TCR_Public/131129.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, November 29, 2013, Vol. 17, No. 331

                            Headlines

1250 OCEANSIDE: Wants CRO Employment Extended Until Case Closing
1617 WESTCLIFF: Bank Says It Won't Be Paid in Full Under Plan
1617 WESTCLIFF: Asks Court to Overrule Bank's Objection
210 W. SEASPRAY: Case Summary & 4 Unsecured Creditors
216 W. SEASPRAY: Case Summary & 4 Unsecured Creditors

250 AZ: Dec. 12 Hearing on Adequacy of Information in Plan Outline
261 EAST: Inks Settlement Agreement With MB Financial Bank
261 EAST: Hearing on Amended Plan Disclosure on Dec. 16
510 SEACLIFF: Case Summary & 4 Unsecured Creditors
AES CORP: Moody's Rates $800MM Secured Bankr Credit Facility 'Ba1'

AGFEED INDUSTRIES: Ningbo Tech-Bank Cleared to Buy Chinese Assets
AIR CANADA: Moody's Hikes CFR to B3 & $100MM Notes Rating to B1
ALLIED INDUSTRIES: CohnReznick Okayed as Committee Fin'l Advisor
AMARU INC: Incurs $252K  Loss From Operations in 3rd Quarter
AMERICAN AIRLINES: Takes Delivery of 1st Airbus A321 Aircraft

AMERICAN AIRLINES: Fitch to Review Ratings After Closing of Merger
AMERICAN MEDIA: Holds Conference Call to Discuss Q2 Results
AMERICAN NATURAL: Reports $859K Net Loss in Q3 Ended Sept. 30
AMERIGO ENERGY: Incurs $181,000 Net Loss in Third Quarter
ANTIOCH COMPANY: Files Schedules of Assets and Liabilities

APPVION INC: Closes Offering of $250 Million Senior Notes
ARKANOVA ENERGY: Re-prices 3.4 Million Stock Options to $.10
ARMORWORKS ENTERPRISES: Independent Rep Defends Milbank Hiring
ARMORWORKS ENTERPRISES: Plan Outline Hearing Continued to Dec. 10
ATLANTIC COAST: Offering $42 Million Worth of Common Shares

ATP OIL: Has Until April 30 to Decide on Unexpired Leases
AXESSTEL INC: Incurs $5 Million Net Loss in Third Quarter
BIOLIFE SOLUTIONS: Appoints Raymond Cohen as Chairman
BMB MUNAI: Incurs $604K Net Loss for Third Quarter
BON-TON STORES: Declares Cash Dividends on Class A Common Stock

BON-TON STORES: GAMCO Asset Held 3.6% Equity Stake at Nov. 18
BOREAL WATER: Reports $1.3 Million Net Income in Third Quarter
BROADWAY FINANCIAL: BBCN Bancorp, et al., to Sell 17.9MM Shares
BROWN MEDICAL: Elizabeth M. Guffy Named as Chapter 11 Trustee
BUILDING #19: Has Interim OK to Conduct Out-of-Business Sales

BUILDING #19: U.S. Trustee Appoints 5-Member Creditors Committee
C&K MARKET: Taps Food Partners as Financial Advisors
C&K MARKET: Hires Great American to Conduct Store Closing Sales
CAMCO FINANCIAL: James Huston Held 8.6% Equity Stake at Nov. 14
CAPITOL BANCORP: Reports $5.8-Mil. Net Loss for Q3 of 2013

CARGO TRANSPORTATION: Conduit Cleared From Preferential Transfers
CARIBBEAN INTERNATIONAL: Buyers Save Newspaper From Shutdown
CECIL BANCORP: Incurs $4.57-Mil. Net Loss in Third Quarter
CENGAGE LEARNING: James Koch Okayed as Panel's IP Consultant
CICERO INC: Incurs $695,000 Net Loss in Third Quarter of 2013

CIRTRAN CORP: Incurs $192,500 Net Loss in Sept. 30 Quarter
CHILE MINING: Incurs $665,000 Net Loss in Sept. 30 Quarter
CHINA PRECISION: Incurs $9.6 Million Net Loss in Sept. 30 Qtr.
CHRISTIAN BROTHERS: Objections Lodged Against Plan Outline
CLEAR CHANNEL: Fitch Rates Additional Exchange Notes at 'CC/RR6'

COATES INTERNATIONAL: Reports $441K Net Loss in Third Quarter
CODA HOLDINGS: Plan Confirmation Hearing Adjourned to Jan. 21
CYCLONE POWER: Incurs $871,800 Net Loss in Third Quarter
DATAJACK INC: Incurs $546,000 Net Loss in Third Quarter
DBSI INC: Examiner's Report Admissible in "Mathews" Suit

DEWEY & LEBOEUF: Trustee Seeks $21.8MM From DiCarmine & Sanders
DEWEY & LEBOEUF: Trustee Hits Firm's Ex-Director, CFO With Suit
DUMA ENERGY: Pasquale Scaturro Appointed as New CEO
DR. TATTOFF: Reports $886,500 Net Loss in Third Quarter
E-DEBIT GLOBAL: Incurs $244,600 Net Loss in Third Quarter

EAST COAST BROKERS: Case Trustee Can Hire Read Kelley as Appraiser
EAST COAST: Motion for Extension to File Sales Pleadings "Moot"
EAU TECHNOLOGIES: Incurs $402,000 Net Loss in Third Quarter
ECO BUILDING: Incurs $1.8 Million Net Loss in Sept. 30 Quarter
EDISON MISSION: Copies of Plan and Disclosure Statement

EDISON MISSION: FTC Greenlights NRG's $2.6-Bil. Bankrupt Buy
EDISON MISSION: Court OKs CBA Extension Until December 2014
EDISON MISSION: MWG May Grant Priority Liens on Bridge Loan
EMPRESAS OMAJEDE: Court Approves G.A. Carlo-Altieri as Counsel
EPAZZ INC: Had $585,000 Net Loss in Third Quarter

EXIDE TECHNOLOGIES: Pacific Chloride Seeks Fire Damages
FIRST HORIZON: S&P Cuts ICR to 'BB+' Over Mortgage Claims Risk
FISKER AUTOMOTIVE: Targeting January Confirmation of Plan
FISKER AUTOMOTIVE: Jan. 3 Hearing on Private Sale to Hybrid
FISKER AUTOMOTIVE: $8-Mil. DIP Facility From Hybrid Wins Approval

FISKER AUTOMOTIVE: Meeting to Form Creditors' Panel on Dec. 5
FLETCHER INT'L: Trustee Has Key Settlement, Files Ch. 11 Plan
FRANKLIN COUNTY, OH: Moody's Cuts 1997A Revenue Bonds Rating to B1
FREESEAS INC: Crede CG to Sell 75 Million Common Shares
FREESEAS INC: Had $29.9-Mil. Loss for 3 Quarters Ended Sept. 30

FRESH & EASY: Creditors Balked at Asset Sale
GENELINK INC: Incurs $539K Net Loss in Quarter Ended Sept. 30
GOOD SAM: Announces Initial Results of Cash Tender Offer
GP INVESTMENTS: Fitch Affirms 'B+' LT Issuer Default Rating
GRAYMARK HEALTHCARE: Incurs $16.5-Mil. Net Loss in 3rd Quarter

GREEN FIELD ENERGY: Court Extends Schedules Filing Deadline
GREEN FIELD ENERGY: U.S. Trustee Amends Creditors' Panel
H.E.P. DIRECT: Case Summary & 20 Largest Unsecured Creditors
HARRISBURG, PA: Receivership's Extension Wins Court Approval
HARRISBURG PROSPECT: Case Summary & 20 Top Unsecured Creditors

HELIA TEC: U.S. Trustee Unable to Appoint Creditors Committee
HERTZ CORP: Moody's Rates 1st Fleet Lease Term ABS Transaction
HOLT DEVELOPMENT: Dec. 17 Hearing on Continued Cash Use
HOLT DEVELOPMENT: Heritage Bank Seeks to Foreclose on Property
HOLT DEVELOPMENT: Plan Funding Derived From Ongoing Revenue Stream

HOYT TRANSPORTATION: Can Employ Goldberg Weprin as Counsel
HT INTERMEDIATE: S&P Keeps 'B' CCR Over Upsized PIK Toggle Notes
ID PERFUMES: Incurs $1 Million Net Loss in Third Quarter
IDERA PHARMACEUTICALS: Reports $5.02-Mil. Net Loss in 3rd Quarter
IMPLANT SCIENCES: Extends Credit Agreements with DMRJ Group

INDEPENDENCE TAX IV: Has $104K Net Loss in Q3 Ended Sept. 30
INFUSYSTEM HOLDINGS: Files Copy of Presentation with SEC
INTELLIPHARMACEUTICS INT'L: FDA OKs Dexmethylphenidate Capsules
INTERFAITH MEDICAL: Judge Stong to Handle Mediation
INTERFAITH MEDICAL: Has Until Dec. 16 to File Chapter 11 Plan

INTERFAITH MEDICAL: Paladin and Aetna Propose Reorganization Plan
ISTAR FINANCIAL: Agrees to Sell $175 Million Convertible Notes
IZEA INC: CEO Ed Murphy Buys 20,000 Common Shares
JEFFERSON COUNTY, AL: Fitch Rates $395MM Sr. Revenue Notes 'BB+'
JEFFERSON COUNTY, AL: Moody's Puts Ba3 Tax Bond Ratings on Review

KIWIBOX.COM INC: Incurs $3.9 Million Net Loss in Third Quarter
LAGUNA BRISAS: Orantes Firm Can Replace Jonathan Hayes as Counsel
LANDMARK MEDICAL: Judge Signs Off Sale of Hospital
LEHMAN BROTHERS: Sues Wellmont, Americredit Over Soured Swaps
LIBERTY HARBOR: Parties in Ownership Suit Have Issues With Plan

LIGHTSQUARED INC: Dish Chairman Can Helm Bid Process
LIGHTSQUARED INC: Fortress, Centerbridge Eye Spectrum Assets
LOHREY ENTERPRISES: Calif. Court Tosses Barness Claim
LYFE COMMUNICATIONS: Gregory Parsons Held 6.7% Stake at Sept. 24
LYON WORKSPACE: Steelworkers CBA Rejected

MANASOTA GROUP: Incurs $35,000 Net Loss in Third Quarter
MANITOWOC CO: S&P Assigns 'BB' Rating to $1.05-Bil. Facilities
MONARCH COMMUNITY: Closes $16.5 Million Common Stock Offering
MONTANA ELECTRIC: Trustee Removed by Bankruptcy Judge
MOORE FREIGHT: Plan Confirmation Hearing Continued Until Jan. 14

MOUNTAIN PROVINCE: Increases Private Placement to C$29.1 Million
NATIONAL PROPERTY ANALYSTS: Reports $2.45-Mil. Loss in Q3 of 2013
NEFF VOLUNTEER: Fire Department Looks for Rescue in Drilling Deal
NEPHROS INC: Joseph Jacobs Held 62.1% Equity Stake at Nov. 12
NEWLEAD HOLDINGS: Hanover No Longer a Shareholder

NIRVANIX INC: Incentive Plan for Human Resources Officer Okayed
NNN 123: TIC Members Balk at Bid to Employ Kaye Scholer as Counsel
NNN 123: Files Amended Schedules of Assets and Liabilities
NORBORD INC: DBRS Assigns 'BB' Rating to $240MM Sr. Secured Notes
ORCHARD SUPPLY: Plan Votes Due Dec. 13

OSAGE EXPLORATION: Amends Third Quarter Form 10-Q
PACIFIC FUNDING: California Money Lender in Chapter 11
PALM BEACH CHURCH: Hires Furr and Cohen as Attorney
PALM BEACH CHURCH: Hires SmartPlan Financial as Accountant
PENN CENTRAL: Railroad Workers' Suit Finally Over After 44 Years

PERSONAL COMMUNICATIONS: Panel Hires Cousins Chipman as Counsel
PLANDAI BIOTECHNOLOGY: Incurs $753,000 Net Loss in Sept. 30 Qtr.
POSITIVEID CORP: Incurs $3.3 Million Net Loss in Third Quarter
PRESIDENTIAL REALTY: Posts $4.1 Million Net Income in 3rd Quarter
PRESSURE BIOSCIENCES: Discusses Record Third Quarter Revenue

PRIMCOGENT SOLUTIONS: Court Enters Order Converting Case to Ch. 7
REDDY ICE: S&P Revises Outlook to Negative & Affirms 'B-' CCR
REGAL ONE: Has $30,277 Net Investment Loss for Q3 Ended Sept. 30
RICEBRAN TECHNOLOGIES: Amends $18.3MM Common Shares Prospectus
SAN JOAQUIN HILLS: S&P Affirms 'BB-' Longterm Rating on Bonds

SAND TECHNOLOGY: Completely Acquired by N. Harris Computer
SANTA FE GOLD: Incurs $4-Mil. Net Loss in Quarter Ending Sept. 30
SANTORINI Y NOT: Case Summary & 20 Largest Unsecured Creditors
SEAWORLD PARKS: S&P Puts B+ Corp. Credit Rating on Watch Positive
SEGA BIOFUELS: U.S. Trustee Unable to Form Committee

SEMTECH CORP: S&P Withdraws 'BB' Corporate Credit Rating
SHELBOURNE NORTH WATER: Developer to Pay Creditors, Finish Project
SHOTWELL LANDFILL: Amends Schedules of Assets and Liabilities
SHOTWELL LANDFILL: Balks at Bid for Ch.11 Trustee or Examiner
SIMPLY WHEELZ: Taps Epiq Bankruptcy as Noticing & Claims Agent

SINO-FOREST CORP: SDNY Court Recognizes & Enforces E&Y Settlement
SOLAR POWER: Incurs $3.6 Million Net Loss in Third Quarter
SOUTH LOUISIANA ETHANOL: 5th Cir. Affirms Dismissal of CHS Suit
STRATUS MEDIA: Incurs $1.5 Million Net Loss in Third Quarter
STEREOTAXIS INC: Rights Offering Expired November 21

SUNTECH POWER: To Appeal NYSE Regulation Decision to Delist ADRs
SUPERTEL HOSPITALITY: Reports $1.7-Mil. Net Income in Q3 of 2013
TANDY BRANDS: Incurs $872,000 Net Loss in Quarter Ended Sept. 30
TEE INVESTMENT: Ch.11 Trustee Can Employ Hartman as Attorney
THERMOENERGY CORP: Incurs $655,000 Net Loss in Q3 Ended Sept. 30

TIMIOS NATIONAL: Signs Employment Agreements with CEO & CFO
UNITEK GLOBAL: Red Oak Held 10.3% Equity Stake at Nov. 14
UNILAVA CORP: Reports $453K Net Loss in Quarter Ended Sept. 30
UNITED BANCSHARES: Has $333K Net Loss in Quarter Ended Sept. 30
UNIVERSAL BIOENERGY: Incurs $313,700 Net Loss in Sept. 30 Qtr.

USMART MOBILE: Incurs $6.4 Million Net Loss in Third Quarter
VELATEL GLOBAL: Posts $357,000 Net Income in Third Quarter
VELTI INC: Rip Creditors' Chapter 11 Sale Gripes
VERMILLION INC: Has $2.31-Mil. Net Loss for Quarter Ended Sept. 30
VERTICAL COMPUTER: Incurs $761,000 Net Loss in Third Quarter

VUZIX CORP: Reports $1.8 Million Net Loss in Third Quarter
W.R. GRACE: Files Post-Confirmation Report for Q3 2013
W.R. GRACE: Dec. 18 Hearing on Bid for Qualified Settlement Fund
W.R. GRACE: Seeks Revision to Order Hiring Blackstone
WAVE SYSTEMS: Names William Solms CEO and Director

WESTERN FUNDING: Judge Advances Bankruptcy-Exit Plan
WESTERN FUNDING: High Ridge Partners Okayed as Financial Advisors
WESTERN FUNDING: Withdraws Bid to Hire FTI as Investment Banker
YOU ON DEMAND: Has $4.29-Mil. Loss for Nine Months Ended Sept. 30
WORLD SURVEILLANCE: Has $1.05-Mil. Loss in Quarter Ended Sept. 30

* Pa. High Court Affirms Bank's $11MM Confession of Judgment

* BOOK REVIEW: Land Use Policy in the United States


                            *********


1250 OCEANSIDE: Wants CRO Employment Extended Until Case Closing
----------------------------------------------------------------
1250 Oceanside Partners asks the U.S. Bankruptcy Court for the
District of Hawaii to extend until the closing of its bankruptcy
case, the employment of G. Rick Robinson as chief restructuring
officer.

By order dated May 8, 2013, the Court authorized the Debtor to
employ Mr. Robinson as CRO under these terms:

   1. Mr. Robinsons' appointments as CRO will be for a period
      of six months from and after the date of the entry of an
      order approving the application;

   2. Mr. Robinson will be paid $15,000 per month, plus general
      excise tax thereon, and will be reimbursed for all travel
      and other necessary expenses; and

   3. in the event an order confirming the Debtors' reorganization
      plan is entered during the six month-period, Mr. Robinson
      will be paid a bonus of $25,000.

Pursuant to the terms of the engagement, Mr. Robinson's employment
as CRO was scheduled to expire Nov. 8.

The Debtor requested that, among other things:

   -- Mr. Robinson's appointment as CRO is extended until the
      closing of the bankruptcy cases;

   -- Mr. Robinson will be paid $15,000 per month, plus general
      excise tax thereon, and will be reimbursed for all travel
      and other necessary expenses; and

   -- Mr. Robinson will be paid a $15,000 bonus after the Court
      enters an order closing the case.

                  About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, owners of the 1,800-acre Hokuli'a luxury real
estate development near Kona on the island of Hawaii, sought
Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353)
on March 6, 2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were
part of his development "empire", which included developments
in Hawaii, Arizona, New Mexico and Scotland.  The secured
lender, Bank of Scotland, declared a default and obtained
control of the Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront
on the Kona coast, stopped after the developers were declared
in default under the loan.  Oceanside and Front Nine own most
of the land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as
"Keopuka", near Hokuli'a.  The Hokuli'a was to have 730
residential units, an 18-hole golf course, club and other
amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D.
Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in
its restructuring effort.  They replaced the law firm of Gelber,
Gelber & Ingersoll as general counsel.

1250 Oceanside Partners, its affiliates and lender Sun Kona
Finance I LLC, won court approval of the disclosure statement
explaining a reorganization plan that would turn over ownership to
its secured lender.  Sun Kona would provide a $65 million exit
facility to help make payments under the plan and to fund the
reorganized company when it leaves court protection.

A creditors committee has not been appointed.

James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi &
Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel.


1617 WESTCLIFF: Bank Says It Won't Be Paid in Full Under Plan
-------------------------------------------------------------
Secured creditor Wells Fargo Bank, N.A., as Trustee for the
Registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2004-C3, objects to Debtor 1617 Westcliff, LLC's proposed
Disclosure Statement describing Debtor's Modified First Amended
Chapter 11 Plan of Reorganization.

According to Secured Creditor, the sole remaining issue in the
Debtor's Chapter 11 case is a dispute over whether Secured
Creditor or the Debtor's insider, Dr. Rettig, is entitled to
approximately $630,000 in undisbursed sales proceeds sitting in
escrow following the Court approved Section 363 sale of the
Debtor's real property back in the beginning of September.
"Whatever the outcome of this dispute, creditors will be paid in
full."

Secured Creditor says the disputed funds represent contractual,
accrued default interest that must be paid to Secured Creditor in
satisfaction of its allowed, fully secured claim.  "Accordingly,
the Disclosure Statement should not be approved because the Plan
does not provide for payment in full of Secured Creditor's claim,
rendering the Plan unconfirmable on its face.  Moreover, from a
practical standpoint, since this dispute is the only issue
standing in the way of confirmation (and, indeed, closing this
case), Secured Creditor submits that it should be addressed now
rather than later in the confirmation process."

A copy of Wells Fargo's Objection is available at:

         http://bankrupt.com/misc/1617westcliff.doc232.pdf

As reported in the TCR on Nov. 5, 2013, the revised Disclosure
Statement explains that the First Amended Plan filed on July 1,
2013, proposes two possible means of paying creditors:

  (1) To sell the Debtor's real property asset before
      confirmation, enabling the Debtor to pay creditors in full
      from sales proceeds upon or before the Effective Date, thus
      curing all defaults upon confirmation and allowing for
      elimination of default interest on a secured claim; or

  (2) To sell the property post-confirmation, enabling the Debtor
      to pay creditors in full but not effecting cure at
      confirmation, thus not allowing the Debtor to eliminate
      default interest.

The Debtor was able to sell its real property asset prior to
confirmation of the Plan for an amount sufficient to pay all
creditors in full: the Court therefore ordered Debtor to modify
its Plan so that creditors would understand clearly what Debtor
had done and would do through the First Amended Plan.

A redline copy of the Disclosure Statement dated Oct. 18 is
available at:

   http://bankrupt.com/misc/1617WESTCLIFF_DSredlineOct18.PDF

                      About 1617 Westcliff

1617 Westcliff, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 12-19326) on Aug. 2, 2012, in Santa
Ana, California.  The Debtor estimated assets of $10 million to
$50 million and liabilities of $1 million to $10 million.
Bankruptcy Judge Mark S. Wallace oversees the case.  Sarah C.
Boone, Esq., and D. Edward Hays, Esq., at Marshack Hays LLP, serve
as the Debtor's counsel.

The Debtor filed the plan of liquidation and disclosure statement
on July 1, 2013, seeking to accomplish payment of creditors in
full by reorganizing its personal assets and liabilities through
the sale of its only substantial asset, a commercial real property
commonly known as 1617 Westcliff Drive, in Newport Beach,
California.  The property, according to court documents, is a
mixed use, Class B building mostly occupied by medical office
space.  It comprises 32,000 square feet of rentable space in a
single two-story building situated on approximately 1.56 acres of
land in an up-scale commercial district of Newport Beach.


1617 WESTCLIFF: Asks Court to Overrule Bank's Objection
----------------------------------------------------------
1617 Westcliff, LLC, says the proposed Disclosure Statement
describing its Modified First Amended Chapter 11 Plan of
Reorganization should be approved and the bank's objection should
be overruled.

According to the Debtor, it proposed a Chapter 11 Plan of
Reorganization which included a provision that Debtor would sell
the real property asset of the Estate on or before the Effective
Date of the Plan and use the proceeds of that sale to pay all
components of Wells Fargo Bank, N.A.'s secured claim excepting
only default interest.

"Pursuant to applicable Ninth Circuit law, that would allow Debtor
to "cure" the claim through the Plan and thereby eliminate the
Bank's entitlement to the default interest.  Debtor accordingly
marketed the property, located a buyer, sought the Court's
approval of the sale, and closed the sale.  Debtor's Plan proposed
the sale as the primary and preferred means of effecting Debtor's
reorganization, and Debtor's subsequent sale motion referenced the
Plan and asserted that the sale was to effect the terms of the
Plan.  Upon closing, Debtor did indeed pay to the Bank the
undisputed portion of the Bank's claim, comprising principal
balance, prepayment premium, late charges, note rate interest,
costs, and fees, in the total amount of $7,667,145.09.  Pending
Plan confirmation, Debtor segregated the $532,860.31 of default
interest as calculated by the Bank-and, at the Bank's demand, an
additional $100,000 of amounts otherwise payable to Debtor.

"In other words, Debtor did everything right under the Bankruptcy
Code and applicable case law to effect cure of the Bank's claim
and eliminate the default interest.  Yet, ignoring every relevant
factual circumstance and event in this case, the Bank claims that
the sale was "outside the context of a Chapter 11 Plan" and
complains that Debtor cannot "bootstrap" the sale of the Property
into a Chapter 11 Plan.  To the contrary, the Bank cannot rewrite
everything that has occurred in this case and escape the
consequences of Debtor's hard work and successes in this
bankruptcy merely by pretending that a sale-proposed by a Plan,
properly approved by the Court, and effected in contemplation of
and in the context of the provisions of a previously filed and
pending Plan-is entirely unrelated to the Debtor's Plan of
Reorganization."

Thus, the Debtor requests that the Court overrule the Bank's
objections and approve Debtor's Disclosure Statement so that the
case may proceed to confirmation of the Plan, including cure of
all defaults and elimination of default interest.

          http://bankrupt.com/misc/1617westcliff.doc237.pdf

                      About 1617 Westcliff

1617 Westcliff, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 12-19326) on Aug. 2, 2012, in Santa
Ana, California.  The Debtor estimated assets of $10 million to
$50 million and liabilities of $1 million to $10 million.
Bankruptcy Judge Mark S. Wallace oversees the case.  Sarah C.
Boone, Esq., and D. Edward Hays, Esq., at Marshack Hays LLP, serve
as the Debtor's counsel.

The Debtor filed the plan of liquidation and disclosure statement
on July 1, 2013, seeking to accomplish payment of creditors in
full by reorganizing its personal assets and liabilities through
the sale of its only substantial asset, a commercial real property
commonly known as 1617 Westcliff Drive, in Newport Beach,
California.  The property, according to court documents, is a
mixed use, Class B building mostly occupied by medical office
space.  It comprises 32,000 square feet of rentable space in a
single two-story building situated on approximately 1.56 acres of
land in an up-scale commercial district of Newport Beach.


210 W. SEASPRAY: Case Summary & 4 Unsecured Creditors
-----------------------------------------------------
Debtor: 210 W. Seaspray, LLC
        210 W. Seaspray Road
        Ocean City, NJ 08226

Case No.: 13-36034

Chapter 11 Petition Date: November 27, 2013

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

Judge: Hon. Gloria M. Burns

Debtor's Counsel: Richard J. Kwasny, Esq.
                  KWASNY & REILLY
                  53 South Main St.
                  Yardley, PA 19067
                  Tel: (215) 321-0300
                  Fax: (215) 321-9336
                  Email: kwasnylaw@aol.com

Estimated Assets: not indicated

Estimated Liabilities: $1 million to $10 million

The petition was signed by Marc Marrone, managing member.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb13-36034.pdf


216 W. SEASPRAY: Case Summary & 4 Unsecured Creditors
-----------------------------------------------------
Debtor: 216 W. Seaspray, LLC
        216 W. Seaspray Road
        Ocean City, NJ 08226

Case No.: 13-36031

Chapter 11 Petition Date: November 27, 2013

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

Judge: Hon. Gloria M. Burns

Debtor's Counsel: Richard J. Kwasny, Esq.
                  KWASNY & REILLY
                  53 South Main St.
                  Yardley, PA 19067
                  Tel: (215) 321-0300
                  Fax: (215) 321-9336
                  Email: kwasnylaw@aol.com

Estimated Assets: not indicated

Estimated Liabilities: $1 million to $10 million

The petition was signed by Marc Marrone, managing member.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb13-36031.pdf


250 AZ: Dec. 12 Hearing on Adequacy of Information in Plan Outline
------------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Dec. 12, 2013, at
11 a.m. to consider the adequacy of information in the First
Amended Disclosure Statement explaining 250 AZ LLC's First Amended
Plan of Reorganization dated Nov. 4, 2013.

As reported in the Troubled Company Reporter on Nov. 13, 2013, the
First Amended Disclosure Statement updates information on the
Debtor's case including data on Chiquita Center and the litigation
captioned, Columbia Development Corporation vs. City of
Cincinnati, et al., Case No. A1201721.

The First Amended Disclosure Statement also modifies language on
the summary of the Plan.  According to the Disclosure Statement,
the development parcels held by the Debtor are at the juncture of
becoming marketable and sustainable once the conditional zoning
issues are resolved.  It will be necessary for the Debtor to
provide, and it intends to provide, a subsidy to the Claim of the
first mortgage holder during the first 18 months of the Plan as it
develops the ground leasing program or build to suit program that
will be attractive for these parcels.  The Debtor also during the
time period necessary to complete the development of the Quick
Trip store and negotiate new leases or buildings on the other
parcels subsequent to obtain permanent zooming on the property on
the corner of La Cholla and Magee in Tucson.

The Plan is paying the allowed secured claim of the first mortgage
holder on each rental property and on the development parcels.
Under the Plan, in addition to the payments of the allowed secured
claims, the Debtor will pay to the Class 15 unsecured creditors
who file timely proofs of claim a Pro Rata share of the funds paid
to that class.  The Debtor is paying a minimum of $10,000 to the
Class 15 General Unsecured crediors per year over a five-year
period.  Those creditors would receive nothing in a liquidation,
according to the Debtor.

A full-text copy of the First Amended Disclosure Statement dated
Nov. 4, 2013, is available for free at:

             http://bankrupt.com/misc/250_AZ_1ds.pdf

                        About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.  In its schedules,
the Debtor disclosed $25 million in assets and $70.8 million in
liabilities.  250 AZ owns an 84.70818% tenant in common interest
in a 29-story office building located at 250 East Fifth Street, in
Cincinnati, Ohio.

The Debtor is represented by Dennis M. Breen, III, Esq., and John
E. Olson, Esq. at Breen Olson & Trenton, LLP as counsel.

The U.S. Trustee said an official committee of unsecured creditors
has not been appointed because an insufficient number of persons
holding unsecured claims against the company have expressed
interest in serving on a committee.


261 EAST: Inks Settlement Agreement With MB Financial Bank
----------------------------------------------------------
261 East 78 Realty Corporation asks the U.S. Bankruptcy Court for
the Southern District of New York to approve the Debtor's
Settlement Agreement with MB Financial Bank, N.A.  The MB
Settlement Agreement, inter alia, effectively resolves all pending
disputes between the respective parties in the pending Adversary
Proceeding No. 13-01000 that Debtor filed against MB on Jan. 2,
2013, and the Debtor's Chapter 11 case.

The hearing to consider the approval of the settlement will be
held on Nov. 26, 2013, at 9:45 a.m.

According to papers filed with the Court, MB has filed in the
Debtor's Chapter 11 case a secured claim in the amount of
$17,674,827.28 plus continuing default rate interest, advances,
costs and legal fees thereon.

On Jan. 2, 2013, the Debtor filed Adversary Proceeding No. 13-
01000 against MB, alleging various claims against MB arising out
of alleged lender liability related acts (the "Lender Liability
Action").  MB initially moved to dismiss the complaint, after
which the Debtor amended its complaint.  On July 17, 2013, MB
filed an answer to the amended complaint, essentially denying all
of the allegations contained therein.  The matter was set down for
discovery and is currently in the discovery stage.

The Debtor submits that approval of the MB Settlement Agreement is
in its best interest since the agreement materially reduces MB's
secured claim against the Property, waives its rights to
distribution on its almost $7 million deficiency unsecured claim
and allows the Debtor a realistic opportunity to confirm a plan
which will result in distributions to all of the Debtor's
creditors.

Absent the settlement, MB's secured claim, if allowed in full,
would materially diminish if not wholly eliminate any return to
the Debtor's creditors or its estate or, at a minimum, the estate
will incur additional risk, cost, time delay and expense of
prosecuting the Lender Liability Action.

The MB Settlement Agreement further provides that in the event a
final, non-appealable order confirming the First Amended Plan is
not entered within 90 days after the execution of the MB
Settlement Agreement, upon five-days' notice served on the Debtor
and creditors and filed with the Court, MB Financial will be
entitled to relief from the automatic stay, without further order
of the Bankruptcy Court, to resume the Foreclosure Action.
Accordingly, by the motion, the Debtor seeks conditional relief
from the automatic stay in favor of MB to effectuate the terms of
the MB Settlement Agreement.

A summary of the terms of the MB Settlement Agreement is available
at http://bankrupt.com/misc/261east.doc147.pdf

                          About 261 East

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

Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise
& Wiederkehr, LLP, in White Plains, N.Y., represents the Debtor as
counsel.

Matthew W. Olsen, Esq., at Katten Muchin Rosenman LLP, in New
York, N.Y., represents MB Financial Bank, N.A., as counsel.


261 EAST: Hearing on Amended Plan Disclosure on Dec. 16
-------------------------------------------------------
261 East 78 Realty Corporation filed with the U.S. Bankruptcy
Court for the Southern District of New York on Nov. 15, 2013, a
First Amended Disclosure Statement describing the Debtor's First
Amended Plan of Reorganization dated Nov. 15, 2013.

The hearing to consider approval of the First Amended Disclosure
Statement will be held on Dec. 16, 2013, at 9:45 a.m.  Objections
are due by Dec. 9, 2013.

The secured creditor and general unsecured creditors (Class 2 and
3) are Impaired under the Plan:

    * Class 2 consists of the Allowed Secured Claim of MB
Financial Bank, N.A.  The treatment of MB'S Class 2 will be in
accordance with the terms of the MB Settlement Agreement.  MB,
subject to occurrence of the Effective Date, will waive its right
to distribution (but not to vote) on account of its Class 3 Claim,

    * Class 3 consists of the claims of Allowed Unsecured
Creditors, including (a) any Claims of Hermes Capital LLC, if
Allowed, (b) and Claims of Central Consulting & Contracting, Inc.,
if Allowed and (c) the Allowed Class 3 Claim of MB in the amount
of $6,974,827.28.  The holders of Class 3 Claims will each
receive, upon the final allowance of all Class 3 Claims, a Pro
Rata distribution from Plan Fund Account after payment in full of
all Allowed Administrative Expense Claims, Allowed Professional
Fee Claims, United States Trustee Fees, and Allowed Priority
Claims, in full and final satisfaction of any and all liens,
mortgages, encumbrances, interests or Claims of any kind,
including but not limited to (a) the disputed mortgage lien and
Claim held by Hermes and (b) the mechanics' lien and Claim filed
by Central Consulting & Contracting, Inc.

Lee Moncho is the 100% holder of equity interests in the Debtor
(Class 4).  Class 4 Interests will be canceled upon the Effective
Date of the Plan and will receive no distribution on account of
Class 4 Interests.

A copy of the First Amended Disclosure Statement is available at:

            http://bankrupt.com/misc/261east.doc151.pdf

                          About 261 East

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

Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise
& Wiederkehr, LLP, in White Plains, N.Y., represents the Debtor as
counsel.

Matthew W. Olsen, Esq., at Katten Muchin Rosenman LLP, in New
York, N.Y., represents MB Financial Bank, N.A., as counsel.


510 SEACLIFF: Case Summary & 4 Unsecured Creditors
--------------------------------------------------
Debtor: 510 Seacliff, LLC
        510 Seacliff Road
        Ocean City, NJ 08226

Case No.: 13-36029

Chapter 11 Petition Date: November 27, 2013

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

Judge: Hon. Judith H. Wizmur

Debtor's Counsel: Richard J. Kwasny, Esq.
                  KWASNY & REILLY
                  53 South Main St.
                  Yardley, PA 19067
                  Tel: (215) 321-0300
                  Fax: (215) 321-9336
                  Email: kwasnylaw@aol.com

Estimated Assets: not indicated

Estimated Liabilities: $1 million to $10 million

The petition was signed by Marc Marrone, managing member.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb13-36029.pdf


AES CORP: Moody's Rates $800MM Secured Bankr Credit Facility 'Ba1'
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of AES Corporation
(AES) including the Corporate Family Rating (CFR) and senior
unsecured rating at Ba3, the Probability of Default Rating (PDR)
at Ba3-PD, the subordinated debt rating at B2, as well as the SGL-
2 speculative grade liquidity rating. Concurrent with this rating
action Moody's assigned a Ba1 rating to AES' US$800 million senior
secured bank credit facility maturing in July 2018. The rating
outlook for AES is stable.

Ratings Rationale:

The affirmation of the ratings is largely driven by the successful
implementation of cost saving initiatives and the disposal of less
strategic assets ($239 million net during the first nine months of
2013), along with the overall balanced allocation of the proceeds
from a credit perspective. This includes further strengthening of
the AES parent company balance sheet with the additional reduction
by around US$300 million of its recourse debt during this period
coupled with shareholder policies that include a modest dividend
distributions and share repurchase program. This should help AES
to exhibit key financial metrics at both the parent level and on a
consolidated basis that overall remain commensurate with those of
the lower Ba-rating range. Specifically, Moody's anticipates that
AES' 3-year average ratio of consolidated and parent operating
cash flow (POCF, defined as total subsidiary distributions less
parent overhead costs and parent interest expense) to consolidated
and parent-only debt will hover between 8% and 10%, respectively,
with consolidated and parent only interest coverage of at least
2.0x. The rating acting further acknowledges the improved
liquidity profile with the extension earlier this year of its
US$800 million revolving credit facility to 2018 from January
2015.

AES' Ba3 CFR reflects the company's leverage profile and the
structural subordination of its recourse debt to the significant
amount of non-recourse debt in its consolidated capital structure
at the operating subsidiary level. Structural constraints are
somewhat mitigated by the diversification provided by AES' large
number of subsidiaries, the group's wide geographic distribution
and balanced fuel mix, as well as the significant proportion of
the subsidiaries' cash flows that are subject to stable regulation
or long-term contracts. That said, the rating is tempered by the
group's increased reliance on the cash distributions from
subsidiaries that operate in less predictable environments and the
headwinds faced by some of AES' key utility subsidiaries that
diminish their ability to upstream cash flows to AES. The latter
includes the transition to market rates and the restructuring of
its Ohio-based utility business DPL, Inc (Ba2 senior unsecured,
stable), the parent company of The Dayton Power and Light Company
(DP&L: Baa3 Issuer Rating; stable). It further considers the
significant environmental investments of Indianapolis Power and
Light Company (IPL; Baa2; senior unsecured, under review for
possible upgrade) the subsidiary of IPALCO Enterprises (Ba1 senior
secured; review for possible upgrade) as well as the reduced
dividends from AES's Brazilian business following the reduction of
the tariffs of Eletropaulo Metropolitana Eletricidade de Sao Paolo
(third tariff review).

The Ba3 CFR further acknowledges AES' strategy to shift away from
portfolio development and more toward portfolio rationalization
along with its commitment to control costs after management's
recent increase of its cost savings target by $55 million to $200
million by 2015. The rating further considers AES' commitment to
exit markets where it does not have either a competitive advantage
or a strong platform for expansion while focusing on growing its
strategic assets. It further acknowledges the group's efforts to
seek strategic partners to alleviate the financial burden
associated with several new projects, for example partnering with
Google for its 266MW Mount Signal solar project, or with
Mitsubishi Corporation and Antofagasta Minerals S.A. who will hold
a 40% interests in the 472MW (net) two units Cochrane coal-fired
and the 520MW Alto Maipo run-of the river projects currently
pursued by the Chilean AES Gener (Baa3, stable).

AES' liquidity remains adequate and its speculative grade
liquidity rating of SGL-2 reflects good liquidity prospects for
the next twelve months based upon internal holding company cash
flow generation, access to external facilities and ample covenant
headroom under the company's credit facilities. AES has almost
full availability under its $800 million revolving credit facility
due in July 2018. AES has also publicly disclosed its intention to
maintain at year-end around US$100 million cash on hand after the
uses this year of the parent company's cash flows for dividend
distributions ($119 million), share repurchases ($63 million),
debt repayment (including $300 million recourse debt). Around
US$190 million of investments in subsidiaries and up to US$268
million additional investments are still to be allocated. This
includes its potential participation with around $100 million in
Gener's capital increase early next year.

AES stable rating outlook reflects Moody's expectation that the
company will continue to implement its asset rationalization
program, execute a balanced capital allocation that supports the
company in recording credit metrics that are commensurate with the
rating category on both a consolidated and parent only basis. The
stable rating outlook further considers Moody's view that a
reasonable transition to market rates will ultimately materialize
in Ohio.

In light of the expected decline in POCF to the 8-10% range and
the challenges AES faces in Ohio, limited near-term prospects
exist for AES' ratings to increase.

AES' ratings could face downward pressure if the parent level
financial metrics of POCF to debt falls below 8% for an extended
period.

Assignments:

Issuer: AES Corporation, (The)

  Senior Secured Bank Credit Facility Jul 26, 2018, Assigned Ba1

  Senior Secured Bank Credit Facility Jul 26, 2018, Assigned a
  range of LGD2, 16 %

Outlook Actions:

Issuer: AES Corporation, (The)

  Outlook, Remains Stable

Issuer: AES Trust III

  Outlook, Remains Stable

Affirmations:

Issuer: AES Corporation, (The)

  Probability of Default Rating, Affirmed Ba3-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-2

  Corporate Family Rating, Affirmed Ba3

  Multiple Seniority Shelf Feb 26, 2016, Affirmed (P)B2

  Multiple Seniority Shelf Feb 26, 2016, Affirmed (P)Ba3

  Senior Unsecured Regular Bond/Debenture May 15, 2023, Affirmed
  Ba3

  Senior Unsecured Regular Bond/Debenture Oct 15, 2015, Affirmed
  Ba3

  Senior Unsecured Regular Bond/Debenture Oct 15, 2017, Affirmed
  Ba3

  Senior Unsecured Regular Bond/Debenture Mar 1, 2014, Affirmed
  Ba3

  Senior Unsecured Regular Bond/Debenture Jun 1, 2020, Affirmed
  Ba3

  Senior Unsecured Regular Bond/Debenture Apr 15, 2016, Affirmed
  Ba3

  Senior Unsecured Regular Bond/Debenture Jul 1, 2021, Affirmed
  Ba3

Issuer: AES Trust III

  Pref. Stock Preferred Stock Oct 15, 2029, Affirmed B2

The AES Corporation is a globally diversified power holding
company that owns a portfolio of electricity generation and
distribution businesses in 20 countries. AES' assets are largely
financed on a non-recourse basis and include a combination of
regulated utilities and merchant/contracted generating facilities.
In total, AES has ownership interests in more than 40,000 MWs of
generating capacity across the globe.


AGFEED INDUSTRIES: Ningbo Tech-Bank Cleared to Buy Chinese Assets
-----------------------------------------------------------------
Marie Beaudette, writing for a bankruptcy judge cleared AgFeed
Industries Inc. to sell the stock in the unit that holds its
Chinese assets to China's Ningbo Tech-Bank Co. for $52.9 million.

                     About AgFeed Industries

AgFeed Industries, Inc., has 21 farms and five feed mills in China
producing more than 250,000 hogs annually. In the U.S., the
business included 10 sow farms in three states and two feed mills
producing more than one million hogs a year. AgFeed's revenue in
2012 was $244 million.

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

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

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

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


AIR CANADA: Moody's Hikes CFR to B3 & $100MM Notes Rating to B1
---------------------------------------------------------------
Moody's Investors Service upgraded Air Canada's corporate family
rating (CFR) to B3 from Caa1, probability of default rating to B3-
PD from Caa1-PD, first lien senior secured rating to B1 from B2
and second lien senior secured rating to Caa1 from Caa2. The
company's speculative grade liquidity rating was raised to SGL-2
from SGL-3. The ratings on Air Canada's 2013-1 Class A, Class B
and Class C Pass Through Trust Certificates were upgraded by one
notch to Baa2, Ba3, and B2, respectively. The rating outlook has
been changed to stable from positive.

