------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
after months of fundraising, ATP Oil & Gas Corp. lenders won court
approval on Oct. 17 to buy the distressed company's deepwater
drilling assets, largely by offering to cancel some of the debt
ATP owes them.

                         About ATP Oil

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

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel.  Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

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

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A seven-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.

ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.


AURA SYSTEMS: Delays Form 10-Q for August 31 Quarter
----------------------------------------------------
Aura Systems, Inc.'s quarterly report on Form 10-Q was not filed
on or before the prescribed due date, Oct. 15, 2013, without
unreasonable effort and expense, as it has not finalized the
narrative disclosures for inclusion in Form 10-Q.  The Company
intends to complete the Aug. 31, 2013, Form 10-Q as soon as
possible, but in no event no later than five days from the
original due date for its Aug. 31, 2013, Form 10-Q.

                         About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles
and sells the AuraGen(R), its patented mobile power generator that
uses a prime mover such as the engine of a vehicle to generate
power.

The Company's balance sheet at May 31, 2013, showed $2.9 million
in total assets, $25.2 million in total liabilities, and a
stockholders' deficit of $22.3 million.

The Company said that as a result of its losses from operations,
there is substantial doubt about the Company' ability to continue
as a going concern.

As reported in the TCR on June 18, 2013, Kabani & Company, Inc.,
in Los Angeles, California, issued a "going concern" qualification
on the consolidated financial statements for the year ended Feb.
28, 2013.  The independent auditors noted that the Company has
historically incurred substantial losses from operations, and the
Company may not have sufficient working capital or outside
financing available to meet its planned operating activities over
the next 12 months.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


AXESSTEL INC: To Lay Off 50% of Staff, Including CEO Hickock
------------------------------------------------------------
Axesstel, Inc.'s board of directors approved a reduction in force
and related actions intended to reduce the Company's operating
expenses and "break even" point.  The reduction in force impacts
approximately 50 percent of the Company's employees and
consultants, including H. Clark Hickock, the Company's chief
executive officer.

"We anticipate that we will complete the reduction in force and
reduce other operating expenses during the fourth quarter of
2013," the Company said in a regulatory filing with the U.S.
Securities and Exchange Commission.  "We expect to incur total
expenses relating to termination benefits associated with the
reduction in force of approximately $600,000, which primarily
represents cash expenditures the Company expects to pay out over
the next twelve months.  We will record these charges in the
fourth quarter ending December 31, 2013.  In the aggregate, we
expect to realize annual cost savings of over $5.0 million.  These
savings will appear in our operating expenses including sales and
general administrative expenses as well as research and
development expenses."

The reduction in costs is intended to allow the Company to achieve
profitable operations on annual revenues of approximately $20
million, assuming gross margins in the upper twenty percent range.
In connection with these actions, the Company intends to continue
its core gateway business, while it continues to roll out its new
Home Alert product lines.

                           New CEO Named

On Oct. 13, 2013, the Company's Board of Directors appointed
Patrick Gray, the Company's current chief financial officer, to
the additional role of chief executive officer, effectively
immediately.  Mr. Gray has been the Company's chief financial
officer since 2007.

Mr. Gray succeeds Mr. Clark Hickock.  On Oct. 14, 2013, the
Company's Board of Directors provided Mr. Hickock with notice of
its election to terminate his employment agreement with the
company, dated June 7, 2012, without cause, in accordance with its
terms.  Under that employment agreement, Mr. Hickock is entitled
to 30 days notice of termination and to payment of certain
severance compensation.

On Oct. 17, 2013, Mr. Hickock gave notice of his resignation as a
member of the Company's Board of Directors effective immediately.

                        Financial Results Update

In connection with the Company's quarterly report on form 10-Q for
the period ended June 30, 2013, the Company stated, "We expect
that our third quarter operations will improve as compared to the
second quarter, but not to historic levels.  Customer interest
suggests that, if we can convert identified opportunities to firm
orders, we could have a strong fourth quarter."

The Company's revenues for the third quarter of 2013 were
approximately $300,000, well short of the Company's initial
expectations.  The Company expected sales of its gateway products
in Europe to pick up during the third quarter.  The Company did
receive an order from one of the Company's two major European
customers, but that order is for delivery in the fourth quarter of
2013 and first quarter of 2014.  The second major customer is not
expected to place additional orders until 2014.  The Company also
expected to generate revenue from sales of its Home Alert product
line.  The Company has been working with carriers and retailers in
North America and other regions, but the Company did not complete
any material sales during the quarter.  The Company has some
backlog of orders entering the fourth quarter.  However, the
Company does not expect its fourth quarter revenues to reach the
levels we experienced in 2011 and 2012.

The Company used cash collected from accounts receivable to fund
operations during the third quarter.  The Company began the
quarter with $15.1 million of accounts receivable, and collected
$4.0 million of those accounts during the quarter.  The remaining
$11.1 million of accounts receivable includes approximately $9
million of sales to customers in Africa.  Those accounts are aging
and we are evaluating various alternatives for collection,
including reserves against the accounts or in some cases retaking
possession of the product as inventory, and attempting to resell
the product to third parties.

                           About Axesstel

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

Axesstel disclosed net income of $4.31 million for the year ended
Dec. 31, 2012, as compared with net income of $1.09 million during
the prior year.  As of June 30, 2013, the Company had $16.36
million in total assets, $25.39 million in total liabilities and a
$9.02 million total stockholders' deficit.


BELLE FOODS: Claims Bar Date for Zenith, Union Set for Nov. 11
--------------------------------------------------------------
The deadline to file proofs of debt for creditors, Zenith American
Solutions and the United Food and Commercial Workers International
Union - Industry Pension Fund in the bankruptcy case of Belle
Foods LLC, has been set for Nov. 18, 2013.

Belle Foods, LLC, bought 57 stores from Southern Family Markets
LLC in 2012, and put the business into Chapter 11 reorganization
(Bankr. N.D. Ala. Case No. 13-81963) on July 1, 2013, in Decatur,
Alabama.

The chain is owned by a father and son who purchased the operation
with a $4 million secured term loan and $24 million revolving
credit from the seller.  The stores are in Florida, Georgia,
Alabama and Mississippi.

The petition shows assets and debt both for more than $10 million.
C&S Wholesale Grocers Inc. is owed about $6 million on secured and
unsecured debt.  Belle Foods owes another $8 million to trade
suppliers, according to a court filing.

D. Christopher Carson, Esq., Brent W. Dorner, Esq., and Marc P.
Solomon, Esq., at Burr & Forman, LLP, represent the Debtor as
counsel.

Attorneys at Haskell Slaughter Young & Rediker, LLC, in
Birmingham, Alabama, and Otterbourg Steindler Houston & Rosen,
P.C., in New York, serve as co-counsel to the Official Committee
of Unsecured Creditors.


BETANCOURT HOLDINGS: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Betancourt Holdings, LLC
        P.O. Box 4255
        Edinburg, TX 78540

Case No.: 13-70544

Chapter 11 Petition Date: October 21, 2013

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

Judge: Hon. Richard S. Schmidt

Debtor's Counsel: Eduardo V Rodriguez, Esq.
                  MALAISE LAW FIRM
                  1265 N Expressway 83
                  Brownsville, TX 78521
                  Tel: 956-547-9638
                  Fax: 956-547-9630
                  Email: igotnoticesbv@malaiselawfirm.com

Total Assets: $2.58 million

Total Debts: $1.56 million

The petition was signed by Timoteo C. Betancourt, managing member.

A list of the Debtor's twp largest unsecured creditors is
available for free at http://bankrupt.com/misc/txsb13-70544.pdf


BIOFUEL ENERGY: Thomas Edelman Held 7.5% Equity Stake at Oct. 15
----------------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Thomas J. Edelman disclosed that as of Oct. 15, 2013,
he beneficially owned 410,000 shares of common stock of BioFuel
Energy Corp. representing 7.5 percent of the shares outstanding.
Mr. Edelman previously reported beneficial ownership of
497,500 common shares or 9.3 percent equity stake as of Aug. 27,
2012.  A copy of the regulatory filing is available for free at:

                        http://is.gd/RQNj1K

                       About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

Biofuel Energy disclosed a net loss of $46.32 million on $463.28
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $10.36 million on $653.07 million of net sales
during the prior year.

As of June 30, 2013, the Company had $239.65 million in total
assets, $194.20 million in total liabilities and $45.44 million in
total equity.

Grant Thornton LLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company incurred a net loss of $46.3 million during the year
ended Dec. 31, 2012, is in default under the terms of the Senior
Debt Facility, and has ceased operations at its Fairmont ethanol
facility.  These conditions, among other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.

                        Bankruptcy Warning

"Although the Company intends to diligently explore and pursue any
number of strategic alternatives, we cannot assure you that it
will be able to do so on terms acceptable to the Company or to the
lenders under the Senior Debt Facility, if at all.  In addition,
in either the case of a transfer of the assets of the Operating
Subsidiaries to the lenders under the Senior Debt Facility or a
sale of one or both of our plants ...  we cannot assure you as to
what value, if any, may be derived for shareholders of the Company
from such transfer or sale.  The lenders under the Senior Debt
Facility could also elect to exercise their remedies under the
Senior Debt Facility and take possession of their collateral,
which could require us to seek relief through a filing under the
U.S. Bankruptcy Code," according to the Company's annual report
for the year ended Dec. 31, 2012.


BIOZONE PHARMACEUTICALS: Issues 4.1 Million Common Shares
---------------------------------------------------------
From October 7 through Oct. 9, 2013, Biozone Pharmaceuticals,
Inc., issued 4,080,943 shares of common stock to seven noteholders
upon conversion of notes at $0.20 per share.  As a result, all
amounts due and outstanding under the notes have been satisfied.
The securities were issued in reliance upon the exemption provided
by Section 3(a)(9) under the Securities Act of 1933.

                    About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the Web site
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

Biozone incurred a net loss of $7.96 million in 2012, as compared
with a net loss of $5.45 million in 2011.  The Company's balance
sheet at June 30, 2013, showed $7.70 million in total assets,
$13.00 million in total liabilities and a $5.30 million total
shareholders' deficiency.

Paritz and Company. P.A., in Hackensack, New Jersey, 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 operating losses for
its last two fiscal years, has a working capital deficiency of
$5,255,220, and an accumulated deficit of $14,128,079.  These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.


BLACKBOARD INC: Moody's Affirms B2 CFR & Rates $365MM Notes Caa1
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Blackboard's
new, $365 million senior notes due 2019, and affirmed the senior
secured rating at B1, the Corporate Family Rating ("CFR") at B2,
and the Probability of Default at B2-PD. Proceeds from the new
debt issuance will be used to refinance a similar amount of
existing second lien debt, due 2019, the ratings for which will be
withdrawn upon closing. The outlook is stable.

Ratings Rationale:

Blackboard's B2 CFR reflects the high financial leverage, with
debt to EBITDA expected to be well above 7.0x, and a low-single-
digit free-cash-flow-to-debt ratio (after Moody's standard
adjustments).

"Although the October 2013 refinancing is leverage-neutral and
free-cash-flow-positive due to interest savings (eventually, that
is, after fees and the second lien's call premium are absorbed),
Blackboard's CFR remains weakly positioned in the B2 category,"
noted Kevin Stuebe, Senior Analyst at Moody's Investors Service.
However, Moody's believes that Blackboard's position is well
entrenched within universities, with faculty and students relying
on the functionality of the software, which has relatively low
average costs (about $50 thousand for the core product) and high
potential switching costs. As a result, Moody's expects Blackboard
to generate fairly predictable cash flows arising from its
subscription revenues model, with high, over-90% renewal rates.

The ratings could be upgraded if Blackboard were to demonstrate
revenue growth consistent with historical double-digit levels,
free-cash-flow-to-debt reaches double digits, and adjusted-debt-
to-EBITDA were to fall to 4.5x on a sustained basis. The ratings
could be downgraded if liquidity deteriorates, if there is a
decline in profitability, or if Blackboard increases leverage or
pursues acquisitions without a proportionate increase in cash
flow.

The following ratings (and Loss Given Default Assessments) were
affirmed:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

Senior secured, B1 (LGD3, 35%, from 34%)

Ratings outlook, stable

The following ratings (and Loss Given Default Assessments) were
assigned:

$365 million senior unsecured notes due 2019 Caa1 (LGD5 88%)

Ratings on the existing second lien term loan will be withdrawn
once the transaction is completed.

Blackboard Inc., with Moody's-projected 2013 revenues of about
$630 million, is a leading provider of software applications to
the education industry for interactive teaching, learning, course
management, and campus life. As a result of a 2011 leveraged
buyout, Blackboard is owned approximately 70% by Providence Equity
Partners, with the remainder held by management and other, small
investors.


BLACKBOARD INC: S&P Affirms 'B' CCR & Rates $365MM Notes 'CCC+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Washington, D.C.-based Blackboard Inc.
The outlook is stable.

At the same time, S&P assigned a 'CCC+' rating to the $365 million
senior unsecured notes, with a recovery rating of '6', indicating
negligible (0%-10%) recovery of principal in the event of a
payment default.

"The rating actions reflect our view that Blackboard Inc.'s
'highly leveraged' financial risk profile more than offsets the
company's 'fair' business risk profile," said Standard & Poor's
credit analyst Jacob Schlanger.

S&P estimates pro forma year-end 2013 adjusted leverage to be
about 7.8x following the refinancings.  S&P expects leverage to
remain at this level for the next year, given modest availability
of free operating cash flow to pay down debt.

The stable outlook reflects S&P's expectations that Blackboard's
leading market position and significant base of recurring revenues
will support consistent revenue growth and operating margins.  S&P
considers an upgrade to be unlikely over the near term given the
company's highly leveraged capital structure.  S&P could lower the
rating if increased competition leads to a deteriorating market
position or profitability, or if further debt-financed
acquisitions cause leverage to approach 8x.


BRIGHTSTAR CORP: S&P Puts 'BB-' CCR on CreditWatch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB-'
corporate credit rating and all other ratings on Miami-based
Brightstar Corp. on CreditWatch with positive implications.

"The CreditWatch placement follows Brightstar Corp.'s announcement
of a definitive agreement for SoftBank Corp. to invest
$1.26 billion in Brightstar, which will result in SoftBank's
majority ownership of Brightstar," said Standard & Poor's credit
analyst Katarzyna Nolan.

Assuming the transaction closes as proposed, S&P expects to raise
the corporate credit rating on Brightstar by one notch to 'BB'
from 'BB-' with a stable outlook.  The stable outlook would be
based on improved pro-forma leverage, following the expected
repayment of all existing preferred stock, which S&P currently
treat as 50% debt.

In addition, assuming that SoftBank provides a guarantee that
meets Standard & Poor's criteria, S&P would equalize the ratings
on Brightstar's senior unsecured debt with the ratings on SoftBank
Corp's senior unsecured debt and raise Brightstar's senior
unsecured debt ratings to 'BB+' from 'B+'.  S&P would not assign a
recovery rating to this debt, in this case, since there are no
recovery ratings on Japanese companies.  If SoftBank's guarantee
is insufficient, S&P would raise its issue-level ratings on the
company's senior unsecured notes to 'BB-' from 'B+', reflecting
the higher corporate credit rating.  The recovery rating on this
debt would remain unchanged at '5', indicating S&P's expectation
for modest (10%-30%) recovery for lenders in the event of default.

The CreditWatch placement reflects the likelihood that S&P would
raise its ratings on Brightstar Corp. if SoftBank is successful in
its negotiations to acquire a majority stake in the company.

The CreditWatch with positive implications reflects the potential
for a one-notch upgrade of the company to 'BB' from 'BB-' if the
transaction closes as currently contemplated.  The CreditWatch
placement also reflects the possibility that S&P would raise its
ratings on Brightstar's unsecured debt.  The issue-level analysis
will focus on the documentation of the guarantee.  S&P expects to
resolve the CreditWatch placement in November or December, when
the transaction is expected to close.


BTM CORPORATION: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: BTM Corporation
        2777 Summer Street, Suite 702
        Stamford, CT 06905

Case No.: 13-51652

Chapter 11 Petition Date: October 21, 2013

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

Judge: Hon. Alan H.W. Shiff

Debtor's Counsel: James G. Verrillo, Esq.
                  ZELDES, NEEDLE & COOPER, P.C.
                  1000 Lafayette Boulevard
                  Bridgeport, CT 06604
                  Tel: 203-333-9441
                  Fax: 203-333-1489
                  Email: jverrillo@znclaw.com

Estimated Assets: $1 million to $10 million

Total Liabilities: $1 million to $10 million

The petition was signed by Faisal Hoque, chairman.

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


CATASYS INC: David Smith Held 38.1% Equity Stake at Oct. 15
-----------------------------------------------------------
In an amended Scheduled 13D filed with the U.S. Securities and
Exchange Commission, David E. Smith and his affiliates disclosed
that as of Oct. 15, 2013, they beneficially owned 8,478,823 shares
of common stock of Catasys, Inc., representing 38.1 percent of the
shares outstanding.  Mr. Smith previously reported beneficial
ownership of 67,546,853 common shares or 38.5 percent equity stake
as of April 10, 2013.  A copy of the regulatory filing is
available for free at http://is.gd/lP10JE

                         About Catasys Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

Catasys disclosed a net loss of $11.64 million on $541,000 of
total revenues for the 12 months ended Dec. 31, 2012, as compared
with a net loss of $8.12 million on $267,000 of total revenues in
2011.  Catasys' balance sheet at June 30, 2013, showed $3.36
million in total assets, $20.68 million in total liabilities and a
$17.32 million total stockholders' deficit.

Rose, Snyder & Jacobs LLP, in Encino, California, 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 significant operating losses and
negative cash flows from operations during the year ended Dec. 31,
2012, which raise substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

"Our ability to fund our ongoing operations and continue as a
going concern is dependent on our increasing fees from existing
contracts and signing and generating fees from new and existing
contracts for our Catasys managed care programs and the success of
management's plans to increase revenue and continue to control
expenses.  We are operating our programs in Kansas, Louisiana,
Massachusetts, and Oklahoma.  In 2013, we signed two agreements
with national health plans to provide services to their members in
New Jersey and Ohio, West Virginia, Kentucky, and Indiana,
respectively, which we expect to commence enrollment during the
third quarter of 2013.  In the first half of 2013, we have
generated increased fees from our launched programs over the same
period in the prior year, and we expect to continue to increase
enrollment and fees from our programs throughout this year both
from existing programs and the contracts we signed in 2013.
However, there can be no assurance that we will generate such
fees.  We continue to look for areas to reduce our operating
expenses.  In addition, we are in need to obtain additional
capital and while we are currently in discussions with our
existing stockholders regarding additional financing there is no
assurance that additional capital can be raised in an amount which
is sufficient for us or on terms favorable to us and our
stockholders, if at all.  If we do not obtain additional capital,
there is a significant doubt as to whether we can continue to
operate as a going concern and we will need to curtail or cease
operations or seek bankruptcy relief.  If we discontinue
operations, we may not have sufficient funds to pay any amounts to
stockholders," the Company said in its quarterly report for the
period ended June 30, 2013.


CAVALRY CONSTRUCTION: Bankr. Court Denies Claims Against WDF
------------------------------------------------------------
Bankruptcy Judge Robert D. Drain denied, for the third and last
time, Cavalry Construction Inc.'s claims against WDF, Inc.  The
claims stemmed from CCI's masonry and related work performed in
the construction, ultimately on behalf of the New York City School
Construction Authority, of the Bronx School for Law.  After a
lengthy trial, by order and judgment dated April 24, 2009 the
Court (Hardin, J.) awarded damages to CCI against WDF of
$853,165.75, plus post-judgment interest.  That decision was later
reversed and remanded by the U.S. District Court for the Southern
District of New York in 2010, which was affirmed in respect of
other claims by the U.S. Court of Appeals for the Second Circuit
in 2011.

The case before Judge Drain is CAVALRY CONSTRUCTION, INC.
Plaintiff, v. WDF, INC., et al. Defendants, Adv. Pro. No. 07-08318
(Bankr. S.D.N.Y.).  A copy of Judge Drain's Oct. 18 Post-Trial
Memorandum of Decision is available at http://is.gd/yRei7mfrom
Leagle.com.

Welby, Brady & Greenblatt, LLP's John J. P. Krol, Esq., represents
Cavalry Construction, Inc.  He may be reached at:

          John J. P. Krol, Esq.
          WELBY, BRADY & GREENBLATT, LLP
          11 Martine Avenue, 15th Floor
          White Plains, New York  10606
          Tel: (914) 428-2100
          E-mail: jkrol@wbgllp.com

Robert D. Saville, Esq., argues for WDF, Inc.

                    About Cavalry Construction

Based in Mount Vernon, New York, Cavalry Construction Inc. owns
and operates a masonry company that operates primarily as a
subcontractor on various public improvement construction project
in the New York Metropolitan area, Westchester County and other
surrounding counties.  Cavalry filed a voluntary Chapter 11
petition (Bankr. S.D.N.Y. Case No. 07-22707) on July 27, 2007,
represented by Arlene Gordon Oliver, Esq., at Rattet & Pasternak,
L.L.P.  Judge Adlai S. Hardin Jr. presides over the case.  In its
petition, the Debtor estimated assets and debts of $1 million to
$100 million.


CENTRAL COVENTRY: Talks Continue Over Financial Dispute
-------------------------------------------------------
Brian Crandall at NBC 10 reports that the cash-strapped Central
Coventry Fire District is headed toward another budget showdown
next week.  The district is in court receivership.

In March, voters rejected a budget that included a significant tax
increase, according to NBC 10.  The report relates that three fire
stations closed.

The report discloses that now there's a new fire district board
and another budget vote ahead.  But the issues are far from
resolved, the report says.

Board Chairman Fred Gralinksi:" said the firefighters union needs
to give back more in concessions, telling NBC 10, "We have a load
of debt.  We have a very fat contract and very little management
rights, and it's going to change if they want to keep their jobs.
It's as simple as that."

The firefighters union president was surprised by those words,
arguing his firefighters have given back. David Gorman responded
by telling NBC 10, "There's been significant savings that's been
reached.  The report relays that the district has closed the books
off this year with almost a million dollar surplus that was
realized by the concessions firefighters have given."

The report relates that Mr. Gorman said he actually thought the
two sides had a deal on concessions October 15 after days of
negotiations.  But board members told NBC 10, no, they just agreed
to look at the numbers ahead of the vote on the new budget next
week, the report adds.

The report says to back his claim, Gorman sent NBC 10 an email he
says is from the board's attorney to the judge in the receivership
case in which the lawyer wrote, "the Board will be prepared to
present a budget proposal to you which incorporates concessions
reached with the Union."

The report discloses that October 15 night the board announced a
key detail of its budget plan, the tax rate. The report relays
that the proposed tax rate would be US$2.50 per US$1000 of
assessed value for residential property, US$3.75 per US$1000 for
businesses.  Voters rejected a US$2.99 residential rate back in
March, upset over spending levels.

The report notes that Gralinski concedes the US$2.50 rate only
works with more concessions from the firefighters or layoffs.
"It's going to be extremely difficult given the union contract,"
he told NBC10, the report relays. "We'll fund it. But the union's
going to have to contribute or perhaps they'll be a few of them
looking for another job somewhere." the report adds.

The report adds that the two sides have another court date with
the judge in the receivership case.


CANCER GENETICS: Grants CEO 200,000 Shares Options
--------------------------------------------------
The Compensation Committee of Cancer Genetics, Inc.'s Board of
Directors granted Panna L. Sharma, the Company's chief executive
officer, an option to purchase 200,000 shares of the Company's
common stock, par value $0.0001 per share, at an exercise price of
$15.39 per share pursuant and subject to the terms of the
Company's Amended and Restated 2011 Equity Incentive Plan.  The
option is scheduled to expire on the tenth anniversary of the
Grant Date and is scheduled to vest over a period of five years
from the Grant Date in sixty equal monthly installments commencing
one month from the Grant Date.  The vesting of Mr. Sharma's option
may be accelerated upon the achievement of certain milestones.
Further, the Compensation Committee approved an immediate $50,000
per annum increase in Mr. Sharma's salary, resulting in an annual
salary of $400,000, and an increase in Mr. Sharma's bonus
opportunity to $200,000 per year, or 50 percent of his annual base
salary, subject to the satisfactory performance of certain
criteria to be established by the Compensation Committee.  In
addition, subject to the adoption of a new equity plan or
amendment to increase the shares available for issuance under the
2011 Equity Plan, the Company committed to issue 50,000 restricted
shares of Common Stock to Mr. Sharma.

In addition, the Compensation Committee approved a $50,000 cash
bonus payable immediately to Elizabeth A. Czerepak, the Company's
chief financial officer.

On Oct. 10, 2013, the Company's board of directors adopted a
compensation policy for its non-employee directors, other than the
chairman of the board who is compensated pursuant to the terms of
a separate consulting agreement.  This policy provides for the
following cash compensation to the Company's non-employee
directors, other than the chairman of the board:

   * each non-employee director will receive an annual base fee of
     $10,000; and

   * in addition to the $10,000 annual base fee, the chairman of
     the audit committee will receive an annual fee of $10,000.

This policy provides for the following equity compensation to the
Company's non-employee directors, other than the Company's
chairman of the board:

   * each non-employee director, other than the chairman of the
     board, will receive bi-annual restricted stock awards of
     5,000 shares of Common Stock; and

   * each non-employee director, other than the chairman of the
     board, will receive annual option grants to purchase 10,000
     shares of Common Stock.

The restricted stock awards and option grants will each vest in
two equal annual installments.  On Oct. 10, 2013, the Company
granted each non-employee director, other than the chairman of the
board, options to purchase 10,000 shares of Common Stock at an
exercise price of $15.39.  In addition, the Company granted Mr.
Brownlie, the chairman of the audit committee, options to purchase
12,312 shares of Common Stock at an exercise price of $15.39 and
the Company granted Mr. Thompson 2,500 fully vested shares of
restricted stock in recognition of his past service as chairman of
the audit committee.  All other equity grants under the director
compensation policy are subject to the adoption of a new equity
plan or amendment to increase the shares available for issuance
under the 2011 Equity Plan.

All fees under the director compensation policy will be paid on a
quarterly basis and no per meeting fees will be paid.  The Company
will also reimburse non-employee directors for reasonable expenses
incurred in connection with attending board and committee
meetings.

                       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: Amends Fiscal 2013 Form 10-K
-------------------------------------------
China Ginseng Holdings, Inc., amended its annual report on Form
10-K for the year ended June 30, 2012, filed with the U.S.
Securities and Exchange Commission on Oct. 15, 2012, solely to
furnish Exhibit 101 to the Form 10-K in accordance with Rule 405
of Regulation S-T. Exhibit 101 to this report provides the
consolidated financial statements and related notes from the Form
10-K formatted in XBRL (extensible Business Reporting Language).
No other changes have been made to the Form 10-K.  A copy of the
Form 10-K/A is available for free at http://is.gd/qL9Gyg

                        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.


CHINA WIND: TSXV Intends to Delist Shares in January 2014
---------------------------------------------------------
China Wind Power International Corp. on Oct. 22 disclosed that the
TSX Venture Exchange has notified the Company of the TSXV's
intention to delist the Company's shares at the close of market on
January 16, 2014.  The TSXV has notified the Company that it may
avoid the delisting of its shares if, prior to the Delisting Date,
the Company has (a) filed all outstanding financial statements on
SEDAR and with the applicable securities commissions; and (b)
obtained a revocation of all outstanding cease trade orders issued
against the Company.

The Company was issued a temporary order by the Ontario Securities
Commission due to a delay in filing the Company's annual financial
statements for the financial year ended March 31, 2012, management
discussion and analysis relating to the annual financial
statements, interim financial statements for the three months
ended June 30, 2012, management discussion and analysis relating
to the interim financial statements and related certifications
beyond the prescribed dates.  The TSXV suspended trading in the
Company's securities on October 3, 2012 as a result of the Cease
Trade Order.

Similar cease trade orders were issued to the Company by the
British Columbia Securities Commission on October 4, 2012 and by
the Alberta Securities Commission on January 18, 2013.

The Company is working diligently with its auditors to resolve the
above cease trade orders and file all outstanding financial
statements as soon as possible.  However, it is not certain that
the financial statements for the periods ended March 31, 2013,
June 30, 2013 and September 30, 2013 will be filed by the
Delisting Deadline and, accordingly, the Company has applied to
the TSXV for a two month extension of the Delisting Deadline in
order to allow more time for the filing of those statements.  The
TSXV has not decided whether or not to grant the Company's request
for an extension.

           About China Wind Power International Corp.

China Wind Power International Corp. --
http://www.chinawindpowerinternational.com-- is an Ontario
company that indirectly holds the exclusive rights for wind energy
development in Du Mon County, Heilongjiang Province, which has a
demonstrated potential installed capacity of 1,150 MW of wind
energy developable over an area of 612 square km.  While 1,150 MW
represents the Company's long-term potential for wind power in the
area, its current plans are for building out approximately 800 MW
over five development phases.  The Company's common shares are
listed on the TSX Venture Exchange under the symbol "CNW".


COLFAX CORP: Moody's Affirms 'Ba3' CFR & Rates Secured Debt 'Ba2'
-----------------------------------------------------------------
Moody's Investor Service assigned a Ba2 rating to Colfax
Corporation's refinanced credit facilities and affirmed the
company's Corporate Family and Probability of Default Ratings at
Ba3 and Ba3-PD, respectively. The ratings on the various new
tranches of the senior secured credit facilities were rated Ba2.
Moody's also affirmed the rating on the Term Loan B that is to be
reduced by approximately half to approximately $200 million. The
Speculative Grade Liquidity rating was upgraded to SGL-2 from SGL-
3. The rating outlook was changed to stable from negative.

Assignments:

Issuer: Colfax Corporation

$500 million Senior Secured Revolver, Assigned Ba2 (LGD3, 34%)

$409 million Senior Secured Term Loan A-1, Assigned Ba2 (LGD3,
34%)

EUR 100 million Senior Secured Term Loan A-4, Assigned Ba2 (LGD3,
34%)

Issuer: Colfax UK Holdings Ltd

$380 million Senior Secured Term Loan A-2, Assigned Ba2 (LGD3,
34%)

EUR 150 million Senior Secured Term Loan A-3, Assigned Ba2 (LGD3,
34%)

Issuer: Colfax Corporation & Colfax UK Holdings Ltd

$200 million Senior Secured Revolver, Assigned Ba2 (LGD3, 34%)

Affirmations:

Issuer: Colfax Corporation

Corporate Family Rating, Affirmed Ba3

Probability of Default Rating, Affirmed Ba3-PD

Senior Secured Term Loan B, Affirmed Ba2 (LGD3, 34%)

Upgrades:

Issuer: Colfax Corporation

Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3

Outlook Actions:

Issuer: Colfax Corporation

Outlook, Changed To Stable From Negative

Issuer: Colfax UK Holdings Ltd

Outlook, Changed To Stable From Negative

Note: The ratings on the existing revolving credit facilities and
Term Loan As will be withdrawn upon closing of the refinancing
transaction.

The change in outlook reflects the recent improvement in the
company's operating performance and the expectation for continued
improvement in operations over the next 12 to 18 months that is
anticipated to better position the company within the Ba3 rating
category. The $200 million pay down, as above, of debt as part of
this refinancing transaction when combined with improved
profitability results in improved leverage metrics. The change in
outlook to stable also reflects Moody's expectation for further
decreases in leverage. Moody's expects leverage to be just under 4
times at the end of 2013 and in the mid 3 times at the end of
2014. The rating also considers the company's large scale with
approximately $4.0 billion in revenues for the LTM period ended
June 28, 2013, good geographic diversification and the
diversification benefits from a sales mix of aftermarket and
original market revenue.

The Ba2 rating on the company's senior secured credit facilities
is one notch above the corporate family rating due to their
seniority in the capital structure. The Term Loan A-1, Term Loan
A-4 and Term Loan B have Colfax Corporation as the borrower while
the Term Loan A-2 and Term Loan A-3 have Colfax UK Holdings Ltd as
the borrower. The entire amount under the revolving credit
facilities is available to Colfax Corporation while a portion is
also available to Colfax UK Holdings Ltd. The various loans to the
two borrowers are subject to a collateral allocation mechanism.

Colfax Corporation's SGL-2 Speculative Grade Liquidity rating
reflects Moody's expectation that the company will have good
liquidity over the next twelve months. As of June 28, 2013, the
company had approximately $588 million of cash on its balance
sheet with additional liquidity available under its revolver
though Moody's expects the company to continue to use this
facility as a source of financing. The company is anticipated to
have good room under its financial covenants. Moody's expects the
company to use free cash flow towards its continued strategy of
pursuing bolt-on acquisitions. The company completed an equity
offering in May 2013 raising just over $300 million in proceeds
for general corporate purposes.

The company has a history of growing via acquisitions and Moody's
expects that the company will continue to grow via acquisitions as
it executes on its current strategy for bolt-on acquisitions. As
free cash flow is anticipated to fund growth initiatives,
deleveraging will be primarily through greater profitability and
is anticipated to occur over an extended period. As a result, the
ratings are not anticipated to experience positive rating traction
over the short term. Nevertheless, positive ratings traction could
occur if the company's leverage were to decrease under 3.5 times
and free cash flow available for debt reduction was anticipated to
exceed 12%.

The ratings may be downgraded if leverage were anticipated to
remain over 4.25 times for more than a short period or if margins
were to weaken. A reduction in free cash flow generation could
also the pressure the ratings or outlook.


COOPER-BOOTH: Seeks Extension to File Its Chapter 11 Plan
---------------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that
convenience-store supplier Cooper-Booth Wholesale Co. is seeking a
two-month extension to file a Chapter 11 restructuring plan as it
negotiates payment terms with its creditors.

                   About Cooper-Booth Wholesale

Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized the
Company's bank accounts to recover payments made by a large
customer caught smuggling Virginia-stamped cigarettes into New
York.

