TCR_Public/131120.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, November 20, 2013, Vol. 17, No. 322


                            Headlines

22ND CENTURY: Incurs $15.4 Million Net Loss in Third Quarter
AEROGROW INTERNATIONAL: Incurs $621,800 Loss in Sept. 30 Qtr.
AFFINION GROUP: S&P Assigns Prelim. 'CCC-' Rating to $325MM Notes
AMERICAN AIRLINES: Nov. 25 Hearing on Deal With U.S. Govt.
AMERICAN AIRLINES: Aircraft Financing Motion Filed Under Seal

AMERICAN AIRLINES: Wants Daugherty Hiring Effective April 1
AMERICAN AIRLINES: "Fjord" Suit Voluntarily Dismissed
AMERICAN AXLE: Closes Sale of $200 Million Senior Notes
AMERICAN MEDIA: S&P Raises CCR to 'CCC+' on Notes Exchange
AMINCOR INC: Incurs $2.4 Million Net Loss in Third Quarter

APPVION INC: Offering $250 Million Senior Notes
ARISTA POWER: Incurs $1.04-Mil. Net Loss in Third Quarter
BEATS ELECTRONICS: Moody's Rates $300MM Secured Debt Due 2018 'B1'
BERNARD L. MADOFF: Breeden Opens $2.35B Door for Indirect Victims
BIO-RAD LABORATORIES: Moody's Affirms Ba1 CFR Over Notes Repayment

BIOFUEL ENERGY: Incurs $5.1 Million Net Loss in Third Quarter
BIOZONE PHARMACEUTICALS: Delays Form 10-Q for Third Quarter
BOREAL WATER: Delays Form 10-Q for Sept. 30 Quarter
BPP TEXAS: Fights Receiver Plan After Hotel Selloff
BRAND ENERGY: S&P Assigns 'CCC+' Rating to New $550MM Unsec. Notes

BROADVIEW NETWORKS: Incurs $1.4 Million Net Loss in 3rd Quarter
BROWNIE'S MARINE: Incurs $110,700 Net Loss in Third Quarter
CAESARS ENTERTAINMENT: 95% of Subscription Rights Exercised
CAMCO FINANCIAL: Files Form 10-Q, Posts $727,000 Earnings in Q3
CAMP INTERNATIONAL: S&P Lowers CCR to 'B-'; Outlook Stable

CAMP INTERNATIONAL: Moody's Downgrades Rating to B-
CAPITOL BANCORP: Seal Approval Sought, Denied
CHINA FORESTRY: S&P Cuts Rating After Missed Interest Payment
CHINA LOGISTICS: HHC Replaces RBSM as Accountants
COMMUNITY WEST: Posts $2.6 Million Net Income in Third Quarter

CUMULUS MEDIA: Canyon Capital Held 9% Equity Stake at Oct. 31
COMMUNITYONE BANCORP: Files Form 10-Q, Posts $4MM Income in Q3
DELTATHREE INC: Reports $510,000 Net Loss in Third Quarter
DETROIT, MI: Could Pay Higher Loan Rate, Unsealed Letter Shows
DETROIT, MI: NAACP Appeals Ruling Halting Constitutionality Suit

DEWEY & LEBOEUF: Trustee Sues Ex-Partner Marcoux for $4.2 Million
DEX MEDIA: Buys Bank Debt Below Par
DOLLAR FINANCIAL: Moody's Affirms 'B2' CFR & Unsec. Debt Rating
DREW MARINE: S&P Retains 'B' Corp. Credit Rating on Loan Upsize
DUMA ENERGY: Incurs $40.5 Million Net Loss in Fiscal 2013

ECOSPHERE TECHNOLOGIES: Incurs $2.8 Million Net Loss in Q3
EDENOR SA: Incurs Ps. 512.3 Million Net Loss in Third Quarter
EDISON MISSION: Files Plan for Sale to NRG Energy
ELEPHANT TALK: Incurs $3.2 Million Net Loss in Third Quarter
ENDEAVOUR INTERNATIONAL: Files Form 10-Q, Had $40.3MM Loss in Q3

ENERGYSOLUTIONS INC: Incurs $4.8 Million Net Loss in 3rd Quarter
ENGLOBAL CORP: Incurs $50,000 Net Loss in Third Quarter
ENOVA SYSTEMS: Director John Wallace Quits
ERF WIRELESS: Group 10 Held 9.7% Equity Stake at Nov. 4
EVANS & SUTHERLAND: Posts $989,000 Net Income in Third Quarter

EXECUTIVE BENEFITS: High Court Ruling Could Double Del. Workload
FIRST FINANCIAL: Posts $1.2 Million Net Income in Third Quarter
FIRST DATA: Incurs $219.5 Million Net Loss in Third Quarter
FIRST NATIONAL: Posts $1.8 Million Net Income in Third Quarter
FRESH & EASY: Sec. 341 Creditors' Meeting Set for Nov. 22

FRESH & EASY: Can Employ Alvarez & Marsal as Advisors & Banker
FRESH & EASY: Files Schedules of Assets and Liabilities
FRESH & EASY: Has Busy Hearing Calendar Nov. 22
FTS INT'L: Moody's Raises Term Loan Facility Rating to 'B2'
FULLCIRCLE REGISTRY: Incurs $77,400 Net Loss in Third Quarter

FURNITURE BRANDS: Objections to Bidding Procedures Filed
FX CONCEPTS: Cleared to Auction Assets Next Week
GASCO ENERGY: Incurs $3.1 Million Net Loss in Third Quarter
GENERAC POWER: S&P Raises Corp. Credit Rating to 'BB-'
GENERAL NUTRITION: S&P Rates $1.48BB Senior Sec. Facility 'BB+'

GENERAL STEEL: Reports $9.4 Million Net Income in Third Quarter
GOLDKING HOLDINGS: Fights Ex-CEO's Bid to Move Ch. 11 Cases
GOOD SAM: Reports $7.2 Million Net Income in Third Quarter
GREEN FIELD ENERGY: Sec. 341 Creditors' Meeting Set for Dec. 5
GREEN FIELD ENERGY: 6-Member Committee Named

GREENSHIFT CORP: Amends Code of Ethics
GROEB FARMS: Government Claims Bar Date Set for March 31
HARRISBURG, PA: Receiver Can Sign Recovery Plan Docs
HEARTLAND DENTAL: Moody's Lowers Corp. Family Rating to 'B3'
HIGH MAINTENANCE: Plan Filing Exclusivity Extended to Jan. 6

HIGHWAY TECHNOLOGIES: UST Wants Ch. 7 Trustee to Decide on Funds
ID PERFUMES: Delays Form 10-Q for Third Quarter
IGLESIA PUERTA: Section 341(a) Meeting Set on December 11
IN PLAY MEMBERSHIP GOLF: Amended Plan Disclosures Due Dec. 16
INFUSYSTEM HOLDINGS: Posts $649,000 Net Income in 3rd Quarter

INSPIREMD INC: Incurs $3.9 Million Net Loss in Fiscal Q1
JEFFERSON COUNTY: Fitch to Host Conference on Sewer Bonds Ratings
JHK INVESTMENTS: Has Access to Cash Collateral Until Nov. 30
KB TOYS: Claim Buyer Can't Escape Section 502(d) Disallowance
KEEN EQUITIES: Section 341(a) Meeting Scheduled for Dec. 20

LANDAUER HEALTHCARE: Plan Outline Hearing Moved to Dec. 9
LANDAUER HEALTHCARE: Lease Decision Deadline Extended to March 14
LAURENTIAN ENERGY: Moody's Affirms 'Ba2' Rating on $44.8MM Bonds
LIBERATOR INC: Incurs $26,900 Net Loss in Fiscal Q1
LIC CROWN MEZZ BORROWER: Cash Use Has Final Approval

LIFE CARE: Patient Seeks Appointment of Ombudsman
LIME ENERGY: Inks Tentative Settlement with Satterfield
LIQUIDMETAL TECHNOLOGIES: Inks Investment Pact with Kingsbrook
LMI AEROSPACE: Moody's Cuts CFR & First Lien Debt Rating to 'B2'
LONGVIEW POWER: Contractors Don't Oppose New Loan

MAUI LAND: Incurs $1.5 Million Net Loss in Third Quarter
MF GLOBAL: Final Court Approval Given for Consent Judgment
MICROVISION INC: Incurs $3.6 Million Net Loss in Third Quarter
MILESTONE SCIENTIFIC: Posts $218,500 Net Income in Third Quarter
MISSION NEW ENERGY: SLW Beneficially Owns 42.6-Mil. Shares

MISSION NEW ENERGY: Eastwood Trust Beneficially Owns 21.1MM Shares
MITEL NETWORKS: S&P Revises Outlook to Positive & Affirms 'B' CCR
MMODAL INC: S&P Lowers CCR to 'B-' on Continued Revenue Decline
MOTORCAR PARTS: Reports $2.2 Million Net Income in Sept. 30 Qtr.
MOUNTAIN PROVINCE: To Raise C$25MM From Private Placement

MUSCLEPHARM CORP: Amends Report on License Pact Termination
NET TALK.COM: Incurs $884,800 Net Loss in Third Quarter
NIRVANIX INC: Sec. 341 Creditors' Meeting Set for Nov. 19
NIRVANIX INC: U.S. Trustee Appoints 3-Member Creditors Panel
NIRVANIX INC: Can Employ Epiq Bankruptcy as Administrative Advisor

NIRVANIX INC: Arch & Beam Approved as Financial Advisor
NNN 123: Files Schedules of Assets and Liabilities
OCONEE REGIONAL: S&P Lowers Revenue Debt Rating to 'B'
OLD SECOND: Files Form 10-Q, Posts $71.6MM Net Income in Q3
OSAGE EXPLORATION: Incurs $199,000 Net Loss in Third Quarter

OVERSEAS SHIPHOLDING: Sues Proskauer for Tax Malpractice
PACIFIC RUBIALES: S&P Rates New Unsecured Notes Up to $1.3BB 'BB+'
PANACHE BEVERAGE: Amends Loan Agreement with Consilium
PHYSIOTHERAPY HOLDINGS: Plan & Disclosures Hearing Set for Dec. 17
PHYSIOTHERAPY HOLDINGS: Has Interim OK to Use Cash Collateral

PHYSIOTHERAPY HOLDINGS: Can Employ Kurtzman as Claims Agent
PLANADI BIOTECHNOLOGY: Repays $103,500 of Convertible Debenture
POSITIVEID CORP: Amends Pref. Stock Certificate of Designation
POWERTEAM SERVICES: S&P Assigns 'B' Corp. Credit Rating
PROGUARD ACQUISITION: Incurs $43,700 Net Loss in Third Quarter

PT-1 COMMUNICATIONS: Trustee Owes Part of $9M Tax Refund
PROCESS AMERICA: FTC Settles $16-Mil. Scam
QUANTUM CORP: Files Form 10-Q, Had $7.9-Mil. Net Loss in Q2
QUANTUM FUEL: Incurs $5.5 Million Net Loss in Third Quarter
RAMS ASSOCIATES: Cunningham Balks at Payment to Professionals

RAMS ASSOCIATES: Cunningham Parties Oppose Plan Outline
REFLECT SCIENTIFIC: Incurs $45,000 Net Loss in Third Quarter
RESIDENTIAL CAPITAL: Settlement Approval Sought
RESPONSE BIOMEDICAL: OrbiMed Advisors Held 53.3% Stake at Nov. 9
RICEBRAN TECHNOLOGIES: To Purchase Membership Units From Nutra

RICEBRAN TECHNOLOGIES: Incurs $2.7-Mil. Net Loss in 3rd Quarter
RIH ACQUISITIONS: Taps Willkie Farr as Special Corporate Counsel
RIH ACQUISITIONS: Hires Duane Morris as Special Counsel
RIH ACQUISITIONS: Taps Imperial Capital as Fin'l Advisor & Banker
RITE AID: Kevin Lofton Elected to Board of Directors

SABINE PASS: S&P Rates Proposed $1-Bil. Sr. Secured Notes 'BB+'
SANUWAVE HEALTH: Incurs $4.4 Million Net Loss in Third Quarter
SCIENTIFIC LEARNING: Incurs $932,000 Net Loss in Third Quarter
SEQUENOM INC: Director E.G. Afting Won't Seek Reelection
SEVEN ARTS: Amends 25 Million Shares Prospectus

SINCLAIR BROADCAST: Files Form 10-Q, Posts $36.6MM Income in Q3
SPRINGLEAF FINANCE: Incurs $91.4 Million Net Loss in 3rd Quarter
STARWOOD PROPERTY: S&P Retains 'BB+' Rating on Loan Upsize
STOCKTON, CA: Judge Sets March Hearings on Bankruptcy Plan
STRADELLA INVESTMENTS: Plan Outline Hearing Moved to February

SUN BANCORP: Files Form 10-Q, Incurs $4.8-Mil. Net Loss in Q3
T-MOBILE USA: S&P Assigns 'BB' Rating to Proposed $2BB Sr. Notes
TALON INTERNATIONAL: Posts $700,000 Net Income in Third Quarter
TERESA GIUDICE: Faces More Fraud Charges
TERVITA CORP: S&P Rates $325MM Senior Unsecured Notes 'CCC'

THOMAS PROPERTIES: Posts $102.4 Million Net Income in Q3
THOMPSON CREEK: Posts $13.8 Million Net Income in Third Quarter
TIMIOS NATIONAL: Incurs $119,700 Net Loss in Third Quarter
TLO LLC: Ex-Lexis CEO, Warburg Plan to Bid on Assets
TMT GROUP: Demands Release Of Ships From Secured Creditors

TROPICANA ENTERTAINMENT: S&P Rates $315MM Secured Debt 'BB+'
UNITEK GLOBAL: Incurs $11.3 Million Net Loss in Third Quarter
UNIVERSAL SOLAR: Incurs $233,000 Net Loss in Third Quarter
VANTAGE SPECIALTY: S&P Keeps 'B' Sr. Debt Rating over $75MM Add-On
VALEANT PHARMACEUTICALS: Moody's Rates Sr. Unsecured Notes 'B1'

VICTORY ENERGY: Incurs $7.1 Million Net Loss in 2012
VIGGLE INC: Incurs $24.3 Million Net Loss in Fiscal Q1
WESTERN FUNDING: Sec. 341 Creditors' Meeting Set for Nov. 21
WESTERN FUNDING: Amends List of Top Unsecured Creditors
YRC WORLDWIDE: Incurs $44.4 Million Net Loss in Third Quarter

* Income of Non-Bankrupt Spouse Considered in Abuse Case
* JPMorgan Said to Agree to Details of $13 Billion Accord
* Fitch Updates Recovery Analyses for US Hospital Operators
* Second-Lien Debt Sales Nearing Record This Year

* ABA Sticks Up for Bankruptcy Judges
* U.S. Trustees Play Musical Chairs After One Becomes Judge

* Upcoming Meetings, Conferences and Seminars


                            *********


22ND CENTURY: Incurs $15.4 Million Net Loss in Third Quarter
------------------------------------------------------------
22nd Century Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributed to common shareholders of $15.37 million on
$52,500 of revenue for the three months ended Sept. 30, 2013, as
compared with a net loss attributed to common shareholders of
$448,925 on $15,683 of revenue for the same period last year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss attributed to common shareholders of $18.33 million on
$52,500 of revenue as compared with a net loss attributed to
common shareholders of $2.42 million on $15,683 of revenue for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $3.84
million in total assets, $20.84 million in total liabilities and a
$17 million total shareholders' deficit.

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

                       http://is.gd/d433zq

                        About 22nd Century

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

22nd Century incurred a net loss of $6.73 million in 2012, as
compared with a net loss of $1.34 million in 2011.

Freed Maxick CPAs, P.C., in Buffalo, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that 22nd Century has suffered recurring losses from operations
and as of Dec. 31, 2012, has negative working capital of
$3.3 million and a shareholders' deficit of $6.1 million.
Additional capital will be required during 2013 in order to
satisfy existing current obligations and finance working capital
needs as well as additional losses from operations that are
expected in 2013.


AEROGROW INTERNATIONAL: Incurs $621,800 Loss in Sept. 30 Qtr.
-------------------------------------------------------------
Aerogrow International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $621,827 on $676,035 of product sales for the three
months ended Sept. 30, 2013, as compared with a net loss of
$398,654 on $1.14 million of product sales for the same period
last year.  The net loss for the three months ended Sept. 30,
2013, was more than the $398,654 loss in the prior year due to the
lower overall sales as a result of low inventory levels as the
Company rebrands its product line with the Miracle-Gro trade name.

For the six months ended Sept. 30, 2013, the Company reported a
net loss of $689,124 on $1.79 million of product sales as compared
with a net loss of $7.56 million on $2.56 million of product sales
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $4.34
million in total assets, $2.23 million in total liabilities and
$2.10 million in total stockholders' equity.

"Our April 2013 partnership with the Scott's Miracle-Gro Company
presents multiple opportunities for sustained, long term growth,"
said Mike Wolfe, AeroGrow's president and chief executive officer.
"One of those is the co-branding of our product lines under the
'Miracle-Gro AeroGarden' brand, however sales this past quarter
were negatively impacted in the short term as we drew down
inventories of old merchandise in advance of the co-branded
launch.  That launch was completed during October and early
November; we are once again in stock with new and co-branded
products, and are well prepared with adequate inventory for
selling this holiday season."

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

                        http://is.gd/B8N9W6

                           About AeroGrow

Boulder, Colo.-based AeroGrow International, Inc., is a developer,
marketer, direct-seller, and wholesaler of advanced indoor garden
systems designed for consumer use and priced to appeal to the
gardening, cooking, and healthy eating, and home and office decor
markets.

Aerogrow incurred a net loss of $8.25 million for the year ended
March 31, 2013, as compared with a net loss of $3.55 million
during the prior year.


AFFINION GROUP: S&P Assigns Prelim. 'CCC-' Rating to $325MM Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'CCC-'
issue rating and preliminary '6' recovery rating to U.S.-based
integrated marketer Affinion Group Holdings Inc.'s proposed
$325 million 13.75%/14.50% senior secured paid-in-kind (PIK)
toggle notes due 2018 and to Affinion Investments LLC's proposed
$362.6 million 13.50% senior subordinated notes due 2018.  The
preliminary '6' recovery rating indicates S&P's expectation for
negligible (0%-10%) recovery for lenders in the event of a payment
default.  Affinion Investments LLC is a wholly owned subsidiary of
Affinion Group Holdings Inc.

Proceeds will be used to exchange Affinion Group Inc.'s 11.5%
senior subordinated notes due 2015 and Affinion Group Holdings
Inc.'s 11.625% senior notes due 2015.  Pro forma for the
transaction, total debt remained unchanged at $2.2 billion.

S&P's rating on Affinion Group Holdings reflects its expectation
that the company will complete the exchange of its 11.625% senior
notes due 2015 and its operating subsidiary Affinion Group Inc.'s
11.5% senior subordinated notes due 2015 for the proposed debt due
in 2018.  If the company completes the transaction, S&P would view
it as distressed and tantamount to a default, given Affinion Group
Holdings' limited ability to service its November 2014 interest
payment and refinance $680 million of debt due 2015.  If the
alternative to such tenders is a general default, investors or
counterparties could fare even worse, and S&P believes that this
possibility may motivate them to accept the offer.

S&P views Affinion's financial risk profile as "highly leveraged"
because of its elevated leverage, at almost 9.0x as of Sept. 30,
2013, and low discretionary cash flow generation relative to its
outstanding debt balance.  S&P views the company's business risk
profile as "weak" because of continued membership attrition in
many of its services, some affinity partner concentration
(especially in the financial services industry), and competitive
pressures in the membership marketing business.

RATINGS LIST

Affinion Group Holdings Inc.
Corporate Credit Rating                   CC/Negative/--

New Ratings

Affinion Group Holdings Inc.
$325 mil. 13.75%/14.50% PIK toggle notes
due 2018
Senior Secured                            CCC- (prelim)
  Recovery Rating                          6 (prelim)

Affinion Investments LLC
$362.6 mil. 13.50% senior subordinated
notes due 2018
Senior Secured                            CCC- (prelim)
  Recovery Rating                          6 (prelim)


AMERICAN AIRLINES: Nov. 25 Hearing on Deal With U.S. Govt.
----------------------------------------------------------
AMR Corporation, American Airlines, Inc., and their debtor
affiliates, together with U.S. Airways Group, Inc., executed and
entered into a settlement with the United States Department of
Justice and several plaintiff states in the lawsuit seeking to
enjoin the proposed merger between AMR and US Airways.

Pursuant to the settlement, the parties have agreed to a final
resolution of the DOJ Action, without trial or adjudication of any
issue of fact or law, pursuant to which the DOJ Defendants will,
inter alia, divest certain rights and assets more fully described
below to remedy the loss of competition alleged in the complaint
in the DOJ Action.  The Divestiture Assets consist of certain
slots and gates at Washington Reagan National Airport and New York
LaGuardia Airport, and two gates each at Boston Logan
International Airport, Chicago O'Hare International Airport,
Dallas Love Field, Los Angeles International Airport, and Miami
International Airport.  The Divestiture Assets also include
associated ground facilities necessary to operate the Divestiture
Assets.

The Settlement also includes a Supplemental Stipulated Order with
the Plaintiff States, which encompasses a commitment by New AAG
-- the new merged entity -- for specified periods of time, subject
to certain conditions, to (a) maintain certain hubs and (b)
provide daily scheduled service from one or more hubs to certain
airports that had the service at the time the DOJ Action was
commenced.

"The terms of the Settlement and the effect of the divestiture of
the Divestiture Assets have been thoroughly analyzed and vetted by
AMR's Board of Directors and the Debtors' management.  Based on
this analysis, which has included detailed input from the Debtors'
retained professionals, the Board and the Debtors have concluded
that the benefits to be derived from the Settlement far outweigh
the continued pursuit of the DOJ Action and the risks and
uncertainty associated therewith," AMR's counsel, Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York, says
in court papers.

Despite the planned divestments, antitrust and airline-industry
experts said the settlement was a victory for the airlines, The
Wall Street Journal said.  The pair now aims to complete their
merger by December, creating American Airlines Group Inc., the
world's largest airline.

US Airways Chief Executive Doug Parker, who will lead the combined
carrier, said in an interview with The Journal that the
concessions were "not material enough to offset what we said the
day we announced," which was that the merger would create more
than $1 billion in total annual cost savings and revenue gains.

The Journal said the concessions are far more limited than what
the Justice Department called for when it sued to block the
merger.

"I think it'd be an overstatement to say the [Justice Department]
settled for a mere slap on the wrist," said antitrust attorney
Jeffrey Shinder, a partner at Constantine Cannon LLP, the Journal
cited.  "But the settlement certainly . . . doesn't address the
fundamental issues behind the [government's] complaint."  Those
issues, he told the Journal, include the potential for the three
biggest remaining carriers -- United Continental Holdings Inc.,
Delta Air Lines Inc., and the new American -- to cooperate on
pricing, and the loss of "a maverick" US Airways that had helped
keep competition strong.

The settlement is subject to the approval of Judge Sean Lane of
the U.S. Bankruptcy Court for the Southern District of New York
where AMR's Chapter 11 case is pending.  The federal antitrust
lawsuit filed on Aug. 13, 2013, is U.S. v. US Airways Group Inc.,
Case No. 13-cv-01236, before Judge Colleen Kollar-Kotelly of the
U.S. District Court for the District of Columbia.

The Debtors ask the Bankruptcy Court to convene a hearing on
Nov. 25, 2013 at 10:00 a.m. (Eastern Time) to approve the
settlement.  The District Court in Washington is slated to begin
the antitrust trial also on Nov. 25.

Alfredo R. Perez, Esq., and Stephen A. Youngman, Esq., at WEIL,
GOTSHAL & MANGES LLP, in New York, also represent AMR and its
debtor affiliates in their Chapter 11 cases.  John M. Marjoras,
Esq., Paula Render, Esq., Michael S. Fried, Esq., and Rosanna K.
McCalips, Esq., at Jones Day, in Washington, D.C.; and Mary Jean
Moltenbrey, Esq., at Paul Hastings LLP, in Washington, D.C.

U.S. Airways is represented by Richard G. Parker, Esq., Henry
Thumman, Esq. -- and Courtney Dyer, Esq., at O'Melveny & Myers
LLP, in Washington, D.C.; Kenneth R. O'Rourke, Esq., at O'Melveny
& Myers LLP, in Los Angeles, California; Paul T. Denis, Esq.,
Gorav Jindal, Esq., at Dechert LLP, in Washington, D.C.; and
Charles F. Rule, Esq., and Andrew Forman, Esq., at Cadwalader,
Wickersham & Taft LLP, in Washington, D.C.

The U.S. Government is represented by Michael D. Billiel, Esq. --
michael.billiel@usdoj.gov -- trial attorney, U.S. Department of
Justice, Antitrust Division, in Washington, D.C.

The remaining Plaintiff States are the District of Columbia, State
of Florida, Commonwealth of Pennsylvania, State of Tennessee,
Commonwealth of Virginia, and State of Michigan.  As part of the
settlement, the airlines agreed to maintain service to cities in
the six remaining Plaintiff States.  The States of Arizona and
Texas originally joined the lawsuit but they eventually dropped
from the suit.

                   TWU Lauds DOJ Settlement

Transport Workers Union of America Air Transport Director Garry
Drummond on Nov. 12 issued a statement on the Settlement between
American Airlines, US Airways and the U.S. Department of Justice.

Mr. Drummond said "We're pleased that an agreement between
American Airlines, US Airways and the Department of Justice has
been reached.  The DoJ's actions in recent weeks were the
equivalent of hitting a pause button on workers' wages, benefits
and job security.

"[Tues]day's announcement will allow TWU members at American
Airlines to gain long-delayed raises.  Negotiations for our
members at US Airways have been in limbo as a result of the DoJ's
actions, those talks can now move forward.  We also can begin to
move forward on working out final details related to combining the
two airlines' work groups."

"As a result of [Tues]day's announcement, the merger will now move
forward, but many critical details related to airline workers
remain to be addressed.  We're not done yet."

Transport Workers Union of America (TWU) represents 200,000
workers and retirees, primarily in commercial aviation, public
transportation and passenger railroads.  The union is an affiliate
of the AFL-CIO.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

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

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

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

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

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

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

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


AMERICAN AIRLINES: Aircraft Financing Motion Filed Under Seal
-------------------------------------------------------------
AMR Corp. and its affiliates on Nov. 4 filed a motion seeking
authority from Judge Sean H. Lane to obtain postpetition secured
first priority aircraft financing and grant security interests and
liens with respect thereto.  The motion was filed under seal.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

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

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

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

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

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

Judge Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

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


AMERICAN AIRLINES: Wants Daugherty Hiring Effective April 1
-----------------------------------------------------------
American Airlines and its affiliates ask the bankruptcy court to
amend its order authorizing the employment of Daugherty, Fowler,
Peregrin, Haught & Jenson, PC, as their special counsel, nunc pro
tunc to June 1, 2013.

The Debtors specifically seek to amend the nunc pro tunc approval
of the Original Employment Order from June 1, 2013 to April 1,
2013.

Daugherty Fowler was originally authorized to provide the Debtors
legal services as an ordinary course professional.  Under the OCP
Order, monthly fees for ordinary course professionals are capped
at $50,000.  Daugherty Fowler exceeded the monthly cap on certain
occasions and believed it had exceeded the case cap on or about
June 1, 2013.  Therefore, the Debtors filed an application to
employ Daugherty Fowler pursuant to Section 327(e) of the
Bankruptcy Code, nunc pro tunc to June 1, 2013.

Daugherty Fowler, however, determined it had actually exceeded the
case cap on or about April 1, 2013, and not June 1, 2013.  By this
motion, the Debtors seek to amend the effective date of the
Employment Order from June 1, 2013, to April 1, 2013, so that
Daugherty Fowler may seek compensation of fees and reimbursement
of expenses relating to services rendered as of April 1, 2013.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

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

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

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

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

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

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

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


AMERICAN AIRLINES: "Fjord" Suit Voluntarily Dismissed
-----------------------------------------------------
Plaintiffs voluntarily dismissed the action Carolyn Fjord, et al.,
v. US Airways Group, Inc., et al., No. 13-3041-SBA, which was
filed in the United States District Court for the Northern
District of California, according to American Airlines' Oct. 17,
2013, Form 10-Q filing with the U.S. Securities and Exchange
Commission for the quarter ended September 30, 2013.

A purported class action lawsuit captioned Carolyn Fjord, et al.,
v. US Airways Group, Inc., et al., No. 13-3041-SBA was filed in
the United States District Court for the Northern District of
California. The complaint alleges that the effect of the Merger
may be to substantially lessen competition, or tend to create a
monopoly, in the transportation of airline passengers in the
United States and certain submarkets, in violation of Section 7 of
the Clayton Antitrust Act, 15 U.S.C. Section 18.

The complaint seeks a declaration that the Merger Agreement
violates Section 7 of the Clayton Antitrust Act, an injunction
against the Merger, or divestiture, an award of fees and costs,
including attorney's fees, and other relief. On August 6, 2013,
the plaintiffs re-filed their complaint in the Bankruptcy Court,
and on October 2, 2013 voluntarily dismissed the California
action.

Even if the company successfully resolve the DOJ Action, the
courts in these private lawsuits could enjoin the Merger, or could
further materially delay its consummation. If such private
lawsuits are not successfully resolved, it is possible that the
Merger Agreement may be terminated and the Merger abandoned. Even
if successfully resolved, such private lawsuits could result in
terms, conditions, requirements, limitations, costs or
restrictions that would delay completion of the Merger, impose
additional material costs on or materially limit the revenues of
the company or the combined company, or materially limit some of
the synergies and other benefits the company anticipates following
the Merger.

Additional lawsuits may be filed against US Airways Group, AMR
and/or the directors of either company, in connection with the
Merger. One of the conditions to the closing of the Merger is that
no order, writ, injunction, decree or any other legal rules,
regulations, directives or policies will be in effect that prevent
completion of the Merger.  Consequently, if a settlement or other
resolution is not reached in the pending lawsuits, and such other
potential lawsuits, if any, and the plaintiffs secure injunctive
or other relief prohibiting, delaying or otherwise adversely
affecting the defendants' ability to complete the Merger, then
such injunctive or other relief may prevent the Merger from
becoming effective within the expected time frame or at all.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

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

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

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

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

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

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

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


AMERICAN AXLE: Closes Sale of $200 Million Senior Notes
-------------------------------------------------------
American Axle & Manufacturing, Inc., a wholly owned subsidiary of
American Axle & Manufacturing Holdings, Inc., completed the
closing of the sale of $200 million aggregate principal amount of
5.125 percent senior notes due 2019.  The Notes are guaranteed on
a senior unsecured basis by the Company and certain of AAM's
current and future subsidiaries.

The Notes were issued by AAM pursuant to an Indenture, dated as of
Nov. 3, 2011, by and among AAM, the Guarantors and U.S. Bank
National Association, as trustee, which governs the terms of the
Notes.

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.

                           *     *     *

In September 2012, Moody's Investors Service affirmed the 'B1'
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) of American Axle.

American Axle carries a 'BB-' corporate credit rating from
Standard & Poor's Ratings Services.  "The 'BB-' corporate credit
rating on American Axle reflects the company's 'weak' business
risk profile and 'aggressive' financial risk profile, which
incorporate substantial exposure to the highly cyclical light-
vehicle market," S&P said, as reported by the TCR on Sept. 6,
2012.

As reported by the TCR on Sept. 5, 2013, Fitch Ratings has
affirmed the 'B+' Issuer Default Ratings of American Axle &
Manufacturing Holdings, Inc. (AXL) and its American Axle &
Manufacturing, Inc. (AAM) subsidiary.  The ratings and Positive
Outlook for AXL and AAM are supported by Fitch's expectation that
the drivetrain and driveline supplier's credit profile will
strengthen over the intermediate term, despite some deterioration
over the past year.


AMERICAN MEDIA: S&P Raises CCR to 'CCC+' on Notes Exchange
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Boca Raton, Fla.-based American Media Inc. to 'CCC+'
from 'SD'.  The rating outlook is negative.

In addition, S&P raised the issue-level rating on the unexchanged
13.5% second-lien notes due 2018 to 'CCC-' from 'D'.  The recovery
rating on this debt remains '6', indicating S&P's expectation for
negligible (0% to 10%) recovery in the event of a payment default.

The 'CCC+' issue-level rating on American Media's 11.5% first-lien
notes due 2017 is affirmed.  The recovery rating on this debt
remains '3', indicating S&P's expectation for meaningful (50% to
70%) recovery for lenders in the event of a payment default.

"The upgrade follows the company's exchange of $94.3 million of
its $104.9 million 13.5% second-lien cash-pay notes due 2018 for
privately held $94.3 million 10% second-lien notes due 2018," said
Standard & Poor's credit analyst Hal Diamond.

American Media's new second-lien notes are payable in kind until
Dec. 15, 2016, and then revert back to their original 13.5% cash
interest pay terms until maturity in 2018.  In conjunction with
the transaction, the company has agreed to use the $12.7 million
that it would have paid in annual interest on its second-lien
notes to repurchase first-lien notes.

"We believe the company's current highly leveraged capital
structure is unsustainable over the medium term, given the
accretion of the second-lien notes and our expectation that
continued declines in circulation and volatility in advertising
revenue will result in deteriorating operating performance and
rising debt leverage," said Mr. Diamond.  "Still, we acknowledge
that the transaction reduces cash interest expense by roughly 23%
and increase pro forma discretionary cash flow by $12.7 million."

The corporate credit rating on American Media reflects S&P's
expectation that leverage will remain high, given the structural
pressures of declining newsstand sales and volatile print
advertising revenues facing the magazine publishing business, and
accretion of its second-lien notes.  S&P sees the risk that cost
reductions may not fully offset the company's weak revenue trends
as highly likely.  As a result, S&P views the company's business
risk profile as "vulnerable" based on its criteria.  S&P views the
company's financial risk profile as "highly leveraged" based on
its private ownership by financial institutions and substantial
debt leverage.  S&P assess the company's management and governance
as "fair."


AMINCOR INC: Incurs $2.4 Million Net Loss in Third Quarter
----------------------------------------------------------
Amincor, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.42 million on $6.71 million of net revenues for the three
months ended Sept. 30, 2013, as compared with a net loss of $13.99
million on $14.14 million of net revenues for the same period
during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $6.81 million on $20.72 million of net revenues as
compared with a net loss of $18.74 million on $40.64 million of
net revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $31.93
million in total assets, $36.48 million in total liabilities and a
$4.55 million total deficit.

"The Company has suffered recurring net losses from operations and
had a working capital deficit of $26,396,941 as of September 30,
2013, which raises substantial doubt about the Company's ability
to continue as a going concern," the Report states.

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

                        http://is.gd/bdJKHl

                         About Amincor Inc.

New York, N.Y.-based Amincor, Inc., is a holding company
operating through its operating subsidiaries Baker's Pride, Inc.,
Environmental Holdings Corp. and Tyree Holdings Corp., and Amincor
Other Assets, Inc.

BPI is a producer of bakery goods.  Tyree performs maintenance,
repair and construction services to customers with underground
petroleum storage tanks and petroleum product dispensing
equipment.

Through its wholly owned subsidiaries, Environmental Quality
Services, Inc., and Advanced Waste & Water Technology, Inc., EHC
provides environmental and hazardous waste testing and water
remediation services in the Northeastern United States.

Other Assets, Inc., was incorporated to hold real estate,
equipment and loan receivables.  As of March 31, 2013, all of
Other Assets' real estate and equipment are classified as held for
sale.

As reported in the TCR on April 24, 2013, Rosen Seymour Shapss
Martin & Company, in New York, expressed substantial doubt about
Amincor's ability to continue as a going concern, citing the
Company's recurring net losses from operations and working capital
deficit of $21.2 million as of Dec. 31, 2012.


APPVION INC: Offering $250 Million Senior Notes
-----------------------------------------------
Appvion, Inc., formerly Appleton Papers Inc., is launching the
offering of $250 million aggregate principal amount of its second
lien senior secured notes due 2020 in a private offering exempt
from the registration requirements under the Securities Act of
1933, as amended.

Appvion intends to use the net proceeds from the proposed offering
of the Notes to redeem all of its outstanding 9 3?4 Percent Senior
Subordinated Notes due 2014 and 11.25 Percent Second Lien Notes
due 2015, and to pay the redemption premium with respect to the
11.25 percent Notes, to pay accrued and unpaid interest on the
Existing Notes, if any, on the redemption date and to pay fees and
expenses related to the redemption of the Existing Notes and the
proposed offering of the Notes.  Any remaining net proceeds will
be used to repay amounts outstanding under Appvion's revolving
credit facility.  Contemporaneously with the closing of the
offering of the Notes, Appvion will deposit the redemption price
for the Existing Notes with the Trustees under the respective
indentures for the 9 3?4 percent Notes and 11.25 percent Notes, in
order to satisfy and discharge those indentures and release the
collateral securing the 11.25 percent Notes.

The Notes will be jointly and severally guaranteed by Appvion's
parent, Paperweight Development Corp. and certain of the Company's
subsidiaries.  The Notes will be secured by a second priority lien
on substantially all of Appvion's assets, and the Guarantees will
be secured by a second priority lien on substantially all of the
assets of the guarantors.

On Nov. 11, 2013, Appvion, Paperweight Development Corp., and
Jefferies Finance LLC, as administrative agent, and certain
lenders entered into a First Amendment to the Credit Agreement
dated June 28, 2013, by and among the Company, PDC and the lenders
party thereto.

Subject to satisfaction of customary conditions, the First
Amendment will come into full force and effect according to its
terms simultaneously with the closing of the offering of $250
million aggregate principal amount of the Company's second lien
senior secured notes due 2020.

                        About Appvion, Inc.

Appleton, Wisconsin-based Appvion -- http://www.appvion.com/--
creates product solutions through its development and use of
coating formulations, coating applications and Encapsys(R)
microencapsulation technology.  The Company produces thermal,
carbonless and security papers and Encapsys products.  Appvion has
manufacturing operations in Wisconsin, Ohio and Pennsylvania,
employs approximately 1,700 people and is 100 percent employee-
owned.

The Company's balance sheet at Sept. 29, 2013, showed $558.91
million in total assets, $931.51 million in total liabilities and
a $372.59 million total deficit.

                           *     *     *

Appleton Papers carries a 'B' corporate credit rating, with stable
outlook, from Standard & Poor's.  IT has a 'B2/LD' probability of
default rating from Moody's.


ARISTA POWER: Incurs $1.04-Mil. Net Loss in Third Quarter
---------------------------------------------------------
Arista Power, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.04 million on $578,689 of sales for the three months ended
Sept. 30, 2013, as compared with a net loss of $817,348 on
$376,766 of sales for the same period last year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $3.07 million on $1.01 million of sales as compared
with a net loss of $2.65 million on $1.32 million of sales for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $3.07
million in total assets, $4.48 million in total liabilities and a
$1.41 million total stockholders' deficit.

"Since its formation, the Company utilized funds generated from
private placement offerings and debt to fund its product
development and operations and has incurred a cumulative net loss
of $26,831,824.  The recurring losses from operations to date
raise substantial doubt about the Company's ability to continue as
a going concern," the Report states.

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

                        http://is.gd/iXAMQX

                        About Arista Power

Rochester, N.Y.-based Arista Power, Inc., is a developer,
manufacturer, and supplier of custom-designed power management
systems, renewable energy storage systems, and a supplier and
designer of solar energy systems.


BEATS ELECTRONICS: Moody's Rates $300MM Secured Debt Due 2018 'B1'
------------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD 3, 36%) rating to
Beats Electronics, LLC's new $300 million credit facilities, while
affirming its B2 Corporate Family Rating (CFR) and B2-PD
Probability of Default Rating (PDR). The outlook is stable.

The new credit facilities replace the $225 million senior secured
term loan due June 2014 ( whose rating is being withdrawn as a
result of the transaction) in connection with a $500 million
equity investment from private equity firm Carlyle Group. As a
result, Carlyle replaces HTC as the new minority equity holder of
the company.