Issuer: Air Canada

  Corporate Family Rating to B3 from Caa1

  Probability of Default Rating to B3-PD from Caa1-PD

  US$100M 1st Lien Senior Secured Revolver due 2017 to B1, LGD2,
  24% from B2, LGD2, 24%

  US$300M 1st Lien Senior Secured TLB due 2019 to B1 LGD2, 24%
  from B2, LGD2, 24%

  US$400M 1st Lien Senior Secured Notes due 2019 to B1 LGD2, 24%
  from B2, LGD2, 24%

  C$300M 1st Lien Senior Secured Notes 2019, to B1, LGD2, 24% from
  B2, LGD2, 24%

  US$300M 2nd Lien Senior Secured Notes due 2020, to Caa1 LGD4,
  58% from Caa2, LGD4, 58%

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

  Outlook to Stable from Positive

Issuer: Air Canada 2013-1 Pass Through Trusts

  US$424M Senior Secured Enhanced Equipment Trust, A Tranche to
  Baa2 from Baa3

  US$182M Senior Secured Enhanced Equipment Trust, B Tranche to
  Ba3 from B1

  US$108M Senior Secured Enhanced Equipment Trust, C Tranche to B2
  from B3

  Outlook to Stable from Positive

Ratings Rationale:

"The upgrade of Air Canada's ratings is driven by its strong
operating performance over the past few quarters", said Darren
Kirk, Vice President and Senior Credit Officer with Moody's. "The
company has demonstrated solid load factors, good yield management
and significant cost reduction measures while pressures from its
considerable pension burden have eased. This has given us
increased confidence that Air Canada will sustain its adjusted
Debt/ EBITDA below 7x and that it will maintain good liquidity
through the next couple of years", Kirk added.

Air Canada's B3 corporate family rating incorporates the company's
elevated financial leverage, growing competition from lower-cost
carriers, and Moody's expectation that the significant capacity
additions planned by Air Canada and its primary domestic
competitor will inhibit near term earnings growth. The rating also
considers the company's very high cost structure arising from its
legacy carrier status and Moody's expectation that Air Canada's
annual free cash flow will be modestly consumptive into the medium
term as significant wide-body aircraft purchases cause capital
expenditures to remain elevated. Favorably, the rating reflects
Air Canada's meaningful scale, leading market share of domestic,
trans-border and international routes in and out of Canada and
benefits from its position in the Star Alliance network.

The upgrade of Air Canada's liquidity rating is driven by Moody's
expectation that Air Canada's operating cash flows will mostly
cover increasing capital expenditures through 2014, enabling cash
balances to remain in excess of $2 billion through this timeframe.
Moody's expects Air Canada will end 2013 with about $2.2 billion
of cash which is more than sufficient to fund approximately $150
million of expected cash consumption in 2014, about $175 million
in excess pension contributions and $300 million in debt repayment
obligations. External liquidity sources include about $650 million
in committed funding for aircraft purchases in 2014 (including an
estimated $500 million from Boeing as a backstop for 787
purchases) and a $100 million unused revolver. The liquidity
rating also captures Air Canada's minimum cash balance requirement
in its primary credit card agreement, and the fact that nearly all
of its existing assets are already pledged.

Air Canada's senior secured instrument ratings have been assigned
pursuant to Moody's loss-given-default (LGD) methodology. That
methodology indicates the first lien senior secured debt and
second lien senior secured debt would normally be rated Ba3 and B3
respectively. Moody's has applied a one notch override down to
this outcome. The override considers that rising discount rates
and the implementation of recent pension amendments may results in
a reduction to the underfunded pension burden (about $3 billion on
an accounting basis at year end 2012) which would reduce the lift
to the instrument ratings.

Moody's uses its estimates of current market value when assessing
the loan-to-value ("LTVs") of an enhanced equipment trust
certificate ("EETC") financing. Moody's estimates the peak LTVs of
the A, B and C tranches at about 52%, 74%, and 87%, respectively.
The peak LTVs are expected to occur at the first distribution date
of May 15, 2014.The EETC ratings also reflect Moody's opinion of
the importance of the five Boeing B777-300ER aircraft that
collateralize the transaction to the company's long-haul network
strategy, the international interests subject to the Cape Town
Convention and the support of the Class A and Class B liquidity
facilities.

The stable ratings outlook reflects Moody's expectation that Air
Canada's earnings and debt levels will remain relatively flat
through 2015 such that its leverage remains between 6.5-7x.

An upgrade of Air Canada's CFR could occur if adjusted leverage is
sustained below 6x and cash is maintained above 15% of revenues.
Downward rating pressure on Air Canada's CFR could occur if Debt/
EBITDA is forecast to rise above 8x or should cash trend towards
10% of revenues.

Headquartered in Saint-Laurent, Quebec, Air Canada is the largest
provider of scheduled passenger services in Canada. Revenues for
2012 were approximately $12 billion.


ALLIED INDUSTRIES: CohnReznick Okayed as Committee Fin'l Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has granted the Official Committee of Unsecured Creditors
permission to retain CohnReznick LLP as the Committee's financial
advisor, effective as of Sept. 30, 2013.

As reported in the TCR on Oct. 30, 2013, the Committee requires
CohnReznick LLP to:

   (a) gain an understanding of Debtor's corporate structure and
       other related parties, if any;

   (b) gain an understanding of the Debtor's financial condition;

   (c) perform an assessment of the Debtor's projected profit and
       loss and cash requirements;

   (d) prepare and review both a dividend analysis pursuant to the
       proposed Plan of Reorganization and a liquidation analysis
       to determine the potential return to unsecured creditors
       under each scenario;

   (e) determine cash requirements to confirm proposed Plan of
       Reorganization;

   (f) perform an assessment of the Debtor's business plan which
       is the basis of the Debtor's Plan of Reorganization;

   (g) monitor the Debtor's weekly operating results and
       compliance with applicable Bankruptcy Court orders;

   (h) communicate findings to the Committee;

   (i) assist the Committee in negotiating the key terms of a Plan
       of Liquidation/Reorganization; and

   (j) render such assistance as the Committee and its counsel may
       deem necessary.

CohnReznick LLP will be paid at these hourly rates:

       Partners/Senior Partner       $585-$800
       Managers/Senior Managers/
       Directors                     $435-$620
       Other Professional Staff      $275-$410
       Paraprofessionals               $185

CohnReznick LLP will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Bernard A. Katz, partner of CohnReznick LLP, 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 Allied Industries

Allied Industries, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case. No. 13-11948) on March 21, 2013.  The petition was
signed by Ernesto Gutierrez as president and chief executive
officer.  The Debtor scheduled assets of $13,086,216 and
scheduled liabilities of $7,457,365.  Dheeraj K. Singhal, Esq.,
and Dixon L. Gardner, Esq. at DCDM Law Group, P.C., serve as the
Debtor's counsel.


AMARU INC: Incurs $252K  Loss From Operations in 3rd Quarter
------------------------------------------------------------
Amaru, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a loss
from operations of $252,470 on $6,800 of revenues for the three
months ended Sept. 30, 2013, as compared with a loss from
operations of $259,515 on $3,530 of revenues for the same period a
year ago.

For the nine months ended Sept. 30, 2013, the Company incurred a
loss from operations of $799,262 on $20,750 of revenues as
compared with a loss from operations of $708,484 on $6,643 of
revenues for the same period a year ago.

As of Sept. 30,2013, the Company had $1.81 million in total
assets, $3.32 million in total liabilities and a $1.51 million
total stockholders' deficit.

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

                        http://is.gd/0kgW6S

                     Amends Q3 2012 Form 10-Q

Amaru Inc. has amended its quarterly report for the period ended
Sept. 30, 2012.  As restated, the Company reported a loss from
operations of $259,515 on $3,530 of revenues for the three months
ended Sept. 30, 2012, as compared with net income including
noncontrolling interest of $683,062 on $3,530 of total revenue
as originally reported.  The Company's restated balance sheet at
Sept. 30, 2013, showed $3.07 million in total assets, $3.57
million in total liabilities and a $496,938 total stockholders'
deficit.  The Company previously reported $3.28 million in total
assets, $3.08 million in total liabilities and $195,261 in total
stockholders' equity as of Sept. 30, 2012.  A copy of the Form 10-
Q, as amended, is available for free at http://is.gd/zckAEo

                           About Amaru Inc.

Singapore-based Amaru, Inc., a Nevada corporation, is in the
business of broadband entertainment-on-demand, streaming via
computers, television sets, PDAs (Personal Digital Assistant) and
the provision of broadband services.  The Company's business
includes channel and program sponsorship (advertising and
branding); online subscriptions, channel/portal development
(digital programming services); content aggregation and
syndication, broadband consulting services, broadband hosting and
streaming services and E-commerce.

Wei, Wei & Co., LLP, in Flushing, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has sustained accumulated losses from operations
totaling $41,220,399 and $41,322,752 at Dec. 31, 2012, and 2011,
respectively, the Company's continued losses from operations and
the difficulty it has had in raising adequate additional
financing.  These conditions and the Company's lack of significant
revenue, raise substantial doubt about the Company's ability to
continue as going concern.


AMERICAN AIRLINES: Takes Delivery of 1st Airbus A321 Aircraft
-------------------------------------------------------------
Continuing its fleet renewal momentum this year, American Airlines
took delivery of the first Airbus A321 Transcontinental aircraft,
complete with fully lie-flat First and Business Class seats.  The
new aircraft is scheduled to enter service next year, making
American the only U.S. carrier to offer customers more choices
with a three-class configuration when flying between New York and
Los Angeles, and New York and San Francisco.

"As the only airline to offer a three-class transcontinental
service, we're delivering on what our customers flying between
New York and the West Coast value," said Virasb Vahidi,
American's Chief Commercial Officer.  "With fully lie-flat seats
in the premium cabins, new menu options, and enhanced amenities,
the A321T aircraft allows us to provide our customers with
amenities that, until now, have traditionally been reserved for
those traveling internationally."

American will begin operating the A321T between New York's John F.
Kennedy International Airport (JFK) and Los Angeles International
Airport (LAX) in January.  The aircraft will initially operate two
of American's daily flights between JFK and LAX and will operate
all frequencies between the two airports in June, when American
increases its frequencies to 13 daily flights.  The A321T will
also begin flying between JFK and San Francisco International
Airport (SFO) in March 2014 and will operate all frequencies
between the two airports in June, when American increases its
frequencies to five daily flights.

On the road to building a younger and more modern fleet, American
plans to take delivery of nearly 60 new aircraft total by the end
of the year, including new Boeing 777-300ERs, Boeing 737-800s,
Airbus A319s and Airbus A321Ts.  The airline will continue its
fleet renewal program in 2014 with more new aircraft deliveries,
including the Boeing 787, which is scheduled to join American's
fleet late next year.

                      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: Fitch to Review Ratings After Closing of Merger
------------------------------------------------------------------
Fitch Ratings has affirmed the ratings for AMR Corp. and its
primary operating subsidiary American Airlines, Inc. at 'D'.

American Airlines continues to operate under chapter 11
protection following the company's November 2011 bankruptcy
filing. American is expected to exit bankruptcy and
simultaneously close its merger with US Airways in the first half
of December. Emergence from bankruptcy follows the company's
recently announced settlement with the Department of Justice over
anti-trust issues regarding the merger. Fitch will review the
ratings for American Airlines, US Airways, and all related EETCs
upon finalization of the bankruptcy process and the closing of
the merger.

Fitch has taken the following rating actions:

AMR Corp.

--Issuer Default Rating (IDR) affirmed at 'D'.

American Airlines, Inc.

--IDR affirmed at 'D'.

                      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 MEDIA: Holds Conference Call to Discuss Q2 Results
-----------------------------------------------------------
American Media, Inc., held a conference call at 4:30 p.m., Eastern
Standard Time, on Nov. 19, 2013, to discuss its financial results
for the fiscal quarter and six months ended Sept. 30, 2013.  The
Company filed its quarterly report on Form 10-Q for the quarter
ended Sept. 30, 2013, with the Securities and Exchange Commission
on Nov. 14, 2013.

                        About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a
prepackaged plan.  The Debtors emerged from Chapter 11
reorganization in December 2010, handing ownership to former
bondholders.  The new owners include hedge funds Avenue Capital
Group and Angelo Gordon & Co.

American Media incurred a net loss of $55.54 million on $348.52
million of total operating revenues for the fiscal year ended
March 31, 2013, as compared with net income of $22.29 million on
$386.61 million of total operating revenues for the fiscal year
ended March 31, 2012.

The Company's balance sheet at Sept. 30, 2013, showed $589.68
million in total assets, $665.27 million in total liabilities,
$4.07 million in redeemable noncontrolling interest, and a $79.66
million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Nov. 20, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Boca Raton, Fla.-
based American Media Inc. to 'CCC+' from 'SD'.

"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 NATURAL: Reports $859K Net Loss in Q3 Ended Sept. 30
-------------------------------------------------------------
American Natural Energy Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $859,425 on $853,381 of revenues for the
three months ended Sept. 30, 2013, compared to a net loss of $1.21
million on $515,952 of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $20 million
in total assets, $15.47 million in total liabilities, and
stockholders' equity of $4.53 million.

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

                        http://is.gd/16ELmS

                       About American Natural

American Natural Energy Corporation is a Tulsa, Oklahoma based
independent exploration and production company with operations in
St. Charles Parish, Louisiana.

American Natural Energy Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $3.31 million on $2.09 million of total revenues for
the year ended Dec. 31, 2012, as compared with a net loss of
$905,792 on $1.99 million of total revenues during the prior year.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company incurred a net loss in 2012 and has a working capital
deficiency and an accumulated deficit at Dec. 31, 2012.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern.


AMERIGO ENERGY: Incurs $181,000 Net Loss in Third Quarter
---------------------------------------------------------
Amerigo Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $181,356 on $804 of total revenue for the three months ended
Sept. 30, 2013, as compared with a net loss of $50,144 on $215 of
total revenue for the same period during the previous year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $527,758 on $2,073 of total revenue as compared with a
net loss of $145,657 on $878 of total revenue for the same period
last year.

The Company's balance sheet at Sept. 30, 2013, showed $2.36
million in total assets, $2.86 million in total liabilities and a
$499,798 total stockholders' deficit.

"The Company has incurred cumulative net losses of approximately
$16,431,661 since its inception and requires capital for its
contemplated operational and marketing activities to take place.
The Company's ability to raise additional capital through the
future issuances of the common stock is unknown.  The obtainment
of additional financing, the successful development of the
Company's contemplated plan of operations, and its transition,
ultimately, to the attainment of profitable operations are
necessary for the Company to continue operations.  The ability to
successfully resolve these factors raise substantial doubt about
the Company's ability to continue as a going concern," the Company
said in the Quarterly Report.

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

                        http://is.gd/6r4vi6

                           About Amerigo

Henderson, Nevada-based Amerigo Energy, Inc., is aggressively
looking for potential oil leases to acquire as well as businesses
which will fit with the Company's strategy.  Its wholly-owned
subsidiary, Amerigo, Inc., incorporated in Nevada on Jan. 11,
2008, holds minimal assets, including oil lease interests.


ANTIOCH COMPANY: Files Schedules of Assets and Liabilities
----------------------------------------------------------
The Antioch Company, LLC, filed with the Bankruptcy Court for the
District of Minnesota its amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,235,290
  B. Personal Property           $31,285,953
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                      $253
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $3,265,707
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $24,631,618
                                 -----------      -----------
        TOTAL                    $33,521,243      $27,897,578

                     About The Antioch Company

St. Cloud, Minn.-based scrapbook company The Antioch Company and
six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn.
Case No. 13-41898) in Minneapolis on April 16, 2013.  Antioch
disclosed $10 million to $50 million in both assets and debts.

The affiliates that separate filed for Chapter 11 are Antioch
International-Canada LLC, Antioch International LLC, zeBlooms LLC,
Antioch Framers Supply LLC, Antioch International-New Zealand LLC,
and Creative Memories Puerto Rico, LLC.

Founded in 1926, Antioch and its affiliates make up one of the
world's preeminent suppliers of scrapbooks, related accessories,
and photo solutions for memory preservation through the direct
sales channel.  The Debtors also go by business names Creative
Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame
of Mind and Webway.

Antioch has 200 employees and currently has operations through the
Debtor companies and foreign subsidiaries in the United States,
Canada, Japan, Australia, and New Zealand. In 2012, the Company's
net revenue was approximately $93.8 million and it had a net loss
of $3.7 million.

Antioch previously sought bankruptcy protection in 2008 (Bankr.
S.D. Ohio Case No. 08-35741).

In the 2013 case, the U.S. Trustee appointed a seven-member
creditors committee.  Faegre Baker Daniels LLP serves as its
counsel.  Crowe Horwath LLP serves as its financial advisor.


APPVION INC: Closes Offering of $250 Million Senior Notes
---------------------------------------------------------
Appvion, Inc., formerly Appleton Papers Inc., closed its
previously announced offering of $250 million aggregate principal
amount of Second Lien Senior Secured Notes due 2020 in a private
offering exempt from the registration requirements under the
Securities Act of 1933, as amended.  The Notes were sold to
investors at a price of 98.501 percent of the principal amount
thereof and will bear interest at a rate equal to 9.000 percent
per annum.

Contemporaneously with the closing of the offering of the Notes,
Appvion irrevocably deposited approximately $238.2 million with
U.S. Bank National Association, in its capacity as the trustee for
Appvion's 9 3?4 percent Senior Subordinated Notes due 2014 and the
trustee for Appvion's 11.25 Percent Second Lien Notes due 2015, to
redeem all of its outstanding Existing Notes on Dec. 19, 2013.
The amount deposited with U.S. Bank National Association includes
payment of principal amounts, accrued and unpaid interest on the
Existing Notes and an estimated make-whole premium payable to the
holders of the 11.25 percent Notes.  Pursuant to the terms of the
indenture governing the 11.25 percent Notes, the final make-whole
premium will be determined on Dec. 17, 2013.  Subject to any
adjustment to the amount of funds deposited with U.S. National
Association to reflect the final make-whole premium payable to
holders of the 11.25 percent Notes, Appvion intends to use the
remaining amount of the net proceeds to pay fees and expenses
related to the redemption of the Existing Notes and the offering
of the Notes and to repay amounts outstanding under Appvion's
revolving credit facility.

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

                       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.


ARKANOVA ENERGY: Re-prices 3.4 Million Stock Options to $.10
------------------------------------------------------------
Arkanova Energy Corporation, on Nov. 15, 2013, re-priced 3,425,000
stock options granted to directors, officers, employees and
consultants to $0.10 and extended the expiry dates of the stock.
The option agreements previously signed will remain in full force
and effect and will be amended solely to amend the exercise price
and the expiry date.  Pierre Mulacek, Reginald Denny and Erich
Hofer each abstained from approving the amendments with respect to
their own respective options.  A copy of the Form 8-K disclosure
is available for free at http://is.gd/B1gjLc

                         About Arkanova

Austin, Tex.-based Arkanova Energy Corporation is a junior
producing oil and gas company and is also engaged in the
acquisition, exploration and development of prospective oil and
gas properties.  It holds mineral leases in Delores County, Lone
Mesa State Park, Colorado and leasehold interests located in
Pondera and Glacier Counties, Montana.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, MaloneBailey, LLP, in Houston, Texas,
expressed substantial doubt about Arkanova Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred cumulative losses since inception and has
negative working capital.

The Company's balance sheet at March 31, 2013, showed $2.56
million in total assets, $9.94 million in total liabilities and a
$7.37 million total stockholders' deficit.


ARMORWORKS ENTERPRISES: Independent Rep Defends Milbank Hiring
--------------------------------------------------------------
Grant Lyon, the Court-appointed independent debtor representative,
responded to the objection filed by Armorworks Enterprises, LLC,
et al., and the Official Committee of Unsecured Creditors, to the
IDR's application to employ Paul S. Aronzon, Esq., and the law
firm of Milbank, Tweed, Hadley & McCloy LLP, as his special
counsel.

The IDR asserted that, among other things:

   a. the proposed scope of Milbank's services is tied to the
      scope of authority granted to the IDR and, thus,
      appropriate;

   b. The IDR's retention of out-of-state counsel is not
      prohibited by any applicable precedent and will not result
      in duplication of efforts; and

   c. Milbank's retention nunc pro tunc to the date of appointment
      of the IDR is reasonable and appropriate.

The IDR added that prior to the filing of the Milbank employment
application, the IDR, through Milbank, previewed the proposed
modifications of the DIP Order with counsel to the DIP lender.
Although the DIP lender has not formally consented, the IDR and
Milbank are unaware of any objection by the DIP lender to the
proposed modifications.

The Debtors and the Committee, in their statement of position,
said there is no provision in the protocol order issued by the
Court for separate counsel on the IDR's behalf, and the
application is not authorized under the protocol order.
Accordingly, the Debtors want to clarify their position regarding
the IDR's role in the case.

The IDR sought entry of an order (a) authorizing the IDR to retain
Milbank, at the expense of the Debtors' estates, to provide legal
services in connection with the IDR's rights, duties, tasks and
obligations under the Protocol Order and the Protocol, subject to
and in compliance with, the applicable provisions of the
Bankruptcy Code, Bankruptcy Rules, Local Rules and the U.S.
Trustee Guidelines, and (b) clarifying that Milbank's
communications with the IDR will be subject to the attorney-client
privilege, the attorney work-product doctrine and any other
applicable privileges that may apply to Milbank and the IDR in
connection with Milbank's representation of the Independent Debtor
Representative, to the fullest extent permitted under applicable
law.

In addition, the IDR requested that the DIP order be appropriately
modified to include Milbank's fees and expenses, as administrative
expenses of the estate, within the definition and scope of the
carve-out and the professionals' carve-out as those terms are used
in, and subject to, the DIP Order.

According to the IDR, Milbank will, among other things:

   a) advise the IDR in connection with his various rights,
      duties, tasks and obligations as set forth in the protocol
      order and the protocol, as each may be amended or modified
      from time to time, including, but not limited, to a
      potential sale of all or a portion of the Debtors'
      businesses and assets; and

   b) assist the IDR in performing all of his various rights,
      duties, tasks and obligations as set forth in the protocol
      order and the protocol, as each may be amended or modified
      from time to time, including, but not limited, to a
      potential sale of all or a portion of the Debtors'
      businesses and assets.

Milbank will be compensated at its standard hourly rates, as:

         Partners                            $925 - $1,160
         Of Counsel                          $845 - $1,045
         Associates and Senior Attorneys     $375 -   $780
         Legal Assistants                    $135 -   $305

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

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd., as
financial advisor.  ArmorWorks estimated $10 million to $50
million in assets and liabilities.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

The Plan filed in the Debtors' cases would resolve the ongoing
dispute with C Squared by allowing ArmorWorks to redeem C
Squared's 40% minority interest, or alternatively, allow C Squared
to purchase the 60% majority interest of AWI.

ArmorWorks and TechFiber sought and obtained an order (i)
transferring the In re TechFiber, LLC chapter 11 case to the
Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.


ARMORWORKS ENTERPRISES: Plan Outline Hearing Continued to Dec. 10
-----------------------------------------------------------------
The Hon. Brenda Moody Whinery of the U.S. Bankruptcy Court for the
District of Arizona continued until Dec. 10, 2013, at 2:00 p.m.,
the hearing to consider the adequacy of the Disclosure Statement
explaining Armorworks Enterprises, LLC, and Techfiber, LLC's
Second Amended Joint Plan of Reorganization dated Oct. 10, 2013.
Objections, if any, are due Dec. 3 at 4:00 p.m.

Pursuant to the Court's order, the hearing scheduled for Nov. 14
was used as a status hearing only.

As reported in the Troubled Company Reporter on Oct. 22, 2013, the
Debtors and the Official Committee of Unsecured Creditors filed
with the Court a Second Amended Disclosure Statement explaining
the Second Amended Joint Plan of Reorganization.

The Debtors and the Committee propose to satisfy all claims
against and equity security interests in the Debtors, in whole or
in part, through a sale or sales of the assets or equity of the
Debtors of the Debtors and the Non-debtor subsidiaries of
ArmorWorks under the Plan (the "Transaction").  Following the
closing of such a sale or sales, the proceeds will be distributed
to creditors and the members of ArmorWorks in accordance with the
Plan.

                  Summary of Treatment for Claims

Unless paid sooner, or a different treatment is consented
to in writing by DIP Lender, the DIP Obligations will be paid in
full and in cash on the Effective Date before the payment of any
other Claims against the Debtors, other than Vendor Administrative
Claims, which will be paid as they are incurred in the ordinary
course of business.

The prepetition Equity Security of ArmorWorks in TechFiber will be
an Allowed interest, and ArmorWorks will retain all such Equity
Security in TechFiber, as reorganized, under the Plan.  Class 8
Equity Security interests are unimpaired under the Plan, and
holders of Class 8 Equity Security are not entitled to vote on the
Plan.

Unsecured Claims against ArmorWorks in Class 4 will accrue
interest from and after the Effective Date at the rate of 3.25%
per annum simple interest.  After the payment in full of all
Administrative Claims and all Priority Claims, holders of
Allowed Class 4 Claims will be paid on the latest of ten (10)
Business Days after the Closing Date or the allowance of the
Claim.  If insufficient funds are available to pay all Allowed
Unsecured Claims in full, holders of Allowed Class 4 Unsecured
Claims will be paid their Pro Rata share, on a pari pasu basis
with TechFiber Unsecured Claims in Class 5, of all amounts
available to distribute to Unsecured Creditors.  The payment
obligations to holders of Allowed Class 4 Claims will be secured
by a lien (the "GUC Lien") on all of Debtors' assets.

TechFiber Unsecured Claims in Class 5 will accrue interest from
and after the Effective Date at the rate of 3.25% per annum simple
interest.  After the payment in full of all Administrative Claims
and all Priority Claims, holders of Allowed Class 5 Claims will be
paid on the latest of 10 Business Days after the Closing
Date or the allowance of the Claim.  If insufficient funds are
available to pay all Allowed Unsecured Claims in full, holders of
Allowed Class 5 Unsecured Claims will be paid their Pro Rata
share, on a pari pasu basis with Class 4, of all amounts available
to distribute to Unsecured Creditors.  The payment obligations to
holders of Allowed Class 5 Claims will be secured by the GUC Lien.

Pursuant to 11 U.S.C. Section 510(b), Member Unsecured Claims in
Class 6 will be subordinate in payment to all other Allowed Claims
against the Debtors, and all fees and expenses of the Independent
Debtor Representative.  Allowed Class 6 Claims will be paid on the
latest of the allowance of the Claim and 5 days after all other
Allowed Claims against the Debtors have been paid.  No interest
will be paid to holders of Allowed Class 6 Claims.

Class 7 consists of the 40% Member Equity Security of C Squared
and the 60% Member Equity Security of ArmorWorks, Inc. ("AWI") in
ArmorWorks, which will be Allowed Equity Security interests under
the Plan.  On the Closing Date, at closing, all Member Equity
Security in ArmorWorks will be cancelled.  In accordance with 11
U.S.C. Section 1129(b)(2)(C)(i), in full and final satisfaction
of their respective Member Equity Security in ArmorWorks, each
Member first will receive the value of their Equity Security after
the payment of all Allowed Claims against the Debtor, including
all Sale Expenses, all fees and expenses of the Independent Debtor
Representative, and all post-petition liabilities of the
Reorganized Debtors (to the extent such post-petition obligations
are not assumed by the buyer at closing under the Transaction).

Subsidiary General Unsecured Claims in Class 9 will be deemed
satisfied as a result of the closing of the Transaction and no
distributions will be made under the Plan to holders of Class 9
Claims.

A copy of the Second Amended Disclosure Statement is available at:

     http://bankrupt.com/misc/ARMORWORKS_ENTERPRISES_2ds.pdf

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd., as
financial advisor.  ArmorWorks estimated $10 million to $50
million in assets and liabilities.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

The Plan filed in the Debtors' cases would resolve the ongoing
dispute with C Squared by allowing ArmorWorks to redeem C
Squared's 40% minority interest, or alternatively, allow C Squared
to purchase the 60% majority interest of AWI.

ArmorWorks and TechFiber sought and obtained an order (i)
transferring the In re TechFiber, LLC chapter 11 case to the
Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.


ATLANTIC COAST: Offering $42 Million Worth of Common Shares
-----------------------------------------------------------
Atlantic Coast Financial Corporation, the holding company for
Atlantic Coast Bank, has commenced an underwritten public offering
of $42 million of its common stock.  FBR Capital Markets & Co. is
acting as the sole book-running manager for the offering.  The
Company expects to grant the underwriters a 30-day option to
purchase up to an additional 15 percent of the shares of common
stock sold, solely to cover over-allotments, if any.  The offering
is subject to market conditions, and there can be no assurance as
to whether or when the offering may be completed.

The Company intends to use the net proceeds of the offering for
general corporate purposes, including contributing substantially
all of the net proceeds of the offering to the Bank to maintain
capital ratios at required levels and to support growth in the
Bank's loan and investment portfolios.

                       About Atlantic Coast

Jacksonville, Florida-based Atlantic Coast Financial Corporation
is the holding company for Atlantic Coast Bank, a federally
chartered and insured stock savings bank.  It is a community-
oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on
the Jacksonville metropolitan area.

The Company reported a net loss of $6.66 million on $33.50 million
of total interest and dividend income for the year ended Dec. 31,
2012, as compared with a net loss of $10.28 million on $38.28
million of total interest and dividend income in 2011.  Total
assets were $714.1 million at Sept. 30, 2013, compared
with $772.6 million at Dec. 31, 2012, as the Company has
continued to manage asset size consistent with its overall
capital management strategy.

As of Sept. 30, 2013, Atlantic Coast had $714.11 million in total
assets, $684.23 million in total liabilities and $29.87 million in
total stockholders' equity.

McGladrey LLP, in Jacksonville, 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 suffered recurring losses from operations that have
adversely impacted capital at Atlantic Coast Bank.  The failure to
comply with the regulatory consent order may result in Atlantic
Coast Bank being deemed undercapitalized for purposes of the
consent order and additional corrective actions being imposed that
could adversely impact the Company's operations.  This raises
substantial doubt about the Company's ability to continue as a
going concern.


ATP OIL: Has Until April 30 to Decide on Unexpired Leases
---------------------------------------------------------
The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the
Southern District of Texas extended until April 30, 2014, ATP Oil
& Gas Corporation's deadline to assume or reject office leases.

On Oct. 17, 2013, the Court approved an asset purchase agreement
pursuant to which Bennu Oil and Gas LLC purchased certain shelf
and deepwater assets from the Debtor.  In connection with the APA,
Bennu is in the process of determining whether it will assume or
reject certain of the Debtor's unexpired leases.

According to the Debtor, extension of the lease decision deadline
will provide Bennu time to transition the operations it acquired
pursuant to the APA at the Debtor's current and long-time office
location.  The extension will also provide Bennu time to
determine, based on its business operations and needs, whether to
continue with the Office Leases, either on their current or
amended terms, or move to a new location.

Meanwhile, the Bankruptcy Court was slated to convene a hearing on
Nov. 21, 2013, at 1:30 p.m. to consider approval of a stipulation
extending ATP Oil & Gas' deadline to assume or reject certain of
its unexpired leases of nonresidential property.  The Debtor and
the U.S. Department of the Interior has stipulated to extend the
current 365(d)(4) deadline (i) for the 363 Sale Leases to and
including Feb. 28, 2014; and (ii) for the other remaining leases
to and including Dec. 31, 2013, all without prejudice to the
Debtor's right to seek further extensions.

The Debtor and DOI are party to certain unexpired real estate
leases, right of ways, and right of uses and easements.  The
remaining unexpired leases consist of (a) those Leases, ROWs and,
RUEs that are the subject of the Debtor's pending 363 sale of
assets to Bennu, for which the Court granted final approval by
order dated Oct. 17, 2013; (b) other Leases, RUEs and ROWs for
which the Debtor is pursuing transactions that may result in their
assignment to predecessors in title on such properties or their
designees; and (c) the other remaining unexpired leases and that
will be deemed rejected by agreement of the Debtor and the DOI
following the expiration of the Current 365(d)(4) deadline.

                           About ATP Oil

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

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

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

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

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


AXESSTEL INC: Incurs $5 Million Net Loss in Third Quarter
---------------------------------------------------------
Axesstel, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $5.03 million on $299,001 of revenues for the three months
ended Sept. 30, 2013, as compared with net income of $2.12 million
on $16.32 million of revenues for the same period during the prior
year.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss of $7.49 million on $11.64 million of revenues as
compared with net income of $3.49 million on $43.89 million of
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $9.23
million in total assets, $23.33 million in total liabilities and a
$14.10 million total stockholders' deficit.

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

                         http://is.gd/6CeZOe

                           About Axesstel

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

Axesstel disclosed net income of $4.31 million for the year ended
Dec. 31, 2012, as compared with net income of $1.09 million during
the prior year.


BIOLIFE SOLUTIONS: Appoints Raymond Cohen as Chairman
-----------------------------------------------------
BioLife Solutions, Inc., has appointed current board director
Raymond Cohen as non-executive Chairman of the Board, replacing
Mike Rice, president & CEO, who remains in that role and on the
board.

Mr. Cohen is currently the Chairman of the Board of Lombard
Medical Technologies, PLC, a UK public medical device company.  He
is also Chairman of the Board of JenaValve Technology, Inc., a
privately held, Munich-based medical device company.  Mr. Cohen is
also a director of Spectrum Pharmaceuticals, Syncroness, Inc., and
LoneStar Heart, Inc.  He was most recently the chief executive
officer of Vessix Vascular, Inc., and led its November 2012
acquisition by Boston Scientific, a deal valued at up to $425
million.

Mr. Cohen will receive a salary of $10,000 per month for his role
as non-executive Chairman.  This compensation will be in lieu of
the compensation to which the Chairman is otherwise entitled as a
Director and a participant in committees of the Board.  Mike Rice,
the former Chairman of the Board, will remain a Director as well
as the Company's president and chief executive officer.

The Company also announced that Joe Schick, a senior financial
leader for several high growth companies, has joined its board of
directors, replacing Roderick de Greef, who resigned from the
board to devote time to his personal interests.  Schick is
currently the chief financial officer of Corbis Corporation, a
privately held global digital media company.  Concurrent with the
commencement of his service as a director, Schick was also
nominated and appointed Chairman of the Company's Audit Committee.

In a long and successful finance career starting at Arthur
Andersen, Schick brings public company financial experience from
his tenure with Expedia from 1999 through 2006 where he held roles
of increasing scope and responsibility, including serving as the
Senior Vice President of Finance.  Since 2006, Schick has been the
Chief Financial Officer at Vertafore, a software company, and at
Talyst, a hardware/software pharmacy automation company, before
joining Corbis earlier this year.  He holds a B.S. degree in
Accounting from the University of Illinois, and is a Certified
Public Accountant.

Mike Rice, BioLife Solutions CEO, commented, "These appointments
really strengthen our board and will be very beneficial as we
execute our growth strategies.  I am very pleased with the
appointment of Ray Cohen as Chairman and with the addition of Joe
Schick to our board of directors.  Both have deep experience in
corporate strategy, fundraising, and M & A activities.  We're
actively seeking complementary products and technologies to
license and acquire to enable BioLife to offer a broader portfolio
of biopreservation tools, some of which may require fundraising,
so having Ray more involved and Joe participating in these
activities will be very helpful."

Rice continued, "Our board wishes to thank Rod de Greef for his
many years of leadership, strategic consulting, and service on
BioLife's board of directors.  Rod was invaluable in assisting
management and the board in transforming BioLife into the valuable
enterprise it is today."

                       About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

BioLife Solutions disclosed a net loss of $1.65 million in 2012,
as compared with a net loss of $1.95 million in 2011.  As of Sept.
30, 2013, the Company had $3.20 million in total assets, $16.06
million in total liabilities and a $12.85 million total
shareholders' deficiency.


BMB MUNAI: Incurs $604K Net Loss for Third Quarter
--------------------------------------------------
BMB Munai, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $603,876 on $nil of revenues for the three months ended Sept.
30, 2013, compared to a net loss of $1.03 million on $nil of
revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $9.21
million in total assets, $8.81 million in total liabilities, and
stockholders' equity of $405,239.

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

                        http://is.gd/ETnTEX

                          About BMB Munai

Based in Almaty, Kazakhstan, BMB Munai, Inc., is a Nevada
corporation that originally incorporated in the State of Utah in
1981.  Since 2003, its business activities have focused on oil and
natural gas exploration and production in the Republic of
Kazakhstan through its wholly-owned operating subsidiary Emir Oil
LLP.  Emir Oil holds an exploration contract that allows the
Company to conduct exploration drilling and oil production in the
Mangistau Province in the southwestern region of Kazakhstan until
January 2013.  The exploration territory of its contract area is
approximately 850 square kilometers and is comprised of three
areas, referred to herein as the ADE Block, the Southeast Block
and the Northwest Block.

BMB Munai incurred a net loss of $3.08 million for the year ended
March 31, 2013, as compared with a net loss of $139.21 million for
the year ended March 31, 2012.  The Company's balance sheet at
June 30, 2013, showed $10.08 million in total assets, $9.08
million in total liabilities, all current, and $1 million in total
shareholders' equity.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued
a "going concern" qualification on the consolidated financial
statements for the year ended March 31, 2013.  The independent
auditors noted that BMB Munai has no continuing operations that
result in positive cash flow.  This situation raises substantial
doubt about its ability to continue as a going concern.


BON-TON STORES: Declares Cash Dividends on Class A Common Stock
---------------------------------------------------------------
The Bon-Ton Stores, Inc.'s Board of Directors declared a cash
dividend of five cents per share on the Class A Common Stock and
Common Stock of the Company payable Feb. 3, 2014, to shareholders
of record as of Jan. 17, 2014.

                       About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 11 furniture galleries, in 24 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

Bon-Ton Stores disclosed a net loss of $21.55 million for the year
ended Feb. 2, 2013, as compared with a net loss of $12.12 million
for the year ended Jan. 28, 2012.  The Company's balance sheet at
Aug. 3, 2013, showed $1.58 billion in total assets, $1.53 billion
in total liabilities and $49.70 million in total shareholders'
equity.

                             *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on The Bon-Ton
Stores Inc.


BON-TON STORES: GAMCO Asset Held 3.6% Equity Stake at Nov. 18
-------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, GAMCO Asset Management Inc. and its
affiliates disclosed that as of Nov. 18, 2013, they beneficially
owned 637,397 shares of common stock of The Bon-Ton Stores, Inc.,
representing 3.63 percent of the shares outstanding.  A copy of
the regulatory filing is available at http://is.gd/YnmS5P

                        About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 11 furniture galleries, in 24 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

Bon-Ton Stores disclosed a net loss of $21.55 million for the year
ended Feb. 2, 2013, as compared with a net loss of $12.12 million
for the year ended Jan. 28, 2012.  The Company's balance sheet at
Aug. 3, 2013, showed $1.58 billion in total assets, $1.53 billion
in total liabilities and $49.70 million in total shareholders'
equity.

                           *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on The Bon-Ton
Stores Inc.


BOREAL WATER: Reports $1.3 Million Net Income in Third Quarter
--------------------------------------------------------------
Boreal Water Collection, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $1.29 million on $571,794 of sales for the three
months ended Sept. 30, 2013, as compared with a net loss of
$279,408 on $779,029 of sales for the same period during the prior
year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $1 million on $1.64 million of sales as compared with a
net loss of $612,453 on $2.12 million of sales for the same period
a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $3.58
million in total assets, $2.66 million in total liabilities and
$918,250 in total stockholders' equity.

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

                        http://is.gd/iSGzTI

                         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.

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.


BROADWAY FINANCIAL: BBCN Bancorp, et al., to Sell 17.9MM Shares
---------------------------------------------------------------
Broadway Financial Corporation filed a Form S-1 registration
statement with the U.S. Securities and Exchange Commission
relating to the resale or other disposition by BBCN Bancorp, Inc.,
Butterfield Trust (Bermuda) Limited, Cathay General Bancorp, Inc.,
et al., of up to 17,956,700 shares of common stock.

The Company is not offering any shares of common stock for sale
pursuant to this prospectus and will not receive any of the
proceeds from sales of the shares covered hereby.

The Company's common stock is currently traded on the NASDAQ
Capital Market under the symbol "BYFC."  As of Nov. 18, 2013, the
closing sale price for the Company's common stock as reported by
the NASDAQ Capital Market was $1.19 per share.

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

                        http://is.gd/YiOYZu

                      About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System.  The Bank is currently regulated by
the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation.

Broadway Financial disclosed net income of $588,000 on
$19.89 million of total interest income for the year ended
Dec. 31, 2012, as compared with a net loss of $14.25 million on
$25.11 million of total interest income during the prior year.

Crowe Horwath LLP, in Sacramento, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.

The Company's balance sheet at Sept. 30, 2013, showed $345.67
million in total assets, $320.08 million in total liabilities and
$25.58 million in total stockholders' equity.


BROWN MEDICAL: Elizabeth M. Guffy Named as Chapter 11 Trustee
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved the appointment of Elizabeth M. Guffy as the Chapter 11
trustee for Brown Medical Center, Inc.

The Court earlier directed Judy A. Robbins, the U.S. Trustee, to
appoint a Chapter 11 trustee for the Debtor.

Ronald J. Sommers, in his dual capacity as Chapter 11 trustee for
the bankruptcy estate of Michael G. Brown, and authorized
representative of Brown Medical Center, Inc., had asked the Court
for:

   i) appointment of Chapter 11 trustee for Brown Medical Center;
      and

  ii) appointment a chief restructuring officer for the Essential
      Business Entities.

According to Mr. Summers, appointment of a separate, disinterested
fiduciary for Brown Medical Center and the Essential Business
Entities will foster public confidence in the bankruptcy system.

                        About Brown Medical

Houston, Texas-based Brown Medical Center, Inc., is a management
company that historically served as the epicenter of the operating
business enterprise directly or indirectly owned or controlled by
Michael Glyn Brown, including six surgery centers and related
facilities.  The Company sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 15, 2013 (Case No. 13-36405, Bankr.
S.D.Tex.).  The case is assigned to Judge Marvin Isgur.

Brown Medical Center is represented by Spencer D. Solomon, Esq.,
at Nathan Sommers Jacobs, P.C., in Houston, Texas.


BUILDING #19: Has Interim OK to Conduct Out-of-Business Sales
-------------------------------------------------------------
On Nov. 12, 2013, the U.S. Bankruptcy Court for the District of
Massachusetts entered an interim order authorizing Building #19,
Inc., et al. to: (a) conduct going out of business sales free and
clear of liens pursuant to sections 363(b) and (f) of the
Bankruptcy Code, and (b) enter into an agreement with Gordon
Brothers Retail Partners, LLC, to provide consulting services with
respect to the liquidation of the Debtors' assets.

These creditors assert liens on the Debtor's assets: (i) JFLP
Financial Group, and (ii) William Elovitz.  The Court has not been
asked to rule, and it does not rule, that any asserted lien is
valid or perfected.

In the event that Gordon Brothers' retention as a consultant to
the Debtors is denied because Gordon Brothers' is not
disinterested (as that term is defined by the Bankruptcy Code),
after notice and a hearing, Gordon Brothers will be paid its out
of pocket expenses incurred pursuant to the GB Agreement between
Nov. 6, 2013, and the date of the entry of the order denying
Gordon Brothers' retention.

In the event that the Store Closing Motion is not finally
approved, and subject to paragraph 4 of the Order, Gordon Brothers
will be paid, after notice and a hearing: (a) its out of
pocket expenses incurred pursuant to the GB Agreement between
Nov. 6, 2013m and the date of the entry of the order denying the
Store Closing Motion; and (b) its Consulting Fee (as
defined in the GB Agreement) based on the sales of the Debtors'
assets between Nov. 6, 2013, and the date of the entry of the
order denying the Store Closing Motion.