Serving the mid-Atlantic region, Cooper is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper has been
in the wholesale distribution business since 1865 when the Booth
Tobacco Company was incorporated in Lancaster, Pennsylvania.  The
Company has been family owned and operated for three generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy
counsel.  Executive Sounding Board Associates, Inc., is the
financial advisor.  SSG Advisors, LLC, serves as investment
bankers.  Blank Rome LLP represents the Debtor in negotiations
with federal agencies concerning the seizure warrant.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
three members to the Official Unsecured Creditors' Committee in
the Chapter 11 case.

Cooper Booth disclosed $58,216,784 in assets and $35,054,482 in
liabilities as of the Chapter 11 filing.  As of the Petition Date,
the Debtors' total consolidated funded senior debt obligations
were approximately $10.7 million and consisted of, among other
things, $7.72 million owing on a revolving line of credit
facility, $2.83 million owing on a line of credit for the purchase
of equipment, and $166,000 due on a corporate VISA Card.  PNC Bank
asserts that a letter of credit facility is secured by all
personal property owned by Wholesale.  Unsecured trade payables
totaled $22.8 million as of May 21, 2013.


COMMUNITY SHORES: Stanley Boelkins Elected to Board of Directors
----------------------------------------------------------------
The Board of Directors of Community Shores Bank Corporation
elected Stanley L. Boelkins as Clas II director.  His initial term
expires at the annual meeting of the shareholders in 2015.  Mr.
Boelkins was elected by the Board of Directors of the Company's
wholly owned subsidiary, Community Shores Bank, to serve as a
director of the Bank for a term expiring at the 2014 annual
meeting of the shareholders of the Bank.  Mr. Boelkins was
appointed to the Executive Loan and Audit Committees.

                        About Community Shores

Muskegon, Mich.-based Community Shores Bank Corporation, organized
in 1998, is a Michigan corporation and a bank holding company.
The Company owns all of the common stock of Community Shores Bank.
The Bank was organized and commenced operations in January 1999 as
a Michigan chartered bank with depository accounts insured by the
FDIC to the extent permitted by law.  The Bank provides a full
range of commercial and consumer banking services primarily in the
communities of Muskegon County and Northern Ottawa County.

The Company reported a net loss of $2.46 million in 2011, compared
with a net loss of $8.88 million in 2010.  As of June 30, 2013,
the Company had $189.64 million in total assets, $186.04 million
in total liabilities and $3.59 million in total shareholders'
equity.

After auditing the 2011 results, Crowe Horwath LLP, in Grand
Rapids, Michigan, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant recurring
operating losses, is in default of its notes payable
collateralized by the stock of its wholly-owned bank subsidiary,
and the subsidiary bank is undercapitalized and is not in
compliance with revised minimum regulatory capital requirements
under a formal regulatory agreement which has imposed limitations
on certain operations.


COPYTELE INC: Stockholders Elect Six Directors
----------------------------------------------
The Annual Meeting of Stockholders of CopyTele, Inc., was held on
Friday, Oct. 11, 2013, at the Fox Hollow, Woodbury, New York.
Stockholders of record at the close of business on Aug. 16, 2013,
were entitled to one vote for each share of common stock held.  On
Aug. 16, 2013, there were 206,376,189 shares of common stock
issued and outstanding.

At the Annual Meeting, the stockholders:

(a) elected six directors nominated by the Board of Directors to
    serve until the next annual meeting of stockholders, namely:
    (1) Bruce F. Johnson, (2) Henry P. Herms, (3) Kent B.
    Williams, (4) Lewis H. Titterton Jr., (5) Robert A. Berman,
    and (6) Dr. Amit Kumar;

(b) approved, on a non-binding advisory basis, the compensation of
    the Company's named executive officers;

(c) approved, on a non-binding advisory basis, the frequency for
    the advisory vote to approve the compensation of the Company's
    named executive officers.  The frequency of "3 years" was
    approved, on a non-binding advisory basis, by a vote of
    stockholders;

(d) ratified the appointment of Haskell & White LLP, an
    independent registered public accounting firm, as the
    Company's independent auditors for fiscal year 2013; and

(e) approved the amendment to the certificate of incorporation to
    increase the authorized number of shares of common stock from
    300,000,000 shares to 600,000,000 shares.

                          About CopyTele

Melville, N.Y.-based CopyTele, Inc.'s principal operations include
the development, production and marketing of thin flat display
technologies, including low-voltage phosphor color displays and
low-power passive E-Paper(R) displays, and the development,
production and marketing of multi-functional encryption products
that provide information security for domestic and international
users over several communications media.

Copytele Inc. incurred a net loss of $4.25 million for the year
ended Oct. 31, 2012, compared with a net loss of $7.37 million
during the prior fiscal year.  The Company's balance sheet at
July 31, 2013, showed $5.30 million in total assets, $8.54 million
in total liabilities and a $3.23 million total shareholders'
deficiency.

KPMG LLP, in Melville, New York, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended Oct. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations,
has negative working capital, and has a shareholders' deficiency
that raise substantial doubt about its ability to continue as a
going concern.


CROSSTEX ENERGY: Moody's Puts B1 CFR & B2 Notes Rating on Review
----------------------------------------------------------------
Moody's Investors Service placed Crosstex Energy LP's B1 Corporate
Family Rating (CFR) and B2 senior unsecured notes rating on review
for upgrade following the signing of definitive agreements to
combine substantially all of Devon Energy's (Devon, Baa1 negative)
US midstream assets with Crosstex's assets to form a new midstream
business. The new business will consist of two publicly traded
entities: the Master Limited Partnership and a General Partner
entity (collectively the New Company). A name for the New Company
will be announced prior to the closing of the transaction which is
targeted in the first quarter of 2014, subject to shareholder
approvals and customary closing conditions.

"The combined company's midstream assets significantly expands
Crosstex's size, scale and geographic diversification," stated
Michael Somogyi, Moody's Vice President -- Senior Analyst. "The
New Company will also stand to benefit from strong sponsor support
from Devon, its largest customer, with a large inventory of
organic exploration and development opportunities, increasing
focus on liquids-based growth projects, fixed-fee contract
structure and minimum volume commitments."

Ratings Rationale:

This transaction combines Devon's large Texas and Oklahoma
midstream platform with Crosstex's positions in the Barnett Shale,
Permian Basin, Eagle Ford, Haynesville, Gulf Coast, Utica and
Marcellus. The combination creates a geographically diverse
portfolio of midstream assets, comprised of approximately 7,300
miles of gathering and transportation pipelines, 13 processing
plants with 3.3 Bcf/day of net processing capacity, 6
fractionators with 165 MBbl/day of net fractionation capacity, as
well as barge and rail terminals, product storage facilities,
brine disposal wells and an extensive crude oil trucking fleet.

This combination looks to capitalize on Devon and Crosstex's long
history of working together while accelerating Devon's midstream
expansion plans and Crosstex's transformation to a more
geographically diversified and fee-based midstream company. Devon,
with its strong upstream development portfolio, will be the New
Company's largest customer and will dedicate nearly 800,000 net
acres to the New Company in areas where it expects to develop
liquids-driven upstream opportunities. Devon's asset contribution
is further underpinned by 10-year fixed-fee contracts and 5-year
minimum volume commitments that will provide volume stability and
support cash flow visibility.

With combined 2014 adjusted EBITDA projected to be around $700
million (before $45 million in expected synergies), the New
Company's pro-forma leverage will be around 1.5x and distribution
coverage per unit will be around 1.5x at the GP and 1.1x at the
MLP. The New Company will also be better positioned to pursue
additional growth opportunities over and above the $1 billion of
growth projects Crosstex currently has underway.

Moody's rating review of Crosstex will focus on the combined
company's assets, cash flow and capital structure. Devon and
Crosstex expect to recapitalize the company with a new, expanded
bank credit facility and refinance Crosstex's outstanding senior
unsecured notes. Should Crosstex's notes be refinanced following
close of the transaction, Moody's will withdraw the existing
ratings on Crosstex.

Under the terms of the definitive agreements, in exchange for a
controlling interest in both the new General Partner (GP) entity
and the Master Limited Partnership (MLP), Devon will contribute
its equity interest in a newly formed Devon subsidiary (Devon
Holdings) and $100 million in cash. Devon Holdings will own
Devon's midstream assets in the Barnett Shale in North Texas, the
Cana and Arkoma Woodford Shales in Oklahoma and Devon's interest
in Gulf Coast Fractionators in Mt. Belvieu, Texas. The Master
Limited Partnership and the General Partner will each own 50% of
Devon Holdings. Current stockholders of Crosstex Energy Inc. will
receive one unit in the General Partner entity for each share of
Crosstex Energy Inc. they own, as well as a one-time cash payment
at closing of approximately $2.00 per share or $100 million in
aggregate. Devon's contributed assets are valued at $4.8 billion
in the transaction.

Crosstex's B1 Corporate Family Rating is supported by the
relatively high proportion of its gross margin that is considered
non-commodity based and management's conservative business
strategy in recent years, which Moody's expects to remain in place
as the company pursues strategic growth opportunities. The rating
is restrained by Crosstex's high level of exposure to the
relatively mature Barnett Shale, and inherent volume and price
risk in gathering and processing natural gas. The rating further
reflects the expected increase in financial leverage over the
near-term to fund increased growth spending and the risks inherent
to the MLP business model.

Crosstex's debt/EBITDA leverage metric (as adjusted by Moody's)
stood at 5.3x as of June 30, 2013, up from 4.3x a year earlier,
driven by acquisitions and large, upfront capital spending on
growth projects. The largest component of these projects has been
the expansion of the Cajun-Sibon NGL pipeline in Louisiana, with
Phase I of the expansion completed with volumes to ramp up to full
capacity in the fourth quarter. Earnings across its Ohio River
Valley assets were also expected to support deleveraging efforts
over the next 12 -- 18 months.


CROSSTEX ENERGY: S&P Puts 'B+' CCR on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B+'
corporate credit rating on Crosstex Energy L.P. and the 'B+'
senior unsecured rating on CreditWatch with positive implications.
The recovery rating on Crosstex' senior unsecured debt is '4'.
S&P will reassess the recovery rating when we have firm details on
the combined partnership's capital structure.

The positive CreditWatch on Crosstex reflects S&P's expectation
that it expects to raise its ratings when the formation of a new
midstream business (NewCo) with Devon Energy Corp. is complete.
Key rating considerations will include NewCo's majority ownership
by a higher rated entity, the degree of NewCo's strategic
importance to Devon, and pro forma financial measures.  Devon is
expected to own 70% of the general partnership, 53% of the master
limited partnership, and have majority board representation.  S&P
expects NewCo's pro forma debt/EBITDA will be about 2x to 2.5x.

"We expect Newco will have a very high proportion of fixed-fee
contracts accounting for about 95% of its expected $700 million of
EBITDA in 2014," said Standard & Poor's credit analyst William
Ferara.

NewCo is also expected to have moderate size and geographic
diversity, and a somewhat balanced asset portfolio.  However,
NewCo's strengths are expected to be somewhat offset by the
commodity price and volume risk in the natural gas processing and
gathering segment (although minimum volume commitments materially
reduce volume risk), no demonstrated track record as a stand-alone
entity, and a likely aggressive growth strategy.  In addition to
existing growth projects, NewCo will have the opportunity to
acquire additional assets from Devon and will also have a right of
first offer relating to Devon's Canadian crude oil Access
Pipeline.


CROWN CASTLE: S&P Raises CCR to 'BB' Over Planned AT&T Deal
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised the corporate
credit rating on Crown Castle International Corp. to 'BB' from
'BB-'.  The outlook is stable.

S&P also raised all issue-level ratings by one notch, except for
the rating on the senior secured credit facilities at Crown Castle
Operating Co., which S&P raised by two notches to 'BB+' from
'BB-'.  S&P revised the recovery rating to '2' from '4' because of
the addition of 9,700 AT&T towers to Crown Castle's unencumbered
assets, which would be available on a first-priority basis to the
bank lenders, leading to S&P's view that lenders could expect
substantial (70%-90%) recovery of principal and interest in the
event of a payment default, even if the debt portion of the
transaction is funded with additional pari passu secured debt.
S&P also placed this rating on CreditWatch with positive
implications to reflect the fact that if the company finances the
debt portion of the AT&T transaction with a significant component
of unsecured debt, then the rating on these credit facilities
could have very high (90%-100%) recovery prospects in the event of
a payment default, denoting a '1' recovery and 'BBB-' issue-level
rating.  When the company completes its funding plans for the AT&T
assets, S&P will resolve the CreditWatch on this debt.

"The upgrade reflects our view that the company's plan to fund the
AT&T transaction with a substantial amount of common equity is
evidence of a less aggressive financial policy than we had
previously incorporated," said Standard & Poor's credit analyst
Catherine Cosentino.

S&P believes the company will repay maturing debt and borrowings
under the revolving credit facility over the next few years from
free operating cash flow, which S&P expects will result in
adjusted leverage declining to about 6.5x by 2015 compared to
around 7.7x pro forma for the transaction that S&P anticipates for
2013.  In S&P's base-case scenario, the AT&T towers' EBITDA grows
by about 12% annually over the next few years, given their low
average number of tenants relative to Crown Castle's existing
portfolio.  S&P also expects funds from operations (FFO) to total
debt to be in the 8% to 12% range over the next few years.

The outlook is stable.  The predictability and good profitability
of Crown Castle's base of business with wireless carriers support
the current rating.  Given the company's highly leveraged
financial risk profile and S&P's expectation that leverage is not
likely to decline to the low 6x area through at least 2015,
however, an upgrade is unlikely.  S&P would reassess the ratings
for an upgrade if the company were to demonstrate that it could
attain leverage of 6x or lower sooner than S&P anticipated.
Conversely, S&P would not likely downgrade the company unless it
adopted a more-aggressive financial policy such that it funded
substantial stock repurchases with debt, with limited prospects
for subsequent leverage improvement to 7x or lower within a two-
year horizon.  S&P could also lower the ratings if the company
were to make large acquisitions of properties with much weaker
profit characteristics than its core business and this resulted in
leverage that S&P expected to remain above 7x on an ongoing basis.


DAN BERREY: Businessman Files Ch.11 Bankruptcy in Oregon
--------------------------------------------------------
Michael Rose, writing for the Statesman Journal, reports that Dan
Berrey, a Central Oregon businessman, filed for Chapter 11
bankruptcy Oct. 11 with the U.S. Bankruptcy Court in Portland,
listing assets of $0 to $50,000 and liabilities of $50 million to
$100 million.

The report notes Mr. Berrey said the Chapter 11 filing was a
"personal bankruptcy," not a business bankruptcy.

"The majority of the debt is related to personal guarantees that I
have done for some projects," Mr. Berrey said, according to the
report.  "But, again, it's not a business bankruptcy."

According to the report, the largest creditor listed in bankruptcy
papers was First Citizens Bank & Trust, which is seeking $41.8
million for a bank loan and judgment.  First Citizens Bank was the
primary lender on The Meridian, a mixed-use project on at 777
Commercial St. SE in Salem.  Mr. Berrey was the Meridian's
developer as well as an investor in the six-story building,
originally planned as a residential condo project.  The Meridian
opened in 2009, but soon hit financial snags.  In 2012, Killian
Pacific, a prominent developer in Portland and southwest
Washington, purchased The Meridian and has converted the property
into upscale apartments.


DETROIT, MI: Fee Examiner Starts Review of Bills
------------------------------------------------
Steven Church, writing for Bloomberg News, reports that Robert
Fishman, 59, of Shaw Fishman Glantz & Towbin LLC in Chicago, the
fee examiner appointed in the city of Detroit's Chapter 9
municipal bankruptcy, received his first batch of bills to review
on Oct. 21.

Mr. Fishman's job is to inspect and approve, or reject, bills from
bankruptcy lawyers and other professionals working on the case.
According to Bloomberg, so far total the bills total about $19
million and may reach $60 million under contracts approved by the
city.

Bloomberg notes Detroit's proposal to cut pensions for municipal
workers has already stirred protest, so expenses will be a
sensitive subject even if they come in far below what comparable
business bankruptcies cost, and nowhere near the $2 billion tab in
the biggest corporate case.

"I don't envy Bob.  He's got a difficult job," said attorney
Robert J. Keach, who reviews fees in the AMR Corp. bankruptcy and
has worked with Mr. Fishman, a friend, according to the Bloomberg
report.  "You are just going to have a heightened level of
scrutiny."

Bloomberg notes Mr. Fishman, a past president of the American
Bankruptcy Institute, is the only fee examiner appointed in the
recent spate of large municipal bankruptcies, including cases in
California and Alabama.

Bloomberg also notes that U.S. Bankruptcy Judge Steven Rhodes, 64,
who is presiding over the Detroit case, has instructed lawyers and
other advisers to submit their first set of bills Oct. 21, and to
include details explaining what they did and how long it took,
broken down into six-minute increments where necessary.  Detroit
has agreed to pay 85 percent of the monthly bills and withhold the
rest while Mr. Fishman prepares a preliminary report about each
firm.  If Mr. Fishman finds that a firm overcharged, or didn't
supply enough details about a fee, the firm can appeal to the
judge. The remaining 15 percent of the fees are paid after any
disputes are resolved.

Mr. Fishman charges $600 an hour for his work.

                    About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.


DISCOVERY CHARTER: S&P Lowers Rating on $13.445MM Bonds to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
Philadelphia Authority for Industrial Development, Pa.'s
$13.445 million Discovery Charter School project revenue bonds,
series 2012 to 'BB+' from 'BBB-'.  At the same time, S&P removed
the rating from CreditWatch, where it had been placed on March 27,
2013, with negative implications.  The outlook is negative.

"The downgrade reflects the possibility Discovery Charter School
will have to lower its enrollment following the School District of
Philadelphia's announcement that it is not granting enrollment
increases to charter schools and the possibility that lower
enrollment levels will create financial distress," said Standard &
Poor's credit analyst Sharon Gigante.

Discovery Charter School was projecting enrollment growth of 135
students, but the SDP informed Discovery that it will not renew
the school's charter with the additional 135 students.  The
school's prior charter expired in June 2013, and it is refusing to
sign the SDP's new charter because of the enrollment cap.
However, Discovery continues to enroll the students and request
per pupil funding from the State Department of Education (PDE)
despite the nonrenewal status of its charter.

The negative outlook reflects the SDP's nonrenewal of the school's
charter.  Standard & Poor's is concerned with the school's
inability to meet future debt service if it must lower enrollment
to 620 following reauthorization under a new charter or be forced
to reimburse the SDP for funds collected above the charter amount.
The school is appealing the SDP's decision to the State Charter
Appeal Board, but the timing and the ultimate outcome of the
appeal are unknown at this time.

There is a lot of uncertainty surrounding the SDP's future
actions, if any, against schools that are operating over existing
enrollment caps, and the impact that future actions could have on
the schools financial position if the school had to reimburse the
SDP for these excess funds or lower enrollment.


DOVE INC: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Dove, Inc.
        580 Martin Luther King Boulevard
        Newark, NJ 07102

Case No.: 13-33021

Chapter 11 Petition Date: October 21, 2013

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

Judge: Hon. Rosemary Gambardella

Debtor's Counsel: David Edelberg, Esq.
                  NOWELL AMOROSO KLEIN BIERMAN, P.A.
                  155 Polifly Road
                  Hackensack, NJ 07601
                  Tel: (201) 343-5001
                  Fax: 201-343-5181
                  Email: dedelberg@njbankruptcy.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Carolyn Whigham, president.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb13-33021.pdf


DUMA ENERGY: Inks Indemnification Pacts with Officers & Directors
-----------------------------------------------------------------
The Board of Directors of Duma Energy Corp. authorized management
on behalf of the Company to enter into individual indemnification
agreements with the directors and officers of the Company.

The Indemnification Agreements are based on a determination by the
Board that it is in the best interests of the Company and its
stockholders that the Company facilitate its ability to attract
and retain highly competent individuals to serve as directors and
officers by contractually obligating itself to indemnify, and to
advance expenses on behalf of, directors and officers to the
fullest extent permitted by applicable law so that directors and
executive officers will serve or continue to serve the Company
free from undue concern that they will not be indemnified.  The
Company anticipates that it would enter into substantially similar
Indemnification Agreements with any new directors or officers.

                   Ratifies CEO & CFO Employments

On Oct. 10, 2013, the Board of the Company ratified employment
agreements between the Company and each of Jeremy Glenn Driver
(the Company's president and chief executive officer) and Sarah
Berel-Harrop (the Company's secretary and chief financial
officer), each such agreement with an effective date of Oct. 1,
2013.

Pursuant to the employment agreement with Mr. Driver, Mr. Driver
will serve as the Company's president and chief executive officer
and will be paid a base salary of $175,000 per year.  The
agreement has a one year term that will be automatically extended
for consecutive one year terms unless written notice not to extend
is provided by either the Company or Mr. Driver pursuant to the
terms of the agreement.

Pursuant to the employment agreement with Ms. Berel-Harrop, Ms.
Berel-Harrop will serve as the Company's secretary and chief
financial officer and will be paid a base salary of $150,000 per
year.  The agreement has a one year term that will be
automatically extended for consecutive one year terms unless
written notice not to extend is provided by either the Company or
Ms. Berel-Harrop pursuant to the terms of the agreement.

                         About Duma Energy

Corpus Christi, Tex.-based Duma Energy Corp. --
http://www.duma.com/-- formerly Strategic American Oil
Corporation, is a growth stage oil and natural gas exploration and
production company with operations in Texas, Louisiana, and
Illinois.  The Company's team of geologists, engineers, and
executives leverage 3D seismic data and other proven exploration
and production technologies to locate and produce oil and natural
gas in new and underexplored areas.

Duma Energy incurred a net loss of $4.57 million for the year
ended July 31, 2012, compared with a net loss of $10.28 million
during the prior fiscal year.  For the nine months ended April 30,
2013, the Company incurred a net loss of $39.23 million on $5.10
million of revenues.   As of April 30, 2013, the Company had
$25.78 million in total assets, $15.47 million in total
liabilities and $10.30 million in total stockholders' equity.


DUMA ENERGY: Kent Watts Appointed New Board Chairman
----------------------------------------------------
The Board of Directors of Duma Energy Corp. accepted the
resignation of Jeremy Glenn Driver as Chairman of the board of
directors of the Company, effective as of Oct. 11, 2013.  Mr.
Driver continues to serve as president, chief executive officer
and a director of the Company.  Concurrent with the resignation of
Mr. Driver as Chairman of the board of directors, the board of
directors of the Company appointed Kent Watts as a director and
Chairman of the board of directors and Pasquale Scaturro as a
director of the Company.

Kent Watts

Mr. Watts is currently and has been chairman and chief executive
officer of Hydrocarb Corporation since November 2009.  Hydrocarb
owns rights in a 21,000 square kilometer oil and gas concession
onshore the country of the Republic of Namibia with a northern
BORDER=0 of Angola.  The company has subsidiaries in Windhoek,
Namibia and Abu Dhabi, UAE.  Its subsidiary, Otaiba Hydrocarb LLC
in the UAE, holds an oil field services license approved by the
Supreme petroleum council of the UAE.

Between June 1997 and October 2009 he was the founder, Chairman,
and Chief Executive Officer for Hyperdynamics Corporation
(NYSE:HDY).  In 2002 he led Hyperdynamics' transition as an oil
and gas exploration company when his team secured a Production
Sharing Contract (PSC) for the offshore of the Republic of Guinea
(a 31,000 square mile area) that included exclusive petroleum
exploration and exploitation rights.  In 2005 he managed the
process for Hyperdynamics to become listed on the American Stock
Exchange (now the NYSE MKT).  Based on substantial work performed
under the 2002 PSC, between October 2005 and September 2006 a new
2006 PSC replacing the 2002 PSC was negotiated and entered into
between Hyperdynamics and the Republic of Guinea.

In 2006 Mr. Watts became the Founder and Chairman of American
Friends of Guinea (AFG), a non-profit organization.  He remains
Chairman of AFG.  He holds a BBA from the University of Houston
and he is a licensed Certified Public Accountant and Real Estate
Broker in the State of Texas.

Pasquale Scaturro

Mr. Scaturro is a geophysicist and geologist with 29 years of
experience in the oil and gas industry.  His areas of experience
include oil and gas exploration and development, prospect
evaluation, 2-D and 3-D seismic survey program design, parameter
selection, data acquisition, processing, detailed seismic
workstation interpretation, prospect evaluation, project planning,
and GIS and data base design.  Mr. Scaturro's International
experience includes projects in the Middle East, Africa, Russia
and other former Soviet Union countries, Asia and South America.
Mr. Scaturro has substantial training and mentoring experience
around the world.

From January 2012 to present, Mr. Scaturro has served as president
and chief operating officer for Hydrocarb Corporation, an upstream
oil and gas exploration company.  Hydrocarb owns rights in a
21,000 square kilometer oil and gas concession onshore the country
of the Republic of

Namibia with a northern BORDER=0 of Angola.  From January 2010 to
December 2011 he served as president for ESI, Inc., of Denver
Colorado, a geological consulting company.  From January 1992 to
December 2009 he served as president for Exploration Specialists,
Inc., Denver, Colorado.

Mr. Scaturro also served as a director for Hyperdynamics
Corporation (NYSE:HDY) from April 2009 until December 2009. Past
experience includes Senior Geophysicist for Amoco Production
Company and McMoRan Oil and Gas Company.  Mr. Scaturro has a B.S.
Geology/Geophysics degree from Northern Arizona State University.

As a result, the Company's current directors and Executive
Officers are as follows:

     Name                            Position
  ----------------      ----------------------------------------
Jeremy G. Driver        President, Chief Executive Officer and a
                        director

Kent P. Watts           Director and Chairman of the board of
                        directors

John E. Brewster, Jr.   Director

Leonard Garcia          Director

Chris Herndon           Director

Pasquale Scaturro       Director

Sarah Berel-Harrop      Secretary, Treasurer and Chief Financial
                        Officer

                          About Duma Energy

Corpus Christi, Tex.-based Duma Energy Corp. --
http://www.duma.com/-- formerly Strategic American Oil
Corporation, is a growth stage oil and natural gas exploration and
production company with operations in Texas, Louisiana, and
Illinois.  The Company's team of geologists, engineers, and
executives leverage 3D seismic data and other proven exploration
and production technologies to locate and produce oil and natural
gas in new and underexplored areas.

Duma Energy incurred a net loss of $4.57 million for the year
ended July 31, 2012, compared with a net loss of $10.28 million
during the prior fiscal year.  For the nine months ended April 30,
2013, the Company incurred a net loss of $39.23 million on $5.10
million of revenues.   As of April 30, 2013, the Company had
$25.78 million in total assets, $15.47 million in total
liabilities and $10.30 million in total stockholders' equity.


DUMA ENERGY: Completes First Well in Galveston Bay
--------------------------------------------------
Duma Energy Corp. has successfully started production from the
first project in its 18-well development program in Galveston Bay,
Texas.  The Trinity Bay State Unit #37 is currently flowing an
average of 89 barrels of oil per day (bopd).  At current oil
prices and production rate, this will realize Duma more than $2
million in additional annual revenue.

The program entails laying modern flow lines to re-establish
production from three wells in the northern portion of Trinity Bay
Field, one of four oil fields that Duma operates in its 18,000-
acre Galveston Bay portfolio.  It is anticipated that additional
wells will be brought into production in the next 60 days,
significantly increasing company cash flow.

The Company's development plan is focused on wells with low
mechanical and geological risk enabling rapid project payout.
Upon completion of the current 18 development projects, it is
projected that an additional 1,000 - 1,200 gross boepd will be
brought online.  This will more than triple the Company's current
Galveston Bay production, providing capital for new exploratory
wells in the Bay as well as funding its international exploration
efforts.

Jeremy G. Driver, Duma's chief executive officer stated, "We are
extremely pleased with the recent results in Galveston Bay.  At
current production rates, the first Trinity Bay project will pay
out in only 24 days, allowing us to quicken the pace of additional
projects. Our plans are to pursue this strategy as we continue to
explore for billion-barrel potential in our 5.3 million acre
concession in Namibia and elsewhere."

                         About Duma Energy

Corpus Christi, Tex.-based Duma Energy Corp. --
http://www.duma.com/-- formerly Strategic American Oil
Corporation, is a growth stage oil and natural gas exploration and
production company with operations in Texas, Louisiana, and
Illinois.  The Company's team of geologists, engineers, and
executives leverage 3D seismic data and other proven exploration
and production technologies to locate and produce oil and natural
gas in new and underexplored areas.

Duma Energy incurred a net loss of $4.57 million for the year
ended July 31, 2012, compared with a net loss of $10.28 million
during the prior fiscal year.  For the nine months ended April 30,
2013, the Company incurred a net loss of $39.23 million on $5.10
million of revenues.   As of April 30, 2013, the Company had
$25.78 million in total assets, $15.47 million in total
liabilities and $10.30 million in total stockholders' equity.


EAST SLOPE: West Mountain Ski Center Mortgage to Be Auctioned
-------------------------------------------------------------
Michael DeMasi, writing for Albany Business Review, reports that
one of the mortgages on the bankrupt West Mountain Ski Center in
Queensbury, New York, was to be auctioned online Oct. 22,
according to a listing on auction.com.  The starting bid in the
auction is $100,000. The auction ends Oct. 24.

According to the report, Zions First National Bank of Utah is one
of the creditors in a Chapter 11 bankruptcy petition that East
Slope Holdings LP, the ski center's owner, filed in June.
According to the petition, Zions First National Bank has a
$400,000 claim against East Slope Holdings.  The auction.com
listing indicates there is a $343,375 balance on the original
$433,000 loan.

The report notes the ski center consists of just over 365 acres at
59 West Mountain Road in the town of Queensbury, outside Glens
Falls.  If the mortgage is sold at auction, the new owner would
become a creditor in the bankruptcy case, said Richard L. Weisz,
an Albany attorney who represents East Slope Holdings.

The report also relates Mr. Weisz said the bankruptcy plan, which
has yet to be approved by the court, calls for the mortgages to be
made current.

The report says East Slope Holdings also owes Newtek Small
Business Finance Inc. in New York City $1.4 million pursuant to a
mortgage.  That amount is being disputed.

East Slope Holdings is leasing West Mountain to a group of
investors called Apex Capital LLC that intend to re-open the ski
center this winter.

East Slope Holdings LP, owner of the West Mountain Ski Area near
Glens Falls, New York, filed a petition for Chapter 11 protection
(Bankr. N.D.N.Y. Case No. 13-11572) on June 20, 2013, in Albany,
New York.  The facility disclosed assets of $1.8 million and debt
totaling $4.8 million.


EASTMAN KODAK: AlixPartners Seeks $3-Mil. Fee for Restructuring
---------------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
AlixPartners is asking for a $3 million completion fee for its
work on Eastman Kodak Co.'s Chapter 11 case, which saw the former
photography heavyweight cut down to a seller of printers and
business services.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a reorganization plan
offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.

U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August
20, 2013.  Kodak and its affiliated debtors officially emerged
from bankruptcy protection on Sept. 3, 2013.

Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel,
Jason New and Derek Smith became members of Kodak's new board of
directors as of Sept. 3, 2013.  Existing directors James V.
Continenza, William G. Parrett and Antonio M. Perez will continue
their service as members of the new board.


EDISON MISSION: Oct. 24 Hearing on Exclusivity Extension
--------------------------------------------------------
Edison Mission Energy arranged an Oct. 24 hearing at 9:00 a.m.
with the U.S. Bankruptcy Court in Chicago to seek another
extension of their exclusive periods to file and solicit
acceptances of a plan of reorganization.

According to papers filed by the Debtors, since the filing of the
Chapter 11 cases approximately 10 months ago, the Debtors'
restructuring campaign has been a model of value-maximization,
consensus-building, and positive steps toward a successful
emergence from chapter 11.

While much work remains to be done beyond the current expiration
of the Debtors' exclusive periods to bring the Debtors'
restructuring toward a successful conclusion, the Debtors are well
on their way.  On Oct. 18, the Debtors announced a plan sponsor
Transaction contemplating the acquisition by NRG Energy, Inc., of
substantially all of the assets of Edison Mission Energy,
including interests in almost all of its Debtor and non-Debtor
subsidiaries.

The proposed plan sponsor transaction provides an outline for a
chapter 11 plan supported by all of the Debtors' major
stakeholders -- including NRG, the official committee of unsecured
creditors, a group of holders of over 45 percent of the amount of
EME's senior unsecured notes (the "Supporting Noteholders"), and a
group of stakeholders with interests in the Powerton-Joliet
leveraged leases and related agreements ("PoJo Parties").

The Debtors intend to file the plan (together with a disclosure
statement and other related pleadings) on or before Nov. 15, 2013.

The Debtors seek a further consensual extension of the exclusive
period to file the Plan, through and including the earlier of (a)
June 17, 2014 and (b) 30 days after any valid termination of the
Plan Sponsor Agreement; and the exclusive period to solicit
acceptances of that Plan through and including the earlier of (a)
August 17, 2014 and (b) 30 days after any valid termination of the
Plan Sponsor Agreement.

                      About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

The Debtors other than Camino Energy Company are represented by
David R. Seligman, Esq., at Kirkland & Ellis LLP; and James H.M.
Sprayragen, Esq., at Kirkland & Ellis LLP.  Counsel to Debtor
Camino Energy Company is David A. Agay, Esq., at McDonald Hopkins
LLC.

Perella Weinberg Partners is acting as the Debtors' financial
advisor and McKinsey & Company Recovery and Transformation
Services is acting as restructuring advisor.  GCG, Inc., is the
claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at Perkins Coie LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.

EME said it doesn't plan to emerge from Chapter 11 until
December 2014 to receive benefits from a tax-sharing agreement
with parent Edison International Inc.


EDISON MISSION: Oct. 24 Hearing on NRG Plan Sponsor Agreement
-------------------------------------------------------------
Edison Mission Energy will appear at a hearing Oct. 24 at 9:00
a.m. in the U.S. Bankruptcy Court in Chicago to seek approval of a
plan sponsor agreement with NRG Energy Inc.