Rating actions are as follows:

Ratings assigned:

$75 million senior secured revolver expiring 2018, rated B1 (LGD
3, 36%)

$225 million senior secured term loan due 2018, rated B1 (LGD 3,
36%)

Ratings affirmed:

Corporate Family Rating of B2

Probability of Default Rating of B2-PD

Rating withdrawn:

$225 million senior secured term loan due 2014, at Ba3 (LGD 3,
31%)

Ratings Rationale:

The B2 CFR reflects Beats' nearly singular but growing product
offering, limited scale, as well as the key man risk due to
company's reliance on its founders who have been instrumental in
the company's early success. The rating also reflects Moody's
concern with the sustainability of the company's revenue and
earnings growth -- which has been extremely strong in recent years
-- given its limited operating history and high business risk.
Moody's anticipates that revenue growth will moderate considerably
in the near term and could decline in the medium to longer term if
the company fails to successfully innovate and create products
that are appealing to its core customers versus competition.
Moody's recognizes the increasing popularity and recognition of
its "Beats by Dr. Dre" brand name, leading market share (although
in a narrow category) in the premium headphone segment, increasing
market presence of speaker products and relatively modest
leverage. Moody's believes that demand for headphones and
earphones will continue to be driven by the growth of smartphones,
tablets and digital content in the next several years, both in the
US and internationally. In addition, Moody's views favorably the
more conservative debt structure put in place as a result of the
refinancing.

The stable outlook reflects Moody's view that Beats' business will
remain highly concentrated in the niche headphone and earphone
market, with high exposure to fashion and technology risk, and the
possibility of a material slowdown in revenue and earnings growth.
The outlook also reflects Moody's expectation of modest revenue
growth, supported by product innovation and new product launches,
which are key to Beats' future earnings.

Prior to an upgrade, Beats would need to establish a longer track
record demonstrating the sustainability of the company's revenue,
earnings growth, and cash flow, as well as establish greater
product diversification. The ratings could be upgraded if the
company is able to maintain its market share and improve operating
margins, leading to increased brand equity over time.
Additionally, an upgrade is predicated on the company maintaining
a conservative financial policy.

The ratings could be downgraded if the company experiences
material revenue or earnings declines due to a reduction in demand
or margin erosion that would affect the company's liquidity
profile or cash generation. Moody's could also downgrade Beats'
ratings if debt/EBITDA rises above 4.0x. A large debt funded
dividend payment would also put negative pressure on the ratings
and/or outlook.

Beats Electronics, LLC, headquartered in Santa Monica, CA,
designs, produces, and sells high-end consumer audio products
including headphones, earphones, and speakers, mainly under the
brand "Beats by Dr. Dre". The company was established in 2006.


BERNARD L. MADOFF: Breeden Opens $2.35B Door for Indirect Victims
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that victims of Bernard L. Madoff Investment Securities
Inc. who invested through feeder funds stand to receive a share of
$2.35 billion forfeited to the U.S. government. So far, feeder-
fund investors have been precluded from receiving distributions by
the trustee appointed under the Securities Investor Protection Act
to wind down Madoff's business.

According to the report, the $2.35 billion is the government's
share of forfeitures, mostly a $7.2 billion settlement with the
estate of the late Jeffry M. Picower. The Madoff trustee, Irving
Picard, already earmarked his $5 billion share for distribution to
customers.

Richard C. Breeden, a former chairman of the Securities and
Exchange Commission, was appointed by the government in December
to serve as special master and oversee distribution of the $2.35
billion. On his website, Breeden said on Nov. 18 that he will make
recoveries available to 12,000 investors, where Picard is making
payments only to about 1,000 remaining direct customers.

Breeden's announcement "creates chaos in the Madoff claims
marketplace and undermines the trustee's ability to resolve this
case timely," said Joe Sarachek, a managing director of special
situations from CRT Special Investments LLC who trades Madoff
claims.

The forfeited funds will be handed out based on the cash-in, cash-
out methodology also used by Picard. The difference is that Picard
is only paying claims of those who invested directly with Madoff.
For someone who invested through a feeder fund that in turn put
their money with Madoff, Picard isn't paying the claim.

From his distribution, Breeden said he will subtract whatever a
victim recovered from Picard. The deadline for filing a claim with
Breeden is Feb. 28.

Breeden said his method will "recognize billions of dollars in
investor losses that have previously not been acknowledged." Every
investor's loss will be measured "individually," Breeden said, not
as a part of a group.

"We wish Mr. Breeden and his team much success in the process that
is now under way," said Amanda Remus, a spokeswoman for Picard.
Remus said Breeden's announcement "is an important development in
the Madoff recovery effort."

Breeden hinted in September that he might not use the same claims-
paying methodology as Picard.

Picard must make distributions to creditors who fall within the
definition of "customers" under SIPA. The courts ruled that
feeder-fund investors aren't customers of the Madoff firm and thus
aren't entitled to get distributions. Forfeiture law gives Breeden
more discretion in developing a scheme for distribution.

                      About Bernard L. Madoff

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

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

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

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

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

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid about 58 percent of customer claims totaling
$17.3 billion.  The most recent distribution was in March 2013.

Mr. Picard has collected about $9.35 billion, not including an
additional $2.2 billion that was forfeit to the government and
likewise will go to customers.  Picard is holding almost
$4.4 billion he can't distribute on account of outstanding
appeals and disputes.  The largest holdback, almost $2.8 billion,
results from disputed claims.


BIO-RAD LABORATORIES: Moody's Affirms Ba1 CFR Over Notes Repayment
------------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 Corporate Family Rating
and Ba1-PD Probability of Default Rating of Bio-Rad Laboratories,
Inc. ("Bio-Rad; NYSE: BIO") following the repayment of $300
million of subordinated notes. Moody's also affirmed the Ba1
rating on the company's senior unsecured notes. The Speculative
Grade Liquidity Rating is affirmed at SGL-1 and the rating outlook
is positive.

Ratings affirmed/LGD point estimates revised:

Corporate Family Rating, Ba1

Probability of Default Rating, Ba1-PD

$425 million Senior Unsecured Notes, due 2020, to Ba1 (LGD4, 63%)
from Ba1 (LGD4, 50%)

Speculative Liquidity Rating, SGL-1

The outlook is positive.

The Ba1 Corporate Family Rating reflects Bio-Rad's leading
competitive position within its core, niche markets. The ratings
are further supported by the recurring nature of roughly 70% of
revenues and Bio-Rad's diversified geographic, and customer base.
These factors have helped support a long history of growth and
stable financial performance. The ratings are also supported by
the company's conservative financial policies, and modest
leverage.

The ratings are constrained by the company's significant
concentration of operating profit in a single market (clinical
diagnostics) and its modest size, both on an absolute basis and
relative to competitors. The ratings also reflect risks associated
with significant deficiencies in internal controls over financial
reporting disclosed in the company's SEC filings, as well as the
potential for operating disruption from a major on-going ERP
implementation. While investments the company is currently making
in R&D and information technology will benefit the company over
the longer-term, they will constrain margins and free cash flow
over the next 12-18 months. Lastly, Bio-Rad will continue to face
headwinds due to its significant exposure to government funding,
both in Europe in the diagnostics business and in the US in the
life science business.

Moody's could upgrade the ratings if the company continues to
demonstrate steady organic revenue growth and makes progress in
remediating its reporting and control deficiencies. If Moody's
believes Bio-Rad will maintain its conservative financial policies
such that adjusted debt to EBITDA will be sustained below 2.5
times and operating cash flow to debt will be sustained above 30%,
the ratings could be upgraded.

If increased competition, adverse economic conditions or
government funding trends negatively impact Bio-Rad's revenue and
cash flow in a meaningful way, Moody's could downgrade the
ratings. Specifically, if leverage will be sustained above 3.5
times and free cash flow to debt will be sustained below 10%,
Moody's could downgrade the ratings.

Bio-Rad, based in Hercules, California, operates in two industry
segments, Life Science and Clinical Diagnostics. The Life Science
segment includes products for research, drug discovery and food
pathogen testing, primarily in the laboratory setting. The
Clinical Diagnostic segment includes tests used to detect,
identify and quantify substances in blood or other body fluids and
tissues, primarily used in hospital and reference laboratories.
Bio-Rad reported revenues of $2.1 billion for the twelve months
ended September 30, 2013.


BIOFUEL ENERGY: Incurs $5.1 Million Net Loss in Third Quarter
-------------------------------------------------------------
Biofuel Energy Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $5.12 million on $79.04 million of net sales for the three
months ended Sept. 30, 2013, as compared with a net loss of $11.32
million on $116.14 million of net sales for the same period during
the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $15.19 million on $259.11 million of net sales as
compared with a net loss of $34.83 million on $378.38 million of
net sales for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $233.47
million in total assets, $193.01 million in total liabilities and
$40.45 million in total equity.

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

                        http://is.gd/eazV4s

                        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.

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: Delays Form 10-Q for Third Quarter
-----------------------------------------------------------
Biozone Pharmaceuticals, Inc., was delayed in filing its quarterly
report on Form 10-Q for the period ended Sept. 30, 2013.  The
Company said the compilation, dissemination and review of the
information required to be presented in the Form 10-Q has imposed
time constraints that have rendered timely filing of the Form
10-Q.  The Company undertakes the responsibility to file that
quarterly report no later than five days after its original due
date.

                    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.


BOREAL WATER: Delays Form 10-Q for Sept. 30 Quarter
---------------------------------------------------
Boreal Water Collection, Inc., was unable to file its quarterly
report on Form 10-Q for the period ended Sept. 30, 2013, in a
timely manner because the Company was not able to complete timely
its financial statements without unreasonable effort or expense.

                         About Boreal Water

Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a
personalized bottled water company specializing in premium custom
bottled water.

The Company reported a net loss of $822,902 on $2.7 million of
sales in 2012, compared with a net loss of $1.3 million on
$2.7 million of sales in 2011.  The Company's balance sheet at
June 30, 2013, showed $3.50 million in total assets, $3.94 million
in total liabilities and a $437,292 total stockholders'
deficiency.

In the auditors's report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Patrick Rodgers, CPA,
PA, in Altamonte Springs, Florida, expressed substantial doubt
about Boreal Water's ability to continue as a going concern.  Mr.
Rodgers noted that the Company has a minimum cash balance
available for payment of ongoing operating expenses, has
experienced losses operations since inception, and it does not
have a source of revenue sufficient to cover its operating costs.


BPP TEXAS: Fights Receiver Plan After Hotel Selloff
---------------------------------------------------
Law360 reported that bankrupt hotel operator BPP LLC and creditor
Citizens Bank of Pennsylvania dueled in Texas bankruptcy court on
Nov. 18 over whether BPP?s failure to sell off hotel assets under
its reorganization plan should justify the appointment of a
receiver.

According to the report, Citizens Bank on Nov. 8 sought to reopen
a Chapter 11 bankruptcy case, claiming BPP has failed to meet
agreed deadlines to sell off its 22 budget hotel properties and
requesting that hospitality ownership and advisory firm GF
Management be appointed as a receiver.

                        About BPP Texas

Pittsburgh, Pennsylvania-based BPP Texas, LLC, along with BPP
Illinois, LLC, BPP Iowa, LLC, BPP Michigan, LLC, BPP Minnesota,
LLC, and BPP Wisconsin, LLC, own and operate 22 hotels located in
Texas, Illinois, Iowa, Michigan, Minnesota, and Wisconsin.

BPP Texas and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Lead Case No. 10-44378) on Dec. 21,
2010.  Davor Rukavina, Esq., and Jonathan Lindley Howell, Esq., at
Munsch Hardt Kopf & Harr, P.C., serve as the Debtors' bankruptcy
counsel.  In its schedules, BPP Texas disclosed $3.73 million in
assets and $65.9 million in liabilities as of the petition date.

Affiliates BPP Illinois, BPP Iowa, BPP Michigan, BPP Minnesota,
and BPP Wisconsin filed separate Chapter 11 bankruptcy petitions.
BPP Wisconsin estimated its assets at $10 million to $50 million
and debts at $50 million to $100 million.


BRAND ENERGY: S&P Assigns 'CCC+' Rating to New $550MM Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating to Kennesaw, Ga.-based Brand Energy & Infrastructure
Services' (Brand's) proposed $550 million senior unsecured notes
due 2021. Bullseye MergerSub Inc. (Bullseye) is the borrower.  The
recovery rating on the proposed notes is '6', indicating that
lenders could expect negligible (0%-10%) recovery in the event of
a payment default or bankruptcy.

The issuance relates to the debt-financing transaction that Brand
launched last week, which is associated with Brand's acquisition
by Clayton, Dubilier & Rice LLC and intended merger with Harsco
Corp.'s infrastructure business before the end of this year.  The
transaction is subject to regulatory approvals and, if completed
as planned, S&P expects Bullseye will merge with Brand and Brand
will emerge as the surviving rated entity and borrower.

S&P expects Brand will use most of the net proceeds from the
proposed $550 million note issuance (in addition to the company's
recently proposed $1,225 million senior secured term loan due
2020) to refinance existing debt.

The ratings are subject to S&P's review of final documentation
once the debt-financing transaction is complete.  Also once the
transaction is complete, S&P will withdraw the ratings on the
existing credit facilities (these facilities comprised a
$75 million revolving credit facility, $775 million first-lien
term loan, and $300 million second-lien term loan).

Pro forma for the proposed note issuance, Brand's debt to EBITDA
would be about 6.5x for 2013 (including our adjustments, mainly
for operating leases), with weak free operating cash flow (FOCF)
prospects relative to its debt burden.

S&P's 'B' corporate credit rating on Brand remains unchanged,
reflecting its assessment of its business risk profile as "weak"
and its financial risk profile as "highly leveraged."  S&P expects
gradual improvement in Brand's credit metrics in 2014, although
they will likely remain at the lower end of S&P's expectations for
the rating.  For the rating, we expect a ratio of adjusted debt to
EBITDA of about 6x or less and FOCF to total debt in the low-
single-digit area.

RATINGS LIST

Brand Energy & Infrastructure Services
Corporate Credit Rating           B/Stable/--

New Ratings

Bullseye MergerSub Inc.
$550 mil sr unsec nts due 2021     CCC+
  Recovery Rating                  6


BROADVIEW NETWORKS: Incurs $1.4 Million Net Loss in 3rd Quarter
---------------------------------------------------------------
Broadview Networks Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $1.40 million on $78.58 million of
revenues for the three months ended Sept. 30, 2013, as compared
with a net loss of $12.70 million on $82.65 million of revenues
for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $4.28 million on $239.85 million of revenues as
compared with a net loss of $25.74 million on $258.06 million of
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $217.94
million in total assets, $205.53 million in total liabilities and
$12.40 million in total stockholders' equity.

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

                        http://is.gd/Hp8H2P

                      About Broadview Networks

Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.

Broadview Networks and 27 affiliates on Aug. 22, 2012, sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-13579)
with a plan that will eliminate half of the debt under the
Company's existing senior secured notes and lower interest expense
by roughly $17 million annually.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Group, L.L.C.  Bingham
McCutchen LLP is the special regulatory counsel.  Kurtzman Carson
Consultants is the claims and notice agent.

The restructuring counsel for the ad hoc group of noteholders is
Dechert LLP and their financial advisor is FTI Consulting.

The Company successfully concluded the bankruptcy and emerged from
Chapter 11 on Nov. 13, 2012.

                           *     *      *

As reported by the TCR on Aug. 27, 2012, Moody's Investors Service
downgraded Broadview Networks Holdings, Inc.'s Probability of
Default Rating (PDR) to D from Ca following the company's
announcement that it had reached an agreement on a comprehensive
restructuring plan with the requisite senior secured note holders
and preferred stock holders and has filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code.


BROWNIE'S MARINE: Incurs $110,700 Net Loss in Third Quarter
-----------------------------------------------------------
Brownie's Marine Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $110,786 on $891,372 of total net revenues for the
three months ended Sept. 30, 2013, as compared with a net loss of
$431,898 on $990,388 of total net revenues for the same period
during the prior year.

For the nine months ended Sept.30, 2013, the Company reported a
net loss of $876,909 on $2.07 million of total net revenues as
compared with a net loss of $1.17 million on $2.34 million of
total net revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.15
million in total assets, $1.86 million in total liabilities and a
$706,159 total stockholders' deficit.

                  Going Concern/Bankruptcy Warning

"During the fourth quarter of 2011, the Company formed a joint
venture with one dive entity, and in the first quarter of 2012,
purchased the assets of another, with assumption of their retail
location lease.  The Company accomplished both transactions
predominantly through issuance of restricted common stock in BWMG.
The Company believed these transactions would help generate
sufficient working capital in the future.  However, to-date
neither generated profit or cash-flow.  Effective May 31, 2013,
the Company closed and ceased operations at its retail facility.
The Company is still involved in the joint venture.  See Note 18.
JOINT VENTURE EQUITY EXCHANGE AGREEMENT and Note 8.  ASSET
PURCHASE for further discussion of these transactions.  As a
result, the Company does not expect that existing cash flow will
be sufficient to fund presently anticipated operations beyond the
fourth quarter of 2013.  This raises substantial doubt about
BWMG's ability to continue as a going concern. The Company will
need to raise additional funds and is currently exploring
alternative sources of financing.  We have issued a number of
convertible debentures as an interim measure to finance our
working capital needs as discussed in Note 12.  CONVERTIBLE
DEBENTURES and may continue to raise additional capital through
sale of restricted common stock or other securities, and obtained
some short term loans.  We have paid for legal and consulting
services with restricted stock to maximize working capital.  We
intend to continue this practice when possible.  We have
implemented some cost saving measures and will continue to explore
more to reduce operating expenses.

"If we fail to raise additional funds when needed, or do not have
sufficient cash flows from sales, we may be required to scale back
or cease operations, liquidate our assets and possibly seek
bankruptcy protection.  The accompanying consolidated financial
statements do not include any adjustments that may result from the
outcome of this uncertainty."

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

                        http://is.gd/CmPKdb

                       About Brownie's Marine

Brownie's Marine Group, Inc., does business through its wholly
owned subsidiary, Trebor Industries, Inc., d/b/a Brownie's Third
Lung, a Florida corporation.  The Company designs, tests,
manufactures and distributes recreational hookah diving, yacht
based scuba air compressor and nitrox generation systems, and
scuba and water safety products.  BWMG sells its products both on
a wholesale and retail basis, and does so from its headquarters
and manufacturing facility in Fort Lauderdale, Florida.  The
Company's common stock is quoted on the OTC BB under the symbol
"BWMG".  The Company's Web site is
http://www.browniesmarinegroup.com/


CAESARS ENTERTAINMENT: 95% of Subscription Rights Exercised
-----------------------------------------------------------
Caesars Entertainment Corporation announced that the subscription
period of the previously announced offering of Class A common
stock of Caesars Acquisition Company to holders of subscriptions
rights expired at 5:00 p.m., New York City time, on Nov. 2, 2013.

The results of the offering indicate that approximately 95.2
percent of the basic subscription rights were exercised by holders
of the subscription rights.  In addition, holders of subscription
rights elected to retain approximately 0.8 percent of the
aggregate basic subscription rights and other holders of
subscription rights who exercised their basic subscription rights
in full requested to purchase 79,347,563 additional shares of
Class A Common Stock pursuant to the over-subscription privilege
such that the offering, other than with respect to the Class A
Common Stock underlying the subscription rights that were
retained, is expected to be fully subscribed.  Accordingly, after
giving effect to the subscription rights that were retained,
Caesars expects CAC to distribute a total of 135,771,882 shares of
Class A Common Stock to the holders of subscription rights who
validly exercised their subscription rights and paid the
subscription price in full, including pursuant to the exercise of
the over-subscription privilege.

Based on the results of the offering, Caesars estimates that CAC
will receive aggregate gross proceeds from the offering of
approximately $1,173.1 million.

Subscription rights that were not validly exercised by 5:00 p.m.,
New York City time, on the Expiration Date, or deemed exercised by
5:00 p.m., New York City time, on the Expiration Date, if those
rights were validly exercised by mail and postmarked on or before
the Expiration Date and received by the subscription agent before
5:00 p.m., New York City time, on Nov. 5, 2013, have expired and
are no longer exercisable.  As a result, all unexercised
subscription rights, including subscription rights that were
retained, are void, of no value and have ceased to be exercisable
for shares of Class A Common Stock.

Caesars expects that on or about Nov. 18, 2013, after the
subscription agent has effected all allocations and adjustments
contemplated by the terms of the offering, the offering will be
completed and CAC will distribute the shares of Class A Common
Stock to holders of subscription rights who validly exercised
their subscription rights and paid the subscription price in full.

CAC has applied to list shares of its Class A Common Stock for
trading on the NASDAQ Global Select Market under the symbol
"CACQ", which has been updated since CAC's initial application;
however, there can be no assurances that CAC will achieve a
listing upon completion of this offering or thereafter.

CAC is a newly formed company created to facilitate the previously
announced strategic transaction pursuant to which Caesars has
formed a new growth-oriented entity, Caesars Growth Partners, LLC,
to be owned by Caesars and CAC. Upon the consummation of the
offering, Caesars expects that CAC will own approximately 42.4
percent of the economic interests of Growth Partners, and Caesars
will own approximately 57.6 percent of the economic interests of
Growth Partners.

If you have any questions about the offering of CAC's Class A
Common Stock, please contact the information agent, Georgeson
Inc., at (888) 624-2255 (Toll Free) or, if you are a banks or
brokerage firm, please call: (800) 223-2064 (Toll Free).

                    About Caesars Entertainment

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

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

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $26.09 billion in total assets, $27.59 billion in
total liabilities and a $1.49 billion total deficit.

                           *     *     *

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

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

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

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


CAMCO FINANCIAL: Files Form 10-Q, Posts $727,000 Earnings in Q3
---------------------------------------------------------------
Camco Financial Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net earnings of $727,000 on $7.02 million of total interest and
dividend income for the three months ended Sept. 30, 2013, as
compared with net earnings of $484,000 on $7.76 million of total
interest and dividend income for the same period during the prior
year.

For the nine months ended Sept. 30, 2013, the Company posted net
earnings of $7.38 million on $20.76 million of total interest and
dividend income as compared with net earnings of $1.37 million on
$24.11 million of total interest and dividend income for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed
$760.59 million in total assets, $693.31 million in total
liabilities, and $67.28 million in total stockholders' equity.

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

                        http://is.gd/pYp62f

                       About Camco Financial

Cambridge, Ohio-based Camco Financial Corporation is a bank
holding company that was organized under Delaware law in 1970.
Camco is engaged in the financial services business in Ohio,
Kentucky and West Virginia, through its wholly-owned subsidiary,
Advantage Bank, an Ohio bank.  On March 31, 2011, Camco divested
activities related to Camco Title Agency and decertified as a
financial holding company.  Camco remains a bank holding company
and continues to be regulated by the Federal Reserve Board.

Plante & Moran PLLC, in Auburn Hills, Michigan, noted that the
Corporation's bank subsidiary is not in compliance with revised
minimum regulatory capital requirements under a formal regulatory
agreement with the banking regulators, and that failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.

Camco's wholly-owned subsidiary Advantage Bank's Tier 1 capital
does not meet the requirements set forth in the 2012 Consent
Order.  As a result, the Corporation will need to increase capital
levels.

The Corporation reported net earnings of $4.2 million on net
interest income (before provision for loan losses) of
$23.9 million in 2012, compared with net earnings of $214,000 on
net interest income of $214,000 on net interest income (before
provision for loan losses) of $25.9 million in 2011.


CAMP INTERNATIONAL: S&P Lowers CCR to 'B-'; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Ronkonkoma, N.Y.-based CAMP International Holding Co. to
'B-' from 'B', reflecting the increase in leverage resulting from
its dividend recapitalization.  The outlook is stable.

At the same time, S&P lowered its issue-level ratings on the
company's existing revolving credit facility and first-lien term
loan (increased by $75 million as a part of this transaction) to
'B-' from 'B', reflecting the lower corporate credit rating.  The
recovery rating on this debt remains '3', indicating S&P's
expectations for meaningful (50% to 70%) recovery of principal in
the event of a payment default.

S&P also assigned a 'CCC' issue-level rating with a recovery
rating of '6' to the company's' new $145 million second-lien term
loan.  The '6' recovery rating indicates expectations for
negligible (0% to 10%) recovery in the event of a payment default.

The downgrade reflects a significant increase in pro forma
leverage and weaker debt protection metrics, following the
proposed dividend recapitalization.

The ratings on CAMP reflect the company's "weak" business risk
profile, characterized by its narrow market and product focus, its
modest scale, and its "highly leveraged" financial risk profile.
The company's leading market position, solid operating margins,
and stable cash flow generation partly offset these factors.

CAMP is a provider of aircraft maintenance tracking and
information services, which include engine condition trend
monitoring, to business aviation globally.  Its solutions allow
its customers to maintain the aircraft in compliance with
manufacturer maintenance manuals and regulatory requirements, as
well as to forecast upcoming maintenance and related expenses.


CAMP INTERNATIONAL: Moody's Downgrades Rating to B-
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Camp International Holding Co., a provider of
aircraft maintenance tracking services, has a B- corporate rating
on Nov. 19 following the Nov. 18 one-level downgrade by Standard &
Poor's.

According to the report, the Ronkonkoma, New York-based company is
enlarging the first-lien term loan by $75 million and selling a
new $145 million second-lien term loan.

The loans will be used for a dividend to shareholders and to
refinance the existing $115 million second-lien term loan.

The new second-lien credit will have a CCC rating from S&P,
coupled with a judgment that the holders won't recover more than
10 percent if there is a payment default.


CAPITOL BANCORP: Seal Approval Sought, Denied
---------------------------------------------
BankruptcyData reported that Capitol Bancorp's official committee
of unsecured creditors filed with the U.S. Bankruptcy Court an ex
parte motion for leave to file its objection to the Company's sale
motion under seal.

The committee states, "The Objection may include or reference
documents from the River Branch Production marked CONFIDENTIAL.
The Objection will also reference certain information in the
Transcript of the Kent Deposition. The Committee does not believe
that the information set forth in the River Branch Production or
the Transcript of the Kent Deposition is or ought to be
confidential. However, counsel for River Branch has informed the
Committee that River Branch considers the information in question
to be confidential, and requests that such information not be
disclosed in a publicly filed pleading. Accordingly, the Committee
is filing this Motion to file the Objection under seal."

The Court subsequently denied this motion to seal.

                     About Capitol Bancorp

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

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

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., at Foley & Lardner LLP,
represents the Official Committee of Unsecured Creditors as
counsel.

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

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

Prepetition, the Debtor arranged a reorganization plan that was
accepted by the requisite majorities of creditors and equity
holders in all classes.  Problems arose when affiliates of
Valstone Partners LLC declined to proceed with a tentative
agreement to fund the reorganization by paying $50 million for
common and preferred stock while buying $207 million in face
amount of defaulted commercial and residential mortgages.

CHINA FORESTRY: S&P Cuts Rating After Missed Interest Payment
-------------------------------------------------------------
Fiona Law, writing for Daily Bankruptcy Review, reported that
Standard & Poor's Ratings Services on Nov. 19 cut its rating on
China Forestry Holdings Co., which is 11% owned by private equity
firm Carlyle Group, to D from triple-C-minus.

China Forestry, listed on the Hong Kong Exchange in 2009, is one
of China's operators of naturally regenerated forest plantations.
The company has rights over plantation assets in Sichuan and
Yunnan provinces.


CHINA LOGISTICS: HHC Replaces RBSM as Accountants
-------------------------------------------------
China Logistics Group, Inc., informed its independent registered
public accounting firm RBSM LLP that the Company would like to
terminate the client-auditor relationship, effective immediately
and the Company engaged HHC, CPA Corporation as the Company's
independent registered public accounting firm.

RBSM LLP had served as the Company's independent registered public
accounting firm since Feb. 8, 2013, and reported on the Company's
consolidated financial statements for the year ended Dec. 31,
2012.  The dismissal of RBSM LLP and engagement of HHC was
approved by the Board of Directors of the Company on Nov. 12,
2013.

The report of RBSM LLP dated May 10, 2013, on the Company's
consolidated balance sheet as of Dec. 31, 2012, and the related
consolidated statements of operations and comprehensive income,
change in shareholders equity and cash flows for the year ended
Dec. 31, 2012, did not contain an adverse opinion or a disclaimer
of opinion, nor was that report qualified or modified as to
uncertainty, audit scope, or accounting principles, except that
the report of RBSM LLP on the Company's financial statements for
fiscal year 2012 contained an explanatory paragraph, which noted
that there was substantial doubt about the Company's ability to
continue as a going concern.  During the Company's most recent
fiscal year and the subsequent interim period preceding the
Company's decision to dismiss RBSM LLP the Company had no
disagreements with the firm on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope of
procedure which disagreement if not resolved to the satisfaction
of RBSM LLP would have caused it to make reference to the subject
matter of the disagreement in connection with its report.

During the Company's most recent fiscal year and the subsequent
interim period prior to retaining HHC (1) neither the Company nor
anyone on its behalf consulted HHC regarding (a) either the
application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that
might be rendered on our financial statements or (b) any matter
that was the subject of a disagreement or a reportable event as
set forth in Item 304(a)(1)(iv) and (v), respectively, of
Regulation S-K, and (2) HHC did not provide us with a written
report or oral advice that they concluded was an important factor
considered by the Company in reaching a decision as to accounting,
auditing or financial reporting issue.

                      About China Logistics

Shanghai, China-based China Logistics Group, Inc., is a Florida
corporation and was incorporated on March 19, 1999, under the name
of ValuSALES.com, Inc.  The Company changed its name to Video
Without Boundaries, Inc., on Nov. 16, 2001.  On Aug. 31, 2006, it
changed its name from Video Without Boundaries, Inc., to
MediaReady, Inc., and on Feb. 14, 2008, it changed its name from
MediaReady, Inc., to China Logistics Group, Inc.

On Dec. 31, 2007, the Company entered into an acquisition
agreement with Shandong Jiajia International Freight and
Forwarding Co., Ltd., and its sole shareholders Messrs. Hui Liu
and Wei Chen, through which the Company acquired a 51% interest in
Shandong Jiajia.  The transaction was accounted for as a capital
transaction, implemented through a reverse recapitalization.

Shandong Jiajia, formed in 1999 as a Chinese limited liability
company, is an international freight forwarder and logistics
management company.  Headquartered in Qingdao, Shandong Jiajia has
branches in Shanghai, Xiamen, Lianyungang and Tianjin with
additional sales office in Rizhao.

The Company' balance sheet at June 30, 2013, showed $3.55 million
in total assets, $3.57 million in total liabilities, and a
stockholders' deficit of $17,822.


COMMUNITY WEST: Posts $2.6 Million Net Income in Third Quarter
--------------------------------------------------------------
Community West Bancshares filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $2.63 million on $7.05 million of total interest
income for the three months ended Sept. 30, 2013, as compared with
net income of $613,000 on $7.51 million of total interest income
for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $5.85 million on $21.04 million of total interest income
as compared with net income of $841,000 on $23.86 million of total
interest income for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $535.48
million in total assets, $470.83 million in total liabilities and
$64.64 million in total stockholders' equity.

                         Regulatory Actions

On Jan. 26, 2012, the Bank entered into a consent agreement with
the Comptroller of the Currency, the Bank's primary banking
regulator, which requires the Bank to take certain corrective
actions to address certain deficiencies in the operations of the
Bank, as identified by the OCC.  The Bank has taken action to
comply with the terms of the OCC Agreement, which actions have
been discussed in previous filings with the Securities and
Exchange Commission.  In addition to the actions so identified,
the Bank has taken the following actions:

The Bank has achieved the required minimum capital ratios required
by Article III of the OCC Agreement, and as of Sept. 30, 2013, the
Bank's Tier 1 Leverage Capital ratio was 12.06% and the Total
Risk-Based Capital ratio was 17.11%.

The Bank's Board of Directors continues to prepare a written
evaluation of the Bank's performance against the capital plan on a
quarterly basis, including a description of actions the Bank will
take to address any shortcomings, which is documented in Board
meeting minutes.

At its monthly meetings, the Compliance Committee continues to
review the Bank's processes, personnel and control systems to
ensure they are adequate in accordance with the Article IV of the
OCC Agreement.

While the Bank believes that it is in substantial compliance with
the OCC Agreement, no assurance can be given that the OCC will
concur with the Bank?s assessment.  Failure to comply with the
provisions of the OCC Agreement may subject the Bank to further
regulatory action, including but not limited to, being deemed
undercapitalized for purposes of the OCC Agreement, and the
imposition by the OCC of prompt corrective action measures or
civil money penalties which may have a material adverse impact on
the Company's financial condition and results of operations.

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

                         http://is.gd/rwFQhI

                        About Community West

Community West Bancshares is a financial services company
headquartered in Goleta, California, that provides full service
banking and lending through its wholly owned subsidiary Community
West Bank, which has five California branch banking offices in
Goleta, Santa Barbara, Santa Maria, Ventura and Westlake Village.


CUMULUS MEDIA: Canyon Capital Held 9% Equity Stake at Oct. 31
-------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Canyon Capital Advisors LLC and its
affiliates disclosed that as of Oct. 31, 2013, they beneficially
owned 17,210,699 shares of common stock of Cumulus Media Inc.
representing 9.08 percent of the shares outstanding.  Canyon
Capital previously reported beneficial ownership of 26,129,137
common shares or 16.47 percent equity stake as of Dec. 31, 2012.
A copy of the regulatory filing is available for free at:

                        http://is.gd/9OYMN9

                        About Cumulus Media

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

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

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

The Company's balance sheet at Sept. 30, 2013, showed $3.67
billion in total assets, $3.40 billion in total liabilities and
$268.43 million in total stockholders' equity.

                           *     *     *

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

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

As reported by the TCR on April 3, 2013, Moody's Investors Service
downgraded Cumulus Media, Inc.'s Corporate Family Rating to B2
from B1 and Probability of Default Rating to B2-PD from B1-PD.
The downgrades reflect Moody's view that the pace of debt
repayment and delevering will be slower than expected.  Although
EBITDA for 4Q2012 reflects growth over the same period in the
prior year, results fell short of Moody's expectations.


COMMUNITYONE BANCORP: Files Form 10-Q, Posts $4MM Income in Q3
--------------------------------------------------------------
CommunityOne Bancorp filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $4 million on $19.85 million of total interest income for the
three months ended Sept. 30, 2013, as compared with a net loss of
$4.71 million on $19.20 million of total interest income for the
same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $3.77 million on $56.06 million of total interest
income as compared with a net loss of $33.70 million on $59.63
million of total interest income for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2013, showed $2.03
billion in total assets, $1.95 billion in total liabilities and
$80.80 million in total shareholders' equity.

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

                        http://is.gd/UkRkJa

                         About CommunityOne

CommunityOne Bancorp (formerly FNB United) is the North Carolina-
based bank holding company for CommunityOne Bank, N.A.
(community1.com), which offers a full range of consumer, mortgage
and business banking services, including loan, deposit, cash
management, wealth and online banking services through 55 branches
in 44 communities throughout the central, southern and western
regions of the state.

FNB United incurred a net loss of $40 million in 2012, a net loss
of $137.31 in 2011, and a net loss of $131.82 million in 2010.


DELTATHREE INC: Reports $510,000 Net Loss in Third Quarter
----------------------------------------------------------
deltathree, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $510,000 on $4.04 million of revenues for the three months
ended Sept. 30, 2013, as compared with a net loss of $401,000 on
$3.52 million of revenues for the same period last year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $1.28 million on $11.98 million of revenues as
compared with a net loss of $1.29 million on $9.77 million of
revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $1.63
million in total assets, $8.48 million in total liabilities and a
$6.85 million total stockholders' deficiency.

                         Bankruptcy Warning

"Due to the limited availability of additional loan advances under
the Fourth Loan Agreement, the Company believes that, its current
cash and cash equivalents will not satisfy its current projected
cash requirements beyond the  immediate future.  As a result,
there is substantial doubt about the Company's ability to continue
as a going concern," the Company said in the filing.

"In view of the Company's current cash resources, nondiscretionary
expenses, debt and near term debt service obligations, the Company
has begun exploring strategic alternatives available to it and may
explore all such alternatives available to it, including, but not
limited to, a sale or merger of the Company, a sale of its assets,
recapitalization, partnership, debt or equity financing, voluntary
deregistration of its securities, financial reorganization,
liquidation and/or ceasing operations.  In the event that the
Company requires but is unable to secure additional funding, the
Company may determine that it is in its best interests to
voluntarily seek relief under Chapter 11 of the U.S. Bankruptcy
Code."

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

                        http://is.gd/a4GZZ4

                         About deltathree

Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.


DETROIT, MI: Could Pay Higher Loan Rate, Unsealed Letter Shows
--------------------------------------------------------------
Tom Hals and Karen Pierog, writing for Reuters, reported that
Detroit could end up paying almost twice as much in interest as
previously disclosed on a $350 million loan arranged by Barclays
Capital, according to a fee letter made public on Nov. 18 after a
judge ordered it unsealed last week.

According to the report, U.S. Judge Steven Rhodes on Nov. 14
thwarted efforts to keep the cost of a debtor-in-possession
financing under wraps, noting the so-called fee letter was subject
to Michigan's Freedom of Information Act.

The letter disclosed that Barclays would collect 1.25 percent of
the loan, but not less than $750,000, for committing to a
controversial financing deal with Detroit, the report related.

The city and Barclays Capital had requested the fees be kept a
secret because the details are commercially sensitive and might
raise the price of the loan, the report said.

Barclays declined to comment and the spokesman for the city state-
appointed emergency manager did not immediately respond to a
request for comment, according to Reuters.

                   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.


DETROIT, MI: NAACP Appeals Ruling Halting Constitutionality Suit
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Detroit Branch NAACP filed an appeal on Nov. 18 from
a ruling by the bankruptcy judge on Nov. 6 that a lawsuit in
federal court against Detroit's emergency manager can't go forward
in view of the city's municipal bankruptcy.

According to the report, in the suit filed in federal district
court before Detroit's bankruptcy, the NAACP challenges the
appointment of the emergency manager, saying the underlying state
law violates the Equal Protection and Due Process clauses of the
U.S. Constitution.

After Detroit's bankruptcy filing, U.S. Bankruptcy Judge Steven
Rhodes signed an order in July halting categories of lawsuits
against the city. The NAACP contended that the July order didn't
bar its suit.

On Nov. 6, Rhodes ruled that his July injunction indeed halted the
NAACP's suit. He also declined to allow the suit to go forward
because success would unseat the emergency manager.

Judge Rhodes said it made no sense for two courts simultaneously
to consider the constitutionality of the Michigan statutes. The
issue is part of the recently completed trial where Judge Rhodes
will decide if Detroit is eligible for bankruptcy.

Judge Rhodes did allow a second suit to go forward challenging the
state law because it didn't involve Detroit.

On Nov. 18 Detroit disclosed the 1.25 percent fee that Barclays
Plc will receive for arranging a $350 million loan to be used in
part to terminate swaps. The bankruptcy judge required disclosure
of the fees even though they ordinarily remain confidential in
corporate bankruptcies.

The last briefs have been filed in Detroit's bankruptcy-
eligibility trial. The parties await Judge Rhodes' decision.

                   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.


DEWEY & LEBOEUF: Trustee Sues Ex-Partner Marcoux for $4.2 Million
-----------------------------------------------------------------
Sara Randazzo, writing for The Am Law Daily, reported that in what
could be the first in a series of suits against former Dewey &
LeBoeuf partners, the liquidation trustee overseeing the bankrupt
Dewey estate sued William Marcoux in an effort to recover $4.2
million in compensation and other benefits he received after the
firm had allegedly become insolvent. Marcoux is one of several
dozen former Dewey partners who opted not to join a $70 million
settlement finalized by the defunct firm's estate a year ago that
would have insulated him against such litigation.

According to the report, Trustee Alan Jacobs, who took on the role
of liquidating the firm's assets in March, said in the complaint
that he is seeking the return of $3.6 million in partner
distributions made to Marcoux between Jan. 1, 2009 -- when he says
the firm was already insolvent -- and Feb. 2012, when he left the
firm to join DLA Piper, as well as $128,000 in unpaid capital
contributions and $816,000 in tax payments Dewey made on Marcoux's
behalf.

By pegging the start of 2009 as the effective date of Dewey's
insolvency, the complaint claims the firm was unable to pay its
bills a full two years before the Jan. 1, 2011 date used to
calculate the amounts former partners owed under the so-called
partner contribution plan that Marcoux and others chose not to
sign on to, the report related.  That means Marcoux and any other
former partners targeted by Jacobs are potentially liable for much
more now than they would have been if they had participated in
that plan.