A copy of the Interim Order is available at:

      http://bankrupt.com/misc/building#19.doc51.pdf

At the request of the parties, the evidentiary hearing on the
Store Closing Motion is continued to Friday, Nov. 22, 2013, at
2:00 p.m.

Building #19, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code on Nov. 1, 2013 (Case No. 13-
16429, Bankr. D. Mass.).  Donald Ethan Jeffery, Esq., and Harold
B. Murphy, Esq., at Murphy & King, Professional Corporation, in
Boston, Massachusetts, serve as the Debtors' bankruptcy counsel.


BUILDING #19: U.S. Trustee Appoints 5-Member Creditors Committee
----------------------------------------------------------------
William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases of Building #19, Inc., et al.

The Creditors Committee members are:

      1. Paul London
         Chairman
         27 Packard Ave.
         Hull, MA 02045
         Tel: (781) 925-3760
         E-mail: Paull@efny.com

      2. East Side Realty Trust
         Attn: Edward Gordon
         25 Orchard View Drive
         Londonderry, NH 03053
         Tel: (617) 838-5000
         E-mail: ned@gordon-partners.com

      3. Jaylyn Sales, Inc.
         Attn. Terry Bell
         19 W. 34th Street, Room 905
         New York, NY 10001
         Tel: (212) 947-0510
         E-mail: terry@jaylynsales.com

      4. Consolidated Clothiers, Inc.
         Attn. Frank B. Mousa
         4117 Billy Mitchell Drive
         Addison, TX 75001
         Tel: (214) 868-6530
         E-mail: frank@consolidatedclotheris.com

      5. NStar Electric Co.
         Attn. Honor Heath, Esq.
         107 Selden Street
         Berlin, CT 06032
         Tel: (860) 665-4865
         E-mail: honor.heath@nu.com

Building #19, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code on Nov. 1, 2013 (Case No. 13-
16429, Bankr. D. Mass.).  Donald Ethan Jeffery, Esq., and Harold
B. Murphy, Esq., at Murphy & King, Professional Corporation, in
Boston, Massachusetts, serve as the Debtors' bankruptcy counsel.


C&K MARKET: Taps Food Partners as Financial Advisors
----------------------------------------------------
C&K Markets, Inc., seeks authority from the U.S. Bankruptcy Court
for the District of Oregon to employ Food Partners, LLC, as
financial advisors to provide financial analysis, modeling,
reports and testimony, if necessary, and advising and assisting
with the possible sale to one or more third parties of certain of
the Debtor's retail grocery stores and related assets.

The Food Partners professionals who will be primarily responsible
for providing these services are: Matthew Morris, David Schoeder,
James Floyd, Carlos Garcia, Douglas Herman, Jesica Mitchell, and
Maureen Bates.

Food Partners typically bills its clients at rates between $295
and $650 per hour.  The Debtor will pay Food Partners for its
services at the blended rate of $495 per hour.  In the event a
sale to one or more third parties closes during the term periods
as set forth in the engagement agreement between the Debtor and
Food Partners, the Debtor will pay Food Partners a transaction fee
equal to the greater of $50,000 per store sold or 2.5% of the
total consideration received by Debtor.  The firm will also be
reimbursed for any necessary out-of-pocket expenses.

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

                          About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Case No. 13-64561, Bankr. D.
Ore.).  The case is assigned to Judge Frank R. Alley, III.

The Debtors are represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at TONKON TORP LLP, in Portland, Oregon.  The Food Partners, LLC,
serves as the Debtors' financial advisor.

The Debtors listed debt of more than $100 million and assets of
less than $50 million in court documents.


C&K MARKET: Hires Great American to Conduct Store Closing Sales
---------------------------------------------------------------
C&K Markets, Inc., seeks authority from the U.S. Bankruptcy Court
for the District of Oregon to employ Great American Group, LLC, to
conduct store closing sales.

The Debtor will pay Great American a fee equal to 4.0% of the
gross proceeds of merchandise sold during store closing sales
payable weekly, without further order of the Court.  The Debtor
will also pay Great American a commission equal to 20% of the
proceeds from the sale of fixtures and equipment, plus reimburse
Great American's actual out of pocket expenses incurred in
connection with the sale of fixtures and equipment.

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

                          About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Case No. 13-64561, Bankr. D.
Ore.).  The case is assigned to Judge Frank R. Alley, III.

The Debtors are represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at TONKON TORP LLP, in Portland, Oregon.  The Food Partners, LLC,
serves as the Debtors' financial advisor.

The Debtors listed debt of more than $100 million and assets of
less than $50 million in court documents.


CAMCO FINANCIAL: James Huston Held 8.6% Equity Stake at Nov. 14
---------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, James E. Huston disclosed that as of
Nov. 14, 2013, he beneficially owned 1,268,046 shares of common
stock of Camco Financial Corporation representing 8.6 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/FF5G1S

                       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.

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.

CAPITOL BANCORP: Reports $5.8-Mil. Net Loss for Q3 of 2013
----------------------------------------------------------
Capitol Bancorp Ltd. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $5.8 million on $10.44 million of revenues for the three months
ended Sept. 30, 2013, compared to a net loss of $5.39 million on
$14.72 million of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $984.21
million in total assets, $1.13 billion in total liabilities, and
stockholders' deficit of $142.66 million.

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

                      http://is.gd/DCiG2d

                     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.


CARGO TRANSPORTATION: Conduit Cleared From Preferential Transfers
-----------------------------------------------------------------
Bankruptcy Judge Michael G. Williamson granted the request to
dismiss the lawsuit commenced by Larry S. Hyman, the plan trustee
for Cargo Transportation Services, Inc., against the law firm of
Bast Amron LLP to recover certain preferential transfers, saying
the Defendant was a mere conduit for the preferential transfers
and otherwise acted in good faith.

Between Oct. 22, 2010 and Dec. 31, 2010, the debtor made six
transfers in the amount of $5,000 for total alleged preferences of
$30,000.  The debtor filed its Chapter 11 petition on January 12,
2011.  Therefore, each of the six transfers in question was made
within 90 days of the debtor's bankruptcy petition.

Bast Amron received the transfers in its capacity as counsel for
the plan trustee in another confirmed Chapter 11 case involving a
debtor by the name of Solar Cosmetics Labs, Inc.  In that case,
the Law Firm represented the plan trustee of the Solar Cosmetics
Liquidating Trust.

Cargo Transportation was a defendant in a preference action
brought by the SC Trust that was settled for $150,000.  The
settlement amount was divided into 29 payments: an initial payment
in the amount of $10,000 and 28 subsequent payments of $5,000 to
be paid every two weeks.  Under the terms of the settlement, the
settlement payments were to be paid to the Law Firm's trust
account. The settlement was approved by the bankruptcy court in
the Solar Cosmetics case.

Along with the settlement, the bankruptcy court also approved a
contingency fee arrangement which called for specific payment of
the contingency fee equal to one-third of the settlement amount.
Under the contingency fee arrangement approved by the bankruptcy
court in the Solar Cosmetics case, the Law Firm was to be paid
directly from the recoveries made from the preference actions
brought on behalf of the SC Trust.

In accordance with the settlement, Cargo Transportation
transferred six payments amounting to $30,000 to the Law Firm's
trust account during the preference period. The settlement funds
were then transferred from the Law Firm's trust account to its
operating account. Fees that had been approved in the Solar
Cosmetics Chapter 11 case were then paid, and the balance was
transferred to the SC Trust.

According to the Law Firm, it never exercised any legal control
over the settlement funds received. Instead, the Law Firm merely
held the funds in trust for delivery to the SC Trust in accordance
with orders of the bankruptcy court in the Solar Cosmetics case,
which controlled every step of the process in approving and
implementing the terms of the settlement. The Law Firm did not
have the ability to direct where the funds would be transferred
other than through the direction of the plan trustee of the SC
Trust and with approval of the bankruptcy court in the Solar
Cosmetics case.

LARRY S. HYMAN, as Plan Trustee, Plaintiff, v. BAST AMRON LLP,
Defendant, Adv. Proc. No. 8:13-ap-00580-MGW (Bankr. M.D. Fla.).  A
copy of the Court's Nov. 26, 2013 Memorandum Opinion is available
at http://is.gd/982vrWfrom Leagle.com.

The defendant is represented by:

         Jeffrey P. Bast, Esq.
         BAST AMRON LLP
         Suntrust International Center
         1 SE 3rd Ave Ste 1440
         Miami, FL 33131-1714
         Tel: (305) 379-7904
         Fax: (305) 379-7905
         E-mail: jbast@bastamron.com

The Plan Trustee is represented by:

         David S. Jennis, Esq.
         Kathleen L. DiSanto, Esq.
         JENNIS & BOWEN, P.L.
         400 North Ashley Drive, Suite 2540
         Tampa, FL 33602
         Tel: 813-229-1700
         Fax: 813-229-1707

                    About Cargo Transportation

Sunrise, Florida-based Cargo Transportation Services, Inc.,
provides transportation services to clients nationwide, including
customized consolidation, distribution, logistics and warehousing
services.  It has 140 employees and averages $100,000,000 in gross
revenue per year.

Cargo Transportation filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 11-00432) on Jan. 12, 2011.  Edward J.
Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA,
serves as the Debtor's bankruptcy counsel.  Jennis & Bowen, P.L.,
serves as substitute counsel.  1 Source Partners Inc. and Accell
Audit & Compliance P.A., serve as the Debtor's certified public
accountants.

Donald F. Walton, U.S. Trustee for Region 21, appointed an
Official Committee of the Official Committee of Unsecured
Creditors in the Debtor's case.  Hunton & Williams LLP represents
the Committee in the Chapter 11 proceedings.  DLA Piper is general
counsel for the Committee.

The Debtor disclosed $11,728,760 in assets, and $11,869,375 in
liabilities as of the Chapter 11 filing.


CARIBBEAN INTERNATIONAL: Buyers Save Newspaper From Shutdown
------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that an
investor group has agreed to purchase the struggling El Vocero
newspaper in Puerto Rico out of bankruptcy with an offer valued at
$1.9 million, according to documents filed with the U.S.
Bankruptcy Court in Old San Juan.

According to the report, the buyers, a group called Publi-
Inversiones de Puerto Rico Inc., were the only qualified bidders
to show up at a Nov. 22 auction held by the newspaper's trustee.
The investors were reportedly brought together by a second cousin
of newspaper president Peter Miller.

The sale of the newspaper, which faced liquidation without a
rescue, is expected to be finalized on Nov. 30, the report said.

In earlier court papers, newspaper attorneys warned that a
shutdown of the publication, which competes with the island's El
Nuevo Dia newspaper, would leave the island's media scene with
fewer voices, the report related.

"Should El Vocero disappear, it would essentially mean that Puerto
Rico would be receiving its news from only one daily newspaper,
certainly not something that anyone desires," the newspaper's
attorneys said in earlier court papers, the report cited.

                  About Caribbean International

Caribbean International Newscorporation, aka El Vocero, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R.
Case No. 13-07759) on Sept. 20, 2013.  The case is assigned to
Judge Mildred Caban Flores.

The Debtor's is represented by Alexis Fuentes Hernandez, Esq., at
Fuentes Law Offices, LLC, in San Juan, Puerto Rico.

The Debtor disclosed $6,409,656 in assets and $90,543,134 in
liabilities in its schedules of assets and liabilities.

The petition was signed by Peter Miller, Esq., president.


CECIL BANCORP: Incurs $4.57-Mil. Net Loss in Third Quarter
----------------------------------------------------------
Cecil Bancorp, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $4.57 million on $3.38 million of total interest income for the
three months ended Sept. 30, 2013, compared to a net loss of
$15.86 million on $4.58 million of total interest income for the
same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $376.94
million in total assets, $371.28 million in total liabilities, and
stockholders' equity of $5.66 million.

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

                       http://is.gd/LHyFsx

Elkton, Maryland-based Cecil Bancorp, Inc., is the holding company
for Cecil Bank.  The Bank conducts its business through its main
office in Elkton, Maryland, and branches in Elkton, North East,
Fair Hill, Rising Sun, Cecilton, Aberdeen, Conowingo, and Havre de
Grace, Maryland.

Stegman & Company expressed substantial doubt about Cecil
Bancorp's ability to continue as a going concern, citing the
Company's elevated level of nonperforming assets and recurring
operating losses.

The Company reported a net loss of $20.3 million on $12.4 million
of net interest income in 2012, compared with a net loss of
$4.7 million on $13.5 million of net interest income in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$439.8 million in total assets, $425.7 million in total
liabilities, and stockholders' equity of $14.1 million.


CENGAGE LEARNING: James Koch Okayed as Panel's IP Consultant
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Cengage Learning, Inc, et al., to retain IMS
Expert Services to facilitate and provide Dr. James Koch as
copyright and intellectual property economic consultant and
expert.

Headquartered in Stamford, Connecticut Cengage Learning --
http://www.cengage.com/-- provides innovative teaching, learning
and research solutions for the academic, professional and library
markets worldwide. Cengage Learning's brands include Brooks/Cole,
Course Technology, Delmar, Gale, Heinle, South Western and
Wadsworth, among others. Apax Partners LLP bought Cengage in 2007
from Thomson Reuters Corp. in a $7.75 billion transaction. The
acquisition was funded in part with $5.6 billion in new debt
financing.

Cengage Learning Inc. filed a petition for Chapter 11
reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2,
2013, in Brooklyn, New York, after signing an agreement where
holders of $2 billion in first-lien debt agree to support a
reorganization plan. The plan will eliminate more than $4 billion
of $5.8 billion in debt.  First-lien lenders who signed the so-
called plan-support agreement include funds affiliated with
BlackRock Inc., Franklin Mutual Adviser LLC, KKR & Co. and Oaktree
Capital Management LP. Secondlien creditors and holders of
unsecured notes aren't part of the agreement.

The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard
Freres & CO. LLC as financial advisor, Alvarez & Marsal North
America, LLC, as restructuring advisor, and Donlin, Recano &
Company, Inc., as claims and notice agent.

The Debtors filed a Joint Plan of Reorganization and Disclosure
Statement dated Oct. 3, 2013, which provides that the Debtors took
extreme care to advance and protect the interest of unsecured
creditors -- including seeking to protect four primary sources of
potential recoveries for unsecured creditors and providing them
with appropriate time to conduct diligence, and discuss their
44 conclusions on, among other things, the value of those sources
of potential recoveries.


CICERO INC: Incurs $695,000 Net Loss in Third Quarter of 2013
-------------------------------------------------------------
Cicero, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $695,000 on $542,000 of revenues for the three months ended
Sept. 30, 2013, compared to a net loss of $1 million on $569,000
of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $3.11
million in total assets, $11.04 million in total liabilities, and
stockholders' deficit of $7.93 million.

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

                         http://is.gd/uCCZcx

                          About Cicero Inc.

Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.

The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products.  Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.

The Company has extended the maturity dates of several debt
obligations that were due in 2011 to 2012, to assist with
liquidity and may attempt to extend these maturities again if
necessary.  Despite the recent additions of several new clients,
the Company continues to struggle to gain additional sources of
liquidity on terms that are acceptable to the Company.

Cicero disclosed a net loss applicable to common stockholders of
$315,000 on $5.99 million of total operating revenue for the year
ended Dec. 31, 2012, as compared with a net loss applicable to
common stockholders of $3.09 million on $3.25 million of total
operating revenue during the prior year.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency as of Dec. 31, 2012.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


CIRTRAN CORP: Incurs $192,500 Net Loss in Sept. 30 Quarter
----------------------------------------------------------
Cirtran Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $192,526 on $658,361 of net sales for the three months ended
Sept. 30, 2013, as compared with a net loss of $546,879 on
$653,127 of net sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $981,626 in
total assets, $23.69 million in total liabilities and a $22.71
million total stockholders' deficit.

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

                        http://is.gd/cN0YIM

                         About Cirtran Corp

West Valley City, Utah-based CirTran Corporation manufactures,
markets, and distributes domestically and internationally an
energy drink under a license, now in dispute, with Playboy
Enterprises, Inc., or Playboy, and in the U.S., it provides a mix
of high- and medium-volume turnkey manufacturing services and
products using various high-tech applications for leading
electronics OEMs in the communications, networking, peripherals,
gaming, law enforcement, consumer products, telecommunications,
automotive, medical, and semiconductor industries.  Its services
include pre-manufacturing, manufacturing, and post-manufacturing
services.  Its goal is to offer customers the significant
competitive advantages that can be obtained from manufacture
outsourcing.

Cirtran Corp incurred a net loss of $1.78 million in 2012 as
compared with a net loss of $7.04 million in 2011.

Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, 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 accumulated losses of
$48,514,796 as of Dec. 31, 2012, which raises substantial doubt
about its ability to continue as a going concern.


CHILE MINING: Incurs $665,000 Net Loss in Sept. 30 Quarter
----------------------------------------------------------
Chile Mining Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $665,272 on $0 of sales for the three
months ended Sept. 30, 2013, as compared with a net loss of
$979,000 on $0 of sales for the same period a year ago.

For the six months ended Sept. 30, 2013, the Company incurred a
net loss of $1.47 million on $50,326 of sales as compared with a
net loss of $2.21 million on $34,829 of sales for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $6.58
million in total assets, $11.67 million in total liabilities and a
$5.09 million stockholders' deficiency.

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

                        http://is.gd/4RhBb7

                         About Chile Mining

Chile Mining Technologies Inc. is a mineral extraction company
based in the Republic of Chile, with copper as its principal "pay
metal."  Its founders, Messrs. Jorge Osvaldo Orellana Orellana and
Jorge Fernando Pizarro Arriagada, have refined the electrowin
process in a way that permits the electrowin process to be used at
a relatively small mine and/or tailings sites.  Electrowinning is
a process in which positive and negative electrodes are placed in
an acidic solution containing copper ions, and an electric current
passed through the solution causes the copper to be deposited on
the negative electrodes so that it can be collected.

Chile Mining had a net loss of $4.38 million on $261,089 of sales
for the year ended March 31, 2013, as compared with a net loss of
$3.94 million on $433,554 of sales during the prior fiscal year.

Schwartz Levitsky Feldman LLP, in Toronto, Ontario, Canada, issued
a "going concern" qualification on the consolidated financial
statements for the year ended March 31, 2013.  The independent
auditors noted that the continuance of the Company is dependent
upon its ability to obtain financing and upon future profitable
operations from the production of copper.  This raises substantial
doubt about it ability to continue as a going concern.


CHINA PRECISION: Incurs $9.6 Million Net Loss in Sept. 30 Qtr.
--------------------------------------------------------------
China Precision Steel, Inc., reported a net loss of $9.57 million
on $11.76 million of sales revenues for the three months ended
Sept. 30, 2013, as compared with a net loss of $4.22 million on
$5.95 million of sales revenues for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2013, showed
$115.45 million in total assets, $71.97 million in total
liabilities, all current, and $43.47 million in total
stockholders' equity.

"We are pleased to report first quarter fiscal 2014 sales
increased 97.5% from the first quarter fiscal 2013 as sales volume
increased by 12,696 tons.  We expect to continue to experience a
gradual increase in our sales volume during fiscal 2014 as we
reposition our products and rebuild our relationship with
customers," commented Mr. Hai Sheng Chen, CEO of China Precision
Steel.  "Specifically, we believe the auto components industry,
driven by robust demand from OEMs coupled with growth in the
replacement market, offers us opportunity for future growth.  We
are working to expand our sales for our high carbon precision
steel products in this segment by ramping up our sales and
marketing efforts along with making improvements to further refine
the precision and consistency of our products to meet customers'
stricter requirements."

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

                        http://is.gd/cOIeO0

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

                       http://is.gd/5qAg2h

                        Substantial Doubt

"In June and July 2012, the Company defaulted on the repayment
obligations of its short-term and long-term bank loans totaling
$44,311,165.  The Company is currently in discussions with its
banks regarding the restructuring of these loans for repayment but
has not yet agreed on specific terms.  There can be no assurance
that the Company will be able to successfully work out a repayment
plan or otherwise fulfill its obligations under the loans.  The
uncertainty surrounding the successful restructuring of our bank
loans and our current lack of readily available liquidity provided
by other third party sources raise substantial doubt about our
ability to continue as a going concern," the Company said in its
quarterly report.

                       About China Precision

China Precision Steel Inc. is a niche precision steel processing
company principally engaged in the production and sale of high
precision cold-rolled steel products and provides value added
services such as heat treatment and cutting medium and high
carbon hot-rolled steel strips.  China Precision Steel's high
precision, ultra-thin, high strength (7.5 mm to 0.05 mm) cold-
rolled steel products are mainly used in the production of
automotive components, food packaging materials, saw blades and
textile needles.  The Company primarily sells to manufacturers in
the People's Republic of China as well as overseas markets such
as Nigeria, Thailand, Indonesia and the Philippines.  China
Precision Steel was incorporated in 2002 and is headquartered in
Sheung Wan, Hong Kong.

China Precision reported a net loss of $68.93 million on $36.52
million of sales revenues for the year ended June 30, 2013, as
compared with a net loss of $16.94 million on $142.97 million of
sales revenues during the prior fiscal year.

Moore Stephens, Certified Public Accountants, in Hong Kong, 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 a very significant
loss in the year ended June 30, 2013, and defaulted on interest
and principal repayments of bank borrowings that raise substantial
doubt about its ability to continue as a going concern.


CHRISTIAN BROTHERS: Objections Lodged Against Plan Outline
----------------------------------------------------------
Brother Rice High School, Inc., by its counsel Sean C. Southard,
Esq., at Klestadt & Winters, LLP, filed a limited objection,
seeking to clarify that the Disclosure Statement adequately
describes the terms of the Chapter 11 Plan proposed by The
Christian Brothers' Institute, et al., and the Official Committee
of Unsecured Creditors dated Aug. 22, 2013.

Brother Rice said it found certain aspects of the Plan confusing
and unclear.  For example, if certain defined terms are read
broadly, the Plan could be read to preclude Brother Rice from ever
being the beneficiary of the channeling injunction, but that
notion runs counter to various settlement discussions which have
taken place previously, well as current efforts at mediation.

Michael A. Patterson, Esq., at Patterson Buchanan Fobes & Leitch,
Inc., P.S. -- on behalf of the Corporation of the Catholic
Archbishop of Seattle, party-in-interest; Interstate Fire &
Casualty Company, party-in-interest; Pacific Indemnity Company,
party-in-interest -- said the parties  do not object to the
approval of the Debtors' and the Committee's Disclosure Statement.
However, they expressly reserve and do not waive any and all
objections they may have to confirmation of the proposed Joint
Plan, including any amendments, modifications, or alterations
thereof.

As reported by the Troubled Company Reporter on Aug. 27, 2013, the
Debtors and the Committee have a plan made possible following an
"allocation plan" negotiated with 75% of sexual abuse claimants.
The Joint Chapter 11 Plan of Reorganization dated Aug. 22, 2013,
has the Debtors and the Official Committee of Unsecured Creditors
as co-proponents.

According to the explanatory disclosure statement, holders of
sexual abuse claims (Class 4) will have the option of being
treated in one of two ways: (i) payment from the Trust utilizing
the allocation plan or (ii) commencing or continuing litigation
against the Debtors in a court of appropriate jurisdiction.
Holders of Class 4 Claims must make an election of their treatment
on their ballot.  Absent any election, the holder will be paid in
accordance with the allocation plan.  Holders of allowed sexual
abuse claims who elect the allocation plan alternative will be
paid no less than $5,000.

Holders of allowed fraud claims (Class 5) will receive $10,000
from the trust.  Holders of allowed physical abuse claims (Class
6) will receive $500.  Holders of Allowed General Unsecured Claims
(Class 8) will receive their pro rata share of $50,000.

Holders of allowed Penalty Claims (Class 9), and abuse related
contingent contribution/reimbursement/indemnity claims (Class 10)
will receive no distribution under the Plan.  Classes 9 and 10 are
impaired and deemed to reject the Plan.

The Trust is a "qualified settlement fund" ("QSF") within the
meaning Treasury Regulations enacted under Internal Revenue Code
Section 486B(g).  The cash required to fund the Trust, which will
pay holders of Class 4, 5 and 6 Claims, will come from

    (i) $13.442 million of cash from the Debtors

   (ii) $3.2 million of cash from Providence Washington
        Insurance Co.,

  (iii) sales of real property owned by the Debtors,

   (iv) the prosecution and settlement of lawsuits which are
        property of the Debtors' Estates, and

    (v) certain funds that may be received from Non-Settling
        Insurers and Participating Parties.

The cash required to fund payments for Professional Fees and
Classes 3 and 8 Claims will come from the Debtors and/or the
Reorganized Debtors.

A copy of the Joint Disclosure Statement is available at:

              http://bankrupt.com/misc/CBI.doc571.pdf

                About Christian Brothers' Institute

The Christian Brothers' Institute in New Rochelle, New York, is a
domestic not-for-profit 501(c)(3) corporation organized under Sec.
102(a)(5) of the New York Not-for-Profit Corporation Law.  CBI was
formed to establish, conduct and support Catholic elementary and
secondary schools principally throughout New York State.

The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is
a domestic not-for-profit 501(c)(3) corporation organized under
the Not-for-Profit Corporation Law of the State of Illinois.  CBOI
was formed to establish, conduct and support Catholic elementary
and secondary schools principally throughout the State of
Illinois, as well as other spiritual and temporal affairs of the
former Brother Rice Province of the Congregation of Christian
Brothers.

CBI and CBOI depend upon grants and donations to fund a portion of
their operating expenses.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63,418,267 and $8,484,853 in
liabilities.  CBOI discloses assets of $1,091,084 and liabilities
of $3,622,500.

Attorneys at Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
Calif., and New York, N.Y., represent the Official Committee of
Unsecured Creditors as counsel.  Paul A. Richler, Esq., of
Pacific Palisades, Calif., serves as Special Insurance Counsel to
the Official Committee of Unsecured Creditors.

The Christian Brothers' Institute and The Christian Brothers of
Ireland, Inc., and the Official Committee of Unsecured Creditors
have a plan made possible following an "allocation plan"
negotiated with 75% of sexual abuse claimants.

The Joint Chapter 11 Plan of Reorganization dated Aug. 22, 2013,
has the Debtors and the Official Committee of Unsecured Creditors
as co-proponents.


CLEAR CHANNEL: Fitch Rates Additional Exchange Notes at 'CC/RR6'
----------------------------------------------------------------
Fitch Ratings has assigned a 'CC/RR6' rating to Clear Channel
Communications, Inc.'s proposed additional exchange notes due
February 2021 and assigned a 'CCC/RR4' to the proposed term loan
E. Fitch has also affirmed the Issuer Default Ratings and issue
ratings of Clear Channel and Clear Channel Worldwide Holdings,
Inc. (CCWH). The Rating Outlook for Clear Channel has been revised
to Negative from Stable. The Rating Outlook for CCWH's IDR remains
Stable. A full list of rating actions follows at the end of this
release.

On Nov. 25, 2013, Clear Channel announced it is offering to
exchange any and all of the $448 million in 10.75% cash pay
unsecured notes and the $340 million in 11%/11.75% paid in kind
(PIK) toggle unsecured notes (collectively the Outstanding Notes)
with new exchange notes that expire in February 2021. These notes
are intended to be issued as additional notes under the indenture
governing the existing 2021 notes that were issued in June 2013
and will be treated as a single class with the existing 2021 notes
for all purposes under the indenture. The new notes will carry a
12% per annum cash coupon plus a 2% per annum PIK. The notes will
have materially the same covenant provisions and benefit from the
same subordinated guarantee that support the Outstanding Notes.
The exchange notes will rank pari passu with the existing
Outstanding Notes, if any remain outstanding post the exchange.
The notes will be subordinated to the credit facilities and PGNs,
and will rank senior to the pre-LBO legacy notes.

Bond holders who tender prior to the early termination date (Dec.
9, 2013) will receive $1,100 in new notes for every $1,000 in
Outstanding Notes tendered, plus $20 in cash. Also, $375 million
or more in aggregate Outstanding Notes are tendered, an additional
$20 per $1,000 will be paid in cash to tendering bondholders. As
proposed, the transaction would have an immaterial impact on
leverage (if all notes tender prior to the early termination debt,
absolute debt would increase approximately $79 million). Fitch
estimates that total leverage was 11.6x at Sept. 30, 2013, with
secured leverage of 7.3x.

In addition, Clear Channel announced that it is seeking to extend
$1 billion in aggregate principal amount of term loans B and C due
January 2016 to July 2019. The new extended term loans (term loan
E) will have the same security and guarantee package as the
outstanding term loans (B, C and D). The term loan extension is
subject to the satisfaction or waiver of certain conditions,
including the submission for extension of at least $1 billion in
aggregate principal amount of outstanding term loans B and C. The
term loan E's are expected to bear a price of Libor + 750 basis
points (bps). This would be 385 bps higher than the term loan B
and Cs current pricing.

The aforementioned transactions materially reduce the 2016
maturities. Fitch believes the company has sufficient liquidity
(including cash on hand, monetization of repurchased and
outstanding notes, and asset sales) to meet its debt service
obligations. However, both transactions will result in increased
interest cost; Fitch estimates approximately $50 million to $55
million (this in addition to the approximately $165 million
increase in interest cost from the May/June 2013 note exchange and
term loan extention). Fitch expects free cash flow (FCF) will be
negative over the next few years. The ratings and Negative Outlook
reflect the limited room within the credit profile to endure any
material deterioration in operations.

Fitch does not expect a material amount of absolute debt reduction
over the next several years, given Fitch's expected FCF. Instead,
Fitch expects the company to continue to focus on extending or
repaying its term loans via issuance at Clear Channel and CCOH.

As of Sept. 30, 2013, Clear Channel had approximately $20 billion
in consolidated debt. Debt held at Clear Channel was $15.7 billion
and consisted of:

-- $8.2 billion secured term loans ($3.2 billion in 2016 and $5
    billion in 2019);

-- $4.3 billion secured PGNs, maturing 2019-2021;

-- $247 million ABL facility;

-- $448 million senior unsecured 10.75% cash pay notes, maturing
    August 2016;

-- $340 million senior unsecured 11%/11.75% PIK toggle notes,
    maturing August 2016;

-- $782 million in senior unsecured 12% cash pay / 2% PIK notes
    maturing in February 2021

-- $1.4 billion senior unsecured legacy notes, with maturities of
    2014-2027.

Debt held at CCWH was $4.9 billion and consisted of:

-- $2.7 billion in senior unsecured 6.5% notes due in 2022;
-- $2.2 billion in subordinated 7.625% notes due 2020.

Liquidity

At Sept. 30, 2013, Clear Channel had $292 million of cash,
excluding $419 million of cash held at CCOH. There is $945 million
of CCOH funds swept to Clear Channel for cash management purposes.
Clear Channel can access these funds and use them at its
discretion, although they are due to CCOH on demand.

Backup liquidity consists of a $535 million ABL facility (subject
to an undisclosed borrowing base), $247 million outstanding as of
Sept. 30, 2013. The ABL facility matures in December 2017 and is
subject to springing maturities (with the earliest springing date
starting in October 2015).

Security and Guarantees

The bank debt and PGNs are secured by the capital stock of Clear
Channel, Clear Channel's non-broadcasting assets (non-principal
property), and a second priority lien on the broadcasting
receivables that securitize the ABL facility.

The bank debt and secured notes are guaranteed on a senior basis
by Clear Channel Capital I, Inc. (holding company of Clear
Channel), and by Clear Channel's wholly owned domestic
subsidiaries. There is no guarantee from CCOH or its subsidiaries.
The Outstanding Notes and the proposed exchange notes benefit from
a guarantee from the same entities, although it is contractually
subordinated to the secured debt guarantees. The legacy notes are
not guaranteed.

Recovery Ratings

Clear Channel's Recovery Ratings reflect Fitch's expectation that
the enterprise value of the company will be maximized in a
restructuring scenario (going concern), rather than a liquidation.
Fitch employs a 6x distressed enterprise value multiple reflecting
the value of the company's radio broadcasting licenses in top U.S.
markets. Fitch applies a 20% discount to radio EBITDA. Fitch
assumes that Clear Channel has maximized the debt-funded dividends
from CCOH and used the proceeds to repay bank debt. Additionally,
Fitch assumes that Clear Channel would receive 88% of the value of
a sale of CCOH after the CCOH creditors had been repaid. Fitch
estimates the adjusted distressed enterprise valuation in
restructuring to be approximately $7 billion.

The 'CCC/RR4' rating for the bank debt and secured notes reflect
Fitch's estimate for a recovery range of 31%-50%. Fitch expects no
recovery for the senior unsecured legacy notes, LBO notes, and
exchange notes due to their position below the banks in the
capital structure, and they are assigned 'RR6'. However, Fitch
rates the LBO and exchange notes 'CC' and the legacy notes 'C',
given the formers' receipt of a subordinated guarantee and the
latters' lack thereof.

CCOH's Recovery Ratings also reflect Fitch's expectation that
enterprise value would be maximized as a going concern. Fitch
stresses outdoor EBITDA by 15%, and applies a 7x valuation
multiple. Fitch estimates the enterprise value would be $4
billion. This indicates 100% recovery for the unsecured notes.
However, Fitch notches the debt up only two notches from the IDR
given the unsecured nature of the debt. In Fitch's analysis, the
subordinated notes recover in the 31% to 50% 'RR4' range, leading
to no notching from the IDR.

Key Rating Drivers:

Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2016; the
considerable and growing interest burden that is expected to
generate negative FCF in the near term; technological threats and
secular pressures in radio broadcasting; and the company's
exposure to cyclical advertising revenue.

The ratings are supported by the company's leading position in
both the outdoor and radio industries, as well as the positive
fundamentals and digital opportunities in the outdoor advertising
space.

Rating Sensitivities:

Negative: An inability to extend maturities would result in a
downgrade. This inability may derive from a prolonged consolidated
cash burn, whether driven by cyclical or secular pressures,
reducing Clear Channel's ability to fund debt service and near-
term maturities. Additionally, cyclical or secular pressures on
operating results that further weaken credit metrics could result
in negative rating pressure. Lastly, indications that a DDE is
probable in the near term would also drive a downgrade.

Positive: The current Rating Outlook is Negative. As a result,
Fitch's sensitivities do not currently anticipate a rating
upgrade.

Fitch has affirmed the following ratings:

Clear Channel

-- Long-term IDR at 'CCC';
-- Senior secured term loans at 'CCC/RR4';
-- Senior secured priority guarantee notes at 'CCC/RR4';
-- Senior unsecured LBO notes and exchange notes due 2021 at
   'CC/RR6';
-- Senior unsecured legacy notes at 'C/RR6'.
-- Outlook is Negative

Clear Channel Worldwide Holdings, Inc.

-- Long-term IDR at 'B';
-- Senior unsecured notes at 'BB-/RR2';
-- Senior subordinated notes at 'B/RR4'.
-- Outlook is Stable


COATES INTERNATIONAL: Reports $441K Net Loss in Third Quarter
-------------------------------------------------------------
Coates International, Ltd., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $440,955 on $4,800 of revenues for the three months
ended Sept. 30, 2013, compared to a net loss of $804,235 on $4,800
of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $2.42
million in total assets, $5.75 million in total liabilities, and
stockholders' deficit of $3.33 million.

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

                      http://is.gd/leGnf5

                  About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.

Coates International disclosed a net loss of $4.53 million on $0
of sales for the year ended Dec. 31, 2012, as compared with a net
loss of $2.99 million on $125,000 of sales for the year ended Dec.
31, 2011.

Cowan, Gunteski & Co., P.A., in Tinton Falls, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012, citing negative cash
flows from operations, recurring losses from operations, and a
stockholders' deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.


CODA HOLDINGS: Plan Confirmation Hearing Adjourned to Jan. 21
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware adjourned
to Jan. 21, 2014, at 10:00 a.m., the hearing to consider
confirmation of the Second Amended Plan of Liquidation of ADOC
Holdings, Inc., formerly known as Coda Holdings, Inc., et al.
Objections to the Plan, if any, are due Jan. 14 at 4:00 p.m.

Ballots accepting or rejecting the Plan are due Jan. 14 at 5:00
p.m.

The Plan was facilitated by a settlement under which the
creditors' committee permitted the sale of the non-auto business
to an insider group including an affiliate of Fortress Investment
Group LLC.  Bill Rochelle, the bankruptcy columnist for Bloomberg
News, said the sale, completed in June, was said to be worth $25
million, although the buyer paid only $1.7 million in cash.  The
remainder represented the loan financing the Chapter 11 case and
pre-bankruptcy secured debt.

The Bloomberg report said the settlement enabled the company to
draw down $1.9 million remaining on the loan financing the Chapter
11 case begun May 1.  When the sale was completed, Los Angeles-
based Coda changed its name to Adoc Holdings Inc.  From cash
remaining after higher-priority claims are paid, the first
$500,000 goes to unsecured creditors.

The report relates that additional cash will be split, with
unsecured creditors receiving one-third and the purchasers two-
thirds.  The noteholders' deficiency claims won't share in the
portion for unsecured creditors.  There's a companion sharing
arrangement for proceeds from lawsuits.  Unsecured claims are
shown in the disclosure statement approved on Sept. 24 as totaling
around $23 million.  A Fortress affiliate is a holder of $15.8
million of the notes to be exchanged for ownership and was one of
the providers of bankruptcy financing.  Coda sold only 100 Coda
Sedans, an electrically powered version of the Hafei Saibao, made
in China.  The buyers didn't acquire the car business, and will
concentrate on making stationary electric storage systems.

                        About CODA Holdings

Los Angeles, California-based CODA Energy --
http://www.codaenergy.com-- made an electric auto that was a
commercial failure.  The company marketed the Coda Sedan, which
sold only 100 copies.  It was an electrically powered version of
the Hafei Saibao, made in China.  After bankruptcy, Los Angeles-
based Coda intends to concentrate on making stationery electric-
storage systems.

CODA Holdings, Inc., Coda Energy LLC and three other affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
13-11153) on May 1, 2013, to enable the Company to complete a
sale, confirm a plan, and emerge from bankruptcy in a stronger
position to execute its new business plan.  The Company expects
the sale process to take 45 days to complete.

FCO MA CODA Holdings LLC, an affiliate of Fortress Investment
Group, is leading a consortium of lenders intending to provide DIP
financing to enable the Company's energy storage business to
remain fully operational during the restructuring process.  The
consortium, or its designee, will also as stalking horse bidder to
acquire the Company post-bankruptcy.  In addition, the Company
will seek to monetize value of its existing automotive business
assets.

CODA disclosed assets of $10 million to $50 million and
liabilities of less than $100 million.  Coda Automotive Inc.,
disclosed $24,950,641 in assets and $95,859,413 in liabilities as
of the Chapter 11 filing.  The Debtors have incurred prepetition a
significant amount of secured indebtedness: secured notes of with
principal in the amount of $59.1 million; term loans in the
principal amount of $12.6 million; and a bridge loan with $665,000
outstanding.  FCO and other bridge loan lenders have "enhanced
priority" over other secured noteholders that did not participate
in the bridge loans, pursuant to the intercreditor agreement.
Jeffrey M. Schlerf, Esq., John H. Strock, Esq., and L. John Bird,
Esq., at Fox Rothschild LLP are the proposed counsel for the
Debtors.

CODA's legal advisor in connection with the restructuring is White
& Case LLP.  Emerald Capital Advisors serves as its chief
restructuring officer and restructuring advisor, and Houlihan
Lokey serves as its investment banker for the restructuring.
Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal
advisor.  Brent T. Robinson, Esq., at Robinson, Anthon & Tribe
represents the Debtors in their restructuring efforts.

The Committee tapped Brown Rudnick as its counsel and Deloitte
Financial Advisory Services LLP as its financial advisor.


CYCLONE POWER: Incurs $871,800 Net Loss in Third Quarter
--------------------------------------------------------
Cyclone Power Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $871,894 on $212,500 of revenues for the
three months ended Sept. 30, 2013, as compared with a net loss of
$740,939 on $502,045 of revenues for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss of $2.12 million on $715,382 of revenues as compared with
a net loss of $2.40 million on $882,490 of revenues for the same
period during the previous year.

The Company's balance sheet at Sept. 30, 2013, showed $1.39
million in total assets, $4.61 million in total liabilities and a
$3.21 million total stockholders' deficit.

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

                         http://is.gd/gWgRjF

                        About Cyclone Power

Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation.  The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.

Cyclone Power disclosed a net loss of $3 million on $1.13 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $23.70 million on $250,000 of revenue in 2011.

Mallah Furman, in Mallah Furman, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company's dependence on outside financing, lack of sufficient
working capital, and recurring losses raises substantial doubt
about its ability to continue as a going concern.


DATAJACK INC: Incurs $546,000 Net Loss in Third Quarter
-------------------------------------------------------
Datajack, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $545,715 on $330,882 of revenues for the three months ended
Sept. 30, 2013, as compared with a net loss of $900,149 on
$629,481 of revenues for the same period a year ago.

For the nine months ended Sept. 30, 2013, DataJack incurred a net
loss of $1.43 million on $1.40 million of revenues as compared
with a net loss of $4.55 million on $1.88 million of revenues for
the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $870,289 in
total assets, $3.80 million in total liabilities and a $2.93
million total shareholders' deficit.

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

                        http://is.gd/gphtBJ

                           About DataJack

DataJack, Inc. (formerly Quamtel, Inc.) and its subsidiaries were
incorporated in 1999 under the laws of Nevada as a communications
company offering, a comprehensive range of mobile broadband and
communications products.

In its report on the 2011 financial statements, RBSM LLP, in New
York, New York, expressed substantial doubt about Quamtel's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
in the current year and also in the past.

The Company reported a net loss of $4.49 million on $1.93 million
of revenues for 2011, compared with a net loss of $10.05 million
on $2.18 million of revenues for 2010.


DBSI INC: Examiner's Report Admissible in "Mathews" Suit
--------------------------------------------------------
The Court of Appeals of Maryland ruled that the report of the
bankruptcy examiner in DBSI Inc.'s Chapter 11 case is not
admissible under Maryland Rule 5-803(8), but may be admissible
under Rule 5-803(24) and may be an appropriate basis for an expert
opinion at trial under Rule 5-703.  The Appeals Court also said
the Circuit Court for Baltimore County appropriately reserved
judgment on the admissibility and use of a bankruptcy examiner's
report until it had additional information concerning the proposed
use of the report in the context of the trial.

In 2003, William H. Mathews, a retired school teacher and
librarian, had owned and managed his rental properties for more
than 40 years. At that time, he owned 11 rental properties near
the campus of Towson University; he rented those properties
primarily to students and faculty at the university. In response
to anticipated deleterious changes in local zoning laws, Mr.
Mathews decided to sell the properties. Ultimately, he was
referred to Stephen Weiss, a real estate professional. Mr. Weiss
was then employed by W. C. Pinkard & Co., the predecessor in
interest to Cassidy Turley Maryland, Inc.  Mr. Mathews retained
Cassidy Turley to market the properties, and in August 2004 the
properties were sold to Bob Ward Companies for approximately $4
million. Mr. Mathews paid approximately $176,000 to Cassidy Turley
as a commission.