NRG Energy on Oct. 18 disclosed it has entered into a plan sponsor
agreement with Edison Mission Energy, certain of EME's
subsidiaries, the unsecured creditors committee, certain of
EME's unsecured noteholders, and the parties to the Powerton and
Joliet sale leaseback transaction to acquire substantially all of
the assets of EME, including its equity interests in certain of
its subsidiaries, for an aggregate purchase price of $2,635
million (or $1,572 million net of $1,063 million retained cash
within EME).

The aggregate purchase price, which is subject to certain post-
closing adjustments, will consist of approximately 12.7 million
shares of NRG common stock (valued at $350 million based upon the
volume-weighted average trading price of the 20 trading days prior
to October 18, 2013) with the balance to be paid in cash on hand.
In connection with the transaction, NRG will also assume non-
recourse debt of approximately $1,545 million, of which $273
million is associated with assets designated as Non-Core Assets
pursuant to the asset purchase agreement.

EME and NRG have entered into an asset purchase agreement, dated
October 18, 2013.  The acquisition and transactions contemplated
in the purchase agreement will be consummated as part of an EME
Chapter 11 plan of reorganization to be sponsored by NRG.  Each of
EME's major stakeholders has agreed to support and pursue a
Chapter 11 plan sponsored by NRG.

The assets to be acquired include:

   -- EME's generation portfolio, which consists of nearly
      8,000 net MW of generation capacity located throughout
      the US

   -- 1,700 MW of wind capacity

   -- 1,600 MW of gas-fired capacity

   -- 4,300 MW of coal-fired capacity

   -- 400 MW of oil and waste coal-fired capacity

   -- Edison Mission Marketing and Trading, a proprietary trading
      and asset management platform

The proposed plan sponsor transaction provides an outline for a
chapter 11 plan supported by all of the Debtors' major
stakeholders -- including NRG, the official committee of unsecured
creditors, a group of holders of over 45 percent of the amount of
EME's senior unsecured notes (the "Supporting Noteholders"), and a
group of stakeholders with interests in the Powerton-Joliet
leveraged leases and related agreements ("PoJo Parties").

The Plan Sponsor Agreement also contemplates that Supporting
Noteholders holding at least 66-2/3% of the aggregate face amount
of the Notes will execute the Plan Sponsor Agreement on or after
Nov. 6, 2013.

The Debtors intend to file the plan (together with a disclosure
statement and other related pleadings) on or before Nov. 15, 2013.

If the Debtors do not consummate the sale with NRG, they will be
required to pay a breakup fee of $65 million plus NRG's reasonable
and documented out-of-pocket expenses.

EME will also retain and control claims and causes of action
against Edison International and other related parties.

Carsten Woehrn from J.P. Morgan Securities LLC, the Debtors'
investment banker and financial co-advisor, said entering into the
Plan Sponsor Agreement is appropriate under the circumstances to
ensure that a viable and value-maximizing restructuring
alternative is secured.

Baker Botts LLP is serving as legal counsel to NRG.  Barclays
Capital Inc. and Deutsche Bank Securities Inc. are acting as
financial advisors to NRG.

                      About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

The Debtors other than Camino Energy Company are represented by
David R. Seligman, Esq., at Kirkland & Ellis LLP; and James H.M.
Sprayragen, Esq., at Kirkland & Ellis LLP.  Counsel to Debtor
Camino Energy Company is David A. Agay, Esq., at McDonald Hopkins
LLC.

Perella Weinberg Partners is acting as the Debtors' financial
advisor and McKinsey & Company Recovery and Transformation
Services is acting as restructuring advisor.  GCG, Inc., is the
claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at Perkins Coie LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.

EME said it doesn't plan to emerge from Chapter 11 until
December 2014 to receive benefits from a tax-sharing agreement
with parent Edison International Inc.


EDISON MISSION: Begins Claims Analysis & Reconciliation Process
---------------------------------------------------------------
Edison Mission Energy disclosed in papers filed with the
bankruptcy court in Chicago that since the passing of the deadline
for filing of proofs of claim on June 17, 2013 (with respect to
the 17 Debtors that commenced their cases in December 2012), the
Debtors and their advisors have been working through their claims
analysis and reconciliation process.

The Debtors said this is "no small feat" given the nearly 3,000
scheduled and filed claims totaling over $10.5 billion.

The Debtors also said the eventual plan of reorganization will
depend on their analysis of claims against and belonging to their
estates.

In addition to negotiating the withdrawal of many claims, the
Debtors recently filed their first four omnibus claims objections
(including Late-Filed Claims, Duplicative Claims, Insufficient
Documentation Claim, Non-Debtor Claims, and Reclassification
Claim) and already obtained approval of the first three.

For the remaining three Debtors that commenced their cases in May
2013, the October 29 bar date has not yet passed, so the nature
and amount of those Debtors' claims remain mostly unknown.

The Debtors also disclosed that investigation is ongoing with
respect to the significant potential claims of the Debtors'
estates against parent Edison International Inc. The
investigation, now spanning over eight months, has so far entailed
the review of approximately 150,000 documents consisting of over
1,000,000 pages produced by EIX, three depositions of key EIX
personnel, and the painstaking production of a nearly complete,
comprehensive assessment of the legal and factual bases for
potentially available causes of action against EIX.

Once finished, the results of the investigation will inform the
Debtors' strategic decision-making regarding how to pursue
these claims and, along with claims against the Debtors' estates,
how to treat them under the reorganization plan.

                      About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

The Debtors other than Camino Energy Company are represented by
David R. Seligman, Esq., at Kirkland & Ellis LLP; and James H.M.
Sprayragen, Esq., at Kirkland & Ellis LLP.  Counsel to Debtor
Camino Energy Company is David A. Agay, Esq., at McDonald Hopkins
LLC.

Perella Weinberg Partners is acting as the Debtors' financial
advisor and McKinsey & Company Recovery and Transformation
Services is acting as restructuring advisor.  GCG, Inc., is the
claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at Perkins Coie LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.

EME said it doesn't plan to emerge from Chapter 11 until
December 2014 to receive benefits from a tax-sharing agreement
with parent Edison International Inc.


EL FARMER: Court Grants Use of PR Asset's Cash Collateral
---------------------------------------------------------
The U.S. Bankruptcy Court granted El Farmer, Inc.'s motion to use
cash collateral of creditor PR Asset Portfolio 2013-1
International LLC, which funds are currently in Suiza Dairy,
Inc.'s possession as well as those that become in Suiza Dairy's
possession.  The allowed use is up to and including an amount not
to exceed $167,928 for the month of September 2013.  From these
net proceeds, Suiza Dairy shall deduct and pay directly to PR
Asset the amount of $39,061.

In addition, Suiza Dairy shall make the payment of the net
proceeds of the Debtors' sale of milk thereto, minus the amount
paid to PR Asset, directly with supporting evidence of the use of
the funds.

                          About El Farmer

El Farmer, Inc., filed a Chapter 11 petition (Bankr. D.P.R. Case
No. 12-09687) in Old San Juan, Puerto Rico on Dec. 7, 2012.  The
Debtor scheduled $18.3 million in assets and $12.0 million in
liabilities, including $11.0 million owed to secured creditor
Banco Popular De Puerto Rico.  The Debtor owns farm lands in
Isabela, Puerto Rico.  Modesto Bigas Mendez, Esq., at Bigas &
Bigas, in Ponce, P.R., represents the Debtor as counsel.


EMPIRE DIE: Taps Amherst as Restructuring Consultant
----------------------------------------------------
Empire Die Casting Co., Inc., seeks authority from the U.S.
Bankruptcy Court for the Northern District of Ohio, Eastern
Division, to employ Amherst Consulting, LLC, as restructuring
consultant.

The Debtor has retained Amherst Consulting as its restructuring
consultant since May 24, 2013.  Following the Petition Date, the
Debtor seeks to continue to employ the firm to retain the skilled
strategic services of Scott A. Eisenberg as chief restructuring
officer and Brian Phillips as deputy CRO, along with the services
of other Amherst professionals that Messrs. Eisenberg and Phillips
have used for assistance in their duties.

Under the engagement agreement with Amherst Consulting, the firm's
fees for developing a buyer list and preparing a memorandum of
sale for the Debtor will be based on hourly rates plus out-of-
pocket expenses incurred.  The firm's hourly rates range from $100
per hour for paraprofessionals to $350 for partners.

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.

For Amherst Consulting's services, the Debtor has paid Amherst
$413,116 prepetition.  The Debtor has also paid the firm a
prepetition retainer of $15,000 under the terms of an engagement
agreement.

Macedonia, Ohio-based Empire Die Casting Co., Inc., sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 16,
2013 (Case No. 13-52996, Bankr. N.D. Ohio).  The case is before
Judge Marilyn Shea-Stonum.

The Debtor is represented by Kate M Bradley, Esq., and Marc
Merklin, Esq., at BROUSE MCDOWELL, LPA, in Akron, Ohio.

The Debtor discloses estimated assets of $10 million to $50
million and estimated liabilities of $1 million to $10 million.

The petition was signed by Robert Hopkins, president.


EMPIRE DIE: Employs Amherst Capital as Investment Bankers
---------------------------------------------------------
Empire Die Casting Co., Inc., seeks authority from the U.S.
Bankruptcy Court for the Northern District of Ohio, Eastern
Division, to employ Amherst Capital Partners, LLC, as investment
banker.

Under the engagement agreement with Amherst Capital, the firm will
be paid an hourly rate ranging from $100 for paraprofessionals to
$350 for partners.  In addition to the hourly rates, the Debtor
will pay the firm $5,000 per month to market the Debtor for sale.
In the event a transaction is consummated, the firm will be paid a
fee at closing equal to 3.0% of the consideration received, but
not less than $300,000.  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.  The Debtor has paid Amherst Capital $26,255 prepetition.

Macedonia, Ohio-based Empire Die Casting Co., Inc., sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 16,
2013 (Case No. 13-52996, Bankr. N.D. Ohio).  The case is before
Judge Marilyn Shea-Stonum.

The Debtor is represented by Kate M Bradley, Esq., and Marc
Merklin, Esq., at BROUSE MCDOWELL, LPA, in Akron, Ohio.

The Debtor discloses estimated assets of $10 million to $50
million and estimated liabilities of $1 million to $10 million.

The petition was signed by Robert Hopkins, president.


ENERGY FUTURE: In Talks with Creditors on Possible Restructuring
----------------------------------------------------------------
Energy Future Holdings Corp., Energy Future Competitive Holdings
Company LLC, Texas Competitive Electric Holdings Company LLC, and
Energy Future Intermediate Holding Company LLC executed
confidentiality agreements in September and October 2013 with
certain unaffiliated holders of first lien senior secured claims
against EFCH, TCEH and certain of TCEH's subsidiaries, certain
unaffiliated holders of unsecured claims against EFIH and a
significant creditor with claims against TCEH, EFCH, EFIH and EFH
Corp., to facilitate discussions concerning the Companies'
potential restructuring.

As part of an ongoing liability management program commenced in
late 2009, EFH Corp. and certain of its subsidiaries have explored
ways to reduce the amount and extend the maturity of their
outstanding debt.  Since 2009, as previously disclosed, the
Companies have captured $2.5 billion of debt discount and extended
the maturities of approximately $25.7 billion principal amount of
debt to 2017-2021.  Although the Companies do not have material
debt maturities until October 2014, the Companies have continued
to consider and evaluate a number of transactions and initiatives
to address their highly leveraged balance sheets and significant
cash interest requirements.

During discussions regarding the Restructuring, certain groups of
creditors made proposals, each would have resulted in a pre-
negotiated restructuring of EFCH's approximately $32.2 billion
principal amount of debt, EFH Corp.'s approximately $650 million
principal amount of debt and EFIH's approximately $7.6 billion
principal amount of debt.  To effect the Restructuring, the
Proposals contemplated that some combination of EFH Corp. and
certain of its subsidiaries would implement a plan of
reorganization by commencing voluntary cases under Chapter 11 of
the United States Bankruptcy Code.  The confirmation of the plan
of reorganization in those cases would be subject to applicable
regulatory approvals.  Each of the Proposals contemplated that
after the Restructuring EFH Corp. would continue to hold all of
the equity interests in EFCH and EFIH; EFCH would continue to hold
all of the equity interests in TCEH; and EFIH would continue to
hold all of the equity interests in Oncor Holdings.

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

                         http://is.gd/khpJNi

            About Energy Future Holdings, fka TXU Corp.

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

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

                Restructuring Talks With Creditors

In April 2013, Energy Future Holdings Corp., Energy Future
Competitive Holdings Company, Texas Competitive Electric Holdings
Company LLC, and Energy Future Intermediate Holding Company LLC
confirmed in a regulatory filing that they are in restructuring
talks with certain unaffiliated holders of first lien senior
secured claims concerning the Companies' capital structure.

The Companies expect to continue to explore all available
restructuring alternatives to facilitate the creation of
sustainable capital structures for the Companies and to otherwise
attempt to address the Creditors' concerns with the Restructuring
Proposal and Sponsor Proposal.

The Companies have retained Kirkland & Ellis LLP and Evercore
Partners to advise the Companies with respect to the potential
changes to the Companies' capital structure and to assist in the
evaluation and implementation of other potential restructuring
options.

The Creditors have retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Millstein & Co., L.P. to advise the Creditors and
to assist in the Creditors' evaluation of potential restructuring
options involving the Companies.

According to a Wall Street Journal report, people familiar with
the matter said Apollo Global Management LLC, Oaktree Capital
Management, Centerbridge Partners and GSO Capital Partners, the
credit arm of buyout firm Blackstone Group LP, all hold large
chunks of Energy Future Holdings' senior debt.  Many of these
firms belong to a group being advised by Jim Millstein, a
restructuring expert who helped the U.S. government revamp
American International Group Inc.

According to the Journal, people familiar with Apollo's thinking
said Apollo recently enlisted investment bank Moelis & Co. for
additional advice to ensure it gets as much attention as possible
on the case given its large debt holdings.


ELITE PHARMACEUTICALS: Has $1 Million Loan Agreement with CEO
-------------------------------------------------------------
Elite Pharmaceuticals, Inc., has entered into a credit line
agreement with Nasrat Hakim, Elite's president and chief executive
officer.  Pursuant to this agreement, Mr. Hakim has agreed to
provide to Elite a line of credit not to exceed $1,000,000.
Proceeds will be used to support Elite's acceleration of product
development activities.

The Loan carries an annual interest rate of 10 percent, with that
interest to be paid quarterly.  The Loan will mature on June 30,
2015.  Elite may prepay any amounts of the Loan without penalty.
Elite may borrow, repay, and reborrow under the Loan.

Mr. Hakim stated that "this credit line matches the credit line
already extended by our Chairman, Mr. Jerry Treppel, and when
combined with the previously established Lincoln Park equity line,
is another step in our endeavor to secure the critical mass
financing which is required for the further development and
eventual commercialization of products utilizing Elite's patented
abuse resistant technology.  I firmly believe in the superiority
of Elite's technology and am grateful to Elite's Board for
allowing me to demonstrate my confidence by providing much needed
funding to help Elite achieve its potential."

                    About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Elite Pharmaceuticals reported net income attributable to common
shareholders of $1.48 million on $3.40 million of total revenues
for the year ended March 31, 2013, as compared with a net loss
attributable to common shareholders of $15.05 million on $2.42
million of total revenues for the year ended March 31, 2012.  The
Company's balance sheet at June 30, 2013, showed $10.39 million in
total assets, $16.79 million in total liabilities, and a
$6.40 million total stockholders' deficit.

Demetrius Berkower LLC, in Wayne, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2013.  The independent auditors noted
that the Company has experienced significant losses resulting in a
working capital deficiency and shareholders' deficit.  These
conditions raise substantial doubt about its ability to continue
as a going concern.


FERRELLGAS LP: Moody's Rates New $325MM Unsecured Notes 'B2'
------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Ferrellgas
Partners, L.P.'s proposed $325 million senior unsecured notes due
2022.  Ferrellgas' other ratings and stable outlook were
unchanged.

Net proceeds from this offering will be used to tender for the
company's existing $300 million 9.125% notes due 2017 and to
partially pay down outstanding revolving credit facility
borrowings.

"While total debt increases by about $25 million, this transaction
improves Ferrellgas' debt maturity profile and will reduce future
interest cost burden," said Sajjad Alam, Moody's Analyst.

Issuer: Ferrellgas Partners, L.P.

Assignments:

  US$325 Million Senior Unsecured Regular Bond/Debenture, Assigned
  B2

  US$325 Million Senior Unsecured Regular Bond/Debenture, Assigned
  a range of LGD4, 61%

Ratings Rationale:

The new notes will be issued by Ferrellgas, LP (OLP), the same
entity that is the issuer of the current 2017 and 2022 notes. The
OLP's senior unsecured notes are rated B2, one notch below the CFR
because of the priority claim of the sizeable senior secured bank
facility, under Moody's Loss Given Default Methodology.

The B1 Corporate Family Rating (CFR) reflects Ferrellgas' improved
but still high financial leverage, the seasonal nature of propane
sales with significant dependency on cold winter months, and the
inherent risks of the Master Limited Partnership (MLP) business
model, which requires high cash distributions to unitholders. The
rating is favorably impacted by the partnership's substantial
scale and geographic diversification that facilitate cost
efficiencies in a fragmented industry, its utility-like services
that provide a base level of revenue, and a propane tank exchange
business (Blue Rhino) which generates complementary cash flows
during summer months. The B1 CFR also considers the increasing
customer conservation trends, the growing use of natural gas as a
competing source of energy, and the need to make acquisitions to
offset secularly declining volumes.

An upgrade is unlikely through mid-2014 given Ferrellgas' high
cash distribution burden and limited prospects for permanent debt
reduction. Moody's would look for consolidated leverage to settle
firmly below 5.0x and distribution coverage consistently above
1.1x prior to considering a positive rating action.

A downgrade could result if liquidity becomes more restrictive or
it becomes apparent that the debt to EBITDA ratio cannot be
sustained below 6.5x.


FERRELLGAS LP: S&P Rates $325MM Senior Unsecured Notes 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue rating
and '4' recovery rating to U.S. propane distributor Ferrellgas
L.P.'s $325 million senior unsecured notes offering due 2022.

Ferrellgas will use the proceeds to tender for its $300 million
9.125% senior unsecured notes due 2017, and partially pay down
outstanding revolving credit facility borrowings.  S&P views the
tender offer to be credit neutral because it reduces the
partnership's interest expense, but will slightly increase total
debt.  Ferrellgas is also extending its $400 million revolving
credit facility to 2018 and upsizing it to $500 million.

Kansas-based Ferrellgas L.P. is the operating limited partnership
of Ferrellgas Partners L.P. (FGP).  FGP is rated 'B' and the
outlook is positive.  S&P's 'B' corporate credit rating on
Ferrellgas L.P. is unchanged; the rating outlook is positive.

RATINGS LIST

Ferrellgas L.P.
Corporate Credit Rating                   B/Positive/--

New Rating

Ferrellgas L.P./Ferrellgas Finance Corp.
$325 Mil. Senior Unsec. Notes Due 2022    B
   Recovery Rating                         4


FREESEAS INC: Issues 5.5 Million Settlement Shares to Crede
-----------------------------------------------------------
FreeSeas Inc. issued and delivered to Crede CG III, Ltd.,
5,560,628 settlement shares pursuant to the terms of the Exchange
Agreement approved by the Supreme Court of the State of New York,
County of New York, on Oct. 9, 2013.  The order approved, among
other things, the terms and conditions of an exchange pursuant to
Section 3(a)(10) of the Securities Act of 1933, as amended, in
accordance with an Exchange Agreement between FreeSeas and Crede
in the matter entitled Crede CG III, Ltd. v. FreeSeas Inc., Case
No. 653328/2013.

The total number of shares of Common Stock to be issued to Crede
pursuant to the Exchange Agreement will equal the quotient of (i)
$11,850,000 divided by (ii) 78 percent of the volume weighted
average price of the Company's Common Stock, over the 75-
consecutive trading day period immediately following the first
trading day after the Court approved the Order, rounded up to the
nearest whole share.  About 5,059,717 of the Settlement Shares
were issued and delivered to Crede on Oct. 10, 2013.

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

                        http://is.gd/IUzhHg

                         About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed US$114.35 million in total assets, $106.55 million in
total liabilities and US$7.80 million in total shareholders'
equity.

RBSM 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
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.


FREDERICK'S OF HOLLYWOOD: Hikes Revolving Line of Credit to $35MM
-----------------------------------------------------------------
Frederick's of Hollywood Group Inc., FOH Holdings, Inc.,
Frederick's of Hollywood, Inc., Frederick's of Hollywood Stores,
Inc., and Hollywood Mail Order, LLC, entered into a Fourth
Amendment to that certain Credit and Security Agreement, dated as
of May 31, 2012, by and among the Borrowers, Salus CLO 2012-1,
Ltd., and Salus Capital Partners, LLC, which, among other things,
provides for an increase in the revolving line of credit provided
for under the Credit Agreement by $11,000,000, from $24,000,000 to
$35,000,000.

The $11,000,000 will be loaned to the Borrowers by the Lender,
with $5,000,000 having been advanced on Oct. 10, 2013, and the
remaining $6,000,000 to be advanced upon consummation of a
proposed merger that would be effected as part of a "going
private" transaction.  The $5,000,000 advance is to be repaid on
April 10, 2014, if the Proposed Merger is not consummated by that
date, or May 31, 2015, if the Proposed Merger is consummated on or
before April 10, 2014.  The $6,000,000 advance, if made, plus any
additional amount that the Lender may elect to advance in its sole
discretion, is to be repaid on the Termination Date.

The unpaid principal of the Tranche A-2 Advance will bear
interest, payable monthly, in arrears, at an amount equal to the
LIBOR Rate in effect from time to time plus 11.5 percent per
annum, but not less than 14 percent per annum regardless of
fluctuations in the LIBOR Rate.  Following the consummation of the
Proposed Merger, so long as no Event of Default has occurred and
is continuing, a portion of the interest payable on the Tranche A-
2 Advance equal to 6 percent per annum will be capitalized,
compounded and added to the unpaid amount of the total obligations
due under the Salus Facility on each interest payment date and
will also accrue interest at the applicable rate and will be due
and payable in cash on the Termination Date.  The initial
$5,000,000 advance under the Tranche A-2 Advance will be used for
general corporate purposes and the $6,000,000 advance, if made, is
to be used for fees, expenses, costs and obligations incurred by
Borrowers in connection with the Proposed Merger.  In connection
with the $11,000,000 increase in the Salus Facility, the
requirement that the Borrowers must maintain a minimum of
$1,500,000 of availability under the Salus Facility that was
suspended until Oct. 31, 2013, has been reinstated as of the
Fourth Amendment Effective Date.

The Fourth Amendment also provides that, at the Borrowers'
request, the Maximum Line of Credit may be permanently increased
by up to $4,000,000, either in two $2,000,000 increases or one
$4,000,000 increase.  Any such increase in the Maximum Line of
Credit will be conditioned upon:

    (A) the Lender's receipt and approval of a revised Business
        Plan evidencing the proposed increase in the Maximum Line
        of Credit;

    (B) the absence of any Default or Event of Default;

    (C) payment by the Borrowers to the Lender of an origination
        fee in the amount of 1 percent of that increase in the
        Maximum Line of Credit; and

    (D) execution of documents to evidence any such increase, in
        form and substance acceptable to the Lender.

In connection with the Fourth Amendment, the Borrowers and the
Lender entered into a Supplemental Fee Letter that provides for
the Accordion Fee and also for an additional origination fee in an
amount equal to the greater of (i) $110,000, or (ii) 1 percent of
the aggregate amount funded by the Lender in respect of the
Tranche A-2 Advance, payable by the Borrowers to the Lender in
cash as follows: (x) $50,000 of the Tranche A-2 Origination Fee
was paid in cash on the Fourth Amendment Effective Date, (y) the
balance of the Tranche A-2 Origination Fee ($60,000 plus 1.0
percent of any incremental amount elected to be advanced by the
Lender under the Tranche A-2 Advance in its sole discretion) will
be due and payable on the earliest of (A) the date on which the
Lender funds the balance of the Tranche A-2 Advance to the
Borrowers in connection with the consummation of the Proposed
Merger, (B) the occurrence of an Event of Default under the Credit
Agreement, or (C) April 10, 2014, if the Proposed Merger has not
occurred by that date.

The Fourth Amendment contains customary representations and
warranties, conditions and other provisions.

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

                       http://is.gd/epM1Vf

                  About Frederick's of Hollywood

Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.

Frederick's of Hollywood sought bankruptcy in July 10, 2000.  On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.

The Company incurred a net loss of $6.43 million on $111.40
million of net sales for the year ended July 28, 2012, compared
with a net loss of $12.05 million on $119.61 million of net sales
for the year ended July 30, 2011.  As of April 27, 2013, the
Company had $36.08 million in total assets, $46.35 million in
total liabilities and a $10.27 million total shareholders'
deficiency.


FREESEAS INC: Enters Into Term Sheet for $10 Million Investment
---------------------------------------------------------------
FreeSeas Inc., a transporter of dry-bulk cargoes through the
ownership and operation of a fleet of six Handysize vessels and
one Handymax vessel, on Oct. 22 disclosed that it has entered into
a non-binding term sheet with an institutional investor for an
investment of USD10 million into the Company through the issuance
of zero-dividend convertible preferred stock and warrants, subject
to certain terms and conditions.

Mr. Ion G. Varouxakis, Chairman, President and CEO, commented as
follows: "We are particularly pleased to announce that after our
recent extinguishment of bank debt amounting to USD30 million we
are now in the process of securing additional funds to be added on
our balance sheet as fresh working capital and growth capital.  We
look forward to using such capital for the repositioning of the
Company and towards executing on our plans for balance sheet turn
around, and income and revenue growth."

Upon signing the transaction documents, the Company will sell to
the Investor $1.5 million of units, each unit consisting of (i)
one share of Preferred Stock and (ii) a warrant to purchase one
share of stock for every share that the Preferred Stock is
convertible into.  The preferred stock issued in the Initial
Closing shall be convertible into common stock at the lower of (a)
the closing bid price of the common stock on the day before the
Initial Closing or (b) the price of the common stock on the day
after the registration statement is declared effective by the
Securities and Exchange Commission.

On the date after effectiveness of the registration statement, the
Company will sell to the Investor $8.5 million of Preferred Stock
and warrants.  The preferred stock issued in the Second Closing
shall be convertible into common stock at the closing bid price of
the common stock on the day of the Second Closing.

The warrants included in the units to be sold at the Initial
Closing and the Second Closing will allow the Investor, for five
years from the date of issuance, to purchase one share of common
stock for every share it could acquire upon exercise of the
securities received at such closing, exercisable at a price equal
to a 30% premium to the consolidated closing bid price on the day
prior to the Initial Closing and the Second Closing, as
applicable.  Investor may exercise such warrants by paying for the
shares in cash, or on a cashless basis by exchanging such warrants
for common stock using the Black-Scholes value, which is assumed
to have a volatility of 135%.  In the event that the Company's
common stock trades at a price 25% or more about the exercise
price of the warrants for a period of 20 consecutive days (with
average daily dollar volume at least equal to $1 million), the
Company may call the warrants for cash.

In addition, the Investor shall also receive a second five-year
warrant, exercisable for a period of 90 days, allowing it to
purchase one share of common stock for every two shares it could
acquire upon exercise of the securities received at such closing,
under the same terms as the warrant listed above.  All warrants
issued to the Investor shall not be exercisable by the Investor if
it results in the Investor owning more than 9.9% of the Company's
common stock.  The warrants shall contain customary anti-dilution
protection.

The Company will be required to file a registration statement with
the SEC within 20 days of the Initial Closing, registering the
common stock underlying the (i) Preferred Stock to be issued in
the Initial Closing and Second Closing and (ii) the warrants to be
issued to the Investor. The Company shall pay a penalty of 2% per
month for each month that the registration statement is not
declared effective after 90 days, but such penalties such cease
after six months, assuming the Investor is eligible to sell shares
under Rule 144.

The closing of the investment with the Investor is subject to
several conditions, including the successful negotiation of
transaction documents between the Company and the Investor, the
Company being fully-reporting with the SEC, the Company's common
stock being listed on The NASDAQ Stock Market and the Company
being in compliance with all listing requirements, the absence of
events of default under any financial agreement other than those
identified to the Investor; and other customary conditions for
this type of transaction.  In addition, the Second Closing is
conditioned upon the Company having the Registration Statement
effective with the SEC.

The Company will pay the Investor an expense reimbursement fee of
5% from the gross proceeds received at each closing.  In addition,
the Company is responsible for paying a non-refundable fee of
$75,000 to the Investor's legal counsel for the preparation of the
investment documents.  As well, the Investor shall have the right
to participate on the same terms as other investors, up to 25% of
the amount of any subsequent financing the Company enters into,
for a period of one year from the Second Closing.  Further, the
Company shall be prohibited from issuing additional common stock
or securities convertible into common stock for a period of 150
days from the later of the Initial Closing or the Second Closing,
except for issuances pursuant to acquisitions, joint ventures,
license arrangements, leasing arrangements, employee compensation
and the like.

The securities to be offered have not been registered under the
Securities Act of 1933, as amended, or any state securities laws,
and unless so registered, the securities may not be offered or
sold in the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and applicable state securities laws.  The
Company plans to offer and issue the preferred stock only to
accredited investors pursuant to Rule 506 promulgated under
Regulation D of the Securities Act.

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed US$114.35 million in total assets, $106.55 million in
total liabilities and US$7.80 million in total shareholders'
equity.

RBSM 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
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.


FRESH & EASY: Hearing to Approve Asset Sale Adjourned to Nov. 21
----------------------------------------------------------------
The Bankruptcy Court, according to Fresh & Easy Neighborhood
Market Inc., et al.'s case docket, entered an order scheduling all
hearings for Nov. 21, 2013, Dec. 18, Jan. 22, 2014 and Feb. 20.

The Court previously scheduled for an Oct. 15 hearing the Debtors'
motion for authorization to sell a substantial portion of the
assets including, but not limited to, certain leases of non-
residential real property.  At that hearing the Court also
considered the objections filed.

Brixmor Property Group, Inc., Federal Realty Investment Trust,
Thrifty Payless, Inc. and Rite Aid Corporation objected to the
sale motion, stating that they only object to a sale process that
does not adequately protect the Objecting Parties' due process,
legal and negotiated lease or other contract rights.

Brixmor and Federal are the owners or agents for the owners of
certain shopping centers at which Debtors operate retail grocery
stores pursuant to written leases which are affected by the relief
sought by the motion.  Thrifty is the assignor of various
leaseholds some of which are operated by Debtors and others of
which were previously closed.  The properties are also subject to
written leases.  Rite Aid is the purported guarantor of the leases
assigned by Thrifty and the beneficiary of guarantees and
leasehold mortgages executed by Debtors.

According to the Objecting Parties, the Debtors propose these
compressed timeline for the auction and hearing on the sale of
their assets:

   -- deadline to serve sale notice:    Oct. 22

   -- deadline to serve notice of
      assignment and proposed cure:     Not provided

   -- proposed deadline objection
      to assumption and assignment
      and for cure objections:          14 days after service of
                                        notice of assignment and
                                        proposed cure

   -- proposed deadline to object
      to sale order:                    Nov. 7

   -- proposed bid deadline:            Nov. 7

   -- proposed auction date:            Nov. 13

   -- proposed sale hearing:            week of Nov. 18

In a separate filing, the landlords Foursquare Properties, Inc.,
West Valley Properties, Inc., and the Peyser Family Revocable
Trust of 1997, filed a limited objection to the Debtors' sale
motion stating that, among other things:

   a. the auction and sale timetable is unnecessarily compact, and
      it does not adequately protect landlords' due process and
      Bankruptcy Code rights;

   b. the Debtors must provide adequate assurance of future
      performance information before an objection deadline; and

   c. the landlords may request a letter of credit, security
      deposit, or guaranty to secure performance under the leases.

According to the landlords, the Court must modify the procedures
to incorporate the objections raised and adequately protect the
rights of landlords.

PCCP/SB San Carlos, LLC, as landlord, joined the objections of
other landlords because, among other things:

   1. no assignment schedule of leases to be assumed and assigned
      is attached in the stalking horse asset purchase agreement;

   2. bidding procedures must be modified to require the Debtors
      to serve the lease notice on PCCP; and

   3. the bidding procedures failed to assure that there will be
      adequate time to object to a proposed assignee other than
      YFE Holdings, the stalking horse bidder, prior to the sale
      hearing.

PCCP and the Debtors are parties to an unexpired lease of non-
residential real property for premises located at San Carlos
Village Shopping Center in San Diego, California.

                           The Sale Motion

As reported in the Troubled Company Reporter on Oct. 2, 2013,
Tesco Plc's Fresh & Easy Neighborhood Market Inc. filed for
bankruptcy so it can sell itself at auction with an affiliate of
billionaire Ron Burkle's Yucaipa Cos. as the lead bidder.

Michael Bathon at Bloomberg News reported that Tesco would get
warrants to buy as much as 10 percent of the equity in the
reorganized supermarket chain.  Should Yucaipa win a proposed
court-sanctioned auction, a Tesco unit would retain 22.5 percent
of the equity in the reorganized chain.  Yucaipa has agreed to
take over about 150 of the markets where the company produces
meals under the Fresh & Easy brand.  The company employs more than
4,000 people.

           About Fresh & Easy Neighborhood Market Inc.

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and
13-12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker. Prime Clerk
LLC acts as the Debtors' claims and noticing agent.  The Debtors
estimated assets of at least $100 million and liabilities of at
least $500 million.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.


GENERAL MOTORS: Judge Clears Deal with Elliott, Paulson
-------------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported
that a judge on Oct. 21 approved a settlement of "old GM"
creditors' multibillion-dollar lawsuit against a group of hedge
funds, a deal that cuts $1.13 billion in claims against the estate
and should improve recoveries for unsecured creditors.