The report further related that hinting that other suits may
indeed by in the works, the complaint says, "Despite the Debtor's
insolvency and inability to pay creditors, it nevertheless
transferred tens, if not hundreds, of millions of dollars as
'distributions' to its partners."

When Marcoux, a former Dewey equity partner and executive
committee member, left the firm, he became one of the first major
defectors in what would eventually become a flood of departures in
the months prior to Dewey's May 28, 2012 Chapter 11 filing, the
report recalled.  The suit against him offers one of the first
official accounts of the events that ultimately resulted in the
largest law firm bankruptcy in U.S. history.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


DEX MEDIA: Buys Bank Debt Below Par
-----------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dex Media Inc., formed in April when yellow page
publishers Dex One Corp. and SuperMedia Inc. implemented their
parallel reorganization plans, is buying up bank debt for less
than face amount.

According to the report, the plans were approved exactly six weeks
after the companies filed Chapter 11 petitions accompanied by
reorganization schemes the lenders accepted in advance. The plans
merged the two companies that both had been in bankruptcy before.

Dex One included provisions in the bank loan agreements allowing
the company to repurchase debt below face value.  Consequently,
Fort Worth, Texas-based Dex One intends to use about $100 million
to buy back bank debt at prices ranging from 62 percent to 78
percent of face amount, depending on the particular company liable
on the debt.

The offer expires on Nov. 22, the company said in a regulatory
filing. JPMorgan Chase Bank NA is agent for the lenders.

The plan paid lenders in full with new debt. Unsecured creditors
were fully paid so long as they continued providing credit.
Shareholders of the two companies share ownership of the merged
business.

                       About Dex Media Inc.

Dex Media, Inc., a wholly-owned subsidiary of R.H. Donnelley
Corporation, is the exclusive publisher of the "official" yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International Inc., in
Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and
South Dakota (collectively, the "Dex East States") and Arizona,
Idaho, Montana, Oregon, Utah, Washington and Wyoming
(collectively, the "Dex West States").  The Company is the
indirect parent of Dex Media East LLC and Dex Media West LLC.  Dex
Media East operates the directory business in the Dex East States
and Dex Media West operates the directory business in the Dex West
States.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter
11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment on
its senior unsecured notes due April 15.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
Illinois represent the Debtors in their restructuring efforts.
Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as
the Debtors' local counsel.  The Debtors' financial advisor is
Deloitte Financial Advisory Services LLP while its investment
banker is Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
is claims and noticing agent.

Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of R.H. Donnelley Corp. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


DOLLAR FINANCIAL: Moody's Affirms 'B2' CFR & Unsec. Debt Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Dollar Financial
Group and subsidiaries (Corporate Family Rating and senior
unsecured debt at B2). Moody's also assigned a rating of B2 to the
U.S. Dollar equivalent

-- $650 million senior unsecured notes issuances of Dollar's
    wholly-owned subsidiaries National Money Mart Company and
    Dollar Financial UK Holding PLC. The rating outlook was
    changed to stable from positive.

Ratings Rationale:

Dollar intends to apply the net proceeds from the sale of the new
senior unsecured notes (which will be denominated in both Canadian
dollars and British pounds) to fund the purchase or redemption for
cash, at a premium, of all of the $600 million of National Money
Mart's 10.375% Senior Notes due 2016 and pay related fees and
expenses.

Dollar's ratings reflect the company's strong market positions,
primarily in the UK and Canada, and diversification of business
activities in particular by product and distribution channel. The
ratings also take into account the continued risk of adverse
regulation, legislation and litigation related to the company's
consumer lending activities.

The change in outlook to stable from positive mainly reflects the
effects of the intensified regulatory environment related to the
short-term payday advance lending product, particularly in the UK,
Dollar's largest market. The company's financial results have been
adversely affected in recent periods by significantly tighter
payday lending requirements that will be put into effect beginning
in July 2014. Dollar has been an early mover in altering its
practices in the UK to comply with the tighter standards, which
negatively affected the company's revenues, earnings, and key debt
service and leverage metrics in the latter half of fiscal 2013 and
year to date in fiscal 2014. Moody's expects the drag on Dollar's
financial results to continue throughout fiscal 2014. The
regulatory environment in the US has become stricter as well, as
the Consumer Financial Protection Bureau asserts its oversight of
the payday lending sector. Although the regulatory environment in
Canada (Dollar's second largest market) appears stable, in Moody's
view there exists the possibility of "regulatory convergence"
leading to more restrictive standards in Canada as well.

Dollar's ratings could be upgraded if the company successfully
navigates current regulatory challenges, achieves its revenue and
earnings targets, and improves key debt service (EBITDA/interest
expense) and leverage (debt/EBITDA) metrics, with interest
coverage greater than 2 times and leverage less than 4 times on a
sustained basis. Ratings could be downgraded if the company
experiences a significantly worse than anticipated operating
environment with attendant adverse effects on profitability and
financial condition.

Dollar is a wholly-owned subsidiary of DFC Global Corp. (ticker
symbol DLLR), a leading international financial services company
serving under-banked consumers. Dollar, based in Berwyn, PA,
reported total assets of $1,722 million at September 30, 2013.


DREW MARINE: S&P Retains 'B' Corp. Credit Rating on Loan Upsize
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Drew
Marine Group Cooperatie U.A., including the 'B' corporate credit
rating, are unchanged following the company's upsize of its first-
lien term loan.  Drew Marine is upsizing its first-lien term loan
to $220 million from $205 million, and reducing its second-lien
term loan to $65 million from $80 million.  Thus, there is no
change in overall debt.

Although recovery prospects for the first-lien term loan lenders
diminish somewhat because of the facility upsize, the recovery
rating on that debt instrument remains '2', reflecting S&P's
expectation for substantial (70% to 90%) recovery of principal in
the event of a payment default.  The recovery rating on the
company's second-lien term loan remains '6', indicating S&P's
expectation for negligible (0% to 10%) recovery in the event of a
payment default.

RATINGS LIST

Drew Marine Group Cooperatie U.A.
Corporate Credit Rating                      B/Stable/--

ACR Electronics Inc.
Drew Marine Group Inc.
Drew Marine Partners L.P.
Senior Secured
  US$50 mil  revolving bank ln due 2019       B+
   Recovery Rating                            2

  US$220 mil  1st lien term bank ln due 2020  B+
   Recovery Rating                            2

  US$65 mil  2nd lien term bank ln due 2021   CCC+
   Recovery Rating                            6


DUMA ENERGY: Incurs $40.5 Million Net Loss in Fiscal 2013
---------------------------------------------------------
Duma Energy Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$40.47 million on $7.07 million of revenues for the year ended
July 31, 2013, as compared with a net loss of $4.57 million on
$7.16 million of revenues during the prior year.

The changes in results were predominantly due to, among other
things, these factors:

   * Revenues decreased due to lower oil prices and to lower gas
     volumes produced in the current fiscal year in comparison to
     fiscal 2012.

   * Lease operating expenses increased primarily due to the
     resumption of operations in one of our fields in Galveston
     Bay at the end of April 2012.  Because it was shut in during
     the majority of the year ended July 31, 2012, and it was
     operating during the entire year ended July 31, 2013, costs
     were lower in 2012.

   * Depreciation, depletion, and amortization increased because
     of an increase in the amortization rate, which was
     attributable to a reduction in estimated reserves in the
     Company's reserve study dated July 31, 2013.

   * Accretion increased because of an increase in the estimated
     asset retirement obligation due to change in estimates which
     occurred during the year ended July 31, 2013.

As of July 31, 2013, the Company had $26.27 million in total
assets, $16.91 million in total liabilities and $9.36 million in
total stockholders' equity.

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

                        http://is.gd/ig3UcM

                          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.


ECOSPHERE TECHNOLOGIES: Incurs $2.8 Million Net Loss in Q3
----------------------------------------------------------
Ecosphere Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.79 million on $2.38 million of total revenues for
the three months ended Sept. 30, 2013, as compared with net income
of $407,461 on $7.32 million of total revenues for the same period
during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $21.99 million on $4.22 million of total revenues as
compared with net income of $2.07 million on $24.31 million of
total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $21.95
million in total assets, $2.35 million in total liabilities, $3.69
million in redeemable convertible cumulative preferred stock, and
$15.90 million in equity.

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

                        http://is.gd/a1n93v

                   About Ecosphere Technologies

Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets.  Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.

Ecosphere disclosed net income of $1.05 million on $31.13 million
of total revenues for the year ended Dec. 31, 2012, as compared
with a net loss of $5.86 million on $21.08 million of total
revenues for the year ended Dec. 31, 2011.

Salberg & Company, P.A., in Boca Raton, 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 seen a recent significant decline in its
working capital primarily relating to delays in receiving
additional purchase orders and related funding from a significant
customer.  This matter raises substantial doubt about the
Company's ability to continue as a going concern.


EDENOR SA: Incurs Ps. 512.3 Million Net Loss in Third Quarter
-------------------------------------------------------------
Edenor SA reported that net loss increased Ps. 235.2.million, to a
loss of Ps. 512.3 million in the third quarter of 2013 from a loss
of Ps. 277.1 million in the same period of 2012, mainly due to the
increase in costs, exchange differences of Ps. 80.7 million and
commercial interests accrued to CAMMESA of Ps. 188.6 million
partially offset by Aeseba's Sale Trust repurchase of Edenor Notes
due 2017 and 2022 of Ps. 21.9 million and positive inflow of Ps.
153.5 million in income tax.

The Company's balance sheet at Sept. 30, 2013, showed Ps. 7.46
billion in total assets, Ps. 6.26 billion in total liabilities and
Ps. 1.20 billion in total equity.

The Company's Board of Directors held a meeting on Nov. 6, 2013,
at which the following documents were approved: Condensed
Statement of Financial Position, Condensed Statement of
Comprehensive Income, Condensed Statement of Changes in Equity,
Condensed Statement of Cash Flows, Notes and Exhibits to the
Financial Statements -all of them Separate and Consolidated-,
Informative Summary and the information required by section 68 of
the aforementioned regulations, relating to the nine-month interim
period ended Sept. 30, 2013.

A copy of the Quarterly Report is available for free at:

                        http://is.gd/tNBfqZ

                      Director Accepts Appointment

Edenor received a letter from Mr. Eduardo Endeiza accepting his
appointment as Regular Director to replace Mrs. Patricia Charvay,
who timely tendered her resignation.  Mr. Endeiza was appointed as
Alternate Director by the Ordinary and Extraordinary General
Shareholders' Meeting held on April 25, 2013.

                             About Edenor

Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN;
Buenos Aires Stock Exchange: EDN) is the largest electricity
distribution company in Argentina in terms of number of customers
and electricity sold (both in GWh and Pesos).  Through a
concession, Edenor distributes electricity exclusively to the
northwestern zone of the greater Buenos Aires metropolitan area
and the northern part of the city of Buenos Aires.

Edenor S.A. disclosed a loss of ARS1.01 billion on ARS3.72 billion
of revenue from sales for the year ended Dec. 31, 2012, as
compared with a net loss of ARS291.38 million on ARS2.80 billion
of revenue from sales for the year ended Dec. 31, 2011.


EDISON MISSION: Files Plan for Sale to NRG Energy
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Edison Mission Energy, the independent power producer
that's been in bankruptcy since December, filed a reorganization
plan to carry out a sale of its business to NRG Energy Inc.,
described as the largest competitive power producer in the U.S.

According to the report, in October, the bankruptcy court in
Chicago approved a support agreement under which EME's major
constituents agreed to support the plan, filed Nov. 15. EME is a
unit of non-bankrupt parent Edison International Inc.

NRG, based in Princeton, New Jersey, will pay $2.64 billion,
including $2.29 in cash billion and $350 million in stock.

The plan calls for secured creditors and unsecured creditors of
the operating companies to be paid in full.  Unsecured creditors
of Santa Ana, California-based EME will split what remains of the
purchase price and the NRG stock.

The explanatory disclosure statement as yet doesn't list the total
amount of claims, nor does it show the percentage recoveries by
each creditor class. The hearing to approve the disclosure
statement will take place Dec. 18.

EME's subordinated creditors receive nothing under the plan.

The plan is supported by "all of the debtor's major stakeholders,"
including the official creditors' committee and holders of 45
percent of the senior unsecured notes, EME previously said.

EME's $1.196 billion in 7 percent senior unsecured notes maturing
in 2017 traded at 12:35 p.m. on Nov. 18 for 75 cents on the
dollar, up 43 percent from immediately before bankruptcy,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.

                       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.


ELEPHANT TALK: Incurs $3.2 Million Net Loss in Third Quarter
------------------------------------------------------------
Elephant Talk Communications Corp. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $3.22 million on $5.20 million of
revenues for the three months ended Sept. 30, 2013, as compared
with a net loss of $5.47 million on $6.69 million of revenues for
the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $16.05 million on $16.79 million of revenues as
compared with a net loss of $16.47 million on $22.36 million of
revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $46.45
million in total assets, $22.53 million in total liabilities and
$23.91 million in total stockholders' equity.

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

                        http://is.gd/GbaRUz

                      To Restate Q2 Form 10-Q

Elephant Talk concluded, in consultation with the Audit Committee
of the Company's Board of Directors and the Company's independent
registered public accounting firm, BDO USA, LLP, that the
consolidated financial statements included in the Company's
quarterly report on Form 10-Q for the period ended June 30, 2013,
should no longer be relied upon as a result of an error in the
presentation of the dollar value of Warrant liabilities, Common
stock and Accumulated deficit and Changes in fair value of warrant
liabilities included in the Company's unaudited Condensed
Consolidated Balance Sheet ended June 30, 2013, and the
Consolidated Statement of Comprehensive Loss and Consolidated
Statements of Cash Flows for the three and six months periods
ended June 30, 2013.  Accordingly, the Company will restate the
Balance Sheet, Statement of Comprehensive Loss and Statements of
Cash Flows.  In addition, any previously issued press release or
other publicly issued statement by the Company containing
financial information for such period should not be relied on.

As previously disclosed by the Company, during the second quarter
ended June 30, 2013, the Company issued 8,024,821 warrants in
connection with the Company's registered direct offering of Common
Stock in which it raised $13,525,000 gross of fees, commissions
and discounts.  In the Original 10-Q, the Company utilized a
Black-Scholes valuation model for its quantitative valuation of
the Warrants.  Subsequent to the filing of the Original 10-Q, the
Company concluded that it should obtain an independent valuation
of the Warrants based on a Monte Carlo Simulation model prior to
the release of the Company's third quarter results.  After review
of the results of the valuation report, in consultation with BDO
and the Audit Committee, the Company has determined that it is
more appropriate to use a Monte-Carlo Simulation model in its
quantitative evaluation of the Warrants rather than a Black-
Scholes valuation model that was used in the valuation included on
the Balance Sheet, Statement of Comprehensive Loss and Statements
on Cash Flows regarding the Company's operating activities since
it accommodates variable data inputs for complex instruments.

The restatement has no impact on the Company's previously reported
cash and cash equivalents and revenue, and the net cash used in,
or provided from, investing and financing activities reported in
the Statements of Cash Flows.  The restatement also has no impact
on any periods reported prior to the fiscal quarter ended June 30,
2013.

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

                        http://is.gd/SQPzGo

                        About Elephant Talk

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

Elephant Talk disclosed a net loss attributable to the Company of
$23.13 million in 2012, a net loss attributable to the Company of
$25.31 million in 2011 and a net loss attributable to the Company
of $92.48 million in 2010.

BDO USA, LLP, 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 has an accumulated
deficit of $203.3 million and continues to generate negative cash
flows that raise substantial doubt about its ability to continue
as a going concern.


ENDEAVOUR INTERNATIONAL: Files Form 10-Q, Had $40.3MM Loss in Q3
----------------------------------------------------------------
Endeavour International Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss to common stockholders of $40.34 million on
$36.90 million of revenues for the three months ended Sept. 30,
2013, as compared with a net loss to common stockholders of $34.15
million on $83.27 million of revenues for the same period during
the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss to common stockholders of $69.18 million on $220.73
million of revenues as compared with a net loss to common
stockholders of $121.14 million on $121.44 million of revenues for
the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $1.50
billion in total assets, $1.41 billion in total liabilities,
$43.70 million in series C convertible preferred stock, and $46.24
million in total stockholders' equity.

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

                        http://is.gd/oC0hVp

                     About Endeavour International

Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $126.22 million as compared with a net loss of $130.99 million
during the prior year.

                           *     *     *

As reported by the TCR on March 5, 2013, Moody's Investors Service
downgraded Endeavour International Corporation's Corporate Family
Rating to Caa3 from Caa1.  Endeavour's Caa3 CFR reflects its weak
liquidity, small production and proved reserve scale, geographic
concentration and the uncertainties regarding its future
performance given the inherent execution risks related to its
offshore North Sea operations for a company of its size.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Houston,
Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'
from 'B-'.  The rating action reflects S&P's expectation that
Endeavour could have insufficient liquidity to meet its needs due
to the delay in production from its Rochelle development.


ENERGYSOLUTIONS INC: Incurs $4.8 Million Net Loss in 3rd Quarter
----------------------------------------------------------------
EnergySolutions, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $4.85 million on $392.47 million of revenue for the three
months ended Sept. 30, 2013, as compared with net income of $10.04
million on $444.15 million of revenue for the same period during
the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $70.28 million on $1.32 billion of revenue as compared
with net income of $14.79 million on $1.32 billion of revenue for
the same peirod last year.

The Company's balance sheet at Sept. 30, 2013, showed $2.34
billion in total assets, $2.10 billion in total liabilities and
$239.11 million in total equity.

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

                         http://is.gd/7zjXpJ

                        About EnergySolutions

Salt Lake City, Utah-based EnergySolutions offers customers a full
range of integrated services and solutions, including nuclear
operations, characterization, decommissioning, decontamination,
site closure, transportation, nuclear materials management, the
safe, secure disposition of nuclear waste, and research and
engineering services across the fuel cycle.

EnergySolutions reported net income of $3.92 million in 2012 as
compared with a net loss of $193.64 million in 2011.

                         Bankruptcy Warning

"Our senior secured credit facility contains financial covenants
requiring us to maintain specified maximum leverage and minimum
cash interest coverage ratios.  The results of our future
operations may not allow us to meet these covenants, or may
require that we take action to reduce our debt or to act in a
manner contrary to our business objectives.

"Our failure to comply with obligations under our senior secured
credit facility, including satisfaction of the financial ratios,
would result in an event of default under the facilities.  A
default, if not cured or waived, would prohibit us from obtaining
further loans under our senior secured credit facility and permit
the lenders thereunder to accelerate payment of their loans and
not renew the letters of credit which support our bonding
obligations.  If we are not current in our bonding obligations, we
may be in breach of our contracts with our customers, which
generally require bonding.  In addition, we would be unable to bid
or be awarded new contracts that required bonding.  If our debt is
accelerated, we currently would not have funds available to pay
the accelerated debt and may not have the ability to refinance the
accelerated debt on terms favorable to us or at all particularly
in light of the tightening of lending standards as a result of the
ongoing financial crisis.  If we could not repay or refinance the
accelerated debt, we would be insolvent and could seek to file for
bankruptcy protection.  Any such default, acceleration or
insolvency would likely have a material adverse effect on the
market value of our common stock," the Company said in its annual
report for the year ended Dec. 31, 2012.

                           *     *     *

As reported in the Jan. 9, 2013 edition of the TCR, Standard &
Poor's Ratings Services placed its ratings, including its 'B'
corporate credit rating, on EnergySolutions on CreditWatch with
developing implications.

"The CreditWatch placement follows EnergySolutions' announcement
that it has entered into a definitive agreement to be acquired by
a subsidiary of Energy Capital Partners II," said Standard &
Poor's credit analyst Jim Siahaan.

EnergySolutions is permitted to engage in discussions with other
suitors, which may include other financial sponsors or strategic
buyers.


ENGLOBAL CORP: Incurs $50,000 Net Loss in Third Quarter
-------------------------------------------------------
ENGlobal Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $50,000 on $43.29 million of operating revenues for the three
months ended Sept. 28, 2013, as compared with a net loss of
$22.33 million on $57.48 million of operating revenues for the
quarter ended Sept. 29, 2012.

For the nine months ended Sept. 28, 2013, the Company reported net
income of $300,000 on $143.71 million of operating revenues as
compared with a net loss of $32.32 million on $175.80 million of
operating revenues for the nine months ended Sept. 29, 2012.

The Company's balance sheet at Sept. 28, 2013, showed
$46.08 million in total assets, $20.39 million in total
liabilities and $25.69 million in total stockholders' equity.

"ENGlobal has come a long way in fundamentally reshaping its
Business over a relatively short period of time," said William A.
Coskey, P.E., founder and chief executive officer of ENGlobal.
"ENGlobal's management team has been almost completely
reorganized, a move which has proven to be effective in terms of
improving margins and reducing expenses.  In addition, the Company
has sold or discontinued four non-strategic businesses since my
return as CEO."

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

                         http://is.gd/pikS9y

                           About Englobal

Houston-based ENGlobal Corporation (Nasdaq: ENG) is a provider of
engineering and related project services primarily to the energy
sector throughout the United States and internationally.  ENGlobal
operates through two business segments: Automation and
Engineering.  ENGlobal's Automation segment provides services
related to the design, fabrication and implementation of advanced
automation, control, instrumentation and process analytical
systems.  The Engineering segment provides consulting services for
the development, management and execution of projects requiring
professional engineering, construction management, and related
support services.

"For most of 2012, the Company had operated under difficult
circumstances.  For the year ended Dec. 29, 2012, the Company
reported a net loss of approximately $33.6 million that included a
non-cash charge of approximately $16.9 million related to a
goodwill impairment and a non-cash charge of approximately
$6.8 million related to a valuation allowance established in
connection with the Company's deferred tax assets.  During 2012,
its net borrowings under its revolving credit facilities increased
approximately $10.5 million to fund its operations.  Due to
challenging market conditions, its revenues and profitability
declined during 2012.  Although the Company implemented a profit
improvement plan in the fourth quarter of 2012, the results of
that plan are not expected to be fully realized until later this
year.  These circumstances raised substantial doubt about the
Company's ability to continue as a going concern," the Company
said in its quarterly report for the period ended June 29, 2013.


ENOVA SYSTEMS: Director John Wallace Quits
------------------------------------------
John Wallace resigned as a director of Enova Systems, Inc., for
personal reasons on Nov. 5, 2013.

                        About Enova Systems

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

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

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

                         Bankruptcy warning

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

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

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


ERF WIRELESS: Group 10 Held 9.7% Equity Stake at Nov. 4
-------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Group 10 Holdings, LLC, disclosed that as of
Nov. 4, 2013, it beneficially owned 2,170,000 shares of common
stock of ERF Wireless, Inc., representing 9.7 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/HpAkEY

                        About ERF Wireless

Based in League City, Texas, ERF Wireless, Inc., provides secure,
high-capacity wireless products and services to a broad spectrum
of customers in primarily underserved, rural and suburban parts of
the United States.

The Company incurred a consolidated net loss of $3.75 million for
the nine months ended Sept. 30, 2012, as compared with a
consolidated net loss of $2.32 million for the same period a year
ago.  The Company's balance sheet at June 30, 2013, showed $6.80
million in total assets, $10.69 million in total liabilities and a
$3.88 million total shareholders' deficit.


EVANS & SUTHERLAND: Posts $989,000 Net Income in Third Quarter
--------------------------------------------------------------
Evans & Sutherland Computer Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $989,000 on $8.51 million of sales
for the three months ended Sept. 27, 2013, as compared with a net
loss of $1.07 million on $5.35 million of sales for the three
months ended Sept. 28, 2012.

For the nine months ended Sept. 27, 2013, the Company reported a
net loss of $793,000 on $18.42 million of sales as compared with a
net loss of $2.19 million on $17.92 million of sales for the nine
months ended Sept. 28, 2012.

The Company's balance sheet at Sept. 27, 2013, showed
$25.47 million in total assets, $50.35 million in total
liabilities and a $24.88 million total stockholders' deficit.

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

                        http://is.gd/T0vt1M

                      About Evans & Sutherland

Salt Lake City, Utah-based Evans & Sutherland Computer Corporation
in conjunction with its wholly owned subsidiary, Spitz Inc.,
creates innovative digital planetarium systems and cutting-edge,
fulldome show content.  E&S has developed Digistar 5, the world's
leading digital planetarium with fulldome video playback, real-
time computer graphics, and a complete 3D digital astronomy
package fully integrated into a single theater system.  This
technology allows audiences to be immersed in full-color, 3D
computer-generated interactive worlds.  As a full-service system
provider, E&S also offers Spitz domes, hybrid planetarium systems
integrated with Digistar and a full range of theater systems from
audio and lighting to theater automation.  E&S markets include
planetariums, science centers, themed attraction venues, and
premium large-format theaters.  E&S products have been installed
in over 1,300 theaters worldwide.


EXECUTIVE BENEFITS: High Court Ruling Could Double Del. Workload
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Delaware federal district judges could see their
workload double if parties aren't permitted to consent to having
some state-law disputes decided on a final basis by bankruptcy
judges, the American Bar Association told the U.S. Supreme Court.

According to the report, the burden on district judges in New York
would rise almost 18 percent, the ABA said in a friend-of-the-
court brief on Nov. 15 in a follow-on case to 2011's Stern v.
Marshall decision.

In Stern, the high court decided 5-4 that bankruptcy judges, who
aren't life-tenured, can't make final rulings when a defendant who
didn't file a claim in bankruptcy is being sued by a bankruptcy
trustee on a state-law claim.

The new case, to be argued in the Supreme Court on Jan. 14,
involves whether the right to a final ruling by a district judge,
who does has life tenure, is a constitutional right that can be
waived.

In Executive Benefits Insurance Agency v. Arkison, the U.S. Court
of Appeals in San Francisco said the right can be waived.  The
Supreme Court decided to hear the case because other federal
appeals courts have concluded the opposite.

The outcome may turn on the Supreme Court's interpretation of its
own 1986 decision in Commodity Futures Trading Commission v.
Schor, in which a litigant consented to a ruling by the CFTC and
thus waived the right to sue in federal district court.

The Supreme Court's ruling, expected next year, will address
whether rights under Stern implicate "structural" concerns, where
waiver isn't possible, or personal constitutional rights, where
waiver is permitted.

The bankruptcy trustee in the Executive Benefits case, like the
ABA in its brief, told the Supreme Court that precluding waivers
in bankruptcy cases will require a finding that the federal system
of magistrate judges is likewise unconstitutional, increasing the
workload of district judges even more.

The trustee in Executive Benefits said the Supreme Court has found
a court structure unconstitutional only when the parties didn't
consent.

"A few lower courts have now over-read Stern as an unraveling of
the entire magistrate and bankruptcy judge systems," the trustee
said.

The trustee pointed to the Supreme Court's own words in Stern to
the effect that the ruling was "narrow" and would require no major
changes in the bankruptcy court system.

When the Supreme Court hears the case on Jan. 14, one of the
lawyers for the trustee will be G. Eric Brunstad Jr. of Dechert
LLP in Hartford, Connecticut, who argued on the winning side in
Stern.

Although Brunstad helped establish the constitutional principle,
he said it's a right that can be waived.

The Supreme Court case is Executive Benefits Insurance Agency v.
Arkison, 12-01200, U.S. Supreme Court (Washington).


FIRST FINANCIAL: Posts $1.2 Million Net Income in Third Quarter
---------------------------------------------------------------
First Financial Service Corporation reported net income
attributable to common shareholders of $1.20 million on $8.06
million of total interest income for the three months ended
Sept. 30, 2013, as compared with a net loss attributable to common
shareholders of $1.01 million on $9.82 million of total interest
income for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss attributable to common shareholders of $328,000 on
$24.81 million of total interest income as compared with a net
loss attributable to common shareholders of $5.97 million on
$32.44 million of total interest income for the same period last
year.

The Company's balance sheet at Sept. 30, 2013, showed
$850.15 million in total assets, $815.63 million in total
liabilities and $34.52 million in total stockholders' equity.

"We continue to execute on improving the overall profitability and
risk profile of the Company," said President, Greg Schreacke.
"Non-performing assets improved for the sixth consecutive quarter,
net interest margin trends remain favorable, and capital ratios
continue to improve with the net income posted for the quarter.
More importantly, serving our customers remains at the heart of
everything we do.  New loan production for portfolio loans
exceeded $30 million for the third consecutive quarter, though net
loan growth declined 3.0% for the quarter.  Retail and commercial
checking continue to grow with a 5% increase in deposits for the
year."

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

                         http://is.gd/ENTTF2

                        About First Financial

Elizabethtown, Kentucky-based First Financial Service Corporation
is the parent bank holding company of First Federal Savings Bank
of Elizabethtown, which was chartered in 1923.  The Bank serves
six contiguous counties encompassing central Kentucky and the
Louisville metropolitan area, through its 17 full-service banking
centers and a commercial private banking center.

In its 2012 Consent Order, the Bank agreed to achieve and maintain
a Tier 1 capital ratio of 9.0 percent and a total risk-based
capital ratio of 12.0 percent by June 30, 2012.

"At December 31, 2012, the Bank's Tier 1 capital ratio was 6.53%
and the total risk-based capital ratio was 12.21%.  We notified
the bank regulatory agencies that one of the two capital ratios
would not be achieved and are continuing our efforts to meet and
maintain the required regulatory capital levels and all of the
other consent order issues for the Bank," the Company said in its
annual report for the year ended Dec. 31, 2012.

First Financial disclosed a net loss attributable to common
shareholders of $9.44 million in 2012, a net loss attributable to
common shareholders of $24.21 million in 2011 and a net loss
attributable to common shareholders of $10.45 million in 2010.

Crowe Horwath LLP, in Louisville, Kentucky, said in its report on
the consolidated financial statements for the year ended Dec. 31,
2012, "[T]he Company has recently incurred substantial losses,
largely as a result of elevated provisions for loan losses and
other credit related costs.  In addition, both the Company and its
bank subsidiary, First Federal Savings Bank, are under regulatory
enforcement orders issued by their primary regulators.  First
Federal Savings Bank is not in compliance with its regulatory
enforcement order which requires, among other things, increased
minimum regulatory capital ratios.  First Federal Savings Bank's
continued non-compliance with its regulatory enforcement order may
result in additional adverse regulatory action."


FIRST DATA: Incurs $219.5 Million Net Loss in Third Quarter
-----------------------------------------------------------
First Data Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $219.5 million on $2.71 billion of
revenues for the three months ended Sept. 30, 2013, as compared
with a net loss attributable to the Company of $212 million on
$2.67 billion of revenues for the same period during the prior
year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss attributable to the Company of $746 million on $8.01
billion of revenues as compared with a net loss attributable to
the Company of $521.9 million on $7.92 billion of revenues for the
same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $36.84
billion in total assets, $34.97 billion in total liabilities,
$67.9 million in redeemable noncontrolling interest and $1.79
billion in total equity.

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

                       http://is.gd/eDkiUs

                        About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

                           *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FIRST NATIONAL: Posts $1.8 Million Net Income in Third Quarter
--------------------------------------------------------------
First National Community Bancorp, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $1.88 million on $8.18 million of
total interest income for the three months ended Sept. 30, 2013,
as compared with a net loss of $6.52 million on $8.98 million of
total interest income for the same period last year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $4.33 million on $24.56 million of total interest income
as compared with a net loss of $8.65 million on $28.15 million of
total interest income for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $978.52
million in total assets, $945.72 million in total liabilities and
$32.79 million in total shareholders' equity.

Cash and cash equivalents decreased $28.9 million, or 25.1
percent, during the nine months ended Sept. 30, 2013, to $86.4
million.  The decrease resulted primarily from a $58.6 million
increase in total loans.  Partially offsetting the increase in
loan demand was the receipt of federal income tax refund in the
amount of $11.6 million and an increase of $18.6 million in
advances from the FHLB of Pittsburgh.  The Company did not pay any
dividends during the three and nine months ended Sept. 30, 2013,
as it suspended paying dividends to conserve capital and comply
with regulatory requirements.

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

                        http://is.gd/ENuSuz

                       About First National

Headquartered in Dunmore, Pa., First National Community Bancorp,
Inc., is a Pennsylvania corporation, incorporated in 1997 and is
registered as a bank holding company under the Bank Holding
Company Act ("BHCA") of 1956, as amended.  The Company became an
active bank holding company on July 1, 1998, when it acquired
ownership of First National Community Bank (the "Bank").  The Bank
is a wholly-owned subsidiary of the Company.

The Company's primary activity consists of owning and operating
the Bank, which provides customary retail and commercial banking
services to individuals and businesses.  The Bank provides
practically all of the Company's earnings as a result of its
banking services.

First National disclosed a net loss of $13.71 million on $37.02
million of total interest income for the year ended Dec. 31, 2012,
as compared with a net loss of $335,000 on $42.93 million of total
interest income in 2011.

                        Regulatory Matters

The Bank is under a Consent Order from the Office of the
Comptroller of the Currency dated Sept. 1, 2010.  The Company is
also subject to a Written Agreement with the Federal Reserve Bank
of Philadelphia dated Nov. 24, 2010.

The Bank, pursuant to a Stipulation and Consent to the Issuance of
a Consent Order dated Sept. 1, 2010, without admitting or denying
any wrongdoing, consented and agreed to the issuance of the Order
by the OCC, the Bank's primary regulator.  The Order requires the
Bank to undertake certain actions within designated timeframes,
and to operate in compliance with the provisions thereof during
its term.  The Order is based on the results of an examination of
the Bank as of March 31, 2009.  Since the examination, management
has engaged in discussions with the OCC and has taken steps to
improve the condition, policies and procedures of the Bank.
Compliance with the Order is monitored by a committee of at least
three directors, none of whom is an employee or controlling
shareholder of the Bank or its affiliates or a family member of
any such person.  The Committee is required to submit written
progress reports on a monthly basis to the OCC and the Agreement
requires the Bank to make periodic reports and filings with the
Federal Reserve Bank.  The members of the Committee are John P.
Moses, Joseph Coccia, Joseph J. Gentile and Thomas J. Melone.

Banking regulations also limit the amount of dividends that may be
paid without prior approval of the Bank's regulatory agency.  At
Dec. 31, 2012, the Company and the Bank are restricted from paying
any dividends, without regulatory approval.


FRESH & EASY: Sec. 341 Creditors' Meeting Set for Nov. 22
---------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 cases of Fresh & Easy
Neighborhood Market Inc., et al., on Nov. 22, 2013, at 10:00 a.m.
The meeting will be held at J. Caleb Boggs Federal Building, Room
5209, 844 King Street, in Wilmington, Delaware.

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.

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

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.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. 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.


FRESH & EASY: Can Employ Alvarez & Marsal as Advisors & Banker
--------------------------------------------------------------
Fresh & Easy Neighborhood Market Inc., et al., sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Alvarez & Marsal North America, LLC, to serve
as financial advisors, and Alvarez & Marsal Securities, LLC, as
investment banker.

A&M-NA will be paid based on these professionals customary
hourly billing rates:

   Managing Directors              $675-$875
   Directors                       $475-$675
   Analyst/Associates              $275-$475

Dennis Stogsdill, managing director of A&M-NA, will serve as
overall engagement leader of the financial advisory services and
for his services A&M-NA will be paid at a fixed rate of $75,000
per month.  In addition, A&M-NA will be entitled to incentive
compensation in the amount of $1.5 million payable upon the
consummation of a Chapter 11 plan of reorganization.

A&M-S will be paid a monthly fee of $150,000.  In addition, A&M-S
will receive a transaction fee in the amount of $1.25 million,
plus 5% of any aggregate consideration above the initial bid under
the stalking horse asset purchase agreement.  In the event the
Debtors elect not to go forward with the sale transaction, A&M-S
will receive a termination fee of $500,000 plus all monthly fees
earned.

Moreover, A&M will be reimbursed for the reasonable out-of-pocket
expenses incurred by its professionals.

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.  In the 90 days immediately preceding the Petition Date,
A&M received retainers and fee payments totaling $2,478,786 and
expense reimbursement payments totaling $76,617 in the aggregate
for services performed for the Debtors.  These amounts include
$3,767 on account of estimated expenses incurred prior to the
Petition Date but unprocessed as of the Petition Date.

                        About Fresh & Easy

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.

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

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.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. 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.


FRESH & EASY: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Fresh & Easy Neighborhood Market Inc. filed with the Bankruptcy
Court for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $219,907,408
  B. Personal Property           $414,719,798
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $661,728,173
                                 ------------    ------------
        TOTAL                    $634,627,207    $661,728,173

                         About Fresh & Easy

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.

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

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.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. 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.


FRESH & EASY: Has Busy Hearing Calendar Nov. 22
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that supermarket chain Fresh & Easy Neighborhood Market
Inc. received no competing bids and canceled the auction that
would have been held on Nov. 19.

According to the report, at a hearing Nov. 22, Fresh & Easy will
ask the bankruptcy judge in Delaware to approve a sale to Ron
Burkle's Yucaipa Cos. LLC for 150 markets plus a production
facility in Riverside, California. There were no competing bids.

The calendar on Nov. 22 is chock full. In addition to sale
approval, the judge will decide whether the supermarket chain can
sell the right to transfer leases at the locations Yucaipa isn't
buying. If the judge goes along, that auction will occur Dec. 12.

Finally, the judge is convening a third hearing on Nov. 22 to
decide about holding another auction on Dec. 12 to sell 53 parcels
of real property in California, Arizona and Nevada that aren't
being purchased by Yucaipa and aren't covered by the lease sale.

The hearing won't be without controversy. Landlords are objecting
to Fresh & Easy's desire that leases be sold without restrictions
on how the properties may be used.

                About Fresh & Easy Neighborhood

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.

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

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.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. 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.


FTS INT'L: Moody's Raises Term Loan Facility Rating to 'B2'
-----------------------------------------------------------
Moody's Investors Service affirmed FTS International Inc.'s (FTSI)
Corporate Family Rating (CFR) at B2 and raised the FTSI term loan
facility rating to B2 from B3. Moody's also affirmed FTSI's B2-PD
Probability of Default Rating (PDR) and assigned a Speculative
Grade Liquidity (SGL) rating of SGL-3. The outlook was changed to
stable from negative. Moody's also withdrew the Ba3 rating and
negative outlook on FTS International Services, LLC's (FTSI
Services) senior unsecured notes that were scheduled to mature on
November 15, 2018.

"The outlook at FTSI was changed to stable from negative
reflective of realized debt reduction from asset sales resulting
in lower leverage and enhanced financial flexibility," stated
Michael Somogyi, Moody's Vice President -- Senior Analyst. "We are
withdrawing the rating on FTSI Services outstanding 7.125% senior
unsecured notes due 2018 given the close of the cash tender offer
and redemption of effectively all of the notes."

Rating Actions:

Issuer: FTS International Inc. (FTSI)

  Corporate Family Rating (CFR), affirmed B2
  Probability of Default Rating (PD), affirmed B2-PD
  Senior Term Loan Facility, upgraded to B2 (LGD4 -- 50%) from B3
   (LGD5 -- 70%)
  Speculative Grade Liquidity (SGL) rating, assigned SGL-3
  Outlook changed to stable from negative

Issuer: FTS International Services, LLC (FTSI Services)

  Senior Notes, Ba3 (LGD2 -- 23%) rating withdrawn
  Outlook, negative outlook withdrawn

Ratings Rationale:

FTSI's B2 CFR is reflective of its high quality fleet of
fracturing equipment, substantial market position and realized
debt reduction resulting in lower leverage. The rating is
restrained by the company's high concentration in one service line
(domestic pressure pumping) and its exposure to the extremely
competitive and highly cyclical industry landscape dominated by
much larger and financially stronger players. The rating
incorporates the expectation of improving demand for FTSI's
services driven by the increase in horizontal drilling activity
across unconventional shale plays and the associated higher number
of fracturing stages per well.

FTSI completed the sale of substantially all of its sand and
related logistics assets to Fairmount Minerals (B1 stable) in
September. FTSI applied proceeds from the asset sale to tender for
effectively 99% of the outstanding 7.125% senior notes at FTSI
Services. In addition, substantially all of the restrictive
covenants and certain default provisions contained in the senior
notes were eliminated in an associated consent solicitation. FTSI
also repaid $42 million of its senior secured term loan, reducing
the balance to $1.122 billion. This compares favorably to a peak
consolidated debt level of over $1.9 billion in 2011 and supports
deleveraging efforts with adjusted debt/EBITDA trending below
5.0x.