To receive more favorable tax treatment of the proceeds of the
sale, Mr. Mathews sought to re-invest the proceeds in other real
estate shortly after the sale.  With Mr. Weiss' advice, Mr.
Mathews ultimately used much of the proceeds to purchase five
fractional interests in various commercial office buildings
located throughout the United States.  These fractional interests
were called "Tenants in Common Interests".  Mr. Weiss provided Mr.
Mathews with binders containing various documents that described
the particular TICs under consideration.

Each of the TICs in question was created by DBSI, Inc., or an
affiliated company.  DBSI would purchase real estate, typically an
office building, and divide it into TICs that it would then sell
to investors.  Investors in the TICs were required, as a condition
of the purchase, to agree to retain DBSI as property manager, in
return for which DBSI promised a specified annual rate of return
on the investment.  DBSI would locate sub-tenants who would occupy
the property and pay the rent that produced a revenue stream.
Under the property management agreement, replacement of DBSI as
property manager required a majority vote of all TIC owners of a
given piece of property, as well as indemnification of DBSI
against any and all claims, actions, costs, damages, liabilities,
deficiencies or expenses relating to the property. In the event
that DBSI was terminated as property manager, a unanimous vote by
the TIC owners was required to appoint a new manager. Under the
terms of a TIC agreement, there was no provision for direct
control of the property by the TIC owners.

Mr. Mathews received steady payments with respect to his TICs over
the next few years and sold one of them.  However, in 2008, things
changed.

In 2008, Mr. Mathews learned that DBSI would be suspending
payments for certain of the TICs. Mr. Mathews then contacted Mr.
Weiss, who, according to Mr. Mathews, assured him that payments
would resume and that he should not worry.  In November 2008, DBSI
filed a voluntary petition for bankruptcy under Chapter 11 of the
bankruptcy code.  All of the properties underlying Mr. Mathews'
TICs became the subject of foreclosure proceedings.

The bankruptcy court appointed an attorney from a prominent
Washington, D.C., law firm as an examiner to conduct an
investigation into DBSI.  The examiner's report describes a
downward spiral fueled by related party transactions, conflicts of
interest, growing debt disguised as equity, limited sources of
revenue, complex and sloppy accounting, and the misleading of
investors. Among other things, the report describes the structure
and marketing of the DBSI TICs. The bankruptcy court ultimately
made findings similar to those of the examiner in concluding that
many of DBSI's transactions were "either constructively or
actually fraudulent" and that it would be futile to attempt to
unravel many of the related party transactions.

At the time Mr. Mathews purchased his TICs, Cassidy Turley was
licensed by the Maryland Real Estate Commission as a real estate
broker. Neither Mr. Weiss nor Cassidy Turley was licensed under
the Maryland Securities Act to act as an investment adviser,
investment adviser representative, securities broker-dealer, or
agent.

Following the collapse of DBSI, the Securities Division of the
Maryland Attorney General's Office undertook an investigation of
the offer and sale of DBSI TICs in Maryland. In April 2009, the
Securities Division contacted Mr. Mathews as part of that
investigation. No action was ultimately taken by the Securities
Division against DBSI or Cassidy Turley, although Cassidy Turley
did refund to Mr. Mathews the fees and commissions it was paid in
connection with his TIC transactions. Federal authorities were
also conducting a parallel investigation.

On March 23, 2010, Mr. Mathews filed a complaint in the Circuit
Court for Baltimore County against Mr. Weiss and Cassidy Turley.
Mr. Mathews' complaint alleged that Cassidy Turley owed Mr.
Mathews legal and fiduciary duties to disclose material facts and
to act with the care and skill of a "professional financial
adviser." It alleged that Cassidy Turley had misled Mr. Mathews
concerning the suitability of the TIC investment for his financial
situation, the safety of the investment, and the soundness of
DBSI. It also alleged that Cassidy Turley had failed to inform him
of other material information, including its lack of research into
the investment, its receipt of a commission from the sale of the
TICs, and the risks associated with the investment. It alleged
that Cassidy Turley actively concealed its alleged wrongdoing from
him and lulled him into relying upon it, even after the DBSI
bankruptcy, until he was contacted by the Securities Division.

The complaint included common law tort claims for fraud,
constructive fraud, negligent misrepresentation, and negligence,
as well as a claim for breach of contract. It also included a
claim under the Maryland Securities Act, Maryland Code,
Corporations & Associations Article, ("CA") Sec. 11-703.

The parties conducted discovery. After the completion of
discovery, they filed cross-motions for summary judgment, as well
as motions in limine related to evidence anticipated to be offered
at trial.

The case is WILLIAM H. MATHEWS, v. CASSIDY TURLEY MARYLAND, INC.
ET AL., No. 51, September Term, 2012 (Md. App.).  A copy of the
Appeals Court's Nov. 26, 2013 Opinion is available at
http://is.gd/sgcwCEfrom Leagle.com.

                          About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.  On Nov. 10, 2008, and other
subsequent dates, DBSI and 180 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
DBSI estimated assets and debts between $100 million and
$500 million as of the Chapter 11 filing.

Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP, as its bankruptcy counsel.
Kurtzman Carson Consultants LLC is the Debtors' notice claims and
balloting agent.

Joshua Hochberg, a former head of the Justice Department fraud
unit, served as an Examiner and called the seller and servicer of
fractional interests in commercial real estate an "elaborate shell
game" that "consistently operated at a loss" in his report
released in October 2009.  McKenna Long & Aldridge LLP was counsel
to the Examiner.

On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order
appointing James R. Zazzali as Chapter 11 trustee for the Debtors'
estates.  On Oct. 26, 2010, the trustee won confirmation of the
Second Amended Joint Chapter 11 Plan of Liquidation for DBSI,
paving the way for it to pay creditors and avoid years of
expensive litigation over its complex web of affiliates.  The
plan, which was declared effective Oct. 29, 2010, was co-proposed
by DBSI's unsecured creditors committee.

Pursuant to the confirmed Chapter 11 plan, the DBSI Real Estate
Liquidating Trust was established as of the effective date and
certain of the Debtors' assets, including the Debtors' ownership
interest in Florissant Market Place was transferred to the RE
Trust.  Mr. Zazzali and Conrad Myers were appointed as the post-
confirmation trustees.  Messrs. Zazzali and Myers are represented
by lawyers at Blank Rime LLP and Gibbons P.C.


DEWEY & LEBOEUF: Trustee Seeks $21.8MM From DiCarmine & Sanders
---------------------------------------------------------------
Jennifer Smith, writing for The Wall Street Journal, reports that
the trustee liquidating Dewey & LeBoeuf LLP filed a $21.8 million
complaint Wednesday in bankruptcy court in Manhattan against two
of the firm's leaders, former Executive Director Stephen DiCarmine
and former Chief Financial Officer Joel Sanders.  The complaint
outlines a number of alleged financial irregularities at the firm
-- whose management is the focus of an ongoing criminal
investigation -- including $1.2 million loans to Mr. DiCarmine and
Mr. Sanders.  The suit seeks to claw back lavish compensation
packages the pair received in the years leading up to Dewey's 2012
collapse.  The suit alleges that "payments under the Employment
Contracts to DiCarmine and Sanders totaled $15,900,000 over six
years --with an opportunity for unlimited discretionary bonuses --
an astronomically generous arrangement for law firm
administrators, and far in excess of the reasonably equivalent
value of the services contracted for or provided."

WSJ says a lawyer for Mr. Sanders didn't respond to requests for
comment Thursday.  The report adds Austin Campriello, an attorney
for Mr. DiCarmine, defended his client, saying "No one worked
harder for Dewey & LeBoeuf than Stephen DiCarmine, and we will
fight vigorously in court any efforts to blame or punish him for
the firm's collapse."

                       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.


DEWEY & LEBOEUF: Trustee Hits Firm's Ex-Director, CFO With Suit
---------------------------------------------------------------
Law360 reported that the liquidating trustee for Dewey & LeBoeuf
LLP on Nov. 27 slammed two of the defunct firm's former top
executives with a lawsuit seeking a combined $37.2 million in
judgments based on allegations that they received outlandish
payments while the firm was insolvent.

According to the report, trustee Alan M. Jacobs says former
Executive Director Stephen DiCarmine and former Chief Financial
Officer Joel Sanders improperly received millions from the firm
through salary and bonus payments before the firm entered
bankruptcy that ought to be returned to the estate.

                       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.


DUMA ENERGY: Pasquale Scaturro Appointed as New CEO
---------------------------------------------------
The board of directors of Duma Energy Corp. accepted the
resignation of Jeremy G. Driver as chief executive officer of the
Company. Mr. Driver continues to serve as a director of the
Company.  Concurrent with the resignation of Mr. Driver as chief
executive officer, the Board appointed Pasquale V. Scaturro, as
chief executive officer of the Company.

As a result of the above-referenced resignation and appointment,
the Company's current directors and Executive Officers are as
follows:

   Name                   Position
   ----                   --------
   Pasquale V. Scatturo   Chief Executive Officer and a director;
   Charles F. Dommer      President;
   Kent P. Watts          Chairman and a director;
   Chris Herndon          Director;
   Jeremy G. Driver       Director; and
   Sarah Berel-Harrop     Secretary, Treasurer and Chief Financial
                          Officer.

                         About Duma Energy

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

Duma Energy incurred a net loss of $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.  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.


DR. TATTOFF: Reports $886,500 Net Loss in Third Quarter
-------------------------------------------------------
Dr. Tattoff, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $886,506 on $926,733 of revenues for the three months ended
Sept. 30, 2013, as compared with a net loss of $603,640 on
$904,216 of revenues for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss of $3.16 million on $2.90 million of revenues as compared
with a net loss of $1.74 million on $2.45 million of revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $2.12
million in total assets, $5.30 million in total liabilities, and a
$3.17 million total shareholders' deficit.

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

                        http://is.gd/2E39SH

                          About Dr. Tattoff

Beverly Hills, Calif.-based Dr. Tattoff, Inc., currently operates
or provides management services to five laser tattoo and hair
removal clinics located in Texas and California, all of which
operate under the Company's registered trademark "Dr. Tattoff."

Dr. Tattoff disclosed a net loss of $2.83 million on $3.20 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $2.47 million on $2.66 million of revenue during the
prior year.

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's current liabilities exceeded its current assets
by approximately $1,547,000, has shareholders' deficit of
approximately $806,000, has suffered recurring losses and negative
cash flows from operations, and has an accumulated deficit of
approximately $7,407,000 at Dec. 31, 2012, which conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


E-DEBIT GLOBAL: Incurs $244,600 Net Loss in Third Quarter
---------------------------------------------------------
E-Debit Global Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $244,669 on $256,563 of total revenue for the three
months ended Sept. 30, 2013, as compared with a net loss of
$219,723 on $604,659 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 $728,226 on $805,461 of total revenue as compared with
a net loss of $556,746 on $1.82 million of total revenue for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $397,985 in
total assets, $2.64 million in total liabilities and a $2.24
million total stockholders' deficit.

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

                       http://is.gd/LFbjUS

                        About E-Debit Global

Calgary, Canada-based E-Debit Global Corporation's primary
business is the sale and operation of cash vending (ATM) and point
of sale (POS) machines in Canada.

As reported in the TCR on April 23, 2012, Schumacher & Associates,
Inc., in Littleton, Colorado, expressed substantial doubt about E-
Debit Global's ability to continue as a going concern, citing the
Company's net losses for the years ended Dec. 31, 2012, and 2011,
and working capital and stockholders' deficits at Dec. 31, 2012,
and 2011.

E-Debit Global incurred a net loss of $831,276 in 2012 as compared
with a net loss of $1.09 million in 2011.


EAST COAST BROKERS: Case Trustee Can Hire Read Kelley as Appraiser
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
granted Gerard A. McHale, Jr., the Chapter 11 trustee of East
Coast Brokers & Packers, Inc., et al., permission to employ Read &
Kelley Estate Services, LLC, as appraiser, nunc pro tunc to
July 31, 2013.

As reported in the TCR on Nov. 8, 2013, Read and Kelley will
provide appraisal services for the personal property owned by the
Debtors, including property located in Virginia and Florida.

Read & Kelley's rates to conduct the appraisal will be $250 for
the first hour if the estate property is located in Lee, Charlotte
or Collier Counties, and $350 for the first hour if outside of
Lee, Charlotte and Collier Counties.  Thereafter, the Trustee will
be billed at $30 for every additional 15 minutes spent on the
appraisal of the Personal Property.

Read & Kelley will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Joy Augustine, licensed consultant of Read & Kelley, 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 East Coast Brokers

East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.  Scott A. Stichter, Esq.,
and Susan H. Sharp, Esq., at Stichter, Riedel, Blain & Prosser,
P.A., in Tampa, serve as counsel to the Debtors.  Steven M.
Berman, Esq., and Hugo S. deBeaubien, Esq., at Shumaker, Loop, &
Kendrick, LLP, in Tampa, are the Debtors' special counsel.

In June 2013, the bankruptcy court approved the appointment of
Gerard A. McHale, Jr., to serve as Chapter 11 trustee.  MLIC Asset
Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court
to appoint a Chapter 11 trustee, or, in the alternative, dismiss
the Debtors' Chapter 11 cases.  According to the MLIC entities,
the Debtors, among other things had mishandled the potential rents
from employees, failed to pay taxes, failed to maintain insurance,
has inadequate security regarding the Debtors' personal and real
property, and delayed the filing of schedules and reports required
under the Bankruptcy Code.

Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee,
Fla., represents the Chapter 11 trustee as counsel.


EAST COAST: Motion for Extension to File Sales Pleadings "Moot"
---------------------------------------------------------------
For the reasons stated orally and recorded in open court, the U.S.
Bankruptcy Court for the Middle District of Florida entered, on
Nov. 8, 2013, an order denying as moot East Coast Brokers &
Packers, Inc., et al.'s amended motion to extend deadlines to file
all sale pleadings and for further extension of time to file Plan
and Disclosure Statement.

                  About East Coast Brokers

East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.  Scott A. Stichter, Esq.,
and Susan H. Sharp, Esq., at Stichter, Riedel, Blain & Prosser,
P.A., in Tampa, serve as counsel to the Debtors.  Steven M.
Berman, Esq., and Hugo S. deBeaubien, Esq., at Shumaker, Loop, &
Kendrick, LLP, in Tampa, are the Debtors' special counsel.

In June 2013, the bankruptcy court approved the appointment of
Gerard A. McHale, Jr., to serve as Chapter 11 trustee.  MLIC Asset
Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court
to appoint a Chapter 11 trustee, or, in the alternative, dismiss
the Debtors' Chapter 11 cases.  According to the MLIC entities,
the Debtors, among other things, had mishandled the potential
rents from employees, failed to pay taxes, failed to maintain
insurance, has inadequate security regarding the Debtors' personal
and real property, and delayed the filing of schedules and reports
required under the Bankruptcy Code.

Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee,
Fla., represents the Chapter 11 trustee as counsel.


EAU TECHNOLOGIES: Incurs $402,000 Net Loss in Third Quarter
-----------------------------------------------------------
EAU Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $401,909 on $324,154 of total revenues for the three
months ended Sept. 30, 2013, as compared with a net loss of
$547,596 on $63,925 of total revenues for the same period a year
ago.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss of $1.45 million on $1.67 million of total revenues as
compared with a net loss of $1.66 million on $258,856 of total
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.18
million in total assets, $8.49 million in total liabilities and a
$7.31 million total stockholders' deficit.

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

                        http://is.gd/iLQYQE

                      About EAU Technologies

Kennesaw, Ga.-base EAU Technologies, Inc., is in the business of
developing, manufacturing and marketing equipment that uses water
electrolysis to create non-toxic cleaning and disinfecting fluids
for food safety applications as well as dairy drinking water.

EAU Technologies reported a net loss of $2.03 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.04 million
during the prior year.

HJ & Associates, 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 Company has a working capital deficit, a deficit in
stockholders' equity and has sustained recurring losses from
operations which raise substantial doubt about the Company's
ability to continue as a going concern.


ECO BUILDING: Incurs $1.8 Million Net Loss in Sept. 30 Quarter
--------------------------------------------------------------
Eco Building Products, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.87 million on $408,328 of total revenue for the
three months ended Sept. 30, 2013, as compared with a net loss of
$4.86 million on $1.06 million of total revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $2.12
million in total assets, $18.65 million in total liabilities and a
$16.52 million total stockholders' deficit.

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

                        http://is.gd/2n6wmR

                         About Eco Building

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

Eco Building incurred a net loss of $24.59 million on $5.22
million of total revenue for the year ended June 30, 2013, as
compared with a net loss of $11.17 million on $3.72 million of
total revenue during the prior year.

Sam Kan & Company, in Alameda, California, 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 generated minimal operating revenues, losses
from operations, significant cash used in operating activities and
its viability is dependent upon its ability to obtain future
financing and successful operations.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.


EDISON MISSION: Copies of Plan and Disclosure Statement
-------------------------------------------------------
In a regulatory Form 8-K filing dated Nov. 20, 2013, Edison
Mission Energy discloses that on Nov. 15, 2013, the Company and
nineteen of its wholly owned subsidiaries, including Midwest
Generation, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Illinois a joint plan of reorganization and a
related disclosure statement pursuant to the Bankruptcy Code.

A copy of the Plan is available at http://is.gd/5R82gz

A copy of the DS is available at http://is.gd/z6vfNT

The Debtors recommend that their stakeholders refer to the
limitations and qualifications included in the Plan and the
Disclosure Statement, as applicable, with respect to the
information contained therein.  Information contained in the Plan
and the Disclosure Statement is subject to change, whether as a
result of amendments to the Plan, actions of third parties or
otherwise.

                       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.

In November 2013, Edison Mission Energy filed a reorganization
plan to carry out a sale of its business to NRG Energy 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.  EME's subordinated creditors receive nothing
under the plan.  The hearing to approve the disclosure statement
will take place Dec. 18.


EDISON MISSION: FTC Greenlights NRG's $2.6-Bil. Bankrupt Buy
------------------------------------------------------------
Law360 reported that the Federal Trade Commission on Nov. 27 gave
the thumbs-up to NRG Energy Inc.'s $2.6 billion purchase of
virtually all the assets of bankrupt Edison Mission Energy, which
will add nearly 8,000 megawatts of power generation to the
electricity giant's portfolio.

According to the report, the FTC said it had granted early
termination status to the deal, announced in October, under the
Hart-Scott-Rodino Antitrust Improvements Act after the commission
and the U.S. Department of Justice's Antitrust Division determined
not to take any enforcement action during the waiting period.

                       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.

In November 2013, Edison Mission Energy filed a reorganization
plan to carry out a sale of its business to NRG Energy 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.  EME's subordinated creditors receive nothing
under the plan.  The hearing to approve the disclosure statement
will take place Dec. 18.


EDISON MISSION: Court OKs CBA Extension Until December 2014
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Edison Mission Energy, et al., to extend the collective
bargaining agreement between Debtor Midwest Generation EME, LLC,
and International Brotherhood of Electric Workers Local 15.

The Debtors, in their motion, stated that approximately 93 percent
of the Debtors' hourly employees are members of Local 15.  All of
these employees are employed pursuant to the CBA, which expires on
Dec. 31, 2013.

In this relation MWG and Local 15 leadership have engaged in arms-
length negotiations in an effort to come to terms on an extension
to the CBA, thereby avoiding the risk and uncertainty associated
with expiration and termination of the CBA.

Moreover, the transaction to sell substantially all of EME's
assets and interests in its subsidiaries to NRG Energy, Inc.,
contemplates an extension and ultimate assumption of the CBA as
part of a plan of reorganization that incorporates the NRG
transaction.

The key terms of the CBA extension are:

   Term:                  One year, until Dec. 31, 2014.

   Base Wages:            Unchanged. Current base wages are
                          approximately 108-110 percent of median
                          for the Central/Midwest region based on
                          market data.

   Incentive              Increase short-term incentive plan
   Compensation:          payment from a historical practice of 4
                          percent to 6 percent of base pay.  Cost
                          to company at "target" level
                          performance would be approximately
                          $850/employee for each 6-month
                          performance measurement period.

   Health/Welfare         Local 15 leadership has consented to
   Benefits:              certain changes, including basing the
                          employer subsidy on the 80/60 preferred
                          provider option.

   Ratification           $1,000/employee
   Incentive:

                        About Edison Mission

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

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

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

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

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.  In its schedules, Edison
Mission Energy disclosed total assets of assets of $5,721,559,170
and total liabilities of $6,202,215,094 as of the Petition Date.

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

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

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

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


EDISON MISSION: MWG May Grant Priority Liens on Bridge Loan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Midwest Generation, LLC, an affiliate of Edison Mission
Energy, et al., to grant first priority liens on unencumbered
assets, in connection with the MWG Bridge loan; and second
priority liens on encumbered assets, each to secure the MWG bridge
loan.

MWG sought authorization to grant the liens to Edison Mission
Energy in exchange for EME's provision of a delayed-draw term loan
facility to MWG.

The MWG Bridge Loan is necessary to satisfy MWG's liquidity
requirements as the parties work towards implementation of the NRG
Transaction and an assumption of the leveraged lease structure for
the Debtors' Powerton and Joliet facilities.

The MWG Bridge Loan is an essential component of the comprehensive
restructuring solution memorialized in the Plan Sponsor Agreement.

               The Material Terms of MWG Bridge Loan

Parties:                          MWG as Borrower
                                  EME as Lender

Amounts:                          $60 million; provided, however,
                                  that the foregoing will be
                                  subject to upward adjustments on
                                  a dollar-for-dollar basis to the
                                  extent of the Borrower's
                                  forbearance payments in respect
                                  of its obligations associated
                                  with the leveraged leases of its
                                  Powerton and Joliet Coal
                                  Facilities.

Maturity & Termination:           The earlier of the effective
                                  date of a plan of reorganization
                                  with respect to borrower and
                                  July 31, 2014.

Interest Rates:                   10 percent per annum

Fees:                             5 percent of the Commitment

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

On Nov. 1, 2013, the Official Committee of Unsecured Creditors
notified, out of an abundance of caution, the Court of its
reservation of rights with respect to the Debtors' motion.  The
Committee said that it supports the relief requested in the motion
consistent with the Plan Term Sheet and the Summary of Terms and
Conditions of MWG Bridge Loan.

                        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.


EMPRESAS OMAJEDE: Court Approves G.A. Carlo-Altieri as Counsel
--------------------------------------------------------------
Empresas Omajede, Inc. sought and obtained permission from the
U.S. Bankruptcy Court for the District of Puerto Rico to employ
G.A. Carlo-Altieri & Associates as counsel.

G.A. Carlo-Altieri will be paid at these hourly rates:

       Gerard A. Carlo           $300
       Kendra K. Loomis          $280
       Associates                $225
       Paralegal                 $100

G.A. Carlo-Altieri will also be reimbursed for reasonable out-of-
pocket expenses incurred.

The Debtor has retained G.A. Carlo-Altieri as its counsel in these
proceedings, subject to Court approval in accordance with Rule
2014 of the Federal Rules of Bankruptcy Procedure, on the basis of
a $10,000 retainer, with the source of funds being the Debtor's
operations.

Gerardo A. Carlo-Altieri 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.

G.A. Carlo-Altieri can be reached at:

       Gerardo A. Carlo Altieri, Esq.
       G.A. CARLO-ALTIERI & ASSOCIATES
       San Jose St. #254, Third Floor
       San Juan, PR 00901
       Tel: (787) 919-0026
       E-mail: gaclegal@gmail.com

                      About Empresas Omajede

Empresas Omajede, Inc., filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 12-10113) in Old San Juan, Puerto Rico, on Dec. 21, 2012.

Nelson E. Galarza serves as financial advisor.

The Debtor disclosed $16,718,614 in assets and $4,935,883 in
liabilities in its schedules.  The Debtor is a Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101(51B) with principal assets
located at La Ectronica Building, 1608 Bori St., in San Juan,
Puerto Rico.


EPAZZ INC: Had $585,000 Net Loss in Third Quarter
-------------------------------------------------
EPAZZ, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $585,465 on $156,750 of revenue for the three months ended
Sept. 30, 2013, as compared with a net loss of $1.66 million on
$308,881 of revenue for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss of $2.65 million on $643,879 of revenue as compared with
a net loss of $1.77 million on $856,248 of revenue for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $1.19
million in total assets, $2.03 million in total liabilities and a
$842,019 total stockholders' deficit.

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

                        http://is.gd/g8JC1X

                          About EPAZZ Inc.

Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of
Illinois on March 23, 2000, to create software to help college
students organize their college information and resources.  The
idea behind the Company was that if the information and resources
provided by colleges and universities was better organized and
targeted toward each individual, the students would encounter a
personal experience with the college or university that could lead
to a lifetime relationship with the institution.  This concept is
already used by business software designed to retain relationships
with clients, employees, vendors and partners.

Epazz incurred a net loss of $1.90 million on $1.19 million of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $336,862 on $735,972 of revenue for the year ended
Dec. 31, 2011.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has an accumulated deficit of $(4,114,756) and a
working capital deficit of $(681,561), which raises substantial
doubt about its ability to continue as a going concern.

                        Bankruptcy Warning

"We cannot be certain that any such financing will be available on
acceptable terms, or at all, and our failure to raise capital when
needed could limit our ability to continue and expand our
business.  We intend to overcome the circumstances that impact our
ability to remain a going concern through a combination of the
commencement of additional revenues, of which there can be no
assurance, with interim cash flow deficiencies being addressed
through additional equity and debt financing.  Our ability to
obtain additional funding for the remainder of the 2012 year and
thereafter will determine our ability to continue as a going
concern.  There can be no assurances that these plans for
additional financing will be successful.  Failure to secure
additional financing in a timely manner to repay our obligations
and supply us sufficient funds to continue our business operations
and on favorable terms if and when needed in the future could have
a material adverse effect on our financial performance, results of
operations and stock price and require us to implement cost
reduction initiatives and curtail operations.  Furthermore,
additional equity financing may be dilutive to the holders of our
common stock, and debt financing, if available, may involve
restrictive covenants, and strategic relationships, if necessary
to raise additional funds, and may require that we relinquish
valuable rights.  In the event that we are unable to repay our
current and long-term obligations as they come due, we could be
forced to curtail or abandon our business operations, and/or file
for bankruptcy protection; the result of which would likely be
that our securities would decline in value and/or become
worthless," according to the Company's annual report for the
period ended Dec. 31, 2012.


EXIDE TECHNOLOGIES: Pacific Chloride Seeks Fire Damages
-------------------------------------------------------
Law360 reported that Pacific Chloride Inc. on Nov. 27 asked a
Delaware bankruptcy judge to lift Exide Technologies Inc.'s
automatic stay so it can seek reimbursement from insurers for some
$7.6 million in fire-related damages at a plant it leased to the
now-bankrupt battery maker.

According to the report, PCI, which leased its Shreveport, La.,
plant to the battery maker in 2000, contends it has not been
repaid for damages resulting from a January 2011 fire at the site
and seeks relief from the bankruptcy stay so it can pursue
reimbursement directly from Exide's insurers.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick and Company Inc. as public relations consultant
and GCG as claims agent.

The Debtor disclosed $1.89 billion in assets and $1.14 billion in
liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.


FIRST HORIZON: S&P Cuts ICR to 'BB+' Over Mortgage Claims Risk
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term issuer credit rating on First Horizon National Corp. to 'BB+'
from 'BBB-'.  S&P also lowered its long-term issuer credit rating
on the bank's operating subsidiary, First Tennessee Bank, to
'BBB-' from 'BBB' and the short-term issuer credit rating to 'A-3'
from 'A-2'.  The outlook on both entities is stable.

"The rating action reflects our view that First Horizon National
Corp.'s risk profile remains heightened because material
uncertainties remain about future mortgage repurchase risks and
litigation, which could impair earnings and, thus, limit capital
build," said Standard & Poor's credit analyst Richard Zell.
Although FHN's capital ratios remain satisfactory, they have
declined since year-end 2011 as a result of an aggressive stock
buyback program (the repurchase of approximately $225 million of
common stock), an increased dividend payout, and modest net losses
during fiscal 2012 and year-to-date Sept. 30, 2013.  (Contributing
to the year-to-date net loss in 2013 was a $200 million repurchase
reserve in the third quarter.)  For example, FHN's tangible common
equity ratio declined to 7.82% as of Sept. 30, 2013, from 9.05% at
year-end 2011.  Additionally, we estimate that FHN's risk-adjusted
capital (RAC) ratio, as per our measurement, was 9.6% as of
Sept. 30, 2013, also down from levels that were more consistent
with an assessment of strong.  Positively, S&P expects that the
company will not resume share buybacks in the near term.  However,
S&P believes that the risk associated with mortgage-related
litigation could add pressure to capital ratios over the next few
years.  Therefore, S&P expects capital ratios will remain within
our "adequate" range of 7%-10%.

"The stable outlook reflects our view that currently adequate
capital levels could absorb potential mortgage repurchase claims
and litigation costs, that the bank will continue to report
moderate core earnings, and that nonperforming assets will
continue to decline," said Mr. Zell.

S&P could lower the rating if the bank's earnings weaken
significantly, if asset quality deteriorates substantially, with
no evidence of future abatement, or if the RAC ratio erodes to
below 7% on a sustainable basis.

Alternatively, S&P could raise the rating if it becomes convinced
that the risks associated with mortgage-related liabilities have
declined and are less likely to affect FHN's financial profile.
Additionally, FHN's performance would need to include conservative
capital management, continued moderate earnings, and satisfactory
asset quality.


FISKER AUTOMOTIVE: Targeting January Confirmation of Plan
---------------------------------------------------------
Fisker Automotive Holdings, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to approve this timeline in
connection with the confirmation of their proposed Joint Plan of
Liquidation:

   Event                                       Date
   -----                                       ----
Disclosure Statement Objection Deadline   Dec. 9, 2013,
                                          at 12:00 p.m. ET

Disclosure Statement Hearing              Dec. 10, 2013,
                                          at 10:00 a.m.

Voting Record Date                        Dec. 10, 2013

Publication Date                          Dec. 12, 2013

Solicitation Date                         Dec. 12, 2013

Voting Deadline                           Dec. 30, 2013,
                                          at 5:00 p.m.

Plan Objection Deadline                   Dec. 30, 2013,
                                          at 5:00 p.m.

Deadline for Confirmation Reply Brief     Jan. 1, 2014

Deadline to File Voting Report
                                          On or before Jan. 1,
                                          2014

Confirmation Hearing                      Jan. 3, 2014, at 10:00
                                          a.m., or the soonest
                                          available time
                                          thereafter

At the behest of the Debtors, Judge Kevin Gross scheduled a
Dec. 10 hearing on the adequacy of information in the disclosure
statement explaining the terms of the Plan.  Objections are due
Dec. 9.

The Debtors have signed a deal to sell most of the assets to
Hybrid Tech Holdings LLC, absent higher and better offers.  The
Debtors believe a plan and solicitation process linked to the
parallel sale process provides an appropriate mechanism to
facilitate both the confirmation of a chapter 11 plan and the
ultimate distribution of creditor recoveries.

Hybrid Tech, which bought the Debtors' $165.5 million secured loan
made by the U.S. Department of Energy prepetition, is offering to
buy the assets in exchange for $75 million of that loan.  Hybrid
will also provide $725,000 in cash for distribution to creditors
under the liquidating Chapter 11 plan.  In addition, the buyer
will waive an $8 million loan to finance bankruptcy.

The Plan provides for a straightforward "pot plan" structure where
creditor recoveries are generally allocated by order of priority
from the Debtors' remaining, post-sale assets.

Under the terms of the Plan:

   -- Holders of administrative claims (estimated at $3.59
      million), priority tax claims ($1.37 million), and
      professional fee claims ($3.48 million) are unimpaired and
      will recover 100%.

   -- Hybrid will waive its claims on account of the DIP financing
      provided to the Debtors.

   -- Secured creditor Silicon Valley Bank ($6.6 million claim) is
      slated to take home $225,000 from the cash supplied by
      Hybrid Tech.

   -- The $168.5 million outstanding under the senior loan
      provided by the U.S. Department of Energy, which was
      purchased by Hybrid in October 2013, will be satisfied in
      exchange for Hybrid's credit bid for the assets.  Hybrid
      will waive its unsecured deficiency claim only if the
      unsecured creditors' class votes "yes" on the Plan.

   -- Unsecured creditors ($280 million) will share $500,000 from
      the cash supplied by Hybrid Tech, although only if the class
      votes for the plan.

   -- Holders of Sec. 510(b) claims and holders of interests in
      the Debtors won't receive anything.

The disclosure statement currently has blanks with respect to the
estimated percentage recoveries by Hybrid Tech, unsecured
creditors, and Silicon Valley Bank.

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

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

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

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

Hybrid is represented by:

         KELLER & BENVENUTTI LLP
         Tobias Keller, Esq.
         Peter Benvenutti, Esq.
         One Montgomery Tower, Suite 2200
         San Francisco, CA 94104

SVB is represented by:

         MORRISON & FOERSTER LLP
         Jill Holtz Feldman, Esq.
         425 Market Street, 32nd Floor
         San Francisco, CA 94105
         Telephone: (415) 268-8474
         Facsimile: (415) 276-7298

                    About Fisker Automotive

Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013, with plans
to sell the business to Hybrid Tech Holdings, LLC.

Fisker Automotive Holdings and debtor-affiliate Fisker Automotive
Inc. disclosed that they have entered into an asset purchase
agreement with Hybrid for the sale of substantially all of its
assets.

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.
Fisker now has 21 employees.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

The Debtors have tapped Kirkland & Ellis LLP, as co-counsel;
Pachulski Stang Ziehl & Jones LLP, as co-counsel; Beilinson
Advisory Group as restructuring advisors; and Rust Consulting/Omni
Bankruptcy, as notice and claims agent and administrative advisor.


FISKER AUTOMOTIVE: Jan. 3 Hearing on Private Sale to Hybrid
-----------------------------------------------------------
Fisker Automotive Holdings, Inc., et al., filed a motion to sell
substantially all assets to Hybrid Tech Holdings, LLC, without a
court-sanctioned competitive auction process.

The Debtors have signed a deal to sell substantially all assets to
Hybrid Tech in exchange for, among other things:

   (a) $75 million in the form of a credit bid of claims owned
       by Hybrid under the U.S. DOE senior loan;

   (b) Hybrid's agreement to waive approximately $4 million of
       DIP Facility Claims held by Hybrid or its affiliates under
       the Debtors' proposed postpetition financing; and

   (c) the assumption of customary liabilities.

In addition, Hybrid has committed to support the Debtors' proposed
chapter 11 plan by, among other things, funding up to
approximately $725,000 in creditor distributions pursuant to the
Plan.

The Debtors do not believe the cost and delay arising from a
competitive auction process or pursuing a potential transaction
with an entity other than Hybrid would be reasonably likely to
increase value for the estates, particularly given the extensive
prepetition marketing efforts conducted by both the Debtors and
DOE prior to the date hereof.

Prepetition, the Debtors marketed the assets to prospective
purchasers but were unable to reach definitive agreements with any
parties, again, largely due to funding issues.  In September, the
U.S. Department of Energy conducted a marketing process for its
interests in the senior loan with outstanding amount of $168.5
million.  Hybrid Tech emerged as the winning bidder at an auction
held on Oct. 11, 2013.

The Debtors believe Hybrid, as the Debtors' senior secured lender
following the DOE Loan Purchase, holds a material advantage in any
prospective sale process, particularly given Hybrid's rights under
Section 363(f) of the Bankruptcy Code.

Thus, given that a competitive auction process or pursuing a
potential transaction with a third party would be highly unlikely
to increase value for the Debtors' estates, the sale motion seeks
approval of a private sale.

Bankruptcy Judge Kevin Gross has scheduled a sale hearing on
Jan. 3, 2014, at 9:30 a.m., prevailing Eastern Time.  Objections
are due Dec. 27, 2013.

                    About Fisker Automotive

Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013, with plans
to sell the business to Hybrid Tech Holdings, LLC.

Fisker Automotive Holdings and debtor-affiliate Fisker Automotive
Inc. disclosed that they have entered into an asset purchase
agreement with Hybrid for the sale of substantially all of its
assets.

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.
Fisker now has 21 employees.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

The Debtors have tapped Kirkland & Ellis LLP, as co-counsel;
Pachulski Stang Ziehl & Jones LLP, as co-counsel; Beilinson
Advisory Group as restructuring advisors; and Rust Consulting/Omni
Bankruptcy, as notice and claims agent and administrative advisor.


FISKER AUTOMOTIVE: $8-Mil. DIP Facility From Hybrid Wins Approval
-----------------------------------------------------------------
Fisker Automotive Holdings, Inc., et al., have obtained approval
to access up to $1.7 million from the $8.14-million DIP financing
facility being offered by Hybrid Tech Holdings, LLC.

The Court's interim order entered Nov. 26 also allows the Debtors
to use cash collateral held by Silicon Valley Bank and Hybrid, as
assignee of the U.S. Department of Energy.

Judge Kevin Gross will convene a final hearing on Dec. 16, 2013,
at 9:30 a.m. to consider approval of the Debtors' access to the
amounts remaining in the DIP loan package.  Objections are due
Dec. 9, 2013, at 4:00 p.m.

The Debtors have successfully negotiated a multi-draw term loan
that generally provides:

    -- a multi-draw term loan of approximately $8.14 million
       secured by first priority priming liens on substantially
       all the Debtors' assets, subject only to liens that were
       senior to the liens of the prepetition lenders as of the
       Petition Date;

   -- interest payable at a rate of 10 percent plus 2 percent
      default interest, as applicable;

   -- borrowings and disbursements to be made pursuant to the
      terms of an agreed 12-week budget;

   -- an initial interim advance of approximately $1.7 million to
      be funded upon entry of the Interim DIP Order, followed by
      weekly borrowings after entry of the Final DIP Order;

   -- a scheduled maturity date of 90 days after the Petition Date
      or the consummation of the sale, with additional, customary
      events of default; and

   -- adequate protection for the Debtors' junior creditors
      (including Hybrid, as the successor in interest to the
      Debtors' former lending facility with the United States
      Department of Energy) in the form of second-priority
      replacement liens and superpriority claims.

Hybrid has agreed to waive $4 million of the claims arising under
the DIP Facility upon consummation of the Debtors' proposed sale
to Hybrid and that the balance of claims arising under the DIP
Facility will be waived upon the effective date of the Debtors'
chapter 11 plan.  In other words, the Debtors' proposed DIP
Facility will effectively be provided at no cost to these chapter
11 estates upon completion of the Debtors' proposed sale and
consummation of their chapter 11 plan, says counsel to the
Debtors, Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones
LLP.

In addition, the Debtors do not believe that alternative sources
of financing are readily available -- if at all.  The Debtors do
not believe it would be prudent, or even possible, to administer
these chapter 11 estates on a "cash collateral" basis.

                    About Fisker Automotive

Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013, with plans
to sell the business to Hybrid Tech Holdings, LLC.

Fisker Automotive Holdings and debtor-affiliate Fisker Automotive
Inc. disclosed that they have entered into an asset purchase
agreement with Hybrid for the sale of substantially all of its
assets.

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.
Fisker now has 21 employees.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

The Debtors have tapped Kirkland & Ellis LLP, as co-counsel;
Pachulski Stang Ziehl & Jones LLP, as co-counsel; Beilinson
Advisory Group as restructuring advisors; and (d) Rust
Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.


FISKER AUTOMOTIVE: Meeting to Form Creditors' Panel on Dec. 5
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on December 5, 2013, at 11:00 a.m.
in the bankruptcy case of Fisker Automotive Holdings Inc., et al.
The meeting will be held at:

      DoubleTree Hotel Wilmington
      700 King Street, Salon C
      Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                    About Fisker Automotive

Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013, with plans
to sell the business to Hybrid Tech Holdings, LLC.

Fisker Automotive Holdings and debtor-affiliate Fisker Automotive
Inc. disclosed that they have entered into an asset purchase
agreement with Hybrid for the sale of substantially all of its
assets.

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.
Fisker now has 21 employees.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

The Debtors have tapped Kirkland & Ellis LLP, as co-counsel;
Pachulski Stang Ziehl & Jones LLP, as co-counsel; Beilinson
Advisory Group as restructuring advisors; and (d) Rust
Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.


FLETCHER INT'L: Trustee Has Key Settlement, Files Ch. 11 Plan
-------------------------------------------------------------
Richard J. Davis, the Chapter 11 trustee appointed in the
bankruptcy case of Fletcher International, Ltd., filed a proposed
Plan of Liquidation for the Debtor.

Under the Plan:

    * Holders of administrative claims, priority tax claims and
      secured claims are unimpaired and will recover 100% of their
      claims.

    * General unsecured creditors are impaired and each will have
      the option of receiving (a) a pro rata share of the
      "liquidation recoveries" or (ii) cash in full payment for
      its allowed claim of $10,000 or less.

    * Pursuant to the Investor Settlement, claims held by these
      parties will be compromised, settled, and allowed in these
      amounts:

           Claimant                                 Amount
           --------                                 ------
      Arbitrage and the Arbitrage JOLs        $110.0 million
      Leveraged and the Leveraged JOLs          $5.0 million
      Alpha and the Alpha JOLs                  $1.6 million

    * Claims of the Louisiana Pension Funds will be allowed in the
      amount of $3 million, provided that the Funds vote to accept
      the Plan.

    * All insider claims will be extinguished.

    * All equity interests in the Debtor will be cancelled and
      extinguished.

The Chapter 11 Trustee will be retained as the plan administrator.

The Investor Settlement will be presented to the Court for
approval as part of the confirmation.  The parties to the
Settlement are: the Chapter 11 trustee, the feeder funds Fletcher
Fixed Income Alpha Fund, Ltd., Fletcher Income Arbitrage Fund,
Ltd., and the FIA Leveraged Fund, Ltd., and the and their joint
official liquidators (JOLs) in proceedings in the Cayman Islands.

Under the Investor Settlement, the parties have agreed to (i) pool
their respective rights and interest with respect to claims
against insiders of the Fletcher funds and related entities and
other parties, including firms Grant Thornton LLP and Skadden,
Arps, Slate, Meagher & Flom LLP, and (i) cooperate with the plan
administrator and the advisory board with respect to the
prosecution and settlement of those claims.

The claims -- principally fraud, breach of fiduciary duty,
negligence and similar tort claims against insiders and affiliates
and certain service providers and professionals -- will be pooled
together with similar claims belonging to the Debtor's feeder
funds and certain of its ultimate investors.

Recoveries on account of pooled claims will be used first, to pay
recovery costs, including attorney's fees and other professional
fees; second, to reimburse FILB for any advances of recovery costs
made by it; third, to fund the "operating reserve"; and fourth, to
the parties to the Investor Settlement, as follows:

  (i) 26.8% to the Debtor's estate, for distribution in accordance
      with the Plan;

(ii) 26.8% to the Arbitrage JOLs to be distributed in accordance
      with the orders entered in the liquidation proceedings in
      the Cayman Islands;

(iii) 26.8% to the Leveraged JOLs to be distributed in accordance
      with the orders entered in the liquidation proceedings in
      the Cayman Islands; and

(iv) 19.6% to the Alpha JOLs to be distributed in accordance with
      the orders entered in the liquidation proceedings in the
      Cayman Islands.