According to the report, hedge fund managers Paulson & Co. and
Elliott Management LP are defending their bid to have the remnants
of old General Motors pay $1.5 million in legal fees stemming from
the settlement of a multibillion-dollar lawsuit tied to the auto
maker's 2009 bankruptcy.

According to the report, in an Oct. 17 filing with U.S. Bankruptcy
Court in Manhattan, lawyers for John Paulson's Paulson funds and
Paul Singer's Elliott, along with other bondholders of GM's Nova
Scotia unit, said U.S. Attorney Preet Bharara's objection to the
partial payment of the legal fees should be overruled. The lawyers
point out that even in his own filing, Mr. Bharara said his office
hasn't worked on the bankruptcy case and thus doesn't have first-
hand knowledge of all its facts.

"But first-hand knowledge of these matters is needed," the lawyers
said, the report related.  A spokeswoman for Mr. Bharara declined
to comment.

Mr. Bharara said in a filing that the investors haven't shown that
they've made a "substantial contribution" to the old GM estate, in
spite of their settlement of a $2.67 billion claims fight in GM's
bankruptcy case, the report further related.

                       About Motors Liquidation

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

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

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

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


GENIUS BRANDS: Authorized Common Shares Hiked to 700 Million
------------------------------------------------------------
Genius Brands International, Inc., filed a certificate of
amendment to its Articles of Incorporation with the Secretary of
State of the State of Nevada to increase the number of shares of
authorized common stock, $0.001 par value per share, to
700,000,000 shares from 250,000,000 shares.

San Diego, Calif.-based Genius Brands International, Inc., creates
and distributes music-based products which it believes are
entertaining, educational and beneficial to the well-being of
infants and young children under its brands, including Baby Genius
and Little Genius.

The Company's balance sheet at June 30, 2013, showed $1.88 million
in total assets, $3.26 million in total liabilities, and a
stockholders' deficit of $1.38 million.


GREENEDEN HOLDINGS: Moody's Lowers Sr. Secured Debt Rating to B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Greeneden U.S.
Holdings II, LLC.'s tranche of new senior secured Term Loans due
November 2020, downgraded the Senior Secured debt to B2, and
affirmed the B2 Corporate Family (CFR) and the B2-PD Probability
of Default Ratings. Proceeds of the new Term Loans will be used to
fund the acquisition of Echopass Corp, with the delayed drawdown
portion expected to fund the call of the 12.5% Senior Notes due
2020. The outlook is stable

Downgrades:

Issuer: Greeneden U.S. Holdings II, LLC

  Senior Secured Debt (Bank Credit Facilities due Feb 8, 2018 and
  Feb 8, 2020), Downgraded to B2 (LGD 3, 48%) from B1 (LGD 3, 36%)

Assignments:

Issuer: Greeneden U.S. Holdings II, LLC

  Senior Secured Term Loans due November 2020, Assigned B2 (LGD3,
  48%)

Outlook Actions:

Issuer: Greeneden U.S. Holdings II, LLC

  Outlook, Remains Stable

Affirmations:

Issuer: Greeneden U.S. Holdings II, LLC

  Probability of Default Rating, Affirmed B2-PD

  Corporate Family Rating, Affirmed B2

Ratings Rationale:

"Following the vigorous pace of acquisitions in 2013, Moody's
expects Genesys will now focus on integrating these acquisitions
and reducing debt in the near term", noted Terry Dennehy, Senior
Analyst at Moody's Investors Service.

Moody's believes Echopass and the other acquisitions in 2013
generate much lower margins than Genesys, and estimates pro-forma
debt to EBITDA at above 5.5x, (after Moody's standard
adjustments). This leverage is high given the relative maturity of
market in which Genesys operates - contact center software -- and
is reflected in the B2 CFR.

Debt to EBITDA is likely to be on-course to decline to about 4.5x
as the acquired operations are integrated into Genesys, although
Moody's believe Genesys will periodically re-lever either through
leveraged acquisitions or distributions to the sponsor. Moody's
expects that debt to EBITDA (Moody's adjusted) will range between
4x and 5x over time.

Nevertheless, Moody's notes Genesys's position as a longstanding
provider in the modest sized contact center systems market, which
includes the integrated hardware and software providers Avaya and
Cisco, which together hold about a third of the market. Moreover,
Genesys' customer base provides a recurring maintenance revenue
stream which contributes to cash flow predictability, though
license revenues can decline during periods of weak corporate IT
spending.

The secured rating was lowered to B2 from B1 to reflect Moody's
expectation that Genesys will use some of the proceeds of the new
secured Term Loans to repay the unsecured debt. As the secured
debt holders will no longer benefit from a cushion of unsecured
capital, the secured debt rating was lowered to reflect a lower
expected recovery.

The stable rating outlook reflects Moody's expectation that
Genesys will direct its attention to integrating the recent
acquisitions, limiting near term acquisitions to the smaller,
technology purchases similar in scale to the Utopy acquisition in
February. Moody's expects that the acquisitions will contribute to
revenue growth, such that Genesys will generate organic revenue
growth at least the mid single digits. Moody's expects that debt
to EBITDA (Moody's adjusted) will be on-course to decline to 4.5x
over the next year through a combination of EBITDA growth and some
debt reduction.

The ratings could be downgraded if Genesys does not remain on
course to deleverage such that Moody's believes that debt to
EBITDA (Moody's adjusted) will remain above 4.5x or FCF to debt
(Moody's adjusted) will remain below the mid-single digits
percentage. The ratings could also be downgraded if Moody's
believes there are difficulties in integrating the acquisitions or
if cash is returned to shareholders prior to meaningful
deleveraging. The ratings could be upgraded if the integration of
the acquisitions is completed without any significant disruptions
producing operating synergies sufficient to sustain Genesys's
operating margins at least in the mid twenties percent level,
along with organic revenue growth sustained at least in the upper
single digits. Moody's would expect that these operational
improvements would be combined with outright debt reduction such
that debt to EBITDA (Moody's adjusted) would be maintained below
4x and FCF to debt (Moody's adjusted) would be maintained in the
upper single digits.

The senior secured debt is issued by two US borrowers (Greeneden
US Holdings II, LLC, and Genesys Telecom Holdings, US, Inc) and
one European borrower (Greeneden Lux 3 S.ar.l.). There are
upstream and downstream guarantees, including a guarantee from
Greeneden US Holdings I, LLC, the immediate parent of Greeneden US
Holdings II, LLC.

Genesys, based in Daly City, California, provides contact center
software, including call routing, analytics, and interactive voice
response. Genesys is owned by the private equity firm Permira
Funds with the participation of Technology Crossover Ventures.


GREENEDEN HOLDINGS: S&P Affirms 'B' CCR & Rates $100MM Loan 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit on Daly City, Calif.-based Greeneden U.S.
Holdings II LLC (d/b/a Genesys).  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating with a
recovery rating of '3' to the company's $100 million incremental
first-lien term loan B and $200 million first-lien delayed-draw
term loan B.  The '3' recovery rating indicates S&P's expectation
for a meaningful (50% to 70%) recovery of principal in the event
of payment default.

S&P also lowered its issue-level ratings on the company's existing
revolving credit facility and first-lien term loan to 'B' from
'B+' and revised its recovery ratings on the senior secured debt
to '3' from '2', resulting from the additional senior secured debt
in the capital structure.

The company intends to use the proceeds to fund the acquisition of
Echopass and to repay the existing mezzanine debt.

"The rating reflects Genesys's 'weak' business risk profile
characterized by its fairly narrow scope of business, its
vulnerability to competition in the fragmented contact center
market, acquisition-related integration risks, and 'highly
leveraged' financial risk profile," said Standard & Poor's credit
analyst Katarzyna Nolan.

The company's growing recurring revenues, diverse customer base,
and stable cash flow generation partly offset these factors.

The stable outlook reflects Genesys's stable free cash flow
generation, resulting from its recurring and predictable revenue
base.  It also reflects S&P's expectation that it will maintain
its competitive position in key markets.

S&P could lower the rating if the company's profitability
deteriorates due to integration issues or increased competition,
or due to additional debt-financed acquisitions, such that
leverage is sustained above the low-7x area.

Rating upside is limited in the near term, given S&P's expectation
that even if leverage declines to the 5x area, the company will
likely not sustain this level given its ownership structure and
its acquisition appetite.


HYPERTENSION DIAGNOSTICS: Has $3MM Loan Agreement with TCR Global
-----------------------------------------------------------------
Hypertension Diagnostics, Inc., entered into a Senior Secured
Revolving Credit Facility Agreement with TCA Global Credit Master
Fund, LP, as lender, and HDI Plastics, Inc., as guarantor.
Pursuant to the Credit Agreement, TCA agreed to extend a line of
credit to the Company of up to $3,000,000.  The Company drew down
$550,000 at the initial closing, and subsequent draws may be
funded at the discretion of TCA.

The amounts borrowed pursuant to the Credit Agreement are
evidenced by a Revolving Convertible Promissory Note and the
repayment of the Revolving Note is:

   (i) secured by a first priority security interest in
       substantially all of the Company's and the Guarantor's
       assets in favor of TCA, each as evidenced by a Security
       Agreement entered into by and between TCA and each of the
       Company and the Guarantor; and

  (ii) guaranteed by the Guarantor, as evidenced by a Guaranty
       Agreement entered into by the Guarantor in favor of TCA.

The Revolving Note is in the original principal amount of $550,000
is due and payable, along with interest thereon, on April 10,
2014, and bears interest at the rate of 16.5 percent per annum,
increasing to the highest rate permitted by law upon the
occurrence of an event of default.

TCA may convert all or any portion of the outstanding principal,
accrued and unpaid interest, and any other sums due and payable
under the Revolving Note into shares of the Company's common stock
at a conversion price equal to 85 percent of the lowest daily
volume weighted average price of the Company's common stock during
the five trading days immediately prior to that applicable
conversion date, in each case subject to TCA not being able to
beneficially own more than 4.99 percent of the Company's
outstanding common stock upon any conversion.

As further consideration for TCA entering into and structuring the
Credit Agreement, the Company paid to TCA an investment banking
and advisory services fee of $150,000 by issuing to TCA 4,494,751
shares of the Company's common stock, $.01 par value per share, as
well as three Common Stock Purchase Warrants, each exercisable
into 5,224,438 shares of Common Stock at an exercise price of
$1.00 per warrant.

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

                        http://is.gd/2rkin7

                   About Hypertension Diagnostics

Minnetonka, Minnesota-based Hypertension Diagnostics, Inc., was
previously engaged in the design, development, manufacture and
marketing of proprietary devices.  In August 2011, the Company
sold its medical device inventory, subleased its office and
manufacturing facility, and entered into a limited license
agreement with a company controlled by Jay Cohn, a founder and at
that time, a director of the Company.  In September 2011, the
Company formed HDI Plastics Inc. ("HDIP"), a wholly owned-
subsidiary, leased a facility for warehouse and processing of
recycled plastic, purchased selected manufacturing assets and
began engaging in the business of plastics reprocessing in Austin,
Tex.  On March 29, 2012, the Company ceased operations at the
Austin facility and it is currently seeking to relocate the
processing facility to a new location.

The Company currently has a plan to resume production around
Feb. 1, 2013, assuming adequate capital is obtained to do so.

As reported in the TCR on Oct. 2, 2012, Moquist Thorvilson
Kaufmann & Pieper LLC, in Edina, Minnesota, expressed substantial
doubt about Hypertension's ability to continue as a going concern.
The independent auditors noted that the Company had net losses for
the years ended June 30, 2012, and 2011, and has a stockholders'
deficit at June 30, 2012.

The Company's balance sheet at March 31, 2013, showed $1.06
million in total assets, $2.49 million in total liabilities and a
$1.42 million total shareholders' deficit.


ID PERFUMES: Borrows $670,000 From Parfums Investment
-----------------------------------------------------
ID Perfumes executed a Non-Negotiable Promissory Note with Parfums
Investment I, LLC, pursuant to which ID Perfumes borrowed a total
of $670,000.  The Note is for a term of one year.   Interest on
the outstanding principal balance will accrue at the rate of 20
percent per annun.  Monthly interest payments of $11,166.97 will
be due on the first day of each month commencing Dec. 1, 2013.  If
the Note is prepaid earlier than six months from its execution
date, ID Perfumes will be obligated to pay Parfums six months of
interest (approximately $67,000).  The default interest rate is 25
percent.  The Note has been guaranteed by Ilia Lekach, the
Company's chief executive officer, Rudford Hamon, the Company's
executive vice president and chief operating officer, Isaac
Lekach, the Company's president, Gigantic Parfums, LLC, and Debra
Lekach.

In connection with the execution of the Note, the Company executed
an Assignment and Pledge Agreement whereby the Company assigned
and pledged all royalties due under the Settlement Agreement and
Mutual Release dated Aug. 28, 2013, between ID Perfumes, Gigantic
Parfums, LLC and Ilia Lekach and Selena Gomez and July Moon
Productions, Inc.

In addition, ID Perfumes executed a Security Agreement with
Parfums Investment I, LLC granting Parfums  Investment I, LLC a
continuing security interest in the Company's presently owned or
hereafter acquired inventory, licenses, equipment and supplies for
the business and all account receivables from Kohl's.

                          About ID Perfumes

ID Perfumes, Inc., manufactures, markets, and distributes
fragrances and fragrance related products.  The company produces
and distributes its fragrance products under license agreements
with Selena Gomez and Adam Levine.  ID Perfumes, Inc., sells it
products to department stores, perfumeries, specialty retailers,
mass-market retailers, and the United States and international
wholesalers and distributors.  It primarily has operations in the
United States, Latin America, and Canada.  The company was
formerly known as Adrenalina and changed its name to ID Perfumes,
Inc., in February 2013. ID Perfumes, Inc., was founded in 2004 and
is headquartered in Hallandale Beach, Florida.

Goldstein Schechter Koch, P.A., in Coral Gables, Florida,
expressed substantial doubt about Adrenalina's ability to continue
as a going concern.  The independent auditors noted that the
Company incurred a net loss of approximately $12,000,000 and
$5,300,000 in 2008 and 2007.  Additionally, the Company has an
accumulated deficit of approximately $20,900,000 and $8,908,000 at
Dec. 31, 2008, and 2007, and is currently unable to generate
sufficient cash flow to fund current operations.

The Company reported a net loss of $12.01 million in 2008,
compared with a net loss of $5.26 million in 2007.  The Company's
balance sheet at March 31, 2013, showed $2.42 million in total
assets, $15.56 million in total liabilities, all current, and a
$13.14 million total shareholders' deficiency.


INTER-FAITH MEDICAL: Seeks Extension to File Chapter 11 Plan
------------------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that
Brooklyn's Interfaith Medical Center is seeking a 35-day extension
to file a creditor-payment plan as it negotiates with potential
buyers interested in taking over its facilities.

                  About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankr. E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.  Liabilities include $117.9 million owing to
the New York State Dormitory Authority on bonds secured by the
assets.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman, tapped the law firm
of DiConza Traurig LLP, as his counsel.


INTELLICELL BIOSCIENCES: Amends June 30 Quarterly Report
--------------------------------------------------------
Intellicell Biosciences, Inc., filed an amendment to its quarterly
report on Form 10-Q/A for the quarter ended June 30, 2013,
originally filed on Oct. 3, 2013, with the U.S. Securities and
Exchange Commission, solely for the purposes of:

   (i) correcting an error on the cover page which stated the
       Company had not filed all reports required to be filed
       during the preceding 12 months; and

  (ii) correct the references to the securities law exemptions
       relied upon in the first paragraph under Part II, Item II
      "Unregistered Sales of Equity Securities and Use of
       Proceeds."

No other changes have been made to the Form 10-Q.

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

                        http://is.gd/v5PMIC

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

Intellicell disclosed a net loss of $4.15 million on $534,942 of
revenues for the year ended Dec. 31, 2012, as compared with a net
loss of $32.83 million on $99,192 of revenues during the prior
year.  The Company's balance sheet at June 30, 2013, showed $3.70
million in total assets, $10.57 million in total liabilities and a
$6.86 million total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP stated in their report
that the Company's financial statements for the fiscal years ended
Dec. 31, 2012, and 2011, were prepared assuming that the Company
would continue as a going concern.  The Company's ability to
continue as a going concern is an issue raised as a result of the
Company's recurring losses from operations and its net capital
deficiency.  The Company continues to experience net operating
losses.  The Company's ability to continue as a going concern is
subject to its ability to generate a profit.


INTELLICELL BIOSCIENCES: Issues 10 Million Shares to Hanover
------------------------------------------------------------
Intellicell Biosciences, Inc., on Oct. 14, 2013, issued and
delivered to Hanover Holdings I, LLC, another 10,000,000
additional settlement shares pursuant to the terms of the
Settlement Agreement approved by the Supreme Court of the State of
New York, County of New York, on May 21, 2013, in the matter
entitled Hanover Holdings I, LLC v. Intellicell Biosciences, Inc.,
Case No. 651709/2013.

Hanover commenced the Action against the Company on May 10, 2013,
to recover an aggregate of $706,765 of past-due accounts payable
of the Company, plus fees and costs.  The Order provides for the
full and final settlement of the Claim and the Action.  The
Settlement Agreement became effective and binding upon the Company
and Hanover upon execution of the Order by the Court on May 21,
2013.

As previously disclosed, on May 23, 2013, the Company issued and
delivered to Hanover 8,500,000 shares of the Company's common
stock, $0.001 par value.

Between June 17, 2013, and Sept. 16, 2013, the Company issued and
delivered to Hanover an aggregate of 50,266,171 additional
settlement shares pursuant to the terms of the Settlement
Agreement approved by the Order.

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

                        http://is.gd/MDe73l

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

Intellicell disclosed a net loss of $4.15 million on $534,942 of
revenues for the year ended Dec. 31, 2012, as compared with a net
loss of $32.83 million on $99,192 of revenues during the prior
year.  The Company's balance sheet at June 30, 2013, showed $3.70
million in total assets, $10.57 million in total liabilities and a
$6.86 million total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP stated in their report
that the Company's financial statements for the fiscal years ended
Dec. 31, 2012, and 2011, were prepared assuming that the Company
would continue as a going concern.  The Company's ability to
continue as a going concern is an issue raised as a result of the
Company's recurring losses from operations and its net capital
deficiency.  The Company continues to experience net operating
losses.  The Company's ability to continue as a going concern is
subject to its ability to generate a profit.


ISC8 INC: Eliminates Convertible Preferred Shares
-------------------------------------------------
ISC8 Inc. filed Certificates of Elimination with the Delaware
Secretary of State effecting the elimination of the Certificates
of Designations of the Rights, Preferences, Privileges and
Limitations of the Company's Series A-1 10 Percent Cumulative
Convertible Preferred Stock, Series A-2 10 Percent Cumulative
Convertible Preferred Stock, and Series C Convertible Preferred
Stock.  As of Sept. 6, 2013, no shares of Series A-1 Preferred,
Series A-2 Preferred or Series C Preferred were outstanding.

                           About ISC8 Inc.

Costa Mesa, California-based ISC8 Inc. is engaged in the design,
development, manufacture and sale of a family of security
products, consisting of cyber security solutions for commercial
and U.S. government applications, secure memory products, some of
which utilize technologies that the Company has pioneered for
three-dimensional ("3-D") stacking of semiconductors, systems in a
package ("Systems in a Package" or "SIP"), and anti-tamper
systems.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, expressed substantial doubt about ISC8 Inc.'s
ability to continue as a going concern.  The independent auditors
noted that as of Sept. 30, 2012. the Company has negative working
capital of $10.1 million and a stockholders' deficit of
$35.4 million.

The Company reported a net loss of $19.7 million on $4.2 million
of revenues in fiscal 2012, compared with a net loss of
$15.8 million on $5.2 million of revenues in fiscal 2011.  The
Company's balance sheet at March 31, 2013, showed $4.71 million in
total assets, $47.74 million in total liabilities and a
$43.02 million total stockholders' deficit.


IZEA INC: Uses Social Media to Communicate with Subscribers
-----------------------------------------------------------
Izea, Inc., disclosed that investors and others should note that
it uses social media to communicate with its subscribers and the
public about the company, its services, new product developments
and other matters.  Any information that the Company considers to
be material to an evaluation of the company will be included in
filings on the SEC EDGAR Web site, and may also be disseminated
using the Company's investor relations Web site
(http://www.corp.izea.com)and press releases.  However, the
Company encourages investors, the media, and others interested to
also review the social media channel listed below, where the
Company will post important information:

Twitter:
@izea
@izealove
@socialspark
@spontwts

Facebook:
https://www.facebook.com/izeainc
https://www.facebook.com/socialsparkers
https://www.facebook.com/SponTwts

Get Satisfaction:
http://help.izea.com/izea

LinkedIn:
http://www.linkedin.com/company/izea

Google+
https://plus.google.com/u/0/b/112301420195238265903/11230142019523
8265903/posts

Pinterest:
http://pinterest.com/izea/

kumbuya:
http://www.kumbuya.com/izea/

This list may be updated from time to time on the Company's
investor relations Web site.

                           About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., believes it is a world
leader in social media sponsorships ("SMS"), a rapidly growing
segment within social media where a company compensates a social
media publisher to share sponsored content within their social
network.  The Company accomplishes this by operating multiple
marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

IZEA reported a net loss of $4.67 million in 2012 as compared with
a net loss of $3.97 million in 2011.  The Company's balance sheet
at June 30, 2013, showed $1.64 million in total assets, $4.35
million in total liabilities and a $2.70 million total
stockholders' deficit.

Cross, Fernandez & Riley, LLP, in Orlando, Florida, 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 and had a negative working capital and an accumulated
deficit at Dec. 31, 2012.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern
without raising sufficient additional financing.


IZEA INC: Stockholders to Sell 18.6 Million Common Shares
---------------------------------------------------------
Izea, Inc., registered with the U.S. Securities and Exchange
Commission 18,632,554 shares of common stock to be sold by
Perry A. Sook, John Pappajohn, Midsummer Small Cap Master Ltd., et
al.  The number of shares the selling stockholders may sell
consists of 9,553,090 shares of common stock that are currently
issued and outstanding and 9,079,464 shares of common stock that
they may receive if they exercise their warrants.

The Company will not receive any of the proceeds from the sale of
the common stock offered in this prospectus by the selling
stockholders.  The selling stockholders will receive all of the
proceeds from the sale of the shares offered for sale by them
under this prospectus, but the Company will receive the exercise
price of the warrants if the warrants are exercised.

The Company's common stock is quoted on the OTC marketplace under
the trading symbol IZEA.  On Oct. 14, 2013, the closing price of
the Company's common stock was $0.38 per share.

A copy of the Form S-1 is available for free at:

                         http://is.gd/o0ozYa

                           About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., believes it is a world
leader in social media sponsorships ("SMS"), a rapidly growing
segment within social media where a company compensates a social
media publisher to share sponsored content within their social
network.  The Company accomplishes this by operating multiple
marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

IZEA reported a net loss of $4.67 million in 2012 as compared with
a net loss of $3.97 million in 2011.  The Company's balance sheet
at June 30, 2013, showed $1.64 million in total assets, $4.35
million in total liabilities and a $2.70 million total
stockholders' deficit.

Cross, Fernandez & Riley, LLP, in Orlando, Florida, 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 and had a negative working capital and an accumulated
deficit at Dec. 31, 2012.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern
without raising sufficient additional financing.


JENSEN FARMS: Dist. Court to Hear "Braddock" Complaint
------------------------------------------------------
Chief District Judge Laurie Smith Camp adopts the Report and
Recommendation of U.S. Bankruptcy Chief Judge Timothy J. Mahoney
and withdraws the reference of the case -- DALE L. BRADDOCK,
RONALD D. BRADDOCK, Co-Personal Representative of the; and CHARLES
W. PETERSON, Co-Personal Representative of the; Plaintiffs,
v. JENSEN FARMS, a trade name; THE KROGER CO., FRONTERA PRODUCE,
LTD., RIMUS GROUP, INC., DILLON COMPANIES, INC., Defendants, CASE
NOS. 8:11CV402, BK12-20982 (D. COLO.), NO. A12-8042-TJM -- to the
bankruptcy court.

The case will be progressed by U.S. Magistrate Judge F.A. Gossett.

A copy of Judge Camp's Sept. 11, 2013 Memorandum and Order is
available at http://is.gd/quM38sfrom Leagle.com.

Ronald D. Braddock and Charles W. Peterson, Plaintiffs, are
represented by Matthew D. Hammes, Esq. -- mhammes@lpdbhlaw.com --
and Patrick V. Ortman, Esq. -- portman@lpdbhlaw.com -- of LOCHER,
PAVELKA LAW FIRM.

Jensen Farms, Defendant, is represented by Nicholas J. Parolisi,
Esq. -- parolisi@litchfieldcavo.com -- of LITCHFIELD, CAVO LAW
FIRM.

Frontera Produce, Ltd., Defendant, is represented by Robert S.
Keith, Esq. of ENGLES, KETCHAM LAW FIRM at 1700 Farnam St, in
Omaha, NE 68102.

Primus Group, Inc., Defendant, is represented by Daniel P.
Chesire, Esq. and Jason W. Grams, Esq. of LAMSON, DUGAN LAW FIRM.

Dillon Companies, Inc., Defendant, is represented by James K.
Reuss, Esq. -- reuss@carpenterlipps.com -- of CARPENTER, LIPPS LAW
FIRM & Thomas J. Culhane, Esq. of ERICKSON, SEDERSTROM LAW FIRM.

Jensen Farms, a Colorado cantaloupe producer, filed a Chapter 11
petition (Bankr. D. Colo. Case No. 12-20982) in Denver on May 25,
2012.  Donald D. Allen, Esq., and James T. Markus, Esq., at Markus
Williams Young & Zimmermann, LLC, in Denver, serve as counsel to
the Debtor.  The Law Offices of Michael W. Callahan LLC has been
tapped as special partnership counsel.  Richard C. Maxwell and
Woods Rogers PLC is the special Listeria claims counsel.  The
Debtor estimated assets of $1 million to $10 million and debts
of under $50 million.


JIM SLEMONS HAWAII: 9th Cir. Affirms Rulings on Continental Lease
-----------------------------------------------------------------
The U.S. Court of Appeals for the Ninth Circuit on Monday ruled
that the bankruptcy court in Honolulu, Hawaii, properly granted
the motion of Continental Investment Company, Ltd., to terminate
the lease with debtor Jim Slemons Hawaii, Inc.

The Ninth Circuit also said the bankruptcy court did not abuse its
discretion by dismissing the debtor's Chapter 11 case for cause
under 11 U.S.C. Sec. 1112(b).  The Ninth Circuit said the debtor's
failure to assume its lease with Continental resulted in a
"diminution of the estate," and without that asset there was an
"absence of a reasonable likelihood of rehabilitation."

To avoid termination, the debtor had to assume the lease, which it
could do only by filing a formal motion requesting court approval,
stating particular grounds, and providing Continental with
adequate notice and opportunity for a hearing.  The Debtor did not
file such a motion.  It did file a motion to pay only a certain
portion of rent due, but as a matter of law, that motion did not
suffice to effectuate an assumption of the lease.

The Ninth Circuit said the bankruptcy court did not abuse its
discretion by denying the debtor's set-aside motion.  The Debtor
filed the motion 33 days after entry of judgment, well after the
14-day deadline set by Federal Rule of Bankruptcy Procedure 9023.

The Ninth Circuit also ruled that the bankruptcy court properly
granted Continental's administrative rent motion. Even though the
debtor failed to assume the lease, it was required to pay rent
until the lease was formally terminated.  The bankruptcy court
also properly denied the debtor's offset and sublessee rent
motions.  The Debtor failed to rebut evidence showing that its
account had been fully credited and that Continental permissibly
collected subrents pursuant to a prior agreement between debtor
and Continental.

The case is JIM SLEMONS HAWAII, INC., Appellant, v. UST-UNITED
STATES TRUSTEE, HONOLULU and CONTINENTAL INVESTMENT COMPANY, LTD.,
Appellees (9th Cir.).  A copy of the Ninth Circuit's Oct. 21, 2013
Memorandum is available at http://is.gd/YSQom2from Leagle.com.

                     About Jim Slemons Hawaii

Ewa Beach, Hawaii-based Jim Slemons Hawaii, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. D. Hawaii Case No.
09-01802) on Aug. 10, 2009, listing $750,000 in total assets and
$229,098 in total debts.  The Chapter 11 case was dismissed by
order entered on July 13, 2010.  However, it remains open to
address unresolved matters, including the disposition of funds
once held in a trust account maintained by the Debtor's counsel,
Anthony P. Locricchio, Esq.

Lessor Continental Investment Company is represented by Jerrold K.
Guben, Esq. -- jkg@opglaw.com -- at O'Connor Playdon & Guben LLP.


JOHN ROCCO: Trustee Cannot Recover $46K in Transfers From Empire
----------------------------------------------------------------
Steven P. Kartzman, as Chapter 7 Trustee of John A. Rocco Co.,
Inc., seeks summary judgment on counts one and five of a complaint
against Empire State Brokers.  The complaint was filed to avoid
and recover two transfers totaling $46,323.08, that were made
within 90 days prior to the bankruptcy filing.  Empire opposed the
motion and filed a cross-motion for summary judgment arguing that
the transfers involved were not property of the estate and that
Empire was a mere conduit.

In a Sept. 18, 2013 Opinion available at http://is.gd/37M2pHfrom
Leagle.com, Bankruptcy Judge Donald H. Steckroth finds that the
funds transferred from the Debtor's trust account were property of
the estate.  However, Empire was not an initial transferee of
those funds within the meaning of Section 550(a) of the Bankruptcy
Code.  For these reasons, the Trustee's Motion is denied and
Empire's Cross-Motion is granted, the Court ruled.

The case is STEVEN P. KARTZMAN, as Chapter 7 Trustee, Plaintiff,
v. EMPIRE STATE BROKERS, et al., Defendants, Case No. 10-18799
(DHS), Adv. No. 12-01259 (DHS) (Bankr. N.J.).

Mellinger Sanders & Kartzman, LLC's Adam G. Brief, Esq. --
abrief@msklaw.net -- serves as counsel for the Chaper 7 Trustee.

Richard Fogel, Esq., of McAfee, New Jersey, serves as counsel for
Defendant Empire State Brokerage.

Teich Groh's Brian W. Hofmeister, Esq. --
bhofmeister@teichgroh.com -- serves as counsel for Interested
Party.

John A. Rocco Co., Inc., filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code on March 25, 2010 (Bankr.
N.J., Case No. 10-18799).  The case was converted to Chapter 7 on
February 7, 2012, and Steven P. Kartzman was appointed Chapter 7
Trustee.


LADY BUG CORP: Court Dismisses Chapter 11 Case
----------------------------------------------
Bankruptcy Judge Shelley D. Rucker ruled on the Motion to Dismiss
and Motion for Relief from Stay and Abandonment filed by CadleRock
Joint Venture II, LP, a creditor of Lady Bug Corporation.

Lady Bug is a corporation whose sole purpose is to act as a
trustee for a trust containing two parcels of income-producing
real estate.  CadleRock holds a judgment lien on those two parcels
that is superior to the debtor's interest.

According to Judge Rucker, the two parcels of real property in
question are not property of the estate.  Without any estate
property to administer, nothing exists to be reorganized. Further,
there is no evidence of an income stream from a trust agreement
owed to the debtor that could be used to pay its expenses as
trustee. Under these circumstances, the Court granted the motion
to dismiss. Having dismissed the case, the motion for relief is
moot.

On June 8, 2005, Fifth Third Bank obtained a judgment in Davidson
County Chancery Court in the amount of $337,589.80 against Laddie
Hillis.  On Oct. 24, 2005, Fifth Third Bank assigned the judgment
to Cadleway Properties, Inc., who in turn assigned the judgment to
CadleRock Joint Venture II, LP, on Nov. 7, 2007.  Since 2005, the
judgment has been accruing interest at the statutory rate of 10%.

The debtor is not a direct obligor on the Fifth Third debt.
CadleRock is its creditor because of the judgment lien which was
recorded and attached to Mr. Hillis' real property. Through a
series of transfers originating with Mr. Hillis' mother and
brother, the Debtor contends that it became the current owner of
two pieces of real estate that are subject to the judgment lien.
It lists the amount of CadleRock's lien at $582,933.85 and the
value of the property securing that claim at $1,603,800.

A copy of the Court's Oct. 18, 2013 Memorandum is available at
http://is.gd/btKs96from Leagle.com.

Lady Bug Corporation, aka The Lady Bug Corporation, based in
McMinnville, Tennessee, filed for Chapter 11 bankruptcy (Bankr.
E.D. Tenn. Case No. 13-14295) on Aug. 29, 2013.  Judge Shelley D.
Rucker presides over the case.  Robert S. Peters, Esq., at
Swafford, Peters, Priest & Hall, represents Lady Bug as counsel.
In its petition, Lady Bug scheduled $1,603,800 in assets and
$582,933 in liabilities.  The petition was signed by Suzanne
Hillis, president.


LEAGUE ASSETS: Seeks Protection Under Canada's CCAA
---------------------------------------------------
The trustees of Partners Real Estate Investment Trust were
informed on October 18, 2013, that League Assets Corp. and a
number of related entities, including LAPP Global Asset Management
Corp., the external manager of the REIT, have sought protection
under the Companies' Creditors Arrangement Act (Canada).

Partners Real Estate Investment Trust on Oct. 22 disclosed that it
has retained National Bank Financial Inc. to advise the recently
formed special committee of the REIT as the committee evaluates
strategic alternatives available to the REIT.

On October 18, 2013, the REIT disclosed that it was forming a
special committee comprised of the independent trustees of the
Trust, and chaired by James Bullock, to (A) evaluate the strategic
alternatives that may be available to the Trust at this time to
enhance unit holder value include, without limitation, entering
into strategic alliances, the sale of all or some of the assets of
the Trust, the purchase by others of some or all of the
outstanding Units of the Trust, including by existing major
shareholders, the issuance of Units of the Trust from treasury to
others in exchange for either cash or non-cash consideration, and
the recapitalization of the Trust to enable additional
acquisitions and the internalization of management of the Trust,
and (B) to evaluate the impact on the Trust of the League CCAA
filing and to take all action the Special Committee thinks is
necessary or desirable as a result of that filing.