The SGL-3 rating is based on Moody's expectation that FTSI will
have adequate liquidity through 2014. Moody's expects cash flow to
gradually improve as horizontal drilling activity and fracturing
stages continue to increase. Any negative free cash flow due to
capital expenditures or working capital changes is expected to be
funded out of cash on the balance sheet. The term loan contains
financial covenants, including an interest coverage ratio and
leverage ratio, with which FTSI should maintain good coverage
through 2014.

The rating on FTSI's senior secured term loan was upgraded to B2,
equal to its CFR, following the company's successful redemption of
effectively all of the senior notes at FTSI Services. The
elimination of the structural subordination of FTSI's senior
secured term loan to the superior claim of FTSI Services senior
notes in the term loan being rated in line with the CFR under
Moody's Loss Given Default Methodology.

The rating outlook is stable reflective of realized debt reduction
and enhanced financial flexibility. An upgrade is unlikely absent
improved pricing, higher operating margins and leverage
approaching 3.5x. The ratings could be considered for downgrade if
earnings were to decline to levels that resulted in leverage to be
sustained above 5.0x

FTS International Inc. is a privately held oilfield services
company formed by an investor group led by a subsidiary of Temasek
Holdings Limited (Private) to acquire the majority shareholder of
FTS International Services, LLC. The acquisition was funded
through a combination of cash equity provided by the investor
group and $1.5 billion term loan. FTS International Inc. is
currently owned by Temasek (40%), Senja (11%), Other Investors
(18%), Chesapeake (30%) with Management retaining 1% ownership.


FULLCIRCLE REGISTRY: Incurs $77,400 Net Loss in Third Quarter
-------------------------------------------------------------
FullCircle Registry, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $77,479 on $487,729 of revenues for the three months
ended Sept. 30, 2013, as compared with a net loss of $103,824 on
$497,083 of revenues for the same period last year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $284,463 on $1.41 million of revenues as compared with
a net loss of $264,029 on $1.41 million of revenues for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $5.92
million in total assets, $6 million in total liabilities and a
$77,940 total stockholders' deficit.

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

                         http://is.gd/pO63hx

                      About FullCircle Registry

Shelbyville, Kentucky-based FullCircle Registry, Inc., targets the
acquisition of small profitable businesses.   FullCircle Registry,
Inc., has become a holding company with three subsidiaries.  They
are FullCircle Entertainment, Inc., FullCircle Insurance Agency,
Inc. and FullCircle Prescription Services, Inc.  Target companies
for future acquisition are those in search of exit plans for the
owners and are intended to continue autonomous operations as
current ownership is phased out over a period of 3-5 years.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Rodefer Moss & Co., PLLC, in New Albany,
Indiana, expressed substantial doubt about FullCircle Registry's
ability to continue as a going concern, citing the Company's
recurring losses from operations and net working capital
deficiency.


FURNITURE BRANDS: Objections to Bidding Procedures Filed
--------------------------------------------------------
BankruptcyData reported that multiple parties -- including
Broadbill Investment Partners, Brixmor Property Group, Federal
Realty Investment Trust, Horizon Retail Construction, NEC
Financial Services, Oracle America, GE Commercial Distribution
Finance, GE TF Trust, General Electric Capital, ACE America
Insurance and Simon Property Group -- filed with the U.S.
Bankruptcy Court separate objections to Furniture Brands
International's motion for an order (i) approving (a) bidding
procedures, (b) form and manner of notices, (c) form of asset
purchase agreement (including bid protections); (ii) scheduling
dates to conduct auction and hearing to consider final approval of
sale (including treatment of executory contracts and unexpired
leases); (iii) granting related relief and (iv)(a) approving sale
of substantially all of acquired assets, (b) authorizing the
assumption and assignment of executory contracts and unexpired
leases and (c) granting related relief.

Broadbill Investment Partners explains, "The Debtors have
articulated no reason, other than a non-specific and unsupported
'best interests' assertion, why they have so substantially cut
short the auction process. In doing so, the Debtors moved the bid
deadline up by 15 days and cut in half the remaining pre-auction
diligence period. This new schedule will force competing bidders
to close in just a few weeks from the time they would have first
gotten notice that the sale process was being radically shortened
(as opposed to 47 days later under the court-approved schedule
that was itself shorter than what the Debtors originally
proposed). It is not clear why the Debtors did this....The desire
to sell all assets at once may be quick and convenient for those
entities that have already realized substantial value, but it may
be a terrible strategy given the NOL (Debtors' $235 million net
operating loss (the 'NOL'), which the Debtors claim has an $82
million cash value) value in this case. A sale of substantially
all of the Debtors' assets may not be the best value-maximizing
approach because it would not preserve the full value of the
Debtor's significant NOLs. A modified reorganization plan could be
constructed which would preserve the entire $235 million of NOLs
useable without limitation. Rather than selling all of the
Debtors' cash flow generating assets, the Debtors could retain one
or more businesses. Other assets sold could be used to repay the
DIP loan (and repay some or all of the unsecured debt in cash),
and retained assets would form the basis of remaining recoveries
to unsecured creditors and equity holders. The NOLs could be
applied without limitation to earnings from the retained
operations."

                    About Furniture Brands

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

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

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

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

The company has an official creditor's committee with seven
members.  The creditors' panel includes the Pension Benefit
Guaranty Corp., Milberg Factors Inc. and five suppliers.  The
Creditors' Committee tapped Blank Rome LLP as counsel, Hahn &
Hessen LLP as counsel, BDO Consulting as financial advisor, and
Houlihan Lokey Capital, Inc., as investment banker.


FX CONCEPTS: Cleared to Auction Assets Next Week
------------------------------------------------
Stephanie Gleason, writing for DBR Small Cap, reported that
liquidating currency hedge fund FX Concepts LLC received
bankruptcy court approval of its plan to quickly sell most of its
assets to Aktis Capital Advisory Ltd., subject to higher bids at
auction.

The case is In re FX Concepts, LLC (Bankr. S.D.N.Y. Case No. 13-
13446).  The Chapter 11 Petition was filed on October 23, 2013.
The Debtor is represented by Henry P. Baer, Jr., Esq., at FINN
DIXON & HERLING, LLP.


GASCO ENERGY: Incurs $3.1 Million Net Loss in Third Quarter
-----------------------------------------------------------
Gasco Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.10 million on $2.50 million of total revenues for the three
months ended Sept. 30, 2013, as compared with a net loss of $3.17
million on $1.80 million of total revenues for the same period
last year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $7.80 million on $7.23 million of total revenues as
compared with a net loss of $13.38 million on $6.59 million of
total revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $51.27
million in total assets, $41.24 million in total liabilities and
$10.03 million in stockholders' equity.

                        Bankruptcy Warning

"If the Company is unable to generate sufficient operating cash
flows or secure additional capital before February 2014, it will
not have adequate liquidity to fund its operations and meet its
obligations (including its debt payment obligations), the Company
will not be able to continue as a going concern, and could
potentially be forced to seek relief through a filing under
Chapter 11 of the U.S. Bankruptcy Code," the Company said in the
Report.

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

                        http://is.gd/KwCsNV

                        About Gasco Energy

Denver-based Gasco Energy, Inc. -- http://www.gascoenergy.com/--
is a natural gas and petroleum exploitation, development and
production company engaged in locating and developing hydrocarbon
resources, primarily in the Rocky Mountain region and in
California's San Joaquin Basin.  Gasco's principal business is the
acquisition of leasehold interests in petroleum and natural gas
rights, either directly or indirectly, and the exploitation and
development of properties subject to these leases.  Gasco focuses
its drilling efforts in the Riverbend Project located in the Uinta
Basin of northeastern Utah, targeting the oil-bearing Green River
Formation and the natural gas-prone Wasatch, Mesaverde, Blackhawk,
Mancos, Dakota and Morrison formations.

In its auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, KPMG LLP, in Denver, Colorado,
expressed substantial doubt about Gasco Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses and negative cash flows
from operations.

The Company reported a net loss of $22.2 million on $8.9 million
of revenues in 2012, compared with a net loss of $7.3 million on
$18.3 million of revenues in 2011.


GENERAC POWER: S&P Raises Corp. Credit Rating to 'BB-'
------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Generac Power Systems Inc. to 'BB-' from 'B+'
The outlook is stable.

At the same time, S&P raised its issue-level rating on Generac
Power's $1.2 billion senior secured term loan B due 2020 to 'BB-'
from 'B+'.  The '3' recovery rating indicates S&P's expectations
for meaningful recovery (50% to 70%) in the event of payment
default.

S&P raised its rating on Waukesha, Wis.-based Generac after
affiliates of private equity firm CCMP Capital Advisors LLC sold
their controlling interest in the generator manufacturer.  As a
consequence of CCMP's secondary public offering of all of its
shares, more than five underwritten block trades in which Generac
received no proceeds, our assessment of financial risk is no
longer constrained by uncertainties with regards to the financial
policies of companies owned by financial sponsors.

"The stable outlook reflects our opinion that demand for Generac's
products will be good over the next 12 months, following damaging
storms in late 2012 that we believe raised consumer interest in
portable and standby generators," said Standard & Poor's credit
analyst Maurice Austin.  "We expect EBITDA to climb to
$380 million this year with leverage below 3.5x and FFO to debt of
about 25%, commensurate with a "significant" financial risk
assessment."

S&P could lower the rating if credit measures weakened from
current levels such that leverage was likely to be maintained
between 4x and 5x.  This could occur if Generac pursues additional
debt-financed acquisitions or other debt-financed share holder
friendly initiatives.

Based on S&P's view of the company's weak business risk profile
and acquisition-driven growth strategy, we believe an upgrade is
unlikely in the next year.


GENERAL NUTRITION: S&P Rates $1.48BB Senior Sec. Facility 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating on
General Nutrition Centers Inc.'s $1.35 billion term loan B
facility due March 4, 2019, and $130 million revolving credit
facility due March 3, 2017.  The '2' recovery rating on the
combined senior secured credit facility, indicates S&P's
expectation of substantial (70% to 90%) recovery for holders in
the event of a payment default.  According to the company, it
plans to use the net proceeds from this debt to refinance its
existing term loan and for general corporate purposes, including
share repurchases.  Following the completion of this transaction,
our forecast for leverage for fiscal year-end 2013 increases
modestly to 3.3x.

GNC's "fair" business risk profile reflects the company's position
as the largest player in the nutritional supplement industry, good
profitability measures, and S&P's expectation for sales growth to
remain above the industry average over the next 12 months.  S&P
assess the company's financial risk profile as "significant"
because of its moderate financial policies, good cash flow
generation, and stable credit protection measures.

RATINGS LIST

GNC Holdings Inc.
General Nutrition Centers Inc.

Corporate Credit Rating                     BB/Stable/--

New Rating

General Nutrition Centers Inc.

$1.35B term loan B facility due 2019        BB+
    Recovery rating                          2
$130M revolving credit facility due 2017    BB+
    Recovery rating                          2


GENERAL STEEL: Reports $9.4 Million Net Income in Third Quarter
---------------------------------------------------------------
General Steel Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $9.40 million on $610.09 million of total sales for
the three months ended Sept. 30, 2013, as compared with a net loss
of $66.21 million on $711.42 million of total sales for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $43.85 million on $1.91 billion of total sales as
compared with a net loss of $164.09 million on $2.14 billion of
total sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed
$2.67 billion in total assets, $3.14 billion in total liabilities
and a $473.11 million in total deficiency.

"I am delighted that we achieved positive gross and net margins
during the third quarter," said Henry Yu, chairman and chief
executive officer of General Steel.  "We also significantly
enhanced our cost structure with the launch of two additional
continuous-rolling production lines, with one commencing
production in July and the other entering trial production earlier
this month."

John Chen, chief financial officer of General Steel, commented,
"I'm very pleased with our execution this third quarter.  We
generated a positive quarterly operating cash inflow of $75
million and vastly improved profitability.  Additionally, we
further cut finance expenses and enhanced our financing
flexibility, through better planning, budgeting and securing
additional working capital support through favorable payment terms
granted by our stakeholders.  I believe we are at the beginning of
a sustainable business turn-around."

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

                        http://is.gd/u0L4c1

                   About General Steel Holdings

General Steel Holdings, Inc., headquartered in Beijing, China,
produces a variety of steel products including rebar, high-speed
wire and spiral-weld pipe.  The Company has operations in China's
Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region
and Tianjin municipality with seven million metric tons of crude
steel production capacity under management.  For more information,
please visit www.gshi-steel.com.

General Steel incurred a net loss of $231.93 million on
$1.96 billion of sales for the year ended Dec. 31, 2012, as
compared with a net loss of $283.29 million on $2.45 billion of
sales for the year ended Dec. 31, 2011.


GOLDKING HOLDINGS: Fights Ex-CEO's Bid to Move Ch. 11 Cases
-----------------------------------------------------------
Law360 reported that private equity-backed oil firm Goldking
Holdings LLC on Nov. 18 urged a Delaware bankruptcy judge to
reject a bid by its former chief executive to transfer its Chapter
11 cases to another state, saying such a move would benefit
neither the company nor its creditors.

According to the report, former CEO Leonard C. Tallerine Jr. --
who owns a nearly 6 percent stake in the company through an entity
called Goldking LT Capital Corp. -- wants the case moved to either
Texas or Louisiana.

Goldking Holdings LLC, an oil-and-gas exploration company, sought
bankruptcy protection (Bankr. D. Del. Case No. 13-12820) in
Wilmington on October 30, 2013, from creditors with plans to sell
virtually all its assets.  The case is before Judge Brendan
Linehan Shannon.

Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, represents the Debtors.  Lantana Oil &
Gas Partners serves as the Debtors' financial advisors.  The
Debtors' notice, claims, solicitation and balloting agent is Epiq
Bankruptcy Solutions, LLC.


GOOD SAM: Reports $7.2 Million Net Income in Third Quarter
----------------------------------------------------------
Good Sam Enterprises, LLC, filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $7.25 million on $148.92 million of revenues for the
three months ended Sept. 30, 2013, as compared with net income of
$3.26 million on $139.61 million of revenues for the same period
during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $22.22 million on $419.82 million of revenues as
compared with net income of $10.44 million on $396 million of
revenues for the same period a year ago.

As of Sept. 30, 2013, the Company had $263.73 million in total
assets, $495.70 million in total liabilities and a $231.96 million
total member's deficit.

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

                        http://is.gd/X24Cp5

                           About Good Sam

Ventura, Calif.-based Affinity Group Holding, Inc., now known as
Good Sam Enterprises, LLC, is a holding company and the direct
parent of Affinity Group, Inc.  The Company is an indirect wholly-
owned subsidiary of AGI Holding Corp, a privately-owned
corporation.  The Company is a member-based direct marketing
organization targeting North American recreational vehicle owners
and outdoor enthusiasts.  The Company operates through three
principal lines of business, consisting of (i) club memberships
and related products and services, (ii) subscription magazines and
other publications including directories, and (iii) specialty
merchandise sold primarily through its 78 Camping World retail
stores, mail order catalogs and the Internet.

Good Sam reported net income of $9.37 million in 2012, as compared
with net income of $3.90 million in 2011.

                           *     *     *

Affinity Group Inc. carries 'B3' long term corporate family and
probability of default ratings, with 'stable' outlook, from
Moody's Investors Service.

As reported in the Troubled Company Reporter on November 9, 2010,
Standard & Poor's Ratings Services assigned Affinity Group Inc.'s
proposed $325 million senior secured notes due 2016 its
preliminary 'B-' issue-level rating.  Following the close of the
proposed transaction, S&P expects to assign a 'B-' corporate
credit rating to Affinity Group Inc., and withdraw S&P's current
'D' corporate credit rating on Affinity Group Holding Inc.  A
portion of the proceeds of the new notes will be used, in
conjunction with cash contributions from Holding's parent, to
repay in full $88 million of senior notes that are currently
outstanding at Holding.

S&P said the expected 'B-' corporate credit rating on Affinity
Group reflects S&P's expectation that, following the proposed
refinancing transaction, adjusted debt leverage will be reduced by
about 1x, the company will not have any meaningful near-term debt
maturities, and the company will generate some discretionary cash
flow (albeit minimal).  Still, credit measures will remain
relatively weak, as adjusted debt leverage will remain above 6.0x
(S&P's operating lease adjustment adds about a turn to leverage),
and S&P expects interest coverage to remain in the low- to mid-
1.0x area over the intermediate term.


GREEN FIELD ENERGY: Sec. 341 Creditors' Meeting Set for Dec. 5
--------------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of Green Field Energy
Services, Inc., et al., on Dec. 5, 2012, at 10:30 a.m.  The
meeting will be held at J. Caleb Boggs Federal Building, Room
5209, 844 King Street, in Wilmington, Delaware.

                  About Green Field Energy

Green Field is an independent oilfield services company that
provides a wide range of services to oil and natural gas drilling
and production companies to help develop and enhance the
production of hydrocarbons.  The Company's services include
hydraulic fracturing, cementing, coiled tubing, pressure pumping,
acidizing and other pumping services.

Green Field Energy and two affiliates filed Chapter 11 petitions
in Delaware on Oct. 27, 2013, after defaulting on an $80 million
credit provided by an affiliate of Royal Dutch Shell Plc (Case No.
13-bk-12783, Bankr. D. Del.).

The Debtors are represented by Michael R. Nestor, Esq., and Kara
Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A.
Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq.,
at Latham & Watkins LLP, in Chicago, Illinois.

The Debtors' investment banker is Carl Marks Advisory Group LLC.
Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves
as the Debtors' chief restructuring officer.


GREEN FIELD ENERGY: 6-Member Committee Named
--------------------------------------------
Roberta A. Deangelis, The U.S. Trustee for Region 3, appointed six
members to the official committee of unsecured creditors in the
Chapter 11 cases of Green Field Energy Services, Inc., et al.

The Creditors Committee members are:

      1. ChemRock Technologies
         c/o Ener Sciences
         Attn: Ben D. Davis
         600 Congress Avenue, Suite 300
         Austin, TX 78701
         Tel: (512) 505-4101

      2. National Oilwell Varco L.P.
         Attn: Darin Day
         7909 Parkwood Circle Dr., Bldg. #2
         Houston, TX 77036
         Tel: (713) 868-8751
         Fax: (713) 361-6235

      3. Martin Energy Services
         Attn: Scott McPherson
         Three Riverway, Suite 400,
         Houston, TX 77056
         Fax: (713) 350-2861

      4. Pel-State Bulk Plan
         Attn: Jim Broyles
         333 Texas Street, Suite 2121,
         Shreveport, LA 71101
         Tel: (202) 230-4273

      5. Preferred Quality Chemicals, LLC
         Attn: Kyle Jacob
         1300 Grimmett, Shreveport, LA 7111
         Tel: (318) 243-5533
         Fax: (318) 222-7772

      6. Preferred Resin Holding Company, LLC
         Mike Balitsaris
         One Radnor Corp. Center
         100 Matsonford Road, Suite 101
         Radnor, PA 19087
         Tel: (484) 684-1203

                  About Green Field Energy

Green Field is an independent oilfield services company that
provides a wide range of services to oil and natural gas drilling
and production companies to help develop and enhance the
production of hydrocarbons.  The Company's services include
hydraulic fracturing, cementing, coiled tubing, pressure pumping,
acidizing and other pumping services.

Green Field Energy and two affiliates filed Chapter 11 petitions
in Delaware on Oct. 27, 2013, after defaulting on an $80 million
credit provided by an affiliate of Royal Dutch Shell Plc (Case No.
13-bk-12783, Bankr. D. Del.).

The Debtors are represented by Michael R. Nestor, Esq., and Kara
Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A.
Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq.,
at Latham & Watkins LLP, in Chicago, Illinois.

The Debtors' investment banker is Carl Marks Advisory Group LLC.
Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves
as the Debtors' chief restructuring officer.


GREENSHIFT CORP: Amends Code of Ethics
--------------------------------------
Greenshift Corporation's Board of Directors adopted a revised Code
of Ethics.  The revised Code of Ethics was adopted to replace the
code of ethics that had been adopted in May 2013.  The Board
determined that the significant changes in the business and
management of the Company since 2004 warranted a complete
reconsideration of the standards of conduct by which the Comany's
management and employees will be governed.  A copy of the
Company's Code of Ethics is available at http://is.gd/hNUp95

                   About Greenshift Corporation

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

Greenshift Corporation disclosed net income of $2.46 million in
2012, as compared with net income of $7.90 million in 2011.
The Company's balance sheet at June 30, 2013, showed $8.68 million
in total assets, $47.98 million in total liabilities and a $39.29
million total stockholders' deficit.

Rosenberg Rich Baker Berman & Company, in Somerset, NJ, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company had $2,030,577 in cash, and
current liabilities exceeded current assets by $41,087,222 as of
Dec. 31, 2012.  In addition, the Company could be subject to
default of its senior debt obligation in 2013 if a condition to a
forbearance agreement that is not within the Company's control is
not satisfied.  These conditions raise substantial doubt about its
ability to continue as a going concern.


GROEB FARMS: Government Claims Bar Date Set for March 31
--------------------------------------------------------
Government entities' deadline to file proofs of claim in the
bankruptcy case of Groeb Farms, Inc. has been set for March 31,
2014.

Headquartered in Onsted, Mich., Groeb Farms is one of the largest
honey packers in the nation.  For more than 30 years, the company
has provided the finest, top quality, wholesome and safe honey and
related food products to industrial and retail customers as well
as the American consumer.

The Company sought protection under Chapter 11 of the Bankruptcy
Code on Oct. 1, 2013 (Case No. 13-58200, Bankr. E.D. Mich.).
Judge Walter Shapero is overseeing the case.  The Debtor is
represented by Judy A. O'Neill, Esq., and John A. Simon, Esq., at
Foley & Lardner LLP, in Detroit, Michigan.  Conway MacKenzie,
Inc., serves as financial advisor, while Houlihan Lokey Capital,
Inc., investment banker and also as financial advisor.  Kurtzman
Carson Consultants LLC is the Debtors' claims, noticing, and
balloting agent.

Daniel M. McDermott, United States Trustee for Region 9, has
appointed five creditors to serve on the Official Committee of
Unsecured Creditors.  The Creditors' Committee members are: Bees
Brothers, LLC, Little Bee Impex, Delta Food International Inc.,
Buoye Honey, and Citrofrut SA de CV.

HC Capital Holdings 0909A, LLC, an affiliate of Honey
Financing Company, LLC, extended $27 million senior secured super-
priority revolving credit facility to the Debtors.  The DIP Lender
is represented by Leonard Klingbaum, Esq., at KIRKLAND & ELLIS
LLP, in New York.


HARRISBURG, PA: Receiver Can Sign Recovery Plan Docs
----------------------------------------------------
Law360 reported that a Pennsylvania judge authorized the
Harrisburg city receiver to implement the city?s financial
recovery plan to settle more than $350 million in debt, saying on
Nov. 18 that if the controller continued to delay the plan, then
the receiver could sign the contracts instead.

According to the report, Commonwealth Court Judge Bonnie Brigance
Leadbetter approved the plan in September, which aims to settle
the capital city?s hundreds of millions of dollars of debt that
stems from a bungled trash-to-energy incinerator project.

                 About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.  Mr. Unkovic was
replaced by William Lynch as receiver.


HEARTLAND DENTAL: Moody's Lowers Corp. Family Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service downgraded Heartland Dental Care, LLC's
Corporate Family Rating to B3 from B2, and its Probability of
Default Rating to B3-PD from B2-PD. At the same time, Moody's
assigned a B1 rating to Heartland's $160 million incremental first
lien term loan and downgraded Heartland's existing senior secured
first lien credit facilities, including its $400 million first
lien senior secured term loan and its $100 million revolving
credit facility, to B1 from Ba3. Moody's also downgraded the
company's $250 million second lien senior secured term loan to
Caa2 from Caa1. The rating outlook is stable.

On October 23, 2013, Heartland announced that it had signed a
definitive agreement to acquire My Dentist Holdings, LLC ("My
Dentist"), an Oklahoma City-based dental support organization,
which is affiliated with 52 My Dentist Complete Care Dentistry
offices in Oklahoma, Missouri, Texas, Kansas and Arkansas. The
proceeds from the incremental first lien term loan will be used to
acquire My Dentist, repay outstanding revolver borrowings, pay
transaction fees and expenses, and for general corporate purposes.

The downgrade of the Corporate Family and Probability of Default
Ratings reflects the company's aggressive pace of debt-financed
dental practice affiliations and de novo office openings beyond
Moody's previous expectations. As a result, the company's credit
metrics will not improve to levels that Moody's had previously
expected over the next 12 to 18 months, and which would have
supported the prior rating. On a pro forma basis for the My
Dentist acquisition and related financing, Moody's anticipates
Heartland's adjusted debt to EBITDA to be approximately 7.0 times
on a Moody's adjusted basis.

Following is a summary of Moody's rating actions.

Heartland Dental Care, LLC:

Ratings assigned:

  $160 million senior secured 1st lien term loan, B1 (LGD3, 33%)

Ratings downgraded:

  Corporate Family Rating to B3 from B2

  Probability of Default Rating to B3-PD from B2-PD

  $100 million senior secured first lien revolving credit
  facility, to B1 (LGD3, 33%) from Ba3 (LGD3, 30%)

  $400 million senior secured 1st lien term loan, to B1 (LGD3,
  33%) from Ba3 (LGD3, 30%)

  $250 million second lien senior secured term loan, to Caa2
  (LGD5, 85%) from Caa1 (LGD5, 83%)

The rating outlook is stable.

Ratings Rationale:

Heartland's B3 Corporate Family Rating reflects the company's
small absolute size based on revenue and earnings, high financial
leverage, and modest interest coverage relative to other single-B
rated companies. Heartland's credit profile benefits from its
market position as the largest dental support services business in
the U.S., based on both revenue and number of affiliated offices.
The ratings are also supported by the company's good diversity
across services and geographies, positive same-store sales growth,
and favorable long-term trends within the support services
industry. Although Heartland's base business is stable, the
ratings are constrained by the company's aggressive pace of
starting de novo practices as well as affiliating with existing
practices. In addition, Heartland operates in an industry with a
high degree of federal and state regulatory oversight.

The stable outlook reflects Moody's expectation that while near-
term credit metrics will remain weak as a result of the company's
high financial leverage resulting from its aggressive pace of
dental practice affiliations and de novo office openings, revenue
and EBITDA growth will show steady improvement over the next
twelve to eighteen months. The outlook also incorporates Moody's
expectation that the company will maintain an adequate liquidity
profile.

The ratings could be upgraded if top-line and EBITDA growth
improves credit metrics and if adjusted debt to EBITDA and free
cash flow to debt are sustained below 6.0 times and above 4%,
respectively.

The ratings could be downgraded if financial leverage increases,
or if operating margins, cash flow, or liquidity deteriorate. In
addition, the ratings could be lowered if the company engages in
material debt-financed acquisitions.

Headquartered in Effingham, Illinois, Heartland Dental Care
("Heartland") is the largest dental support services business in
the United States, both by revenue and number of offices. The
company provides support staff and comprehensive business support
functions under management service agreements (MSA) to its
affiliated dental practices, organized as professional
corporations ("PCs"). Heartland is privately owned by Ontario
Teachers' Pension Plan Board ("OTPP"), and generated net revenue
of approximately $633 million for the twelve months ended
September 30, 2013.


HIGH MAINTENANCE: Plan Filing Exclusivity Extended to Jan. 6
------------------------------------------------------------
U.S. Bankruptcy Judge Richard S. Schmidt signed an agreed order
granting High Maintenance Broadcasting, LLC, an extension (i)
until Jan. 6, 2014, of its exclusive period to propose a
Chapter 11 plan, and (ii) until March 7, 2014 of the deadline to
confirm the plan.

As agreed at a mediation held on Oct. 24, 2013, the Debtors will
file a plan of reorganization in accordance with the term sheet
signed by the Debtors, the noteholders, guarantors and other
parties.

The noteholders include Robert Behar, Estrella Behar, Leibowitz
Family Broadcasting, LLC, Lermont Trading, Ltd., and Jays Four,
LLC.  The noteholders are represented by:

         Ronald A. Simank, Esq.
         SCHAUER & SIMANK, P.C.
         615 North Upper Broadway, Suite 2000
         Corpus Christi, TX 78401
         Tel: 361-884-2800
         Fax: 361-884-2822
         E-mail: rsimank@cctxlaw.com

                       About High Maintenance

High Maintenance Broadcasting, LLC, owns and operates the
television broadcasting station KUQI (Channel 38), which is
licensed in Corpus Christi, Texas.

On June 17, 2013, an involuntary petition for relief (Bankr.
S.D. Tex. Case No. 13-20270) was filed against High Maintenance by
Robert Behar, Estrella Behar, Leibowitz Family, Pedro Dupouy,
Latin Capital, Pan Atlantic Bank & Trust, Ltd., Sumit Enterprises,
LLC, Jose Rodriguez, Leon Perez, Jays Four, LLC, Benjamin J.
Jesselson, Jesselson Grandchildren, Joseph Kavana, Sawicki Family,
Shpilberg Mgmt, Saby Behar Rev, Morris Bailey pursuant to section
303 of the Bankruptcy Code.

An involuntary petition under Chapter 11 of the U.S. Bankruptcy
Code was also filed against GH Broadcasting, Inc., on July 2,
2013.  GH Broadcasting owns and operates television broadcast
stations KXPX CA and KTOV LP, which are licensed in Corpus
Christi, Texas.

On July 24, 2013, the Debtors filed responses to the involuntary
petition, in which they assented to the entry of an order for
relief.  The Court entered on July 25, 2013, consensual orders for
relief in each of the Debtors' cases.  On Aug. 1, 2013, the Court
entered an order for the joint administration of the cases.

The Debtors' counsel are Patrick J. Neligan Jr., Esq., and John D.
Gaither, Esq., at Neligan Foley LLP.


HIGHWAY TECHNOLOGIES: UST Wants Ch. 7 Trustee to Decide on Funds
----------------------------------------------------------------
Roberta DeAngelis, the United States Trustee for Region 3, wants
language remove in Highway Technologies Inc.'s proposed order
converting their Chapter 11 cases to cases under Chapter 7 of the
Bankruptcy Code.

The U.S. Trustee says the proposed language regarding the payment
of trustee commissions and the use of the carve-out funds and the
unencumbered funds is not necessary in a conversion order.  "These
issues do not need to be addressed at this juncture of the case
but should instead wait until a chapter 7 trustee is appointed so
that the matters can be considered by the chapter 7 trustee," the
U.S. Trustee avers.

As reported in the Sept. 26, 2013 edition of the TCR, Highway
Technologies sought conversion because enacting a Chapter 11 plan
is no longer feasible.  In the motion, the Debtors said that after
the conversion, the Chapter 7 trustee will have approximately
$480,000 of unencumbered cash.  With those funds, the Chapter 7
trustee will first pay the allowed 11 U.S.C. Sec. 503(b)(9) claims
and employee priority claims.  The Debtors believe that the total
of those claims will likely exceed the amount of the funds to
satisfy those claims, and those funds alone will also be
insufficient to pay valid general unsecured claims.  The Debtors,
however, believe there could be distributions to unsecured
creditors resulting from recoveries by the Chapter 7 trustee from
litigation claims but not in the immediate future.

                   About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case Nos. 13-11325 to
13-11326) on May 22, 2013, to conduct an orderly liquidation.

Richard M. Pachuiski, Esq., Debra I. Grassgreen, Esq., Bruce
Grohsgal, Esq., Maria A. Bove, Esq., and John W. Lucas, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as counsel to the
Debtors.  Kurtzman Carson Consultants LLC is the claims and notice
agent.

The prepetition lenders are represented by David M. Hilllman,
Esq., at Schulte Roth & Zabel, in New York.

The Company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.  In
its amended schedules, Highway Technologies disclosed $41,350,616
in assets and $91,780,181 in liabilities.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.
represents the Official Unsecured Creditors' Committee as counsel.
Gavin/Solmonese LLC serves as its financial advisor.

The Debtors have asked the Court to convert their cases into
Chapter 7 proceedings.

The company completed the sale of its principal assets in August
2013.


ID PERFUMES: Delays Form 10-Q for Third Quarter
-----------------------------------------------
ID Perfumes, Inc., informed the U.S. Securities and Exchange
Commission that it requires additional time to prepare and review
the quarterly report for the period ended Sept. 30, 2013.  The
Company said the delay could not be eliminated without
unreasonable effort and expense.  In accordance with Rule 12b-25
of the Securities Exchange Act of 1934, the Company will file its
Form 10-Q no later than five calendar day following the prescribed
due date.

                         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.


IGLESIA PUERTA: Section 341(a) Meeting Set on December 11
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of Iglesia Puerta
Del Cielo, Inc., will be held on Dec. 11, 2013, at  3:00 p.m. at
El Paso Suite 135.  Creditors have until March 11, 2014, to submit
their proofs of claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

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

Iglesia Puerta del Cielo, Inc., a domestic non-profit corporation
that provides religious services to third parties, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Tex. Case No. 13-31911) on Nov. 12, 2013.  The case is assigned to
Judge Christopher Mott.  Wiley F. James, III, Esq., at James &
Haugland, P.C., in El Paso, Texas, represents the Debtor.  The
Debtor estimated assets of at least $10 million and liabilities of
at least $1 million.   JAMES & HAUGLAND, P.C., serves as the
Debtor's counsel.


IN PLAY MEMBERSHIP GOLF: Amended Plan Disclosures Due Dec. 16
-------------------------------------------------------------
In Play Membership Golf, Inc., has been ordered by the bankruptcy
court to file an amended disclosure statement and, if necessary,
an amended plan on or before Dec. 16, 2013.  Any objections to the
adequacy of the amended disclosure statement are due Dec. 30,
2013.

Meanwhile, Cynthia R. Susser, president of the Peninsula at Plum
Creek Homeowner's Association, presented letters of objection from
32 homeowners in The Peninsula at Plum Creek neighborhood.  Ms.
Susser avers that the Debtor's plan to replace the golf course
with condos or homes, would significantly and negatively impact
the value of homes in the surrounding area.  Additionally, it
would require a zoning change.  The homeowners request that the
Court deny the Debtor's request to begin that process.

The Debtor's reorganization plan calls for the purchase of
Debtor's golf courses, and the golf course of Eagle Mountain Golf
Course, LLC located in Fort Worth, Texas, which are owned by
Stacey Hart, the Debtor's principal, by Oread Capital &
Development, LLC, for $14 million for the purpose of developing
residential housing and the continued operation of Deer Creek Golf
Course as a nine hole course by the Debtor after confirmation.
The purchase is subject to Bankruptcy Court approval through a
confirmed Plan which must pay all creditors in full.  Stacey A.
Hart will remain president of the Debtor and will retain his sole
ownership interest in the Debtor.  A full-text copy of the Second
Amended Disclosure Statement, dated Sept. 18, 2013, is available
for free at http://bankrupt.com/misc/INPLAYds0918.pdf

                  About In Play Membership Golf

In Play Membership Golf, Inc., doing business as Deer Creek Golf
Club and Plum Creek Golf and Country Club, filed a Chapter 11
petition (Bankr. D. Col. Case No. 13-14422) in Denver on March 22,
2013.  Jeffrey A. Weinman, Esq., at Weinman & Associates,
P.C., and Patrick D. Vellone at Allen & Vellone, P.C., represent
the Debtor in its restructuring effort.  Allen & Vellone, P.C.
serves as the Debtor's co-counsel.  The Debtor estimated assets
and liabilities of at least $10 million.


INFUSYSTEM HOLDINGS: Posts $649,000 Net Income in 3rd Quarter
-------------------------------------------------------------
Infusystem Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $649,000 on $15.74 million of net revenues for the
three months ended Sept. 30, 2013, as compared with net income of
$33,000 on $14.17 million of net revenues for the same period
during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $805,000 on $45.10 million of net revenues as compared
with a net loss of $1.71 million on $42.59 million of net revenues
for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $76.39
million in total assets, $34.77 million in total liabilities and
$41.62 million in total stockholders' equity.

"The Company continues to build revenue momentum," said Eric
Steen, chief executive officer.  "Our core IV pump rentals
business again shows strong quarter-to-quarter gains, and we have
also made significant progress on information technology
initiatives that increase electronic connectivity with our
customers.  Savings generated by lowered SG&A expenses will be
used to foster additional IT investments.  Also of note, our
expansion efforts in new product initiatives featuring Smart pumps
and post-surgical pain management continue to grow.  Our new
Houston pump service center will open this month, offering
expedited customer response and increased device utilization.  It
is also expected to save a quarter million dollars in air
shipments alone in 2014," Steen concluded.

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

                         http://is.gd/2jcv42

                      About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

Infusystem Holdings disclosed a net loss of $1.48 million in 2012
as compared with a net loss of $45.44 million in 2011.


INSPIREMD INC: Incurs $3.9 Million Net Loss in Fiscal Q1
--------------------------------------------------------
InspireMD, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.94 million on $1.55 million of revenues for the three months
ended Sept. 30, 2013, as compared with a net loss of $7.50 million
on $509,000 of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $17.68
million in total assets, $4.67 million in total liabilities and
$13 million in total equity.

At Sept. 30, 2013, cash and cash equivalents were $11.4 million, a
decrease of 22.8 percent compared to $14.8 million at June 30,
2013.  The Company's cash decreased in line with its anticipated
burn rate.

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

                        http://is.gd/iNHy0I

                          About InspireMD

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

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

InspireMD incurred a net loss of $29.25 million for the year ended
June 30, 2013, as compared with a net loss of $17.59 million
during the prior year.


JEFFERSON COUNTY: Fitch to Host Conference on Sewer Bonds Ratings
-----------------------------------------------------------------
Fitch Ratings will be hosting a conference call to discuss the
expected ratings assigned to Jefferson County, AL sewer bonds
('BB+/BB', Outlook Stable) and GO warrants ('BBB-', Outlook
Stable).

Fitch analysts Doug Scott and Larry Levitz will share their
insights on key rating drivers including:

-- The role of anticipated financing in the county's emergence
    from bankruptcy;

-- New governance structure, revenue constraints and downsized
    government operations;

-- Importance of the approved rate structure and overall rate
    pressures;

-- The very high sewer system debt position.

Dial-in details are:
-- U.S. Participant Dial-In Number: (877) 819-0869
-- Conference and Replay ID: 11639988

Replays for each of the calls will be available for 30 days and
are accessible through the following numbers:

-- Replay Dial-In Number for U.S. participants: (855) 859-2056

Final ratings are contingent upon the receipt by Fitch of executed
documents and legal opinions conforming to information already
received and reviewed; the final pricing of the warrants; and
confirmation of the county's plan of adjustment (the plan) --
including the further amended financing plan and debt structure
from this issuance -- by the bankruptcy court overseeing the case
that would allow the county to emerge from chapter 9 bankruptcy
protection by the end of the year.


JHK INVESTMENTS: Has Access to Cash Collateral Until Nov. 30
------------------------------------------------------------
Judge Alan H. W. Shiff signed a stipulation and order authorizing
JHK Investments LLC's preliminary use of cash collateral of
subject to the liens of Bay City Capital Fund V, L.P., and Bay
City Capital Fund V Co. Investment Fund L.P., through Nov. 30,
2013.

In exchange for the preliminary use of cash collateral by JHK, and
as adequate protection for Bay City's interests in the cash
collateral, Bay City is granted replacement and/or substitute
liens (subject only to the carve-out) in all postpetition assets
of JHK and proceeds of the same, excluding any bankruptcy
avoidance causes of action, and such replacement liens will have
the same validity, extend, priority that Bay City possessed as to
said liens on the Petition Date.

A further hearing on the Debtor's request to use cash collateral
is slated for Dec. 3, 2013 at 10:00 a.m.

                       About JHK Investments

JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, 2012,
estimating under $100 million in assets and more than $10 million
in liabilities.  James Berman, Esq., Lawrence S. Grossman, Esq.,
Craig I. Lifland, Esq., and Aaron Romney, Esq., at Zeisler &
Zeisler, P.C., represent the Debtor.