A copy of the Trustee's Plan is available for free at:

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

A copy of the Trustee's Final Report and Disclosure Statement is
available for free at:

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

                 About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel and Appleby (Bermuda) Limited serves
as special Bermuda counsel.  The Debtor disclosed $52,163,709 in
assets and $22,997,848 in liabilities as of the Chapter 11 filing.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.

After filing for Chapter 11 protection, Fletcher immediately
started a lawsuit in bankruptcy court to stop the involuntary
bankruptcy in Bermuda.  Judge Gerber at least temporarily halted
liquidators appointed in the Cayman Islands from moving ahead with
proceedings in Bermuda.  The lawsuit to halt the Bermuda
liquidation is Fletcher International Ltd. v. Fletcher Income
Arbitrage Fund, 12-01740, in the same court.

Richard J. Davis, Chapter 11 trustee appointed in the case, has
hired Michael Luskin, Esq., at Luskin, Stern & Eisler LLP as his
counsel.


FRANKLIN COUNTY, OH: Moody's Cuts 1997A Revenue Bonds Rating to B1
------------------------------------------------------------------
Moody's Investors Service has downgraded to B1 Franklin County, OH
Multifamily Housing Revenue Bonds (Country Ridge Apartments)
Series 1997A.

Ratings Rationale:

The bonds are being downgraded following cash flow analysis
projecting revenue insufficiencies beginning in approximately 2
years.

Strengths

-- High credit quality of credit enhanced mortgage

Challenges

-- Performance relies on proper administration and adherence to
    mandatory provisions of the trust indenture and financing
    agreement by all parties

-- Little to no additional security is available from outside the
    trust estate

-- Low asset-to-debt ratio

-- Low interest rate environment

What Could Change the Rating Up:

-- An upgrade is highly unlikely given the high interest rates
    required to cure insufficiencies. However, in the event cash
    flows demonstrate both revenue and asset to debt ratio
    sufficiency, the bonds will be considered for a possible
    upgrade.

What Could Change the Rating Down:

-- Further material deterioration of cash flow projections


FREESEAS INC: Crede CG to Sell 75 Million Common Shares
-------------------------------------------------------
FreeSeas Inc. registered with the U.S. Securities and Exchange
Commission 75,000,000 shares of its common stock for resale by
Crede CG III, Ltd.

These shares of Common Stock include 5,625,000 shares of Common
Stock issuable upon conversion of Series B Convertible Preferred
Stock, 31,875,000 shares of Common Stock issuable upon conversion
of Series C Convertible Preferred Stock and 37,500,000 shares
issuable upon exercise or exchange of warrants.

The shares of Common Stock offered by the selling stockholder have
been or may be issued pursuant to the Securities Purchase
Agreement dated Nov. 3, 2013.

The Company's common stock is currently quoted on The NASDAQ
Capital Market under the symbol "FREE."  On Nov. 19, 2013, the
closing price of the Company's common stock was $0.34 per share.

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

                        http://is.gd/qZ9Ovp

                         About FreeSeas Inc.

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

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

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

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.


FREESEAS INC: Had $29.9-Mil. Loss for 3 Quarters Ended Sept. 30
---------------------------------------------------------------
FreeSeas Inc. reported a net loss of $29.94 million on $4 million
of operating revenues for the nine months ended Sept. 30, 2013, as
compared with a net loss of $24.25 million on $12.13 million of
operating revenues for the same period a year ago.

As of Sept. 30, 2013, the Company had $107.35 million in total
assets, $106.63 million in total liabilities, all current, and
$711,000 in total shareholders' equity.

"Management is currently seeking and will continue to seek to
restructure the Company's indebtedness and obtain waivers on
covenant violations.  Based on the Company's cash flow projections
for the remainder of 2013, cash on hand and cash provided by
operating activities will not be sufficient to cover scheduled
debt service as of September 30, 2013, operating expenses and
capital expenditure requirements for at least twelve months from
the balance sheet date.  All of the above raises doubt regarding
the Company's ability to continue as a going concern," the Company
said in the Report.

A copy of the Report is available for free at:

                         http://is.gd/jZeWeX

                         About FreeSeas Inc.

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

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

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.


FRESH & EASY: Creditors Balked at Asset Sale
--------------------------------------------
Several parties lodged objections to Fresh & Easy Neighborhood
Market Inc., et al.'s motion to sell substantially all of the
Debtors' assets.

General Electric Capital Corporation said that, pursuant to the
GECC Agreement, GECC currently leases equipment to one or more of
the Debtors.  The monthly rent due under the lease is $160,659.
GECC objected to the sale motion and cure schedule on these
grounds:

   a. the Debtors must assume and assign all burdens as well
      as benefits of the GECC Agreement;

   b. the Debtors have failed to provide adequate assurance of
      the buyer's future performance under the GECC Agreement;

   c. the "ipso facto" provisions of the Proposed Sale Order
      should not apply to the letter of credit issued by JPMorgan
      in favor of GECC because the LOC is not an assumable
      contract; and

   d. there is no basis to waive the 14-day stay provided in
      Federal Rules of Bankruptcy Procedure 6004(h) and 6006(d).

Farm Credit Mid-America, PCA, formerly known as Farm Credit
Services of Mid-America, PCA, said its schedules are governed by
the GECC Agreement, which forms the basis of the objection of GECC
to the Cure Schedule and the Sale Motion.  Farm Credit requests
that the Court enter an order (i) sustaining the GECC Objection,
(ii) denying the sale motion, and (iii) granting further relief as
is appropriate.

Edwin R. Cottone, Esq., at Cottone & Moon -- on behalf of Moulton
Plaza, LLC, a landlord of certain commercial property located at
Moulton Parkway and Santa Maria Avenue in Laguna Hills, California
-- seeks to invalidate certain use restrictions in some executory
contracts and unexpired leases in connection with the sale.

On Nov. 22, the Bankruptcy Court authorized Fresh & Easy to sell
about 150 supermarkets plus a production facility in Riverside,
California, to Ron Burkle's Yucaipa Cos.  According to Bill
Rochelle, the bankruptcy columnist for Bloomberg News, Fresh &
Easy received no competing bids.

According to the report, the bankruptcy judge in Delaware also
approved procedures for selling the right to transfer leases at
locations Yucaipa isn't buying.  In addition, the judge set up an
auction 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.

Bids are due initially for the leases on Dec. 9.  The bid deadline
for the real property is Dec. 10. The auctions will take place
Dec. 12, followed by sale-approval hearings on Dec. 19.

                  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.


GENELINK INC: Incurs $539K Net Loss in Quarter Ended Sept. 30
-------------------------------------------------------------
GeneLink, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $539,292 on $294,739 of revenues for the three months ended
Sept. 30, 2013, compared to a net loss of $974,386 on $425,073 of
revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $1.28
million in total assets, $4.49 million in total liabilities, and
stockholders' deficit of $3.2 million.

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

                        http://is.gd/x3LCSs

                           About Genelink

Based in Orlando, Fla., GeneLink, Inc., is a solution provider in
the genetically customized nutritional and personal care
marketplace.

Genelink disclosed a net loss of $3.05 million on $2.13 million of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $3.83 million on $4.68 million of revenue during the prior
year.  The Company's balance sheet at March 31, 2013, showed $1.23
million in total assets, $4.25 million in total liabilities and a
$3.01 million total stockholders' deficit.

Hancock Askew & Co., LLP, in Savannah, GA, 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 significant net losses in 2012 and 2011,
has a working capital deficit and a significant accumulated
deficit.  These items raise substantial doubt as to the Company's
ability to continue as a going concern.


GOOD SAM: Announces Initial Results of Cash Tender Offer
--------------------------------------------------------
Good Sam Enterprises, LLC, announced the initial results for its
previously announced cash tender offer to purchase any and all of
its outstanding 11.50 Percent Senior Secured Notes due 2016.
Approximately $213.6 million aggregate principal amount of the
Notes were validly tendered and not validly withdrawn prior to
5:00 p.m., Eastern Standard Time (EST), on Nov. 19, 2013.  Payment
for Notes validly tendered and not validly withdrawn on or prior
to the Early Tender Deadline is expected to be made on or about
Nov. 20, 2013, subject to satisfaction of the conditions of the
Tender Offer.

All holders of Notes who validly tendered their Notes prior to the
Early Tender Deadline will receive total consideration of
$1,092.75 per $1,000 principal amount of Notes, which is equal to
(i) $1,042.75 per $1,000 principal amount of Notes validly
tendered and accepted for payment plus (ii) an early tender
payment of $50.00 per $1,000 principal amount of Notes validly
tendered and accepted for payment.  Accrued interest up to, but
not including, the applicable payment date of the Notes will be
paid in cash on all Notes validly tendered and accepted for
payment.

The Tender Offer is scheduled to expire at 11:59 p.m. EST, on
Dec. 4, 2013, unless extended or earlier terminated.  Payment for
Notes validly tendered after the Early Tender Deadline will be
made promptly following the Expiration Date (expected to be on or
about Dec. 5, 2013).  Holders of Notes that are validly tendered
after the Early Tender Deadline and on or prior to the Expiration
Date, and accepted for payment, will receive only the Tender Offer
Consideration and not the Early Tender Payment.

Substantially concurrently with the closing of the Company's
previously announced debt financing, the Company intends to
irrevocably call for redemption on or about Dec. 20, 2013, all of
the Notes that were not tendered pursuant to the Tender Offer, at
the redemption price of $1,086.25 for every $1,000 principal
amount of Notes redeemed plus accrued and unpaid interest to, but
not including, the date of redemption.  Prior to the completion of
the redemption, the Company will satisfy and discharge the
indenture governing the Notes by depositing the redemption price
and accrued interest to, but not including, the redemption date in
trust in accordance with the satisfaction and discharge provisions
of the indenture.  Following the redemption, no principal amount
of Notes will remain outstanding.

Goldman, Sachs & Co. is serving as the Dealer Manager for the
Tender Offer.  Questions regarding the Tender Offer may be
directed to Goldman, Sachs & Co., Liability Management Group at
(800) 828-3182 (toll free) or (212) 357-0215 (collect).

Holders may obtain copies of the Offer to Purchase from the
Information Agent and Tender Agent for the Tender Offer, D.F. King
& Co., Inc., at (212) 269-5550 (banks and brokers) and (800) 207-
3158 (all others).

Neither the Company, the Dealer Manager, the Information Agent and
Tender Agent nor any other person makes any recommendation as to
whether holders of Notes should tender their Notes, and no one has
been authorized to make such a recommendation.

                          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. 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.

                           *     *     *

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.


GP INVESTMENTS: Fitch Affirms 'B+' LT Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the ratings of GP Investments Ltd. (GP)
as follows:

-- Long-term Issuer Default Rating (IDR) at 'B+';
-- Perpetual bonds at 'B+/RR4'.

The Rating Outlook is Stable.

Rating Rationale:

GP's ratings reflect its sound franchise and experienced
management, solid capital base, sound liquidity, and adequate debt
profile. Fitch's view of GP's creditworthiness is tempered by its
concentrated portfolio, tight recurring cash flow, and high debt
service to cash flow ratios.

When compared to debt service, GP's cash flow is quite tight, and
the company relies on volatile investment revenues to fulfill its
commitments. This is mitigated by the significant and consistent
liquidity cushion that GP maintains on its books, as well as by
the important yet volatile success fees, valuation profits,
financial revenues, and dividends.

As revenues fluctuate and GP's recurring EBITDA remains woefully
low, it does not adequately cover the company's debt service.
However, GP has ample liquidity that is regularly fed by the
aforementioned investment revenues, allowing the company to
handily fulfill its financial commitments.

Given the size of the deals GP executes, concentration is
structurally high and likely to remain so. This is mitigated by
the thorough and conservative investment policies that target
well-established companies that generate their own cash flows and
have significant growth potential. A mix of mature and growing
companies curbs execution risk, but concentration exposes its
results to volatility and sudden changes.

Boasting a very low debt to equity leverage (0.75x at September
2013), GP has a significant capital base that allows the company
to pursue its investment plans while maintaining an adequate
cushion against unexpected losses, a very important feature given
the high volatility that affects the value of its investments.

GP has historically had a very high liquidity (liquid assets after
commitments equaled about USD294 million at September 2013) that
has consistently covered all of its financial liabilities. From an
operational standpoint, GP's current liquidity fully covers its
annual operational expenses, debt service, and investment
commitments for the next 30-36 months.

GP's core liabilities are very long-term and almost equally
divided between perpetual bonds and a long-term loan maturing in
2020. This structure leaves plenty of room for GP to manage its
short- to medium-term cash flows and focus on its investments,
whose realization is contingent in nature, thus creating little
short-term financial pressure.

GP's management has significant expertise in the private equity
(PE) business after 20 years and more than USD5 billion in
investments. Driven by entrepreneurs, GP has the network,
contacts, and business acumen to be a top PE player in Brazil.

Rating Sensitivities:

GP's ratings would benefit from a larger and stable recurring cash
flow that would bolster debt and expenses coverage metrics. It may
also benefit from a more diversified investment base and the
stability of its liquidity reserves above USD100 million.
On the other hand, a significant increase of its leverage,
deterioration on its recurring cash flow metrics (Management Fees
below USD40 million), or dismal performance of its investments
could negatively pressure its ratings.


GRAYMARK HEALTHCARE: Incurs $16.5-Mil. Net Loss in 3rd Quarter
--------------------------------------------------------------
Graymark Healthcare, Inc., 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 $16.49 million on $24.99
million of revenue for the three months ended Sept. 30, 2013, as
compared with net income attributable to the Company of $1.15
million on $12.31 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 attributable to the Company of $15.87 million on $67.13
million of revenue as compared with net income attributable to the
Company of $4.48 million on $35.53 million of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $59.46
million in total assets, $66.65 million in total liabilities,
$7.50 million in preferred noncontrolling interest and a $14.69
million total deficit.

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

                        http://is.gd/5Sw8qt

                     About Graymark Healthcare

Graymark Healthcare, Inc., headquartered in Oklahoma City, Okla.,
provides care management solutions to the sleep disorder market.
As of June 30, 2012, the Company operated 107 sleep diagnostic and
therapy centers in 10 states.

                           Going Concern

As of March 31, 2013, the Company had an accumulated deficit of
$60.2 million and reported a net loss of $2.7 million for the
first quarter of 2013.  In addition, the Company used $0.3 million
in cash from operating activities from continuing operations
during the quarter.  On March 29, 2013, the Company signed a
definitive purchase agreement with Foundation Healthcare
Affiliates, LLC to purchase 100 percent of the interests in
Foundation Surgery Affiliates, LLC and Foundation Surgical
Hospital Affiliates, LLC, in exchange for 98.5 million shares of
the Company's common stock.  Management expects the transaction to
close in the second quarter of 2013; however, there is no
assurance the acquisition will close at that time or at all.

"If the Company is unable to close the Foundation transaction or
raise additional funds, the Company may be forced to substantially
scale back operations or entirely cease its operations and
discontinue its business.  These uncertainties raise substantial
doubt regarding the Company's ability to continue as a going
concern," according to the Company's quarterly report for the
period ended March 31, 2013.


GREEN FIELD ENERGY: Court Extends Schedules Filing Deadline
-----------------------------------------------------------
At the behest of Green Field Energy Services, Inc., et al., the
U.S. Bankruptcy Court for the District of Delaware extended until
Dec. 13, 2013, the time within which the Debtors must file their
schedules of assets and liabilities, and statements of financial
affairs.

The Debtors assert they need the additional time because they do
not believe they will be in a position to accurately complete
their Schedules and Statements within the current Nov. 26
deadline.

                       About Green Field Energy

Green Field Energy Services, Inc., 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.
13-12783, 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: U.S. Trustee Amends Creditors' Panel
--------------------------------------------------------
The U.S. Trustee filed a notice amending the members for the
official committee of unsecured creditors in the Chapter 11 cases
of Green Field Energy Services, Inc.

The new 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
        Tel: (713) 350-6861
        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
        Attn: Mike Balitsaris
        One Radnor Corp. Center
        100 Matsonford Road, Suite 101
        Radnor, PA 19087
        Tel: (484) 684-1203.

     7. S.P.M. Flow Control, Inc.
        Attn: Jason Zeller
        601 Weir Way
        Fort Worth, TX 76108,
        Tel: (817) 935-7500

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.


H.E.P. DIRECT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: H.E.P. Direct, Inc.
        4040 Business Park Court
        Winston Salem, NC 27107

Case No.: 13-51485

Chapter 11 Petition Date: November 27, 2013

Court: United States Bankruptcy Court
       Middle District of North Carolina (Winston-Salem)

Judge: Hon. Catharine R. Aron

Debtor's Counsel: Vicki L. Parrott, Esq.
                  P. O. Box 2208
                  Chapel Hill, NC 27514-2208
                  Tel: (919) 968-4441
                  Email: vlp@nbfirm.com

Total Assets: $2.79 million

Total Liabilities: $3.78 million

The petition was signed by Keith Hewitt, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ncmb13-51485.pdf


HARRISBURG, PA: Receivership's Extension Wins Court Approval
------------------------------------------------------------
Law360 reported that a Pennsylvania appeals court agreed on
Nov. 27 to allow the state's financially beleaguered capital to
remain under the control of a fiscal receiver for another two
years as the city of Harrisburg struggles to restructure debt
stemming from a failed incinerator project.

According to the report, Pennsylvania Commonwealth Court Judge
Bonnie Brigance Leadbetter granted an application from C. Alan
Walker, secretary for the Department of Community and Economic
Development, requesting that the court extend the receivership for
Harrisburg.

As such, Maj. Gen. William B. Lynch will remain Harrisburg's
receiver until 2015, the report related.

                 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.


HARRISBURG PROSPECT: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Harrisburg Prospect Lease Fund, LLC
        8110 East Highway 7
        Duncan, OK 73533

Case No.: 13-15263

Chapter 11 Petition Date: November 27, 2013

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Hon. Niles L. Jackson

Debtor's Counsel: Beauchamp M. Patterson, Esq.
                  MCAFEE & TAFT
                  211 North Robinson
                  Two Leadership Square - 10th Floor
                  Oklahoma City, OK 73102
                  Tel: (405) 235-9621
                  Email: beau.patterson@mcafeetaft.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jimmy W. Gray, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/okwb13-15263.pdf


HELIA TEC: U.S. Trustee Unable to Appoint Creditors Committee
-------------------------------------------------------------
Judy A. Robbins, U.S. Trustee for Region 7, notified the U.S.
Bankruptcy Court for the Southern District of Texas that she was
unable to appoint an official committee of unsecured creditors in
the Chapter 11 cases of Helia Tec Resources, Inc.

The U.S. Trustee has been unable to solicit sufficient interest to
form a creditors' committee.

Helia Tec Resources, Inc. filed a Chapter 11 petition (Bankr. S.
D. Tex. Case No. 13-36251) on Oct. 3, 2013 in Houston, Texas,
represented by Richard L. Fuqua, II, Esq., at Fuqua & Associates,
PC, in Houston, as counsel to the Debtor. The Debtor listed
$16.15 million in assets and $2.24 million in liabilities. The
petition was signed by Cary E. Hughes, president.


HERTZ CORP: Moody's Rates 1st Fleet Lease Term ABS Transaction
--------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to the
Floating Rate Asset-Backed Notes, Series 2013-3 (the 2013-3 Notes)
issued by Hertz Fleet Lease Funding LP (the Issuer). The Issuer is
a bankruptcy-remote special purpose entity indirectly wholly-owned
by Donlen Corporation, currently a wholly-owned subsidiary of The
Hertz Corporation (Hertz, B1). Donlen, the servicer for this
transaction, provides fleet leasing and management services
primarily to businesses throughout the United States. Hertz will
provide a performance guarantee relating to the obligations of
Donlen as the servicer for the transaction. The 2013-3 Notes will
be issued under a master trust structure.

The complete rating action is as follows:

Issuer: Hertz Fleet Lease Funding, LP

Class A Series 2013-3 Floating Rate Asset Backed Notes, Definitive
Rating Assigned Aaa (sf)

Class B Series 2013-3 Floating Rate Asset Backed Notes, Definitive
Rating Assigned Aa2 (sf)

Class C Series 2013-3 Floating Rate Asset Backed Notes, Definitive
Rating Assigned A2 (sf)

Class D Series 2013-3 Floating Rate Asset Backed Notes, Definitive
Rating Assigned Baa2 (sf)

Ratings Rationale:

The definitive ratings assigned only address the timely payment of
interest and the ultimate payment of principal of the Series 2013-
3 Notes. The definitive ratings are based on an assessment of the
quality of the collateral, available credit enhancement and the
structural features of the transaction. The total hard credit
enhancement for the most senior notes rated Aaa (sf) is
approximately 14% including subordination, overcollateralization
and a reserve fund.

The Series 2013-3 Notes are ultimately backed by a special unit of
beneficial interest (SUBI) consisting of a pool of leases and the
related vehicles. A first priority perfected security interest in
the vehicles and leases will be held by The Bank of New York
Mellon Trust Company, N.A. as the collateral agent for the benefit
of the noteholders. The leases were originated in the name of
Donlen Trust (Titling Trust) by Donlen. Currently 100% of the
leases are open-end leases. The transaction structure allows for
up to 3% of the pool to be the residuals of closed-end leases.
Donlen's portfolio is relatively more concentrated by obligor size
for the large obligors compared with the portfolios of other fleet
lease ABS sponsors. As of September 27, 2013, the top lessee
accounted for approximately 8% of the pool and the top ten lessees
accounted for close to 40% of the pool. The structure includes
various concentration limits to mitigate the pool composition
migration risk during the revolving period or amortization period.
The largest obligor group either not-rated by Moody's, or rated
non-investment grade by Moody's is limited to 8.75% of the pool
while the largest obligor group rated investment grade by Moody's
is limited to 9.75% of the pool. There are also further limits on
pool concentration, on types of equipment and on the maturity of
the leases.

Key credit metrics on the lease pool include the weighted average
rating of the lessees, the diversity score (a measure of the
diversity of the pool of lessees) and the break-even recovery rate
on liquidated collateral in the event of a lessee default. The
overall weighted default rate of the entire pool is consistent
with a Ba3/B1 rating. The diversity score for the top 200 obligors
in the pool (approximately 97% of the entire pool by value) is
approximately 55, meaning the pool of lessees will have a similar
default profile as a pool of 55 independent and equal-sized
lessees with the same rating as the weighted average rating of the
pool.

V-Score and Parameter Sensitivity:

Moody's V Score: The V Score for this transaction is Medium, the
same as that for the fleet leasing sector. The V Score indicates
"Medium" uncertainty about critical assumptions.

The score for transaction complexity is Medium, the same as PHH-
sponsored deals but higher than those sponsored by ARI or Wheels
due to the revolving nature of the transaction. Moody's V Scores
provide a relative assessment of the quality of available credit
information and the potential variability around the various
inputs to a rating determination. The V Score ranks transactions
by the potential for significant rating changes owing to
uncertainty around the assumptions due to data quality, historical
performance, the level of disclosure, transaction complexity, the
modeling and the transaction governance that underlie the ratings.
V Scores apply to the entire transaction (rather than individual
tranches).

Moody's Parameter Sensitivities: For this exercise, Moody's
analyzed stress scenarios assessing the potential model-indicated
ratings impact if (a) the assumed weighted average rating of the
lessees were to immediately decline from B1 to B2 and B3 and (b)
the assumed recovery rates were to decrease to 55%, 60%, 65%, and
70%, respectively, for Class A, Class B, Class C and Class D,
respectively. The following descriptions provide a summary of the
results.

Using such assumptions, the Aaa initial rating for the Class A
Notes will change to Aa1 and Aa3, respectively, if the recovery
rate decreases to 55%; the Aa2 initial rating for the Class B
Notes will change to A3 and Baa3, respectively, if the recovery
rate decreases to 60%; the A2 initial rating for the Class C Notes
will change to Baa2 and Ba1, respectively, if the recovery rate
decreases to 65%; the Baa2 initial rating for the Class D Notes
will change to Ba1 and B1, respectively, if the recovery rate
decreases to 70%.

Parameter Sensitivities are not intended to measure how the rating
of the security might migrate over time; rather they are designed
to provide a quantitative calculation of how the initial rating
might change if key input parameters used in the initial rating
process differed. The analysis assumes that the deal has not aged.
Parameter Sensitivities only reflect the ratings impact of each
scenario from a quantitative/model-indicated standpoint.
Qualitative factors are also taken into consideration in the
ratings process, so the actual ratings that would be assigned in
each case could vary from the information presented in the
Parameter Sensitivity analysis.


HOLT DEVELOPMENT: Dec. 17 Hearing on Continued Cash Use
-------------------------------------------------------
The Hon. Randal S. Mashburn of the U.S. Bankruptcy Court for the
Middle District of Tennessee continued until Dec. 17, 2013, at
9:00 a.m. the hearing to consider Holt Development Co. LLC's
continued use of cash collateral.

The hearing was continued from Nov. 12.

The Court has authorized, in a third interim order, the Debtor's
use of secured creditor Heritage Bank's cash collateral.

To secure the use of cash collateral, Heritage will have and is
granted valid and perfected Replacement Liens in and upon all of
the existing and future assets and properties of Debtor.

                      About Holt Development

Holt Development Co., LLC, filed a Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 13-06154) on July 16, 2013.  The petition was
signed by Dannie R. Holt as chief manager.  Judge Randal S.
Mashburn presides over the case.  Gullett, Sanford, Robinson &
Martin, PLLC, serves as the Debtor's counsel.  The Debtor
estimated assets of at least $10 million and debts of at least
$1 million.

In its schedules, the Debtor disclosed $12,577,049 in assets and
$10,342,933 in liabilities as of the Petition Date.  The Debtor is
in the business of developing improved and unimproved properties
in Pleasant View, Cheatham County, Tennessee.


HOLT DEVELOPMENT: Heritage Bank Seeks to Foreclose on Property
--------------------------------------------------------------
Heritage Bank asks the U.S. Bankruptcy Court for the Middle
District of Tennessee for relief from the automatic stay in the
Chapter 11 case of Holt Development Co., LLC, to exercise its
applicable non-bankruptcy rights with respect to the property.

Heritage has four outstanding loans to the Debtor.  Heritage has
not received any payments on the indebtedness since March 2013.
Even absent that debt service, the Debtor has not accumulated
substantial cash over the last seven months.  The Debtor has not
paid Heritage interest at the non-default rate on the value of the
property commencing Nov. 1, 2013.

Additionally, Heritage relates that the Debtor's proposed plan
does not have a reasonable possibility of being confirmed within a
reasonable time, or at any time, because it is patently non-
confirmable.

                      About Holt Development

Holt Development Co., LLC, filed a Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 13-06154) on July 16, 2013.  The petition was
signed by Dannie R. Holt as chief manager.  Judge Randal S.
Mashburn presides over the case.  Gullett, Sanford, Robinson &
Martin, PLLC, serves as the Debtor's counsel.  The Debtor
estimated assets of at least $10 million and debts of at least
$1 million.

In its schedules, the Debtor disclosed $12,577,049 in assets and
$10,342,933 in liabilities as of the Petition Date.  The Debtor is
in the business of developing improved and unimproved properties
in Pleasant View, Cheatham County, Tennessee.


HOLT DEVELOPMENT: Plan Funding Derived From Ongoing Revenue Stream
------------------------------------------------------------------
The Hon. Randal S. Mashburn of the U.S. Bankruptcy Court for the
Middle District of Tennessee will convene a hearing on Dec. 17,
2013, at 9:00 a.m., to consider the adequacy of information in the
Disclosure Statement explaining Holt Development Co., LLC's Plan
of Reorganization dated Nov. 1, 2013.  Plan objections, if any,
are due Dec. 5.

According to the Disclosure Statement, the primary source of
funding for distributions under the Plan to nonpriority unsecured
non-insider creditors is the ongoing revenue stream from the
operations of the Pleasant View Project.

The Plan provides for this treatment of claims:

   Class 3 Claims of Heritage Bank.  The reorganized Debtor will
execute and deliver to Heritage Bank a promissory note having a
principal amount equal to the Loan Balance EDOP.

   Class 4 Claims of Doris E. Napiwoski.  On the Effective Date of
the Plan, or as soon as practicable thereafter, the following
actions, terms and conditions will be performed and implemented:
By warranty deed the Debtor will sell, transfer and convey to M&D
Investments, LLC, a Tennessee limited liability company, all the
Debtor's right, title and interest in, under and to all real
properties, or interests therein, which remain subject to the
liens provided in the three (3) deeds of trust recorded
prepetition for the benefit of the Class 4 Claimant, as the same
may have heretofore been modified.

   Class 5 Unsecured Claims of Holt Construction, Inc. and Dannie
R. Holt and Melba Holt.  The legal, equitable and contractual
rights to which the claims of the Class 5 Claimants entitle the
holders thereof are not altered by the Plan, except as follows:
all such claims are subordinated to the rights of all other
holders of Allowed Claims in the Case.

   Class 6 Claims of Pleasant View Village Square, Inc.  The
legal, equitable and contractual rights to which the claims of the
Class 6 Claimant entitle the holder thereof are not altered by the
Plan.

   Class 7 Unsecured Claims not entitled to priority and not
expressly included in the definition of any other class.  In full
settlement, satisfaction and discharge of the allowed claims of
the Class 7 Claimants, the reorganized Debtor will remit to each
Class 7 Claimant on the Effective Date of the Plan cash equal to
one-half of the allowed amount of its claim.

   Class 8 Interests. The legal, equitable and contractual rights,
to which the interests of the Class 8 Interests entitle the
holders thereof, are not altered by the Plan.

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

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

                      About Holt Development

Holt Development Co., LLC, filed a Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 13-06154) on July 16, 2013.  The petition was
signed by Dannie R. Holt as chief manager.  Judge Randal S.
Mashburn presides over the case.  Gullett, Sanford, Robinson &
Martin, PLLC, serves as the Debtor's counsel.  The Debtor
estimated assets of at least $10 million and debts of at least
$1 million.

In its schedules, the Debtor disclosed $12,577,049 in assets and
$10,342,933 in liabilities as of the Petition Date.  The Debtor is
in the business of developing improved and unimproved properties
in Pleasant View, Cheatham County, Tennessee.


HOYT TRANSPORTATION: Can Employ Goldberg Weprin as Counsel
----------------------------------------------------------
Hoyt Transportation Corp. sought and obtained authorization from
the Hon. Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York to employ Goldberg Weprin Finkel
Goldstein LLP as general bankruptcy counsel.

The services to be rendered by Goldberg Weprin include the
following:

   (a) provide the Debtor with all necessary legal advise in
       connection with the bankruptcy case, as well as the
       Debtor's responsibilities and duties as a debtor-in-
       possession;

   (b) represent the Debtor in all proceedings before the
       Bankruptcy Court and U.S. Trustee;

   (c) draft, prepare and file all necessary legal papers,
       applications, motions, reports and plan related documents
       on the Debtor's behalf needed;

   (d) represent the Debtor with respect to the sale of certain of
       assets and pursuit of claims against the Department of
       Education and other parties; and

   (e) potentially challenge imposition of withdrawal liability
       and other union related obligations in conjunction with
       special labor counsel.

Goldberg Weprin will be paid at these hourly rates:

       Partner              $495
       Associate            $250-$425
       Paralegal             $90-$120

Goldberg Weprin will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Prior to the bankruptcy filing, Goldberg Weprin received a $35,000
retainer payment from the Debtor.  The sum of $15,000 was applied
certain pre-petition legal services and $1,213 was applied to
filing fee.  The unused balance of $18,787 of the retainer will be
applied to the legal fees and expenses awarded during the Chapter
11 case.

Kevin J. Nash, member of Goldberg Weprin, 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 Hoyt Transportation

Brooklyn, New York-based Hoyt Transportation Corp. filed a
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-44299) on
July 13, 2013, estimating at least $10 million in assets and
liabilities.  The Debtor is represented by Kevin J. Nash, Esq.,
at Goldberg Weprin Finkel Goldstein LLP.

Brooklyn-based Hoyt specializes in transportation for children
with disabilities.  Hoyt operated 350 buses until the contract
with the Department of Education expired.


HT INTERMEDIATE: S&P Keeps 'B' CCR Over Upsized PIK Toggle Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that a $10 million
increase in HT Intermediate Holdings Corp.'s senior pay-in-kind
(PIK) toggle notes to $110 million has no effect on its corporate
credit rating, issue-level and recovery ratings, or outlook on the
company.  The company has stated that it will use the proceeds to
fund approximately $106 million dividend to shareholders and pay
related fees and expenses.

Although recovery prospects for the PIK toggle notes lenders
diminish somewhat because of the facility upsize, the recovery
rating on that debt instrument remains '6', indicating that
lenders will achieve negligible (0%-10%) recovery of principal in
the event of a payment default.

Pro forma for the transaction, total debt to EBITDA increases
modestly to about 4.8x at Aug. 3, 2013, from 4.7x before the notes
upsize and 3.9x before the transaction.

RATINGS LIST

HT Intermediate Holdings Corp.
  Corporate Credit Rating               B/Negative/--
  $110M PIK toggle notes                CCC+
   Recovery rating                      6


ID PERFUMES: Incurs $1 Million Net Loss in Third Quarter
--------------------------------------------------------
ID Perfumes, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.02 million on $1.96 million of sales for the three months
ended Sept. 30, 2013, as compared with a net loss of $1.18 million
on $2.79 million of sales for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $3.72 million on $6.03 million of sales as compared
with a net loss of $3.02 million on $4.19 million of sales for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $2.83
million in total assets, $17.24 million in total liabilities and a
$14.41 million total shareholders' deficiency.

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

                         http://is.gd/66i7qd

                          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.


IDERA PHARMACEUTICALS: Reports $5.02-Mil. Net Loss in 3rd Quarter
-----------------------------------------------------------------
Idera Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $5.02 million on $7,000 of revenues for the three
months ended Sept. 30, 2013, compared to a net loss of $4.83
million on $3,000 of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $39.57
million in total assets, $2.46 million in total liabilities, and
stockholders' equity of $37.11 million.

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

                        http://is.gd/bG8yyZ

                     About Idera Pharmaceuticals

Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a
clinical stage biotechnology company engaged in the discovery and
development of novel synthetic DNA- and RNA-based drug candidates
that are designed to modulate immune responses mediated through
Toll-like Receptors, or TLRs.  The Company has two drug
candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a
TLR7, TLR8, and TLR9 antagonist, in clinical development for the
treatment of autoimmune and inflammatory diseases.

In the auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, Ernst & Young LLP, in Boston,
Mass., expressed substantial doubt about Idera's ability to
continue as a going concern, citing recurring losses and negative
cash flows from operations and the necessity to raise additional
capital or alternative means of financial support, or both, prior
to Dec. 31, 2013, in order to continue to fund its operations.

The Company reported a net loss of $19.2 million on $51,000 of
revenue in 2012, compared with a net loss of $23.8 million on
$53,000 of revenue in 2011.  Revenue in 2012 and 2011 consisted of
reimbursement by licensees of costs associated with patent
maintenance.

The Company's balance sheet at March 31, 2013, showed
$6.81 million in total assets, $4.10 million in total liabilities,
$5.92 million in series D redeemable convertible preferred stock,
and a $3.21 million total stockholders' deficit.


IMPLANT SCIENCES: Extends Credit Agreements with DMRJ Group
-----------------------------------------------------------
Implant Sciences Corporation has renegotiated its credit
agreements with its senior secured lender, DMRJ Group LLC.

DMRJ has agreed to extend the maturity of all Implant Sciences'
indebtedness from March 31, 2014, to Sept. 30, 2014.  No other
terms or conditions of the credit agreements were changed.

DMRJ's David Levy commented, "Implant Sciences continues to
solidify its position as a leader in the Explosives Trace
Detection market.  The Company's QS-B220 Desktop Trace Detector
has successfully achieved certification with the Service Technique
de l'Aviation Civile ("STAC"), the French civil aviation
authority, for passenger and cargo screening, was accepted into
the "Qualified" section of the TSA's Air Cargo Screening
Technology List, and is progressing through the TSA's Systems
Integration Facility toward qualification on the TSA's Qualified
Product List for passenger checkpoint and checked baggage
screening.  Extending the credit facility with Implant Sciences
clearly demonstrates our confidence in the continued success of
Implant Sciences."

Implant Sciences' President and CEO Glenn D. Bolduc added, "Once
more, DMRJ has demonstrated their confidence in Implant Sciences
and belief in our future.  We have been partners for almost five
years and they continue to be extremely supportive of Implant
Sciences and our initiatives, for which we are most appreciative."

                       Fiscal Q1 2014 Results

Implant Sciences reported a net loss of $6.02 million on $1.16
million of revenues for the three months ended Sept. 30, 2013, as
compared with a net loss of $12.74 million on $1.41 million of
revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $4.44
million in total assets, $53.32 million in total liabilities and a
$48.87 million total stockholders' deficit.

Glenn D. Bolduc, president and CEO of Implant Sciences, commented,
"During our recently concluded first quarter Implant Sciences
achieved a number of important strategic goals that we believe
position the Company for consistent and sustainable growth.  We
have taken important steps to broaden the markets we serve,
increase our revenue opportunities, and improve our financial
stability."

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

                          http://is.gd/QhzIFr

                        About Implant Sciences

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

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company has had recurring net losses and continues to experience
negative cash flows from operations.  As of Sept. 25, 2012, the
Company's principal obligation to its primary lender was
$33,429,000 with accrued interest of $3,146,000.  The Company is
required to repay all borrowings and accrued interest to this
lender on March 31, 2013.  These conditions raise substantial
doubt about its ability to continue as a going concern.

For the year ended June 30, 2013, the Company incurred a net loss
of $27.35 million on $12.01 million of revenues as compared with a
net loss of $14.63 million on $3.40 million of revenues during the
prior year.

                        Bankruptcy Warning

"Despite our current sales, expense and cash flow projections and
$12,763,000 in cash available from our line of credit with DMRJ at
March 31, 2013, we will require additional capital in the third
quarter of fiscal 2014 to fund operations and continue the
development, commercialization and marketing of our products.  Our
failure to achieve our projections and/or obtain sufficient
additional capital on acceptable terms would have a material
adverse effect on our liquidity and operations and could require
us to file for protection under bankruptcy laws," the Company said
in its quarterly report for the period ended March 31, 2013.


INDEPENDENCE TAX IV: Has $104K Net Loss in Q3 Ended Sept. 30
------------------------------------------------------------
Independence Tax Credit Plus L.P. IV filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $103,890 on $886,187 of revenues for
the three months ended Sept. 30, 2013, compared to a net income of
$170,580 on $858,541 of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $8.8 million
in total assets, $28 million in total liabilities, and
stockholders' deficit of $19.2 million.

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

                       http://is.gd/Wsn2DB

New York-based Independence Tax Credit Plus L.P. IV is a limited
partnership which was formed under the laws of the State of
Delaware on Feb, 22, 1995.

On July 6, 1995, the Partnership commenced a public offering of
Beneficial Assignment Certificates representing assignments of
limited partnership interests in the Partnership.  The Partnership
received $45,844,000 of gross proceeds from the Offering from
2,759 investors.  The Offering was terminated on May 22, 1996.

The Partnership's initial business was to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.

The Partnership is currently in the process of developing a plan
to dispose of all of its investments.  It is anticipated that this
process will take a number of years.

The Partnership reported a net loss of $967,365 on $4.2 million of
revenues in fiscal 2013, compared with net income of $970,124 on
$4.1 million of revenues in fiscal 2012.


INFUSYSTEM HOLDINGS: Files Copy of Presentation with SEC
--------------------------------------------------------
InfuSystem Holdings, Inc., furnished with the U.S. Securities and
Exchange Commission a copy of its investor presentation dated
Nov. 18, 2013.  The investor presentation is available for at:

                        http://is.gd/Bh9967

                      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.  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.


INTELLIPHARMACEUTICS INT'L: FDA OKs Dexmethylphenidate Capsules
---------------------------------------------------------------
Intellipharmaceutics International Inc. announced that the U.S.
Food and Drug Administration has granted final approval of the
Company's dexmethylphenidate hydrochloride extended-release
capsules for the 15 and 30 mg strengths.  Commercial sale of these
strengths will be launched immediately by the Company's
commercialization partner in the United States Par Pharmaceutical,
Inc.

As the first-filer for the drug product in the 15 mg strength, the
Company will have 180 days of exclusivity of generic sales from
the date of launch in the United States by its partner, Par.

The Company's 5, 10, 20 and 40 mg strengths were also tentatively
FDA approved, subject to the right of another party or parties to
180 days of generic exclusivity from the date of first launch by
such parties.  Par intends to launch these strengths immediately
upon the expiry of those exclusivity periods.

Dr. Isa Odidi, the CEO and a co-founder of Intellipharmaceutics,
stated, "FDA approval of our application for a generic version of
Focalin XR(R) is a major milestone for the Company in several
respects.  We believe that the approval represents a strong
validation of our core drug development competence and our
controlled-release delivery technologies.  At the same time, we
have demonstrated that we can partner with an established and
well-regarded pharmaceutical company, in this case Par
Pharmaceutical, to see a product through to commercialization in
the United States.  Finally, this generic product will generate
our first revenues from commercial sales of a drug product in the
United States and provide an enhanced level of financial
flexibility to the Company."

Focalin XR(R), a drug used in the treatment of attention deficit
hyperactivity disorder, is marketed by Novartis Pharmaceuticals
Corporation. According to Source Healthcare Analytics, sales for
the 12 months ended October 2013 of Focalin XR(R) 15 and 30 mg,
respectively, in the U.S. were approximately $136 million and $69
million (TRx MBS Dollars, which represents projected new and
refilled prescriptions representing a standardized dollar metric
based on manufacturer's published catalog or list prices to
wholesalers, and does not represent actual transaction prices and
does not include prompt pay or other discounts, rebates or
reductions in price).  The remaining 5, 10, 20, 25, 35 and 40 mg
strengths represent sales of approximately $478 million (TRx MBS
Dollars).

                     About Intellipharmaceutics

Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada.  Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs.  Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals.  Based on this technology, Intellipharmaceutics
has a pipeline of product candidates in various stages of
development, including filings with the FDA in therapeutic areas
that include neurology, cardiovascular, gastrointestinal tract,
diabetes and pain.

The Company's balance sheet at Aug. 31, 2013, showed $4.11 million
in total assets, $5.49 million in total liabilities and a $1.37
million shareholders' deficiency.

                     Going Concern Uncertainty

"In order for the Company to continue operations at existing
levels, the Company expects that for at least the next twelve
months the Company will require significant additional capital.
While the Company expects to satisfy its operating cash
requirements over the next twelve months from cash on hand,
collection of anticipated revenues resulting from future
commercialization activities, development agreements or marketing
license agreements, through managing operating expense levels,
funds from senior management through the convertible debenture
described elsewhere herein, equity and/or debt financings, and/or
new strategic partnership agreements funding some or all costs of
development, there can be no assurance that the Company will be
able to obtain any such capital on terms or in amounts sufficient
to meet its needs or at all," the Company said in its quarterly
report for the period ended May 31, 2013.


INTERFAITH MEDICAL: Judge Stong to Handle Mediation
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
assigned the Hon. Elizabeth S. Stong to mediate matters relating
to Interfaith Medical Center, Inc.'s proposed closure plan.