                       About Partners REIT

Partners REIT is a growth-oriented real estate investment trust,
which currently owns (directly or indirectly) thirty-nine retail
properties, well-located in British Columbia, Alberta, Manitoba,
Ontario and Quebec, aggregating approximately 2.7 million square
feet of leasable space.  Partners REIT focuses on expanding and
managing a portfolio of retail and mixed-use community and
neighborhood shopping centers located in both primary and
secondary markets across Canada.

                   About League Assets Corp.

League Assets Corp. -- http://www.league.ca-- is a privately
owned real estate investment firm.  The firm specializes in
acquiring, developing, re-developing, and syndicating high-income
investment properties with a particular focus on the residential,
industrial, and commercial sectors.  It creates passive
investments providing monthly cash flows, equity buildup, capital
appreciation, and preferential tax treatment to its clients.  The
firm makes its investments in the real estate markets of Canada.
It seeks to achieve 15% return on investment for its member-
partners.  The firm obtains external research from organizations
to complement its in-house research.  League Assets Corp. was
founded in 2004 and is based in Victoria, British Columbia with an
additional office in Vancouver British Columbia.


LEHMAN BROTHERS: Australia Creditors Approve $48MM CDO Deal
-----------------------------------------------------------
Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that creditors of Lehman Brothers Holdings Inc.'s Australian unit
have approved a $48 million settlement with a group of insurers
over claims the investment bank misled a group of towns, charities
and churches into buying risky securities backed by U.S.
mortgages.

                        About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LIFE UNIFORM: Crowe Horwath Approved as Tax Accountants
-------------------------------------------------------
Life Uniform Holding Corp. obtained U.S. Bankruptcy Court approval
to employ Crowe Horwath LLP as tax accountants, nunc pro tunc to
August 19, 2013.

As reported in the Troubled Company Reporter on September 13,
2013, the firm will, among other things, (a) prepare and file all
necessary state, federal and tax returns for 2013, and (b) perform
all other necessary tax accounting services in connection with the
Chapter 11 cases.

The firm's rates are:

    Billing Category                         Range
    ----------------                         -----
    Partners, Directors and Counsel        $360-$510
    Senior Managers and Managers           $160-$350
    Staff and Senior Staff                 $100-$150
    Paraprofessional                        $75- $90

                        About Life Uniform

Life Uniform was founded in 1965 when Angelica Corporation decided
to enter the retail uniform industry.  The first Life Uniform
store opened in 1965 in Clayton, Missouri.  At present, Life
Uniform is the nation's largest independently owned medical
professional supplier.

Sun Uniform LLC acquired Life Uniform in July 2004.  Since the
acquisition by Sun the company addressed sagging profitability and
overhead issues and quickly drove increases in profitability
through a combination of store rationalization and sensible
corporate overhead initiatives.  However, recent performance has
been declining in terms of revenue.  This is due to the company's
liquidity issues, which prevented the company from completing its
e-commerce system upgrade, encourage better pricing from vendors,
and maintain sufficient capital.

Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and
Uniform City National Inc. filed Chapter 11 petitions (Bankr. D.
Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013.  The
petitions were signed by Bryan Graiff, COO, CFO, VP, secretary,
and treasurer.  Life Uniform Holding disclosed $10,695,870 in
assets and $36,821,034 in liabilities as of the Chapter 11 filing.

Life Uniform and Uniform City received court authority on July 26
to sell the business for $22.6 million to Scrubs & Beyond LLC.
There were no competing bids, so an auction wasn't held.

First lien lender CapitalSource Finance LLC is owed on a $11.5
million revolver and $26 million term loan.  CapitalSource is
represented by Brian T. Rice, Esq., at Brown Rudnick LLP; and
Jeffrey C. Wisler, Esq., at Connolly Gallagher LLP.

Sun Uniforms Finance LLC is owed $6.1 million in principal on a
second lien note and holds two additional notes, each in the
original principal of $1.08 million.  Angelica Corp. holds an
unsecured junior subordinate not in the principal amount of $5.48
million.

Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg, LLP,
serves as the Debtors' counsel.  Epiq Bankruptcy Solutions acts as
the Debtors' administrative agent, and claims and noticing agent.
The Debtors' financial advisor is Capstone Advisory Group, LLC.

The Official Committee of Unsecured Creditors is represented by
Seth Van Aalten, Esq., at Cooley LLP, and Ann M. Kashishian, Esq.,
at Cousins Chipman & Brown, LLP as counsel.

The U.S Trustee for Region 3 appointed Boris Segalis of
InfoLawGroup LLP as consumer privacy ombudsman in the case.


LIFE UNIFORM: Brown Smith Approved as Wind-Down Accountants
-----------------------------------------------------------
Life Uniform Holding Corp. has been granted permission by U.S.
Bankruptcy Court to employ Brown Smith Wallace LLC as wind-down
tax accountants.

As reported in the Troubled Company Reporter on September 13,
2013, the firm, among other things, will (a) prepare and file all
necessary state, federal and tax returns for 2013, (b) prepare the
final 401(k) plan audit after final distribution from the plan,
and (c) supervise and optimize workers compensation funds.

The firm's rates are:

    Billing Category                Range
    ----------------                -----
       Partner                    $350-$380
       Principal                  $300
       Manager                    $250
       Senior                     $150-$200
       Staff                      $110-$140

                        About Life Uniform

Life Uniform was founded in 1965 when Angelica Corporation decided
to enter the retail uniform industry.  The first Life Uniform
store opened in 1965 in Clayton, Missouri.  At present, Life
Uniform is the nation's largest independently owned medical
professional supplier.

Sun Uniform LLC acquired Life Uniform in July 2004.  Since the
acquisition by Sun the company addressed sagging profitability and
overhead issues and quickly drove increases in profitability
through a combination of store rationalization and sensible
corporate overhead initiatives.  However, recent performance has
been declining in terms of revenue.  This is due to the company's
liquidity issues, which prevented the company from completing its
e-commerce system upgrade, encourage better pricing from vendors,
and maintain sufficient capital.

Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and
Uniform City National Inc. filed Chapter 11 petitions (Bankr. D.
Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013.  The
petitions were signed by Bryan Graiff, COO, CFO, VP, secretary,
and treasurer.  Life Uniform Holding disclosed $10,695,870 in
assets and $36,821,034 in liabilities as of the Chapter 11 filing.

Life Uniform and Uniform City received court authority on July 26
to sell the business for $22.6 million to Scrubs & Beyond LLC.
There were no competing bids, so an auction wasn't held.

First lien lender CapitalSource Finance LLC is owed on a $11.5
million revolver and $26 million term loan.  CapitalSource is
represented by Brian T. Rice, Esq., at Brown Rudnick LLP; and
Jeffrey C. Wisler, Esq., at Connolly Gallagher LLP.

Sun Uniforms Finance LLC is owed $6.1 million in principal on a
second lien note and holds two additional notes, each in the
original principal of $1.08 million.  Angelica Corp. holds an
unsecured junior subordinate not in the principal amount of $5.48
million.

Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg, LLP,
serves as the Debtors' counsel.  Epiq Bankruptcy Solutions acts as
the Debtors' administrative agent, and claims and noticing agent.
The Debtors' financial advisor is Capstone Advisory Group, LLC.
Crowe Horwath LLP serves as tax accountants and Brown Smith
Wallace LLC as wind-down tax accountants.

The Official Committee of Unsecured Creditors is represented by
Seth Van Aalten, Esq., at Cooley LLP, and Ann M. Kashishian, Esq.,
at Cousins Chipman & Brown, LLP as counsel.

The U.S Trustee for Region 3 appointed Boris Segalis of
InfoLawGroup LLP as consumer privacy ombudsman in the case.


MENDOCINO COAST: Westamerica's Objection on Eligibility Overruled
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
entered an order affirming Mendocino Coast Recreation and Park
District's Chapter 9 eligibility.

Creditor and appellant Westamerica Bank appealed the order of the
Bankruptcy Court overruling on the Bank's objection regarding
Debtor's Chapter 9 eligibility.

The District filed its Chapter 9 voluntary petition on Dec. 29,
2011.  The Bank objected to the petition on the ground that the
District failed to meet the Chapter 9 eligibility requirements in
Section 109(c)(5)(B) of the Bankruptcy Code.  The Court overruled
the Bank's objection.

Fort Bragg, California-based Mendocino Coast Recreation and Park
District filed for Chapter 9 protection (Bankr. N.D. Calif. Case
No. 11-14625) on Dec. 9, 2011).  Douglas B. Provencher, Esq., at
Law Offices of Provencher and Flatt, represents the Debtor.  The
Debtor estimated assets as $10 million to $50 million and debts at
$1 million to $10 million.  The petition was signed by James C.
Hurst, executive director.


MFM DELAWARE: Industries' Assets to Be Auctioned Oct. 25
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, on
Oct. 10, 2013, authorized MFM Delaware, Inc., et al., to sell
substantially all of MFM Industries, Inc.'s assets, in an auction
led by Tolsa USA, Inc.

The Debtors scheduled an Oct. 25 auction for the assets, at the
offices of King & Spalding LLP, 1180 Peachtree Street, N.E.,
Aylanta, Georgia.  Competing bids were due Oct. 21.

The Court will consider the sale of the assets to Tolsa USA or the
winning bidder at a hearing on Oct. 28, at 11:30 a.m.

In the event of any competing bids for the assets, resulting in
Tolsa USA not being the successful Buyer, it will receive a
breakup fee of 3% of the purchase price to be paid at the time of
the closing of the sale with such third party buyer.

Pharus Securities, LLC, the Debtors' investment banker, assisted
in marketing Industries' assets.

A copy of the terms of the sale is available for free at
http://bankrupt.com/misc/MFMDELAWARE_sale.pdf

                       About MFM Industries

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc., sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The Company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the Company in 1997.

Frederick B. Rosner, Esq., at Rossner Law Group LLC, serves as the
Debtors' bankruptcy counsel, and Pharus Securities, LLC, serves as
investment banker.

The Official Committee of Unsecured Creditors is represented by
Michael J. Barrie, Esq. at Benesch, Friedlander, Coiplan & Aronoff
LLP as its counsel; and Gavin/Solmonese LLC as its financial
advisor.


MOBILESMITH INC: Sells Add'l $240,000 Secured Convertible Note
--------------------------------------------------------------
MobileSmith, Inc., sold an additional convertible secured
subordinated note due Nov. 14, 2016, in the principal amount of
$240,000 to a current noteholder upon substantially the same terms
and conditions as the Company's previously issued notes.  The
Company is obligated to pay interest on the New Note at an
annualized rate of 8 percent payable in quarterly installments
commencing Jan. 15, 2014.  As with the Existing Notes, the Company
is not permitted to prepay the New Note without approval of the
holders of at least a majority of the aggregate principal amount
of the Notes then outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

The sale of the New Note was made pursuant to an exemption from
registration in reliance on Section 4(a)(2) of the Securities Act
of 1933, as amended.

                      About MobileSmith Inc.

MobileSmith, Inc. (formerly, Smart Online, Inc.) was incorporated
in the State of Delaware in 1993.  The Company changed its name to
MobileSmith, Inc., effective July 1, 2013.  The Company develops
and markets software products and services tailored to users of
mobile devices.  The Company's flagship product is The
MobileSmithTM Platform.  The MobileSmithTM Platform is an
innovative, patents pending mobile app development platform that
enables organizations to rapidly create, deploy, and manage
custom, native smartphone apps deliverable across iOS and Android
mobile platforms.

Smart Online disclosed a net loss of $4.39 million in 2012, as
compared with a net loss of $3.54 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $1.52 million in total
assets, $31.12 million in total liabilities and a $29.59 million
total stockholders' deficit.

Cherry Bekaert LLP, in Raleigh, North Carolina, 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 suffered recurring losses from operations and
has a working capital deficiency as of Dec. 31, 2012, which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


MOHEGAN TRIBAL: S&P Assigns 'B-' Rating to New $715MM Facilities
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Uncasville, Conn.-
based Mohegan Tribal Gaming Authority's (MTGA) proposed
$715 million senior secured credit facilities its 'B-'
issue-level rating.  The credit facilities will consist of a
$100 million revolving credit facility due 2018, $150 million term
loan A due 2018, and $465 million term loan B due 2019.

Standard & Poor's does not assign recovery ratings to Native
American debt issues, as there are sufficient uncertainties
surrounding the exercise of creditor rights against a sovereign
nation.  These include whether the U.S. Bankruptcy Code would
apply, whether a U.S. court would ultimately be the appropriate
venue to settle such a matter, and to what extent a creditor would
be able to enforce any judgment against the sovereign nation.  The
notching of S&P's issue-level ratings from our issuer credit
rating on a given Native American issuer reflects the relative
position of each security in the capital structure, incorporating
the amount of higher ranking debt ahead of each issue.  The
proposed senior secured credit facilities will be the highest
ranking debt in the capital structure.  As a result, the 'B-'
issue-level rating assigned to them is the same as the 'B-' issuer
credit rating on MTGA.

MTGA plans to use the proceeds to repay its existing revolving
credit facility, term loan A, and first-lien second-out term loan,
and to pay fees and expenses.  S&P plans to withdraw its issue-
level ratings on the aforementioned debt following the
refinancing.

All other ratings on MTGA, including S&P's 'B-' issuer credit
rating, remain unchanged.

S&P's issuer credit rating on MTGA reflects its assessment of its
business risk profile as "weak," and its financial risk profile as
"highly leveraged."

S&P's assessment of MTGA's business risk profile as weak reflects
limited cash flow diversity given its significant concentration in
one resort in the Connecticut gaming market (representing just
over 80% of forecasted fiscal 2014 property level EBITDA), and
significant longer-term competitive pressures that MTGA will
likely face at this property as Massachusetts allows and New York
expands gaming options.  Cash flow from MTGA's other property in
the Poconos area of Pennsylvania, and the high quality of its
properties, particularly its resort in Connecticut, somewhat
offset these factors.

S&P's assessment of MTGA's financial risk profile as highly
leveraged takes into account adjusted leverage that S&P expects to
remain above 6x through the end of fiscal 2014.  It also reflects
S&P's expectation that interest coverage will improve to the high-
1x area in fiscal 2014, pro forma for the refinancing
transactions.  S&P adjusts MTGA's EBITDA to remove relinquishment
payments to former developers and the $50 million priority
distribution paid to the Tribe, because S&P considers these
operating expenses of MTGA.

RATINGS LIST

Mohegan Tribal Gaming Authority
Issuer Credit Rating             B-/Stable/--

New Ratings

Mohegan Tribal Gaming Authority
Senior Secured
  $100M revolver due 2018         B-
  $150M term loan A due 2018      B-
  $465M term loan B due 2019      B-


MONTREAL MAINE: Court Okays Appointment of Victim's Committee
-------------------------------------------------------------
In the Chapter 11 case of Montreal, Maine & Atlantic Railway Ltd.,
the U.S. Bankruptcy Court approved the request of certain victims
of the July 6, 2013 train derailment in Lac-Megantic, Quebec, for
appointment of a victim's committee.

Initially, two of three groups of victims sought such recognition.
The requests for a victims' committee were opposed initially by
the Chapter 11 trustee and the United States Trustee.  Their
objections were withdrawn when the Bankruptcy Court announced
that, if authorized, the victims' committee would not be empowered
to employ any professionals other than counsel or be empowered to
perform any duties beyond those enumerated in 11 U.S.C. Sec.
1103(c)(1) and (3) without specific leave of court.

Prior to the hearing on the victims' motion, two of the three
victims' groups merged and formed their own "informal" or
"unofficial" committee of 42 of the 47 wrongful death victims.

The Group of 42 has withdrawn its request for official committee
designation.

The proponents of the current motion include the Province of
Quebec, the municipality of Lac-Megantic and the representatives
of certain class action plaintiffs in civil actions pending
elsewhere.

According to the Bankruptcy Court, in an ordinary commercial
chapter 11 case the appointment of a committee of creditors by the
United States Trustee is commonplace.  However, in a railroad
reorganization, like Montreal Maine's case, Sec. 1102(a)(1) does
not apply.  "This departure from common practice in this case has
been accepted by the parties and is not in dispute," the Court
noted.

"The authorization of an additional committee is an extraordinary
remedy that courts are reluctant to grant.

"When faced with the issue, courts generally ask two questions: Is
the appointment of an additional committee necessary to assure
adequate representation of the proponents; and, if so, do the
circumstances warrant the exercise of the court's discretion?  The
burden on each of these questions falls on the proponents."

"No hard evidence was offered by the proponents on either
question.

"Perhaps this is because it is apparent to all that the victims of
the Lac-Megantic derailment are creditors and parties-in-interest,
who have suffered great physical, psychological and economic harm.

"It is equally clear that the victims are not of a single type.

"Some, like the surrogates in the Group of 42, have wrongful death
claims; others may be survivors with personal injury tort claims,
or people who have lost their homes, livelihoods and property.

"Others may be non-governmental agencies or entities and agencies
of the Canadian federal government, the Province of Quebec, and
the municipality that have contributed aid and shelter to the
victims or devoted assets to the clean-up and restoration efforts.

"The special concern of the Group of 42 is that the attorneys
representing the group as a whole and each individual member are,
and should remain, the sole spokesmen for their clients; and, if
authorized, a victims' committee might come between the members of
the group and their chosen representatives.  This worry is
legitimate; however, the contractual arrangements affecting the
Group of 42 do not impact others beyond that group who may be
deemed eligible for membership on a victims' committee.

"Moreover, if invited by the United States Trustee, the Group of
42, as such, or any member thereof, may chose to serve on the
victims' committee along with non-group victims."

The Court held that the proponents of a victims' committee have
met their burden on the need of representation in the formulation
of a plan which will determine the extent to which victims may
share in any distribution.

"An official committee will give them a voice at the table.  I
also conclude that there are several reasons for me to exercise my
discretion in this instance. A victims' committee will (1) provide
an extra-judicial forum for victims with claims of different kinds
to develop a common approach to case administration, the
development of a plan and any issue in the case; (2) allow victims
to speak with one voice when appropriate on any issue in the case
without hampering the rights of any individual party-in-interest;
(3) give official standing and voice to victims who may be without
one in these proceedings; and (4) give the trustee and other
parties a point of contact and negotiating partner on a plan and
any other issue in the case."

The Court directed the U.S. Trustee to appoint a victims'
committee to assure adequate representation of victims of the Lac-
Megantic derailment in the bankruptcy case.  "In so doing the
United States Trustee shall exercise his discretion and appoint a
committee of sufficient size and diversity so that the purpose of
this authorization is fulfilled; and it is further ordered that
the victims' committee shall not be empowered to employ any
professionals other than counsel or be empowered to perform any
duties beyond those enumerated in Sec. 1103(c)(1) and (3) without
specific leave of court," the Court said.

                     About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel.  Development Specialists, Inc.,
serves as his financial advisor.  Gordian Group, LLC, serves as
the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, is seeking financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

The Hermon, Maine-based carrier is still working to create a
formal claims process for the families of the victims and other
claims holders.  The carrier will present a formal process to the
court for approval by Nov. 30, according to the filings, Bloomberg
News reported.


MONTREAL MAINE: Victims Group Objects to Shaw Fishman Hiring
------------------------------------------------------------
In the Chapter 11 case of Montreal, Maine & Atlantic Railway Ltd.,
an informal committee representing the interests if wrongful death
victims of the probate estates of the 42 victims (the wrongful
death claimants) earlier this month filed an objection to the
Chapter 11 Trustee's motion to employ Shaw, Fishman, Glantz and
Towbin LLC as special counsel, on the basis that Shaw-Fishman has
a non-waivable conflict of interest and that the Chapter 11
Trustee has failed to offer any legitimate reason to expend estate
funds to participate in litigation in Illinois.

According to the wrongful death claimants, the Chapter 11 Trustee
-- in complete disregard of the Bankruptcy Court's repeated
admonitions to limit administrative expenses to those necessary to
operate the railroad until it can be orderly liquidated -- is
fully engaged in a coordinated campaign with other tortfeasors who
share responsibility for the disaster to deny the wrongful death
claimants their rights to choose the forum where they prosecute
their claims against non-debtor parties.  Despite that MMA is not
a defendant in the Illinois lawsuits, the Chapter 11 Trustee has
joined forces with the World Fuel, Western Petroleum Company and
Petroleum Transport Solutions, LLC to accomplish the removal of
the wrongful death cases; not only from the jurisdiction of
Illinois state court, but also from the venue of the federal court
in Northern District of Illinois.  While the non-debtor
tortfeastors' motivation to impose a forum which caps wrongful
death recoveries is readily apparent, the Trustee's inducement to
participate in the hijacking of the wrongful death claimants'
lawsuit is more subtle and sinister.

According to the claimants, as the Chapter 11 Trustee indicated
that the estate may be insolvent, his efforts should be focused on
the operation of the railroad until it can be orderly liquidated.
Attorneys for World Fuel, WPC and PTS, however, have enlisted the
Trustee to do everything in his power to accomplish a transfer of
the wrongful death suits to a forum with caps.  In return, the
Trustee seeks to artificially enhance the estate by obtaining the
tortfeasors' agreement to pay any settlement of such personal
injury claims into the bankruptcy estate.

The claimants argued that the development and accomplishment of
such a plan demands tight coordination and cooperation amongst
each of the party's professional.  Accordingly, the Trustee and
the non-debtor tortfeasors have assembled a team with remarkable
ties.

The claimants contend that the Declaration of Brain Shaw, filed in
support of the Chapter 11 Trustee's Application, reveals that Jay
Geller not only serve as 'of counsel' with the firm of Shaw-
Fishman, but also has a close relationship with the Trustee.  This
is quite significant as Mr. Geller represents several of the non-
debtor tortfeasors named as defendants in the Illinois wrongful
death lawsuits.  This revelation, coupled with the Trustee's
assertion that bankruptcy court jurisdiction can be established by
his pledge to sue these same non-debtor tortfeasors, manifest a
patent conflict in violation of not only 11 U.S.C.A Sec. 327, but
also Rule 1.7(b)(3) of the Illinois Rules of Professional Conduct.

Finally, the claimants argue, even if the Chapter 11 Trustee was
applying to engage a firm which was not conflicted, nothing in the
Application suggests a proper for the engagement.  Merely
indicating a desire to hire counsel to engage in liquidation
cannot justify the expense, particularly where the MMA is not even
a named party.

                     About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel.  Development Specialists, Inc.,
serves as his financial advisor.  Gordian Group, LLC, serves as
the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, is seeking financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

The Hermon, Maine-based carrier is still working to create a
formal claims process for the families of the victims and other
claims holders.  The carrier will present a formal process to the
court for approval by Nov. 30, according to the filings, Bloomberg
News reported.


MONTREAL MAINE: Closes on $3MM Financing; Has 18 Potential Suitors
------------------------------------------------------------------
The Associated Press reports that Robert Keach, a Portland
attorney appointed as trustee to oversee the bankruptcy of
Montreal, Maine & Atlantic Railway Inc., said Monday there are 18
potential suitors who have expressed interest in buying the
bankrupt railroad.

Kennebec Journal reports that Mr. Keach also said Monday that
Montreal Maine closed Friday on a $3 million loan from Camden
National Bank that will keep the railroad operating into 2014.
According the report, Mr. Keach has said he is working to sell the
company out of bankruptcy but needed the loan to pay creditors and
legal fees.

According to the Associated Press, with the loan in place,
officials said Monday that all Montreal, Maine and Atlantic trains
in the U.S. and Canada will be staffed by two-man crews,
regardless of cargo.

                        About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel.  Development Specialists, Inc.,
serves as his financial advisor.  Gordian Group, LLC, serves as
the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, is seeking financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

The Hermon, Maine-based carrier is still working to create a
formal claims process for the families of the victims and other
claims holders.  The carrier will present a formal process to the
court for approval by Nov. 30, according to the filings, Bloomberg
News reported.


MORGAN SCHOOL: Underperforming School Faces State Receivership
--------------------------------------------------------------
Yoojin Cho at wwlp.com reports that after last school year's MCAS
results, the state of Massachusetts designated the Morgan School
in Holyoke as "chronically underperforming."

The Commissioner wants the state to temporarily take control of
Holyoke's Morgan Elementary School, according to wwlp.com.

The report notes that the Morgan School has been "underperforming"
for three years.

Now it could be designated as "chronically underperforming."
Commissioner Chester said, with no substantial improvement in
reading and math, the state will get involved, the report relates.

The report discloses that Commissioner Chester said that's not
good enough.  Commissioner Chester told 22News after reviewing the
2013 MCAS scores, he has determined that Holyoke's Morgan School
is "chronically underperforming."  Commissioner Chester wants to
designate it as a "Level 5 school," and have the state temporarily
take over, the report says.

However, the report discloses that parents and teachers asked the
Commissioner to postpone the state takeover, that the school has
come a long way, and they can do more to improve it.

One teacher told 22News more funding to reduce the class size
should be Step #1.


MPG OFFICE: Securities Delisted From NYSE
-----------------------------------------
The New York Stock Exchange LLC filed a Form 25 with the U.S.
Securities and Exchange Commission to remove from listing or
registration MPG Office Trust, Inc.'s common stock and 7.625
Percent Series A Cumulative Redeemable Preferred Stock, $0.01 par
value, under Section 12(b) of the Securities Exchange Act of 1934.

The Company separate filed a Post-Effective Amendment relating to
the following Registration Statements on Form S-8:

  * Registration Statement No. 333-182472 registering 724,264
    shares of common stock, par value $0.01 per share, of the
    Company reserved for issuance under the Second Amended and
    Restated 2003 Incentive Award Plan of MPG Office Trust, Inc.,
    MPG Office Trust Services, Inc. and MPG Office, L.P., as
    amended;

  * Registration Statement No. 333-178605 registering 307,384
    shares of common stock reserved for issuance under the
    Incentive Plan;

  * Registration Statement No. 333-162542 registering 500,000
    shares of common stock reserved for issuance under the MPG
    Office Trust, Inc., Director Stock Plan;

  * Registration Statement No. 333-147541 registering 1,233,139
    shares of common stock reserved for issuance under the
    Incentive Plan; and

  * Registration Statement No. 333-106622 registering 4,816,861
    shares of common stock reserved for issuance under the
    Incentive Plan.

On April 24, 2013, the Company and MPG Office, L.P., entered into
a definitive merger agreement pursuant to which Brookfield DTLA
Holdings L.P., a Delaware limited partnership, controlled by
Brookfield Office Properties Inc. agreed to acquire the Company.
On Oct. 15, 2013, pursuant to the terms of the Merger Agreement,
the Company was merged with and into Brookfield DTLA Fund Office
Trust Inc., with REIT Merger Sub surviving the merger, and
Brookfield DTLA Fund Properties LLC, a Maryland limited liability
company was merged with and into the Operating Partnership, with
the Operating Partnership surviving the merger.

At the effective time of the merger, each issued and outstanding
share of the Company's common stock was automatically converted
into, and canceled in exchange for, the right to receive $3.15 per
share in cash, without interest and less any required withholding
tax.

As a result of the merger, the Company has terminated all
offerings of securities pursuant to its existing registration
statements under the Securities Act of 1933, as amended, including
the Registration Statements.

                      About MPG Office Trust

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

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, as compared with net income of $98.22 million
on $234.96 million of total revenue during the prior year.  As of
June 30, 2013, the Company had $1.28 billion in total assets,
$1.71 billion in total liabilities and a $437.26 million
total deficit.

In its Form 10-K filing with the Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2012, the Company
said it is working to address challenges to its liquidity
position, particularly debt maturities, leasing costs and capital
expenditures.  The Company said, "We do not currently have
committed sources of cash adequate to fund all of our potential
needs, including our 2013 debt maturities.  If we are unable to
raise additional capital or sell assets, we may face challenges in
repaying, extending or refinancing our existing debt on favorable
terms or at all, and we may be forced to give back assets to the
relevant mortgage lenders.  While we believe that access to future
sources of significant cash will be challenging, we believe that
we will have access to some of the liquidity sources identified
above and that those sources will be sufficient to meet our near-
term liquidity needs."

On March 11, 2013, the Company entered into an agreement to sell
US Bank Tower and the Westlawn off-site parking garage.  The
transaction is expected to close June 28, 2013, subject to
customary closing conditions.  The net proceeds from the
transaction are expected to be roughly $103 million, a portion of
which may potentially be used to make loan re-balancing payments
on the Company's upcoming 2013 debt maturities at KPMG Tower and
777 Tower.

Roughly $898 million of the company's debt matures in 2013.

"Our ability to access the capital markets to raise capital is
highly uncertain.  Our substantial indebtedness may prevent us
from being able to raise debt financing on acceptable terms or at
all.  We believe we are unlikely to be able to raise equity
capital in the capital markets," the Company said.

"Future sources of significant cash are essential to our liquidity
and financial position, and if we are unable to generate adequate
cash from these sources we will have liquidity-related problems
and will be exposed to material risks.  In addition, our inability
to secure adequate sources of liquidity could lead to our eventual
insolvency," the Company added.


MORGANS HOTEL: Ronald Burkle Held 27.4% Stake at October 15
-----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Ronald W. Burkle and his affiliates disclosed
that as of Oct. 15, 2013, they beneficially owned 12,522,367
shares of common stock of Morgans Hotel Group Co. representing
27.4 percent of the shares outstanding.  Mr. Burkle previously
reported beneficial ownership of 12,522,367 common shares or 27.9
percent equity stake as of March 30, 2013.   A copy of the
regulatory filing is available for free at http://is.gd/awzs8u

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company incurred a net loss attributable to common
stockholders of $66.81 million in 2012, a net loss attributable to
common stockholders of $95.34 million in 2011, and a net loss
attributable to common stockholders of $89.96 million in 2010.
Morgans Hotel's balance sheet at June 30, 2013, showed $580.67
million in total assets, $744.32 million in total liabilities,
$6.04 million in redeemable noncontrolling interest and a
$169.70 million total stockholders' deficit.


MW GROUP: Hearing on Collateral Valuation Continued Until Dec. 3
----------------------------------------------------------------
The Bankruptcy Court has continued the hearing on the motion of
MW Group LLC for valuation of collateral to Dec. 3, 2013, at
9:30 a.m.

As reported by the Troubled Company Reporter on June 13, 2013, the
Debtor sought valuation of collateral to determine the value of
the claim of Bank of America, N.A., secured by property of the
estate for the purposes of plan confirmation.

Bank of America asserts that as of the Petition Date, it was owed
$5,201,057 in unpaid principal, $443,938 in accrued and unpaid
interest, and $80,424 in legal fees and costs.

Based upon appraisals conducted by Bidencope & Associates, the
Debtor contends that the fair market value of the Bank of America
collateral is $10,614,000.

                           About MW Group

Charlotte, North Carolina-based MW Group LLC filed for Chapter 11
bankruptcy (Bankr. W.D.N.C. Case No. 11-32674) on Oct. 21, 2011.
The Debtor scheduled assets of $10.32 million and liabilities of
$8.42 million.  Donald R. James signed the petition as manager.

The Debtor's assets consist of 36.5 acres of vacant land, 48 condo
units for rent, and 200 apartments known as Weyland and Weyland
II, located in Charlotte, Mecklenburg County, North Carolina.

No official committee of unsecured creditors has been appointed in
the case.


MW GROUP: Bank of America Consents to Cash Use Until Dec. 31
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina, in a seventh supplemental consent order, authorized MW
Group, LLC's continued use of cash collateral.

The Debtor's authorization to use cash collateral will terminate
on Dec. 31, 2013, and the Debtor may not make further use or
consumption of cash collateral absent express written consent of
lender or further order of the Court.

The consent order was agreed to by the Debtor and creditor Bank of
America, N.A.

                          About MW Group

Charlotte, North Carolina-based MW Group LLC filed for Chapter 11
bankruptcy (Bankr. W.D.N.C. Case No. 11-32674) on Oct. 21, 2011.
The Debtor scheduled assets of $10.32 million and liabilities of
$8.42 million.  Donald R. James signed the petition as manager.

The Debtor's assets consist of 36.5 acres of vacant land, 48 condo
units for rent, and 200 apartments known as Weyland and Weyland
II, located in Charlotte, Mecklenburg County, North Carolina.

No official committee of unsecured creditors has been appointed in
the case.

Creditor Bank of America, N.A., filed a Chapter 11 Plan of
Liquidation while the Debtor proposed a First Amended Plan of
Reorganization.