Westport, Connecticut-based JHK is an investment company founded
by the former senior management team of United States Surgical
Corporation.  Founded by Leon C. Hirsch in 1963, USSC became a
global medical device manufacturer with sales exceeding
$1.2 billion and employing $4,000 Connecticut residents.  The
Debtor disclosed $38,690,639 in assets and $32,127,278 in
liabilities as of the Chapter 11 filing.

Following the success of USSC, Mr. Hirsch and two other senior
USSC executives created JHK in order to produce and develop new
markets and penetrate established markets throughout the world for
high-tech medical devices.  JHK owns equity in several start-up
medical subsidiaries.  The start-ups include Interventional
Therapies, LLC, Auditory Licensing Company, LLC, Biowave
Corporation, Gorham Enterprises, LLC, and American Bicycle Group,
LLC.

Bay City claims to be owed $31 million for funding provided to the
Debtor since January 2011.  The principals at JHK -- Mr. Hirsch,
Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's
obligations, pledged the property in Wilton, Connecticut to secure
obligations under the guaranty, and pledged all equity interests
of JHK.

In March 2012, Eleuthera, in its capacity as administrative agent
for Bay City, declared an event of default as a result of the
passage of the maturity date and the failure to pay the entire
amount outstanding.  On Aug. 28, 2012, Bay City and Eleuthera
purported to exercise the pledge agreements insofar as they
purported to register the Principals' interest in JHK in the name
of Eleuthera, as nominee for Bay City, and purported to reserve
their right to exercise voting rights in JHK.


KB TOYS: Claim Buyer Can't Escape Section 502(d) Disallowance
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that if the seller of a claim received a preference, the
buyer of the claim isn't entitled to a distribution under Section
502(d) of the Bankruptcy Code, according to a Nov. 15 decision
from the U.S. Court of Appeals for the Third Circuit in
Philadelphia.

According to the report, the Third Circuit disagreed with a 2007
opinion by U.S. District Judge Shira Scheindlin in New York in the
Chapter 11 case of Enron Corp.

Writing for the Philadelphia appeals court, U.S. Circuit Judge
Patty Shwartz focused on the statutory language "any claim of any
entity" to say that the law focuses on claims, not claimants, in
meaning that Section 502(d) disallows claims "no matter who holds
them."

She said disallowing the claim in the hands of a buyer is
consistent with the legislative history and an appeals court case
from 1902 under Section 57(g) of the former Bankruptcy Act.

Judge Scheindlin had said disallowance is a "personal disability
of particular claimants and not an attribute of a claim."

Judge Shwartz also rejected the claim buyer's reliance on Section
550(b) and the contention that it was a good-faith purchaser.  She
said that section wasn't applicable because the purchaser didn't
buy property of the estate.

The case is In re KB Toys Inc., 13-1197, U.S. Court of Appeals for
the Third Circuit (Philadelphia).

                           About KB Toys

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com/-- operated a chain of retail toy stores.

On Jan. 14, 2004, the Debtor and 69 of its affiliates filed for
protection under Chapter 11 of the Bankruptcy Code, which were
administratively consolidated under Case No. 04-10120.  Two of the
200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of
Massachusetts Inc.  In connection with the emergence of KB Toys
from bankruptcy in August 2005, and the subsequent organizational
restructuring, the assets and operations of many of these prior
debtors were transferred among then existing debtor entities and
consolidated with KB Toys Group.  Furthermore, most of the
entities involved were either dissolved or were merged into
surviving entities, and several of them changed their names.

The company, together with eight of its affiliates, again filed
for Chapter 11 on December 11, 2008 (Bankr. D. Del. Lead Case No.
08-13269).  Joel A. Waite, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Wilmer Cutler
Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting
Inc. as financial and restructuring advisor, and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.

KB disclosed assets of $241 million against debt totaling $362
million in its Chapter 11 petition filed.  The debts include $143
million in unsecured claims; and $200 million in secured claims,
including $95.1 million owed to first-lien creditors where General
Electric Capital Corp. serves as agent; and $95 million owed to
second-lien creditors.

The Hon. Kevin Carey of the U.S. Bankruptcy Court for the District
of Delaware allowed KB Toys Inc. to start going-out-of-business
sales promptly after the Chapter 11 filing.


KEEN EQUITIES: Section 341(a) Meeting Scheduled for Dec. 20
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Keen Equities,
LLC, will be held on Dec. 20, 2013, at 1:00 p.m. at Room 2579,
271-C Cadman Plaza East, Brooklyn, NY.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

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

Keen Equities, LLC, filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 13-46782) on Nov. 12, 2013.  The petition was signed by
Y.C. Rubin as manager.  The Debtor disclosed total assets of $15.1
million and total liabilities of $6.84 million.  Judge Nancy
Hershey Lord presides over the case.  GOLDBERG WEPRIN FINKEL
GOLDSTEIN LLP serves as the Debtor's counsel.


LANDAUER HEALTHCARE: Plan Outline Hearing Moved to Dec. 9
---------------------------------------------------------
Landauer Healthcare Holdings, Inc. and its debtor-affiliates will
seek approval of the disclosure statement explaining the terms of
their proposed Joint Plan of Reorganization at a hearing slated
for Dec. 9, 2013, at 1:00 p.m.

The disclosure statement hearing was slated for Nov. 14, 2013,
before it was postponed by the Debtor.

Passaic Healthcare Services, LLC, d/b/a Allcare Medical, filed a
limited objection, saying the Disclosure Statement falsely
represents that Allcare improperly solicited and hired away the
Debtors' senior employees and somehow irreparably harmed the
Debtors' business and was a primary cause of the Debtors' need to
seek bankruptcy protection.  The claims against Allcare allegedly
represent a potential recovery to the estate but Allcare believes
such claims are speculative at best.

Allcare Medical is represented by:

         Gary D. Bressler, Esq.
         David P. Primack, Esq.
         McELROY, DEUTSCH, MULVANEY & CARPENTER, LLP
         300 Delaware Avenue, Suite 770 Wilmington, DE 19801
         Telephone: (302) 300-4515
         Facsimile: (302) 654-4031

              - and -

         Louis A. Modugno, Esq.
         McELROY, DEUTSCH, MULVANEY & CARPENTER, LLP
         1300 Mount Kemble Avenue, P.O. Box 2075
         Morristown, NJ 07962-2075
         Telephone: (973) 993-8100
         Facsimile: (973) 425-0161

                           The Plan

As reported in the Oct. 22, 2013 edition of the TCR, the Debtors
believe that after extensive, good faith negotiations among the
Debtors, their secured lender, Herbard, Ltd., and the Official
Committee of Unsecured Creditors, they have proposed a plan that
they believe is fair and equitable, maximizes the value of the
debtors' estates and provides the best recovery to holders of
allowed claims.  The Plan is also premised on the terms of the
settlement between the Creditors' Committee, LMI DME Holdings LLC
and Quadrant Management, Inc., affiliates of the secured lender,
which provides for the creation of a trust for the sole benefit of
holders of general unsecured claims and if the plan is confirmed,
holders of allowed convenience class claims and to which the
secured lender carved out from its collateral certain assets to be
contributed thereto.

                    About Landauer Healthcare

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

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

Landauer disclosed $2,978,495 in assets and $53,636,751 in
liabilities as of the Chapter 11 filing.

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

The Debtor has filed a Chapter 11 restructuring plan that would
transfer ownership of the home medical supply company to Quadrant
Management Inc., whose $22 million bid for the company went
unchallenged.

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


LANDAUER HEALTHCARE: Lease Decision Deadline Extended to March 14
-----------------------------------------------------------------
Landauer Healthcare Holdings, Inc. and its debtor-affiliates
sought and obtained a 90-day extension until March 14, 2013, of
the deadline to assume or reject all unexpired leases of non-
residential real property not previously sought to be rejected by
the Debtors.

                    About Landauer Healthcare

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

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

Landauer disclosed $2,978,495 in assets and $53,636,751 in
liabilities as of the Chapter 11 filing.

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

The Debtor has filed a Chapter 11 restructuring plan that would
transfer ownership of the home medical supply company to Quadrant
Management Inc., whose $22 million bid for the company went
unchallenged.

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


LAURENTIAN ENERGY: Moody's Affirms 'Ba2' Rating on $44.8MM Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 rating on
Laurentian Energy Authority I, LLC's (LEA) $44.8 million in
outstanding cogeneration revenue bonds series 2005A and 2005B.
Concurrent with this rating action Moody's has revised the outlook
to stable from negative.

Rating action principally reflects the approval by the Minnesota
Public Utilities Commission (MPUC) of a modification to the power
purchase agreement (PPA) between LEA and its utility off taker,
Northern States Power Company (NSP: A3, RUR-Up), which
meaningfully reduces fuel price volatility and stabilizes future
cash flow for LEA.

Summary Rating Rationale:

The Ba2 rating reflects relatively predictable revenue stream
provided under a long-term PPA with NSP that extends for five
years beyond the debt maturity; the existence of take-or-pay Steam
Sales Agreements (SSAs) with two Minnesota public utilities; above
average liquidity for municipal infrastructure financings; and the
relative importance of biomass generation and steam generation for
NSP and the host municipalities, respectively. The rating also
considers the Biomass Mandate which provides legislative support
for the project which was fortified by the project and utility
off-taker being able to amend PPA terms in a manner that seeks to
preserve the project's viability.

The rating is tempered by a substantially above market, energy-
only PPA, the loss of which would result in meaningful cash-flow
reduction; historically weak financial metrics; the lack of rate
covenants; short-term biomass fuel supply contracts with suppliers
of unknown credit quality; and likely use of existing liquidity
during the term of the debt.

Outlook:

The stable outlook reflects MPUC approval of the PPA amendment,
which stabilizes annual cash flow at the project and Moody's
expectation that the project will continue achieving biomass
content thresholds as prescribed under the terms of the PPA.

What Could Make the Rating Go - UP:

The rating could face upward rating momentum should the project's
cash flow improvement materialize resulting in consistent DSCRs
that are above 1.2x.

What Could Maket the Rating Go - DOWN:

The rating could face downward pressure if the project materially
draws on its existing liquidity; or if the project faces penalties
for failing to meet biomass component of at least 75%. Operational
challenges that result in lower than committed energy production
and subsequent revenue reduction received by the authority could
also result in negative rating pressure.

Strengths:

-- Long-term off-take agreement with investment grade off-taker
    extending five years beyond debt maturity

-- Above average liquidity for municipal infrastructure
    financings

-- Willingness of member utilities to absorb certain project
    operating costs

-- Regulatory importance to the off-taker

-- Importance of project to steam off-takers

-- Demonstrated history of meeting biomass content under the PPA

Weaknesses:

-- Weak financial performance with debt service coverage at or
    below 1.0x

-- Substantially above market price for power and energy-only PPA

-- Weak financial position of member-owner utilities

-- Relatively short operating history as biomass generating unit

-- Potential for future environmental challenges

-- Lack of a rate covenant with no distribution test

-- Punitive penalty regime under the PPA

-- Biomass fuel supply risk


LIBERATOR INC: Incurs $26,900 Net Loss in Fiscal Q1
---------------------------------------------------
Liberator, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $26,942 on $3.34 million of net sales for the three months
ended Sept. 30, 2013, as compared with net income of $6,479 on
$3.21 million of net sales for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2013, showed $3.10
million in total assets, $4.68 million in total liabilities and a
$1.57 million total stockholders' deficit.

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

                        http://is.gd/LozhGH

                        About Liberator Inc.

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

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

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

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


LIC CROWN MEZZ BORROWER: Cash Use Has Final Approval
----------------------------------------------------
Judge Martin Glenn on Nov. 5 approved on a final basis the motion
of the LIC Crown Mezz Borrower LLC and its two affiliates to use
cash collateral.  The order provides that neither the mortgage
collateral nor mezzanine collateral will include avoidance actions
or proceeds thereof.

                   About LIC Crown Mezz Borrower

LIC Crown Mezz Borrower LLC and its two affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Case No. 13-13304) on Oct. 10, 2013.  The Debtors' Chief
Restructuring Officer is Steven A. Carlson.

The Debtors are represented by Klestadt & Winters, LLP, and
Gerstein Strauss & Rinaldi LLP.  The Mezzanine Lender is
represented by attorneys at Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C., in New York; and Greenberg Traurig, LLP, in New
York.  Mortgage lender U.S. Bank National Association is
represented by attorneys at Weil, Gotshal & Manges LLP, in New
York.


LIFE CARE: Patient Seeks Appointment of Ombudsman
-------------------------------------------------
Donna J. Cook, a patient, has filed a motion with the U.S.
Bankruptcy Court seeking the appointment of a Patient Care
Ombudsman in the Chapter 11 case of Life Care St. Johns, Inc.

The Bankruptcy Court previously issued an order stating that
appointment of a patient care ombudsman was not necessary.  As a
result, the Debtor has been allowed to self-report by filing
monthly reports which were to include "all complaints, if any,
made by patients, residents, the families of patients or
residents, or referring physicians [. . .] regarding patient care
rendered by the Debtor."

According to Ms. Cook, the Debtor has, to date, failed to report
the numerous complaints made by Patient, her family, and/or her
representatives regarding her involuntary displacement from the
Debtor's facility by the Debtor.  The Patient was forced to move
to a separate facility, two hours away from her husband, due to
the Debtor's actions or lack of action.  Upon information or
belief, none of the Patient's complaints have been reported to
this Court.

Hearing on the request is set for Dec. 4, 2013 at 10:30 a.m. in
300 North Hogan Street, 4th Floor - Courtroom 4D, Jacksonville, FL
32202.

Attorney for the Patient can be reached at:

         Ryan Williams, Esq.
         Andrew Jackson, Esq.
         1301 Plantation Island Drive, Suite 304
         St. Augustine, FL 32080
         Tel: (904) 823-3333
         Fax: (904) 823-3526
         E-mail: ajackson@jacksonlawgroup.com
                 rwilliams@jacksonlawgroup.com

                    About Life Care St. Johns

Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 13-04158) on July 3, 2013.  The Debtor is the
owner and operator of a continuing care retirement community known
as Glenmoor consisting of 144 independent living units located on
a 40-acre site in St. Johns County, Florida.

Judge Jerry A. Funk presides over the case.  Richard R. Thames,
Esq., and Eric N. McKay, Esq., at Stutsman Thames & Markey, P.A.,
serves as the Debtor's counsel.  Navigant Capital Advisors, LLC,
acts as the Debtor's financial advisor.  American Legal Claim
Services, LLC, serves as claims and noticing agent.

The Committee of Creditors Holding Unsecured Claims appointed in
the bankruptcy case of Life Care St. Johns, Inc., is represented
by Akerman Senterfitt's David E. Otero, Esq., and Christian P.
George, Esq., in Jacksonville, Florida.

Bruce Jones signed the petition as CEO.  The Debtor estimated
assets of at least $10 million and debts of at least $50 million.


LIME ENERGY: Inks Tentative Settlement with Satterfield
-------------------------------------------------------
A court hearing was held on Nov. 12. 2013, regarding the matter of
Satterfield v. Lime Energy Co. et al., during which the parties to
the matter informed the court that they have reached a tentative
settlement but have not yet exchanged draft settlement papers.
The Court ordered that the Plaintiffs submit a motion for
preliminary approval of the settlement on Jan. 14, 2014, and set a
hearing on the motion for Jan. 28, 2014.  Terms of the tentative
settlement were not disclosed, however, the Company believes that
any settlement will be covered by insurance.  Any settlement of
the mater is contingent upon Lime Energy Co. and the plaintiffs
agreeing to a definitive settlement agreement and to court
approval.  There can be no assurance that these conditions will be
satisfied as contemplated by the tentative settlement.

                         About Lime Energy

Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals.  The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation.  The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.

The Company's balance sheet at June 30, 2013, showed $32.64
million in total assets, $31.68 million in total liabilities and
$952,000 in total stockholders' equity.

Lime Energy disclosed in regulatory filings in July 2013, it is in
discussions with PNC Bank about entering into a forbearance
agreement in which they would agree not to accelerate a loan for a
period of time while the Company attempts to correct the gas flow
issue and sell its landfill-gas facility.  The bank is considering
the Company's request.


LIQUIDMETAL TECHNOLOGIES: Inks Investment Pact with Kingsbrook
--------------------------------------------------------------
Liquidmetal Technologies, Inc., entered into a Common Stock
Purchase Agreement with Kingsbrook Opportunities Master Fund LP,
Tech Opportunities LLC, and Iroquois Master Fund Ltd. on Nov. 8,
2013.  The Purchase Agreement provides that each of the Investors
has committed to purchase such Investor's pro rata portion of up
to $20,000,000 worth of the Company's common stock, $0.001 par
value, over the 36-month term of the Purchase Agreement.

In consideration for the Investors' execution and delivery of the
Purchase Agreement, on the Closing Date, the Company delivered
irrevocable instructions to its transfer agent to issue to each
Investor, not later than 4:00 p.m. (New York City time) on the
second trading day immediately following the Closing Date,
certificates representing such Investor's pro rata portion of
2,666,667 shares of common stock.

From time to time over the term of the Purchase Agreement,
commencing on the trading day immediately following the date on
which the initial registration statement is declared effective by
the Securities and Exchange Commission, the Company may, in its
sole discretion, provide each of the Investors with draw down
notices to purchase a specified dollar amount of Shares over a
five consecutive trading day period commencing on the trading day
specified in the applicable Draw Down Notice, with each draw down
subject to the limitations.  The maximum amount of Shares
requested to be purchased pursuant to any single Draw Down Notice
cannot exceed a dollar amount equal to the lesser of (i) 300
percent of the average trading volume of the Company's common
stock during the ten (10) trading days immediately preceding the
date the applicable Draw Down Notice is delivered multiplied by
the lower of (A) the closing trade price of the Company's common
stock on the trading day immediately preceding the Applicable Draw
Down Exercise Date and (B) the average of the closing trade prices
of the Company's common stock for the three trading days
immediately preceding the Applicable Draw Down Exercise Date, and
(ii) a specified dollar amount set forth in the Purchase Agreement
based on the Reference Price as of the Applicable Draw Down
Exercise Date.

Once presented with a Draw Down Notice, each of the Investors is
required to purchase such Investor's pro rata portion of the
applicable Draw Down Amount on each trading day during the
applicable Pricing Period on which the daily volume weighted
average price for the Company's common stock equals or exceeds an
applicable floor price equal to the product of (i) 0.775 and (ii)
the Reference Price, subject to adjustment, provided that in no
event shall the Floor Price be less than $0.03875.  If the VWAP
falls below the applicable Floor Price on any trading day during
the applicable Pricing Period, the Purchase Agreement provides
that the Investors will not be required to purchase their pro rata
portions of the applicable Draw Down Amount allocated to that
trading day.  The per share purchase price for the Shares subject
to a Draw Down Notice will be equal to 90.0 percent of the lowest
daily VWAP that equals or exceeds the applicable Floor Price
during the applicable Pricing Period. Each purchase pursuant to a
draw down shall reduce, on a dollar-for-dollar basis, the Total
Commitment under the Purchase Agreement.

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

                         http://is.gd/D3VgXI

                    About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

Liquidmetal incurred a net loss of $14.02 in 2012, as compared
with net income of $6.15 million in 2011.  As of June 30, 2013,
the Company had $6.06 million in total assets, $4.62 million in
total liabilities and $1.44 million in total shareholders' equity.

SingerLewak LLP, in Los Angeles, 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 suffered recurring losses from operations and
has an accumulated deficit, which raises substantial doubt about
the Company's ability to continue as a going concern.


LMI AEROSPACE: Moody's Cuts CFR & First Lien Debt Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service has downgraded ratings of LMI Aerospace,
Inc. including the Corporate Family Rating to B2 from B1. Business
integration risks and expectation of weaker credit metrics across
2014 than what was envisioned when the rating was assigned in
January 2013 drove the downgrade.

Ratings Downgraded:

  Corporate Family, to B2 from B1

  $125 million first lien revolver due 2017, to B2, LGD3, 49%,
  from B1, LGD3, 31%

  $225 first lien term loan due 2018, to B2, LGD3, 49%, from B1,
  LGD3, 31%

Ratings Affirmed:

  Speculative Grade Liquidity, SGL-3

  Probability of Default, B2-PD

Rating Outlook:

  Continued at Stable

Ratings Rationale:

The Corporate Family Rating of B2 reflects credit metrics that are
on par with the rating and significant execution challenges from
the pending integration of Valent Aerostructures, LLC., which was
acquired on December 28, 2012. Moody's expects debt to EBITDA of
slightly below 6x in 2013 with potential for gradual improvement
in 2014 as an elevated period of capital spending ends and free
cash flow generation returns. On November 4, LMI announced that
the former managers of Valent stepped down and the company's long-
standing CFO took on the role of President of Valent Operations.
With the acquisition of Valent, LMI's revenue base increased about
44% and the company added 8 locations. The managerial
discontinuity as the integration unfolds raises operational risks,
in part because LMI's legacy business has encountered demand
headwinds of its own. During the first 9 months of 2013, LMI's
legacy Engineering Services segment reported an organic revenue
decline of 30% year over year. Valent's 2013 revenues to date have
been materially below expectation as well. Notwithstanding that
the Aerostructures segment experienced 24% organic revenue growth
year-over-year, the company's total EBITDA margin is meaningfully
below Moody's expectation. Beyond the changed revenue mix which
has affected margin, weaker absorption of overhead costs and some
unexpected impairment charges also contributed. The company's
earnings in 2014 will likely be well below what was initially
expected when the acquisition occurred and book debt rose by 14%.
While LMI's recent announcement to close its Forth Worth, Texas
machining facility should reduce fixed overhead expense, the
Valent integration plan envisioned a fuller extent of facility
consolidation.

The rating outlook is stable as a favorable commercial aircraft
build rate and likelihood of free cash flow generation in 2014
should help LMI to moderate its elevated financial leverage.
Backlog has risen 25% over the first 9 months of 2013. Moody's
anticipates that the company's quarterly capital expenditures will
decline to about $4 million by Q2-2014 from about $7 million in
2013.

The Speculative Grade Liquidity rating of SGL-3, denoting an
adequate profile, has been affirmed. Near-term scheduled debt
amortizations are only about $2 million while free cash flow
generation should return in 2014. Although the company's revolving
credit facility is of a good size versus the revenue base, LMI has
come to depend on the revolver in 2013. Financial ratio
maintenance covenants (including maximum debt to EBITDA) could
experience diminishing cushion as test thresholds tighten over the
second half of 2014, a tempering consideration.

With the CFR downgrade the company's Probability of Default rating
was affirmed at B2-PD because the expected family-level recovery
rate, of estimated liability claims in a default scenario, was re-
set to Moody's customarily assumed rate of 50% from 65%. A greater
degree of non bank-debt claims in the company's liabilities drove
this recovery revision, pursuant to Moody's Loss Given Default
Rating Methodology.

Ratings would be downgraded with expectation of debt/EBITDA
maintaining at or above 6x, low or no free cash flow generation
for 2014, or a weakened liquidity profile. Ratings could be
upgraded with expectation of debt/EBITDA closer to 4x, free cash
flow to debt in the double digit percentage range, and a good
liquidity profile. An expectation of continuity and appropriate
breadth within the management team, in light of the company's
enlarged size since the Valent acquisition, would accompany an
upgrade.

LMI Aerospace, Inc., headquartered in St. Charles, Mo., is a
provider of design engineering services and supplier of structural
assemblies, kits, and components to aerospace and defense markets.
On December 28, 2012, LMI completed the acquisition of Valent
Aerostructures, LLC (Valent) for roughly $246 million, including
assumed debt. LMI's revenues for the nine months ended September
30, 2013 were $316 million.


LONGVIEW POWER: Contractors Don't Oppose New Loan
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Longview Power LLC reached a cease-fire with
contractors over a $150 million loan, opening a path toward the
reorganization of the owner of a 700-megawatt coal-fired power
plant in Maidsville, West Virginia.

According to the report, the company resorted to Chapter 11 as the
result of "design, construction and equipment defects" in the
plant, which began operations in December 2011. The company and
the contractors have been pointing the finger of blame at one
another.

The contractors are Kvaerner North America Construction Inc.,
Foster Wheeler North America Corp. and Siemens Energy Inc.

The contractors decided not to oppose approval of the new loan,
although it will have a lien that comes ahead of their mechanics'
liens. The contractors are still demanding they be given other
liens to make up for the debt now ahead of them.

Longview said it would be forced to halt operations by year-end
without the new loan, which comes up for approval at a Nov. 21
hearing.

Longview and the contractors agreed to proceed with an arbitration
that had been automatically halted with the filing of the Chapter
11 petition. The arbitration may determine which of the
contractors have valid claims and which don't.

The arbitration won't address a disputed $59 million letter of
credit originally posted by Foster Wheeler. Longview needed the
new loan because it was stymied in attempts at using the letter of
credit as the basis for financing.

Longview filed a reorganization plan and explanatory disclosure
statement last week that would reduce debt by more than $1 billion
by giving holders of a $1.04 billion credit facility 85 percent to
90 percent of the new stock. The new loan would remain in place
after emergence from Chapter 11.

Holders of 60 percent of the pre-bankruptcy secured credit
facility will provide the loan.

The lenders who make the loan will receive 10 percent of the stock
when Longview emerges from Chapter 11. If the funded portion of
the loan exceeds $100 million, the fee can rise as high as 15
percent.

All existing secured lenders can participate in making the new
loan. In return for agreeing to make any part of the loan not
taken by other lenders, the so-called backstop group will receive
a 3 percent cash fee.

The plan is based on the idea of eliminating $360 million in
mechanics' liens or having the court rule the contractors' debt
comes behind secured claims. The plan calls for paying the claims
if they are valid.

There is about $5 million remaining in unsecured debt owing to
trade suppliers.

There will be a hearing on Dec. 18 for approval of the disclosure
statement explaining the plan. The agreement with the backstop
parties requires emerging from bankruptcy by March 7.  Longview is
planning on a Feb. 10 confirmation hearing for approval of the
plan.

Along with Longview, affiliate Mepco Holdings LLC is in
bankruptcy. Where Longview owns the plant, Mepco owns four coal
mines in West Virginia.

                     About Longview Power LLC

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

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

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


MAUI LAND: Incurs $1.5 Million Net Loss in Third Quarter
--------------------------------------------------------
Maui Land & Pineapple Company, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $1.56 million on $2.83 million of
total operating revenues for the three months ended Sept. 30,
2013, as compared with a net loss of $1.61 million on $3.62
million of total operating revenues for the same period last year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $2.54 million on $9.29 million of total operating
revenues as compared with a net loss of $2.89 million on $12.38
million of total operating revenues for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2013, showed $56.66
million in total assets, $92.62 million in total liabilities and a
$35.95 million total stockholders' deficiency.

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

                        http://is.gd/E6D5lI

                   About Maui Land & Pineapple Co.

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate.  The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.

Maui Land incurred a net loss of $4.60 million in 2012, as
compared with net income of $5.07 million in 2011.

Deloitte & Touche LLP, in Honolulu, Hawaii, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring negative cash
flows from operations and deficiency in stockholders' equity which
raise substantial doubt about the Company's ability to continue as
a going concern.


MF GLOBAL: Final Court Approval Given for Consent Judgment
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Commodity Futures Trading Commission said
that a federal district judge signed a consent order on Nov. 18
where the trustee liquidating MF Global Inc., the defunct
brokerage, avoided what otherwise would have been regulatory
enforcement action.

According to the report, approved in September by the bankruptcy
judge, the consent order arises from the $1.6 billion shortfall of
property that should have been segregated for MF Global customers.
The shortage precluded a sale and initiated bankruptcies for the
MF Global brokerage and the parent holding company.

The consent judgment in substance is an affirmation that James
Giddens, the MF Global brokerage trustee, will fully pay some $1.2
billion in customer claims. This month the bankruptcy court
authorized Giddens to pay remaining customer claims in full by the
year's end.

In addition, the consent order gives the CFTC a $100 million civil
penalty. The penalty won't harm recoveries by creditors because it
is subordinated and will be paid only if all creditors are paid in
full.

The consent decree might have gone through sooner were it not for
concern that it could prejudice rights of insurance companies. Not
harming insurers was crucial because the recovery by non-customer
creditors depends in part on the outcome of lawsuits where there
may be insurance coverage. Had insurance companies been harmed,
they might have been relieved of liability on the policies.

                         About MF Global

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

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

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

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

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

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

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

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MICROVISION INC: Incurs $3.6 Million Net Loss in Third Quarter
--------------------------------------------------------------
MicroVision, Inc., reported a net loss of $3.66 million on
$964,000 of total revenue for the three months ended Sept. 30,
2013, as compared with a net loss of $3.84 million on $2.61
million of total revenue for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss of $10.75 million on $4.63 million of total revenue as
compared with a net loss of $18.61 million on $5.63 million of
total revenue for the same period a year ago.

As of Sept. 30, 2013, the Company had $12.01 million in total
assets, $12.20 million in total liabilities and a $190,000 total
shareholders' deficit.

As of Sept. 30, 2013, backlog was $3.2 million and cash and cash
equivalents were $8.3 million.

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

                        http://is.gd/VRC6CS

                          About Microvision

Headquartered in Redmond, Washington, MicroVision, Inc. (NASDAQ:
MVIS) is the creator of PicoP(R) display technology, an ultra-
miniature laser projection solution for mobile consumer
electronics, automotive head-up displays and other applications.

The Company reported a net loss of $7.09 million on $3.67 million
of total revenue for the six months ended June 30, 2013, compared
with a net loss of $14.77 million on $3.03 million of total
revenue for the corresponding period of 2012.


MILESTONE SCIENTIFIC: Posts $218,500 Net Income in Third Quarter
----------------------------------------------------------------
Milestone Scientific Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $218,523 on $2.44 million of product sales for the
three months ended Sept. 30, 2013, as compared with net income of
$15,150 on $2.12 million of product sales for the same period last
year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $443,277 on $7.21 million of product sales as compared
with a net loss of $504,571 on $6.37 million of product sales for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed
$6.34 million in total assets, $2.55 million in total liabilities
and $3.79 million in total stockholders' equity.

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

                        http://is.gd/tM1aHJ

                     About Milestone Scientific

Livingston, N.J.-based Milestone Scientific Inc. is engaged in
pioneering proprietary, innovative, computer-controlled injection
technologies and solutions for the medical and dental markets.

As reported in the TCR on March 22, 2013, Holtz Rubenstein
Reminick LLP, in New York, N.Y., expressed substantial doubt about
Milestone Scientific's ability to continue as a going concern,
citing the Company's recurring losses from operations since
inception.

Milestone Scientific incurred a net loss applicable to common
stockholders of $870,306 on $8.64 million of net product sales for
the year ended Dec. 31, 2012, as compared with a net loss
applicable to common stockholders of $1.48 million on $8.37
million of net product sales during the prior year.


MISSION NEW ENERGY: SLW Beneficially Owns 42.6-Mil. Shares
----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, SLW International, LLC, and Stephen L. Way
disclosed that as of Oct. 10, 2013, they beneficially owned
42,636,763 ordinary shares of Mission NewEnergy Limited
representing 80.06 percent of the shares outstanding.  SLW
previously reported beneficial ownership of 55,127,081 ordinary
shares as of April 17, 2013.

SLWI may be deemed to beneficially own an aggregate of 42,636,763
ordinary shares, $0.00 par value, consisting of

   (i) 152,195 ordinary shares owned directly by SLWI,

   (ii) 100,000 ordinary shares owned by Stephen L. Way, as the
sole member and sole manager of SLWI, in his IRA account with sole
power to vote,

  (iii) 42,274,223 Ordinary Shares that would be issuable to SLWI
upon conversion of 97,631 of the company's A$65 face-value Series
3 Convertible Notes, which have a conversion ratio of one note to
four hundred and thirty-three Ordinary Shares, resulting in a
conversion price of A$0.15 per share (the "Series 3 Notes"), and

   (iv) 110,345 Ordinary Shares that would be issuable to Mr. Way
upon exercise of the outstanding warrants owned by him (each
giving the right to subscribe for one Ordinary Share), with an
exercise price of A$15.00 (the "Warrants").

A copy of the regulatory filing is available for free at
http://is.gd/XUkUSY

                       About Mission NewEnergy

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

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

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

Mission NewEnergy posted net profit of A$10.05 million on A$8.41
million of total revenue for the year ended June 30, 2013, as
compared with a net loss of A$6.19 million on A$38.20 million of
total revenue during the prior fiscal year.  The Company's balance
sheet at June 30, 2013, showed A$20.10 million in total assets,
A$32.60 million in total liabilities and a A$12.50 million total
deficiency.

BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company incurred operating cash outflows
of $3.7 million during the year ended 30 June 2013 and, as of that
date the consolidated entity's total liability exceeded its total
assets by $12.5 million.  These conditions, along with other
matters, raise substantial doubt the Company's ability to continue
as a going concern.


MISSION NEW ENERGY: Eastwood Trust Beneficially Owns 21.1MM Shares
------------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Eastwood Trust disclosed that as of Oct. 10,
2013, it beneficially owned 21,136,895 ordinary shares of Mission
NewEnergy Limited representing 66 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/IlsCm8

                       About Mission NewEnergy

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

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

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

Mission NewEnergy disclosed net profit of A$10.05 million on
A$8.41 million of total revenue for the year ended June 30, 2013,
as compared with a net loss of A$6.19 million on A$38.20 million
of total revenue during the prior fiscal year.

The Company's balance sheet at June 30, 2013, showed A$20.10
million in total assets, A$32.60 million in total liabilities and
a A$12.50 million total deficiency.

BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company incurred operating cash outflows
of $3.7 million during the year ended 30 June 2013 and, as of that
date the consolidated entity's total liability exceeded its total
assets by $12.5 million.  These conditions, along with other
matters, raise substantial doubt the Company's ability to continue
as a going concern.


MITEL NETWORKS: S&P Revises Outlook to Positive & Affirms 'B' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Ottawa-based premise and cloud-based unified communications
solutions provider Mitel Networks Corp. to positive from stable.
At the same time, Standard & Poor's affirmed its 'B' long-term
corporate credit rating on Mitel.

"The outlook revision follows Mitel's announcement that it plans
to acquire Aastra Technologies Ltd. in a primarily stock-funded
transaction," said Standard & Poor's credit analyst David Fisher.
"We believe the acquisition will strengthen Mitel's credit metrics
and significantly improve its scale, geographic reach, and the
breadth of its product offerings; however, the company will remain
much smaller than its larger competitors," Mr. Fisher added.
These competitors include, most notably, Cisco Systems Inc., Avaya
Inc., and increasingly Microsoft Corp.

S&P will assess its issue-level and recovery ratings on Mitel's
debt -- which S&P understands will be refinanced in conjunction
with the acquisition -- once it has additional details on the
proposed financing.

The ratings on Mitel reflect S&P's assessment of the company's
"vulnerable" business risk profile, "aggressive" financial risk
profile, and "adequate" liquidity position (as S&P's criteria
define the terms).

S&P views Mitel's business risk profile as vulnerable based on the
company's history of volatile operating results; still-small scale
relative to its larger competitors; and the inherent riskiness of
the communications products industry in which it operates.  The
industry is characterized by cyclicality and rapid technological
change that is causing heightened competitive intensity.  These
risks are somewhat offset, in S&P's opinion, by a still-healthy
market position in the small and midsize business segments and
medium enterprise Internet protocol telephony market.

The positive outlook reflects S&P's expectation that Mitel's
credit measures and competitive position will improve as a result
of the largely equity-financed acquisition.  S&P could raise the
rating if Mitel maintains adjusted pro forma debt-to-EBITDA below
4x in 2014 and there is evidence that acquisition-related
synergies are likely to drive adjusted debt-to-EBITDA below 3.5x
in 2015 and beyond.

S&P could revise the outlook back to stable if the company fails
to close the acquisition as proposed; experiences greater-than-
expected integration challenges; revenue erosion (on a pro forma
basis) accelerates above historical levels; or the competitive
environment becomes significantly more challenging.  In S&P's
view, these issues would make it difficult for Mitel to sustain
credit measures commensurate with a higher rating.  S&P could also
revise the outlook to stable if management pursues debt-funded
acquisitions that increase leverage.


MMODAL INC: S&P Lowers CCR to 'B-' on Continued Revenue Decline
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Franklin, Tenn.-based MModal Inc. to 'B-' from
'B'.  The outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's $520 million senior secured facilities, which consist of
a $75 million revolving credit facility due 2017 and a
$445 million term loan due 2019, to 'B' from 'B+'.  The recovery
rating remains '2', indicating S&P's expectation for substantial
(70% to 90%) recovery in the event of payment default.

S&P also lowered its issue-level rating on the company's
$250 million unsecured notes due 2020 to 'CCC' from 'CCC+'.  The
recovery rating remains '6', indicating S&P's expectation for
negligible (0% to 10%) recovery in the event of payment default.

"The downgrade to 'B-' reflects our view that deteriorating
revenue from MModal's base business could lead to further
tightening of its covenant calculation over the next 12 months,"
said Standard & Poor's credit analyst David Tsui.

The company amended its existing credit agreement on May 15, 2013,
to reset the net leverage coverage threshold to provide additional
headroom beginning in the quarter ended March 31, 2013.  As part
of the amendment, the sponsor provided equity infusion of
$20 million to pay down the revolver and term loan on a pro rata
basis.  The company's credit agreement allows for up to five
equity cures during the life of the senior secured loan, and two
during the four-quarter period.

The negative outlook reflects S&P's expectations of continued
revenue pressure from customers' adoption of EHR and front-end
speech-to-text products.  S&P could lower the rating if the
revenue decline accelerates, or competitive pressures cause a
substantial deterioration in EBITDA margins, leading to negative
free operating cash flow generation, or if S&P believes the
company may violate its covenant requirement over the next 12
months.

S&P would revise its outlook to stable if revenue headwinds from
its transcription business subside, or if the new product
transition takes hold such that the company could stem its revenue
and profitability decline, leading to debt to EBITDA sustained at
or below the low-7x area and covenant cushions sustained above
10%.

The Franklin, Tennessee-based company was acquired in August 2012
by JPMorgan Chase & Co. in a $1.057 billion transaction, according
to data compiled by Bloomberg.


MOTORCAR PARTS: Reports $2.2 Million Net Income in Sept. 30 Qtr.
----------------------------------------------------------------
Motorcar Parts of America, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $2.16 million on $66.17 million of net
sales for the three months ended Sept. 30, 2013, as compared with
a net loss of $8.93 million on $57.65 million of net sales for the
same period last year.

For the six months ended Sept. 30, 2013, the Company reported net
income of $103.14 million on $116.41 million of net sales as
compared with a net loss of $18.79 million on $104.45 million of
net sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $289.50
million in total assets, $189.63 million in total liabilities and
$99.87 million in total shareholders' equity.

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

                        http://is.gd/v4a8j5

                    Amends Registration Statements

The Company amended its registration statement relating to the
potential resale from time to time by Wellington Trust Company,
National Association Multiple Common Trust Funds Trust, Micro Cap
Equity Portfolio, Prescott Group Aggressive Small Cap Master Fund
G.P., Nantahala Capital Partners II, Limited Partnership, et al.,
of some or all of 1,941,975 shares of the Company's common stock.
The registration of the securities covered by this prospectus does
not necessarily mean that any of the securities will be offered or
sold by the selling securityholders.  The Company will receive no
proceeds from any resale of the shares of common stock, but the
Company has agreed to pay certain registration expenses.  The
Company's common stock is traded on the Nasdaq Global Market under
the symbol "MPAA."  On Nov. 11, 2013, the closing price of the
Company's common stock was $13.21 per share.  A copy of the
Amended Form S-1 is available for free at http://is.gd/OcqTQt

The Company separately filed an amended registration satement
relating to the potential resale from time to time by Wanxiang
American Corporation of some or all of 516,129 shares of the
Company's common stock, $0.01 par value per share which underlie
common stock warrants pursuant to the Warrant to Purchase common
stock, dated Aug. 22, 2012, issued by the Company to the selling
securityholder.  The registration of the securities covered by
this prospectus does not necessarily mean that any of the
securities will be offered or sold by the selling securityholder.
The Company will receive no proceeds from any resale of the shares
of common stock, but the Company has agreed to pay certain
registration expenses.  A copy of the Form S1/A is available for
free at http://is.gd/rofrZp

                        About Motorcar Parts

Torrance, California-based Motorcar Parts of America, Inc.
(Nasdaq: MPAA) is a remanufacturer of alternators and starters
utilized in imported and domestic passenger vehicles, light trucks
and heavy duty applications.  Motorcar Parts of America's products
are sold to automotive retail outlets and the professional repair
market throughout the United States and Canada, with
remanufacturing facilities located in California, Mexico and
Malaysia, and administrative offices located in California,
Tennessee, Mexico, Singapore and Malaysia.