Judge Stong will also mediate matters relating to the proposed
plan filed by the IM Foundation, and any related matters that
Judge Stong may consider appropriate for inclusion in the
mediation.

The mediation will attempt to resolve certain disputes by and
between the Debtor, Official Committee of Unsecured Creditors,
Dormitory Authority of the State of New York, New York State
Department of Health, 1199SEIU United Healthcare Workers East, Ad
Hoc Group of Doctors, IM Foundation, New York State Nurses
Association.

The parties are ordered to contact Judge Stong's chambers to set a
schedule for the mediation and upon conclusion of the mediation,
the parties will notify the Court of the results of the mediation.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, has
reported that Interfaith acceded to demands by the state
Department of Health and decided to shut down, even though the
287-bed acute-care hospital said the closing "will have serious
consequences for the provision of health care" in the Bedford-
Stuyvesant section of Brooklyn, where the facility is located.

Then, Bill de Blasio, a candidate for mayor, interceded in
bankruptcy court, opposing demands by state regulators that the
institution close in September.  Mr. De Blasio won the election
and will become the city's mayor in January.

IM Foundation also has objected to closing, saying it has a plan
to continue operating the hospital.

                  About Interfaith Medical Center

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

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

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

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

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


INTERFAITH MEDICAL: Has Until Dec. 16 to File Chapter 11 Plan
-------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York extended Interfaith Medical Center,
Inc.'s exclusive periods to file a plan of reorganization until
Dec. 16, 2013, and solicit acceptances for that plan until
Feb. 17, 2014.

Interfaith sought a 35-day extension to file a creditor-payment
plan as it negotiates with potential buyers interested in taking
over its facilities.

                  About Interfaith Medical Center

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

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

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

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

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


INTERFAITH MEDICAL: Paladin and Aetna Propose Reorganization Plan
-----------------------------------------------------------------
Prasad Chalasani, MD, authorized by Paladin Health Care Capital;
and Aetna Health Insurance Carrier, accountable care solution,
filed with the U.S. Bankruptcy Court for the Eastern District of
New York a Plan of Reorganization for Interfaith Medical Center,
Inc.

According to the Disclosure Statement, the plan provides that
ambulatory care facilities will remain with the IMC as part of the
hospital's current GME (graduate medical education) teaching
program.

The plan proponents relate that federally funded Qualified Health
Clinics (FQHC) ambulatory facilities are not an option because (i)
they will not be able to sponsor residency programs as proposed by
IMC doctors; (ii) the FQHC plan would conflict with the Aetna
Accountable care Organization (ACO) Plan should the Debtors and
Hospital decide sponsor ACO's, as part of the main reorganization
to self sustain IMC without any financial support from outside in
a long run; (iii) FQHC will not be a practical option to  deliver
collaborative health care as per ACA (Affordable Care Act)
guidelines and engage the beneficiaries (patients and the
community).

Paladin proposes to fund the IMC as needed.

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

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

                  About Interfaith Medical Center

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

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

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

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

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


ISTAR FINANCIAL: Agrees to Sell $175 Million Convertible Notes
--------------------------------------------------------------
iStar Financial Inc. has agreed to sell $175 million aggregate
principal amount of 1.50 Percent Convertible Senior Notes due
Nov. 15, 2016.  The Company has also granted the initial
purchasers a 30-day option to purchase up to an additional $25
million aggregate principal amount of the notes on the same terms
and conditions.  The Company intends to use the net proceeds of
the offering, along with available cash on hand, to redeem its
$201 million aggregate principal amount of 5.70 percent unsecured
Senior Notes due March 2014.  In addition, the Company agreed to
repurchase approximately 1.7 million shares of its common stock
with cash on hand, concurrent with the offering of the notes, in
privately negotiated transactions with purchasers of the notes.
The sale is expected to close on Nov. 19, 2013, subject to
customary closing conditions.

The notes will bear interest at a fixed rate of 1.50 percent per
year, payable semiannually in arrears on May 15 and November 15 of
each year, beginning on May 15, 2014.  The notes will be
convertible into shares of iStar's common stock, based on an
initial conversion rate of 57.8369 shares of iStar's common stock
per $1,000 principal amount of notes, which is equivalent to an
initial conversion price of $17.29 per share of common stock and
represents a premium of 40 percent above the last reported sale
price of iStar's common stock on the New York Stock Exchange on
Nov. 13, 2013, of $12.35 per share.  The conversion rate and
conversion price are subject to adjustment in certain events, such
as distributions of dividends or stock splits.

                        About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

iStar Financial incurred a net loss of $241.43 million in 2012,
following a net loss of $25.69 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $5.77 billion in total
assets, $4.37 billion in total liabilities, $12.39 million in
redeemable noncontrolling interests, and $1.38 billion in total
equity.

                            *     *     *

In March 2013, Fitch Ratings affirmed iStar's 'B-' issuer default
rating and revised the outlook to "positive" from "stable."  The
revision of the outlook to positive is based on the company's
demonstrated access to the unsecured debt market, which, combined
with certain secured debt refinancings, have significantly
improved SFI's near-term debt maturity profile.

As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial.

In October 2012, Moody's Investors Service upgraded the corporate
family rating to B2 from B3.  The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate.  The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.


IZEA INC: CEO Ed Murphy Buys 20,000 Common Shares
-------------------------------------------------
From Nov. 13, 2013, through Nov. 15, 2013, Edward H. Murphy, Izea
Inc.'s president and chief executive officer, purchased 20,000
shares of the Company's common stock in the open market for a
total purchase price of $7,551 (an average of $0.38 per share) for
investment purposes.

                          About IZEA, Inc.

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

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

Cross, Fernandez & Riley, LLP, in Orlando, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred recurring operating
losses and had a negative working capital and an accumulated
deficit at Dec. 31, 2012.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern
without raising sufficient additional financing.


JEFFERSON COUNTY, AL: Fitch Rates $395MM Sr. Revenue Notes 'BB+'
----------------------------------------------------------------
Fitch Ratings assigns the following ratings to Jefferson County,
AL's (the county) warrants:

-- $395 million senior lien sewer revenue current interest
    warrants, series 2013-A 'BB+';

-- $55 million senior lien sewer revenue capital appreciation
    warrants, series 2013-B 'BB+';

-- $150 million senior lien sewer revenue convertible capital
    appreciation warrants, series 2013-C 'BB+';

-- $810.9 million subordinate lien sewer revenue current interest
    warrants, series 2013-D 'BB';

-- $50.3 million subordinate lien sewer revenue capital
    appreciation warrants, series 2013-E 'BB';

-- $324.3 million subordinate lien sewer revenue convertible
    capital appreciation warrants, series 2013-F 'BB'.

The Rating Outlook is Stable.

The warrants were priced on Nov. 19, 2013 and are expected to
close Dec. 3, 2013. Final pricing of the warrants yielded total
borrowing costs less than prior forecasts. Also, subsequent to the
warrant pricing the judge overseeing the county's bankruptcy case
issued an order on Nov. 22, 2013, confirming the county's plan of
adjustment (the plan). The confirmation order also validates the
above warrants as well as the approved rate structure (ARS) that
supports the repayment of the warrants. The confirmation order
clears the way for the county to emerge from chapter 9 bankruptcy
before the end of this year.

Key Rating Drivers:

Prior Bankruptcy Triggers Sufficiently Mitigated: The onerous
regulatory requirements, risky financing structures, and
corruption - among other things - that led to the county's filing
for chapter 9 bankruptcy protection in Nov. 2011 and the need to
seek concessions for a significant portion of system obligations
appears to be either actually or effectively eliminated. General
concerns remain regarding pressures the system faces post
bankruptcy, but these concerns are not anticipated to affect
system operations or debt repayment going forward beyond what is
contemplated at the current rating level.

Out-Year Financial Concerns: System cash flows appear sufficient
to generate favorable debt service coverage (DSC) and meet capital
demands from surplus revenues over the next 10 years. However,
projected cash flow shortfalls for capital beginning in fiscal
2024 (despite anticipated sound DSC) are a significant concern.

Very High Debt Burden: System debt levels will remain high even
with a substantial reduction in system obligations resulting from
the county's plan to emerge from chapter 9 bankruptcy protection.
Further, the anemic amortization of the warrant financing will
leave the system's debt burden elevated for decades even without
additional borrowings.

Adopted Adjustments, But Possible Challenges: The ARS adopted by
the county commission, which calls for annual rate adjustments
through the life of the warrants, is a key credit positive as it
provides more certainty to the projected cash flows. However,
rates are already high and ongoing adjustments contemplated under
the ARS could spark increased political concerns, litigation, and
elasticity in usage, any of which might erode actual financial
results.

Strong and Diverse Service Area: The service territory is broad
and has grown into a diverse economy over the previous decades
with a stable population base. Major sectors now include finance,
medical and education along with the county's more traditional
manufacturing roots. Unemployment continues to post favorable
results, although income levels in the county remain meaningfully
lower than the U.S.


JEFFERSON COUNTY, AL: Moody's Puts Ba3 Tax Bond Ratings on Review
-----------------------------------------------------------------
Moody's has placed various ratings associated with Jefferson
County (AL) under review for upgrade. They are the county's
General Obligation Warrants (rated Caa3, previous outlook was
negative), its Limited Obligation School Warrants (B3 negative),
the Jefferson County Public Building Authority Lease Revenue
Warrants (Ca), and the Birmingham-Jefferson Civic Center
Authority's special tax bonds (Ba3 developing). Moody's is not
taking action on the outstanding sewer warrants (Ca negative) at
this time, and Moody's expects to withdraw Moody's sewer warrant
rating once the debt is discharged.

Ratings Rationale:

A bankruptcy judge's order entered on November 22, 2013 approving
confirmation of the county's Chapter 9 Plan of Adjustment will
allow the county to exit bankruptcy next month. Moody's plans to
conduct a forward-looking assessment of the credit quality of each
class of debt post-bankruptcy.

Moody's current ratings on Jefferson County's direct and related
debt are based on Moody's approach to ratings of securities in or
approaching default. The county's bankruptcy exit plan provides a
different treatment for different creditor types, with some
creditors expected to see steep losses and others no losses at
all.

Moody's ratings represent expected loss, encompassing both default
probability and bondholders' likely post-default recovery. When a
security is in or approaching default, placement of the rating
will largely depend on the expected recovery to bondholders.
Ratings of defaulted bonds with expected recoveries of 65-95% will
typically be in the Caa range, 35-65% at Ca, and under 35% at the
lowest rating of C. In the rare case when expected recoveries
exceed 95%, such ratings will be in the single B range. When a
security is exiting default, placement of the rating focuses on
forward-looking factors of the credit fundamentals and the default
probability of the new and/or existing debt.

What Could Make the Rating Go Up:

-- Strengthening of the fundamental credit factors underlying the
    various classes of debt

-- Reduced expected loss upon emergence from bankruptcy

What Could Make the Rating Go Down (Removal Of Rur/Up And/Or
Rating Downgrade):

-- Deterioration of the fundamental credit factors underlying the
    various classes of debt

-- Likelihood of re-default or another bankruptcy filing


KIWIBOX.COM INC: Incurs $3.9 Million Net Loss in Third Quarter
--------------------------------------------------------------
Kiwibox.com, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.91 million on $172,582 of total revenues for the three
months ended Sept. 30, 2013, as compared with a net loss of $1.21
million on $269,263 of total revenues for the same period a year
ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $5.78 million on $799,216 of total revenues as
compared with a net loss of $8.11 million on $1.11 million of
total revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $737,869 in
total assets, $25.54 million in total liabilities and a $24.81
million total stockholders' impairment.

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

                        http://is.gd/bHkvqs

                         About Kiwibox.com

New York-based Kiwibox.com, Inc., acquired in the beginning of
2011 Pixunity.de, a photoblog community and launched a U.S.
version of this community in the summer of 2011.  Effective
July 1, 2011, Kiwibox.com, Inc., became the owner of Kwick! -- a
top social network community based in Germany.  Kiwibox.com shares
are freely traded on the bulletin board under the symbol KIWB.OB.

Kiwibox.com disclosed a net loss of $14.01 million on $1.46
million of total net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $5.90 million on $599,615 of total net
sales during the prior year.

Rosenberg Rich Baker Berman & Company, in Somerset, 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's revenues are
insufficient to finance the business, and the Company is entirely
dependent on the continuation of funding from outside investors.
These conditions raise substantial doubt about its ability to
continue as a going concern.


LAGUNA BRISAS: Orantes Firm Can Replace Jonathan Hayes as Counsel
-----------------------------------------------------------------
Laguna Brisas LLC sought and obtained permission from the U.S.
Bankruptcy Court to employ Orantes Law Firm, P.C. as general
insolvency counsel.

The Debtor initially tapped M. Jonathan Hayes, Esq., at the Law
Office of M. Jonathan Hayes, as counsel.  A substitution of
counsel form reflecting that Orantes became the Debtor's new
counsel was executed and filed on April 23, 2013.

The Orantes Law Firm will provide various services, including:

   a. to bring forward a plan of reorganization expeditiously, as
      well as provide the Debtor more general services, such as to
      advise the Debtor with respect to compliance with the
      requirement of the Office of the United States Trustee;

   b. to advise the Debtor regarding matters of bankruptcy law,
      including their rights and remedies in regard to their
      assets and in regard to the claims of creditors; and

   c. to represent the Debtor in the proceedings or hearings in
      the bankruptcy Court and in any action in any other court
      where the Debtor's rights under the Bankruptcy Code may be
      litigated or affected, subject to the Firm's specific
      agreement.

Giovanni Orantes, Esq., will charge at a discounted hourly rate of
$400.  The firm's associates will charge $350 and paralegals $129
to $200.

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

The firm acknowledges that for the last year the Debtor's managing
member Dae In Kim worked with the Orantes Law Firm.

                        About Laguna Brisas

Laguna Beach, California-based Laguna Brisas LLC, doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Chapman of Rim Hospitality, since Oct. 3, 2011.

Johnny Kim, Esq. -- no relation to the Debtor's insider, "Andy"
Kim -- represents the Debtor as special counsel.

The Debtor disclosed $15,097,815 in assets and $13,982,664 in
liabilities.  The petition was signed by Dae In "Andy" Kim,
managing member.

The Debtor has filed a Plan to be funded from income the Debtor
receives from the operation of the Hotel.  The management of the
Debtor will continue to be Andy Kim, as it was prior to the
appointment of the Receiver.  By the effective date of the Plan,
the Receiver will turn over the Debtor's assets to the Debtor.
The Debtor, through the management company, Matrix Hospital Group
LLC, will act as the disbursing agent for the purpose of making
the distributions provided for under the Plan.

Creditor Wells Fargo Bank, N.A., is represented by Hamid R.
Rafatjoo, Esq., at Venable LLP, as counsel.


LANDMARK MEDICAL: Judge Signs Off Sale of Hospital
--------------------------------------------------
The Associated Press reports that Superior Court Judge Michael
Silverstein signed off on the sale of financially troubled
Landmark Medical Center in Rhode Island to a for-profit
California-based hospital chain, clearing the way for the
Woonsocket hospital's exit from receivership after more than five
years.

Judge Silverstein gave his go-ahead for the sale of Landmark to
Prime Healthcare Services, saying it is clearly in the public's
best interest because of the health services Landmark provides in
northern Rhode Island and the facility's economic role, according
to the report.

Landmark spokesman Bill Fischer said the last step, the closing,
is expected to take place on Dec. 31.

The report relates that Landmark, which will become Rhode Island's
first for-profit hospital after the sale is complete, has been in
receivership since 2008.  Previous purchase agreements, including
one with Steward Health Care of Massachusetts, fell through.

The sale also includes the Rehabilitation Hospital of Rhode Island
in North Smithfield.

The report relates that in a statement, Landmark President Rick
Charest called Prime's investment in the community unprecedented
and said without it the hospital likely wouldn't have been able to
remain open.

The report relays that the judge gave the green light after also
approving a settlement between Blue Cross Blue Shield of Rhode
Island and the special master that resolved several issues under
litigation, including Blue Cross's claim it was owed $3 million.
Prime will pay $800,000 to Blue Cross, within five days of the
closing, under the negotiated deal, according to the report.

The report notes that the insurer and Prime also agreed on a two-
year contract so Blue Cross members' care will be covered at
Landmark, which Fischer called a "huge hurdle to cross."

Preston Halperin, a lawyer for the special master, said the
settlement "wipes the slate clean" so Landmark and Prime can move
forward, the report discloses.


LEHMAN BROTHERS: Sues Wellmont, Americredit Over Soured Swaps
-------------------------------------------------------------
Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that the surviving remnants of Lehman Brothers Holdings Inc. are
suing two former swaps counterparties over soured swaps, the
latest legal maneuver in the failed investment bank's attempt to
wring some cash out of its still considerable derivatives
portfolio.

According to the report, in a lawsuit filed on Nov. 26 in U.S.
Bankruptcy Court in New York, Lehman said it was suing Wellmont
Health System Inc. over a terminated "total-return" swap
transaction, claiming the regional healthcare system prematurely
redeemed bonds to dodge a $12.8 million swap payment. The suit
seeks $21 million from Wellmont.

Separately, Lehman renewed its $30.7 million lawsuit against auto-
finance company Americredit Financial Services Inc. on Nov. 25 for
"grossly" understating what it owed Lehman on six interest-rate
swaps tied to securities-backed auto loans, the report said.

Americredit, a subprime auto lender bought by General Motors Co.
in 2010, terminated its swaps with Lehman shortly after the
investment bank's 2008 Chapter 11 filing, the report related.

Lehman's lawyers allege Americredit manipulated the market
quotation process for replacement swaps to avoid paying millions
in early termination payments to Lehman, the report further
related.  The failed bank is seeking the $30.7 million plus
interest.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LIBERTY HARBOR: Parties in Ownership Suit Have Issues With Plan
---------------------------------------------------------------
Liberty Harbor Holding, LLC's proposed Chapter 11 plan and
disclosure statement must be clarified so that all parties
understand the impact of the proposed plan on an ownership lawsuit
pending in state court, says Richard M. Coan, the trustee of the
bankruptcy estate of First Connecticut Consulting Group, Inc.

Trustee Coan is a party in certain litigation pending in the
Chancery Court of Essex County, New Jersey, styled Mocco, et al.
v. Licata, et al. (the "Ownership Litigation").  In the lawsuit,
Trustee Coan and Ronald I. Chorches, trustee of the bankruptcy
estate of James Licata, claim to own an interest in a joint
venture with Mr. Peter Mocco.  The suit also claims that the
Liberty Harbor Project is owned by the joint venture.

According to Trustee Coan, the Disclosure Statement provides that
the Debtor will retain its claims in the Ownership Litigation, but
is silent with regard to the claims of third parties in the
Ownership Litigation that the third parties claim an ownership
interest in assets that the Debtors claim to own.

The Disclosure Statement acknowledges that the Debtors reached an
agreement with Trustee Coan and Trustee Chorches (and others) to
remove a deed that clouded title on the real property claimed to
be owned by the Debtors.  But according to Coan, the Disclosure
Statement fails to disclose that this agreement included an order
by the U.S. Bankruptcy Court for the District of New Jersey
granting relief from stay so that the Ownership Litigation would
proceed in state court.

Meanwhile, James J. Licata, appearing pro se, filed an objection
to the Disclosure Statement.  He says that the Plan misrepresents
the status of the ownership of the properties within the Liberty
Harbor project.  He says that the ownership of the 19 acres is in
dispute and subject to the outcome of the state court litigation.
A full-text copy of the objection is available for free at:
http://bankrupt.com/misc/LIberty_DS_Licata_Objection.pdf

As reported in the Nov. 28, 2013 edition of the TCR, another
party, SWJ Management, LLC, said that without the resolution of
the Mocco vs. Licata trial, the plan is patently unconfirmable.
SWJ claims to be the deed holder of record of the assets claimed
by the Debtor.

                        Debtors' Response

The Debtors have submitted a response to objections filed by SWJ
and Licata.  The Debtors noted that SWJ Management claims to own
and assert the very same claims that the Licata Trustees have been
asserting for the last six years.  The document also noted of
"irregular and highly suspicious transactions by which SWJ
Management acquired the claims they are asserting."

As to Licata, the Debtors said that rather than contesting the
Licata version of history on a point by point basis, "we simply
attach copies of three judicial opinions arising from the trial of
a contested motion in the now 11-1/2 year old procedurally
consolidated bankruptcy cases of James Licata and his principal
operating company, First Connecticut Consulting Group, Inc."

A copy of the Debtors' response to the objections is available for
free at http://bankrupt.com/misc/Liberty_Resp_DS_Objections.pdf

                       The Chapter 11 Plan

As reported in the Oct. 31, 2013 edition of the TCR, Liberty
Liberty Harbor Holding, LLC, et al., filed a Joint Plan of
Reorganization and Disclosure Statement.

The Plan will be funded by the Debtors.  To the extent required,
the Debtors' principal, Peter Mocco, and his wife, Lorraine Mocco,
and entities owned and controlled by them will provide whatever
funds are needed to consummate the Plan.

Under the Plan, the modified obligations of the Debtors due to
Class 1 Kerrigan Family Claims and Class 2 JCRA Claims are
reaffirmed.  The Debtors do not believe that any funds are owed to
City of Jersey City, other than certain real estate taxes, which
the Debtors believe will have been paid in full prior to the
Confirmation Date.  The City of Jersey City is the sole member of
Class 3.  Class 4 Other Unsecured Creditors will be paid in full,
without interest.

A full-text copy of the Disclosure Statement dated Oct. 17, 2013,
is available for free at:

        http://bankrupt.com/misc/LIBERTYHARBOR_DSOct17.PDF

                About First Connecticut and Licata

James J. Licata commenced a Chapter 11 case (Bankr. M.D. Fla. Case
No. 02-51167) on June 27, 2002.  First Connecticut Consulting
Group filed a Chapter 11 petition (Bankr. D. Conn. Case No. 02-
50852) on July 12, 2002.  Mr. Licata is listed as holding a 50%
shareholder interest in First Connecticut.  Mr. Licata caused
about 25 other affiliated First Connecticut entities to file for
bankruptcy protection.

On Aug. 30, 2002, the Florida court ordered the transfer of Mr.
Licata's case to the District of Connecticut.  The transfer
occurred on Sept. 20, 2002.  On Dec. 30, 2002, those cases were
administratively consolidated.  On June 28, 2006, they were
converted to Chapter 7, and the Trustees were appointed.

Mr. Licata commenced an involuntary Chapter 11 petition in the
Middle District of Florida against East Coast (Case No. 10-04202)
on Feb. 25, 2010.  An Order of Relief was entered on July 29,
2010.  Mr. Licata is listed as holding a 24.9% general membership
interest in East Coast.

Ronald I. Chorches is the Chapter 7 Trustee for the bankruptcy
estate of James J. Licata.  Richard Coan is the Chapter 7 Trustee
for the bankruptcy estate of First Connecticut.

Coan, as trustee of First Connecticut, is represented by:

         ROTHBARD, ROTHBARD, KOHN & KELLAR
         Jonathan Kohn, Esq.
         50 PARK PLACE, Ste. 1228
         NEWARK, NJ 07102
         Tel: (973) 622-7713

                       About Liberty Harbor

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

Liberty, as of April 16, 2012, had total assets of $350.08
million, comprising of $350 million of land, $75,000 in accounts
receivable and $458 cash.  The Debtor says that it has
$3.62 million of debt, consisting of accounts payable of $73,500
and unsecured non-priority claims of $3,540,000.  The Debtor's
real property consists of Block 60, Jersey City, NJ 100% ownership
Lots 60, 70, 69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D.
Affiliates that filed separate petitions are: Liberty Harbor II
Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor
North, Inc. (Case No. 12-19964).  The three cases are
administratively consolidated.

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

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


LIGHTSQUARED INC: Dish Chairman Can Helm Bid Process
----------------------------------------------------
Liz Hoffman, writing for The Wall Street Journal, reported that
Dish Network Corp.'s $2.2 billion bid for telecommunications firm
LightSquared Inc. can go forward with the involvement of Dish
Chairman Charlie Ergen, who stands to profit personally from the
deal, a Nevada judge ruled on Nov. 27.

According to the report, the judge rejected efforts by some Dish
shareholders to sideline Mr. Ergen and put the bidding in the
hands of Dish directors without close ties to the company's
chairman.

She declined to issue an order blocking Mr. Ergen from involvement
with an auction for LightSquared, or to revive a special committee
of Dish directors that was disbanded this summer after
conditionally recommending a Dish bid for LightSquared's spectrum,
the report said.

Dish's directors, excluding Mr. Ergen and his wife, "recognized
the existence of a perceived conflict, and implemented procedures
that the Board of Directors deemed appropriate in the exercise of
valid business" judgment, the judge wrote, the report related.

A Dish spokesman said: "The Company is pleased that the Nevada
Court denied in virtually all respects the plaintiff's request to
interfere with the decision-making authority of the Company's
board of directors with respect to the potential acquisition of
certain assets of LightSquared," the report further related.

                      About LightSquared Inc.

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

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

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

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


LIGHTSQUARED INC: Fortress, Centerbridge Eye Spectrum Assets
------------------------------------------------------------
Mike Spector, writing for Daily Bankruptcy Review, reported that
Fortress Investment Group LLC and Centerbridge Partners LP have
been circling LightSquared Inc., the wireless venture spearheaded
by financier Philip Falcone that is up for sale in bankruptcy
proceedings, people familiar with the matter said.

                      About LightSquared Inc.

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

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

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

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


LOHREY ENTERPRISES: Calif. Court Tosses Barness Claim
-----------------------------------------------------
Chief Bankruptcy Judge Alan Jaroslovsky denied the administrative
expense claim filed by Daniel Barness, Esq., of the law firm of
Barness & Barness, LLP, on Dec. 20, 2012, in the Chapter 7 case of
Lohrey Enterprises, Inc., without prejudice to reconsideration if
the estate proves to be administratively solvent.

On Oct. 8, 2010, Barness moved the court to certify as a class the
former employees of the debtor who had wage claims.  This seemed
entirely unnecessary to the court, as nobody disputed those claims
and the Chapter 7 trustee, Jeffry Locke, had all of the debtor's
employment records. The court ordered that the motion would be
denied if Mr. Locke filed proofs of claim on behalf of the
employees, as Rule 3004 of the Federal Rules of Bankruptcy
Procedure authorized him to do.  Mr. Locke filed the claims for
the employees, so the class was not certified.

The case is now ready to close, and Mr. Locke seeks disallowance
of an administrative expense claim filed by Barness in an amount
equal to the greater of $735,000 (one-third of all employee wage
claims) or one-third of the amount the employees will receive, or
$59,000.  The court sees no equitable basis for allowance of the
claim, as no class was ever certified and there was never any
dispute as to either liability or amount.  There also appears to
be no legal basis for the court to allow the claim.

Barness cites Sec. 503(b)(4) of the Bankruptcy Code as the
statutory basis for his claim.  That section covers reasonable
compensation for professional services rendered by an attorney of
an entity whose expense is allowable under five enumerated
subsections of Sec. 503(b)(3).

According to Judge Jaroslovsky, statutory basis aside, the amount
sought by Barness, whether it be $735,000 or $59,000, is without
justification.  It is not actual, in that nobody has actually paid
Barness anything and none of the employees, with the possible
exception of the three named class claimants, are liable to
Barness for anything. It was not necessary, since there was no
dispute as to liability or amount. And it is not reasonable, given
the slight benefit to anyone.

Lastly, Judge Jaroslovsky said, Barness does not seem to realize
that this is a failed case.  The debtor's business completely
collapsed within a few weeks of the bankruptcy filing.  Mr. Locke
represents that he has only $550,000 for distribution, with little
likelihood of further recovery.  Even this small amount is subject
to other claims, some disputed, of equal and higher priority.
Pursuant to Sec. 726(b), the Chapter 7 expenses of administration
must be paid first.  The reality is that the employees can expect
to recover at most only a portion of their administrative claims.
Any award to Barness would only further dilute their recoveries,
even though all but three did not hire him or agree to pay him.
That would simply be unfair.

A copy of the Court's Nov. 25, 2013 Memorandum on Objection to
Administrative Expense is available at http://is.gd/9cXvGnfrom
Leagle.com.

Lohrey Enterprises, Inc., filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 08-12206) on Oct. 17, 2008.  The case was
converted to Chapter 7 on Nov. 21, 2008.


LYFE COMMUNICATIONS: Gregory Parsons Held 6.7% Stake at Sept. 24
----------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Gregory Allen Parsons disclosed that as of
Sept. 24, 2013, he beneficially owned 9,258,255 shares of
common voting stock of LYFE Communications, Inc., representing
6.69 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/TYPscr

                     About LYFE Communications

South Jordan, Utah-based LYFE Communications, Inc.'s business is
to develop, deploy, and operate next generation media and
communications network based services to single-family, multi-
family, high-rise resort and hospitality properties.

LYFE Communications incurred a net loss of $1.74 million on
$531,531 of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $3.88 million on $621,830 of revenue for the
year ended Dec. 31, 2011.  The Company's balance sheet at June 30,
2013, showed $1.16 million in total assets, $3.68 million in total
liabilities and a $2.52 million total stockholders' deficit.

HJ & Associates, 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 suffered losses since inception.  The Company
has not established operations with consistent revenue streams and
has a working capital deficit.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.


LYON WORKSPACE: Steelworkers CBA Rejected
-----------------------------------------
The Hon. Janet S. Baer of the U.S. Bankruptcy Court for the
Northern District of Illinois signed off on an agreed order
between Lyon Workspace Products, L.L.C., et al. and Local Union
No. 1636 of the United Steel Workers of America, A.F.L.-C.I.O with
respect to the Collective Bargaining Agreement, Pension Agreement
and Insurance Agreement, all dated Feb. 20, 2005.

The agreed order provides for (i) the approval of the Debtor's
settlement with its Union; and (2) the rejection and termination
of the collective bargaining and other agreements.

The settlement agreement also provides that:

   1. the payments to bargaining union employees are now and
      forever will be included among the employee obligations
      assumed by Lyon, LLC, and its successors and assigns, under
      Section 2.3(b) the asset purchase and sale agreement
      previously approved by the Court in its order authorizing
      and approving the sale of the Debtors' assets;

   2. the CBA is rejected as of Sept. 6, 2013, and the Debtors
      will have no further obligations to make payments or
      otherwise under the Pension Agreement or Insurance
      Agreement.

              About Lyon Workspace Products, L.L.C.

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

Lyon Workspace -- http://www.lyonworkspace.com/-- was a
manufacturer and supplier of locker and storage products. It had
400 full-time employees, 53% of whom are salaried employees.
Eight percent of the employees are members of the Local Union No.
1636 of the United Steelworkers of America, A.F.L.-C.I.O. The
Debtor disclosed $41,275,474 in assets and $37,248,967 in
liabilities as of the Chapter 11 filing.

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


MANASOTA GROUP: Incurs $35,000 Net Loss in Third Quarter
--------------------------------------------------------
Manasota Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $35,315 on $34,029 of total operating income for the three
months ended Sept. 30, 2013, as compared with net income of $8,383
on $43,751 of total operating income for the same period during
the prior year.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss of $63,330 on $121,531 of total operating income as
compared with net income of $22,938 on $131,253 of total operating
income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.15
million in total assets, $1.54 million in total liabilities and a
$381,738 total shareholders' deficit.

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

                        http://is.gd/tQ6gXM

                        About Manasota Group

Manasota Group, Inc., f/k/a Horizon Bancorporation, Inc., was
incorporated in the State of Florida on May 27, 1998, for the
purpose of becoming a bank holding company owning all of the
outstanding capital stock of Horizon Bank, a commercial bank
chartered under the laws of Florida and a member of the Federal
Reserve System.


MANITOWOC CO: S&P Assigns 'BB' Rating to $1.05-Bil. Facilities
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '1' recovery rating to Wisconsin-based Manitowoc Co.
Inc.'s proposed $1.05 billion first-lien credit facilities, which
include a $500 million revolver due 2019, a $350 million delayed
draw term loan A due 2019, and a $200 million term loan B due
2021.  The '1' recovery rating reflects S&P's expectation for very
high recovery prospects (90%-100%) in the event of a payment
default.  The company plans to use the proceeds to refinance its
existing credit facilities and for general corporate purposes.

The 'B+' issue-level rating and '4' recovery rating on the
company's existing $1.3 billion senior unsecured notes remain
unchanged.  The '4' recovery rating indicates S&P's expectation of
average (30%-50%) recovery in a payment default scenario.

The 'B+' corporate credit rating and stable rating outlook on
Manitowoc remain unchanged.  The company's credit metrics are in
line with S&P's expectations for the rating, and it expects them
to remain at these levels.  For the rating, S&P' expects total
debt (adjusted to include operating leases) to EBITDA of between
4x-5x and funds from operations to debt of 10%-15% over the
business cycle.  S&P's "fair" assessment of Manitowoc's business
risk profile incorporates its view of the company's good customer,
product, and geographic diversity in the cyclical construction
market, offset by its more stable food service business.

The company is one of the top two crane manufacturers, serving the
cyclical construction markets, and it is also one of the top two
manufacturers by product market share in the more stable food
service markets.

RATINGS LIST

Manitowoc Co. Inc.
Corporate Credit Rating                          B+/Stable/--
$1.3 billion senior unsecured notes              B+
  Recovery Rating                                 4

New Ratings

Manitowoc Co. Inc.
Manitowoc EMEA Holdings Sarl
Manitowoc Holding Asia SAS
$500 million revolver due 2019                     BB
  Recovery Rating                                   1
$350 million delayed draw term loan A due 2019      BB
  Recovery Rating                                   1
$200 million term loan B due 2021                  BB
  Recovery Rating                                   1


MONARCH COMMUNITY: Closes $16.5 Million Common Stock Offering
-------------------------------------------------------------
Monarch Community Bancorp, Inc., the parent company of Monarch
Community Bank, has completed its offering of approximately
8,250,000 shares of Monarch Community Bancorp's newly issued
common stock.  The shares were issued at a purchase price of $2.00
per share, for aggregate consideration of $16.5 million.  The
closing of the offering occurred contemporaneously with the
closing of a series of transactions between Monarch, certain third
party purchasers and the U.S. Department of Treasury through which
(i) the Department of Treasury exchanged 6,785 shares of Monarch's
Fixed Rate Cumulative Perpetual Preferred Stock, Series A and a
warrant to purchase up to 52,192.40 shares of Monarch's common
stock for 2,272,600 shares of Monarch's common stock and (ii)
third party purchasers purchased 2,272,600 shares of common stock
from the Department of Treasury for a purchase price of
$4,545,200.  In addition to funding the Department of Treasury
transaction and as has been previously disclosed, after payment of
the expenses of the offering a portion of the proceeds will be
used to recapitalize Monarch Community Bank and to support the
ongoing growth of the bank.

"We are pleased to have completed the offering, and are grateful
for the positive response from the investment community," stated
Richard J. DeVries, president and CEO of Monarch Community Bancorp
and Monarch Community Bank.  Mr. DeVries continued, "We are
likewise grateful to the U.S. Department of Treasury for their
efforts during this process, and we express appreciation to our
investment bankers at Donnelly Penman & Partners and Boenning &
Scattergood, Inc. for their assistance with the offering, and to
our attorneys at Howard & Howard for their guidance and advice.
We believe that the completion of this offering satisfies all of
the obligations required under the FDIC and State of Michigan
Consent Order under which we operate.  Accordingly, we are hopeful
that we will soon be released from the Consent Order, and we look
forward to profitable growth as we strive to provide remarkable
service to our customers."

                       About Monarch Community

Coldwater, Michigan-based Monarch Community Bancorp, Inc., was
incorporated in March 2002 under Maryland law to hold all of the
common stock of Monarch Community Bank, formerly known as Branch
County Federal Savings and Loan Association.  The Bank converted
to a stock savings institution effective Aug. 29, 2002.  In
connection with the conversion, the Company sold 2,314,375 shares
of its common stock in a subscription offering.

Plante & Moran, PLLC, in Auburn Hills, Michigan, expressed
substantial doubt about Monarch Community's ability to continue as
a going concern.  The independent auditors noted that the
Corporation has suffered recurring losses from operations and as
of Dec. 31, 2011, did not meet the minimum capital requirements as
established by the regulators.

The Corporation reported a net loss of $353,000 on $6.8 million of
net interest income (before provision for loan losses) in 2011,
compared with a net loss of $10.9 million on $7.5 million of net
interest income (before provision for loan losses) in 2010.  Total
non-interest income was $4.0 million for 2011, compared with
$3.7 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$208.1 million in total assets, $197.0 million in total
liabilities, and stockholders' equity of $11.1 million.


MONTANA ELECTRIC: Trustee Removed by Bankruptcy Judge
-----------------------------------------------------
Law360 reported that a Montana bankruptcy judge on Nov. 26 removed
the trustee for a Montana power co-op, saying changed
circumstances, such as agreement among the co-op's members on a
liquidation plan, eliminate the need for a trustee.

According to the report, U.S. Bankruptcy Judge Ralph Kirscher
removed Lee Allen Freeman as the Chapter 11 trustee for Southern
Montana Electric Generation & Transmission Cooperative Inc.,
granting a motion by one of the co-op member creditors, Fergus
Electric Cooperative Inc., in a move that could lead to
liquidation of the power co-op's assets.


                  About Southern Montana Electric

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

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

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

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

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.


MOORE FREIGHT: Plan Confirmation Hearing Continued Until Jan. 14
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
continued until Jan. 14, 2014, at 10:00 a.m., the hearing to
consider confirmation of Moore Freight Service, Inc., et al.'s
Amended Joint Plan of Reorganization dated Sept. 16, 2013.

As reported in the Troubled Company Reporter on Oct. 3, 2013,
Branch Banking and Trust Company objected to the treatment of its
claim, which is grouped in Class 6.3 Claim in the Debtors' Amended
Plan.  BB&T told the Court that by Agreed Order dated Feb. 12,
2013, stay relief was granted and BB&T took possession of the
vehicle and sold the same in a commercially reasonable manner.
BB&T amended its Claim on May 10, 2013, to reflect its unsecured
deficiency balance due and owing after sale of the vehicle. The
unsecured claim is in the sum of $10,751.

                           Amended Plan

The Amended Plan contemplates the continuation of the Debtors'
business, payment in full of Allowed Secured Claims, and a fair
distribution to unsecured creditors, which distribution Debtor
believe far exceeds the amount unsecured creditors would receive
in the event of a Chapter 7 liquidation.

Each Holder of an allowed unsecured claim in Class 35 will receive
its Pro rata share of (i) $80,000 on the Effective Date of the
Plan; (ii) $600,000, payable in installments of $50,000 each on
July 1 and November 1 of each calendar year beginning in 2014; and
(iii) one-third of any additional recovery from Pilot Flying J.
Dan Moore and Judith Moore will retain all of their ownership
interests in Debtors as consideration for the existing and
continuing personal guaranties of several of Debtors'
obligations. The ownership interests of SJ Strategic Investments
LLC and Norene Nichols (or her heirs) in Moore Freight will be
terminated upon Confirmation, unless on or before the Confirmation
Date, these remaining equity security holders contribute capital
to Moore Freight in a pro rata amount equal to the total debt
guaranteed by Dan Moore and Judith Moore, which amounts will be
used to fund payments provided for in the Plan.

According to the Amended Disclosure Statement, the Debtors' Cash
on hand as of the Petition Date and Cash generated from the
operation of business after the Petition Date will be sufficient
to make all payments due on the Effective Date. Cash generated
from the operation of business after the Effective Date, after
service of Exit Financing, will generate sufficient cash flow to
make all payments due under the Plan.

A copy of the Amended Disclosure Statement is available at:
http://bankrupt.com/misc/moorefreight.doc794.pdf

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

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

Bankruptcy Judge Keith M. Lundin oversees the cases. Attorneys at
Harwell Howard Hyne Gabbert & Manner, P.C., serve as counsel. LTC
Advisory Services LLC serves as the Debtor's financial advisors.
Moore Freight estimated assets and debts of $10 million to $50
million. CEO Dan R. Moore signed the petitions.
Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are Linda W. Knight, Esq., at
Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier,
Esq., at Foley & Mansfield PLLP.


MOUNTAIN PROVINCE: Increases Private Placement to C$29.1 Million
----------------------------------------------------------------
Mountain Province Diamonds Inc. announced an increase to its non-
brokered private placement of common shares.  Due to strong
support from existing shareholders, the private placement has been
increased from C$25M to C$29.1M.

Additional proceeds under 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 was expected to close on or before Nov. 22,
2013, and is subject to regulatory approval.

Mountain Province Diamonds is a 49 percent participant with De
Beers Canada in the Gahcho Kue JV located at Kennady Lake in
Canada's Northwest Territories.  The Gahcho Kue 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.

Gahcho Kue is the world's largest and richest new diamond
development project.  A December 2010 feasibility study filed by
Mountain Province (available on SEDAR) indicates that the Gahcho
Kue project has an IRR of 33.9 percent.

                 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 Sept. 30, 2013, showed C$81.07
million in total assets, C$12.42 million in total liabilities and
C$68.64 million in total shareholders' equity.


NATIONAL PROPERTY ANALYSTS: Reports $2.45-Mil. Loss in Q3 of 2013
-----------------------------------------------------------------
National Property Analysts Master Limited Partnership filed with
the U.S. Securities and Exchange Commission its quarterly report
on Form 10-Q, reporting a comprehensive loss of $2.45 million on
$3.24 million of revenues for the three months ended Sept. 30,
2013, compared to a comprehensive loss of $1.84 million on
$3.66 million of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed
$58.38 million in total assets, $134.44 million in total
liabilities, and partners' deficit of $76.06 million.

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

                       http://is.gd/SPBTuI

Philadelphia, Pa.-based National Property Analysts Master Limited
Partnership was formed effective January 1, 1990.  NPAMLP is owned
99% by the limited partners and 1% collectively by EBL&S, Inc.,
the managing general partner, and Feldman International, Inc.
("FII"), the equity general partner.

The properties included in NPAMLP consist primarily of regional
shopping centers or malls with national retailers as anchor
tenants.  The ownership and operations of these properties have
been combined in NPAMLP.

In accordance with the partnership agreement, the partnership is
scheduled to terminate on Dec. 31, 2013, however, the managing
general partner has not formally approved a plan for liquidation
of NPAMLP at this time.  As such, NPAMLP will continue to report
its combined condensed financial statements on a going concern
basis until a formal plan of liquidation is approved by the
managing general partner.

NPAMLP's primary anchor tenants are Sun Microsystems (the tenant
at the tenant-in-common property), Sears Holdings Corporation and
its subsidiaries and CVS Corporation.


NEFF VOLUNTEER: Fire Department Looks for Rescue in Drilling Deal
-----------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that
until recently, Neff Volunteer Fire Department officials shrugged
over what to do with the 56 acres of rural Ohio that a woman left
the department after she died.

According to the report, the financially struggling department,
which answers emergency calls within 34 square miles of Belmont
County along the Pennsylvania border, had enough trouble dealing
with unpaid tax bills and its money-losing operations.  Then a
Texas oil and natural gas drilling firm came knocking.

The donated land, it turns out, sits atop the natural-gas-soaked
Utica Shale, the report said.  The U.S. Geological Survey has
estimated that the formation, which stretches from the middle of
Ohio to upstate New York's Adirondacks, contains about 38 trillion
cubic feet of "undiscovered, technically recoverable natural gas."