NATURAL MOLECULAR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Natural Molecular Testing Corporation

        223 SW 41st Street
        Renton, WA 98057

Case No.: 13-19298

Chapter 11 Petition Date: October 21, 2013

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

Debtor's Counsel: Arnold M. Willig, Esq.
                  HACKER & WILLIG INC PS
                  520 Pike Street, Suite 2500
                  Seattle, WA 98101
                  Tel: 206-340-1935
                  Email: arnie@hackerwillig.com

Estimated Assets: $100 million to $500 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Beau Fessenden, president/chairman.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim     Claim Amount
   ------                      ---------------     ------------
A.B. Williams Inc.               Contract              $500,000
211 Whistlers Way
Hattiesburg, MS 39402

AutoGenomics, Inc.               Contract            $6,325,150
2980 Scott St.
Vista, CA 92081

Camber Health Partners, Inc.     Contract            $1,200,000
302 S. 9th Street, Ste 201
Tacoma, WA 98402

CBeyond                          Contract              $353,473
c/o William H. Weber, Esq.
320 Interstate North Pkwy SE
Atlanta, GA 30339

Clinical                         Contract           $75,700,000
Microsensors/Genmark
PO Box 80382
City of Industry, CA
91716-8382

Curtis R. Pierce                 Settlement            $550,000
2945 Sunlight Beach Rd
Clinton, WA 98236

Eloisa Gordon                    Settlement            $550,000
Gordon Ventures LLC
17146 114th Ln. SE
Renton, WA 98055

GenoPath Solutions, LLC          Contract            $2,284,382
Attn: John L. Stoddard
4900 Preakness Circle
Brownsboro, AL 35741

HDSherrer LLC                    Contract            $3,000,000
Hugh Duncan Sherer
23 John Galt Way
Mount Pleasant, SC 29464

Honolulu Blue Ventures           Contract              $240,394

Kristi and James Brown           Settlement            $350,000
c/o Timothy D. Shea, Esq.
Lee Smart P.S., Inc.
701 Pike St., Ste 1800
Seattle, WA 98101-3929

Luminex Molecular                Contract            $4,006,022
Diagnostics
439 University Ave, Ste 900
Toronto M5G 1Y8
CANADA

Manju Beier, Pharm.D             Contract              $438,615
4855 Starak Lane
Ann Arbor, MI 48105

Michael Tain                     Contract              $224,999

MITC Solutions                   Contract              $201,441
8835 Feather Trail
Helotes, TX 78023

Patrick Ridgeway                 Contract              $362,667
2560 Lake Circle
Jackson, MS 39211

Pharmacogenomics Testing,        Contract              $535,320
LLC
25806 Lewis Ranch Rd.
New Braunfels, TX 78132

Roche Diagnostics                Contract              $319,604
Corporation
Mailcode 5021
PO Box 660367
Dallas, TX 75266-0367

Roger Rodkey d/b/a               Contract            $1,200,000
Genetic Pathways, LLC
c/o C Christian Frederiksen Jr
1445 Ross Ave, Ste 2400
Dallas, TX 75202

Sarjnit Patel d/b/a              Contract              $282,382
SJS Health LLC
248 Providence Blvd
Macon, GA 31210


NEOMEDIA TECHNOLOGIES: Inks Debenture Redemption Pact with YA
-------------------------------------------------------------
NeoMedia Technologies, Inc., entered into a Debenture Redemption
Agreement with YA Global Investments, L.P., pursuant to which the
the Company has the option to redeem outstanding amounts under the
six secured convertible debentures issued by the Company currently
held by YA at a purchase price equal to 75 percent of the value of
the amount being redeemed (a 25 percent reduction in the
redemption amount).  The Agreement may be terminated by either
party upon 90 days' written notice.

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.

NeoMedia reported a net loss of $19.38 million in 2012 and a net
loss of $849,000 in 2011.  As of June 30, 2013, the Company had
$5.79 million in total assets, $92.13 million in total
liabilities, all current, $4.81 million in series C convertible
preferred stock, $348,000 in series D convertible preferred stock,
and a $91.51 million total shareholders' deficit.


NRG ENERGY: Moody's Affirms Ba3 CFR & B1 Sr. Unsec. Debt Rating
---------------------------------------------------------------
Moody's Investors Service affirmed all of NRG Energy Inc.'s
ratings, including its Corporate Family Rating at Ba3, its senior
unsecured debt rating of B1, and its senior secured debt at Baa3,
following the company's recent announcement to acquire the assets
of Edison Mission Energy (EME) for $2.6 billion plus $1.2 billion
in assumed debt. The rating outlook is stable.

"We view the EME asset acquisition, as currently proposed, to be
credit neutral," said Moody's Vice President Toby Shea. "The
company's asset quality and scale will improve incrementally
(adding 8 GW to 46 GW of existing capacity) while the debt
leverage will stay within Moody's existing expectation, with the
standalone CFO Pre-WC to debt ratio remaining above 10%."

Ratings Rationale:

NRG's Ba3 Corporate Family Rating (CFR) primarily reflects its
position as the largest independent power producer in the US by
generating capacity. The rating also incorporates the company's
significant debt leverage and the current industry downturn for US
merchant companies. The current downturn is heavily driven by low
natural gas prices and Moody's does not foresee a meaningful
recovery in the next few years due to a glut of natural gas
reserves created by continued shale gas development. Widespread
surplus generating capacity is another important contributing
factor for the current downturn. Fortunately for NRG, it has a
large presence in Texas, the only region in the US currently with
a tight generating supply position. NRG's CFR of Ba3 is rated two
notches higher than the B2 CFR for its GenOn subsidiary,
reflecting NRG's limited support to GenOn and its subsidiaries.

NRG's speculative grade liquidity rating is SGL-2. The company
continues to possess good liquidity, with $1.6 billion of cash on
hand and $1.2 billion of unused capacity on its current revolving
credit facility. Excluding non-recourse debt maturities, NRG's
will not have any major debt maturities until 2018.

Outlook - Stable

The stable outlook reflects NRG's solid cash flow generation
capability in the midst of a downturn for the sector. However,
Moody's is concerned about the potential leverage effects of
shareholder friendly initiatives such as increasing dividends and
the recent formation of NRG Yield Co.

What Can Change the Rating Up:

A moderation in NRG's current debt leverage (cash to interest
coverage above 3x) on a sustained basis could result in upward
rating pressure.

What Can Change the Rating Down:

Moody's may take a negative rating action should shareholder
friendly initiatives or further acquisitions that result in
additional leverage (cash flow interest coverage falling below
2.5x) or impairs the quality of the cash flow.

Rating Affirmed:

Issuer: NRG Energy, Inc.

Corporate Family Rating: Ba3

Senior Secured Rating: Baa3, LGD2, 15%

Senior Unsecured Rating: B1, LGD4, 65%

Probability of Default Rating: Ba3-PD

Speculative grade liquidity rating: SGL-2

NRG, headquartered in Princeton, NJ, is a leading independent
power producer with ownership interests in 47 GW of generating
capacity.


OGX PETROLEO: In Talks with Vinci Partners, Others Over Investment
------------------------------------------------------------------
Rogerio Jelmayer, writing for Daily Bankruptcy Review, reported
that troubled Brazilian oil company OGX Petroleo e Gas
Participacoes SA, controlled by entrepreneur Eike Batista, on Oct.
17 confirmed it is in talks with local private-equity fund Vinci
Partners, among others, over a possible investment in the firm.

According to the report, Mr. Batista and OGX's restructuring
advisers are scrambling to raise fresh capital while at the same
time they are renegotiating $3.6 billion in outstanding bonds, in
an attempt to avoid financial collapse and continue to finance its
remaining oil field operations.

OGX said in a statement that so far there has been no agreement on
any potential deal with Vinci Partners or the other groups, the
report related.

A person involved in the talks has earlier said OGX was in
concrete talks with at least one investor for a capital injection
of some $150 million to $200 million, the report further related.

Since then, the company's shares have soared, the report noted.
So far for the week Oct. 14 to 18, OGX shares are up 90.5% at 0.40
Brazilian reais (18 cents), although they are still down more than
90% from one year ago, the report added.


ORANGE REGIONAL: Fitch Affirms 'BB+' Rating on $252MM Bonds
-----------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the approximately
$252 million series 2008 bonds issued by the Dormitory Authority
of the State of New York on behalf of Orange Regional Medical
Center (ORMC).

The Rating Outlook is Stable.

Security

The bonds are secured by a gross receipts pledge and a mortgage.
Further security is provided by a debt service reserve fund.

Key Rating Drivers

Slower Than Expected Benefits From New Facility: Since ORMC
consolidated two hospitals into one site, volumes, expected
savings and liquidity growth are lower than original projections.
However, ORMC's operating EBITDA margin has been solid, which
produced adequate debt service coverage for the rating level.

Elevated Debt Burden: As a result of its new facility, ORMC has a
significantly elevated debt burden, which is one of the main
factors for its below investment grade rating. Maximum annual debt
service (MADS) coverage by EBITDA dropped to 1.5 times (x) through
the 2013 interim period, consistent with the below investment
grade median of 1.6x, but MADS is a very high 6.6% of revenues, as
compared to the median of 3.1%.

Weak Liquidity: Days cash on hand (DCOH) at 74.8 days as of Sept.
30, 2013 are consistent with the below investment grade median of
73.2 DCOH, but both the 3.0x cushion ratio and cash to debt at 27%
significantly lag the below investment grade medians of 5.4x and
53%, respectively.

New Physical Plant: ORMC operates a new, state-of-the-art
hospital, which opened Aug. 5, 2011 and has no major capital needs
in the near to medium term.

Rating Sensitivities

Maintaining Solid Debt Service Coverage and Cash Flow: Given
ORMC's high debt burden, it is imperative that ORMC maintains
solid operating cash flow to cover its debt service requirements.
A further deterioration in financial performance would likely lead
to negative rating pressure.

Credit Profile

ORMC operates a new 383 licensed bed facility, located in
Middletown, NY, approximately 65 miles northwest of New York City.
The new hospital replaced two previous facilities in Goshen and
Middletown, which have since been closed. ORMC's parent is the
Greater Hudson Valley Health System (GHVHS), also the parent of
two-campus Catskill Regional Medical Center, which ORMC manages.
Total revenue in fiscal 2012 (Dec. 31 year end) was $353 million.
There is no audit of GHVHS and Fitch's analysis is based solely on
ORMC.

Benefits From New Facility Slower Than Expected

ORMC's performance is weaker than expected as the cost savings
from consolidating two campuses have not yet been fully realized.
ORMC had budgeted a $7.7 million loss from operations for fiscal
year ended Dec. 31, 2012, given the increase in depreciation and
interest expense from the new facility. The actual operating loss
of $6.4 million included an unbudgeted $4 million gain from ORMC's
participation in the Medicare 'rural floor' adjustment class
action settlement; without this one-time gain, the loss from
operations would have been over $10 million for the year.
Management attributes the over-budget losses to a drop in volume
and inefficiencies engendered during the conversion from two
facilities to one. There were also IT-related expenses as ORMC
converted its billing systems to its new Epic platform in April
2013 and the electronic medical record went live in 2012.

Recognizing the need to reduce expenses, management identified
$10-12 million which could be taken out of the cost structure, not
all of which will be realized in fiscal 2013. ORMC instituted a
reduction in force (RIF) in the spring of 2013, which eliminated
141 FTEs, but not affecting bedside positions or patient care.
Accrued severance expenses of $786,000 were booked in this period,
depressing profitability. For the nine months ended Sept. 30, 2013
(unaudited), the operating loss grew to $7.6 million.

Adjusting operating results to exclude the 'rural floor'
settlement, which inflated 2012 results, and the accrued severance
cost expense booked in 2013, the run-rate for the 2013 interim
period would have been in line with the prior year interim period.
Management's budget for fiscal 2013 is a loss of $5.4 million from
operations and a fiscal 2014 operations are projected to produce
operating income of $6 million, which Fitch feels may be difficult
to achieve as projected.

Operating cash flow is solid despite the operating losses due to
the higher depreciation and interest expense. Operating EBITDA
margin was 9.2% for the nine months ended Sept. 30, 2013 compared
to 10.3% the same prior year period and 10.6% in fiscal 2012.

Overall volumes dropped both as a result of an increase in
observation days and from lower use rates as Crystal Run Health,
the major physician group in the service area, began to move
toward ACO-oriented, population health management strategies. ORMC
enjoys a longstanding relationship with Crystal Run and has
benefitted from a majority of its inpatient admissions; however,
as the overall level of patient referrals drops, ORMC will need to
enhance its service line offerings to replace volume. Management
is making strategic investments in several services intended to
stem outmigration, e.g. trauma program, NICU, pediatric emergency
department with dedicated pediatric hospitalists, hand injury
program, and cardiac catheterization services. This last program
is a growing specialty for ORMC, which had previously referred out
all cardiac cath patients. The hospital now has an
electrophysiology (EP) lab and additional physicians treating
patients on-site; management reports ORMC performing 2,500
interventions a year.

High Debt Burden

Due to the substantial increase in debt to fund construction of
the new facility, debt-related metrics are high. Debt service
coverage of 1.5x MADS through the nine months ended Sept. 30, 2013
is consistent with the rating median of 1.6x. Based on
management's budget for fiscal 2013, the organization would
produce debt service coverage of approximately 1.5x, above its
rate covenant of 1.25x. However, the debt burden is high, with
MADS at 6.6% of revenues, compared to the below investment grade
median of 3.1%. Debt to capitalization at 75.7% is higher than
that of any of its 'BB+' rated peers, and unfavorable to the
median of 59.6%. ORMC has no additional debt capacity at the
current rating level.

Weak Liquidity

Liquidity metrics related to debt are extremely weak. The cushion
ratio of 3.0x at Sept. 30, 2013 is unfavorable to the median of
5.4x. The cushion ratio was only marginally higher at 3.1x in
December 2012, when the hospital's operating profile was stronger.
Cash to debt has been consistently low, and now is an extremely
thin 27%. Similarly, the current asset and current liability
related metrics, days in A/R and days in current liabilities
(measuring the level of accounts payable) are unfavorable to the
medians.

At June 30, 2013, days cash on hand is consistent with the median,
at 74.8 days cash, but this measure has deteriorated from a high
of 91 days in 2010, and from 78.9 days at Dec. 31, 2012. ORMC has
a 60 days cash on hand covenant and overall liquidity is much
weaker than original projections.

New Physical Plant

The state-of-the-art replacement facility is the first new
hospital built in New York State in 20 years. Fitch views the
physical plant as a competitive advantage as ORMC should not have
any major capital expenses over the medium term, which mitigates
its lack of debt capacity. However, it does not appear that the
hospital has yet reaped the full advantages from its new facility.
With the reduction in force in the third quarter 2013, there is
potential to turn financial operations around.

Necessity to Maintain Solid Operating Cash Flow

Fitch expects that the projected $10 - $12 million annual savings
from the spring 2013 RIF will have a positive impact on
operations. Increased volume from expanded service lines could
help produce positive operating performance. The strategies to
improve profitability should further help ORMC maintain solid
operating cash flow. ORMC has limited cushion at the current
rating level given its high debt burden and a further
deterioration in financial performance would likely lead to
negative rating pressure.

Debt Profile

ORMC has $252 million of traditional fixed-rate bonds outstanding
(Series 2008). In addition to the bonds there are $2.7 million in
loans and capital leases, which have a short amortization
structure. There are no swaps.

Disclosure

ORMC covenants to submit audited consolidated financial statements
within 150 days after year-end, unaudited financial statements 45
days after the first three quarter-ends, and 60 days after the
fourth quarter-end, to the MSRB's EMMA system.


PACIFIC CARGO: Court Strikes GE Capital's Bid to Vacate Sale Order
------------------------------------------------------------------
Bankruptcy Judge Randall L. Dunn denies General Electric Capital
Corporation's motion to vacate the Order Approving Asset Purchase
Agreement by and between Hilco Industrial, LLC and Pacific Cargo
Services, LLC, entered on July 31, 2013, in the bankruptcy case of
Pacific Cargo.

A copy of the Bankruptcy Court's Sept. 18, 2013 Memorandum Opinion
is available at http://is.gd/3uiCmcfrom Leagle.com.

Pacific Cargo Services, LLC, filed its petition for protection
under chapter 11 on January 28, 2013 (Bankr. Ore. Case No. 13-
30439).  The Debtor was an expedited freight company, focusing on
overnight deliveries.  It operated in five states with 248
employees.  Tara J. Schleicher, Esq. of Farleigh Wada Witt, serve
as counsel to the Debtor.


PATIENT TECHNOLOGIES: Inks Office Lease Agreement with Irvine
-------------------------------------------------------------
Patient Technologies, Inc., entered into a lease agreement with
the Irvine Company.  The lease covers 8,772 square feet of
corporate office space located at 15440 Laguna Canyon Road, Suite
150, Irvine, California, 92618, which the Company plans to use as
its new headquarters.  The initial term of the Sublease is from
Dec. 1, 2013, until Dec. 31, 2016.


                  About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

Patient Safety reported a net loss of $1.89 million in 2011,
compared with net income of $2 million during the prior year.
As of June 30, 2013, the Company had $17.97 million in total
assets, $6.08 million in total liabilities and $11.89 million in
total stockholders' equity.


PLASTIC TECHNOLOGIES: Secures Asset Purchase Agreement With CCC
---------------------------------------------------------------
Shelburne Plastics and its operating entities, Plastic
Technologies of Vermont, Plastic Technologies of Maryland, and
Plastic Technologies of New York on October 21, 2013, entered into
an asset purchase agreement with Consolidated Container Company as
the "stalking horse" bidder, pursuant to which CCC has agreed to
acquire substantially all of the Sellers' assets and certain
liabilities.  The sale will allow the Shelburne plants to emerge
under CCC with the strong operational and financial backing of a
new owner with substantial expertise in the rigid plastic
packaging industry.

The Asset Purchase Agreement is subject to a number of closing
conditions, including, among others, (i) the approval by the U.S.
Bankruptcy Court for the District of Vermont in the Chapter 11
Filing commenced by the Company (ii) the accuracy of
representations and warranties of the parties and (iii) material
compliance with the obligations set forth in the Asset Purchase
Agreement.

The asset purchases pursuant to the Asset Purchase Agreement are
expected to be conducted under the provisions of Section 363 of
the Bankruptcy Code and will be subject to proposed bidding
procedures and receipt of a higher and better bid at auction.
Upon entry by the Bankruptcy Court, the bidding procedures order
will provide that CCC is the "stalking horse" bidder for the
assets identified in the Asset Purchase Agreement.

Shelburne will continue operating its business without
interruption during the sale period.  All of the company's
manufacturing plants will remain open, and all manufacturing teams
will continue.  The company remains confident in its existing
pipeline of orders.  Shelburne maintains relationships with some
of the top customers in the Northeast.

"The sale and filing are necessary next steps to continue long
term supply to Shelburne's customers," said Gene Torvend, Chairman
and CEO of Shelburne.  "We are grateful to our outstanding team of
employees, partners and suppliers who have worked with us through
this transition.  We are pleased to have attracted a strong
operational and financial owner for the business, and we hope to
complete the sale swiftly to make the process as seamless as
possible."  While CCC has agreed to serve as the "stalking horse"
bidder for a Section 363 sale process, the company is asking the
Bankruptcy Court for a schedule to complete the sale process in
about 30 days.

Jeffrey Greene, President and CEO of CCC, said, "Shelburne has a
very good reputation in the marketplace for service, quality and
doing business the right way.  We're excited to merge Shelburne's
operations and skilled workforce with CCC's and continue to
provide customers with exceptional service and high quality
products."

Customers should see no changes while the company completes a
sale.  The company expects to have adequate liquidity to operate
the business throughout the period.  Shelburne does not intend to
reduce its workforce as a result of the filing, and employees will
continue to work their usual schedules and receive their standard
compensation and benefits, pending customary Bankruptcy Court
approval.  Shelburne is being advised by Obuchowski & Emens-Butler
as legal counsel.  CCC is being advised by Alston & Bird as legal
counsel.

               About Consolidated Container Company

CCC is a developer and manufacturer of rigid plastic packaging
solutions in the U.S. CCC specializes in customized mid- and
short-run packaging solutions, serving a diverse customer base in
the dairy, household chemicals, food, industrial/specialty
chemicals, water, and beverage/juice markets.  With 54
manufacturing facilities and 2,200 employees, CCC has an
integrated, nationwide network of manufacturing and service
locations to deliver reliable and cost-effective packaging
solutions to meet the needs of a wide range of customers and
markets.  CCC provides standard and custom packaging solutions to
its customers.

                    About Shelburne Plastics

Shelburne Plastics -- http://www.shelburneplastics.com-- is a
manufacturer of custom / standard HDPE, PET and Polypropylene
containers for the food, water, juice, industrial and chemical
markets.  The company was founded in 1978 and has 4 strategic
locations that allow it to serve customers in the Eastern and Mid
Atlantic United States as well as Eastern Canada.  The company
works with many of the largest consumer brands in the market
offering customer packaging designs that fit our business partners
marketing, budgeting and scheduling needs. The company strives to
provide exceptional customer service and quality products to a
wide variety of customers.

                 About Plastic Technologies

Plastic Technologies of Vermont, Inc.; Plastic Technologies of
Maryland, Inc., dba Shelburne Plastics; and Plastic Technologies
of New York LLC filed Chapter 11 petitions (Bankr. D. Vt. Case
Nos. 13-10729, 13-10730 and 13-10731) on Oct. 20, 2013.  Raymond
J. Obuchowski, Esq., at Obuchowski & Emens-Butler, P.C., serves as
the Debtors' counsel.  Plastic Technologies of Vermont listed
assets of $3.10 million and debts of $10.41 million.  Plastic
Technologies of Maryland listed $310,000 in assets and debts of
$3.75 million.  The petition was signed by Eugene Torvend,
president.


PRIME PROPERTIES: Creditor Withdraws Motion on Discovery Dispute
----------------------------------------------------------------
FTBK Investor II LLC, as trustee for NY Brooklyn Investor II
Trust 19, a secured creditor in the Chapter 11 case of Prime
Properties of New York, Inc., notified the Bankruptcy Court of its
withdrawal of its motion to resolve the outstanding discovery
issues relating to two motions involving removal and to excuse the
state court-appointed receiver Gregory M. LaSpina, Esq., from the
Bankruptcy Code's turnover requirements.

According to FTBK, the Debtor has withdrawn its motion and the
opposition to its motion.  Accordingly, the discovery that was
served in regard to those two motions is no longer applicable.

The withdrawal also resolves the request in Jerold Feuerstein's
letter dated Oct. 2, 2013, to the Court with regard to a
conference on outstanding discovery issues.

On Oct. 2, FTBK told the Court that the Debtor has not complied
with the Sept. 25, deadline for the production of the documents
requested and a hearing on the motion is scheduled for Oct. 23.

             About Prime Properties of New York, Inc.

Prime Properties of New York, Inc., filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 13-44020) on June 28, 2013.  M. David
Graubard, Esq. at New York, NY, serves as counsel to the Debtor.
The Debtor estimated up to $12,000,000 in assets and up to
$8,500,000 in liabilities.  An affiliate, 234 8th St. Corp.,
sought Chapter 11 protection (Case No. 13-42244) on the March 14,
2013.

The Debtors filed a plan of reorganization providing for the
payment of all administrative claims and priority claims in
full upon confirmation.  The Plan also offers to pay general
unsecured creditors 100% of their claims, from a fund that will be
established by the Debtor for the purpose of implementing the
Plan.


PORTLAND, OR: S&P Lowers Housing Revenue Bonds Rating to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB-' from 'BB+' on Portland, Ore.'s series 1998 (Yards at Union
Station Project) multifamily housing revenue bonds.  The outlook
is stable.

"The lowered rating reflects our view of the project's
insufficient revenues from mortgage debt service payments and
investment earnings," said Standard & Poor's credit analyst Andrew
Fong.  "In the event that market conditions improve, increasing
investment revenues, we could raise the rating.  However, if
market conditions worsen, we could lower the rating," Mr. Fong
added.

Standard & Poor's has analyzed updated financial information based
on S&P's current stressed reinvestment-rate assumptions for all
scenarios as set forth in the related criteria articles.  S&P
believes the bonds are unable to meet all bond costs from
transaction revenues until maturity.  Furthermore, in the event of
prepayment, S&P believes there will be insufficient funds to cover
reinvestment risk based on the 30-day minimum notice period
required for special redemption beyond January 2026.


QUALTEQ INC: Court OKs Estate Purchase Agreement With BMO Harris
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
entered an order:

   a) approving the real estate purchase agreement dated
      Sept. 19, 2013, by and among Creative Investments, a
      general partnership, one of the debtor-affiliates of
      Qualteq, Inc., doing business as VCT New Jersey, Inc.,
      et al., and BMO Harris Bank N.A., as the purchaser;

   b) authorizing the sale of certain of the Selling Debtor's real
      property and related assets; and

   c) authorizing the assumption and assignment of contracts.

According to Fred C. Caruso, the Chapter 11 trustee for the
Debtor, the auction was canceled because no party other than the
purchaser submitted a qualified bid in accordance to the bidding
procedures.

The purchaser may credit bid a portion of the secured indebtedness
in the amount equal to $2,403,398.

The purchaser has a valid lien securing indebtedness of not less
than $4,208,812.

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors.  Lowenstein
Sandler PC is counsel to the Committee.  Avadamma LLC disclosed
$38,491,767 in assets and $36,190,943 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.  Lowenstein Sandler PC represents the
Committee.  EisnerAmper LLP serves as its accountants and
financial advisors.

In November 2012, the Qualteq trustee completed the sale of the
business for $51.2 million to Valid USA Inc.  The price included
$46.1 million in cash plus the assumption of liabilities.

At the request of Bank of America NA, the bankruptcy judge
appointed a Chapter 11 trustee in May 2012.  The case was
transferred to Chicago from Delaware in February 2012.

Fred C. Caruso, the Chapter 11 Trustee, tapped Hilco Real Estate,
LLC, as real estate advisors.

The Debtors' Third Amended Joint Plan of Reorganization provides
that on or after the Confirmation Date, the applicable Debtors or
Reorganized Debtors may enter into Restructuring Transactions and
may take actions as the Debtors or the Reorganized Debtors
determine to be necessary or appropriate to (i) effect a corporate
restructuring of their respective businesses; (ii) to simplify the
overall corporate structure of the Reorganized Debtors; or (iii)
to preserve the value of any available net operating losses and
other favorable tax attributes; or (iv) to maximize the value of
the Reorganized Debtors, all to the extent not inconsistent with
any other terms of the Plan or existing law.


R. BROWN AND SONS: LaRoche Towing, et al., Entitled to Admin Claim
------------------------------------------------------------------
In the bankruptcy case of R. Brown and Sons, Inc., Judge Colleen
A. Brown entered a MEMORANDUM OF DECISION DETERMINING AMOUNT AND
ADMINISTRATIVE PRIORITY OF STORAGE CHARGES, OVERRULING THE
DEBTOR'S OBJECTION TO THE ACCOUNTINGS, AND FIXING ALLOWED AMOUNT
OF THE STORAGE COMPANY CLAIMS.

The Court previously determined that the Sheriffs of Rutland and
Washington county were custodians for purposes of this case
because they levied machinery belonging to the Debtor, and had
control and possession of that machinery on the date the Debtor
filed its bankruptcy case.  The Court also determined that the two
companies that stored the levied property, LaRoche Towing &
Recovery, Inc. and New England Quality Service, Inc., d/b/a Earth
Waste & Metal Systems, acted as the custodians' agents and
therefore had the same rights and responsibilities as the
custodians for purposes of the Bankruptcy Code.

The questions now before the Court with respect to the custodians
and their agents are whether the charges relating to the levy and
storage of the Debtor's equipment must be paid in the bankruptcy
case, and if so, whether the full amount set forth in the
accountings must be paid and with what priority.  Additionally
before the Court are the Debtor's motions to determine the amount
and priority of the prepetition and postpetition storage charges.
The Debtor asserted the charges the custodians' agents seek are
unreasonable and should therefore be disallowed.

In a Sept. 18, 2013 Decision, the Court determined that, with
respect to the accountings: (1) LaRoche Towing & Recovery, Inc.
and Earth Waste & Metal Systems must be paid pursuant to 11 U.S.C.
Sec. 543; (2) all charges entitled to payment under Sec. 543 are
entitled to administrative expense priority under Sec. 503, if
they were actually and necessarily incurred and are reasonable;
and (3) LaRoche Towing & Recovery, Inc. and Earth Waste & Metal
Systems have demonstrated that the sums they seek meet these
criteria.  Therefore, the Court overruled the Debtor's objection
to the accountings.

With respect to the Debtor's motion for allowance of claims, the
Court allowed both LaRoche Towing & Recovery, Inc.'s and Earth
Waste & Metal Systems' charges, with administrative expense
priority under Sec. 503 and 507, subject to the Debtor's right to
timely seek an offset for any damage the storage companies caused
to the stored equipment.

A copy of the Court's Sept. 18 Memorandum Decision is available at
http://is.gd/3hwYSXfrom Leagle.com.

Ray Obuchowski, Esq., and Jennifer Emens-Butler, Esq., of
Obuchowski and Emens-Butler, PC, represent the Debtor.

Peter F. Langrock, Esq. -- plangrock@langrock.com -- of Langrock
Sperry & Wool, LLP, serves as special counsel to the Debtor.

Andre Bouffard, Esq. -- abouffard@drm.com -- of Downs Rachlin
Martin, PLLC, serves as counsel for Rathe Salvage, Inc.

Stephen J. Craddock, Esq., serves as counsel for LaRoche Towing
and Recovery, Inc.

R. Brown and Sons, Inc., a scrap metal recycling and transporting
business, filed a petition under Chapter 11 of the Bankruptcy Code
on June 18, 2013 (Bankr. Vt., Case No. 13-10449).


RADIOSHACK CORP: Has Deal with GE Unit to Refinance $835MM in Debt
------------------------------------------------------------------
Drew Fitzgerald, Emily Glazer and Dana Mattioli, writing for Daily
Bankruptcy Review, reported that RadioShack Corp. is getting a
financial boost from GE Capital on the cusp of the crucial holiday
selling season, people familiar with the matter said.

According to the report, The General Electric Co. unit will extend
loans of around $835 million secured by existing assets, including
inventory, to refinance outstanding bank debt, some of the people
said. The funds will free up cash for the electronics chain's
overhaul as RadioShack's losses mount, they said.

The retailer had about $500 million of long-term debt outstanding
at the end of June, in addition to an existing $450 million
revolving line of credit, the report related.

A RadioShack spokeswoman declined to comment, according to the
report.

The extra cash comes at a clutch time for RadioShack, which
recorded a loss of $139 million and suspended its dividend last
year after 25 years of payouts, the report noted.  S&P Ratings
Services and Moody's Investors Service in recent months have
downgraded the company's debt, citing concerns about RadioShack's
ability to service debt next year.

                   About Radioshack Corporation

RadioShack (NYSE: RSH) -- -- http://www.radioshackcorporation.com
-- is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs.  RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.

Radioshack disclosed a net loss of $139.4 million in 2012, as
compared with net income of $72.2 million in 2011.  As of June 30,
2013, the Company had $1.85 billion in total assets, $1.34 billion
in total liabilities and $506.6 million in total stockholders'
equity.

                           *     *     *

As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured debt
ratings on Fort Worth, Texas-based RadioShack Corp. to 'CCC+' from
'B-'.  "The downgrade of RadioShack reflects our view that it will
be very difficult for the company to improve its gross margin in
the fourth quarter of this year, given the highly promotional
nature of year-end holiday retailing in the wireless and consumer
electronic categories," said Standard & Poor's credit analyst
Jayne Ross.

In the July 27, 2012, edition of the TCR, Fitch Ratings has
downgraded its long-term Issuer Default Rating (IDR) for
RadioShack Corporation to 'CCC' from 'B-'.  The downgrade reflects
the significant decline in RadioShack's profitability, which has
become progressively more pronounced over the past four quarters.

As reported by the TCR on March 6, 2013, Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa1 from B3 and probability of default rating to Caa1-PD from B3-
PD.  RadioShack's Caa1 Corporate Family Rating reflects Moody's
opinion that the overall business strategy of the company to
reverse the decline in profitability has not gained any traction.


RAINBOW INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Rainbow Investments, LLC
           dba Rainbow Littleton
        23945 Calabasa Road, Suite 101
        Calabasas, CA 91302

Case No.: 13-16708

Chapter 11 Petition Date: October 21, 2013

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Debtor's Counsel: Matthew Abbasi, Esq.
                  ABBASI & ASSOCIATES PC
                  8889 West Olympic Blvd., Ste 240
                  Beverly Hills, CA 90211
                  Tel: 310-358-9341
                  Fax: 888-709-5448
                  Email: matthew@anhlegal.com

Total Assets: $6.15 million

Total Liabilities: $6.29 million

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb13-16708.pdf


RAM OF EASTERN: Plan Votes, Objections Deadline Moved to Nov. 14
----------------------------------------------------------------
The Hon. A. Thomas Small of the U.S. Bankruptcy Court for the
Eastern District of North Carolina extended until Nov. 14, 2013,
the last day to file:

   1. written ballots accepting or rejecting RAM of Eastern
      North Carolina, LLC's Plan of Reorganization; and

   2. written objection to the confirmation of the Plan.

As reported in the Troubled Company Reporter on Sept. 19, 2013,
First South Bank, by and through its counsel Charles C. Edwards,
Jr., Esq., at Rodman, Holscher, Peck & Edwards, P.A., and the
Debtor have reached a verbal agreement as to the extension of the
deadline for filing ballots and objections to the proposed Plan to
a date which any continuance hearing is scheduled.

On Aug. 29, the Debtor filed a motion to continue the hearing on
Plan confirmation.  Wells Fargo Bank, N.A., has also asked the
Court to extend the ballot and objection deadline in relation to
the confirmation of the Plan.

The Court conditionally approved the Disclosure Statement on
Aug. 29.

As reported in the TCR on July 3, 2013, the Debtor's Plan
contemplates the continuation of its business activities.
Payments under the Plan will be made through income earned through
the operation of the Debtor's business, and through deeding
certain properties to its secured creditors.

Allowed Secured Claims are claims secured by property of the
Debtor's bankruptcy estate to the extent allowed as secured claims
under Section 506 of the Bankruptcy Code.  If the value of the
collateral or setoffs securing the creditor's claim is less than
the amount of the creditor's allowed claim, the deficiency will be
classified as a deficiency claim.

A full-text copy of the Disclosure Statement dated June 20, 2013,
is available for free at:

          http://bankrupt.com/misc/RAMOFEASTERNds0620.pdf

The Disclosure Statement was filed by George M. Oliver, Esq. --
gmo@ofc-law.com -- and Ciara L. Rogers, Esq. -- clr@ofc-law.com --
at Oliver Friesen Cheek, PLLC, in New Bern, North Carolina, on
behalf of the Debtor.

Marjorie K. Lynch, Bankruptcy Administrator, by and through Brian
C. Behr, Esq., objected to the Debtor's Plan and Disclosure
Statement, stating, among other things, the Debtor has to satisfy
13 requirements set forth in Section 1129 of the Bankruptcy Code.