The Company reported a net loss of $91.5 million on $406.3 million
of sales in fiscal 2013, compared to a net loss of $48.5 million
on $363.7 million of sales in fiscal 2012.

Ernst & Young LLP, in Los Angeles, California, noted that the
Company's wholly owned subsidiary Fenwick Automotive Products
Limited has recurring operating losses since the date of
acquisition and has a working capital and an equity deficiency.
"In addition, Fenco has not complied with certain covenants of its
loan agreements with its bank.  These conditions relating to Fenco
coupled with the significance of Fenco to the Consolidated
Companies, raise substantial doubt about the Consolidated
Companies' ability to continue as a going concern."


MOUNTAIN PROVINCE: To Raise C$25MM From Private Placement
---------------------------------------------------------
Mountain Province Diamonds Inc. is undertaking a non-brokered
private placement to raise approximately C$25 million through the
placement of common shares at a price of C$5 per share.  The
Company's major shareholder, Bottin (International) Investments
Ltd. (controlled by Dermot Desmond), has advised that they will be
subscribing for common shares under the private placement.

The proceeds of the private placement will be used to support the
Company's share of initial capital expenditures at the Gahcho Kue
project, the 2014 Tuzo Deep drill program and for general
corporate purposes.

The private placement is expected to close on or before Nov. 22,
2013, and is subject to regulatory approval.

Mountain Province Diamonds is a 49% participant with De Beers
Canada in the Gahcho Ku‚ JV located at Kennady Lake in Canada's
Northwest Territories. The Gahcho Ku‚ Project consists of a
cluster of four diamondiferous kimberlites, three of which have a
probable mineral reserve of 31.3 million tonnes grading 1.57
carats per tonne for total diamond content of 49 million carats.

                  About Mountain Province Diamonds

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49 percent interest in the Gahcho Kue
Project.

Mountain Province disclosed a net loss of C$3.33 million for the
year ended Dec. 31, 2012, a net loss of C$11.53 million in 2011,
and a net loss of C$14.53 million in 2010.  The Company's balance
sheet at June 30, 2013, showed C$86.19 million in total assets,
C$9.77 million in total liabilities and C$76.41 million in total
shareholders' equity.

"The Company's primary mineral asset is in the exploration and
evaluation stage and, as a result, the Company has no source of
revenues.  In each of the years December 31, 2012, 2011 and 2010,
the Company incurred losses, and had negative cash flows from
operating activities, and will be required to obtain additional
sources of financing to complete its business plans going into the
future.  Although the Company had working capital of $46,653,539
at December 31, 2012, including $47,693,693 of cash and cash
equivalents and short-term investments, the Company has
insufficient capital to finance its operations and the Company's
costs of the Gahcho Kue Project (Note 7) over the next 12 months.
The Company is currently investigating various sources of
additional funding to increase the cash balances required for
ongoing operations over the foreseeable future.  These additional
sources include, but are not limited to, share offerings, private
placements, credit and debt facilities, as well as the exercise of
outstanding options.  However, there is no certainty that the
Company will be able to obtain financing from any of those
sources.  These conditions indicate the existence of a material
uncertainty that results in substantial doubt as to the Company's
ability to continue as a going concern," according to the
Company's annual report for the period ended Dec. 31, 2012.


MUSCLEPHARM CORP: Amends Report on License Pact Termination
-----------------------------------------------------------
MusclePharm Corporation amended its current report on Form 8-K as
initially filed with the U.S. Securities and Exchange Commission
on Nov. 7, 2013.  The purpose of the Amendment is to correct and
clarify the timing of the transactions discussed in the Original
Report.

MusclePharm Corporation sent to MusclePharm Sportswear LLC a
Notice of Intent to Terminate pursuant to the MusclePharm
Sportswear License Agreement dated June 2011, due to a material
breach by MPS, thereby initiating a 30-day cure period during
which time MPS may cure the material breach of the Agreement.  If
MPS fails, refuses or is unable for any reason to cure such breach
during the Cure Period, the Company may terminate the Agreement
upon three days written notice to MPS.  Accordingly, if MPS fails
to cure such breach during the Cure period, and the Company
terminates the Agreement, the Company WIll no longer have any
affiliation with MPS and its principle owner, Drew Ciccarelli.
The Company will demand that, within 30 days from the date of
termination of the Agreement, MPS dissolve its company and stop
using the name "MusclePharm" and/or "MusclePharm Sportswear LLC"
in any manner or any fashion.

                          About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at June 30, 2013, showed $23.25 million in total
assets, $10.64 million in total liabilities and $12.61 million in
total stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


NET TALK.COM: Incurs $884,800 Net Loss in Third Quarter
-------------------------------------------------------
Net Talk.com, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
and comprehensive loss of $884,879 on $1.49 million of net
revenues for the three months ended Sept. 30, 2013, as compared
with a net loss and comprehensive loss of $2.04 million on $1.53
million of net revenues for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss and comprehensive loss of $3.74 million on $4.41 million
of net revenues as compared with a net loss and comprehensive loss
of $12.55 million on $4.09 million of net revenues for the same
peirod last year.

The Company's balance sheet at Sept. 30, 2013, showed $4.73
million in total assets, $25.87 million in total liabilities, $5
million in redeemable preferred stock, and a $26.14 million total
stockholders' deficit.

                   Going Concern/Bankruptcy Warning

"The presentation of financial statements in accordance with GAAP
contemplates that operations will be sustained for a reasonable
period.  However, we have incurred operating losses of $884,879
and $3,740,984 during the three and nine months ended September
30, 2013, and operating losses of $2,041,541 and $12,553,836
during the three and nine months ended September 30, 2012,
respectively.  The company is also highly leveraged with
$16,068,911 in senior debentures, $1,070,087 in demand notes,
$500,000 in 5% Secured Convertible Promissory Notes and $1,400,000
in mortgage debt.  In addition, during the nine months ended
September 30, 2013 and 2012, we used cash of $1,634,097 and
$3,741,980, respectively, in support of our operations. As more
fully discussed in Note 5, we have material redemption
requirements associated with our senior debentures and demand
notes, due during the year ended December 31, 2013.  Since our
inception, we have been substantially dependent upon funds raised
through the sale of preferred stock and warrants to sustain our
operating and investing activities.  These are conditions that
raise substantial doubts about our ability to continue as a going
concern for a reasonable period."

"We have never sustained profits and our losses could continue.
Without sufficient additional capital to repay our indebtedness,
we may be required to significantly scale back our operations,
significantly reduce our headcount, seek protection under the
provisions of the U.S. Bankruptcy Code, and/or discontinue many of
our activities which could negatively affect our business and
prospects," the Company said in the Quarterly Report.

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

                        http://is.gd/EqI3rU

                        About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

Net Talk.com incurred a net loss of $14.71 million on $5.79
million of total revenue for the year ended Dec. 31, 2012, as
compared with a net loss of $26.17 million on $2.72 million of
total revenue for the year ended Sept. 30, 2011.


NIRVANIX INC: Sec. 341 Creditors' Meeting Set for Nov. 19
---------------------------------------------------------
The U.S. Trustee for Region 3 continued a meeting of creditors
pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of Nirvanix,
Inc. on Nov. 19, 2012, at 1:00 p.m.  The meeting was to be held at
J. Caleb Boggs Federal Building, 844 King St., Room 5209,
Wilmington, Delaware.

Cloud storage company Nirvanix, Inc., based in San Diego,
California, sought protection under Chapter 11 of the Bankruptcy
Code on Oct. 1, 2013 (Case No. 13-12595, Bankr. D.Del.).  The case
is assigned to Judge Brendan Linehan Shannon.

The Debtor is represented by Norman L. Pernick, Esq., Marion M.
Quirk, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, PA.  Cooley LLP serves as the Debtor's
special corporate counsel.  Arch & Beam Global LLC serves as the
Debtor's financial advisor.  Epiq Systems Inc. is the Debtor's
claims and noticing agent.

The Debtor disclosed estimated assets of $10 million to $50
million and estimated debts of $10 million to $50 million.

The petition was signed by Debra Chrapaty, CEO.


NIRVANIX INC: U.S. Trustee Appoints 3-Member Creditors Panel
------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
three members to the official committee of unsecured creditors in
the Chapter 11 cases of Nirvanix, Inc.

The Creditors Committee members are:

      1. By Appointment Only, Inc.
         Attn: Greg Hunt
         100 Brickstone Square, Suite 501
         Andover, MA 01810
         Tel: 978-763-7500
         Fax: 978-763-7520

      2. Independent Consulting Services
         Attn: Carlos Soares
         120 West Bellevue Ave.
         San Mateo, CA 94402
         Tel: 650-281-8707

      3. Rebit, Inc.
         Attn: Cheryl Szydlo
         2420 Trade Centre Ave.
         Longmont, CO 80503
         Tel: 720-204-2238
         Fax: 303-776-6188

                      About Nirvanix, Inc.

Cloud storage company Nirvanix, Inc., based in San Diego,
California, sought protection under Chapter 11 of the Bankruptcy
Code on Oct. 1, 2013 (Case No. 13-12595, Bankr. D.Del.).  The case
is assigned to Judge Brendan Linehan Shannon.

The Debtor is represented by Norman L. Pernick, Esq., Marion M.
Quirk, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, PA.  Cooley LLP serves as the Debtor's
special corporate counsel.  Arch & Beam Global LLC serves as the
Debtor's financial advisor.  Epiq Systems Inc. is the Debtor's
claims and noticing agent.

The Debtor disclosed estimated assets of $10 million to $50
million and estimated debts of $10 million to $50 million.

The petition was signed by Debra Chrapaty, CEO.


NIRVANIX INC: Can Employ Epiq Bankruptcy as Administrative Advisor
------------------------------------------------------------------
Nirvanix, Inc. sought and obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Epiq
Bankruptcy Solutions, LLC as administrative advisor, nunc pro tunc
to Oct. 1, 2013, to provide, among other things, these bankruptcy
administrative services:

   (a) assist with, among other things, solicitation, balloting
       and tabulation and calculation of votes, as well as
       preparing any appropriate reports, as required in
       furtherance of confirmation of plans of reorganization;

   (b) generate an official ballot certification and testify, if
       necessary, in support of the ballot tabulation results;

   (c) gather data in conjunction with the preparation, and assist
       with the preparation, of the Debtor's schedules of assets
       and liabilities and statements of financial affairs;

Epiq Bankruptcy will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Epiq Bankruptcy will receive a retainer in the amount of $10,000
that may be held by Epiq Bankruptcy as security for the Company's
payment obligations under the Agreement.

Todd W. Wuertz, director of Consulting Services of Epiq
Bankruptcy, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.

                       About Nirvanix, Inc.

Cloud storage company Nirvanix, Inc., based in San Diego,
California, sought protection under Chapter 11 of the Bankruptcy
Code on Oct. 1, 2013 (Case No. 13-12595, Bankr. D.Del.).  The case
is assigned to Judge Brendan Linehan Shannon.

The Debtor is represented by Norman L. Pernick, Esq., Marion M.
Quirk, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, PA.  Cooley LLP serves as the Debtor's
special corporate counsel.  Arch & Beam Global LLC serves as the
Debtor's financial advisor.  Epiq Systems Inc. is the Debtor's
claims and noticing agent.

The Debtor disclosed estimated assets of $10 million to $50
million and estimated debts of $10 million to $50 million.

The petition was signed by Debra Chrapaty, CEO.


NIRVANIX INC: Arch & Beam Approved as Financial Advisor
-------------------------------------------------------
Nirvanix, Inc. sought and obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Arch &
Beam Global, LLC as financial advisor, nunc pro tunc to Oct. 1,
2013.

The Debtor needs Arch & Beam to:

   (a) assist in the development of the Debtor's Chapter 11 wind-
       down plan;

   (b) assist with the preparation of necessary schedules, budgets
       and court related reporting;

   (c) analyze various wind-down scenarios and potential impact of
       these scenarios on the recoveries of those stakeholders
       impacted by the wind-down of the Debtor's operations;

Arch & Beam will be paid at these hourly rates:

       Managing Directors            $375
       Directors                     $325
       Associates                  $175-$250
       Staff and Admin Services     $75-$100

Arch & Beam will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Prior to the petition date, Arch & Beam received a retainer from
the Debtor in the amount of $100,000 from which $41,831.57 was
drawn for the payment of Arch & Beam's prepetition fees and
expenses.

Matthew English, managing director of Arch & Beam, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

                      About Nirvanix, Inc.

Cloud storage company Nirvanix, Inc., based in San Diego,
California, sought protection under Chapter 11 of the Bankruptcy
Code on Oct. 1, 2013 (Case No. 13-12595, Bankr. D.Del.).  The case
is assigned to Judge Brendan Linehan Shannon.

The Debtor is represented by Norman L. Pernick, Esq., Marion M.
Quirk, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, PA.  Cooley LLP serves as the Debtor's
special corporate counsel.  Arch & Beam Global LLC serves as the
Debtor's financial advisor.  Epiq Systems Inc. is the Debtor's
claims and noticing agent.

The Debtor disclosed estimated assets of $10 million to $50
million and estimated debts of $10 million to $50 million.

The petition was signed by Debra Chrapaty, CEO.


NNN 123: Files Schedules of Assets and Liabilities
--------------------------------------------------
NNN 123 North Wacker, LLC filed with the Bankruptcy Court its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $7,400,000
  B. Personal Property            $6,000,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,105,135
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $13,910
                                 -----------      -----------
        TOTAL                    $13,400,000      $11,119,045

A full text copy of the company's SAL is available free at:

           http://bankrupt.com/misc/NNN_123_sal.pdf

NNN 123 North Wacker, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 13-39210) on Oct. 4, 2013 in Chicago,
represented by Andrea Johnson Frost, Esq., at Kaye Scholer LLC, as
counsel.  The Debtor estimated $10 million to $50 million in
assets and $100 million to $500 million in liabilities.

Another entity, NNN 123 North Wacker Member LLC, sought
Chapter 11 protection (Case No. 13-39240) on the same day.


OCONEE REGIONAL: S&P Lowers Revenue Debt Rating to 'B'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Baldwin
County Hospital Authority, Ga.'s revenue debt, issued for Oconee
Regional Medical Center, one notch to 'B' from 'B+'.  The outlook
is negative.

The downgrade reflects Standard & Poor's opinion of the hospital's
persistent and increasing operating losses, leading to, what
Standard & Poor's considers, thin maximum annual debt service
coverage.  The rating service believes operating losses will
likely soon begin to erode the hospital's unrestricted reserves,
which, to date, have been stable because of rising investment
markets and limited capital spending.

The negative outlook reflects Standard & Poor's expectation that
operational pressure will likely persist that could impede the
hospital's ability to make timely debt service payments.

"We are concerned operational losses will likely continue; as
such, the hospital's capacity to make debt service payments will
likely become increasingly limited should operational performance
not turn around," said Standard & Poor's credit analyst Margaret
McNamara.  "We could lower the rating again if large operating
losses were to continue, if the balance sheet were to deteriorate,
or if the hospital were to fail to obtain a waiver for any
covenant violations.  We, however, could revise the outlook to
stable if the hospital were to generate maximum annual debt
service coverage consistently in excess of 1.2x and if we believe
this were sustainable."

Standard & Poor's understands the hospital expects to violate its
debt service coverage covenant under the master trust indenture
for fiscal 2013.  Coverage was 0.04x compared with a covenant of
1.2x.  The rating service notes the hospital violated the debt
service coverage covenant in fiscal 2011; it understands the
hospital was unable to maintain a waiver from bondholders during
that time.

A gross revenue pledge of the hospital secures the bonds.


OLD SECOND: Files Form 10-Q, Posts $71.6MM Net Income in Q3
-----------------------------------------------------------
Old Second Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income available to common stockholders of $71.60 million on
$17.72 million of total interest and dividend income for the three
months ended Sept. 30, 2013, as compared with a net loss available
to common stockholders of $1.13 million on $18.33 million of total
interest and dividend income for the same period last year.

For the nine months ended Sept. 30, 2013, the Company reported net
income available to common stockholders of $77.95 million on
$52.14 million of total interest and dividend income as compared
with a net loss available to common stockholders of $5.31 million
on $57.51 million of total interest and dividend income for the
same period last year.

The Company's balance sheet at Sept. 30, 2013, showed
$2.03 billion in total assets, $1.89 billion in total liabilities
and $142.03 million in total stockholders' equity.

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

                        http://is.gd/32L2CN

                         About Old Second

Old Second Bancorp, Inc., is a financial services company with its
main headquarters located in Aurora, Illinois.  The Company is the
holding company of Old Second National Bank, a national banking
organization headquartered in Aurora, Illinois and provides
commercial and retail banking services, as well as a full
complement of trust and wealth management services.  The Company
has offices located in Cook, Kane, Kendall, DeKalb, DuPage,
LaSalle and Will counties in Illinois.

Old Second reported a net loss available to common stockholders of
$5.05 million in 2012 as compared with a net loss available to
common stockholders of $11.22 million in 2011.


OSAGE EXPLORATION: Incurs $199,000 Net Loss in Third Quarter
------------------------------------------------------------
Osage Exploration and Development, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $198,812 on $3.66 million of total
operating revenues for the three months ended Sept. 30, 2013, as
compared with net income of $250,976 on $1.85 million of total
operating revenues for the same period last year.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss of $241,535 on $8.47 million of total operating revenues
as compared with net income of $93,518 on $4.57 million of total
operating revenues for the same peirod a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $33.38
million in total assets, $25.29 million in total liabilities and
$8.08 million in total stockholders' equity.

                         Bankruptcy Warning

"The Company's operating plans require additional funds which may
take the form of debt or equity financings.  The Company's ability
to continue as a going concern is in substantial doubt and is
dependent upon achieving profitable operations and obtaining
additional financing.  There is no assurance additional funds will
be available on acceptable terms or at all.  In the event we are
unable to continue as a going concern, we may elect or be required
to seek protection from our creditors by filing a voluntary
petition in bankruptcy or may be subject to an involuntary
petition in bankruptcy.  To date, management has not considered
this alternative, nor does management view it as a likely
occurrence," the Company said in the Report.

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

                        http://is.gd/6uEgMi

                      About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

Goldman, Kurland and Mohidin 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 suffered recurring losses from
operations and has an accumulated deficit as of Dec. 31, 2011.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.


OVERSEAS SHIPHOLDING: Sues Proskauer for Tax Malpractice
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Overseas Shipholding Group Inc., one of the world's
largest publicly owned transporters of crude oil and petroleum
products, filed a malpractice suit on Nov. 18 against its former
outside law firm, Proskauer Rose LLP.

According to the report, the company contended that faulty tax
advice led to a restatement of earnings and allowed the Internal
Revenue Service to make a claim for $463 million. Proskauer said
the losses were the result of OSG's "own bad business decisions,"
Wendy L. Bernero, a spokeswoman for the firm, said in an e-mailed
statement.

OSG filed for bankruptcy reorganization in November 2012 with the
largest fleet of Jones Act tankers, the only vessels permitted to
operate between U.S. ports. Bankruptcy came soon after the
disclosure of tax problems undercut the accuracy of financial
statements.

According to the complaint, Proskauer's faulty tax advice
unwittingly made OSG "obligated to pay hundreds of millions of
dollars of otherwise completely avoidable U.S. income taxes."  The
suit was filed in bankruptcy court, where OSG is seeking a jury
trial to determine the amount of damages and whether the firm
committed legal malpractice.

OSG said the fault lay in improper wording of a credit agreement
that caused borrowings to become taxable distributions from an
affiliate. On the firm's advice, OSG said, it hadn't disclosed the
tax issues to its board or the public.

The lawsuit "actually stems from transactions in which Proskauer
had no involvement," Bernero said, calling the complaint an
exercise in "revisionist history."

OSG's $300 million in 8.125 percent senior unsecured notes due
2018 last traded on Nov. 15 for 96.5 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority. The notes fetched as
little as 18.75 cents on the day of bankruptcy.

OSG's stock has retained value given the market's perception of
the value of the U.S. fleet. Trading at $1.13 on the day of
bankruptcy, OSG's stock fell to about 60 cents, before beginning
to rise in March, reaching a post-bankruptcy peak of $5.03 on Nov.
11. The stock rose a half cent on Nov. 18 to $4.715 in over-the-
counter trading.

           About Overseas Shipholding Group, Inc.

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PACIFIC RUBIALES: S&P Rates New Unsecured Notes Up to $1.3BB 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured debt rating to Pacific Rubiales Energy Corp.'s
(BB+/Stable/--) notes for up to $1.3 billion due 2019.  The notes
will benefit from the unconditional and irrevocable guarantee by
the company's main subsidiaries, Pacific Rubiales Holdings, Meta,
Pacific Stratus International Energy Ltd., Pacific Stratus Energy
Colombia Corp., Pacific Stratus Energy S.A., Pacific Guatemala
Energy Corp., Pacific Off Shore Peru S.R.L., Pacific Rubiales
Guatemala S.A., and PRE-PSIE Cooperatief U.A.  The company will
use the proceeds of the notes to partly fund Petrominerales'
acquisition.

On Oct. 1, 2013, S&P affirmed its 'BB+' ratings on Pacific
Rubiales following the announcement of the Petrominerales
acquisition.  The rating on the notes is based on S&P's corporate
credit rating on Pacific Rubiales.  The rating on Pacific Rubiales
reflects is "fair" business risk profile given the company's
smaller scale compared with its investment-grade peers and its
revenue concentration in Rubiales and Piriri blocks, whose
concessions expire in 2016.  However, the company has been
diversifying its current portfolio and increasing its
production and total proved plus probable reserves.  The
Petrominerales' acquisition would help to increase Pacific
Rubiales' current production and proved reserves by 15% and 30%,
respectively.

The rating also reflects Pacific Rubiales' "intermediate"
financial risk profile.  Although its debt will increase, with pro
forma debt to EBITDA expected at about 1.5x at the end of 2013,
S&P expects it to improve to less than 1.2x in 2014 under its base
case, mostly as a result of the increased production and lower
operating costs.  The company's liquidity is currently "adequate."
However, S&P could revise it back to "strong" after the completion
of the issuance.

The rating on the proposed senior unsecured notes is also based on
S&P's expectation that the ratio of priority liabilities to total
assets will remain below 15%, allowing for no structural
subordination
of the notes.

RATINGS LIST

Pacific Rubiales Energy Corp.
  Corporate credit rating            BB+/Stable/--

Rating Assigned

Pacific Rubiales Energy Corp.
  $1.3 bil sr unsecd nts due 2019    BB+


PANACHE BEVERAGE: Amends Loan Agreement with Consilium
------------------------------------------------------
Panache Beverage, Inc., on Sept. 4, 2013, entered into a First
Amendment to the Amended and Restated Loan Agreement with
Consilium Corporate Recovery Master Fund, Ltd.  The Company, its
affiliates and subsidiaries had entered into previous loan
transactions with Consilium, dated Dec. 21, 2012, and May 9, 2013,
respectively, under which the Company and its affiliates borrowed
an aggregate of $7,500,000, secured by certain assets and common
stock.  Pursuant to the First Amendment, the Company, its
affiliates and subsidiaries reconfirmed the facts with respect to
the Previous Loans and reconfirmed that the obligations under the
Previous Loans are in full force and effect.

Under the Previous Loans, Panache Distillery, LLC, a subsidiary of
the Company, granted the Lender a security interest in the real
and personal property constituting the distillery recently
purchased by Panache Distillery, LLC.  In order to effectuate the
closing of that transaction, under the First Amendment Lender
agreed not to record its security interest in the Distillery
Property but reserved the right to do so in the event that there
is an uncured default under the Previous Loans or in the event it
deems itself insecure.  In addition, the First Amendment provides
that in the event that the assets encumbered by Lender's security
interest in the Distillery Property are intended to be sold,
Lender must consent to that sale and the net proceeds must be used
to repay the Previous Loans.  The First Amendment also provided
for a cross default provision relating to the first mortgage
encumbering the Distillery Property.

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

                        http://is.gd/snxqHt

                       About Panache Beverage

New York-based Panache Beverage, Inc., specializes in the
strategic development and aggressive early growth of spirits
brands establishing its assets as viable and attractive
acquisition candidates for the major global spirits companies.
Panache builds its brands as individual acquisition candidates
while continuing to develop its pipeline of new brands into the
Panache portfolio.

The Company's balance sheet at March 31, 2013, showed $2.7 million
in total assets, $6.0 million in total liabilities, and a
stockholders' deficit of $3.3 million.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its audit of the Company's financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has negative working capital, and
has incurred losses from operations.


PHYSIOTHERAPY HOLDINGS: Plan & Disclosures Hearing Set for Dec. 17
------------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware entered an order scheduling the hearing to consider
confirmation of Physiotherapy Holdings, Inc., et al.'s Plan of
Reorganization and the adequacy of the disclosure statement
explaining its Plan for Dec. 17, 2013, at 1:30 p.m. (prevailing
Eastern time).

Objections to the Disclosure Statement or confirmation of the Plan
must be served so as to be actually received by Dec. 12, 2013.
The Debtors are required to reply to the objections by Dec. 16.

As previously reported by The Troubled Company Reporter, the
Chapter 11 Plan, which was negotiated by the Debtors with their
bridge loan lenders, senior Noteholders and shareholders prior to
the Petition Date, provides for the refinancing of the bridge loan
the senior noteholders receiving 100% of the new common equity in
exchange for debt.

                   About Physiotherapy Holdings

Physiotherapy Holdings, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code on Nov. 12, 2013 (Bankr.
D.Del. Case No. 13-12965).  The Debtors are the largest pure-play
provider of outpatient physical therapy services in the United
States with a national footprint of 581 outpatient rehabilitation
and orthotics & prosthetics clinics located in 29 states plus the
District of Columbia.

The Debtor is represented by Domenic E. Pacitti, Esq., and Michael
W. Yurkewicz, Esq., at KLEHR HARRISON HARVEY BRANZBURG, LLP, in
Wilmington, Delaware; Morton Branzburg, Esq., at KLEHR HARRISON
HARVEY BRANZBURG LLP, in Philadelphia, Pennsylvania; and Jonathan
S. Henes, P.C., Esq., Nicole L. Greenblatt, Esq., and David S.
Meyer, Esq., at KIRKLAND & ELLIS LLP, in New York.

The Ad Hoc Committee of Senior Noteholders is represented by
Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee,
Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

U.S. Bank, National Association, as Bridge Loan Agent, is
represented by Stacey Rosenberg, Esq., at Latham & Watkins LLP, in
Los Angeles, California.

The Bank of New York Mellon Trust Company, N.A., as Senior Notes
Indenture Trustee, is represented by Eric A. Schaffer, Esq., at
Reed Smith, in Pittsburgh, Pennsylvania.

The Consenting Shareholders are represented by Michael J. Sage,
Esq., Matthew L. Larrabee, Esq., and Nicole B. Herther-Spiro,
Esq., at Dechert LLP, in New York.


PHYSIOTHERAPY HOLDINGS: Has Interim OK to Use Cash Collateral
-------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware gave Physiotherapy Holdings, Inc., et al., interim
authority to use the cash collateral securing their prepetition
indebtedness from U.S. Bank National Association, as
administrative and collateral agent for a consortium of lenders.

The Cash Collateral would be used to fund and support, among other
obligations, (i) working capital requirements; (ii) general
corporate purposes; and (iii) the costs and expenses of
administering the Chapter 11 cases.

As adequate protection, U.S. Bank will be granted replacement
liens upon and security interests in all of the Debtors' property.
To the extent that the Replacement Liens are insufficient
protection against the diminution in value of their interests in
the Prepetition Collateral, the Agent will be granted an allowed
superpriority administrative expense claim.  The Replacement Liens
will be senior to all other liens and will be junior and
subordinate only to (i) the Carve-out and (ii) the Permitted
Liens.

The Carve-Out means (i) all unpaid fees required to be paid to the
Clerk of the Court and to the U.S. Trustee; (ii) fees and expenses
of up to $25,000 incurred by a trustee under Section 726(b) of the
Bankruptcy Code; (iii) all reasonable fees and expenses of
professionals employed by the Debtors incurred at any time before
the delivery of a carve-out trigger notice; (iv) all reasonable
fees and expenses of professionals retained by any committee that
are incurred prior to the delivery of a carve-out trigger notice;
and (v) all fees incurred by professionals employed by the Debtors
and any committee not exceeding $100,000 incurred on or after the
delivery of the trigger date.

The final hearing on the request is scheduled for Dec. 6, 2013, at
2:00 p.m. (prevailing Eastern time).  Objections are due Dec. 2.

A full-text copy of the Interim Cash Collateral Order with Budget
is available for free at:

     http://bankrupt.com/misc/PHYSIOTHERAPYcashcolord1114.pdf

                   About Physiotherapy Holdings

Physiotherapy Holdings, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code on Nov. 12, 2013 (Bankr.
D.Del. Case No. 13-12965).  The Debtors are the largest pure-play
provider of outpatient physical therapy services in the United
States with a national footprint of 581 outpatient rehabilitation
and orthotics & prosthetics clinics located in 29 states plus the
District of Columbia.

The Debtor is represented by Domenic E. Pacitti, Esq., and Michael
W. Yurkewicz, Esq., at KLEHR HARRISON HARVEY BRANZBURG, LLP, in
Wilmington, Delaware; Morton Branzburg, Esq., at KLEHR HARRISON
HARVEY BRANZBURG LLP, in Philadelphia, Pennsylvania; and Jonathan
S. Henes, P.C., Esq., Nicole L. Greenblatt, Esq., and David S.
Meyer, Esq., at KIRKLAND & ELLIS LLP, in New York.

The Ad Hoc Committee of Senior Noteholders is represented by
Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee,
Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

U.S. Bank, National Association, as Bridge Loan Agent, is
represented by Stacey Rosenberg, Esq., at Latham & Watkins LLP, in
Los Angeles, California.

The Bank of New York Mellon Trust Company, N.A., as Senior Notes
Indenture Trustee, is represented by Eric A. Schaffer, Esq., at
Reed Smith, in Pittsburgh, Pennsylvania.

The Consenting Shareholders are represented by Michael J. Sage,
Esq., Matthew L. Larrabee, Esq., and Nicole B. Herther-Spiro,
Esq., at Dechert LLP, in New York.


PHYSIOTHERAPY HOLDINGS: Can Employ Kurtzman as Claims Agent
-----------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized Physiotherapy Holdings, Inc., et al., to
employ Kurtzman Carson Consultants LLC as claims and noticing
agent.

The firm will be paid the following hourly rates:

   Clerical Services                         $28 to $42
   Project Specialist                        $56 to $98
   Technology/Programming Consultant         $70 to $140
   Consultant                                $87 to $140
   Senior Consultant                        $157 to $192
   Director                                         $195

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

                   About Physiotherapy Holdings

Physiotherapy Holdings, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code on Nov. 12, 2013 (Bankr.
D.Del. Case No. 13-12965).  The Debtors are the largest pure-play
provider of outpatient physical therapy services in the United
States with a national footprint of 581 outpatient rehabilitation
and orthotics & prosthetics clinics located in 29 states plus the
District of Columbia.

The Debtor is represented by Domenic E. Pacitti, Esq., and Michael
W. Yurkewicz, Esq., at KLEHR HARRISON HARVEY BRANZBURG, LLP, in
Wilmington, Delaware; Morton Branzburg, Esq., at KLEHR HARRISON
HARVEY BRANZBURG LLP, in Philadelphia, Pennsylvania; and Jonathan
S. Henes, P.C., Esq., Nicole L. Greenblatt, Esq., and David S.
Meyer, Esq., at KIRKLAND & ELLIS LLP, in New York.

The Ad Hoc Committee of Senior Noteholders is represented by
Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee,
Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

U.S. Bank, National Association, as Bridge Loan Agent, is
represented by Stacey Rosenberg, Esq., at Latham & Watkins LLP, in
Los Angeles, California.

The Bank of New York Mellon Trust Company, N.A., as Senior Notes
Indenture Trustee, is represented by Eric A. Schaffer, Esq., at
Reed Smith, in Pittsburgh, Pennsylvania.

The Consenting Shareholders are represented by Michael J. Sage,
Esq., Matthew L. Larrabee, Esq., and Nicole B. Herther-Spiro,
Esq., at Dechert LLP, in New York.


PLANADI BIOTECHNOLOGY: Repays $103,500 of Convertible Debenture
---------------------------------------------------------------
Plandai Biotechnology, Inc., on Nov. 11, 2013, repaid a $103,500
convertible debenture which was originally issued on May 22, 2013,
to Asher Enterprises, Inc.  The note bore interest at the rate of
8 percent per annum and was convertible into common stock at
discount of 42 percent off the current price per share commencing
Nov. 18, 2013.  The convertible debenture was repaid from the
partial proceeds of a new, non-convertible promissory note for
$250,000 which is due Nov. 1, 2014, and which bears interest at
the rate of six percent per annum.

On Sept. 23, 2013, the company issued a total of 33,333 shares of
restricted common stock to an unrelated third party in exchange
for cash totaling $10,000.  The shares were issued under Rule 144
of the Securities Act of 1933, as Amended.

                           About Plandai

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

Plandai incurred a net loss of $2.96 million on $359,143 of
revenues for the year ended June 30, 2013, as compared with a net
loss of $3.83 million on $74,452 of revenues during the prior
fiscal year.

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

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


POSITIVEID CORP: Amends Pref. Stock Certificate of Designation
--------------------------------------------------------------
PositiveID Corporation filed an Amended and Restated Certificate
of Designation of Series I Preferred Stock.  The Amended
Certificate of Designation was filed to clarify and revise the
mechanics of conversion and certain conversion rights of the
holders of Series I Preferred Stock.  No other rights were
modified or amended in the Amended Certificate of Designation.
A copy of the amended Certificate of Designations is available for
free at http://is.gd/u9BdBR

                         About PositiveID

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

PositiveID incurred a net loss of $7.99 million on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$16.48 million on $0 of revenue for the year ended Dec. 31, 2011.
The Company's balance sheet at June 30, 2013, showed $2.10 million
in total assets, $7.18 million in total liabilities and a $5.08
million total stockholders' deficit.

EisnerAmper 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
at Dec. 31, 2012, the Company has a working capital deficiency and
an accumulated deficit.  Additionally, the Company has incurred
operating losses since its inception and expects operating losses
to continue during 2013.  These conditions raise substantial doubt
about its ability to continue as a going concern.


POWERTEAM SERVICES: S&P Assigns 'B' Corp. Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Raleigh, N.C.-based PowerTeam Services LLC.  The
outlook is stable.

At the same time, S&P assigned 'B' issue-level ratings and '3'
recovery ratings to the company's $60 million revolving credit
facility, $400 million first-lien term loan, and $50 million
delayed-draw term loan.  The '3' recovery rating indicates S&P's
expectation that lenders would receive meaningful (50%-70%)
recovery in the event of a payment default.  S&P also assigned a
'CCC+' issue-level rating and a '6' recovery rating to the
company's $170 million second-lien term loan.  The '6' recovery
rating indicates S&P's expectation that lenders would receive
negligible (0%-10%) recovery in the event of a payment default.

The ratings on PowerTeam reflect S&P's assessment of the company's
business risk profile as "weak" and financial risk profile as
"highly leveraged."  The business profile is supported by EBITDA
margins in the high-teens percentage area as a regional provider
of maintenance and infrastructure services to electric and gas
utilities.  The highly leveraged financial profile reflects the
company's substantial debt burden and ownership by a financial
sponsor.

S&P expects the company to generate positive free cash flow, with
credit metrics that are consistent with a highly leveraged
financial risk profile, such as debt to EBITDA of more than 6x.
"We expect PowerTeam's credit metrics will remain stable over the
intermediate term, given our assumptions for gradual EBITDA
improvements and our view that management will approach growth
prudently," said credit analyst Robyn Shapiro.

Demand for the company's services is driven by utilities'
regulations to ensure infrastructure safety and reliability.
Overall macroeconomic drivers include market demand, which depends
on public service commission programs that allow for accelerated
cost recovery of main replacement projects for gas utilities.
Demand also depends on the percentage of electrical transmission
mileage and distribution poles that will be replaced over the next
few years in the U.S.  In general, spending required to maintain,
upgrade, or replace aging U.S. infrastructure, as well as
increased work outsourcing by utility customers, should benefit
the company's performance over the long term.  However, S&P views
the utility services industry as highly fragmented and
competitive. Additionally, customer and geographic diversity is
limited relative to some larger industry peers.  S&P also believes
there is some integration risk to the company's strategy, but each
acquired division has the infrastructure to operate on a stand-
alone basis and will continue to do so in the medium term.

The company's cash flows benefit from the recurring maintenance
work under master service agreements (MSAs) or MSA-type contracts,
with a limited number of projects under fixed-price contracts.
S&P views fixed-price contracts as more risky than cost-
reimbursable work because of the possibility of cost overruns,
which can significantly affect the results.  The predecessor
companies executed well on recent work to achieve margins in the
high-teens percentage area, which S&P views favorably compared
with industry peers.

S&P views the company's financial risk profile as highly leveraged
given its financial sponsor ownership.  For the rating, S&P
expects adjusted debt to EBITDA of about 6x or less and free
operating cash flow to total debt in the low-single digits in the
next two years.

S&P's stable rating outlook reflects its belief that PowerTeam
will achieve positive free cash flow in 2013, given the relatively
favorable trends in the electric and gas utility maintenance
outsourcing markets and its track record of EBITDA margins in the
high-teens percentage area.

While unlikely, S&P could lower our rating over the next 12 months
if free operating cash flow generation were to become negative or
if we believed that debt to EBITDA would remain higher than 6x on
a sustained basis.  This could occur from an unexpected decline in
its maintenance business or missteps with any acquisitions.

S&P considers an upgrade unlikely because we believe the company's
financial risk profile will remain highly leveraged under its
financial sponsors.


PROGUARD ACQUISITION: Incurs $43,700 Net Loss in Third Quarter
--------------------------------------------------------------
Proguard Acquisition Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $43,707 on $2.54 million of net sales for the three
months ended Sept. 30, 2013, as compared with a net loss of
$83,759 on $3.68 million of net sales for the same period last
year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $285,711 on $8.22 million of net sales as compared
with a net loss of $297,220 on $11.61 million of net sales for the
same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $1.05
million in total assets, $1.37 million in total liabilities and a
$312,525 total stockholders' deficit.

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

                         http://is.gd/3uKsIb

                    About Proguard Acquisition

Proguard Acquisition Corp. (OTC BB: PGRD), headquartered in
Lauderdale, Florida, is a Business to Business (B2B) reseller of
all general line office and business products.

As reported in the TCR on April 11, 2013, Pruzansky, P.A., in Boca
Raton, Florida, expressed substantial doubt about Proguard
Acquisition's ability to continue as a going concern, citing the
Company's net loss and net cash used in operations of $445,016 and
$173,189, respectively, during the year ended Dec. 31, 2012, and
stockholders' deficit and accumulated deficit of $49,314 and
$1.42 million, respectively, at Dec. 31, 2012.


PT-1 COMMUNICATIONS: Trustee Owes Part of $9M Tax Refund
--------------------------------------------------------
Law360 reported that the federal government told the Second
Circuit on Nov. 15 that it's entitled to recoup part of an $8.7
million tax refund paid to bankrupt PT-1 Communications Inc.'s
trustee to offset a tax liability related to a settlement over the
2001 sale of PT-1's phone card business to IDT Corp.

According to the report, the government's brief was filed in
response to PT-1's appeal seeking to preserve a court order
awarding the company's trustee the $8.7 million refund. The U.S.
claims that amount should be offset against alleged unpaid taxes
and penalties.

PT-1 Communications, Inc., PT-1 Long Distance, Inc., and PT-1
Technologies, Inc., sought chapter 11 protection (Bankr. E.D.N.Y.
Case Nos. 01-12655, 01-12658, and 01-12660) on March 9, 2001.  The
Debtors filed their Second Amended Joint Plan of Reorganization
dated as of Aug. 31, 2004, and the Bankruptcy Court confirmed
that plan on Nov. 23, 2004.