An attorney for the fire department told Bankruptcy Beat that the
drilling proceeds are its only hope to survive.

The Neff Volunteer Fire Department filed for Chapter 11 protection
last week in the U.S. Bankruptcy Court in Columbus while waiting
for its first pre-drilling payment from an affiliate of oil and
gas exploration company Paloma Resources, the report related.  The
company has promised the fire department a 20% cut of the oil and
gas royalties it would earn from pulling the resource out of the
deceased woman's property.


NEPHROS INC: Joseph Jacobs Held 62.1% Equity Stake at Nov. 12
-------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Joseph M. Jacobs and his affiliates disclosed
that as of Nov. 12, 2013, they beneficially owned 18,443,052
shares of common stock of Nephros, Inc., representing 62.10
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/ZdFE7m

                          About Nephros

River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters.  Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.

As of June 30, 2013, the Company had $2.88 million in total
assets, $2.04 million in total liabilities and $841,000 in total
stockholders' equity.

Rothstein Kass, in Roseland, New Jersey, expressed substantial
doubt about Nephros, Inc.'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 incurred negative cash flow from operations
and net losses since inception.


NEWLEAD HOLDINGS: Hanover No Longer a Shareholder
-------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Hanover Holdings I, LLC, and Joshua Sason
disclosed that as of Nov. 19, 2013, they do not beneficially own
shares of common stock of Newlead Holdings, Ltd.  A copy of the
regulatory filing is available at http://is.gd/9Ivhuu

                    About NewLead Holdings Ltd.

NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

Newlead Holdings Ltd. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing a net loss of
$403.92 million on $8.92 million of operating revenues for the
year ended Dec. 31, 2012, as compared with a net loss of $290.39
million on $12.22 million of operating revenues for the year ended
Dec. 31, 2011.  The Company incurred a net loss of $86.34 million
on $17.43 million of operating revenues in 2010.

As of Dec. 31, 2012, Newlead Holdings had $61.79 million in total
assets, $177.42 million in total liabilities and a $115.62 million
total shareholders' deficit.

                        Going Concern Doubt

PricewaterhouseCoopers S.A., in Athens, Greece, 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 a net loss, has negative cash flows
from operations, negative working capital, an accumulated deficit
and has defaulted under its credit facility agreements resulting
in all of its debt being reclassified to current liabilities, all
of which raise substantial doubt about its ability to continue as
a going concern.


NIRVANIX INC: Incentive Plan for Human Resources Officer Okayed
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Nirvanix, Inc.'s management incentive plan and authorized the
payments thereunder.

The incentive plan applies only to Catherine Clark, the Debtor's
vice president of Legal and Human Resources, whose services,
according to the Debtor, are absolutely critical to the successful
consummation of a planned sale.

The Debtor intends to sell substantially all of its assets
pursuant to a Court-approved auction and sale process.  In this
relation, the work and effort of Ms. Clark is critical to the
sale and the management of the Debtor's chapter 11 case.  Ms.
Clark is one of two remaining officers of the Debtor and is the
officer with the longest tenure and most institutional knowledge
regarding the Debtor's business, the latter of which is critical
to the Debtor's sale efforts and efficient management of the
chapter 11 case.  Ms. Clark's involvement is particularly vital to
ensuring the Debtor's satisfaction of the rigorous closing
conditions contained in the Lot 1 Stalking Horse Agreement.

Under the terms of the incentive plan, Ms. Clark will be paid an
incentive payment only if she actually meets certain objective
benchmarks.  The maximum amount of incentive payments that Ms.
Clark could receive under the Incentive Plan -- if she meets all
applicable performance criteria -- is $21,340.

Ms. Clark will also be compensated when she meets the performance
goals.  Payments in these amounts will be made under the incentive
plan if the following Performance Goals are met:

   a. First Tier: Ms. Clark will receive an amount equal to
      $16,500 if a sale of the Lot 1 Assets is consummated with a
      purchase price equal to or greater than $2,800,000.

   b. Second Tier: Ms. Clark will receive an amount equal to
      $4,840 if a sale of the Lot 2 Assets is consummated with a
      purchase price equal to or greater than $500,000.

                       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: TIC Members Balk at Bid to Employ Kaye Scholer as Counsel
------------------------------------------------------------------
NNN 123 North Wacker 1, LLC and the other tenants in common (TIC
Members) who own over 86% of the property that constitutes the
Debtor's only significant asset, objected to NNN 123 North Wacker,
LLC and NNN 123 North Wacker Member, LLC's motion to employ Kaye
Scholer LLP as their counsel.

The TIC Members are 34 single purpose limited liability companies
that, along with the Debtor, hold an undivided fee interest as
common law tenants in common in an office building located at 123
North Wacker Drive, Chicago, Illinois.  On Oct. 28, the TIC
Members filed their motion to dismiss the bankruptcy case. The
hearing on the dismissal motion was scheduled for Nov. 21, 2013.

The TIC Members noted that Kaye Scholer, through the declaration
of D. Tyler Nurnberg submitted in support of the application,
readily acknowledged the conflict.  The conflict is also
acknowledged by the Debtor, who has agreed to waive the conflict
in its engagement letter and further agreed that Kaye Scholer
would retain conflicts counsel in the event of material litigation
that is adverse to C-III.

As reported in the Troubled Company Reporter on Nov. 14, 2013, the
professional services that the Debtors anticipate requesting of
Kaye Scholer in connection with these Chapter 11 cases include,
but are not limited to, the following:

   (a) advise the Debtors with respect to a possible
       restructuring, sale or other disposition of the Debtors'
       business or assets, in whole or in part;

   (b) appear and represent the Debtors before this Court, any
       appellate courts, and in their dealings with the Office of
       the United States Trustee; and

   (c) provide such other legal services and advice to the Debtors
       as may become necessary in connection with these Chapter 11
       cases.

Kaye Scholer will be paid at these hourly rates:

       Partners                  $700-$1,175
       Counsel                   $605-$800
       Associates                $310-$755
       Legal Assistants          $95-$340

Kaye Scholer will also be reimbursed for reasonable out-of-pocket
expenses incurred.

On Oct. 3, 2013, the Debtors paid Kaye Scholer $100,000, which was
payment in full for services rendered by Kaye Scholer prior to the
Petition Date.  The payment related to services rendered by Kaye
Scholer during the period from Sept. 20, 2013 through the filing
of the Debtors' petitions on Oct. 4, 2013.  Kaye Scholer was not
paid any additional amounts by the Debtors in the 90 days prior to
the Petition Date.

D. Tyler Nurnberg, Esq., partner of Kaye Scholer, 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 NNN 123 North Wacker, LLC,

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, in its amended schedules, disclosed assets
of $24,959,610 plus undisclosed amounts, and liabilities of
$135,470,387 plus undisclosed amounts.

Another entity, NNN 123 North Wacker Member LLC, sought
Chapter 11 protection (Case No. 13-39240) on the same day.


NNN 123: Files Amended Schedules of Assets and Liabilities
----------------------------------------------------------
NNN 123 North Wacker, LLC, has filed with the U.S. Bankruptcy
Court for the Northern District of Illinois an amended summary of
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $24,499,973
  B. Personal Property              $459,637*
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $134,550,506
  E. Creditors Holding
     Unsecured Priority
     Claims                                               $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $919,881*
                                 -----------      -----------
        TOTAL                    $24,959,610*    $135,470,387*

* plus unknown amounts

A copy of the amended schedules is available for free at
http://bankrupt.com/misc/NNN_123_sal_amended.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.


NORBORD INC: DBRS Assigns 'BB' Rating to $240MM Sr. Secured Notes
-----------------------------------------------------------------
DBRS Inc. has finalized the provisional rating of BB with a Stable
trend to Norbord Inc.'s issue of $240 million Senior Secured Notes
with a coupon rate of 5.375% due December 1, 2020 (the Notes).

The assignment of final rating confirms that the final
documentation is consistent with that which DBRS had already
reviewed when assigning the provisional rating to the issue on
November 19, 2013.

DBRS expects Norbord to use the proceeds ($240 million) from this
issuance to fully repay the existing $165 million 6.25% Senior
Secured Notes due 2015 and $75 million 6.25% Senior Unsecured
Notes due 2015.

The Notes will rank senior in right of payment to all existing and
future subordinated indebtedness of the Issuer and equal in right
of payment to all of the Issuer's other First-Lien Indebtedness
(including indebtedness under the Credit Facilities and the 2017
Notes).


ORCHARD SUPPLY: Plan Votes Due Dec. 13
--------------------------------------
The Bankruptcy Court will convene a hearing on Dec. 20, 2013, at
2:00 p.m., to consider confirmation of First Amended Plan of
Liquidation of Orchard Supply Hardware Stores Corporation.
Objections, if any, are due Dec. 13, at 4 p.m.

On Nov. 13, the Court entered an order approving the Disclosure
Statement explaining Orchard Supply's Plan.

Ballots accepting or rejecting the plan are also due Dec. 13.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
Orchard Supply creditors won't be waiting 12 years like Ames
creditors before receiving a distribution.  According to the
report, unsecured creditors of former hardware store owner Orchard
will take home somewhat more than Ames creditors.

The plan is based on a settlement between the creditors' committee
and secured term-loan lenders. The settlement assured payment of
costs of the Chapter 11 case, with something remaining for
unsecured creditors.

The disclosure statement informs unsecured creditors, with claims
ranging from $25 million to $35 million, why they can expect a
recovery of 2.1 percent to 3 percent.

Holders of senior notes, with claims of $130.7 million, are
predicted to have a 74 percent to 86 percent recovery.

By settling, the committee gave up the right to sue lenders over
the validity of a $127 million term loan.

Lowe's Cos. completed a $205 million acquisition of 72 of Orchard
Supply's 91 stores. There was $118 million owing on an asset-
backed loan coming ahead of the term-loan lenders.

The settlement called for paying off bankruptcy financing from
sale proceeds, with term lenders receiving the remainder after
Orchard Supply retained $25 million.

The retained funds provide full payment of the costs of the
bankruptcy case and claims entitled to priority, with the
remainder for term lenders.

The settlement also created a trust for unsecured creditors funded
with $500,000 from the company. After term lenders recover 90
percent of their claims, the next $1.5 million is for the
creditors' trust.

From proceeds of lease sales at the 19 stores Lowe's didn't
purchase, the creditors' trust receives the first $250,000, with
the remainder for term lenders.

At the outset of bankruptcy, Orchard had 89 stores in California
and two in Oregon.

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

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

                       About Orchard Supply

San Jose, Calif.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

Orchard Supply and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16, 2013, to
facilitate a restructuring of the company's balance sheet and a
sale of its assets for $205 million in cash to Lowe's Companies,
Inc., absent higher and better offers.  In addition to the $205
million cash, Lowe's has agreed to assume payables owed to nearly
all of Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors appointed in case
has retained Pachulski Stang Ziehl & Jones LLP as counsel, and
Alvarez & Marsal as financial advisors.

Lowe's Cos. completed the $205 million acquisition of 72 of
Orchard Supply's 91 stores.

The Company changed its name to OSH 1 Liquidating Corporation and
reduced the size and simplified the structure of the Board of
Directors effective as of Aug. 20, 2013.


OSAGE EXPLORATION: Amends Third Quarter Form 10-Q
-------------------------------------------------
Osage Exploration and Development, Inc., has amended its quarterly
report on Form 10-Q/A for the quarter ended Sept. 30, 2013, which
was filed with the U.S. Securities and Exchange Commission on
Nov. 12, 2013.  The purpose of the Amendment was to restate
certain income statement amounts set forth in the Original
Quarterly Report, as the Company has determined that certain
results of operations of discontinued operations should have been
excluded.  The restatement has no impact on previously reported
loss from continuing operations, income from discontinued
operations after income taxes, net income, or basic or diluted
earnings per share from continuing operations or discontinued
operations.

As restated, the Company reported a net loss of $198,812 on $2.66
million of total operating revenues for the three months ended
Sept. 30, 2013, as compared with a net loss of $198,812 on $3.66
million of total operating revenues as originally disclosed.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $241,535 on $5.19 million of total operating revenues
as compared with a net loss of $241,535 on $8.47 million of total
operating revenues as previously reported.

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

                         http://is.gd/rISSLj

                       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.

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 quarterly report for the
period ended Sept. 30, 2013.


PACIFIC FUNDING: California Money Lender in Chapter 11
------------------------------------------------------
Pacific Funding Group Inc. filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 13-17434) in San Fernando Valley, California on
Nov. 26, 2013.

The North Hollywood, California-based company disclosed $10.14
million in assets and only $2.63 million in liabilities in its
schedules.

The Debtor was in the business of lending money.  Its assets
include $2.255 million of real property and $7.89 million of
personal property.

As to the real property, the Debtor says it is the maker and
holder of a first trust deed that is in the process of being
foreclosed upon by the Debtor -- the value of the asset (an
apartment building) is $2.2 million; the Debtor owes California
Bank and Trust $1.375 million which was used by the Debtor to make
a loan to the apartment building owner.

The Debtor's personal property includes about $5 million in
accounts receivable.  The Debtor has several loans that are owed
to it by parties who borrowed money from the Debtor.

A copy of the schedules filed together with the petition is
available for free at:

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

Gary Pietruszka, president and 100% owner, signed the bankruptcy
petition.

The Debtor is represented by Kent Salveson, Esq., in
San Juan Capistrano, California.

The company's general partner, Optimal Medical Offices LLC, sought
bankruptcy protection (Case No. 13-13178) on May 8, 2013.


PALM BEACH CHURCH: Hires Furr and Cohen as Attorney
---------------------------------------------------
Palm Beach Community Church, Inc., seeks authorization from the
U.S. Bankruptcy Court for the Southern District of Florida to
employ Robert C. Furr and the law firm of Furr and Cohen, P.A. as
attorney, nunc pro tunc to Oct. 20, 2013.

The Debtor requires Furr and Cohen to:

   (a) give advice to the Debtor with respect to its powers and
       duties as a debtor-in-possession and the continued
       management of its business operations;

   (b) advise the Debtor with respect to its responsibilities in
       complying with the U.S. Trustee's operating guidelines and
       reporting requirements and with the rules of the court;

   (c) prepare motions pleadings, orders, applications, adversary
       proceedings, and other legal documents necessary in the
       administration of the case;

   (d) protect the interest of the Debtor in all matters pending
       before the Court;

   (e) represent the Debtor in negotiation with its creditors in
       the preparation of a plan.

Furr and Cohen will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Furr and Cohen received a retainer of $47,067.10 to represent the
Debtor in a Chapter 11 proceeding.  There are no prepetition fees
owed to Furr and Cohen.

Robert Furr, employee of Furr and Cohen, 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.

The Court will hold a hearing on the engagement on Dec. 12, 2013,
at 1:30 p.m.

Furr and Cohen can be reached at:

       Robert C. Furr, Esq.
       FURR AND COHEN, P.A.
       2255 Glades Road
       One Boca Place Suite 337W
       Boca Raton, FL 33431
       Tel: (561) 395-0500
       Fax: (561) 338-7532
       E-mail: rfurr@furrcohen.com

Palm Beach Community Church, Inc., filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013.  The
petition was signed by Raymond Underwood as president.  The Debtor
disclosed total assets of $15.55 million and total liabilities of
$11.43 million.


PALM BEACH CHURCH: Hires SmartPlan Financial as Accountant
----------------------------------------------------------
Palm Beach Community Church, Inc., asks for permission from the
U.S. Bankruptcy Court for the Southern District of Florida to
employ Roy Wiley and Covenant Financial, Inc. dba SmartPlan
Financial Services as accountants, nunc pro tunc to Oct. 20, 2013.

The Debtor requires SmartPlan Financial to:

   (a) prepare required Federal, State and local tax returns with
       supporting schedules for the tax year ended, Dec. 31, 2013
       and subsequent years;

   (b) prepare compilations of the Debtor-In-Possession's books as
       needed;

   (c) assist the Debtor in preparation of its Plan, Disclosure
       Statement and other work appropriate to this Chapter 11
       proceeding;

   (d) assist in the preparation of the "Debtor's Chapter 11
       Monthly Operation Report"; and

   (e) assist in any other services requested by the Debtor.

SmartPlan Financial will be paid at these hourly rates:

       Financial specialists      $60
       CPA services               $125

Roy Wiley and SmartPlan Financial have agreed to be paid $1,250
per month to prepare all of the necessary required returns and
financial documents.

SmartPlan Financial will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Roy Wiley, owner of SmartPlan Financial, 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.

The Court for the Southern District of Florida will hold a hearing
on the engagement on Dec. 12, 2013, at 1:30 p.m.

SmartPlan Financial can be reached at:

       Roy Wiley, CPA
       SMARTPLAN FINANCIAL SERVICES
       711 W. Indiantown Road, Ste C5
       Jupiter, FL 33458
       Tel: (561) 774-9547
       E-mail: keli@smartplanfinancialservices.com

Palm Beach Community Church, Inc., filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013.  The
petition was signed by Raymond Underwood as president.  The Debtor
disclosed total assets of $15.55 million and total liabilities of
$11.43 million.


PENN CENTRAL: Railroad Workers' Suit Finally Over After 44 Years
----------------------------------------------------------------
Clare Ansberry, writing for The Wall Street Journal, reported that
after 44 years, two retired railroad workers and the estates of 30
others are getting checks for a total of $14.7 million, in a
damage award that closes the book on one of the most disastrous
mergers ever.

According to the report, the 32 workers lost their jobs and
seniority after the Pennsylvania Railroad and New York Central
Railroad combined in 1968. The merger was designed to shore up the
two struggling railroads, which were quickly losing freight and
passenger traffic as the nation's highway system expanded.

The workers, who argued they were covered by a job-protection
deal, had been seeking damages worth $564,820 from the merged Penn
Central Transportation Corp., which lasted only 30 months before
collapsing into bankruptcy, the report said.

Their case, combined into a single lawsuit, wandered through
several courts and was heard by three arbitration panels, as well
as the federal Surface Transportation Board, the report related.
One of the many judges involved called it a "Dickensian" odyssey
through the legal system.

In September, a federal appeals-court panel upheld an award to the
workers for back pay and wages, the report further related.
Nearly all of it -- $14.2 million -- was interest.

The case is In The Matter of Penn Central Transportation Co., No.
70-347 (E.D. Pa.).

When the New York Central and Pennsylvania railroads agreed to
merge in 1962, the Interstate Commerce Commission, which then
regulated the nation's railroads, ordered them to reach a job-
security deal with their unions, which they did in 1964. Under the
deal, workers weren't suppose to lose jobs, wages or benefits as a
result of the merger, the Journal said.

Four years later, the giant Penn Central Transportation was born,
presiding over a 19,600-mile rail system that spanned the densely
populated industrial Northeast, but integrating the two companies'
rail networks, incompatible equipment and management proved nearly
impossible, the Journal noted.

In 1970, the company, burdened with debt, filed for bankruptcy
under the Bankruptcy Act of 1898, the report said.  The act, which
has since been replaced, carved out special protections for
railroad workers, then considered vital to the nation's economy.

The remaining assets of the system, along with those of other
bankrupt rail lines were transformed by three acts of Congress
into the government-backed passenger carrier Amtrak and the
freight carrier Consolidated Rail Corp., the report noted.


PERSONAL COMMUNICATIONS: Panel Hires Cousins Chipman as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of of Personal
Communications Devices, LLC and Personal Communications Devices
Holdings, LLC, seeks authorization from the U.S. Bankruptcy Court
for the Eastern District of New York to retain Cousins Chipman &
Brown, LLP as conflicts counsel, nunc pro tunc to Oct. 25, 2013.

The professional services Cousins Chipman has provided -- and will
provide -- include, but are not limited to:

   (a) providing legal advice to the Committee with respect to
       legal disputes in which conflicts of interest prevent
       representation by the Committee's lead bankruptcy
       counsel; and

   (b) negotiating, drafting, and pursuing all litigation and
       documentation necessary in conjunction with such legal
       disputes.

Cousins Chipman will be paid at these hourly rates:

       Partners                 $450-$645
       Associates               $265-$450
       Paralegals               $180-$225

Adam D. Cole will take principal responsibility for matters that
arise in these chapter 11 cases that require Cousins Chipman's
participation.  Cousins Chipman has agreed to discount Mr. Cole's
hourly rate from $625 per hour to $495 per hour.  Cousins Chipman
will also be reimbursed for reasonable out-of-pocket expenses
incurred.

Adam D. Cole, partner of Cousins Chipman, 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.

Cousins Chipman can be reached at:

       Adam D. Cole, Esq.
       COUSINS CHIPMAN & BROWN, LLP
       380 Lexington Avenue
       New York, NY 10168
       Tel: (212) 551-1152
       E-mail: cole@ccbllp.com

                             About PCD

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y.  The Debtor disclosed $247,952,684 in
assets and $284,985,134 in liabilities as of the Chapter 11
filing.

PCD -- http://www.pcdphones.com-- provides both carriers and
manufacturers an array of product life cycle management services
that includes planning and development; inventory; technical
testing; quality control; forward and reverse logistics; sell-in
and sell-thru, marketing & warranty support.  Its extensive
portfolio of high-quality and versatile wireless devices includes
feature phones, smart phones, tablets, mobile hotspots, modems,
routers, fixed wireless, M2M, GPS, and other innovative wireless
connectivity devices and accessories.  PCD is based in Hauppauge,
New York; and maintains operations facilities in Brea, California;
and Toronto, CA.

PCD filed for bankruptcy with a deal to sell the operations to
Quality One Wireless LLC for $105 million, absent a higher bid at
auction.

Bankruptcy Judge Alan S. Trust oversees the case.  Attorneys at
Goodwin Procter, LLP and Togut, Segal & Segal, LLP serve as
counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC, is the
claims and notice agent.  BG Strategic Advisors, LLC, is the
financial advisor.  Richter Consulting, Inc., is the investment
banker.

The petitions were signed by Raymond F. Kunzmann as chief
financial officer.

Q1W is advised by Raymond James and Associates, Inc. and Munsch
Hardt Kopf & Harr, P.C.

A three-member official committee of unsecured creditors was
appointed in the Chapter 11 case.  The Committee retained FTI
Consulting, Inc., as financial advisor, and Perkins Coie LLP as
counsel.


PLANDAI BIOTECHNOLOGY: Incurs $753,000 Net Loss in Sept. 30 Qtr.
----------------------------------------------------------------
Plandai Biotechnology, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $753,274 on $226,953 of revenues for the three
months ended Sept. 30, 2013, as compared with a net loss of
$422,735 on $133,816 of revenues for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2013, showed $8.89
million in total assets, $13.11 million in total liabilities and a
$4.22 million deficit allocated to the Company.

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

                         http://is.gd/DuOwIm

                           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.

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: Incurs $3.3 Million Net Loss in Third Quarter
--------------------------------------------------------------
PositiveID Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $3.30 million on $0 of
revenue for the three months ended Sept. 30, 2013, as compared
with a net loss attributable to common stockholders of $12.51
million on $0 of 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 common stockholders of $11.07 million on
$0 of revenue as compared with a net loss attributable to common
stockholders of $21.69 million on $0 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $2.09
million in total assets, $7.18 million in total liabilities and a
$5.09 million total stockholders' deficit.

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

                        http://is.gd/EAL0VS

                         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.

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.


PRESIDENTIAL REALTY: Posts $4.1 Million Net Income in 3rd Quarter
-----------------------------------------------------------------
Presidential Realty Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $4.15 million on $209,690 of total revenues for the
three months ended Sept. 30, 2013, as compared with a net loss of
$628,248 on $194,202 of total revenues for the same period during
the prior year.

For the nine months ended Sept. 30, 2013, the Company posted net
income of $2.96 million on $639,597 of total revenues as compared
with a net loss of $1.73 million on $579,062 of total revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.58
million in total assets, $1.92 million in total liabilities and a
$339,314 total deficit.

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

                         http://is.gd/4nmvJc

                      About Presidential Realty

Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, is engaged
principally in the ownership of income-producing real estate and
in the holding of notes and mortgages secured by real estate or
interests in real estate.  On Jan. 20, 2011, Presidential
stockholders approved a plan of liquidation, which provides for
the sale of all of the Company's assets over time and the
distribution of the net proceeds of sale to the stockholders after
satisfaction of the Company's liabilities.

Following the 2011 results, Holtz, Rubenstein Reminick LLP, in
Melville, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a working capital deficiency.

The Company reported a net loss of $6.16 million in 2011,
compared with a net loss of $2.57 million in 2010.


PRESSURE BIOSCIENCES: Discusses Record Third Quarter Revenue
------------------------------------------------------------
Pressure BioSciences, Inc., announced that Mr. Richard T.
Schumacher, the Company's president and CEO, presented a business
and financial update on the Company at the November 12th
SeeThruEquity Investor Conference in New York City.

Among the topics discussed by Mr. Schumacher were:

   * the Company's all-time record quarterly revenue, as reported
     in the fiscal 2013 third quarter;

   * revenue and earnings guidance for the fourth quarter of
     fiscal 2013 to date (Mr. Schumacher disclosed that the
     Company's product revenue through the first five weeks of its
     current fiscal fourth quarter has already surpassed product
     revenue for the entire fourth quarter of fiscal 2012).

   * the significant progress made by the Company in the
     development of its Barocycler HUB880 and the Barocycler High
     Throughput (microwell) pressure cycling technology-based
     instrument systems, and the expectation for the products' Q1
     2014 and Q2 2014 commercial releases, respectively.

   * the expectation for the Company to  repay all outstanding
     convertible notes prior to maturity.

Mr. Richard T. Schumacher, president and CEO of PBI, commented:
"We believe that our financial condition will be materially better
by years' end than it has been for several years, due to the
expected repayment of all convertible notes currently outstanding,
combined with expected strong F2013 Q4 operating results, new debt
under more favorable terms, and an anticipated fiscally-
responsible equity infusion."

Mr. Schumacher continued, "With the expected launch of two new
instrument systems during the first half of next year, both of
which are expected to add significantly to 2014 revenue, and our
continued vigilance in keeping expenses in check, we believe our
financial health will only get stronger going forward."

Mr. Douglas Rogers, managing director and head of the Capital
Markets Advisory Group of Merriman Capital, Inc. said: "We are
very impressed with the progress that the PBI Team has made in
2013, much of which we have observed first-hand as PBI is an
advisory client of ours.  During this time, they seem to have
successfully reached a number of management's key milestones,
including record quarterly revenue and an apparent breakthrough in
their patented pressure cycling technology ("PCT") platform.  We
believe the PCT platform could be one of the most compelling new
technology platforms we have seen in the space, and we will
continue to help support management and the Company as it seeks to
leverage its recent performance."

A link to a webcast of Mr. Schumacher's presentation can be found
below and on the home page of the Company's Web site:

              http://wsw.com/webcast/seethru5/pbio

                   About Pressure Biosciences

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

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

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

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


PRIMCOGENT SOLUTIONS: Court Enters Order Converting Case to Ch. 7
-----------------------------------------------------------------
Early this month the U.S. Bankruptcy Court for the Northern
District of Texas entered an agreed order converting Primcogent
Solutions, LLC's Chapter 11 case to one under Chapter 7 of the
Bankruptcy Code, effective immediately.  The Debtor and the United
States Trustee agreed to the conversion.  Erchonia Corporation
consents to the conversion of the case to Chapter 7.

Debtor, or any third party in possession or control of same,
Will immediately turn over possession and control of all property
of the estate to the Chapter 7 trustee.

As reported in the TCR on Nov. 13, 2013, Erchonia asked the Court
to convert the Debtor's Chapter 11 case to a case under Chapter 7
of the Bankruptcy Code.  The Motion serves as a joinder to the
previously filed motion by the U.S. Trustee.

However, Erchonia does not join or adopt paragraph 71 of the U.S.
Trustee's Motion and opposes dismissal of the case, even in the
alternative.  Moreover, Erchonia does not seek a separate hearing
but, instead, seeks a concurrent and consolidated hearing with the
Trustee's Motion.

As reported by the TCR on Sept. 20, 2013, the U.S. Trustee said
the Debtor cannot propose a plan of reorganization under which it
may reorganize, citing:

   1. The automatic stay has lifted as to substantially all of
      the Debtor's assets, and those assets have been sold at
      foreclosure.

   2. The Debtor's remaining significant assets are three causes
      of action, which may be prosecuted by a Chapter 7 trustee.

Debtor Objects to Conversion/Dismissal

Primcogent Solutions filed a limited objection to the U.S.
Trustee's motion to convert or, in the alternative, dismiss its
Chapter 11 case.

The Debtor said it is presently considering its options, including
whether to liquidate under a Chapter 11 plan or to convert its
case to Chapter 7, wherein the Erchonia Litigation would be
managed by a Chapter 7 trustee.  A funded liquidating plan
pursuant to which the Debtor manages and oversees the Erchonia
Litigation will likely yield the greatest return to creditors, the
Debtor maintained.

The Debtor, however, is aware that a liquidation under Chapter 11
will require, among other things, additional funding.

                    About Primcogent Solutions

Primcogent Solutions, LLC, is a supplier and distributor of
medical equipment and services in North America.  Primcogent
operates as the exclusive North American (and, through its
European subsidiaries, Western European) seller or distributor of
equipment manufactured by Erchonia Corporation, pursuant to
exclusive license and supply agreements.  Products sold include
Erchonia's non-invasive body-contouring laser technology
trademarked under the name Zerona(R), including the Zerona Body
Laser.

Primcogent was formed in late 2011 following the acquisition
of the business of Santa Barbara Medical Innovations LLC for
$18 million.  Although the Erchonia agreement gave Primcogent
perpetual rights to sell Erchonia products, Erchonia declared in
March 2013 that the agreement has been terminated due to
Primcogent's alleged failure to perform and starting that time
stopped servicing Primcogent's products.  Primcogent, on the other
hand, claims Erchonia has committed fraud, breached the agreement
and tortiously interfered with Primcogent's business.  Primcogent
cites, among other things, Erchonia's failure to obtain FDA
clearance of Lunula, a laser technology used to treat or cure toe
fungus.

Primcogent also claims ORIX, its secured lender, is working in
concert with Erchonia.  A default in the Erchonia agreement
triggered a cross-default in the credit agreement, and the secured
lender has already seized control of Primcogent's cash account and
is attempting to control warehouse inventory.

Primcogent filed a bare-bones Chapter 11 petition (Bankr. N.D.
Tex. Case No. 13-42368) in Ft. Worth, Texas, on May 20, 2013.  The
petition was signed by David Boris, chairman of board of managers
of managing member.  The Debtor disclosed $82,490,751 in assets
and $27,236,020 in liabilities as of the Chapter 11 filing.  Judge
D. Michael Lynn presides over the case.  Attorneys at Andrews
Kurth, LLP, serve as counsel to the Debtor.

ORIX is represented by Robert W. Jones, Esq., and Brian Smith,
Esq., at Patton Boggs, LLP.

Erchonia is represented by Ira M. Schwartz, Esq., and Lawrence D.
Hirsh, Esq., at Deconcini McDonald Yetwin & Lacy, P.C., and J.
Michael Sutherland, Esq., and Lisa M. Lucas, Esq., at Carrington,
Coleman, Sloman & Blumenthal, LLP.

The Official Committee of Unsecured Creditors is represented by
Looper Reed & McGraw P.C., as counsel.


REDDY ICE: S&P Revises Outlook to Negative & Affirms 'B-' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Texas-based Reddy Ice Holdings Inc. to negative from stable.  S&P
also affirmed the corporate credit rating at 'B-', as well as its
'B' senior secured debt rating on its operating subsidiary, Reddy
Ice Corp.  The recovery rating remains '2', indicating S&P's
expectation for substantial recovery (70% to 90%) in the event of
a payment default.

On Sept. 30, 2013, Reddy Ice had about $348 million in total debt
outstanding.

"The outlook revision reflects our assessment of Reddy Ice's
liquidity as "less than adequate" given its diminishing covenant
cushion and our view that Reddy Ice could breach its maintenance
financial covenant on its term loan if operating performance does
not improve," said credit analyst Jean Stout.  "Both operating
performance and credit measures are weaker than we had previously
expected."

The negative outlook reflects S&P's belief that Reddy Ice may be
unable to remain in compliance with its maintenance financial
covenants on its first-lien credit facilities within the next year
given its weaker-than-expected operating performance year to date.
The EBITDA cushion is currently below 10%, and the net leverage
covenant tightens in the 2014 third quarter.  S&P could lower the
ratings if the company is unable to improve operating performance
through higher sales and further cost reduction to remain in
compliance with its financial covenants, or if the company is
unable to demonstrate a viable plan to improve its covenant
cushion.  S&P estimates liquidity would be constrained if 2014 net
sales increased by less than 3%, if gross margins do not improve
by more than 100 basis points as compared with the 2013 expected
levels, and if the first lien term loan is not reduced by about
$8 million, leading to S&P's estimate of the covenant cushion
falling to about 3% or lower.

Alternatively, S&P could consider revising the outlook to stable
if the company is able to restore and sustain the covenant cushion
levels of 10% or more, possibly through an amendment of its
covenant test levels, or if operating performance significantly
improved.  S&P believes the covenant cushion would be at least 10%
if 2014 results are significantly above its base case scenario.


REGAL ONE: Has $30,277 Net Investment Loss for Q3 Ended Sept. 30
----------------------------------------------------------------
Regal One Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net
investment loss of $30,277 on $nil of revenues for the three
months ended Sept. 30, 2013, compared to a net investment loss of
$24,951 on $nil of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $1.13
million in total assets, $0.13 million in total liabilities, and
stockholders' equity of $1.0 million.

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

                       http://is.gd/XBikk1

Los Angeles, Calif.-based Regal One Corporation is a financial
services company which coaches and assists biomedical companies,
through its network of professionals, in listing their securities
on the over-the-counter bulletin board (OTC BB) market.


RICEBRAN TECHNOLOGIES: Amends $18.3MM Common Shares Prospectus
--------------------------------------------------------------
Ricebran Technologies filed an amended registration statement
relating to the proposed offering of an aggregate of $18,328,125
worth of common stock.

The Company's common stock is currently traded on the OTCQB
Marketplace, operated by OTC Markets Group, under the symbol
"RIBT".  The Company has applied to list its common stock and
warrants on The NASDAQ Capital Market under the symbols "RIBT" and
"RIBTW", respectively.  No assurance can be given that the
Company's application will be approved.

On Nov. 15, 2013, the last reported sales price for the Company's
common stock was $0.06 per share ($12.00 per share in post-split
shares).  On Nov. 13, 2013, the Company effected a one-for-200
reverse split on its issued and outstanding shares of its common
stock.  All warrant, option, share and per share information in
this prospectus gives retroactive effect to the one-for-200
reverse split.

A copy of the amended Form S-1 registration statement is available
for free at http://is.gd/x486bR

                           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 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.


SAN JOAQUIN HILLS: S&P Affirms 'BB-' Longterm Rating on Bonds
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative and affirmed its 'BB-' long-term rating on San
Joaquin Hills Transportation Corridor Agency (SJHTCA), Calif.'s
outstanding senior- and subordinate-lien bonds.

"The stable outlook reflects our view of the agency's adequate
revenue growth due to toll increases," said Standard & Poor's
credit analyst Todd Spence.  "In addition, the rating reflects our
view of the highly leveraged toll facility, which has historically
performed below projections with flat or declining traffic in
fiscal years 2008 through 2013; although, the first four months of
fiscal 2014 show an approximately 5% traffic increase," Mr. Spence
added.


SAND TECHNOLOGY: Completely Acquired by N. Harris Computer
----------------------------------------------------------
N. Harris Computer Corporation, a wholly-owned subsidiary of
Constellation Software Inc., completed its previously announced
acquisition of all the issued and outstanding shares of Sand
Technology Inc.  The Superior Court of Quebec issued a final order
approving the transaction on Nov. 14, 2013.

                       About SAND Technology

Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF)
-- http://www.sand.com/-- provides Data Management Software and
Best Practices for storing, accessing, and analyzing large amounts
of data on-demand while lowering TCO, leveraging existing
infrastructure and improving operational performance.

SAND/DNA solutions include CRM analytics, and specialized
applications for government, healthcare, financial services,
telecommunications, retail, transportation, and other business
sectors.  SAND Technology has offices in the United States,
Canada, the United Kingdom and Central Europe.

As of April 30, 2013, the Company had C$2.86 million in total
assets, C$3.64 billion in total liabilities and a C$787,933
shareholders' deficiency.

"With the exception of the year ended July 31, 2012, the Company
has incurred operating losses in the past years and has
accumulated a deficit of $42,992,975 as at April 30, 2013.  The
Company has also generated negative cash flows from operations.
Historically, the Company financed its operating and capital
requirements mainly through issuances of debt and equity.  The
Company's continuation as a going concern is dependent upon,
amongst other things, attaining a satisfactory revenue level, the
support of its customers, a return to profitable operations and
the generation of cash from operations, the ability to secure new
financing arrangements and new capital.  These matters are
dependent on a number of items outside of the Company's control.
These material uncertainties cast substantial doubt regarding the
Company's ability to continue as a going concern," according to
the Company's quarterly report for the period ended April 30,
2013.


SANTA FE GOLD: Incurs $4-Mil. Net Loss in Quarter Ending Sept. 30
-----------------------------------------------------------------
Santa Fe Gold filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $4.0 million on $1.19 million of revenues for the three months
ended Sept. 30, 2013.

The Company's balance sheet at Sept. 30, 2013, showed $25.88
million in total assets, $26.67 million in total liabilities, and
stockholders' deficit of $783,760.

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

                       http://is.gd/cPOqzy

                       About Santa Fe Gold

Santa Fe Gold -- http://www.santafegoldcorp.com-- is a U.S.-based
mining enterprise with producing mining operations in Lordsburg,
New Mexico, and exploration and development projects in
southwestern New Mexico, north-central New Mexico and Arizona.
Santa Fe controls: (i) the Summit mine and Lordsburg mill in
southwestern New Mexico, which began commercial production in
2012; (ii) a substantial land position near the Lordsburg mill,
comprising the core of the Lordsburg Mining District; (iii) the
Mogollon gold-silver project, within trucking distance of the
Lordsburg mill; (iv) the Ortiz gold property in north-central New
Mexico; (v) the Black Canyon mica deposit near Phoenix, Arizona;
and (vi) a deposit of micaceous iron oxide (MIO) in western
Arizona.  Santa Fe Gold intends to build a portfolio of high-
quality, diversified mineral assets with an emphasis on precious
metals.


SANTORINI Y NOT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Santorini Y Not, Inc.
        13000 Technology Drive
        Eden Prairie, MN 55344

Case No.: 13-45746

Chapter 11 Petition Date: November 27, 2013

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Hon. Kathleen H. Sanberg

Debtor's Counsel: Steven B. Nosek, Esq.
                  STEVEN NOSEK
                  2855 Anthony Ln S, Ste 201
                  St Anthony, MN 55418
                  Tel: 612-335-9171
                  Email: snosek@noseklawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Anthony Nicklow, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mnb13-45746.pdf


SEAWORLD PARKS: S&P Puts B+ Corp. Credit Rating on Watch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Orlando-based SeaWorld Parks & Entertainment Inc.
on CreditWatch with positive implications.

At the same time, S&P placed its 'BB-' issue-level rating on the
company's approximately $1.6 billion senior secured credit
facility on CreditWatch with positive implications.  The recovery
rating on this debt remains '2', indicating S&P's expectation for
substantial (70% to 90%) recovery for lenders in the event of a
payment default.  As a result, S&P expects to raise the issue-
level rating on the senior secured credit facility one notch above
the corporate credit rating, in line with S&P's recovery notching
criteria.

The CreditWatch listing follows the recent S-1 filing that
registers 15 million shares of SeaWorld common stock for sale by
affiliates of The Blackstone Group L.P., which would reduce
Blackstone's ownership in the company to approximately 46% from
63%. In the event that SeaWorld completes the secondary share
offering, financial sponsor Blackstone would reduce its ownership
in the company to a non-controlling stake.  Upon the full
completion of the secondary offering, S&P could raise its
corporate credit rating on SeaWorld by as much as two notches to
'BB' from 'B+', which would reflect S&P's increased confidence
that the company will sustain adjusted debt to EBITDA under 4x and
FFO to debt of about 20% or higher over the next few years.  These
credit measures are in line with a "significant" financial risk
profile assessment, under S&P's criteria, which is an improvement
from its current "highly leveraged" financial risk profile
assessment.

In addition, S&P reassessed SeaWorld's business risk profile as
"satisfactory" from "fair," primarily reflecting a reassessment of
the importance of volatility of earnings in SeaWorld's business
risk profile.  S&P's assessment of SeaWorld's business risk
profile as satisfactory reflects low expected profit volatility
over the economic cycle compared with other rated leisure
companies, high barriers to entry in the theme park industry, and
S&P's belief the company will maintain adjusted EBITDA margin of
about 30% or higher.  SeaWorld's EBITDA concentration in a few of
its parks and the capital intensity of the theme park business
partly offset these factors.  S&P will resolve the CreditWatch
listing upon the completion of the secondary offering.  In the
event SeaWorld fully completes the secondary offering, S&P could
raise its corporate credit rating on SeaWorld by as much as two
notches to 'BB' from 'B+'.  In the event SeaWorld does not fully
complete the secondary offering, S&P will reassess ratings.


SEGA BIOFUELS: U.S. Trustee Unable to Form Committee
----------------------------------------------------
The United States Trustee informed the Bankruptcy Court that an
official committee under 11 U.S.C. Sec. 1102 has not been
appointed in the bankruptcy case of Sega Biofuels LLC.

The United States Trustee has attempted to solicit creditors
interested in serving on the Unsecured Creditors' Committee from
the 20 largest unsecured creditors.  After excluding governmental
units, secured creditors and insiders, the U.S. Trustee has been
unable to solicit sufficient interest in serving on the Committee,
to appoint a proper Committee.

The U.S. Trustee reserves the right to appoint such a committee
should interest developed among the creditors.

Sega Biofuels LLC, the owner of a wood-pellet plant in Nahunta,
Georgia, filed a petition for Chapter 11 protection (Bankr. S.D.
Ga. 13-50694) on Sept. 11 in Waycross, Georgia.  The Company
listed assets worth $10.6 million and debt totaling $13.7 million.


SEMTECH CORP: S&P Withdraws 'BB' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew the ratings,
including the 'BB' corporate credit rating, on U.S. analog and
mixed-signal semiconductor provider Semtech Corp., upon the
company's request.


SHELBOURNE NORTH WATER: Developer to Pay Creditors, Finish Project
------------------------------------------------------------------
Jacqueline Palank, writing for DBR Small Cap, reported that the
developer of the stalled Chicago Spire project is aiming to use
its time in Chapter 11 to pay off its debts and complete
construction of what would be the tallest building in the Western
Hemisphere.

A group of creditors filed an involuntary Chapter 11 petition
against Chicago, Illinois-based Shelbourne North Water Street L.P.
on Oct. 10, 2013 (Bankr. D. Del. Case Number 13-12652).  The case
is assigned to Judge Kevin J. Carey.

The petitioners are represented by Zachary I Shapiro, Esq., and
Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.