              About RAM of Eastern North Carolina

RAM of Eastern North Carolina, LLC, formerly Grantham Crossing,
LLC, filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
13-01125) in Wilson, North Carolina, on Feb. 21, 2013.

The Debtor, which owns commercial and residential rental
properties in Craven and Carteret Counties, North Carolina,
disclosed $11.7 million in total assets and $7.70 million in total
liabilities in its schedules.

George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as
bankruptcy counsel to the Debtor.


RICCO INC: Gets Court Approval to Hire Joe R. Pyle as Auctioneer
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of West
Virginia authorized Robert L. Johns, Chapter 11 Trustee of the
bankruptcy estate of Ricco, Inc., to hire Joe R. Pyle Auction &
Realty Company as auctioneer to assist the Trustee in the sale of
the Debtor's real property.

As reported in the Troubled Company Reporter on September 19,
2013, the real estate to be sold consists of various parcels of
surface and/or minerals, totaling approximately 1,590.71 acres of
surface only or surface and minerals and 3,250.3709 acres of
minerals only, located in Garrett County, Maryland and Mineral and
Grant Counties, West Virginia.

The Trustee proposed to pay the auctioneer's commission in the
form of a Buyer's premium in the amount of 5% of the sales price
of the real property (with a minimum commission of $10,000), plus
actual hard costs of advertising and promotion of no more than
$25,000.

Mr. Pyle offered to share a portion of its commission equal to 1%
of the sale price with any real estate broker who brings a
successful bidder to the auction, and Mr. Pyle may pay a referral
fee to Martin & Martin Auctioneers, LLC, but in either event, such
sharing of the commission or payment of a referral fee will not
reduce the sale proceeds to the bankruptcy estate.

                          About Ricco Inc.

Elk Garden, West Virginia-based Ricco, Inc. -- aka Amico Partners,
Ambizioso Partners, Lupo Tana Partners, and Tre Manichinos
Partners -- filed for Chapter 11 bankruptcy protection on Jan. 7,
2010 (Bankr. N.D. W.V. Case No. 10-00023).  In its schedules, the
Debtor disclosed $15,162,600 in assets and $4,093,674 in
liabilities as of the Petition Date.

Wendel B. Turner, Esq., and Robert L. Johns, Esq., at Turner &
Johns, PLLC, in Charleston, West Va., represent Robert L. Johns,
Chapter 11 Trustee as counsel.

David M. Thomas, Esq., and Michael R. Proctor, Esq., at Dinsmore
and Shohl LLP, in Morgantown, W. Va., represent the Official
Committee of Unsecured Creditors as counsel.


ROSEVILLE SENIOR: Files Amended List of Top Unsecured Creditors
---------------------------------------------------------------
Roseville Senior Living Properties LLC submitted an amended list
that identifies its top 20 unsecured creditors.

Creditors with the three largest claims are:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
City of Roseville Utilities                              $24,271
311 Vernon Street
Roseville, CA 95678

U.S. Foods, Inc.                                         $10,734
2204 70th Avenue E
Fife, WA 98424

Lockton Insurance Brokers, LLC                            $3,934
725 South Figueroa 35th Floor
Los Angeles, CA 90017

A copy of the creditors' list is available for free at:

                      http://is.gd/oj6yKb

Roseville Senior Living Properties, LLC, filed for Chapter 11
bankruptcy (Bankr. D.N.J. Case No. 13-31198) on Sept. 27, 2013, in
Newark.  Judge Donald H. Steckroth presides over the case.  Walter
J. Greenhalgh, at Duane Morris, LLP, represents Roseville Senior
Living Properties as counsel.  It estimated $10 million to $50
million in assets, and $1 million to $10 million in liabilities.
The petition was signed by Michael Edrel, managing director,
Meecorp Capital Markets, Inc.


ROSEVILLE SENIOR: Says Patient Care Ombudsman Not Necessary
-----------------------------------------------------------
Roseville Senior Living Properties LLC has filed papers in
Bankruptcy Court, asking Bankruptcy Judge Donald H. Steckroth to
determine that the appointment of a Patient Care Ombudsman
pursuant to 11 U.S.C. Sec. 333 is not needed at this time.

Unless objections are timely made, the Motion will be deemed
uncontested in accordance with D.N.J. LBR 9013-1(a) and the relief
requested may be granted without a hearing.

Proposed Attorney for the Debtor can be reached at:

         Walter J. Greenhalgh, Esq.
         DUANE MORRIS LLP
         One Riverfront Plaza
         1037 Raymond Boulevard, Suite 1800
         Newark, NJ 07102-5429
         Tel.: (973) 424-2000
         Fax: (973) 424-2001
         E-mail: wjgreenhalgh@duanemorris.com

Roseville Senior Living Properties, LLC, filed for Chapter 11
bankruptcy (Bankr. D.N.J. Case No. 13-31198) on Sept. 27, 2013, in
Newark.  Judge Donald H. Steckroth presides over the case.  Walter
J. Greenhalgh, at Duane Morris, LLP, represents Roseville Senior
Living Properties as counsel.  It estimated $10 million to $50
million in assets, and $1 million to $10 million in liabilities.
The petition was signed by Michael Edrel, managing director,
Meecorp Capital Markets, Inc.


SAVIENT PHARMACEUTICALS: Employs GCG as Claims & Noticing Agent
---------------------------------------------------------------
Savient Pharmaceuticals, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to appoint GCG
Inc. as claims and noticing agent to be paid the following hourly
rates:

  Administrative & Claims Control                    $45-$55
  Project Administrators                             $70-$85
  Quality Assurance Staff                            $80-$125
  Project Supervisors                                $95-$110
  Systems, Graphic Support & Technology Staff       $100-$200
  Project Managers & Sr. Project Managers           $125-$175
  Directors & Asst. Vice Presidents                 $200-$295
  Vice Presidents and above                              $295

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

Angela Ferrante, vice president for bankruptcy operations at GCG,
Inc., assures the Court that her 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.

Headquartered in Bridgewater, New Jersey, Savient Pharmaceuticals,
Inc. -- http://www.savient.com/-- is a specialty
biopharmaceutical company focused on developing and
commercializing KRYSTEXXA(R) (pegloticase) for the treatment of
chronic gout in adult patients refractory to conventional therapy.
Savient has exclusively licensed worldwide rights to the
technology related to KRYSTEXXA and its uses from Duke University
and Mountain View Pharmaceuticals, Inc.

The Company and its affiliate, Savient Pharma Holdings, Inc.,
sought protection under Chapter 11 of the Bankruptcy Code on Oct.
14, 2013 (Case No. 13-12680, Bankr. D.Del.).

Skadden, Arps, Slate, Meagher & Flom LLP and Cole, Schotz, Meisel,
Forman & Leonard P.A. are serving as the Company's legal advisors
and Lazard is serving as its financial advisor.


SAVIENT PHARMACEUTICALS: Seeks Extension of Schedules Filing Date
-----------------------------------------------------------------
Savient Pharmaceuticals, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to extend the time by which
they must file their schedules of assets and liabilities and
statements of financial affairs to Dec. 13, 2013.

According to Anthony W. Clark, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Wilmington, Delaware, on November 14, 2013,
the Debtors are required to file Form 10-Q with the Securities
Exchange Commission, the preparation of which will require
significant attention from the Debtors' management.  Moreover,
given the substantial burdens already imposed on the Debtors'
management by the commencement of the Chapter 11 Cases, the
limited number of employees available to collect the information,
the competing demands upon those employees, and the time and
attention the Debtors must devote to the Chapter 11 process, the
Debtors may be unable to complete their Schedules and Statements
by the current deadline imposed by the Bankruptcy and Local
Bankruptcy Rules, Mr. Clark asserts.

The Debtors are also represented by Dain A. De Souza, Esq., at
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP, in Wilmington, Delaware;
and Kenneth S. Ziman, Esq., and David M. Turetsky, Esq., at
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP, in New York.

Headquartered in Bridgewater, New Jersey, Savient Pharmaceuticals,
Inc. -- http://www.savient.com/-- is a specialty
biopharmaceutical company focused on developing and
commercializing KRYSTEXXA(R) (pegloticase) for the treatment of
chronic gout in adult patients refractory to conventional therapy.
Savient has exclusively licensed worldwide rights to the
technology related to KRYSTEXXA and its uses from Duke University
and Mountain View Pharmaceuticals, Inc.

The Company and its affiliate, Savient Pharma Holdings, Inc.,
sought protection under Chapter 11 of the Bankruptcy Code on Oct.
14, 2013 (Case No. 13-12680, Bankr. D.Del.).

Skadden, Arps, Slate, Meagher & Flom LLP and Cole, Schotz, Meisel,
Forman & Leonard P.A. are serving as the Company's legal advisors
and Lazard is serving as its financial advisor.


SCHUPBACH INVESTMENTS: Bank Claim v. Owners Is Dischargeable
------------------------------------------------------------
The complaint BANK OF COMMERCE & TRUST CO., PLAINTIFF, v.
JONATHAN ISAAC SCHUPBACH and AMY MARIE SCHUPBACH, DEFENDANTS, CASE
NO. 11-13633, ADV. NO. 12-5047 (Bankr. D. Kan.), was filed to
except from discharge under 11 U.S.C. Sec. 523(a)(2) and (a)(6)
the plaintiff's claim against Jonathan I. Schupbach and Amy M.
Schupbach and for a determination of the amount excepted from
discharge.  By Memorandum Opinion and Order issued on June 7,
2012, the U.S. Bankruptcy Court for the District of Kansas granted
the Schupbach's motion to dismiss the Sec. 523(a)(2) count because
it was not timely filed.

After conducting a trial on the matter, Bankruptcy Judge Dale L.
Somers denies the Complaint and finds that the Bank's claim
against the Schupbach's is dischargeable.

Bankruptcy Judge Dale L. Somers denies Bank's claim for denial of
discharge of its claim for conversion damages under Sec.
523(a)(6).  "Bank's evidence is insufficient to find that [the
Schupbachs] injury to Bank by converting Bank's property and, even
if the evidence were sufficient to find such an injury, Bank has
not proven that any damages it suffered were the result of a
willful and malicious injury, as required for denial of discharge
of its claim under Sec. 523(a)(6).  Bank's claim of
nondischargeability for false pretenses, false representations,
and actual fraud under Sec. 523(a)(2) was previously dismissed as
untimely," the judge said.

Finding no basis for denial of discharge, the Court concluded the
count of the Complaint for determining the amount excepted from
discharge is moot.  Therefore, Bank is not entitled to any of the
relief sought in the Complaint, and the Schupbachs are entitled to
judgment in their favor, Judge Somers said.

A copy of Judge Somers' Sept. 11, 2013 Memorandum Order is
available at http://is.gd/7GerNbfrom Leagle.com.

Schupbach Investments, LLC, filed for relief under Chapter 11 of
the Bankruptcy Code on May 16, 2011 (Bankr. D. Kan., Case No. 11-
11425).  The Company's owners, Jonathan and Amy Schupbach, filed
for relief on July 16, 2011, under Chapter 13, but the case was
later converted to Chapter 11 (Bankr. D. Kan., Case No. 11-13633).
Schupbach Investments' schedule A listed 165 parcels of real
property, 39 of which were mortgaged to Bank of Commerce & Trust
Company.  The Bank filed a proof of claim for $748,748.72 against
the Schupbachs.


SEVEN ARTS: Effects 1-for-20 Reverse Stock Split
------------------------------------------------
Seven Arts Entertainment Inc. announced a 1-for-20 reverse split
of its common stock, effective as of 4:30 p.m. EDT, Oct. 16, 2013.

The reverse split will combine and convert every 20 shares of
Seven Arts' outstanding common stock into one share of new common
stock.  Resulting fractional shares will round up to the next
whole share.  This will enable Seven Arts to continue its long-
standing debt reduction program through the conversion of certain
debt into equity.

"I look forward to continuing the Company's on-going efforts to
clean up its balance sheet, bringing new investors and projects to
the table, and expanding revenue streams to create stockholder
value," said Kate Hoffman, CEO of Seven Arts.

Approximately 10,963,812 outstanding shares of common stock are
expected after completion of the reverse split, and will trade
under the new CUSIP number 81783N409 and under the trading symbol
"SAPXD" and will revert to the historic trading symbol of "SAPX"
after twenty trading days.

Seven Arts has also reduced the number of authorized shares of its
common stock using the same 1-for-20 ratio.  The number of
authorized shares of its capital stock has not changed.  The Board
of Directors has designated the resulting shares of Seven Arts'
unallocated capital stock as authorized common stock.  This
increases the aggregate authorized shares of common stock to 249
million.

Prior to the reverse split and common stock allocation, Seven Arts
did not have sufficient unissued and unreserved shares of common
stock to continue its debt reduction program.

Los Angeles-based Seven Arts Entertainment, Inc. (OTC QB: SAPX)
was founded in 2002 as an independent motion picture production
and distribution company engaged in the development, acquisition,
financing, production and licensing of theatrical motion pictures
for exhibition in domestic (i.e., the United States and Canada)
and foreign theatrical markets, and for subsequent worldwide
release in other forms of media, including home video and pay and
free television.

The Company reported a net loss of $22.4 million on $1.5 million
of total revenue for the fiscal year ended June 30, 2013, compared
with a net loss of $11.2 million on $4.1 million of total revenue
for the fiscal year ended June 30, 2012.  The Company's balance
sheet at June 30, 2013, showed $15.6 million in total assets,
$22.7 million in total liabilities, and a stockholders' deficit of
$7.1 million.

The Hall Group, CPAs, in Dallas, Texas, expressed substantial
doubt about the Company's ability to continue as a going concern
following the financial results for the year ended June 30, 2013,
citing the Company's recurring losses from operations and net
capital deficiency.


SHELBOURNE NORTH WATER: Stephen Ross Seeks to Speed Foreclosure
---------------------------------------------------------------
Patrick Fitzgerald, writing for DBR Small Cap, reported that
Stephen Ross's Related Cos. is seeking to have Irish developer
Garrett Kelleher's Chicago real-estate company declared a "single-
asset real estate" company in an effort to speed up his attempt to
seize control of the stalled Chicago Spire project.

A group of creditors filed an involuntary Chapter 11 petition
against Chicago, Illinois-based Shelbourne North Water Street L.P.
on Oct. 10, 2013 (Case Number 13-12652, Bankr. D.Del.).  The case
is assigned to Judge Kevin J. Carey.

The Petitioners are represented by Zachary I Shapiro, Esq., and
Russell C. Silberglied, Esq., at RICHARDS, LAYTON & FINGER, P.A.,
in Wilmington, Delaware.


SINCLAIR BROADCAST: Closes Private Offering of $350MM Sr. Notes
---------------------------------------------------------------
Sinclair Broadcast Group, Inc.'s wholly-owned subsidiary, Sinclair
Television Group, Inc., has closed its previously announced
private offering of $350 million aggregate principal amount of
6.375 percent senior unsecured notes due 2021.  The 6.375 percent
Notes were priced at 100 percent of their par value and will bear
interest at a rate of 6.375 percent per annum payable semi-
annually on May 1 and November 1, commencing May 1, 2014.

The net proceeds from the private placement of the 6.375 percent
Notes, together with cash on hand, will be used to redeem $500
million aggregate principal amount of STG's 9.25 Percent Senior
Secured Second Lien Notes due 2017 (CUSIP No. 829259AA8).  The
redemption price, including the outstanding principal amount of
the 9.25 percent Notes, accrued and unpaid interest, and a make-
whole premium, totaled $546.1 million.

Additional information is available for free at:

                        http://is.gd/nkfsXH

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

"Any insolvency or bankruptcy proceeding relating to Cunningham,
one of our LMA partners, would cause a default and potential
acceleration under the Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of our seven LMAs
with Cunningham, which would negatively affect our financial
condition and results of operations," the Company said in its
annual report for the period ended Dec. 31, 2012.

As of June 30, 2013, the Company had $3.34 billion in total
assets, $2.95 billion in total liabilities and $386 million in
total stockholders' equity.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Sinclair to 'BB-'
from 'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments.
Moody's also assigned a B2 (LGD 5, 87%) rating to the proposed
$250 million issuance of Senior Unsecured Notes due 2018 by STG.
The Speculative Grade Liquidity Rating remains unchanged at SGL-2.
The rating outlook is now stable.


SOUND SHORE: Dec. 2 Hearing on Bid to Extend Lease Decision Period
------------------------------------------------------------------
Sound Shore Medical Center of Westchester, et al., ask the
Bankruptcy Court to extend until Dec. 25, 2013, their time to
assume or reject unexpired leases of non-residential real property
that have not been previously assumed or rejected.

The Debtor explained that they are in the process of selling
substantially all of their asset to Montefiore SS Operations,
Inc., Montefiore MV Operations, Inc., and Montefiore HA
Operations, Inc., and Montefiore SS Holdings, LLC, Montefiore MV
Holdings, LLC and Montefiore HA Holdings, LLC, and as part of the
sale process, the Debtors and the buyer are assessing which of the
real property leases will be necessary for the continued operation
of the Debtors' facilities after the consummation of the proposed
sale.

The Court set a Dec. 2, hearing at 10:00 a.m., to consider the
Debtors' extension request.

Burton S. Weston, Esq., at Garfunkel Wild, P.C. represents the
Debtor as counsel.

          About Sound Shore Medical Center of Westchester

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors are the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C.
as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as
financial advisors; and GCG Inc., as claims agent.

The Debtors are seeking to sell their assets to the Montefiore
health system.  In June 2013, Montefiore added $4.75 million to
its purchase offer for Sound Shore Medical Center and Mount Vernon
Hospital to speed up the sale.  Montefiore raised its bid to
$58.75 million plus furniture and equipment as part of a request
for a private sale of the bankrupt New Rochelle and Mount Vernon
hospitals, which the Bronx-based health system would like to buy
by August 2.  Montefiore is represented by Togut, Segal & Segal
LLP.

Alston & Bird LLP represents the Official Committee of Unsecured
Creditors.  Deloitte Financial Advisory Services LLP serves as its
as financial advisor.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.

Neubert, Pepe & Monteith, P.C., represents Daniel T. McMurray, the
patient care ombudsman for Sound Shore.


SPANISH BROADCASTING: Pref. Stockholders Can Elect 2 Directors
--------------------------------------------------------------
Pursuant to the Certificate of Designations of the 10 3/4 Percent
Series B Cumulative Exchangeable Redeemable Preferred Stock, each
holder of shares of Series B Preferred Stock of Spanish
Broadcasting System, Inc., had the right, on Oct. 15, 2013, to
request that the Company repurchase all or a portion of such
holder's shares of Series B Preferred Stock at a price equal to
100 percent of the liquidation preference of those shares, plus
all accumulated and unpaid dividends on those shares to the date
of repurchase.

On Oct. 15, 2013, holders of shares of Series B Preferred Stock of
the Company requested that the Company repurchase 92,223 shares of
Series B Preferred Stock for an aggregate repurchase price of
$126.9 million, which includes accumulated and unpaid dividends on
these shares as of Oct. 15, 2013.  The Company did not have
sufficient funds legally available to repurchase those Series B
Preferred Stock and repurchased 1,800 shares for a repurchase
price of approximately $2.5 million, which included accrued and
unpaid dividends.  Consequently, a "voting rights triggering
event" occurred.

Following the occurrence, and during the continuation, of the
Voting Rights Triggering Event, holders of the outstanding Series
B Preferred Stock will be entitled to elect two directors to newly
created positions on the Company's board of directors, and the
Company will be subject to more restrictive operating covenants,
including a prohibition on the Company's ability to incur any
additional indebtedness and restrictions on the Company's ability
to pay dividends or make distributions, redeem or repurchase
securities, make investments, enter into transactions with
affiliates or merge or consolidate with any other person.

The right to elect the two new directors may be exercised
initially either at a special meeting of the holders of Series B
Preferred Stock or at any annual meeting of the stockholders held
for the purpose of electing directors.

The Voting Rights Triggering Event will continue until (i) all
dividends in arrears will have been paid in full and (ii) all
other failures, breaches or defaults giving rise to those Voting
Rights Triggering Event are remedied or waived by the holders of
at least a majority of the shares of the then outstanding Series B
Preferred Stock.

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

Spanish Broadcasting reported a net loss available to common
stockholders of $11.21 million in 2012, as compared with net
income available to common stockholders of $13.77 million during
the prior year.  The Company's balance sheet at June 30, 2013,
showed $464.65 million in total assets, $424.46 million in total
liabilities, $92.34 million in cumulative exchangeable redeemable
preferred stock and a $52.15 million total stockholders' deficit.

                        Bankruptcy Warning

"We have experienced a decline in the level of business activity
of our advertisers, which has, and could continue to have, an
adverse effect on our revenues and profit margins.  In addition,
some of our advertisers and clients could experience serious cash
flow problems due to the slow economic recovery.  As a result,
they may attempt to renegotiate or cancel orders with us or alter
payment terms.  Our advertisers may be forced to reduce their
production, shut down their operations or file for bankruptcy
protection, which could have a material adverse effect on our
business.  Any further deterioration in the U.S. economy, any
worsening of conditions in the credit markets, or even the fear of
such a development, could intensify the adverse effects of these
difficult market conditions on our results of operations," the
Company said in its annual report for the year ended Dec. 31,
2012.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  "The rating action reflects
S&P's expectation that, despite very high leverage, SBS will have
adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs until
its term loan matures on June 11, 2012," said Standard & Poor's
credit analyst Michael Altberg.

As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings
Services revised its rating outlook on Miami, Fla.-based Spanish
Broadcasting System Inc. (SBS) to negative from stable.  "We also
affirmed our existing ratings on the company, including the 'B-'
corporate credit rating," S&P said.


SPANISH BROADCASTING: S&P Lowers Preferred Stock Rating to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Miami-based Spanish Broadcasting System Inc.'s preferred stock
to 'D' from 'CCC'.  All of S&P's existing ratings on the company,
including the 'B-' corporate credit rating and 'B-' issue-level
rating on the 12.5% notes due 2017, remain unchanged.  The outlook
is negative.

S&P's downgrade of Spanish Broadcasting System Inc.'s (SBS')
preferred stock follows the company's announcement that it was
unable to repurchase its 10.75% series B preferred stock when it
was put to the company on Oct. 15, 2013.  Failure to repurchase
the preferred stock does not represent an event of default under
the secured debt agreement as there are no cross default
provisions, but does trigger a voting rights event, and holders
will be entitled to elect two new members to the board.  The event
also prevents the company from incurring additional debt in the
future, among other things, based on the indenture for the 12.5%
senior secured notes.  If not remedied, SBS will not be able to
refinance its 12.5% senior secured notes when they come due in
2017, barring an amendment of the preferred terms.

S&P's 'B-' corporate credit rating reflects tightening liquidity,
high debt service costs, significant refinancing risk, and
pressure to improve TV segment profitability.  Factors supporting
S&P's assessment of the company's business risk profile as
"vulnerable" include the cyclicality of advertising demand, SBS's
significant cash flow concentration in a few large U.S. Hispanic
markets, competition from much larger rivals, and modest
profitability at its MegaTV startup network.  These factors more
than offset the company's healthy EBITDA margins and favorable
Hispanic demographic trends.  Spanish has a "highly leveraged"
financial risk profile, in S&P's view, based on its fully adjusted
debt-to-EBITDA ratio (including preferred stock and accrued
dividends)of 8.8x as of June 30, 2013, and extremely thin interest
coverage of 1.2x.

SBS owns and operates 21 radio stations with significant revenue
concentration in three markets -- New York City, Los Angeles, and
Miami -- which are highly competitive markets for Hispanic radio
and general media.  Key competition includes Univision
Communications Inc., which has significantly greater scale and
resources.  In addition, the company owns and operates three TV
stations affiliated with its MegaTV network.  MegaTV distributes
programming through cable and satellite operators.  Largely
through cost reductions, MegaTV has recently become modestly
profitable.  Given SBS' investments in programming and personnel,
S&P expects MegaTV to continue generating a modest profit absent a
reversal in recent audience trends under its base-case scenario.


SPENDSMART PAYMENTS: To Acquire SMS Masterminds
-----------------------------------------------
The SpendSmart Payments Company has agreed to acquire SMS
Masterminds, an innovator in the rapidly growing mobile marketing
industry.  SMS Masterminds provides SMS-based Mobile Loyalty
Solutions primarily to small and medium sized businesses,
addressing a worldwide mobile advertising market forecast to reach
$11.3 billion in 2014, according to eMarketer.

SMS Masterminds' multiple revenue streams include mobile commerce
services, an excellent strategic fit for SpendSmart in the
payments space.  SMS Masterminds also has installed loyalty
tablets at retail locations across the U.S., with plans to expand
their nationwide rollout significantly in 2014.  SpendSmart will
leverage SMS Masterminds' retail merchant network to promote
existing and new prepaid card programs.  The combined entities
will also be positioned to market its portfolio of prepaid card
solutions to the 1.2 million customers currently signed up for SMS
Masterminds' mobile loyalty programs.

SMS Masterminds has been profitable every year since inception.
In 2013, its first year of eligibility, SMS Masterminds ranked No.
731 on the 2013 Inc. 500|5000 list of fastest growing companies in
America and ranked No. 66 on the list of Top Software Companies on
the Inc. 500|5000.

"As mobile's share of advertising budgets, customer relationship
management, and e-commerce continues to grow, mobile has become a
critical channel coupling marketing and payments for goods and
services.  This acquisition completes our ability to deliver a
suite of products, services and marketing channels to both sides
of the payments cycle - cardholders and merchants.  It inherently
points to a significant opportunity for SpendSmart where mobile
marketing, loyalty and payment solutions intersect," stated Bill
Hernandez, President of The SpendSmart Payments Company.  "We see
an excellent long term opportunity where SpendSmart can be a key
segment player in mobile marketing, loyalty and commerce.  In the
immediate and near term, we believe there are a broad range of
benefits to our Company as a result of this acquisition including
high-margin recurring revenues and the opportunity to offer our
SpendSmart cards to SMS Masterminds' 1.2 million subscribers as
well as driving additional in-store sales and customer loyalty for
SMS merchants."

SMS Masterminds' CEO Alex Minicucci commented, "We have profitably
grown SMS Masterminds to a point where our company is ready to
broaden our offering and our reach.  As part of The SpendSmart
Payments Company, we are creating synergies that we believe will
further accelerate our growth rate.  Mobile marketing is evolving
into mobile commerce, which inherently calls for the integration
of payment systems. Our entire team is very excited to capitalize
on new market opportunities as part of The SpendSmart Payments
Company."

The closing of the asset purchase agreement is contingent upon the
customary closing conditions, including, but not limited to the
completion of due diligence.

A copy of the Asset Purchase Agreement is available for free at:

                       http://is.gd/aLapEO

                         About SpendSmart

San Diego, Cal.-based The SpendSmart Payments Company is a
Colorado corporation.  Through the Company's subsidiary
incorporated in the state of California, The SpendSmart Payments
Company, the Company issues and services prepaid cards marketed to
young people and their parents.  The Company is a publicly traded
company trading on the OTC Bulletin Board under the symbol "SSPC."

The Company's balance sheet at March 31, 2013, showed
$2.77 million in total assets, $1.82 million in total current
liabilities, and stockholders' equity of $947,763.


SPIG INDUSTRY: US Trustee Seeks Stay Until Functions Resume
-----------------------------------------------------------
Judy A. Robbins, U.S. Trustee for Region 4, asked the U.S.
Bankruptcy Court for the Western District of Virginia to stay the
hearing scheduled for Oct. 16, 2013 hearing on SPIG Industry,
LLC's motion to employ counsel until the Department of Justice
attorneys are permitted to resume their usual civil litigation
functions.

According to the U.S. Trustee, he is a Justice Department
official.  On Sept. 30, 2013, the appropriations act that had been
funding the Department of Justice expired and appropriations to
the Department lapsed.  The Department does not know when funding
will be restored by Congress.

The U.S. Trustee noted that absent an appropriation, Department of
Justice attorneys and staff, including the U.S. Trustee's staff,
are prohibited from working, even on a voluntary basis, except in
very limited circumstances, including "emergencies involving the
safety of human life or the protection of property.

        Objection on Employment of Copeland Law Firm, P.C.

The U.S. Trustee is objecting to the proposed employment of Robert
T. Copeland, Esq., a member of the firm stating that Mr. Copeland
has established a pattern of, among other things: taking actions
and providing assistance to clients that brings disrepute upon the
bankruptcy system; advising clients regarding actions that hinder,
delay, or defraud creditors and trustees; failing to properly
assist clients in filing accurate documents, and failing to
properly prosecute their cases; all in violation of certain
applicable ethical rules.

Additionally, Copeland's has demonstrated an inability to comply
with the duties imposed upon him as counsel.

As reported in the Troubled Company Reporter on Sept. 24, 2013,
Mr. Copeland will be paid $300 per hour for his services.  He will
be assisted by paralegals to be paid $75 per hour.

Mr. Copeland has assured 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
Debtor and its estate.  The firm has received an advance fee in
the amount of $7,700, plus costs of $1,213 for the filing fee on
Sept. 11, 2013.  Of the advance fee, $1,162 have been charged and
paid for prepetition services.

                     About SPIG Industry, LLC

SPIG Industry, LLC, filed a Chapter 11 petition (Bankr. W.D. Va.
Case No. 13-71469) on Sept. 11, 2013.  The Debtor is represented
by Robert Copeland, Esq., at Copeland Law Firm, P.C., in Abingdon,
Virginia.


SURTRONICS INC: Seeks Additional Use of First Citizen's Cash
------------------------------------------------------------
Surtronics, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of North Carolina for a supplemental order authorizing
the additional use of cash collateral outside the ordinary course
of business.

The Debtor has entered an agreement with the holder of cash
collateral, First Citizens Bank & Trust Co.

In the meantime, the Debtor intends to move forward with cleaning,
repair and restoration of the fire-damaged area, removal of
damaged equipment and other property, and repairs.

As reported in the Troubled Company Reporter, the Bankruptcy Court
on Sept. 23, 2013, entered an interim order granting the emergency
motion of the Debtor to use cash collateral until Oct. 30, 2013.
The Debtor will use the cash collateral solely for its ordinary
course expenses, pursuant to the approved budget for the period,
and such other expenses outside the ordinary course of the
Debtor's business as may be approved by the Court.

First Citizens will have a lien postpetition on the Debtor's cash
collateral to the same extent, validity, and priority as existed
prepetition.

                      About Surtronics, Inc.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.


TM REAL: Hearing Today on Bid to Extend Plan Filing Deadline
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
adjourned to Oct. 23, 2013, the hearing to consider Richmond
Valley Plaza, LLC, et al.'s motion to (i) extend T.M. Real Estate
Holding LLC's time to file a Plan of Reorganization; or (ii)
approve debtor-in-possession or replacement financing.

The hearing was adjourned from Oct. 16.

TD Bank, N.A., successor by merger to Commerce Bank/North, in its
objection, stated that the Court must deny the Debtors' motion and
instead grant the motion of TD Bank and enter an order (i)
dismissing the Chapter 11 case of Debtor TM; or (ii) in the
alternative, grant relief from the automatic stay.

TD Bank explained that the Debtors' lack of progress is not
surprising since, as the Court noted at the Aug. 14 hearing, the
Debtors have been seeking financing since the TD Bank mortgage
matured more than two years ago.

The Debtors and TD Bank consequently entered into a stipulation
extending T.M. Real Estate Holding LLC's time to file a plan of
reorganization or a motion to approve debtor-in-possession or
replacement financing.  The stipulation provided that, among other
things:

   1. The Debtors will have until Oct. 9 to file a chapter 11
      plan of reorganization or motion with the Court seeking
      approval of debtor-in-possession or replacement financing
      with respect to TM, without prejudice to further extension
      upon request of the Debtors.

   2. TD Bank reserves its right to object to any request by
      the Debtors for further extension.

   3. The Debtors will not seek an adjournment of the hearing
      scheduled in the cases for Oct. 16.

On Oct. 9, the Debtors sought for an order extending TM's time to
file a plan or a motion to approve debtor-in-possession or
replacement financing by 45 days.

                 About Richmond Valley Plaza LLC

Richmond Valley Plaza LLC filed a Chapter 11 petition
(Bankr. E. D. N.Y. Case No. 13-44040) on June 28, 2013 in
Brooklyn, New York.  Yann Geron, Esq. and Kathleen Aiello, Esq.,
of Fox Rothschild LLP, serve as counsel to the Debtor.  The Debtor
estimated up to $8,400,000 in assets and up to $6,517,934 in
liabilities. Affiliates, A.E.T. Realty Holding Corp., (Case No.
13-44043) and E.B. Realty Holding Corp (Case No. 13-44047) sought
Chapter 11 protections on the same day.

Richmond Valley Plaza LLC filed a Chapter 11 petition
(Bankr. E. D. N.Y. Case No. 13-44040) on June 28, 2013 in
Brooklyn, New York.  Yann Geron, Esq. and Kathleen Aiello, Esq.,
of Fox Rothschild LLP, serve as counsel to the Debtor.  The Debtor
estimated up to $8,400,000 in assets and up to $6,517,934 in
liabilities. Affiliates, A.E.T. Realty Holding Corp., (Case No.
13-44043) and E.B. Realty Holding Corp (Case No. 13-44047) sought
Chapter 11 protections on the same day.


TNP STRATEGIC: Faces Investor Class Action Over IPO
---------------------------------------------------
The law firm of Lieff Cabraser Heimann & Bernstein, LLP on Oct. 22
disclosed that class action litigation has been brought on behalf
of investors who purchased or otherwise acquired the common shares
of TNP Strategic Retail Trust, Inc. between September 23, 2010 and
February 7, 2013, in or traceable to the Company's initial public
offering ("IPO").

If you purchased or otherwise acquired the common shares of TNP
during the Offering Period, you may move the Court for appointment
as lead plaintiff by no later than November 25, 2013.  A lead
plaintiff is a representative party who acts on behalf of other
class members in directing the litigation.  Your share of any
recovery in the action will not be affected by your decision of
whether to seek appointment as lead plaintiff.  You may retain
Lieff Cabraser, or other attorneys, as your counsel in the action.