Laurence May, Esq., and Greg Friedman, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., in New York, represent Edward P.
Bond, the Liquidating Trustee of the Liquidating Trust U/A/W PT-1
Communications, Inc., PT-1 Long Distance, Inc., and PT-1
Technologies, Inc.

The case is United States of America v. Bond, Case No. 12-4803
(2d. Cir.).


PROCESS AMERICA: FTC Settles $16-Mil. Scam
------------------------------------------
Law360 reported that the Federal Trade Commission has settled with
a bankrupt online payment processing outfit accused of helping
work-at-home scammers evade detection by Visa Inc. and Mastercard
Inc. anti-fraud controls and swindle $16 million from consumers,
it said on Nov. 18.

According to the report, as part of a continuing crackdown on
processors that aid in fraudulent schemes, the FTC said it had
banned Process America Inc.?s three principals from the credit
card payment business and secured a promise from the restructuring
company not to serve clients engaged in certain deceptive billing
practices.

Canoga Park, California-based Process America, Inc., sought
protection under Chapter 11 of the U.S. Bankruptcy Code on Nov.
12, 2012, (Case No. 12-19998, Bankr. C.D. Calif.).  The case is
assigned to Judge Maureen Tighe.

The Debtor's counsel is Ron Bender, Esq., at LEVENE, NEALE,
BENDER, YOO & BRILL LLP, in Los Angeles, California.


QUANTUM CORP: Files Form 10-Q, Had $7.9-Mil. Net Loss in Q2
-----------------------------------------------------------
Quantum Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $7.96 million on $131.43 million of total revenue for the three
months ended Sept. 30, 2013, as compared with a net loss of $12.29
million on $147.31 million of total revenue for the same period
during the prior year.

For the six months ended Sept. 30, 2013, the Company incurred a
net loss of $4.56 million on $279.39 million of total revenue as
compared with a net loss of $28.95 million on $288.16 million of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $347.79
million in total assets, $428.58 million in total liabilities and
a $80.79 million total stockholders' deficit.

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

                        http://is.gd/4gcNU7

                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

For the 12 months ended March 31, 2013, the Company incurred a net
loss of $52.41 million on $587.57 million of total revenue, as
compared with a net loss of $8.81 million on $652.37 million of
total revenue for the same period a year ago.


QUANTUM FUEL: Incurs $5.5 Million Net Loss in Third Quarter
-----------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., reported a net
loss attributable to stockholders of $5.53 million on $8.69
million of total revenue for the three months ended Sept. 30,
2013, as compared with a net loss attributable to stockholders of
$9.40 million on $5.77 million of total revenue for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss attributable to stockholders of $17 million on $19.18
million of total revenue as compared with a net loss attributable
to stockholders of $24.28 million on $17.09 million of total
revenue for the same period last year.

"Our third quarter results reflect the accelerating growth of the
natural gas industry and is indicative of rapid CNG adoption
within the heavy-duty truck market," said Brian Olson, Quantum's
president and chief executive officer."  Mr. Olson continued, "We
are excited that our products and system integration expertise is
significantly enabling the adoption of CNG within the trucking as
well as the passenger vehicle markets."

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

                        http://is.gd/0XYmAh

                         About Quantum Fuel

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

Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.

Haskell & White LLP, in Irvine, 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 does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.


RAMS ASSOCIATES: Cunningham Balks at Payment to Professionals
-------------------------------------------------------------
Worthington Capital, LLC and Mr. and Mr. John Cunningham object to
Rams Associates, L.P.'s proposed third interim order authorizing
use of cash collateral.

The Cunningham Parties complain that the Debtor proposes to use
funds from what appears to be an administratively insolvent estate
to make payments to its professionals while the Debtor fails to
pay Athletic Community Team, LLC, on account of its mortgage on
the Debtor's real property, and to reserve sufficient funds to pay
quarterly real estate taxes.

According to the Cunningham Parties, the Debtor's failure to pay
Athletic Community (its primary secured creditor) is prejudicing
the guarantors of the Debtor's debt to Athletic Community,
including but not limited to Mr. and Mrs. Cunningham as, among
other things, default interest continues to accrue on the
outstanding amount of such debt.

The Cunningham Parties object to the entry of the Third Cash
Collateral Order and the approval of the related budget unless and
until the budget is revised to eliminate any proposed payments to
the Debtor's professionals, to provide for periodic debt service
payments to Athletic Community, and to provide for a reserve of
sufficient funds to pay quarterly real estate taxes as they become
due and owing.

The Cunningham Parties are represented by:

         McCARTER & ENGLISH, LLP
         Charles A. Stanziale, Jr., Esq.
         Scott H. Bernstein, Esq.
         Four Gateway Center
         100 Mulberry Street
         Newark, NJ 07102
         Telephone: (973) 622-4444
         Facsimile: (973) 624-7070
         E-mail: cstanziale@mccarter.com
                 sbernstein@mccarter.com

                       About Rams Associates

Rams Associates LP was formed in 1990 for the purpose of acquiring
and operating an ice rink then operated under the name American
Hockey & Ice Skating Center located in Farmingdale, New Jersey for
a purchase price of $1,800,000 for the land and building.  Rams
expended another $3,200,000 to build-out the arena and purchase
the necessary equipment to operate the Arena.  Rams continues to
own and operate the ice rink, under the name Jersey Shore Arena.

On June 25, 2013, an involuntary petition under chapter 7 of the
United States Bankruptcy Code, 11 U.S.C. Sec. 101, et seq. was
filed against Rams, which proceeding was assigned Case No.
13-23969 (CMG).

On July 16, 2013, Rams Associates filed a superseding Chapter 11
petition (Bankr. D.N.J. Case No. 13-25541) in Trenton, New Jersey.

On July 30, 2013, a consent order substantively consolidating
cases was entered by the Bankruptcy Court, which allowed for Rams
to proceed with the superseding chapter 11 case.

Judge Christine M. Gravelle presides over the case.  Norris
McLaughlin & Marcus, P.A., serves as the Debtor's counsel.

The Debtor estimated assets and debts of at least $10 million.


RAMS ASSOCIATES: Cunningham Parties Oppose Plan Outline
-------------------------------------------------------
Worthington Capital, LLC and Mr. and Mr. John Cunningham submitted
a preliminary objection to the Disclosure Statement describing the
Plan of Reorganization proposed by Rams Associates, L.P.

The Cunningham Parties believe the proposed plan of reorganization
does not satisfy the requirements of the Bankruptcy Code,
including but not limited to the requirement that there be a
market test to determine the value of the assets of the Debtor
prior to its general partners retaining an interest in the value
of such assets through the purchase of equity in the entity
acquiring title to the Debtor's assets.

The Cunningham Parties also believe that the disclosure statement
fails to provide "adequate information."  Among other things, the
Debtor has failed to disclose (i) efforts undertaken, if any, to
maximum value via a competitive sale process or other strategic
transaction consistent with its fiduciary duties, or (ii) the
basis of the Debtor's apparent decision not to pursue value
maximizing alternatives.

                             The Plan

Pursuant to the Debtor's Plan, Athletic Community Team LLC will
acquire the Debtor's property and substantially all of the
Debtor's other assets and will continue with the operations of
Arena.

ACT, as successor to The Bancorp Bank, is the Debtor's primary
lender having a first priority security interest on all of the
Debtor's assets.  As of the Petition Date, the Debtor owes ACT
about $11.5 million.

Upon consummation of ACT's acquisition, current general partners
John Sabo and Joseph Carballeira may become 35% and 15% members of
ACT, respectively, provided that they post the claims fund, and
waive any entitlement to a distribution from the unsecured claims
fund.  Prior to the acquisition, Mr. Sabo and Fred Bryant will
oversee the operations of Rams and the Arena.

Subsequent to the closing of the sale of substantially all of the
Debtor's assets to ACT pursuant to the Plan, the Debtor will
remain in existence and the equity interest holders will retain
their respective interests therein.  The Debtor and its equity
interest holders continued existence will be governed by the
pre-Petition Date partnership agreement.

The Debtor estimates that the holders of general unsecured claims
will receive a 10% to 15% distribution.

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

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

                       About Rams Associates

Rams Associates LP was formed in 1990 for the purpose of acquiring
and operating an ice rink then operated under the name American
Hockey & Ice Skating Center located in Farmingdale, New Jersey for
a purchase price of $1,800,000 for the land and building.  Rams
expended another $3,200,000 to build-out the arena and purchase
the necessary equipment to operate the Arena.  Rams continues to
own and operate the ice rink, under the name Jersey Shore Arena.

On June 25, 2013, an involuntary petition under chapter 7 of the
Bankruptcy Code, 11 U.S.C. Sec. 101, et seq., was filed against
Rams, which proceeding was assigned Case No. 13-23969 (CMG).

On July 16, 2013, Rams Associates filed a superseding Chapter 11
petition (Bankr. D.N.J. Case No. 13-25541) in Trenton, New Jersey.

On July 30, 2013, a consent order substantively consolidating the
cases was entered by the Bankruptcy Court, which allowed for Rams
to proceed with the superseding chapter 11 case.

Judge Christine M. Gravelle presides over the case.  Norris
Mclaughlin & Marcus, P.A., serves as the Debtor's counsel.

The Debtor estimated assets and debts of at least $10 million.


REFLECT SCIENTIFIC: Incurs $45,000 Net Loss in Third Quarter
------------------------------------------------------------
Reflect Scientific, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $45,449 on $389,562 of revenues for the three months
ended Sept. 30, 2013, as compared with net income of $3.28 million
on $305,713 of revenues for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $244,276 on $954,527 of revenues as compared with net
income of $2.81 million on $988,427 of revenues for the same
period last year.

The Company's balance sheet at Sept. 30, 2013, showed $1.12
million in total assets, $1.33 million in total liabilities and a
$208,145 total shareholders' deficit.

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

                         http://is.gd/c88xYX

                      About Reflect Scientific

Orem, Utah-based Reflect Scientific, Inc., is engaged in the
manufacture and distribution of innovative products targeted at
the life science market.  Customers include hospitals and
diagnostic laboratories, pharmaceutical and biotech companies,
universities, government and private sector research facilities,
and chemical and industrial companies.

Reflect Scientific disclosed net income of $200,917 on $1.32
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $1.18 million on $1.98 million of revenue in
2011.

Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has experienced recurring losses from operations
and negative working capital.  The Company is in default on its
debentures.  These factors raise substantial doubt about its
ability to continue as a going concern.


RESIDENTIAL CAPITAL: Settlement Approval Sought
-----------------------------------------------
BankruptcyData reported that Residential Capital filed with the
U.S. Bankruptcy Court a motion for entry into a settlement
agreement dated November 18, 2013 among the Debtors, the official
committee of unsecured creditors and Ally Financial.

The motion explains, "The Debtors seek Court approval of the
Debtors' entry into an agreement with Ally and the Committee (the
'Settlement') that is ancillary to a separate settlement (the
'Ally/FHFA Settlement') between Ally and the Federal Housing
Finance Agency (the 'FHFA') resolving billions of dollars of
claims brought by the FHFA as conservator for the Federal Home
Loan Mortgage Corporation 'Freddie Mac') related to the Debtors'
residential mortgage backed securities ('RMBS'). After extensive,
arm's-length negotiations, the Parties have reached a
comprehensive settlement that resolves the FHFA's claims in these
Chapter 11 cases. As a result of the Settlement, the Plan
proponents have modified the Plan to provide that (a) the claims
of the FHFA in the Debtors' bankruptcy cases will be allowed in
the amount of $1.2 billion in class RS-11 (Art. III.D.3(k)) (the
'Allowed FHFA Claim') (b) the Allowed FHFA Claim will receive a
cash distribution of $24 million on the effective date of the Plan
and (c) the Third Party Release Carve-Out (Plan Art. IX.E) will be
modified to allow the FHFA to retain certain claims against Ally.
In addition, and as a result of the Ally/FHFA Settlement, Freddie
Mac and the FHFA have withdrawn their respective objections to the
Plan, and with it, the Parties will not litigate at confirmation
the impact of HERA. The Debtors believe that entry into the
Settlement Agreement is reasonable and in the best interests of
the Debtors' estates and their creditors. Absent a settlement,
litigating these claims would have required the Debtors to engage
in costly, burdensome, and uncertain litigation for months or even
years. Additionally, litigation regarding HERA's impact on the
Plan would likely be time consuming and cause the Debtors to incur
significant administrative expense, and could be a substantial
obstacle to the confirmation of the otherwise largely consensual
Plan."

The Court scheduled a Nov. 25, 2013 hearing to consider the
settlement.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESPONSE BIOMEDICAL: OrbiMed Advisors Held 53.3% Stake at Nov. 9
----------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, OrbiMed Advisors LLC and its affiliates
disclosed that as of Nov. 7, 2013, they beneficially owned
5,438,695 shares of common stock of Response Biomedical Corp.
representing 53.3 percent of the shares outstanding.  A copy of
the regulatory filing is available at http://is.gd/zCN03h

                     About Response Biomedical

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

Response Biomedical disclosed a net loss and comprehensive loss of
C$5.28 million on C$11.75 million of product sales for the year
ended Dec. 31, 2012, as compared with a net loss and comprehensive
loss of C$5.37 million on C$9.02 million of product sales during
the prior year.

As of June 30, 2013, the Company had C$13.29 million in total
assets, C$18.57 million in total liabilities and a C$5.28 million
total shareholders' deficit.


RICEBRAN TECHNOLOGIES: To Purchase Membership Units From Nutra
--------------------------------------------------------------
RiceBran Technologies entered into an Amendment of Investment
Agreements effective as of Oct. 31, 2013, by and among the Company
and AF Bran Holdings-NL LLC and AF Bran Holdings LLC and Nutra SA,
LLC, which provides for the waiver of certain terms under the LLC
Agreement and the Membership Interest Purchase Agreement dated as
of Dec. 29, 2010, as amended.

Under the Amendment, the Company agreed to purchase membership
units from Nutra SA at $2.00 per unit in an amount equal to
100,000 units plus an equal number of units purchased by AF
between Sept. 15, 2013, and Dec. 31, 2013.  In addition, the
Company agreed to contribute an additional minimum amount of
$3,000,000 to Nutra SA at $2.00 per unit in the event it raises at
least $7,000,000 in an offering as further described in the
Amendment.  In addition, the Company agreed to distribute to Nutra
SA 90 percent of any funds released to the Company from an escrow
account established in connection with the Company's acquisition
of Irgovel, the wholly owned subsidiary of Nutra SA, in 2008.
Those contributions from funds distributed from the escrow account
will not constitute a capital contribution under the LLC
Agreement.

Provided that the Company purchases at least $3,000,000 of Nutra
SA membership units by Dec. 31, 2013, AF agrees to waive any past
non-compliance with certain milestone conditions and agrees that
the "AF Yield Percentage" will be four percent.  Further, the LLC
Agreement was amended to provide that if the Company failed to
purchase at least $3,000,000 of Nutra SA membership units by
Dec. 31, 2013, an event of default would automatically trigger and
AF would be entitled to receive a preferential return equal to 2.5
times its unreturned capital contributions before the Company is
entitled to receive its unreturned capital contribution.  On the
other hand, if at any time after Nov. 1, 2013, (i) the
contributions made by the Company for additional Nutra SA units
between November 1 and Dec. 31, 2013, plus (ii) the amount
contributed to Nutra SA from the escrow account, exceed the AF 4Q
Contributions amount by more than $4 million, AF's preferred
return will be reduced to 2.0 times its unreturned capital
contributions.

Finally, AF agreed not to exercise its drag along right as set
forth in the LLC Agreement until Jan. 1, 2015, as long as certain
operational conditions are met as specified in the Amendment.

Effective Nov. 7, 2013, Colin Garner resigned from his position as
senior vice president of Sales for the Company.  Dr. Robert Smith
has been appointed senior vice president of Sales & Business
Development expanding from his current duties as senior vice
president of Business Development.

                           About RiceBran

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

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

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


RICEBRAN TECHNOLOGIES: Incurs $2.7-Mil. Net Loss in 3rd Quarter
---------------------------------------------------------------
RiceBran Technologies filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.67 million on $8.72 million of revenues for the three months
ended Sept. 30, 2013, as compared with a net loss of $580,000 on
$9.34 million of revenues for the same period last year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $11.48 million on $26.82 million of revenues as
compared with a net loss of $10.58 million on $28.80 million of
revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $41.82
million in total assets, $38.16 million in total liabilities,
$7.86 million in temporary equity and a $4.22 million total
deficit attributable to the Company's shareholders.

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

                       http://is.gd/JGoFen

                         About RiceBran

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

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


RIH ACQUISITIONS: Taps Willkie Farr as Special Corporate Counsel
----------------------------------------------------------------
RIH Acquisitions NJ, LLC, d/b/a The Atlantic Club Casino Hotel,
and RIH Propco NJ, LLC, seek authority from the U.S. Bankruptcy
Court for the District of New Jersey to employ Willkie Farr &
Gallagher LLP as special corporate counsel to, among other things,
represent the Debtors in connection with their debtor-in-
possession financing and the pursuit of a sale of their business,
assets or equity.

The WF&G attorneys that are likely to represent the Debtors in
their Chapter 11 cases have current standard hourly rates ranging
between $440 and $1,100.  The paralegals, law clerks and other
administrative professionals that likely will assist the attorneys
who will represent the Debtors have current standard hourly rates
ranging between $130 and $380.  WF&G will charge to the Debtors
all of its reasonable out-of-pocket expenses.

Paul V. Shalhoub, Esq., a member of the firm of Willkie Farr &
Gallagher LLP, in New York, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.  Mr. Shalhoub discloses that in
the 90 days prior to the Petition Date, WF&G received retainers
and payments from RIH Acquisitions totaling $450,000.  During this
period, WF&G also received payments from Resorts International
Holdings, LLC, the non-debtor parent of RIH Acquisitions, totaling
$175,000 for services performed for the Debtors.  WF&G currently
holds $200,000 received from RIH Acquisitions as a retainer, and
has applied the payments for services.  As of the Petition Date,
WF&G maintained a claim against the Debtors in the amount of
$539,407 for unpaid legal services.

                        About RIH Acquisitions

RIH Acquisitions NJ LLC, doing business as the Atlantic Club
Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11
petition on Nov. 6, 2013 (Bankr. D.N.J. Case No. 13-34483) in
Camden, New Jersey, designed to sell the property in the near
term.

The Debtors are represented by Michael D. Sirota, Esq., and Warren
A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Duane Morris, LLP, serves as
the Debtors' special gaming regulatory counsel.

Imperial Capital, LLC, serves as financial advisor and investment
banker to the Debtors, while Mercer (US) Inc. serves as
compensation consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims and noticing agent.

Northlight Financial LLC, as DIP Lender, is represented by Harlan
W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio;
Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP, in Roseland, New Jersey.


RIH ACQUISITIONS: Hires Duane Morris as Special Counsel
-------------------------------------------------------
RIH Acquisitions NJ, LLC, d/b/a The Atlantic Club Casino Hotel,
and RIH Propco NJ, LLC, seek authority from the U.S. Bankruptcy
Court for the District of New Jersey to employ Duane Morris, LLP,
as special gaming regulatory counsel.

Specifically, Duane Morris will provide advice concerning the
Debtors' gaming regulatory responsibilities and obligations under
the New Jersey Casino Control Act and various orders and
resolutions of the New Jersey Casino Control Commission and the
New Jersey Division of Gaming Enforcement pertaining to the
Debtors and represent the Debtors before the Commission and
Division.

The hourly rates of Duane Morris attorneys and professionals
mostly likely to render services to the Debtors are as follows:

   Gilbert L. Brooks, Esq. -- gbrooks@duanemorris.com         $545
   Christopher L. Soriano, Esq. -- csoriano@duanemorris.com   $425
   Eric D. Frank, Esq. -- efrank@duanemorris.com              $325
   Adam Berger, Esq. -- ABerger@duanemorris.com               $295
   John P. Kahn, Esq. -- JPKahn@duanemorris.com               $395
   Theresa Belco, paralegal                                   $210

Duane Morris will charge the Debtors for its reasonable out-of-
pocket expenses.

Mr. Brooks, a partner with Duane Morris, LLP, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.  Mr. Brooks
discloses that on Nov. 5, 2013, Duane Morris received a $40,000
retainer from the Debtors for professional services to be rendered
and charges and disbursements to be incurred after the Petition
Date.  As of the Petition Date, Duane Morris maintained a claim
against the Debtors in the amount of $448,849 for unpaid legal
services.  Also, during the 12-month period before the Petition
Date, Duane Morris received $321,790 as payment for professional
services rendered and disbursements.

                        About RIH Acquisitions

RIH Acquisitions NJ LLC, doing business as the Atlantic Club
Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11
petition on Nov. 6, 2013 (Bankr. D.N.J. Case No. 13-34483) in
Camden, New Jersey, designed to sell the property in the near
term.

The Debtors are represented by Michael D. Sirota, Esq., and Warren
A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Duane Morris, LLP, serves as
the Debtors' special gaming regulatory counsel.

Imperial Capital, LLC, serves as financial advisor and investment
banker to the Debtors, while Mercer (US) Inc. serves as
compensation consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims and noticing agent.

Northlight Financial LLC, as DIP Lender, is represented by Harlan
W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio;
Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP, in Roseland, New Jersey.


RIH ACQUISITIONS: Taps Imperial Capital as Fin'l Advisor & Banker
-----------------------------------------------------------------
RIH Acquisitions NJ, LLC, d/b/a The Atlantic Club Casino Hotel,
and RIH Propco NJ, LLC, seek authority from the U.S. Bankruptcy
Court for the District of New Jersey to employ Imperial Capital,
LLC, as financial advisor and investment banker.

Imperial will be paid the following fees and expenses in respect
of its services:

   -- a financial advisory fee of $100,000 per month;

   -- a transaction fee of $600,000 upon confirmation of a plan of
      reorganization;

   -- a transaction fee equal to the greater of $600,000 or 2.5%
      of Transaction Consideration received in a merger and
      acquisition transaction; and

   -- a transaction fee payable out of the proceeds of a financing
      equal to 2.5% of the face amount of any debt sold or
      arranged as part of the Financing.

Pursuant to the engagement letter between the Debtors and
Imperial, Imperial may be entitled to earn either a Restructuring
Fee or an M&A Transaction Fee, but not both.  The Debtors agree to
reimburse Imperial for all reasonable out-of-pocket expenses
incurred.

Steven Cramer, a managing director of Imperial Capital, LLC,
assures the Court that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.  Mr. Cramer discloses that prior to the Petition Date,
the Debtors paid Imperial: (a) a retainer of $100,000, (b)
$200,000 in Monthly Advisory Fees and (c) a deposit of $13,000
against reimbursable expenses.  For the 12-month period prior to
the Petition Date, Imperial has been paid a total of $683,871 in
fees and $16,129 for reimbursable expenses.  In addition, Imperial
maintains $25,000 of unused deposits against reimbursable
expenses.

                        About RIH Acquisitions

RIH Acquisitions NJ LLC, doing business as the Atlantic Club
Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11
petition on Nov. 6, 2013 (Bankr. D.N.J. Case No. 13-34483) in
Camden, New Jersey, designed to sell the property in the near
term.

The Debtors are represented by Michael D. Sirota, Esq., and Warren
A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Duane Morris, LLP, serves as
the Debtors' special gaming regulatory counsel.

Imperial Capital, LLC, serves as financial advisor and investment
banker to the Debtors, while Mercer (US) Inc. serves as
compensation consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims and noticing agent.

Northlight Financial LLC, as DIP Lender, is represented by Harlan
W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio;
Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP, in Roseland, New Jersey.


RITE AID: Kevin Lofton Elected to Board of Directors
----------------------------------------------------
Rite Aid Corporation's Board of Directors has elected Kevin E.
Lofton, president and CEO of Catholic Health Initiatives, to the
Rite Aid Board.

"We are very pleased to welcome Kevin to our Board," said Rite
Aid's chairman, president and CEO John Standley.  "Kevin is a
widely recognized and well-respected leader in the healthcare
industry whose broad knowledge and experience will be beneficial
in helping Rite Aid continue to grow our business and develop
innovative ways to better serve our customers in a rapidly
changing healthcare environment."

Catholic Health Initiatives is a national health system, based in
Englewood, Colo., that operates a full continuum of services from
hospitals and long-term care facilities to home health agencies.
Lofton joined CHI in 1998 and has held several leadership
positions, including chief operating officer, before being named
president and CEO in 2003. Prior to joining CHI, Lofton served as
the chief executive officer of the University of Alabama Hospital
in Birmingham; as chief executive officer of Howard University
Hospital, Washington, D.C.; and chief operating officer at
University Medical Center, Jacksonville, Fla.

Lofton is also involved with the American Hospital Association
(AHA), having served as the 2007 chair of the AHA Board of
Directors.  Lofton also serves on the boards of Morehouse School
of Medicine in Atlanta; Conifer Health Solutions LLC; and Gilead
Sciences, Inc.

Lofton earned a bachelor's degree in management from Boston
University and a master's degree in health administration from
Georgia State University.

The previously announced resignation of Francois J. Coutu from the
Board became effective upon the election of Mr. Lofton.

                        About Rite Aid Corp.

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

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

                           *     *     *

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

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


SABINE PASS: S&P Rates Proposed $1-Bil. Sr. Secured Notes 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
project issue rating and '3' recovery rating to Sabine Pass
Liquefaction LLC's (SPL) proposed $1 billion senior secured notes
due 2020.  S&P also affirmed its 'BB+' debt issue ratings and '3'
recovery ratings on SPL's existing senior secured credit
facilities and notes.  S&P also removed SPL's ratings from Under
Credit Observation where it placed them recently following the
publication of its construction phase risk assessment criteria.
The outlook is stable.

"It is possible that a larger amount could be issued, but we would
expect a similar matching reduction of credit facility capacity
that would leave the overall debt level and financial measures
largely the same," said Standard & Poor's credit analyst Terry
Pratt.

SPL notes that construction is on schedule. Bechtel Oil Gas &
Chemicals Inc. is building the trains under engineering,
procurement, and construction contracts.  Train one was nearly
one-half complete as of Sept. 30, 2013 and is currently slated to
begin operations in early 2016. Construction risk is a limiting
factor to the rating presently, due primarily to the need for pre-
completion cash flow to fund a material portion of construction
costs and the lack of a funded debt service reserve.  A shortfall
in revenue during construction for any reason could leave SPL
without sufficient funds to complete construction.  The lack of a
dedicated reserve fund to cover debt service during the transition
to operations increases the risk of missed payments if
construction problems occur that are not covered by contractor
damages payments, if any.

Favorably, all equity commitments have been received and the
increase in funding from the proposed notes proceeds further
reduces any uncertainty of credit facility draw capability if
construction problems occur.  S&P's conclusion on construction
risk takes its recent construction phase risk assessment criteria
into account.

"We base the stable outlook on our assessment of current
construction progress to schedule and budget, transaction
features, and counterparty dependency assessments.  We consider an
upgrade unlikely during construction based on the current
construction, structural, business, and financial risks.  We could
lower the rating if: major construction problems result in
significantly higher costs or a delay in the schedule; key
counterparties' credit quality deteriorates; or, CQP's credit
deteriorates because it currently caps the SPL rating.  We could
also lower the rating if SPL proceeds with developing phase three
of trains five and six and we view it as having lower credit
quality due to unexpected risks, weaker counterparties, or a
structure that leads to lower financial performance.  After
construction or near completion, we could raise the rating if
performance meets or exceeds our current expectations over the
debt's tenor, the reserve account is fully funded, and CQP's
rating improves," S&P said.


SANUWAVE HEALTH: Incurs $4.4 Million Net Loss in Third Quarter
--------------------------------------------------------------
SANUWAVE Health, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $4.43 million on $148,421 of revenue for the three months ended
Sept. 30, 2013, as compared with a net loss of $1.44 million on
$178,256 of revenue for the same period last year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $10.62 million on $510,272 of revenue as compared with
a net loss of $4.70 million on $627,153 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.75
million in total assets, $7.80 million in total liabilities and a
$6.04 million total stockholders' deficit.

                         Bankruptcy Warning

"We may raise capital through the issuance of common or preferred
stock, securities convertible into common stock, or secured or
unsecured debt, an investment by a strategic partner in a specific
clinical indication or market opportunity, or by selling all or a
portion of our assets (or some combination of the foregoing).  If
these efforts are unsuccessful, we may be forced to seek relief
through a filing under the U.S. Bankruptcy Code.  These
possibilities, to the extent available, may be on terms that
result in significant dilution to our existing shareholders.
Although no assurances can be given, management believes that
potential additional issuances of equity or other potential
financing transactions as discussed above should provide the
necessary funding for us to continue as a going concern."

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

                        http://is.gd/TZr8S0

                       About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

BDO USA, LLP, in Atlanta, Georgia, 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, has a net
working capital deficit, and is economically dependent upon future
issuances of equity or other financing to fund ongoing operations,
each of which raise substantial doubt about its ability to
continue as a going concern.

SANUWAVE Health reported a net loss of $6.40 million on $769,217
of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $10.23 million on $802,572 of revenue in 2011.


SCIENTIFIC LEARNING: Incurs $932,000 Net Loss in Third Quarter
--------------------------------------------------------------
Scientific Learning Corporation reported a net loss of $932,000 on
$5.22 million of total revenues for the three months ended
Sept. 30, 2013, as compared with a net loss of $2.24 million on
$6.82 million of total revenues for the same period last year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $1.99 million on $16.02 million of total revenues as
compared with a net loss of $10.42 million on $21.06 million of
total revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $13.24
million in total assets, $19.82 million in total liabilities and a
$6.57 million net capital deficiency.

"While business conditions remain challenging, we continue to make
solid progress transforming our business with Q3 showing our best
booked sales comparison in nine quarters.  This year's Back-to-
School period has been one of the best ever.  Customers are
pleased with the retirement of our legacy systems  and the
continued improvements to MySciLEARN," said Robert Bowen, CEO.
"We continue to see strong student gains in areas of critical
focus such as college readiness.  For example, Boone County,
Kentucky used Reading AssistantTM to help a group of lower
performing students and improved ACT scores by an average of 45%."

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

                        http://is.gd/dwgj7P

                   To Cease Operating in China

The Management of Scientific Learning Corporation committed to a
plan to discontinue the Company's development operations in China.
The effected plan will include a reduction in the Company's
workforce intended to improve the efficiency of its development
operations, better align its costs and organization structure with
the current economic environment and improve its profitability.

The Company notified the employees affected by the workforce
reduction on Nov. 5, 2013.  The Company expects to complete the
exit plan by June 30, 2014.  The Company estimates that the costs
incurred in connection with the exit activity will be
approximately $200,000 to $250,000, which consists of estimated
severance costs, contract termination costs and legal fees
expected to be expensed in the fourth quarter of 2013.
Substantially all of that charge will result in cash expenditures.

                   About Scientific Learning Corp

Scientific Learning is an education company, providing learning
solutions primarily to United States K-12 schools in traditional
brick-and-mortar, virtual or blended learning settings and also to
parents and learning centers, in more than 40 countries around the
world.  The Company's sales are concentrated in K-12 schools in
the U.S., which in during the year ended December 31, 2011 were
estimated to total over 116,000 schools serving approximately 55
million students in almost 14,000 school districts.  During the
year ended Dec. 31, 2011, the K-12 sector accounted for 87% of the
sales of the Company.

The Company reported a net loss of $9.65 million in 2012, as
compared with a net loss of $6.47 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $11.90 million in total
assets, $17.74 million in total liabilities and a $5.83 million
net capital deficiency.

In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2012, Ernst & Young, LLP, in San Jose,
Cal., expressed substantial doubt Scienfic Learning's ability to
continue as a going concern, citing the Company's recurring losses
from operations, deficiency in working capital and its need to
raise additional capital.


SEQUENOM INC: Director E.G. Afting Won't Seek Reelection
--------------------------------------------------------
Ernst-Gunter Afting, Ph.D., M.D., a member of the board of
directors of Sequenom, Inc., informed the Company that he would
not stand for re-election at the Company's 2014 Annual Meeting of
Stockholders.  Dr. Afting, a resident of Germany, has served as a
director of the Company since 1996.

                           About Sequenom

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

Sequenom disclosed a net loss of $117.02 million in 2012, a net
loss of $74.13 million in 2011 and a net loss of $120.84 million
in 2010.  As of June 30, 2013, the Company had $192.76 million in
total assets, $199.14 million in total liabilities and a $6.38
million total stockholders' deficit.


SEVEN ARTS: Amends 25 Million Shares Prospectus
-----------------------------------------------
Seven Arts Entertainment Inc. filed with the U.S. Securities and
Exchange Commission an amended registration statement relating to
the registration of 25,000,000 shares of common stock.
The prospectus relates solely to the registration of shares
of the Company's common stock underlying warrants that the Company
granted to its record and beneficial stockholders as of the close
of the markets on Aug. 31, 2012 (immediately prior to the
Company's reverse stock split).  For each 10 pre-reverse split
shares of the Company's common stock that were owned by the
Company's stockholders as of that date, the Company granted one
warrant for the purchase of one post-reverse split share of the
Company's common stock, exercisable at a price to be determined by
the Company's Board of Directors at such time as this Prospectus
is deemed effective, per post-reverse split share.

The Company did not distribute any Warrants prior to the date of
this Prospectus.  The Warrants are non-transferrable and,
accordingly, the Company does not expect that a secondary market
for the Warrants will develop or be maintained.

The Company's common stock is quoted on the OTC BB and the OTC
Market Group Inc.'s OTCQB tier under the symbol "SAPX."  On
Nov. 11, 2013, the last reported sale price of a share of the
Company's common stock was $0.0070 .

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

                        http://is.gd/BchsVb

                      About Arts Entertainment

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.


SINCLAIR BROADCAST: Files Form 10-Q, Posts $36.6MM Income in Q3
---------------------------------------------------------------
Sinclair Broadcast Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $36.65 million on $338.64 million of total revenues
for the three months ended Sept. 30, 2013, as compared with net
income of $26.35 million on $258.71 million of total revenues for
the same period last year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $71.58 million on $935.41 million of total revenues as
compared with net income of $85.55 million on $732.16 million of
total revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $3.61
billion in total assets, $3.20 billion in total liabilities and
$416.23 million in total equity.

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

                        http://is.gd/rDa8rD

                      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 percent 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 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.


SPRINGLEAF FINANCE: Incurs $91.4 Million Net Loss in 3rd Quarter
----------------------------------------------------------------
Springleaf Finance Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $91.39 million on $417.62 million of net interest
income for the three months ended Sept. 30, 2013, as compared with
a net loss of $49.97 million on $417.20 million of total interest
income for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $73.68 million on $1.23 billion of total interest
income as compared with a net loss of $141.17 million on $1.27
billion of total interest income for the same period last year.

As of Sept. 30, 2013, Springleaf Finance had $13.91 billion in
total assets, $12.58 billion in total liabilities and $1.33
billion in total shareholders' equity.

Jay Levine, president and CEO of Springleaf said, "Springleaf's
core consumer operations generated solid profits in the quarter,
driven by strong organic growth in branch consumer receivables and
expansion in risk adjusted yield, both reflecting the strength of
the Springleaf franchise.  The SpringCastle portfolio, which we
purchased earlier in the year from HSBC, added to our earnings in
the quarter, and in September we successfully on-boarded the
servicing of over 400,000 loans in the SpringCastle portfolio,
which will add a meaningful level of fee-based revenue going
forward."

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

                        http://is.gd/TWFPgM

                     About Springleaf Finance

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-conforming
real estate mortgages, consumer loans, retail sales finance and
credit-related insurance.

As of June 30, 2013, the Company had $13.47 billion in total
assets, $12.18 billion in total liabilities and $1.28 billion in
total shareholders' equity.

                           *     *     *

The Troubled Company Reporter said on Feb. 8, 2012, that Standard
& Poor's Ratings Services lowered its issuer credit rating on
Springleaf Finance Corp. and its issue credit rating on the
company's senior unsecured debt to 'CCC' from 'B'.  Standard &
Poor's also said it lowered its issue credit ratings on
Springfield's senior secured debt to 'CCC+' from 'B+' and on the
company's preferred debt to 'CC' from 'CCC-'.  The outlook on
Springleaf's issuer credit rating is negative.

"Springleaf's announcement that it will shut down about 60
branches and stop lending in 14 states highlights the operating,
funding, and liquidity challenges that the firm faces as it works
to pay down the $2 billion of debt coming due in 2012 and to
establish a stable long-term funding strategy.  The downgrade also
reflects the company's poor earnings, exposure to weak residential
markets and uncertainty about its ability to refinance debt or
securitize assets over the coming year.  We believe that should
its funding or securitization options become unavailable, the
company will not have enough liquidity to survive 2012, and in
that case a distressed debt exchange would be likely.  The company
has retained financial advisors to assess its options," S&P said.

As reported in the Oct. 17, 2013, edition of the TCR, Moody's
Investors Service upgraded Springleaf Finance Corporation's
corporate family to B3 from Caa1.  Moody's upgrade of Springleaf's
corporate family reflects the company's progress in
strengthening liquidity, improving operating performance, and
reducing leverage.

As reported by the TCR on Sept. 2, 2013, Fitch Ratings has
upgraded the long-term Issuer Default Rating (IDR) of Springleaf
Finance Corporation to 'B-' from 'CCC'.  The rating upgrades
primarily reflect the significant progress made by the company
toward repaying near-term debt and extending its liquidity runway,
combined with improved operating performance, highlighted by the
return to profitability in 2Q13.


STARWOOD PROPERTY: S&P Retains 'BB+' Rating on Loan Upsize
----------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB+' issue
rating on Starwood Property Trust Inc.'s senior secured first-lien
term loan due 2020 remains unchanged following the company's
announcement that it plans to upsize the term loan by $300 million
to fund its loan and acquisition origination pipeline and for
general corporate purposes.  In addition to upsizing the amount,
the term loan amendment will also include an expansion of the
Borrowing Base Eligibility Criteria, as well as adjustments to
tangible net worth and leverage ratio incurrence covenants.  The
'BB' issuer credit rating and stable outlook on Starwood also
remain unchanged.

"We think the upsized seven-year first-lien term loan will
continue to have substantial collateral coverage with what we view
as conservative advance rates applied to determine the borrowing
base.  As such, our 'BB+' rating on Starwood's senior secured term
loan -- one notch above the long-term issuer credit rating --
reflects our expectation that creditors would likely receive full
repayment in the event of a payment default by the issuer.  We
estimate that the borrowing base collateral securing the upsized
loan will total just more than $2.2 billion as of Sept. 30, 2013,
or roughly 3.7x the proposed $599 million outstanding loan
balance.  The amended term loan will also allow for the borrowing
base to include euro- and Great British pound-denominated
collateral in Europe given the increasing mix of international
assets in Starwood's investment portfolio," S&P said.

S&P do not expect that the upsized first-lien term loan will
substantially change the company's capital ratios or interest
coverage ratios.  Specifically, the company had a debt to book
equity ratio of roughly 0.6x as of Sept. 30, 2013, by S&P's
calculation, and has maintained an interest coverage ratio of more
than 4.0x in recent quarters--among the lowest leveraged balance
sheets among rated specialty finance companies.  S&P expects that
Starwood will continue to maintain its relatively low leverage as
it grows its investment portfolio as the recent issuances of
approximately $1.15 billion in equity and convertible securities
in the third quarter of 2013 suggest.

RATINGS LIST

Ratings Unchanged

Starwood Property Trust Inc.
Counterparty Credit Rating                  BB/Stable/--
Senior secured
  $600 mil first-lien term loan due 2020*    BB+

*Includes upsized amount, excluding amortization.


STOCKTON, CA: Judge Sets March Hearings on Bankruptcy Plan
----------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that
after more than a year of cost-cutting and debt negotiations,
Stockton, Calif., leaders can now refocus their efforts on a March
courtroom trial that could be the final hurdle to getting the
300,000-resident city out of bankruptcy.

According to the report, at a hearing on Nov. 18 in U.S.
Bankruptcy Court in Sacramento, Judge Christopher Klein designated
March 5 as the starting date for a trial that will allow the
city's bondholders and other creditors to protest its bankruptcy-
exit plan. Federal bankruptcy rules state that the city's plan
must be "fair and equitable."