TNP investors who wish to learn more about the action and how to
seek appointment as lead plaintiff should click here or contact
Sharon M. Lee of Lieff Cabraser toll-free at 1-800-541-7358.

       Background on the TNP Securities Class Litigation

The complaint alleges that the Company, its affiliates Thompson
National Properties, LLC, TNP Strategic Retail Advisor, LLC, and
TNP Securities, LLC, and certain of the Company's current or
former officers and directors violated Sections 11, 12(a)(2),
and/or 15 of the Securities Act of 1933.  The complaint alleges,
among other things, that the offering materials provided to
investors in the IPO contained material misrepresentations and
omissions about the financial health of the Company and its
affiliates, as well as about the performance of earlier real
estate programs sponsored by the Company's affiliates.

TNP disclosed on January 16, 2013, that it had defaulted both on a
$29 million loan that its CEO and Chairman had personally and
unconditionally guaranteed, and on its $45 million revolving
credit facility.

On August 28, 2013, the Company disclosed that a board-level
"Special Committee" had been formed a year earlier, during the
Offering Period, "for the protection of shareholders" after one of
the Company's affiliates was found to be paying fees to itself
that had not been earned.  The Company also disclosed that its
affiliates had defaulted on certain corporate debt obligations and
had sustained significant losses.  In the wake of these
disclosures, the TNP replaced its CEO and Chairman and terminated
its relationship with its affiliates.  The Company also disclosed
that the Financial Industry Regulatory Authority ("FINRA") had
brought an action against TNP's CEO and Chairman and TNP
Securities for misleading investors in earlier real estate
programs touted in the Company's IPO offering materials.

                       About Lieff Cabraser

Lieff Cabraser Heimann & Bernstein, LLP, with offices in San
Francisco, New York, and Nashville, is a nationally recognized law
firm committed to advancing the rights of investors and promoting
corporate responsibility.

                             About TNP

TNP -- http://www.tnpre.com-- is a real estate advisory company,
specializing in acquisitions for high net worth investors and
their joint venture partners, along with 3rd party property
management, asset management and receivership advisory services.

Headquartered in Costa Mesa, California, TNP was founded in April
2008 and has three regional offices. As of August 16, 2013, TNP
manages a portfolio of 106 commercial properties, in 24 states,
totaling approximately 11.02 million square feet, on behalf of
over 6,000 investor/owners/lenders with an overall purchase value
of $1.2 billion.

                       About TNP Strategic

TNP Strategic Retail Trust, Inc., was formed on Sept. 18, 2008, as
a Maryland corporation.  The Company believes it qualifies as a
real estate investment trust under the Internal Revenue Code of
1986, as amended, and has elected REIT status beginning with the
taxable year ended Dec. 31, 2009, the year in which the Company
began material operations.  The Company was initially capitalized
by the sale of 22,222 shares of common stock for $200,000 to
Thompson National Properties, LLC, on Oct. 16, 2008.

TNP Strategic's balance sheet at Sept. 30, 2012, showed $272.33
million in total assets, $197.98 million in total liabilities and
$74.34 million in total equity.

The Company reported a net loss of $11.63 million for the nine
months ended Sept. 30, 2012, compared with a net loss of
$4.39 million for the same period a year ago.


UNIVERSITY GENERAL: Incurs $3.9 Million Net Loss in 2012
--------------------------------------------------------
University General Health System, Inc., reported a net loss
attributable to common shareholders of $3.97 million on $113.22
million of total revenues for the year ended Dec. 31, 2012, as
compared with a net loss attributable to common shareholders of
$2.57 million on $71.17 million of total revenues during the prior
year.

The Company's balance sheet at Dec. 31, 2012, showed $174.84
million in total assets, $161.55 million in total liabilities,
$2.56 million in series C convertible preferred stock, and $10.71
million in total equity.

"Our 59% increase in total revenue during 2012 was primarily
attributable to a 9.5% increase in adjusted patient days and an
increase in the number of surgeries performed at University
General Hospital in Houston, combined with acquisitions that
furthered the development and expansion of our health delivery
system," commented Dr. Hassan Chahadeh, M.D., chairman and chief
executive officer of University General Health System, Inc.  "Our
Adjusted EBITDA of $28.3 million was equivalent to approximately
25% of revenue, which substantially exceeded the EBITDA margins
for our publicly traded competitors.  We believe this is a direct
reflection of our business model, which seeks to provide the
highest quality of care within the most cost-effective and least
restrictive environment."

"University General Health System entered 2013 as a much stronger
company, well-positioned to execute its strategic growth strategy.
Supported by a stronger balance sheet, our objectives for 2013
include the pursuit of additional acquisitions to build out our
regional health care system in the Houston and Dallas markets.  We
are actively seeking to expand into additional new markets, as
well. Longer-term, we plan to capitalize on opportunities created
by the current regulatory and reimbursement environment, through
acquisitions and facilities expansion and development.  Our goal
is to build diversified, integrated, multi-specialty health care
delivery networks comprised of flagship acute care hospitals
supported by complementary free-standing HOPDs and senior living
facilities in an expanding number of markets.  Utilizing our
Support Services segment for revenue cycle management and
concierge hospitality services, we believe the Company can
capitalize on accretive acquisition opportunities.  Based upon
currently available information, we expect the Company's financial
performance to improve substantially in 2013," concluded Dr.
Chahadeh.

As reported by the TCR on April 23, 2013, University General
stated that the delay in the filing the Form 10-K was associated
with an earlier change in auditors; completion of the accounting
treatment of certain non-operating items related to 2012
acquisitions, including the acquisition of University General

Hospital - Dallas in December 2012; the calculation of derivative

liabilities associated with the Company's Series C preferred

stock; and federal income tax calculations.

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

                       http://is.gd/Nsjsmh

                     About University General

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

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


UNITED AMERICAN: Posts $537,000 Net Income in Fiscal 2013
---------------------------------------------------------
United American Healthcare Corporation filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing net income of $537,000 on $8.48 million of contract
manufacturing revenue for the year ended June 30, 2013, as
compared with a net loss of $1.86 million on $6.83 million of
contract manufacturing revenue for the year ended June 30, 2012.

The Company's balance sheet at June 30, 2013, showed $15.82
million in total assets, $12.77 million in total liabilities and
$3.04 million in total shareholders' equity.

Bravos & Associates, CPA's, in Bloomingdale, Illinois, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company had a working capital deficiency
of $8.4 million.  The Company's liabilities and working capital
raise 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/vXs1qR

                        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.


UNITEK GLOBAL: Regains Compliance with NASDAQ Requirements
----------------------------------------------------------
UniTek Global Services, Inc., has received notification from the
NASDAQ Stock Market that it is now in compliance with the
requirements for continued listing, as set forth in NASDAQ Listing
Rule 5250(c)(1), as a result of filing its quarterly reports on
Form 10-Q for the quarters ended March 30, 2013, and June 29,
2013, with the U.S. Securities and Exchange Commission prior to
the market open on Oct. 15, 2013.

These reports had been delayed due to a previously announced
investigation conducted by the Audit Committee of the Company's
Board of Directors.

The Company plans to report its financial results for the third
quarter ended Sept. 28, 2013, by Nov. 12, 2013.
"The strength of our revenue and adjusted EBITDA results reflect
the commitment of our employees, customers and shareholders who
supported UniTek as we worked diligently to complete our filings.
We view these results as indicative of the character of our
people, strength of our leadership and the soundness of our
business model and strategy.  I would like to express my gratitude
to everyone for their support in what has been a critical period
in the history of the Company," commented Rocky Romanella, chief
executive officer of UniTek.

"Our focus remains fully on the development of our business now
that we have met our reporting obligations.  We intend to operate
a more unified business by mobilizing our enterprise around shared
capabilities and capacity, aligning resources with opportunities
and diversification of our business and inspiring our constituents
- our people, customers, shareholders and suppliers - to trust and
grow with us.  We recognize that there is still more work to do,
but we are confident that we are building a strong brand, becoming
an Employer of Choice and building shareholder value, which we
expect to be evident in our operating results over the long-term,"
concluded Mr. Romanella.

Unitek Global reported a net loss of $7.66 million on $113.83
million of revenues for the three months ended March 30, 2013,
as compared with a net loss of $23.02 million on $86.13 million of
revenues for the three months ended March 31, 2012.

For the three months ended June 29, 2013, the Company reported a
net loss of $7.70 million on $121.18 million of revenues as
compared with a net loss of $5.45 million on $100.04 million of
revenues for the three months ended June 30, 2012.  For the six
months eneded June 29, 2013, the Company reported a net loss of
$15.37 million on $235.02 million of revenues as compared with a
net loss of $28.47 million on $186.18 million of revenues for the
same period ended June 30, 2012.

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

                       http://is.gd/IZbgJD

                    About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

Unitek incurred a net loss of $77.73 million in 2012, as compared
with a net loss of $9.13 million in 2011.  As of Dec. 31, 2012,
the Company had $326.40 million in total assets, $278.10 million
in total liabilities and $48.30 million in total stockholders'
equity.

                         Bankruptcy Warning

As of Dec. 31, 2012, the Company's total indebtedness, including
capital lease obligations, was approximately $170 million.  This
amount has increased to approximately $210 million as of Aug. 9,
2013, including amounts borrowed to cash collateralize letters of
credit.  The Company's current debt also bears interest at rates
significantly higher than historical periods.  The Company said
its substantial indebtedness could have important consequences to
its stockholders.  It will require the Company to dedicate a
substantial portion of its cash flow from operations to payments
on its indebtedness, thereby reducing the availability of the
Company's cash flow to fund acquisitions, working capital, capital
expenditures and other general corporate purposes.

"An event of default under either of our credit facilities could
result in, among other things, the acceleration and demand for
payment of all the principal and interest due and the foreclosure
on the collateral.  As a result of such a default or action
against collateral, we could be forced to enter into bankruptcy
proceedings, which may result in a partial or complete loss of
your investment," the Company said in the 2012 annual report.

                             *    *    *

In the June 11, 2013, edition of the TCR, Moody's Investors
Service lowered UniTek Global Services, Inc.'s probability of
default and corporate family ratings to Ca-PD/LD and Ca,
respectively.  The Ca corporate family rating reflects UniTek's
missed interest payment on the term loan which is considered a
default under Moody's definition, the heightened possibility of
another default event, continued delays in the filing of restated
financials including the last two audits, management turnover, the
potential loss of the company's largest customer and other
business and legal risks stemming from issues at the company's
Pinnacle subsidiary.

As reported by the TCR on Oct. 17, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Blue Bell,
Pa.-based UniTek Global Services Inc. to 'B-' from 'CCC'.  "The
ratings upgrade to 'B-' reflects our belief that the company
is no longer vulnerable and dependent on favorable developments to
meet its financial commitments over the next few years," said
Standard & Poor's credit analyst Michael Weinstein.


UPH HOLDINGS: Deshazo & Nesbitt Okayed as Counsel in Sprint Suit
----------------------------------------------------------------
UPH Holdings Inc. et al. obtained U.S. Bankruptcy Court approval
to employ DeShazo & Nesbitt LLP as special counsel.

As reported in the Troubled Company Reporter on October 3, 2013,
the Firm would provide the Debtors with legal representation
respecting an adversary proceeding for turnover of property, filed
against Sprint Nextel Corporation.  That case, Adv. Proc. No.
13-01096, is entitled UPH Holdings, Inc., Pac-West Telecom, Inc.,
Tex-Link Communications, Inc., UniPoint Holdings, Inc., UniPoint
Enhanced Services, Inc., UniPoint Services, Inc., nWire, LLC, and
Peering Partners Communications, LLC v. Sprint Nextel Corporation.

The firm's rates are:

      Professional                            Rates
      ------------                            -----
      Scott F. DeShazo                        $265/hr
      Rachel Noffke                           $225/hr
      Paralegal                                $90/hr

                    About UPH Holdings Inc.

UPH Holdings Inc. and several affiliates filed Chapter 11
petitions (Bankr. W.D. Tex. Lead Case No. 13-10570) on March 28,
2013.  Judge Tony M. Davis oversees the case.  Jennifer Francine
Wertz, Esq., and Patricia Baron Tomasco, Esq., at Jackson Walker,
L.L.P., serve as the Debtors' counsel.  Q Advisors, LLC serves as
financial advisors.  UPH Holdings disclosed $26,917,341 in assets
and $19,705,805 in liabilities as of the Chapter 11 filing.

Other affiliates that sought Chapter 11 protection are: Pac-West
Telecomm, Inc.; Tex-Link Communications, Inc.; Unipoint Holdings,
Inc.; Unipoint Enhanced Services, Inc.; Unipoint Services, Inc.;
Nwire LLC; and Peering Partners Communications LLC (Case Nos.
13-10571 to 13-10577).

Judy A. Robbins, the United States Trustee for Region 7, has
appointed a five-member Official Committee of Unsecured Creditors
in the Chapter 11 cases of UPH Holdings, Inc., Pac-West Telecomm
Inc., and their affiliated debtors.

The Committee tapped Kelley Drye & Warren LLP as its counsel, and
QSI Consulting, Inc. as its financial advisor.


USG CORP: To Report $23 Million Net Income For Sept. 30 Qtr.
------------------------------------------------------------
USG Corporation plans to enter into a joint venture with Boral
Corporation.

In conjunction with that announcement, USG Corporation is
releasing preliminary, unaudited results for the quarter ended
Sept. 30, 2013.  For the three months ended Sept. 30, 2013, USG
Corporation expects to report net sales of approximately $925
million, net income of approximately $23 million, and diluted net
income per common share of approximately $0.21.  For the three-
month comparative period in 2012, USG reported net sales of $828
million, net loss of $29 million and diluted net loss per common
share of $0.28.  USG attributes the year over year improved
results to better wallboard price and volume and positive
operating results at L&W Supply, partially offset by higher SG&A
expense as expected and lower profitability from its shipping
company, GTL, due to timing of shipments in the second half of the
year.

The preliminary, unaudited results presented herein are based on
currently available information.  These preliminary, unaudited
results are subject to the completion of USG's quarterly closing
and review procedures and the regular quarterly review process of
its independent registered public accounting firm.  As a result,
the information presented herein is subject to change.

A conference call and webcast to discuss third quarter, 2013
results will be held at 10:00 a.m. Central Time on Oct. 24, 2013.

                        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.


VADNAIS, MN: Moody's Affirms 'Ba1' Unlimited Tax Debt Rating
------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 underlying rating
on the City of Vadnais Heights, MN's general obligation unlimited
tax debt.  The Ba1 rating applies to the city's Series 2004A
bonds, of which $407,000 is outstanding. The Series 2004A bonds
are secured by the city's general obligation unlimited tax pledge.
The city has a total of $8.6 million of general obligation debt
outstanding. The city's outlook is stable.

Summary Rating Rationale:

The Ba1 rating reflects the city's termination, effective Dec. 31,
2012, of its April 2, 2010 Master Lease Agreement ("lease
agreement") with CFP Vadnais Heights, LLC (CFP). The city entered
into the lease agreement in conjunction with the issuance of $24.8
million of senior lien bonds and $2 million of junior lien lease
revenue notes (neither of which is rated by Moody's), which
financed construction of an indoor sports complex. The bonds are
secured by CFP's loan payments to the trustee, U.S. Bank National
Association (senior unsecured rated Aa3/stable). Additionally,
under its lease agreement with CFP, the City agreed to appropriate
funds sufficient to make rental payments if operating revenues
were projected to fall short of debt service. Under the lease, the
city had the option to not appropriate and terminate the lease.
Due to the belief that that net revenues would continue to be
insufficient to cover debt service, the city terminated the lease
agreement and stopped appropriating rental payments to cover debt
service on the bonds beginning 2013. The February 1st, 2013 debt
service payment on the bonds was not made in full, resulting in
default. The city's decision to terminate the lease and resultant
failure to appropriate represents a significant lack of
willingness to pay on a lease obligation that supported debt
issued in the capital markets.

The stable outlook reflects Moody's expectation that the city's
healthy General Fund operations will continue, evidenced by
maintenance of strong operating reserve levels and available
alternate liquidity.

Strengts:

- Strong General Fund reserve levels with alternate liquidity

- Moderately-sized tax base near the Twin City metro area

Challenges:

- City's decision to terminate lease agreement, resulting in
   February 1, 2013 default on associated lease revenue debt

- Possibility of future liabilities stemming litigation related
   to the sports complex

What Could Make the Rating Move Up:

- Demonstrated willingness and ability to honor commitments to
   pay debt issued in the capital markets over a multi-year period

What Could Make the Rating Move Down:

- Any actions by management that signal weakened willingness to
   pay on GO debt

- Failure to honor an appropriation pledge on future debt

- Weakened liquidity and/or reserve levels


VILLAGE AT KNAPP'S: Court Okays Fee Arrangement for Tishkoff
------------------------------------------------------------
The U.S. Bankruptcy Court approved The Village At Knapp's
Crossing, L.L.C.'s amended application seeking authority from the
U.S. Bankruptcy Court for the Western District of Michigan to
employ Tishkoff & Associates PLLC as their bankruptcy counsel.

The amended employment application clarifies the proposed
compensation arrangement between the Debtor and TAP's connections
with the Debtor's principal, Steven D. Benner.

Prepetition, Mr. Benner, member and manager of the Debtor's sole
member, paid TAP $8,000 on behalf of the Debtor, as an initial
retainer for TAP's Chapter 11 legal services.  The Debtor and TAP
agreed that TAP attorneys and paralegals are to be compensated for
their services at the following hourly rates:

      William G. Tishkoff, Esq.          $300
      Associate Attorneys                $200
      Legal Assistants                    $95

The Debtor also intends to reimburse TAP for any necessary out-of-
pocket expenses.

The Debtor maintains that TAP 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 Debtor's and its estate.

                   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: Can Tap Robert Attmore as Special Counsel
-------------------------------------------------------------
The Village At Knapp's Crossing, L.L.C., sought and obtained
authority from the U.S. Bankruptcy Court for the Western District
of Michigan to employ Robert Attmore, Esq., as special counsel,
for the specified purpose of continuing to represent the Debtor in
the matter before the Michigan Court of Appeals, The Village at
Knapp's Crossing v. Family Fare, LLC, Case Number 313154 (Kent
County Circuit Court No. 11-04168-CK).

Mr. Attmore will be paid $50 per hour for administrative work and
$70 for all legal work, including but not limited to, brief
writing.

The Debtor assures the Court that Mr. Attmore 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
Debtor and its estates.

John W. Zaskiewicz, Esq. -- jack@tishlaw.com -- and William G.
Tishkoff, Esq. -- will@tishlaw.com -- at Tishkoff & Associates
PLLC, in Ann Arbor, Michigan, represent the Debtor in its Chapter
11 case.

                   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: Files Schedules of Assets and Debts
-------------------------------------------------------
The Village At Knapp's Crossing, L.L.C., filed with the U.S.
Bankruptcy Court for the Western District of Michigan its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property            $14,584,000.00
  B. Personal Property         50,525,523.04
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                             $7,261,789.21
  E. Creditors Holding
     Unsecured Priority
     Claims                                         18,414.81
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        139,013.77
                              --------------    -------------
        TOTAL                 $65,109,523.04    $7,419,217.79

                    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.


VITERA HEALTHCARE: Moody's Assigns B3 CFR & Rates Secured Loan B1
-----------------------------------------------------------------
Moody's Investors Service announced new debt ratings for Vitera
Healthcare Solutions, LLC ("Vitera" and, after closing of the
acquisition described below, "Greenway"). The Corporate Family
rating ("CFR") is B3, the Probability of Default rating ("PDR") is
B3-PD, the proposed senior secured revolving credit facility and
senior secured 1st lien term loan are rated B1, and the senior
secured 2nd lien term loan is rated Caa2. The ratings outlook is
stable.

The proceeds of the new term loans will be used along with new
equity invested by affiliates of Vista Equity Partners and balance
sheet cash by Vitera to purchase Greenway Medical Technologies,
Inc. ("GWAY"), repay existing debt, and pay associated fees and
expenses. The combined business will use the Greenway brand.

Ratings Rationale:

The B3 CFR reflects Greenway's high financial leverage and
elevated operating risks from planned merger, customer and product
integration and restructuring initiatives. Moody's expects debt to
EBITDA measured without the benefit of company adjustments and pro
forma cost synergies to be very high in 2014; however, pro forma
for the planned initiatives and Moody's standard adjustments,
Moody's expects debt to EBITDA to decline to about 6 times for
fiscal 2015 (ends September). While Vitera is profitable, GWAY had
negative EBITDA and cash flows after deducting capitalized
software expenses as of June 30, 2013. Moody's expects planned
cost reductions to be fully achieved and evidenced through free
cash flow growth during fiscal 2014 (ends September). Greenway has
leading share in the competitive electronic health record and
practice management software markets. Moody's expectations for
continued high customer retention rates and for Greenway's
physician practice and clinic customers to adopt revenue cycle
management (RCM) software and services also support the rating.
Cash equity invested by Vista since 2011 of over $550 million
evidences additional support to the rating. Moody's expects free
cash flow of at least $40 million per year in fiscal 2015, but
only about $15 million in fiscal 2014. Adequate liquidity is
provided by about $20 million of balance sheet cash, anticipated
free cash flow growth and a fully-available $30 million revolving
credit facility.

The stable ratings outlook reflects Moody's expectation for about
5% annual revenue and higher profit growth as increased
subscription and service revenues from Greenway's RCM platform
sold to Vitera and new customers more than replace anticipated
revenue declines in software license and associated hardware and
implementation service fees. The stable outlook also reflects
expectations for steady and visible increases in free cash flow in
each future fiscal period. The ratings could be lowered if
revenues, profits or free cash flow do not grow as expected,
resulting in expectations for debt to EBITDA to remain above 6.5
times and no free cash flow. A decline in liquidity could also
result in a downgrade. The ratings could be raised if Moody's
comes to expect expanded profits and debt reduction to drive debt
to EBITDA to about 5.5 times and free cash flow to debt to be at
least 5%, while Greenway maintains conservative financial
policies.

Assignments:

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Senior Secured Revolving Credit Facility due 2018, Assigned B1
(LGD3, 31%)

Senior Secured 1st Lien Term Loan due 2020, Assigned B1 (LGD3,
31%)

Senior Secured 2nd Lien Term Loan due 2021, Assigned Caa2 (LGD5,
84%)

Outlook, Assigned Stable


VUZIX CORP: Highlights Developments in Letter to Shareholders
-------------------------------------------------------------
Vuzix Corporation has issued a letter to shareholders.  Highlights
of the letter include:

   * Upcoming product releases including Vuzix' highly-
     anticipated, award winning smart glasses Vuzix M100, the
     M2000AR monocular for industrial applications, and new Wrap
     Video Eyewear products

   * Recap of media coverage featuring Vuzix in Forbes, Wired,
     Scientific American, and USA Today and favorable industry
     trends in wearable tech including market opportunity

   * Enthusiastic reception of M100 in Japan at NTT Docomo CEATEC
     where people waited as long as 90 minutes to experience the
     M100

   * Improved distribution and sales channels expanded into 50
     countries

   * Growing patent portfolio now includes 48 patents issued and
     pending worldwide

   * Recent capital raise of $8 million and strengthened balance
     sheet

To read the Letter to Shareholders in full, please visit:

      http://www.vuzix.com/corporate/presentations.html

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

Vuzix reported net income of $322,840 for the year ended Dec. 31,
2012, as compared with a net loss of $3.87 million during the
prior year.  The Company's balance sheet at March 31, 2013, showed
$3.08 million in total assets, $10.14 million in total liabilities
and a $7.05 million total stockholders' deficit.

EFP Rotenberg, LLP, in Rochester, 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 substantial losses from operations
in recent years.  In addition, the Company is dependent on its
various debt and compensation agreements to fund its working
capital needs.  The Company was not in compliance with its
financial covenants under a senior secured debt holder and had
other debts past due in some cases.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

                        Bankruptcy Warning

"We have engaged an investment banking firm to assist us with
respect to a planned public stock offering of up to $15,000,000.
Our future viability is dependent on our ability to execute these
plans successfully.  If we fail to do so for any reason, we would
not have adequate liquidity to fund our operations, would not be
able to continue as a going concern and could be forced to seek
relief through a filing under U.S. Bankruptcy Code," the Company
said in its annual report for the year ended Dec. 31, 2012.


WARNER SPRINGS: Nov. 21 Hearing on Plan Solicitation Period
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
will convene a hearing on Nov. 21, 2013, at 2:30 p.m., to consider
Warner Springs Ranchowners Association's motion for a fourth
extension of exclusivity.

The Debtor requested that the Court extend until Dec. 10, 2013,
its exclusive period to soliciting acceptances to the Plan of
Reorganization.  Unless an order shortening time has been entered,
oppositions were due by Oct. 21, 2013.

The Debtor filed a plan prior to the expiration of its exclusive
period to file a plan.  The Debtor's disclosure statement was
approved by the Court (an order is pending) and the confirmation
hearing is set for Dec. 5.

                  About Warner Springs Ranchowners

Warner Springs Ranchowners Association, a California non-profit
mutual benefit corporation, filed for Chapter 11 protection
(Bankr. S.D. Cal. Case No. 12-03031) on March 1, 2012.  Judge
Louise DeCarl Adler presides over the case.  Megan Ayedemo, Esq.,
and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP, represent the
Debtor.  The Debtor has hired Andersen Hilbert & Parker LLP as
special counsel.  Timothy P. Landis, P.H., serves as the Debtor's
environmental consultant.

The Debtor's schedules disclosed $14,079,894 in assets and
$1,466,076 in liabilities as of the Chapter 11 filing.

Warner Springs Ranchowners Association manages and co-owns 2,300
acres of unencumbered rural land known as the Warner Springs Ranch
in San Diego County, California.  The improvements on the Property
include 250 cottage style hotel rooms, an 18 hole golf course,
service/gasoline station, tennis courts, an aquatics center, an
equestrian center, an airport, a spa, and two restaurants.


WATERSTONE AT PANAMA: Court Rejects Lenox's Bid to Dismiss Case
---------------------------------------------------------------
Bankruptcy Judge Timothy J. Mahoney denied the request of Lenox
Mortgage XVIII LLC, to dismiss the Chapter 11 case of Waterstone
at Panama City Apartments, LLC.  Lenox, the holder of a note and
first lien on the apartment development owned by the debtor in
Panama City, Florida, sought case dismissal, citing a "bad faith"
filing.

"After a complete review of all of the evidence submitted in
support of the motion to dismiss, I do not find 'cause' for
dismissal and specifically do not find that [Edward E.] Wilczewski
or the debtor has acted in bad faith or that the bankruptcy filing
was done in bad faith," the judge said.

A copy of the Court's Oct. 18, 2013 Order is available at
http://is.gd/n0yCTefrom Leagle.com.

Omaha, Nebraska-based Waterstone at Panama City Apartments, LLC,
is a single-asset real estate entity located in Panama City,
Florida, and owned by a non-profit corporation called Tapestry
Group, Inc., which is the sole member of Waterstone at Panama City
Apartments, LLC.

Waterstone at Panama City Apartments filed for Chapter 11
protection (Bankr. D. Neb. Case No. 13-80751) on April 9, 2013.
Bankruptcy Judge Timothy J. Mahoney presides over the case.
William L. Biggs, Jr., Esq., at Gross & Welch, P.C., L.L.O.,
represents the Debtor in its restructuring efforts.  The Debtor
disclosed $26,159,064 in assets and $26,120,989 in liabilities as
of the Chapter 11 filing.

The petition was signed by Edward E. Wilczewski, manager.  Mr.
Wilczewski is presently the interim president of Tapestry.


WILLIAM LYON: Moody's Affirms B3 CFR & B3 Rating on Unsec. Notes
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of William Lyon
Homes, including its B3 corporate family rating, B3-PD probability
of default rating, and the B3 rating on $325 million of 8.5%
senior unsecured notes due 2020. The speculative grade liquidity
rating is affirmed at SGL-3. In the same rating action, Moody's
assigned a B3 to the company's tack-on offering of $75 million of
8.5% senior unsecured notes due 2020, the proceeds of which will
be used for general corporate purposes, including land acquisition
and development. The rating outlook is stable.

The following rating actions were taken:

Corporate family rating, affirmed at B3;

Probability of default rating, affirmed at B3-PD;

$325 million 8.5% senior unsecured notes due 2020, affirmed at
B3, LGD4-56%;

$75 million 8.5% senior unsecured tack-on notes due 2020,
assigned a B3, LGD4-56%

Speculative grade liquidity rating, affirmed at SGL-3;

The rating outlook is stable.

Ratings Rationale:

The B3 corporate family rating reflects William Lyon's relatively
small size, scale and business diversity and the expected land
investments that will keep cash flow from operations negative and
pressure liquidity over the intermediate term. At the same time,
the rating recognizes the marked improvement in many of the
company's credit metrics, including debt leverage, gross margins,
interest coverage, and return on assets, and Moody's view that
William Lyon will continue strengthening its operating base going
forward. The recent equity raise that expanded the company's net
worth also supports the rating. The company has a clean balance
sheet since emerging from bankruptcy, with little to no recourse
joint venture debt or specific performance lot option contracts.

The SGL-3 speculative grade liquidity assessment reflects the
company's adequate liquidity, supported by a $206 million cash
balance at June 30, 2013, $100 million available under the
recently established senior unsecured revolving credit facility
due 2016, and lack of significant debt maturities until 2020. At
the same time, negative cash flow generation and financial
maintenance covenants in the company's revolving credit facility,
including debt leverage, tangible net worth, and interest coverage
or liquidity, constrain its liquidity position.

The stable outlook reflects Moody's expectation that William Lyon
Homes' credit metrics will continue to improve consistently.

Increased scale and diversity, healthy top line growth, growing
net income generation, gross margins above 20%, and maintenance of
debt leverage below 50% along with sufficient liquidity may lead
to a positive rating action.

Net worth deterioration or a rise in debt leading to debt leverage
rising above 60%, significant negative cash flow generation, or a
weakening in liquidity could pressure the ratings.


WILLIAM LYON: S&P Revises Outlook to Positive & Affirms 'B-' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
William Lyon Homes Inc. to positive from stable.  At the same
time, S&P affirmed its 'B-' corporate credit rating on the
company.  In addition, S&P affirmed its 'B-' issue-level rating on
William Lyon Homes Inc.'s senior unsecured debt following the
company's $75 million add-on.  The company increased its senior
unsecured debt to $400 million from $325 million.  S&P revised the
recovery rating on this debt to '3' from '4', indicating
expectations for a meaningful (50% to 70%) recovery in the event
of a payment default.

"The outlook revision reflects the better-than-expected
improvement in credit metrics since the company's debt refinancing
in November 2012," said Standard & Poor's credit analyst Matthew
Lynam.  S&P believes further deleveraging is likely through
stronger EBITDA generation on a larger homebuilding platform in
markets with relatively favorable housing fundamentals.

Standard & Poor's ratings on William Lyon Homes reflect the
company's "vulnerable" business risk profile, given its relatively
small homebuilding platform with selling opportunities
concentrated in fewer active communities.  S&P considers the
company's financial risk profile to be "highly leveraged," marked
by improving but elevated debt-to-EBITDA and debt-to-capital
metrics.

The positive outlook reflects S&P's view that William Lyon Homes
will continue to deleverage through improved EBITDA generation on
a larger homebuilding platform.  S&P would consider an upgrade if
the company improves debt-to-EBITDA to closer to 4x, while
maintaining adequate liquidity and covenant headroom.  S&P could
revise the outlook back to stable if macroeconomic conditions
cause the housing recovery to stagnate or liquidity becomes
constrained.


* National Assets Services Helps TIC Group Avoid Foreclosure
------------------------------------------------------------
National Asset Services (NAS), a real estate asset management
company, on Oct. 22 disclosed that has successfully led a TIC
property ownership group through an innovative strategy involving
reorganizing and consolidation to avoid foreclosure on a
commercial office property, located in Westerville, OH, located in
the Northeast quadrant of the Columbus MSA.  The two class-A,
five-story office buildings are located at 550 and 570 Polaris
Parkway and are comprised of 139,900 and 140,000 square feet
respectively.  Exel Inc., a supply chain and logistics company, is
the major tenant in both buildings.

TIC ownership approached NAS executives for help to save ownership
from foreclosure after a loan maturity default.  The tenant-in-
common group was in need of a significant cash infusion as well as
help needed to identify a new equity investor to work through
lender qualification requirements and complex lender-related
issues which the tenant-in-common owners could not accommodate.

As a result of NAS leadership, the property ownership was
successfully restructured leading to the recent close of the
transaction with new debt.  This new financing resulted in minimal
tax consequences for the newly formed entity, and while members of
the previous TIC group remain invested in the deal, they have no
further obligation for future cash requirements for the asset.
NAS is being retained to administer the new deal for the TICs on
behalf of the new ownership structure.

"This was a situation in which we were neither involved as an
asset manager or the property manager, but our nationally-known
reputation as a workout specialist and our commitment to
objectively examining all options for ownership has resulted in
the best possible outcome for investors," commented Karen E.
Kennedy, NAS President and Founder.

               About National Asset Services (NAS)

Headquartered in Los Angeles, CA, NAS is a nationwide real estate
firm specializing in tenant-in-common property management with a
$2 billion portfolio of more than 80 properties in 19 states
including 25 properties throughout Texas.  NAS' managed property
portfolio includes Retail, Multifamily, Student Housing, Office
and Industrial Flex.  With vast experience in all facets of the
real estate industry, the company manages both sole and multi-
owner properties and offers a wide range of services including:
Real estate strategy analyses; long-range business planning;
investor relations; real estate and investor accounting; receiver
and real estate owned services; loan modification and workout
solutions; exit and hold strategies; leasing plans; tenant
retention plans; research studies; site selections; feasibility
studies; insurance risk management; capital improvement planning
and tracking; property tax appeal services and cost segregation
services.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.


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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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