The city's bondholders and others haven't raised specific concerns
yet over the 199-page bankruptcy-exit summary, which Judge Klein
said on Nov. 18 can be sent to those creditors for a vote, the
report related.  The city's confirmation hearing could take a
little as a few hours if no objections are raised, but a lawyer
for the city said at the Nov. 18 hearing that they're bracing for
challenges that will require a courtroom battle.

"We're anticipating that there would be a trial," said Stockton
bankruptcy attorney Marc Levinson during the hearing, joking that
he hoped that the trial would finish up before Easter, the report
further related.

Earlier this year, bondholder groups criticized Stockton leaders
for not trying to lower payments to California Public Employees'
Retirement System, which collects millions of dollars' worth of
retirement money each year for city workers, the report recalled.
The fund was expected to collect about $245 million from the city
over the next decade?a large burden that bondholders have argued
shouldn't be shielded as city officials press others for cuts.

                       About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


STRADELLA INVESTMENTS: Plan Outline Hearing Moved to February
-------------------------------------------------------------
Richard A. Marshack, the Chapter 11 trustee for Stradella
Investments, Inc., presented to the bankruptcy court a stipulation
seeking a four-month delay of the hearing on the disclosure
statement describing the Debtor's proposed plan of reorganization.

Signatories to the stipulation are the Chapter 11 trustee, the
Debtor, Ronald Schwartz, Viridian Investments, N.V., and Viridian
Investment Services, Ltd., and Northwood Corporation.

At the behest of the parties, Judge Catherine Bauer continued the
hearing on the Disclosure Statement to Feb. 19, 2014, at 10:00
a.m.

This is the second time the hearing has been postponed.

The Debtor filed its First Amended Disclosure Statement and
Chapter 11 Plan of Reorganization on Feb. 13, 2013.  On Feb. 20,
2013, Schwartz filed an objection to the approval of the
Disclosure Statement.

The Court on March 29, 2013, entered an order granting the
application for Marshack as Chapter 11 trustee.

In April 2013, at the parties' behest, the court entered an order
continuing the hearing on the Disclosure Statement until Nov. 13,
2013.

The Chapter 11 trustee is represented by:

         D. Edward Hays, Esq.
         Kristine A. Thagard, Esq.
         MARSHACK HAYS LLP
         870 Roosevelt Avenue
         Irvine, California 92620-5749
         Telephone: (949) 333-7777
         Facsimile: (949) 333-7778
         E-mail: ehays@marshackhays.com
                 kthagard@marshackhays.com


                    About Stradella Investments

San Juan Capistrano, California-based Stradella Investments, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal.
Case No. 10-23193) on Sept. 19, 2010.  Timothy J. Yoo, Esq., at
Levene Neale Bender Rankin & Brill LLP, assists the Debtor in its
restructuring effort.  The Debtor disclosed $25,000,000 in assets
and $121,000,671 in liabilities in its schedules.

The Debtor's primary assets is a $25 million promissory note in
its favor made out by RM Eagle, LLC, in connection with the
purchase of certain real property.  RM Eagle defaulted on a
construction loan with respect to the development of the Property,
and the lender foreclosed on RM Eagle.  An affiliate of Stark
Investments is currently the title holder of the Property.  The
Note is secured by a deed of trust on the Property.

Under the Plan filed by the Debtor in February 2013, creditors are
to be paid in full over time from the proceeds of the Debtor's
assets.  General unsecured creditors will be paid from any amounts
remaining from the proceeds of the note after Secured Creditors
are paid.  Holders of equity interests in the Debtor will retain
their interests.


SUN BANCORP: Files Form 10-Q, Incurs $4.8-Mil. Net Loss in Q3
-------------------------------------------------------------
Sun Bancorp, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
available to common shareholders of $4.86 million on $26.78
million of total interest income for the three months ended
Sept. 30, 2013, as compared with net income available to common
shareholders of $1.22 million on $28.46 million of total interest
income for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss available to common shareholders of $1.73 million on
$79.58 million of total interest income as compared with a net
loss available to common shareholders of $25.53 million on $87.27
million of total interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $3.23
billion in total assets, $2.97 billion in total liabilities and
$257.14 million in total shareholders' equity.

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

                        http://is.gd/oZQJgu

                         About Sun Bancorp

Sun Bancorp, Inc. (NASDAQ: SNBC) is a $3.23 billion asset bank
holding company headquartered in Vineland, New Jersey, with its
executive offices located in Mt. Laurel, New Jersey.  Its primary
subsidiary is Sun National Bank, a full service commercial bank
serving customers through more than 60 locations in New Jersey.

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.


T-MOBILE USA: S&P Assigns 'BB' Rating to Proposed $2BB Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '3' recovery rating to T-Mobile USA Inc.'s proposed
$2 billion in aggregate senior notes with maturities of 2022 and
2024.  S&P expects the company to use net proceeds for capital
investments and acquisition of additional spectrum.

The 'BB' long-term corporate credit rating on parent wireless
carrier T-Mobile US Inc. remains unchanged, as does the stable
outlook, since S&P believes the company will operate within its
previously expected range for leverage and other key credit
measures.

The ratings on T-Mobile US reflect an overall "fair" business risk
assessment and "aggressive" financial risk assessment.  S&P
expects debt to EBITDA including its adjustments to be around the
mid- to high-4x area over the next few years.  While this
additional debt will likely increase leverage to around 5x as of
the end of 2013, pro forma for the acquisition of MetroPCS, S&P
expects leverage to moderate over the next few years as the
company's EBITDA margins gradually improve.

S&P's assessment of T-Mobile's liquidity remains "adequate" given
its uncertainty as to when the proceeds from both this debt
issuance and the recent $1.8 billion equity issuance will be used
for capital spending or spectrum acquisitions.  Giving effect to
the recent common stock offering and taking into account the
exercise in full of the underwriters' option, Deutsche Telekom AG
(DT) would hold about 67% of T-Mobile's common stock, down from
the previous 74%.  Even at this lower ownership, S&P would still
consider T-Mobile to be moderately strategic to DT, leading to one
notch of support to the current rating from the standalone credit
profile of 'bb-'.

RATINGS LIST

T-Mobile US Inc.
Corporate Credit Rating           BB/Stable/--

New Rating

T-Mobile USA Inc.
Senior Unsecured
Senior notes due 2022             BB
  Recovery Rating                  3
Senior notes due 2024             BB
  Recovery Rating                  3


TALON INTERNATIONAL: Posts $700,000 Net Income in Third Quarter
---------------------------------------------------------------
Talon International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $700,056 on $13.72 million of net sales for the
three months ended Sept. 30, 2013, as compared with net income of
$186,865 on $11.28 million of net sales for the same period last
year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $2.24 million on $40.50 million of net sales as compared
with net income of $652,369 on $33.21 million of net sales for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $14.23
million in total assets, $17.22 million in total liabilities and a
$2.98 million total stockholders' deficit.

At Sept. 30, 2013, cash and cash equivalents totaled $4 million,
as compared to cash and cash equivalents of $8.9 million at
Dec. 31, 2012.  The decline in cash was principally due to the
redemption of the Series B Preferred Stock, net of the proceeds
from the sale of common stock, and cash provided by operating
activities of $3 million.  In the Series B Preferred redemption
transaction, the Company used $7.5 million of its cash and issued
a $5.8 million short-term, low-interest promissory note in order
to complete the redemption.  The Company is in the process of
pursuing debt financing in order to repay the note on or prior to
its maturity date of Jan. 12, 2014.

"We are pleased to deliver another outstanding quarterly increase
in revenue and a significant increase in net earnings for the
quarter and year to date," said Lonnie Schnell, Talon's CEO.  "The
momentum that we have achieved in the last six consecutive
quarters comes from growing our position with major worldwide
specialty retailers, obtaining new brand nominations, and
extending our reach into new markets."

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

                        http://is.gd/RUACS4

Amendments to Executive Employment Agreements

On Nov. 6, 2013, Talon entered into amendments to the Executive
Employment Agreements of each of Lonnie D. Schnell, the Company's
chief executive officer and chief financial officer, and Larry
Dyne, the Company's president.

Pursuant to the amendment to Mr. Schnell's Executive Employment
Agreement, (a) the term of the employment agreement was extended
through Dec. 31, 2015, and may be further extended to Dec. 31,
2016, (b) Mr. Schnell's annual base salary rate for the period
from Jan. 1, 2014, through the end of the term of the employment
agreement was increased to $425,000, and (c) Mr. Schnell is
entitled to a supplemental bonus of $25,000 payable on Dec. 31,
2013.

Pursuant to the amendment to Mr. Dyne's Executive Employment
Agreement, (a) the term of the employment agreement was extended
through Dec. 31, 2015, and may be further extended to Dec. 31,
2016, (b) Mr. Dyne's annual base salary rate for the period from
Jan. 1, 2014, through the end of the term of the employment
agreement was increased to $400,000, and (c) Mr. Dyne is entitled
to a supplemental bonus of $25,000 payable on Dec. 31, 2013.

Amendment to 2008 Stock Incentive Plan

Effective as of Nov. 8, 2013, the Company adopted an amendment to
the Talon International, Inc. 2008 Stock Incentive Plan, which
increased the number of shares of the Company's common stock that
may be issued pursuant to awards granted under the Plan from
4,810,000 to 15,000,000.

The amendment to the Plan has been approved by our Board of
Directors and was approved by the Company's stockholders at the
Special Meeting of Stockholders held on Nov. 8, 2013.  Other than
the increase in the number of shares authorized for issuance under
the Plan, the remaining terms and conditions of the Plan remain
unchanged.

Amendments to Bylaws

On Nov. 12, 2013, Talon filed an amendment to its certificate of
incorporation, which increased the number of shares of its common
stock authorized for issuance from 100,000,000 to 300,000,000.
The Certificate Amendment was previously approved by the Company's
Board of Directors and was approved by the Company's stockholders
at the Special Meeting of Stockholders held on
Nov. 8, 2013.  Other than the increase in the number of shares of
common stock authorized for issuance, there were no other
amendments to the Company's certificate of incorporation, as
amended to date.

Annual Meeting Results

On Nov. 8, 2013, Talon held a Special Meeting of Stockholders at
which the stockholders:

   (1) approved an amendment to Talon's Certificate of
       Incorporation to increase the number of shares of common
       stock authorized to be issued by Talon from 100,000,000 to
       300,000,000;

   (2) approved an amendment to Talon's Certificate of
       Incorporation to allow for a reverse split of the Company's
       outstanding shares of common stock; and

   (3) approved an amendment to the Amended and Restated Talon
       International, Inc. 2008 Stock Incentive Plan to increase
       the maximum number of shares of common stock that may be
       issued pursuant to awards granted under the plan from
       4,810,000 to 15,000,000 shares of common stock

                      About Talon International

Woodland Hills, Cal.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.

Talon International disclosed net income of $679,347 for the year
ended Dec. 31, 2012, as compared with net income of $729,133
during the prior year.


TERESA GIUDICE: Faces More Fraud Charges
----------------------------------------
Law360 reported that a couple on Bravo's "The Real Housewives of
New Jersey" faced additional indictments on Nov. 18 for bank and
loan application fraud, the New Jersey U.S. attorney's office
said, adding to the couple's previous 39-count bank and bankruptcy
fraud indictment that claims the couple bilked lenders out of
almost $5 million.

According to the report, the two new counts add allegations
surrounding a July 2005 Washington Mutual loan for more than
$361,000, where Teresa and Giuseppe Giudice supposedly falsified
W-2 and tax information to defraud the bank.

                        About the Giudices

In June 2010, Teresa Giudice, who portrays a role in Real
Housewives of New Jersey, and her husband, Joe, filed for
bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in New
Jersey.  The Giudices owe creditors $10.85 million.

Chapter 7 trustee John Sywilok sued the Giudices.  The suit
claimed that the Debtors concealed key documents about their
finances and business transactions.  Mr. Sywilok also accused the
couple of making false statements under oath about their assets,
income and expenses.


TERVITA CORP: S&P Rates $325MM Senior Unsecured Notes 'CCC'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'CCC'
issue-level rating to Calgary, Alta.-based Tervita Corp.'s
proposed US$325 million senior unsecured notes due 2018.  The
recovery rating is '6', indicating our expectation of negligible
(0%-10%) recovery in a default scenario.

S&P's existing ratings on Tervita, including the 'B-' long-term
corporate credit rating, are unchanged.

Tervita will use the proceeds from the notes offering to purchase
its US$312 million unsecured notes due 2015.  With the
refinancing, the company will push back any debt maturity into
2018 and beyond.

"The ratings on Tervita reflect Standard & Poor's view of the
company's "fair" business risk profile and "highly leveraged"
financial risk profile," said Standard & Poor's credit analyst
Aniki Saha-Yannopoulos.  Liquidity is "less than adequate" due to
the tight cushion under its financial covenants.  S&P's ratings
take into account the company's high debt leverage due to
management's aggressive financial policy, participation in the
competitive and cyclical oilfield services market, and lack of
long-term contracts.  The ratings also incorporate S&P's positive
assessment of Tervita's relatively stable operating margins and
integrated strategy that provides cross-selling opportunities.  In
S&P's opinion, the highly leveraged financial risk profile
constrains the ratings.


THOMAS PROPERTIES: Posts $102.4 Million Net Income in Q3
--------------------------------------------------------
Thomas Properties Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $102.45 million on $23.94 million of total revenues
for the three months ended Sept. 30, 2013, as compared with a net
loss of $5.11 million on $22.11 million of total revenues for the
same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $83.46 million on $70.05 million of total revenues as
compared with a net loss of $15.15 million on $64.34 million of
total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed
$1.12 billion in total assets, $773.33 million in total
liabilities and $355.92 million in total equity.

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

                        http://is.gd/NguVvF

                     About Thomas Properties Group

Thomas Properties Group, Inc., is a full-service real estate
company that owns, acquires, develops and manages primarily
office, as well as mixed-use and residential properties on a
nationwide basis.  The company's primary areas of focus are the
acquisition and ownership of premier properties, both on a
consolidated basis and through its strategic joint ventures,
property development and redevelopment, and property management
and leasing activities.  For more information about Thomas
Properties Group, Inc., please visit www.tpgre.com.


THOMPSON CREEK: Posts $13.8 Million Net Income in Third Quarter
---------------------------------------------------------------
Thompson Creek Metals Company Inc. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $13.8 million on $90.8 million of total
revenues for the three months ended Sept. 30, 2013, as compared
with a net loss of $48.2 million on $74.9 million of total
revenues for the same period last year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $4.5 million on $317.3 million of total revenues as
compared with a net loss of $61.9 million on $302 million of total
revenues for the same peirod during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $3.44
billion in total assets, $2.08 billion in total liabilities and
$1.35 billion in shareholders' equity.

Jacques Perron, chief executive officer of Thompson Creek, said,
"We are pleased to report the start-up at Mt. Milligan in
September 2013, which resulted in the initial production of 1.1
million pounds of copper, 1,997 ounces of gold and 7,046 ounces of
silver, each in concentrate.  We expect to achieve our first sale
of concentrate in the fourth quarter of this year.  Operational
performance has improved at both the Thompson Creek and Endako
Mines in the third quarter, with increased production and
significantly lower cash costs from a year earlier.  With the
continued price fluctuations of the commodities we produce, we
remain focused on reducing costs throughout the Company,
optimizing all of our operations, and strengthening our balance
sheet."

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

                        http://is.gd/rfnJMq

                     About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


TIMIOS NATIONAL: Incurs $119,700 Net Loss in Third Quarter
----------------------------------------------------------
Timios National Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $119,776 on $6.81 million of net revenue for the
three months ended Sept. 30, 2013, as compared with a net loss of
$115,487 on $5.67 million of net revenue for the same period last
year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $275,248 on $22.68 billion of net revenue as compared
with a net loss of $659,218 on $15.13 million of net revenue for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $9.02
million in total assets, $6.70 million in total liabilities and
$2.32 million in total stockholders' equity.

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

                        http://is.gd/1EoKpd

                       About Timios National

Timios National Corporation (formerly known as Homeland Security
Capital Corporation) was incorporated in Delaware on Aug. 12,
1997, under the name "Celerity Systems, Inc."  In August 2005, the
Company changed its name to "Homeland Security Capital
Corporation" and changed its business plan to seek acquisitions of
and joint ventures with companies operating in the homeland
security business sector and, until July 2011, operated soley as a
provider of specialized, technology-based, radiological, nuclear,
environmental, disaster relief and electronic security solutions
to government and commercial customers.  The Company's corporate
headquarters is located in Arlington, Virginia.

Timios National disclosed a net loss of $2.76 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.98 million
for the year ended June 30, 2011.


TLO LLC: Ex-Lexis CEO, Warburg Plan to Bid on Assets
----------------------------------------------------
Law360 reported that a former LexisNexis Group CEO, along with
private equity firm Warburg Pincus LLC, on Nov. 15 objected to the
upcoming asset sale of bankrupt Florida-based data solutions
provider TLO LLC, saying that as a competing bidder they need more
information about a $105 million stalking horse bid.

According to the report, in a filing in the U.S. Bankruptcy Court
for the Southern District of Florida, former LexisNexis CEO Andrew
Prozes and the private equity firm said they plan to submit a
qualified bid for TLO's assets.

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


TMT GROUP: Demands Release Of Ships From Secured Creditors
----------------------------------------------------------
Law360 reported that TMT Group asked a Texas bankruptcy judge on
Nov. 18 to order the release of three of its ships seized around
the globe by creditors, saying the company is incurring millions
in port charges and a foreign government is threatening to auction
two of the boats.

According to the report, the shipping company argued in separate
motions that U.S. Bankruptcy Judge Marvin Isgur should order
Cathay United Bank Co. Ltd. and Mega International Commercial Bank
Co. Ltd. to release the M.V. Fortune Elephant and the M.V. E
Whale.

                           About TMT Group

Known in the industry as TMT Group, TMT USA Shipmanagement LLC and
its affiliates own 17 vessels.  Vessels range in size from
approximately 27,000 dead weight tons (dwt) to approximately
320,000 dwt.

TMT USA and 22 affiliates, including C. Ladybug Corporation,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-
33740) in Houston, Texas, on June 20, 2013 after lenders seized
seven vessels.

TMT has tapped attorneys from Bracewell & Giuliani LLP and
AlixPartners as financial advisors.

On a consolidated basis, the Debtors have $1.52 billion in assets
and $1.46 billion in liabilities.

TMT already filed a lawsuit in U.S. bankruptcy court aimed at
forcing creditors to release the vessels so they can return to
generating income.


TROPICANA ENTERTAINMENT: S&P Rates $315MM Secured Debt 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Las Vegas-based gaming operator Tropicana
Entertainment Inc.  The outlook is stable.

At the same time, S&P assigned the company's proposed $315 million
senior secured credit facility (consisting of a $15 million
revolving credit facility due 2018 and a $300 million term loan
due 2020) its 'BB+' issue-level rating (two notches higher than
the corporate credit rating), with a recovery rating of '1',
indicating S&P's expectation for very high (90% to 100%) recovery
for lenders in the event of a payment default.

Tropicana plans to use the proceeds from the proposed transaction,
along with approximately $137 million in cash from the balance
sheet, to:

   -- Repay about $170 million in existing Tropicana debt;

   -- Fund the $260 million purchase price of Lumiere Place in
      St. Louis; and

   -- Pay transaction-related fees and expenses.

S&P expects to withdraw its issue-level ratings on the company's
existing senior secured term loan once the loans are repaid.

S&P's 'BB-' corporate credit rating on Las Vegas-based Tropicana
Entertainment Inc. reflects its view of the company's financial
risk profile as "significant" and its business risk profile as
"weak," according to its criteria.

S&P's rating on the company also incorporates its assumption for
real U.S. GDP growth of 1.6% in 2013 and 2.5% in 2014, and
consumer spending growth of 2% in 2013 and 2.5% in 2014.

S&P also believes the Atlantic City casino market may experience a
low- to mid-single-digit gaming revenue decline in 2014, as it
believes it will continue to face competitive threats from nearby
markets in Pennsylvania, Maryland, and New York, and from the
addition of online gaming in New Jersey.  S&P expects some
competitors will increase amenities, table games will continue to
ramp up at Maryland gaming facilities next year, and a new casino
will open in Baltimore.


UNITEK GLOBAL: Incurs $11.3 Million Net Loss in Third Quarter
-------------------------------------------------------------
UniTek Global Services, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $11.31 million on $130.03 million of revenues for
the three months ended Sept. 28, 2013, as compared with a net loss
of $26.60 million on $130.48 million of revenues for the three
months ended Sept. 29, 2012.

For the nine months ended Sept. 28, 2013, the Company reported a
net loss of $26.68 million on $365.06 million of revenues as
compared with a net loss of $55.08 million on $316.66 million of
revenues for the three quarters ended Sept. 29, 2012.

The Company's balance sheet at Sept. 28, 2013, showed $325.58
million in total assets, $289.17 million in total liabilities and
$36.41 million in total stockholders' equity.

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

                        http://is.gd/qLFOyd

                            About UniTek

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.

                         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.


UNIVERSAL SOLAR: Incurs $233,000 Net Loss in Third Quarter
----------------------------------------------------------
Universal Solar Technology, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $233,333 on $0 of sales for the three
months ended Sept. 30, 2013, as compared with a net loss of
$268,820 on $0 of sales for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $1.31 million on $0 of sales as compared with a net
loss of $1.05 million on $618,200 of sales for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2013, showed $5.48
million in total assets, $16.10 million in total liabilities and a
$10.61 million total stockholders' deficiency.

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

                         http://is.gd/1ldiAl

                         About Universal Solar

Headquartered in Zhuhai City, Guangdong Province, in the People's
Republic of China, Universal Solar Technology, Inc., was
incorporated in the State of Nevada on July 24, 2007.  It operates
through its wholly owned subsidiary, Kuong U Science & Technology
(Group) Ltd., a company incorporated in Macau, the People's
Republic of China on May 10, 2007, and its subsidiary, Nanyang
Universal Solar Technology Co., Ltd., a wholly foreign owned
enterprise registered on Sept. 8, 2008 under the wholly foreign-
owned enterprises laws of the PRC.

The Company primarily manufactures, markets and sells silicon
wafers to manufacturers of solar cells.  In addition, the Company
manufactures photovoltaic modules with solar cells purchased from
third parties.

Universal Solar disclosed a net loss of $5.66 million on $649,616
of sales for the year ended Dec. 31, 2012, as compared with a net
loss of $2.70 million on $3.28 million of sales during the prior
year.

Paritz & 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 not generated cash from its operation, has
stockholders' deficiency of $9,191,918 and has incurred net loss
of $9,887,181 since inception.  These circumstances, among others,
raise substantial doubt about the Company's ability to continue as
a going concern.


VANTAGE SPECIALTY: S&P Keeps 'B' Sr. Debt Rating over $75MM Add-On
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' senior
secured debt rating on Chicago-based Vantage Specialty Chemicals
Inc.'s first-lien senior secured term loan guaranteed by Vantage
and borrowed by its subsidiaries is unchanged following Vantage's
proposed $75 million add-on to the loan.  At the same time, S&P
revised its recovery rating on the term loan to '4' from '3'.  The
'4' recovery rating indicates S&P's expectation for average (30%
to 50%) recovery in the event of a payment default.

All ratings, including the 'B' corporate credit rating, are
unchanged.  The outlook is stable.

The company's existing first-lien credit facilities consists of a
$240 million term loan and $60 million revolving credit facility.
S&P assumes in its analysis that the company will use proceeds of
the proposed add-on to pay down a portion of the approximately
$220 million (as of Dec. 31, 2012) pay-in-kind notes, which S&P
consider debt.

"The ratings on Vantage reflect our assessment of the company's
"weak" business risk profile and "highly leveraged" financial risk
profile.  Vantage is a domestic producer of chemicals and
derivatives (mainly tallow based, but some of its products are
vegetable oil based).  Its oleochemical and specialty derivatives
are important inputs in end applications, such as personal care
products and food additives.  The company's location near the
Midwest meat-processing plants, which provides it with a key raw
material, tallow (animal fat), and easy access to rail transport,
is a credit strength.  The concentration of the bulk of
manufacturing capacity in a single location for both the company's
oleochemical and specialty derivatives manufacturing operations
constitutes a key risk.  We view the proposed transaction as
leverage neutral," S&P said.

RATINGS LIST

Vantage Specialty Chemicals Inc.
Corporate Credit Rating                     B/Stable/--

Ratings Unchanged; Recovery Ratings Revised

                                            To               From
Vantage Specialties Inc.
Vantage Oleochemicals Inc.
$315 Mil. First-Lien Term Loan             B                 B
   Recovery Rating                          4                 3
$60 Mil. First-Lien Revolving Credit Fac.  B                 B
   Recovery Rating                          4                 3


VALEANT PHARMACEUTICALS: Moody's Rates Sr. Unsecured Notes 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 (LGD5, 76%) to
the new senior unsecured note offering of Valeant Pharmaceuticals
International, Inc. ("Valeant"). The notes are guaranteed by
subsidiaries including Valeant Pharmaceuticals International.
There is no change to the existing ratings of Valeant including
the Ba3 Corporate Family Rating, the Ba3-PD Probability of Default
rating, the Ba1 (LGD2, 23%) rating on senior secured credit
facilities, and the B1 (LGD5, 76%) rating on senior unsecured
debt. The rating outlook remains negative.

Stated uses of proceeds of the offering are the redemption of
Valeant's outstanding 6.5% notes due 2016 and related fees and
expenses.

Rating assigned:

  B1 (LGD5, 76%) senior unsecured notes

Ratings Rationale:

Valeant's Ba3 Corporate Family Rating reflects its high pro forma
leverage in excess of 4.5 times (using Moody's adjustments), as
well as the risks associated with an aggressive acquisition
strategy including integration risks and rapid capital structure
changes. Pro forma leverage includes estimated acquisition
synergies, but the company's rapid pace of acquisitions makes it
difficult to ascertain a true run-rate of pro forma EBITDA.
Although some acquisitions have been focused in dermatology and
eyecare, other acquisitions have lacked such focus. The recent
Bausch & Lomb acquisition took Valeant into new product areas
including surgical devices where the company did not have
expertise.

The ratings are supported by Valeant's good size and scale, a high
level of product and geographic diversity, a good acquisition
track record, and the lack of any major patent cliffs relative to
other pharmaceutical companies. Good free cash flow will continue,
although acquisitions will remain a use of cash.

The rating outlook is negative, primarily reflecting Valeant's
leverage that is high for the Ba3 rating, its aggressive
acquisition strategy, and the risks associated with integrating
multiple large companies at once.

Valeant's ratings could be downgraded if Moody's believes
debt/EBITDA (with credit for reasonable synergies) will be
sustained materially above 4.0 times or if other risk factors
emerge, such as litigation. Leverage inconsistent with the Ba3
rating could be created if Valeant continues to increase its pro
forma leverage, or if acquisition synergies do not materialize. In
addition, the B1 rating on Valeant's senior unsecured notes could
be downgraded if Valeant adds a significant amount of new secured
debt to its capital structure, even if there is no change to the
Corporate Family Rating. Conversely, Valeant's ratings could be
upgraded if Moody's believes debt/EBITDA will be sustained below
3.5 times while maintaining good organic growth rates.

Valeant's Ba3 Corporate Family Rating reflects its high pro forma
leverage in excess of 4.5 times (using Moody's adjustments), as
well as the risks associated with an aggressive acquisition
strategy including integration risks and rapid capital structure
changes. Pro forma leverage includes estimated acquisition
synergies, but the company's rapid pace of acquisitions makes it
difficult to ascertain a true run-rate of pro forma EBITDA.
Although some acquisitions have been focused in dermatology and
eyecare, other acquisitions have lacked such focus. The recent
Bausch & Lomb acquisition took Valeant into new product areas
including surgical devices where the company did not have
expertise.

The ratings are supported by Valeant's good size and scale, a high
level of product and geographic diversity, a good acquisition
track record, and the lack of any major patent cliffs relative to
other pharmaceutical companies. Good free cash flow will continue,
although acquisitions will remain a use of cash.

The rating outlook is negative, primarily reflecting Valeant's
leverage that is high for the Ba3 rating, its aggressive
acquisition strategy, and the risks associated with integrating
multiple large companies at once.

Valeant's ratings could be downgraded if Moody's believes
debt/EBITDA (with credit for reasonable synergies) will be
sustained materially above 4.0 times or if other risk factors
emerge, such as litigation. Leverage inconsistent with the Ba3
rating could be created if Valeant continues to increase its pro
forma leverage, or if acquisition synergies do not materialize. In
addition, the B1 rating on Valeant's senior unsecured notes could
be downgraded if Valeant adds a significant amount of new secured
debt to its capital structure, even if there is no change to the
Corporate Family Rating. Conversely, Valeant's ratings could be
upgraded if Moody's believes debt/EBITDA will be sustained below
3.5 times while maintaining good organic growth rates.

Headquartered in Laval, Quebec, Valeant Pharmaceuticals
International, Inc. ("Valeant") is a multinational, specialty
pharmaceutical company that develops, manufactures, andmarkets
pharmaceutical and over-the-counter ("OTC") products, as well as
medical devices. Valeant reported $3.5 billion in net revenues in
2012.


VICTORY ENERGY: Incurs $7.1 Million Net Loss in 2012
----------------------------------------------------
Victory Energy Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $7.09 million on $326,384 of total revenues for the
year ended Dec. 31, 2012, as compared with a net loss of $4.10
million on $305,180 of total revenues during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $1.85
million in total assets, $313,114 in total liabilities and $1.54
million in total stockholders' equity.

Marcum, LLP, in Los Angeles, 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 experienced recurring losses since its inception
and has an accumulated deficit.  These conditions raise
substantial doubt regarding the Company's ability to continue as a
going concern.

The Company's quarterly report on Form 10-Q for the period ended
Sept. 30, 2013, was not filed within the prescribed time.  On
Nov. 12, 2013, the Company concluded a restatement of its annual
report on Form 10-K for the year ended Dec. 31, 2011, and its
quarterly reports for each of the quarters ended March 31, 2012,
June 30, 2012, and Sept. 30, 2012.  Together, this completed body
of work impacted the timely filing of the Quarterly Report on Form
10-Q for the period ended March 31, 2013 and the Quarterly Report
on Form 10-Q for the period ended June 30, 2013.   These two
quarterly reports must be sequentially filed and therefore the
Quarterly Report will be delayed until the prior reports are
filed.

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

                        http://is.gd/n0fLuB

                        About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.


VIGGLE INC: Incurs $24.3 Million Net Loss in Fiscal Q1
------------------------------------------------------
Viggle Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $24.28
million on $4.33 million of revenues for the three months ended
Sept. 30, 2013, as compared with a net loss of $19.46 million on
$2.05 million of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $16.06
million in total assets, $36.26 million in total liabilities,
$36.83 million in series A convertible redeemable preferred stock,
and a $57.04 million total stockholders' deficit.

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

                         http://is.gd/SGL6Qm

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


WESTERN FUNDING: Sec. 341 Creditors' Meeting Set for Nov. 21
------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of Southern
Air Holdings, Inc., et al., on Nov. 5, 2012, at 11:00 a.m.  The
meeting will be held at J. Caleb Boggs Federal Building, Room
5209, 844 King Street, in Wilmington, Delaware.

                    About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc., whose customers
usually have less-than-perfect credit, filed for Chapter 11
bankruptcy protection (Bankr. D. Nev., Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.

Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.


WESTERN FUNDING: Amends List of Top Unsecured Creditors
-------------------------------------------------------
Western Funding Inc. submitted to the Bankruptcy Court an amended
list that identifies its top 20 unsecured creditors.

  Entity                   Nature of Claim       Claim Amount
  ------                   ---------------       ------------
Cope Family Ventures        Subordinate Note       $4,198,536
920 Essex Avenue
Henderson, NV 89015

Adrianna F. Merell &       Subordinate Note        $1,163,474
Timothy Trust
35940 Camelot Circle
Wildomar, CA 92595


Timothy J. Salas            Subordinate Note         $764,073
4246 Conrad Avenue
San Diego, CA 92117

A copy of the creditors' list is available at no extra charge at:

                         http://is.gd/D9gEGw

                    About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc., whose customers
usually have less-than-perfect credit, filed for Chapter 11
bankruptcy protection (Bankr. D. Nev., Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.

Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.


YRC WORLDWIDE: Incurs $44.4 Million Net Loss in Third Quarter
-------------------------------------------------------------
YRC Worldwide Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $44.4 million on $1.25 billion of operating revenue for the
three months ended Sept. 30, 2013, as compared with net income of
$3 million on $1.23 billion of operating revenue for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $84 million on $3.65 billion of operating revenue as
compared with a net loss of $101.2 million on $3.68 billion of
operating revenue for the same period a year ago.

As of Sept. 30, 2013, the Company had $2.13 billion in total
assets, $2.79 billion in total liabilities and a $665.8 million
total shareholders' deficit.

"The decline in year-over-year consolidated operational
performance for the third quarter is primarily attributed to YRC
Freight," said YRC Worldwide CEO and recently-appointed YRC
Freight President James Welch.  "Our third quarter performance was
hindered by declines in service, manpower shortages and declines
in yield.  During the quarter, the YRC Freight network was 'out of
cycle,' which caused our service to decline in certain lanes.
Additionally, due to summer vacations and the movement of drivers
resulting from the network optimization, we were short drivers in
certain terminals which obviously impacted service in those areas.
The shortage also resulted in higher than expected overtime pay,
increased purchased transportation in certain lanes, and lower
productivity.  Finally, yield was negatively impacted by increases
in our weight per shipment, loss of volume from higher yielding
channels and declines in weight and inspection revenue."

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

                        http://is.gd/buRdCu

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.

                           *     *     *

As reported by the TCR on Aug. 2, 2013, Moody's Investors Service
affirmed the rating of YRC Worldwide, Inc., corporate family
rating at Caa3.  The ratings outlook is has been changed to
positive from stable.

"The positive ratings outlook recognizes the important progress
that YRCW has made in restoring positive operating margins through
implementation of yield management initiatives, during a period of
stabilizing demand in the less than truckload ('LTL') segment,"
the report stated.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


* Income of Non-Bankrupt Spouse Considered in Abuse Case
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the income of a non-bankrupt spouse can be considered
in deciding whether the bankruptcy of the bankrupt spouse should
be dismissed under the "totality of the circumstances" test in
Section 707(b)(3)(B).

According to the report, the case before the U.S. Court of Appeals
in Atlanta involved a non-working wife who ran up mostly credit-
card debt of $136,000 before filing in Chapter 7. The bankruptcy
judge dismissed the wife's case as "abusive" given the $5,500 in
income her non-bankrupt husband took home each month.

U.S. Circuit Judge Adalberto Jordan upheld that dismissal in an
opinion on Nov. 15.

While the wife didn't contest the notion that her husband's income
should be considered, she argued that the court should only have
considered the part of his income that went to her household
expenses.

Judge Jordan concluded that the bankruptcy judge didn't abuse
discretion in dismissing the case. He ended by saying that the
ruling should be confined to the facts of the case, in which the
husband and wife historically pooled their finances in a joint
bank account and filed joint tax returns.

The case is Kulakowski v. Walton (In re Kulakowski), 12-15294,
U.S. Court of Appeals for the 11th Circuit (Atlanta).


* JPMorgan Said to Agree to Details of $13 Billion Accord
---------------------------------------------------------
Dawn Kopecki and Tom Schoenberg, writing for Bloomberg News,
reported that JPMorgan Chase & Co. has resolved the last obstacles
to a record $13 billion settlement of civil state and U.S. probes
over the sale of mortgage bonds, clearing the way for a deal on
Nov. 18 after months of negotiations, two people briefed on the
matter said.

According to the report, the accord includes a previously
disclosed $4 billion settlement to end a 2011 Federal Housing
Finance Agency lawsuit, said one of the people, who asked not to
be identified because the discussions are private.

While the deal would mark the largest amount paid by a financial
firm in a settlement with the U.S., the Justice Department is
still probing JPMorgan's recruiting practices in Asia, energy
trading and its relationship with Ponzi scheme operator Bernard
Madoff, the report related.  The New York-based bank has tapped $8
billion of $28 billion in reserves set aside since 2010 to cover
legal costs.

"It's good they're getting this done, but it's a fairly narrow
band of cases they are settling," Jacob Frenkel, a former
Securities and Exchange Commission lawyer who's now a partner at
Shulman Rogers Gandal Pordy & Ecker PA in Potomac, Maryland, told
Bloomberg. "There are still other open investigations that this
doesn't address, and those will run their course."

JPMorgan agreed to drop litigation against the Federal Deposit
Insurance Corp. related to some bonds sold by Washington Mutual
Inc., the people said, the report added.  The bank battled with
the FDIC over who should pay some liabilities from the failed
Seattle thrift that the agency placed into receivership in 2008
while selling assets to JPMorgan. The deal doesn't resolve a
criminal probe led by the U.S. Attorney's office in Sacramento,
California, into the company's mortgage-bond sales.


* Fitch Updates Recovery Analyses for US Hospital Operators
-----------------------------------------------------------
Fitch Ratings has published updated recovery analyses for the U.S.
for-profit hospital operators rated below 'BB-', including:

-- Community Health Systems, Inc.;
-- HCA Holdings, Inc.;
-- Tenet Healthcare Corp.


* Second-Lien Debt Sales Nearing Record This Year
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that accepting greater risk for more yield, investors in
junk-bonds are making 2013 the second-most active for issuance of
second-lien debt.

According to the report, through September, $28.8 billion in
second-lien debt was sold, according to a report by Fitch Ratings.
The record was set in 2007 with $40.5 billion in second-lien bond
sales.

Fitch attributed the high level of sales to a "cyclical relaxation
of lending standards."

For taking on the extra risk on second-lien debt, purchasers are
being paid about 4 percentage points more interest, Fitch said.

About 46 percent of this year's second-lien issuances were so-
called covenant-lite loans, Fitch said. In 2011 and 2012,
covenant-lite deals were 18 percent on second-lien debt. In 2007,
covenant-lite was 14 percent.


* ABA Sticks Up for Bankruptcy Judges
-------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that a prominent lawyers group is defending the right of
bankruptcy judges to have the final say in their courtrooms, a
right upon which a 2011 Supreme Court ruling has cast doubt.

According to the report, the American Bar Association, whose
400,000 members include many of the country's lawyers and judges,
has filed a friend-of-the-court brief urging the Supreme Court to
narrowly interpret its prior ruling by confirming bankruptcy
courts' broad ability to enter final orders and judgments.

The high court shook up the bankruptcy world in 2011, when its
ruling (in an inheritance battle involving the late Anna Nicole
Smith) called into question the ability of bankruptcy judges to
hear, let alone rule, on certain bankruptcy matters, including
lawsuits, the report related.  While bankruptcy courts are part of
the federal court system, bankruptcy judges aren't so-called
Article III judges, who are confirmed by Congress and don't face
term limits. Instead, they're appointed by circuit courts and
serve 14-year terms.

The effect of the ruling in Stern v. Marshall has been to prolong
litigation, as plaintiffs and defendants battle over whether a
bankruptcy or district judge should hear their case, the report
said.

As those litigation battles have played out, courts have split as
to whether Stern v. Marshall broadly limited bankruptcy courts'
powers, the report further related.  The extent of those powers is
at issue in a new case before the Supreme Court, prompting the
ABA's brief.


* U.S. Trustees Play Musical Chairs After One Becomes Judge
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the elevation of one of the regional U.S. Trustees to
a bankruptcy judgeship set off a game of musical chairs.

According to the report, August Landis, who had been the U.S.
Trustee in Nevada, was elevated to a seat on the bankruptcy court
in Las Vegas. That appointment was announced this month by the
U.S. Court of Appeals in San Francisco, which selects bankruptcy
judges.

To fill Landis's spot, Tracy Hope Davis is to become the U.S.
Trustee for Northern and Eastern California and Nevada.  Since
2010, she has been the U.S. Trustee for New York, Connecticut and
Vermont.

To fill the Davis vacancy, William K. Harrington is expanding his
territory to cover the region previously under her wing.
Harrington will remain U.S. Trustee for Massachusetts, New
Hampshire, Maine and Rhode Island, where he has served since 2010.

U.S. Trustees are a branch of the Justice Department and serve as
the government's bankruptcy watchdog.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

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.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, 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.


                  *** End of Transmission ***