SHOTWELL LANDFILL: Amends Schedules of Assets and Liabilities
-------------------------------------------------------------
Shotwell Landfill, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of North Carolina its amended schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,900,000
  B. Personal Property           $20,143,736
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,675,268
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $373,095
                                 -----------      -----------
        TOTAL                    $23,043,736      $10,048,364

As reported in the Troubled Company Reporter on Nov. 7, 2013, the
Debtor, in its amended schedules, disclosed $23,043,736 in assets
and $10,038,658 in liabilities.

A copy of the schedules is available for free at:

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

                  About Shotwell Landfill, Inc.

Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in
Wilson on April 19, 2013.  The Debtor disclosed $23,027,736 in
assets and $10,039,308 in liabilities as of the Chapter 11 filing.
Blake P. Barnard, Esq., William P. Janvier, Esq., and Samantha Y.
Moore, Esq., at the Janvier Law Firm, PLLC, in Raleigh, N.C.,
represent the Debtor as counsel.  William W. Pollock, Esq., at
Ragsdale Liggett PLLC, in Raleigh, N.C., represents the Debtor as
special counsel.

The Bankruptcy Administrator was unable to appoint an official
committee of unsecured creditors in the Debtor's case.


SHOTWELL LANDFILL: Balks at Bid for Ch.11 Trustee or Examiner
-------------------------------------------------------------
Shotwell Landfill, Inc., objected to the emergency motion for
appointment of a Chapter 11 trustee in its case, filed by assignee
LSCG Fund 18, LLC and creditor David A. Cook.

Shotwell Landfill contends that, among other things:

   1. The Debtor has proposed a feasible, appropriate, and
      confirmable Plan of Reorganization which will pay all
      creditors in full.

   2. The Debtor has remained profitable during bankruptcy and
      is operating the landfill appropriately.

   3. The related entities do pay David King's salary and some
      expenses on his behalf.

   4. The Debtor has not committed fraud on the Court or its
      creditors.  Such allegations are wholly unfounded.

The Court was slated to convene a hearing Nov. 25, 2013, at 11:00
a.m., to consider the motion to appoint trustee or examiner.

                   About Shotwell Landfill, Inc.

Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in
Wilson on April 19, 2013.  The Debtor disclosed $23,027,736 in
assets and $10,039,308 in liabilities as of the Chapter 11 filing.
Blake P. Barnard, Esq., William P. Janvier, Esq., and Samantha Y.
Moore, Esq., at the Janvier Law Firm, PLLC, in Raleigh, N.C.,
represent the Debtor as counsel.  William W. Pollock, Esq., at
Ragsdale Liggett PLLC, in Raleigh, N.C., represents the Debtor as
special counsel.

The Bankruptcy Administrator was unable to appoint an official
committee of unsecured creditors in the Debtor's case.


SIMPLY WHEELZ: Taps Epiq Bankruptcy as Noticing & Claims Agent
--------------------------------------------------------------
Simply Wheelz LLC, dba Advantage Rent-A-Car, seeks authorization
from the U.S. Bankruptcy Court for the Southern District of
Mississippi to employ Epiq Bankruptcy Solutions, LLC, as noticing
and claims agent, nunc pro tunc to Nov. 5, 2013.

The Debtor requires Epiq Bankruptcy to:

   (a) prepare and serve required notices in these chapter 11
       cases, including:

       -- a notice of the commencement of this chapter 11 case and
          the initial meeting of creditors under section 341(a) of
          the Bankruptcy Code;

       -- a notice of the claims bar date;

       -- notices of objections to claims;

       -- notices of hearings on a disclosure statement and
          confirmation of a plan of reorganization; and

       -- such other miscellaneous notices as the Debtor or the
          Court may deem necessary or appropriate for an orderly
          administration of these chapter 11 cases;

   (b) assist with the publication of required notices, as
       necessary;

   (c) maintain copies of all proofs of claim and proofs of
       interest filed in these cases;

   (d) maintain official claims registers in these cases by
       docketing all proofs of claim and proofs of interest in a
       claims database that includes the following information for
       each claim or interest asserted:

       -- the name and address of the claimant or interest holder
          and any agent thereof, if the proof of claim or proof of
          interest was filed by an agent;

       -- the date the proof of claim or proof of interest was
          received by Epiq and the Court;

       -- the claim number assigned to the proof of claim or proof
          of interest; and

       -- the asserted amount and classification of the claim;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (f) transmit to the Clerk's Office a copy of the claims
       registers as requested by the Clerk's Office;

   (g) maintain an up-to-date mailing list for all entities that
       have filed proofs of claim or proofs of interest and make
       such list available to the Clerk's Office or any party in
       interest upon request;

   (h) provide access to the public for examination of copies of
       the proofs of claim or proofs of interest filed in these
       cases without charge during regular business hours;

   (i) create and maintain a public access website setting forth
       pertinent case information and allowing access to certain
       documents filed in the Debtor's chapter 11 case;

   (j) record all transfers of claims pursuant to Bankruptcy Rule
       3001(e) and provide notice of such transfers to the extent
       required by Bankruptcy Rule 3001(e);

   (k) comply with applicable federal, state, municipal and local
       statutes, ordinances, rules, regulations, orders and other
       requirements;

   (1) provide temporary employees, who are not past or present
       employees of the Debtor, to process claims, as necessary;

   (m) promptly comply with such further conditions and
       requirements as the Clerk's Office or the Court may at any
       time prescribe;

   (n) provide balloting and solicitation services, including
       producing personalized ballots and tabulating creditor
       ballots on a daily basis;

   (o) gathering data in conjunction with the preparation, and
       assist with the preparation, of the Debtor's schedules of
       assets and liabilities and statement of financial affairs;

   (p) generating, providing, and assisting with claims
       objections, exhibits, claims reconciliation, and related
       matters;

   (q) providing a confidential data room;

   (r) provide such other claims processing, noticing, balloting
       and administrative services as may be requested from time
       to time by the Debtor; and

   (s) at the close of these cases, box and transport all original
       documents in proper format, as provided by the Clerk's
       Office, to the Federal Archives.

The Debtor has provided Epiq with a $10,000 evergreen retainer to
remain outstanding at all times.

Epiq Bankruptcy will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Todd W. Wuertz, director of Consulting Services of Epiq Bankruptcy
Solutions, LLC, assured the Court 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.

Epiq Bankruptcy can be reached at:

       Todd W. Wuertz
       EPIQ BANKRUPTCY SOLUTIONS, LLC
       757 Third Avenue, Third Floor
       New York, NY 10017
       Tel: (646) 356-1920

                   About Simply Wheelz

Based in Ridgeland, Mississippi, Simply Wheelz is owned by
Franchise Services of North America NA, which acquired the
Advantage business and 24,000 vehicles early this year from
Hertz Global Holdings Inc. Hertz was required by antitrust
regulators to divest Advantage when taking over the Dollar
Thrifty business.  The vehicles are leased from Hertz, which gave
notice of termination of the lease on Nov. 2 following payment
default on Oct. 9.  Simply Wheelz said it lost $8.6 million on the
sale of 5,300 cars in the Hertz fleet. The contracts requires
Simply Wheelz to bear the risk of the residual value of the fleet.

Advantage has 72 locations in 33 states. It is the fourth-
largest rental car business in the U.S.

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code on Nov. 5, 2014 (Case No. 13-03332,
Bankr. S.D.Miss.).  The case is assigned to Judge Edward
Ellington.  The petition listed assets and debt both exceeding
$100 million.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'mara Stevens &
Cannada, in Ridgeland, Mississippi.  Capstone Advisory Group, LLC,
serves as the Debtors' financial advisors.


SINO-FOREST CORP: SDNY Court Recognizes & Enforces E&Y Settlement
-----------------------------------------------------------------
Bankruptcy Judge Martin Glenn granted Ernst & Young LLP's "Motion
to Recognize and Enforce Order of Ontario Court Approving E&Y
Settlement".

Two joinders in the Motion were also filed: (1) Joinder of Foreign
Representative in (I) Motion to Recognize and Enforce Order of
Ontario Court Approving Ernst & Young Settlement and (II)
Memorandum of Law in Support of Motion to Recognize and Enforce
Order of Ontario Court Approving Ernst & Young Settlement; and (2)
U.S. Class Action Plaintiffs' and Canadian Class Action
Plaintiffs' Joinder to the Motion to Recognize and Enforce Order
of Ontario Court Approving Ernst & Young Settlement.

Through the Motion, E&Y seeks entry of an order giving full force
and effect in the United States to the March 20, 2013 order of the
Ontario Superior Court of Justice (Commercial List) in the
proceeding of Sino-Forest Corporation under Canada's Companies
Creditors Arrangement Act.  The Order approves the settlement of
class action claims against E&Y and implements a global release in
favor of E&Y under Sino-Forest's plan of compromise and
reorganization dated December 3, 2012.

Pursuant to the Settlement, E&Y will pay C$117 million to resolve
claims asserted against it in class action litigations filed by
plaintiffs in Canada and the United States on behalf of all
persons and entities, wherever they may reside, who acquired any
securities of Sino-Forest, including securities acquired in the
primary, secondary, and over-the-counter markets.  Those
proceedings were commenced against Sino-Forest and certain of its
former officers, directors, underwriters, and auditors, including
E&Y, on the basis of alleged misrepresentations in SFC's financial
statements issued before 2011.

E&Y, SFC's external auditor from 2007 to 2012, is a named
defendant in the Class Actions.

Judge Glenn noted this is the first time the SDNY Court has been
asked to grant comity in a chapter 15 case to a foreign court
order approving a third-party non-debtor release since the Fifth
Circuit's decision in In re Vitro S.A.B. de C.V., 701 F.3d 1031
(5th Cir. 2012), affirming a bankruptcy court decision declining
to grant comity in a chapter 15 case to a Mexican court order that
included third-party releases.  In a decision preceding the Vitro
decision, the SDNY Court granted comity to a Canadian court order
that included third-party releases in In re Metcalfe & Mansfield
Alternative Investments, 421 B.R. 685 (Bankr. S.D.N.Y. 2010).
According to Judge Glenn, Metcalfe is almost on all fours with the
Sino-Forest case, and nothing in Vitro would require a different
result here.

A copy of Judge Glenn's Nov. 25 Memorandum Opinion is available at
http://is.gd/0PTprifrom Leagle.com.

Milbank, Tweed, Hadley & McCloy LLP's Dennis F. Dunne, Esq.,
Thomas J. Matz, Esq., and Jeremy C. Hollembeak, Esq., represent
FTI Consulting Canada Inc., the Foreign Representative of the
Canadian Proceeding of Sino-Forest Corporation.

Allen & Overy LLP's Ken Coleman, Esq., and Jonathan Cho, Esq.,
represent Ernst & Young LLP.

Lowenstein Sandler LLP's Michael S. Etkin, Esq., and Tatiana
Ingman, Esq., serve as Chapter 15 Counsel for Class Action
Plaintiffs.

                     About Sino-Forest Corp.

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.

Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.

FTI Consulting commenced a Chapter 15 case for Sino-Forest in New
York (Bankr. S.D.N.Y. Case No. 13-10361) to give force and effect
of Sino-Forest's plan of compromise and reorganization that has
been sanctioned by creditors and an Ontario court.  The Chapter 15
petition claimed assets and debt both exceed $1 billion.  Jeremy
C. Hollembeak, Esq., at Milbank, Tweed, Hadley & McCloy, LLP,
serves as counsel in the U.S. case.


SOLAR POWER: Incurs $3.6 Million Net Loss in Third Quarter
----------------------------------------------------------
Solar Power, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.58 million on $21.28 million of total net sales for the
three months ended Sept. 30, 2013, as compared with a net loss of
$7.20 million on $36.23 million of total net sales for the same
period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $13.55 million on $27.25 million of total net sales as
compared with a net loss of $10.42 million on $86.95 million of
totla net sales for the same period during the previous year.

The Company's balance sheet at Sept. 30, 2013, showed $132.92
million in total assets, $119.71 million in total liabilities and
$13.20 million in total stockholders' equity.

"We are pleased with our Q3 total net sales, which reflects our
operational progress in completing a Greece project and resuming
projects in New Jersey, while we work to resolve financing issues
for these and other facilities in our pipeline," said Charlotte
Xi, president and global chief operating officer and interim chief
financial officer.  "The company is also preparing to reintroduce
its YES! brand of high quality, low cost solar kits for
residential deployment.  We believe that YES! has the long-term
potential to better diversify our business in the future, help
mitigate the volatility in our quarterly EPC net sales, and allow
SPI Solar to harness emerging growth prospects in the residential
solar sector."

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

                        http://is.gd/ZCqY99

                      To Restate Q2 Form 10-Q

On Nov. 15, 2013, the Audit Committee of the Board of Directors of
Solar Power determined, based on the recommendation of management
and discussion with the Company's independent registered public
accounting firm, that the Company should restate its Condensed
Consolidated Statements Of Cash Flows for the six months ended
June 30, 2013, and 2012 included in the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2013.  Accordingly, on
Nov. 15, 2013, the Board of Directors concluded, based on the
recommendation of the Audit Committee, that the Company's
previously issued financial statements included in filings with
the Securities and Exchange Commission for this period should be
restated and the related press releases, reports and shareholder
communications describing the Company's financial statements for
this period should no longer be relied upon.

Based on its review, management, along with Crowe Horwath LLP, its
independent registered public accounting firm, determined that the
Company improperly reported cash flows between operating and
investing activities which resulted in a $17 million overstatement
of cash flows from operating activities and a $17 million
understatement of cash flows from investing activities due to the
improper classification of a portion of the conversion of $30.6
million of accounts receivables into notes receivables during the
second quarter of 2013.  Management will also update the
presentation of non-cash activities and disclosures related to
notes receivable.

                         About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power disclosed a net loss of $25.42 million in 2012, as
compared with net income of $1.60 million in 2011.

Crowe Horwath LLP, in San Francisco, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred a current year net loss of $25.4
million, has an accumulated deficit of $23.8 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and material adverse change and
default clauses in certain debt facilities under which the banks
can declare amounts immediately due and payable.  Additionally,
the Company's parent company LDK Solar Co., Ltd, has experienced
financial difficulties, which among other items, has caused delays
in project financing.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.


SOUTH LOUISIANA ETHANOL: 5th Cir. Affirms Dismissal of CHS Suit
---------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit affirmed the
dismissal of the lawsuit commenced by CHS Inc. against Plaquemines
Holdings LLC to redeem certain assets South Louisiana Ethanol,
LLC, sold to Plaquemines Holdings' sole member during SLE's
bankruptcy.

CHS Inc. and South Louisiana Ethanol each owned a 50% interest in
a company whose sole asset was a tract of land.  South Louisiana
Ethanol filed for bankruptcy under Chapter 11 of the Bankruptcy
Code, and, as part of the confirmed liquidation plan, the
bankruptcy court ordered South Louisiana Ethanol to dissolve the
company held jointly with CHS and to partition the tract of land.
During the pendency of the required state court dissolution
lawsuit, South Louisiana Ethanol sold to a third party an option
to purchase all of its right, title, and interest acquired from
the dissolution of the shared company. The third party then
assigned its rights under the option contract to Plaquemines
Holdings.  CHS responded by filing the suit, contending that South
Louisiana Ethanol's option contract with Plaquemines constitutes
the assignment of a litigious right under Louisiana law, entitling
CHS to redeem the litigious right by reimbursing Plaquemines for
the cost of the option contract plus interest. The district court
granted Plaquemines's motion to dismiss, holding that the law at
issue did not apply to judicial sales.

The appellate case is, CHS, INCORPORATED, Plaintiff-Appellant,
v. PLAQUEMINES HOLDINGS, L.L.C., Defendant-Appellee, No. 13-30028
(5th Cir.).  A copy of the Fifth Circuit's Nov. 26, 2013 decision
is available at http://is.gd/1Gh66tfrom Leagle.com.

                  About South Louisiana Ethanol

South Louisiana Ethanol LLC owns a non-operating ethanol plant in
Belle Chasse, Louisiana.  South Louisiana purchased the non-
operating plant in 2006 with plans for rebuilding. When financing
fell through, it shut down the construction project in September
2007.  South Louisiana Ethanol sought Chapter 11 bankruptcy
(Bankr. E.D. La. Case No. 09-12676) on Aug. 25, 2009.  Emile L.
Turner Jr., Esq., represented the Debtor in its restructuring
effort.  In its petition, the Debtor estimated $10 million to
$50 million in assets and $50 million to $100 million in debts.

On April 19, 2011, the Bankruptcy Court approved the Debtor's
Amended Plan of Reorganization that provided for the post-
confirmation sale of certain of the Debtor's assets.


STRATUS MEDIA: Incurs $1.5 Million Net Loss in Third Quarter
------------------------------------------------------------
Stratus Media Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.53 million on $0 of revenues for the three months
ended Sept. 30, 2013, as compared with a net loss of $1.32 million
on $143,334 of revenues for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss of $1.68 million on $71,667 of revenues as compared with
a net loss of $22.79 million on $374,542 of revenues for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $3.23
million in total assets, $9.57 million in total liabilities, all
current, and a $6.33 million total shareholders' deficit.

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

                         http://is.gd/j4BxYn

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

Stratus Media disclosed a net loss of $6.84 million on $374,542 of
total revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $23.63 million on $570,476 of total revenues for the
year ended Dec. 31, 2011.

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 Stratus Media has suffered recurring losses
and has negative cash flow from operations which conditions raise
substantial doubt as to the ability of the Company to continue as
a going concern.


STEREOTAXIS INC: Rights Offering Expired November 21
----------------------------------------------------
As a reminder to certain stockholders and warrant holders of
Stereotaxis, Inc., as well as holders of separately purchased
subscription rights, the current rights offering was scheduled to
terminate on Nov. 21, 2013, at 5:00 pm New York City time.

All payments and documentation required to exercise rights must be
received by Broadridge Corporate Issuer Solutions, Inc., by the
termination time, and those rights holders wishing to exercise
their rights may need to contact their broker, dealer, customer,
bank or other nominee in order to properly exercise their rights.
Accordingly, rights holders with any questions regarding
exercising their rights should contact the Rights Agent by
telephone at (855) 300-4994.

As previously announced, all stockholders and certain warrant
holders of Stereotaxis, Inc., as of the record date of Oct. 31,
2013, at 5:00 pm New York City time, received subscription rights.
For those interested in purchasing the subscription rights, these
rights can be purchased on the NASDAQ Capital Market under the
symbol "STXSR," and will continue to be listed until the
expiration of the rights offering.

For stockholders and certain warrant holders that received
subscription rights in connection with the rights offering, 1
subscription right was received for every 1 share held.  One
subscription right allows the purchase of 1/3 a share of common
stock at a price of $3.00 per share.  As an example, if an
investor owned 200 shares of common stock on the record date, the
investor would have received 200 subscription rights.  The 200
rights would allow for the purchase of 66 shares of commons stock
for $3.00 per share (a total of $198 = 3 x 66).

As stated above, if holders of subscription rights elect to
exercise any rights, the Rights Agent must receive all required
documents and payments from the holder prior to the expiration of
the rights offering.  If the holder's required subscription
exercise documentation is received by the Rights Agent after the
expiration of the rights offering, Stereotaxis may, in its sole
discretion, choose to accept the holder's subscription but will be
under no obligation to do so.

                         About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures.  The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.

The Company's balance sheet at Sept. 30, 2013, showed
$26.36 million in total assets, $44.16 million in total
liabilities and a $17.79 million total stockholders' deficit.


SUNTECH POWER: To Appeal NYSE Regulation Decision to Delist ADRs
----------------------------------------------------------------
In a press release dated Nov. 19, 2013, Suntech Power Holdings
Co., Ltd. (OTC: STPFQ) announced that it intends to appeal the
decision of NYSE Regulation, Inc., to commence delisting
proceedings of the Company's American Depositary Shares (ADRs).

According to Suntech Power, it received a letter from NYSE
Regulation on Nov. 6, 2013, stating that it would be suspended
from trading due to uncertainties about the Company's ability to
complete its Form 20-F for the fiscal year ended Dec. 31, 2012,
within the time frames required by the NYSE.  The Company was
unable to file its Form 20-F for 2012 on time in light of
uncertainty around the Company's and its significant subsidiary's
ongoing restructuring and the fact that the Company is also in the
process of restating its previously issued Dec. 31, 2010 and 2011
financial statements.

Trading of the Company's American Depositary Shares had been
suspended by NYSE Regulation prior to the opening on Monday,
Nov. 11, 2013.  Since such suspension, quotations of the Company's
American Depositary Shares have been available on the OTC market
under the symbol "STPFQ".

The Company believes a Committee of the Board of Directors of the
NYSE will make a final determination as to the Company's American
Depositary Shares by early 2014.

                         About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd., produces solar
products for residential, commercial, industrial, and utility
applications.  Suntech has delivered more than 25,000,000
photovoltaic panels to over a thousand customers in more than 80
countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a notice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are represented
by Jay Teitelbaum, Esq., at TEITELBAUM & BASKIN LLP, in White
Plains, New York.


SUPERTEL HOSPITALITY: Reports $1.7-Mil. Net Income in Q3 of 2013
----------------------------------------------------------------
Supertel Hospitality, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net income of $1.7 million on $17.86 million of revenues for the
three months ended Sept. 30, 2013, compared to a net loss of $2.27
million on $18.53 million of revenues for the same period last
year.

The Company's balance sheet at Sept. 30, 2013, showed $181.82
million in total assets, $147.64 million in total liabilities, and
stockholders' equity of $34.07 million.

On Sept. 26, 2013, based on market conditions, pricing
expectations, and after discussions with the underwriters, the
Company withdrew and terminated its previously announced proposed
public offering of 16,700,000 shares of Common Stock.  The costs
of this offering and its failure to be completed have had a severe
impact on the Company's liquidity.  These conditions raise
significant uncertainty about its ability to continue as a going
concern.

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

                       http://is.gd/n6Ivbg

                About Supertel Hospitality, Inc.

Headquartered in Norfolk, Nebraska, Supertel Hospitality, Inc. --
http://www.supertelinc.comis a self-administered real estate
investment trust that specializes in the ownership of select-
service hotels.  The company currently owns 75 hotels comprising
6,474 rooms in 21 states . Supertel's hotels are franchised by a
number of the industry's most well-regarded brand families,
including Hilton, Choice and Wyndham.


TANDY BRANDS: Incurs $872,000 Net Loss in Quarter Ended Sept. 30
----------------------------------------------------------------
Tandy Brands filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $872,000 on $19.92 million of revenues for the three months
ended Sept. 30, 2013, compared to a net loss of $1.29 million on
$25.87 million of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $47.49
million in total assets, $40.73 million in total liabilities, and
stockholders' equity of $6.76 million.

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

                      http://is.gd/xrtAMC

                       About Tandy Brands

Headquartered in Dallas, Texas, Tandy Brands --
http://www.tandybrands.com-- is a designer and marketer of
branded men's, women's and children's accessories, including
belts, gifts, small leather goods and bags.  Merchandise is
marketed under various national as well as private brand names
through all major retail distribution channels.


TEE INVESTMENT: Ch.11 Trustee Can Employ Hartman as Attorney
------------------------------------------------------------
Christina W. Lovato, the Chapter 11 trustee of Tee Investment
Company, Limited Partnership dba Lakeridge Apartments, sought and
obtained authorization from the U.S. Bankruptcy Court for the
District of Nevada to employ Hartman & Hartman as her attorney.

The Trustee seeks to employ Hartman & Hartman to represent her in
connection with this case for whatever purposes she deems
necessary.

Hartman & Hartman will be paid on an hourly basis at these rates:

       Jeffrey L. Hartman            $400
       Associate/Contract Attorney   $150
       Legal Assistant               $85

Hartman & Hartman will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Jeffrey L. Hartman, member Hartman & Hartman, 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.


THERMOENERGY CORP: Incurs $655,000 Net Loss in Q3 Ended Sept. 30
----------------------------------------------------------------
ThermoEnergy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $655,000 on $532,000 of revenues for the three months
ended Sept. 30, 2013, compared to a net loss of $1.87 million on
$2.03 million of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $8.55
million in total assets, $12.56 million in total liabilities, and
stockholders' deficit of $4.95 million.

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

                        http://is.gd/hToOYa

                  About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

The Company incurred a net loss of $7.38 million for the year
ended Dec. 31, 2012, as compared with a net loss of $17.38 million
on $5.58 million of revenue in 2011.  The Company's balance sheet
at March 31, 2013, showed $5.93 million in total assets, $17.46
million in total liabilities and a $11.52 million total
stockholders' deficiency.

Grant Thornton LLP, in Westborough, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred a net loss of $7,382,000 during the year
ended Dec. 31, 2012, and, as of that date, the Company's current
liabilities exceeded its current assets by $7,094,000 and its
total liabilities exceeded its total assets by $10,611,000.  These
conditions, among other factors, raise substantial doubt about the
Company's ability to continue as a going concern.


TIMIOS NATIONAL: Signs Employment Agreements with CEO & CFO
-----------------------------------------------------------
Timios National Corporation entered into an employment agreement
with Thomas McMillen, the Company's chief executive officer, which
agreement supersedes and replaces in its entirety Mr. McMillen's
prior employment agreement with the Company dated June 15, 2011.
The McMillen Agreement has an initial term that expires on
June 14, 2016, and is automatically renewable for additional
consecutive one year terms, unless at least 90 days written notice
is given by either the Company or Mr. McMillen prior to the
commencement of the next renewal term.  The McMillen Agreement
also provides that Mr. McMillen will continue to serve as Chairman
of the Board of Directors of the Company so long as he is with the
Company, with no additional compensation, subject to any required
approvals.

The McMillen Agreement provides for an annual base salary of
$350,000 and an annual discretionary bonus of up to 100 percent of
Mr. McMillen's base salary (with Mr. McMillen's annual bonus for
the year ending Dec. 31, 2013, being no less than the highest
bonus paid to any employee of the Company and its subsidiaries)
based upon the achievement of targeted annual performance
objectives to be established by the Compensation Committee of the
Board, in consultation with Mr. McMillen.  In addition, Mr.
McMillen is eligible for a one-time special bonus in an amount
equal to $299,659 to be paid no later than Dec. 31, 2014, unless
there is a change of control of the Company, in which case the
special bonus will be paid within five days following the change
of control.

The McMillen Agreement also provides for a monthly automobile
allowance in an amount equal to $1,000, a matching contribution to
his 401(k) account consistent with the plan up to the maximum
amount allowable under Section 401(k) of the Internal Revenue Code
of 1986, other benefits provided to other senior executives of the
Company, actual and reasonable out-of-pocket expenses and
reimbursement for attorney's fees actually incurred by Mr.
McMillen in connection with the review of his employment agreement
of up to an amount equal to $10,000.

The agreement is terminable by the Company for cause or death or
upon 90 days prior written notice without cause or due to
disability and by Mr. McMillen for good reason or upon 60 days
prior written notice without good reason.

Michael T. Brigante Employment Agreement

The Company also entered into an employment agreement with Michael
T. Brigante, the Company's executive vice president of finance and
chief financial officer, which agreement supersedes and replaces
in its entirety Mr. Brigante's prior employment agreement with the
Company dated June 15, 2011.  The Brigante Agreement has an
initial term that expires on June 14, 2016, and is automatically
renewable for additional consecutive one year terms, unless at
least 90 days written notice is given by either the Company or Mr.
Brigante prior to the commencement of the next renewal term.

The Brigante Agreement provides for an annual base salary of
$250,000, and an annual discretionary bonus of up to 50 percent of
Mr. Brigante's base salary (with Mr. Brigante's annual bonus for
the year ending Dec. 31, 2013, being no less than the second
highest bonus paid to any employee of the Company and its
subsidiaries) based upon the achievement of targeted annual
performance objectives to be established by the Compensation
Committee of the Board, in consultation with Mr. McMillen and Mr.
Brigante.  In addition, Mr. Brigante is eligible for a one-time
special bonus in an amount equal to $222,453 to be paid no later
than Dec. 31, 2014, unless there is a change of control of the
Company, in which case the special bonus will be paid within 5
days following the change of control.

The Brigante Agreement also provides for a monthly automobile
allowance in an amount equal to $500, a matching contribution to
his 401(k) account consistent with the plan up to the maximum
amount allowable under Section 401(k) of the Code, use of the
Company's corporate apartment, and if the Company no longer
maintains the apartment, a monthly housing allowance up to the
amount that the Company paid to maintain the corporate apartment,
other benefits provided to other senior executives of the Company,
actual and reasonable out-of-pocket expenses and reimbursement for
attorney?s fees actually incurred by Mr. Brigante in connection
with the review of his employment agreement of up to an amount
equal to $10,000.

A copy of the Form 8-K disclosure as filed with the U.S.
Securities and Exchange Commission is available for free at:

                        http://is.gd/dJvqoh

                       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.

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.


UNITEK GLOBAL: Red Oak Held 10.3% Equity Stake at Nov. 14
---------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Red Oak Partners, LLC, and its affiliates
disclosed that as of Nov. 14, 2013, they beneficially owned
1,964,234 shares of common stock of UniTek Global Services, Inc.,
representing 10.35 percent of the shares outstanding.  A copy of
the regulatory filing is available at http://is.gd/m01uGF

                   About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

Unitek incurred a net loss of $77.73 million in 2012, as compared
with a net loss of $9.13 million in 2011.  As of Dec. 31, 2012,
the Company had $326.40 million in total assets, $278.10 million
in total liabilities and $48.30 million in total stockholders'
equity.

                         Bankruptcy Warning

As of Dec. 31, 2012, the Company's total indebtedness, including
capital lease obligations, was approximately $170 million.  This
amount has increased to approximately $210 million as of Aug. 9,
2013, including amounts borrowed to cash collateralize letters of
credit.  The Company's current debt also bears interest at rates
significantly higher than historical periods.  The Company said
its substantial indebtedness could have important consequences to
its stockholders.  It will require the Company to dedicate a
substantial portion of its cash flow from operations to payments
on its indebtedness, thereby reducing the availability of the
Company's cash flow to fund acquisitions, working capital, capital
expenditures and other general corporate purposes.

"An event of default under either of our credit facilities could
result in, among other things, the acceleration and demand for
payment of all the principal and interest due and the foreclosure
on the collateral.  As a result of such a default or action
against collateral, we could be forced to enter into bankruptcy
proceedings, which may result in a partial or complete loss of
your investment," the Company said in the 2012 annual report.

                             *    *    *

In the June 11, 2013, edition of the TCR, Moody's Investors
Service lowered UniTek Global Services, Inc.'s probability of
default and corporate family ratings to Ca-PD/LD and Ca,
respectively.  The Ca corporate family rating reflects UniTek's
missed interest payment on the term loan which is considered a
default under Moody's definition, the heightened possibility of
another default event, continued delays in the filing of restated
financials including the last two audits, management turnover, the
potential loss of the company's largest customer and other
business and legal risks stemming from issues at the company's
Pinnacle subsidiary.

As reported by the TCR on Oct. 17, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Blue Bell,
Pa.-based UniTek Global Services Inc. to 'B-' from 'CCC'.  "The
ratings upgrade to 'B-' reflects our belief that the company
is no longer vulnerable and dependent on favorable developments to
meet its financial commitments over the next few years," said
Standard & Poor's credit analyst Michael Weinstein.


UNILAVA CORP: Reports $453K Net Loss in Quarter Ended Sept. 30
--------------------------------------------------------------
Unilava Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $452,718 on $666,133 of revenues for the three months ended
Sept. 30, 2013, compared to a net loss of $904,810 on $1.6 million
of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $2.58
million in total assets, $9.33 million in total liabilities, and
stockholders' deficit of $6.68 million.

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

                        http://is.gd/59ZOD7

                     About Unilava Corporation

Unilava Corporation (OTC BB: UNLA) -- http://www.unilava.com/--
is a diversified communications holding company incorporated under
the laws of the State of Wyoming in 2009.  Unilava and its
subsidiary brands provide a variety of communications services,
products, and equipment that address the needs of corporations,
small businesses and consumers.  The Company is licensed to
provide long distance services in 41 states throughout the U.S.
and local phone services across 11 states.  Through its carrier-
grade microwave wireless broadband infrastructure and broadband
Internet access partners, the Company also offers mobile and high-
definition IP-hosted voice services to residential customers and
corporate clients.  Additionally, Unilava delivers a comprehensive
and integrated suite of fee-based online and mobile advertising
and web services to a broad array of business enterprises.
Headquartered in San Francisco, the Company has regional offices
in Chicago, Seoul, Hong Kong, and Beijing.

Unilava reported a net loss of $1.58 million in 2012, as compared
with a net loss of $2.98 million in 2011.  The Company's balance
sheet at June 30, 2013, showed $2.60 million in total assets,
$8.92 million in total liabilities and a $6.31 million total
stockholders' deficit.

Shelley International CPA, in Mesa, AZ, 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 losses from operations, which raises
substantial doubt about its ability to continue as a going
concern.


UNITED BANCSHARES: Has $333K Net Loss in Quarter Ended Sept. 30
---------------------------------------------------------------
United Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $333,359 on $737,554 of total interest income for the
three months ended Sept. 30, 2013, compared to a net loss of
$407,236 on $767,805 of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $62.35
million in total assets, $58.94 million in total liabilities, and
stockholders' equity of $3.41 million.

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

                         http://is.gd/e0ARlV

                       About United Bancshares

Located in Philadelphia, Pennsylvania, United Bancshares, Inc., is
an African American controlled and managed bank holding company
for United Bank of Philadelphia, a commercial bank chartered in
1992 by the Commonwealth of Pennsylvania, Department of Banking.

United Bancshares reported a net loss of $1.01 million on $3.08
million of total interest income for the year ended Dec. 31, 2012,
as compared with a net loss of $1.03 million on $3.30 million of
total interest income for the year ended Dec. 31, 2011.  As of
June 30, 2013, the Company had $61.59 million in total assets,
$57.82 million in total liabilities and $3.77 million in
total shareholders' equity.

McGladrey LLP, in Blue Bell, Pennsylvania, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company's regulatory capital amounts and ratios are below
the required levels stipulated with Consent Orders between the
Company and its regulators under the regulatory framework for
prompt corrective action.  Failure to meet the capital
requirements exposes the Company to regulatory sanctions that may
include restrictions on operations and growth, mandatory asset
disposition, and seizure of the Company.  These matters raise
substantial doubt about the ability of the Company to continue as
a going concern."


UNIVERSAL BIOENERGY: Incurs $313,700 Net Loss in Sept. 30 Qtr.
--------------------------------------------------------------
Universal Bioenergy, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $313,768 on $13.87 million of revenues for the three
months ended Sept. 30, 2013, as compared with a net loss of $1.72
million on $15.56 million of revenues for the same period during
the prior year.

As of Sept. 30, 2013, the Company had $7.02 million in total
assets, $6.08 million in total liabilities and $935,070 in total
stockholders' equity.

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

                         http://is.gd/da7QSR

                      About Universal Bioenergy

Headquartered in Irvine, California, Universal Bioenergy Inc.
develops markets alternative and natural energy products
including, natural gas, solar, biofuels, wind, wave, tidal, and
green technology products.

Universal Bioenergy incurred a net loss of $623,518 on $60.21
million of revenues for the year ended June 30, 2013, as compared
with a net loss of $4.12 million on $57.32 million of revenues for
the year ended June 30, 2012.

Bongiovanni & Associates, CPA's, in Cornelius, North Carolina,
issued a "going concern" qualification on the consolidated
financial statements for the year ended June 30, 2013.  The
independent auditors noted that the the Company has suffered
recurring operating losses, has an accumulated deficit, has
negative working capital, and has yet to generate an internal cash
flow that raises substantial doubt about its ability to continue
as a going concern.


USMART MOBILE: Incurs $6.4 Million Net Loss in Third Quarter
------------------------------------------------------------
USmart Mobile Device Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $6.44 million on $19.85 million of net sales for the
three months ended Sept. 30, 2013, as compared with net income of
$1.15 million on $49.48 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 $6.20 million on $59.32 million of net sales as
compared with a net loss of $830,564 on $123.26 million of net
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $23.81
million in total assets, $31.33 million in total liabilities and a
$7.51 million total stockholders' deficit.

"As of September 30, 2013, the Company had total current assets of
$3,919,998 and current liabilities of $31,255,153.  This raises
substantial doubt about the Company's ability to continue as a
going concern.  We will continue to seek additional sources of
available financing on acceptable terms; however, there can be no
assurance that we will be able to obtain the necessary additional
capital on a timely basis or on acceptable terms, if at all.  In
addition, if the results are negatively impacted and delayed as a
result of political and economic factors beyond management's
control, our capital requirements may increase," the Company said
in the Quarterly Report.

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

                         http://is.gd/Rc2v75

                         About USmart Mobile

Del.-based USmart Mobile, previously known as ACL Semiconductors
Inc., is currently engaged in the production, manufacturing and
distribution of smartphones, electronic products and components in
Hong Kong Special Administrative Region and the People's Republic
of China through its operating subsidiaries.


VELATEL GLOBAL: Posts $357,000 Net Income in Third Quarter
----------------------------------------------------------
Velatel Global Communications, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income attributable to the Company of $357,367
on $462,880 of revenue for the three months ended Sept. 30, 2013,
as compared with a net loss attributable to the Company of $4.02
million on $214,486 of revenue for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss attributable to the Company of $15.27 million on $1.03
million of revenue as compared with a net loss attributable to the
Company of $9.46 million on $438,840 of revenue for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $2.56
million in total assets, $51.68 million in total liabilities and a
$49.12 million total deficiency.

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

                       http://is.gd/mlXlOG

                       About VelaTel Global

VelaTel acquires spectrum assets through acquisition or joint
venture relationships, and provides capital, engineering,
architectural and construction services related to the build-out
of wireless broadband telecommunications networks, which it then
operates by offering services attractive to residential,
enterprise and government subscribers.  VelaTel currently focuses
on emerging markets where internet penetration rate is low
relative to the capacity of incumbent operators to provide
comparable cutting edge services, or where the entry cost to
acquire spectrum is low relative to projected subscribers.
VelaTel currently has project operations in People's Republic of
China, Croatia, Montenegro and Peru.  Additional target markets
include countries in Latin America, the Caribbean, Southeast Asia
and Eastern Europe.  VelaTel's administrative headquarters are in
Carlsbad, California.  See http://www.velatel.com/

Velatel Global incurred a net loss of $45.60 million on $1.87
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $21.79 million on $0 of revenue for the year
ended Dec. 31, 2011.

Kabani & Company, Inc., 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's viability is dependent upon its
ability to obtain future financing and the success of its future
operations.  The Company has incurred a net loss of $45,601,292
for the year ended Dec. 31, 2012, cumulative losses of
$298,347,524 since inception, a negative working capital of
$34,972,850 and a stockholders' deficiency of $36,566,868.  These
factors raise substantial doubt as to the Company's ability to
continue as a going concern.


VELTI INC: Rip Creditors' Chapter 11 Sale Gripes
------------------------------------------------
Law360 reported that U.S. units of mobile marketer Velti PLC and
their stalking horse bidder, the credit arm of Blackstone Group
LP, pushed back on Nov. 27 against criticism of the bankruptcy
case from the creditors committee, arguing the body is spinning
facts to gain leverage and an uncertain piece of the sale
proceeds.

According to the report, in two separate strongly worded reply
motions before the Delaware bankruptcy court, Blackstone unit GSO
Capital Partners LP, which is the stalking horse bidder and major
secured creditor, says the committee "twists and mischaracterizes
facts."

                         About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No. 13-
bk-12878) on Nov. 4, 2013.

Velti Inc., a San Francisco-based unit of Velti Plc, listed assets
of as much $50 million and debt of as much as $100 million in
Chapter 11 documents filed this week.  Its Air2Web Inc. unit,
based in Atlanta, also sought creditor protection.

Velti Plc, which trades on the Nasdaq Stock Market, isn't part of
the bankruptcy process.  Operations in the U.K., Greece, India,
China, Brazil, Russia, the United Arab Emirates and elsewhere
outside the U.S. didn't seek protection and business there will
continue as usual.

Velti plc is a global provider of mobile marketing and advertising
technology.


VERMILLION INC: Has $2.31-Mil. Net Loss for Quarter Ended Sept. 30
------------------------------------------------------------------
Vermillion, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $2.31 million on $0.33 million of revenues for the three months
ended Sept. 30, 2013, compared to a net loss of $2.02 million on
$0.32 million of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $15.08
million in total assets, $4.84 million in total liabilities, and
stockholders' equity of $10.25 million.

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

                        http://is.gd/eBCW3G

                          About Vermillion

Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012, as
compared with a net loss of $17.79 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $16.89 million in total
assets, $4.39 million in total liabilities and $12.49 million in
total stockholders' equity.

BDO USA, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations and an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


VERTICAL COMPUTER: Incurs $761,000 Net Loss in Third Quarter
------------------------------------------------------------
Vertical Computer Systems, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss available to common stockholders of $761,196
on $1.23 million of total revenues for the three months ended
Sept. 30, 2013, as compared with a net loss available to common
stockholders of $476,914 on $1.28 million of total revenues for
the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss available to common stockholders of $1.41 million on
$4.03 million of total revenues as compared with a net loss
available to common stockholders of $1.14 million on $4.08 million
of total revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $1.32
million in total assets, $15.22 million in total liabilities,
$9.90 million in convertible cumulative preferred stock, and a
$23.80 million total stockholders' deficit.

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

                        http://is.gd/OjqC99

                      About Vertical Computer

Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, MaloneBailey, LLP, in
Houston, Texas, noted that the Company suffered net losses and has
a working capital deficiency, which raises substantial doubt about
its ability to continue as a going concern.

Vertical Computer disclosed a net loss of $1.31 million on $5.47
million of total revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $167,588 on $6.27 million of total
revenues for the year ended Dec. 31, 2011.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing net losses and a working capital
deficiency, which raises substantial doubt about the Company's
ability to continue as a going concern.


VUZIX CORP: Reports $1.8 Million Net Loss in Third Quarter
----------------------------------------------------------
Vuzix Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.85 million on $338,816 of total sales for the three months
ended Sept. 30, 2013, as compared with a net loss of $1.18 million
on $756,495 of total sales for the same period during the prior
year.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss of $4.44 million on $1.77 million of total sales as
compared with net income of $1.73 million on $2.51 million of
total sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed
$4.53 million in total assets, $12.52 million in total
liabilities, and a $7.99 million total stockholders' deficit.

As of Sept. 30, 2013, the Company had $4.53 million in total
assets, $12.52 million in total liabilities and a $7.99 million
total stockholders' deficit.

"During the three and nine months ended September 30, 2013 and the
years ended December 31, 2012 and 2011, we have has been unable to
generate cash flows other than our recent asset sales, sufficient
to support our operations and have been dependent on equity
financings, term debt financings, revolving credit financing and
the June 2012 asset sale.  We will remain dependent on outside
sources of funding until our results of operations provide
positive cash flows.  There can be no assurance that we will be
able to generate cash from those sources in the future.  Our
independent auditors issued a going concern paragraph in their
reports for the years ended December 31, 2012 and 2011.  The
accompanying financial statements have been prepared assuming that
we will continue as a going concern," the Company said in the
Quarterly Report.

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

                        http://is.gd/mBuhpw

                      About Vuzix Corporation

Vuzix -- http://www.vuzix.com-- is a supplier of Video Eyewear
products in the consumer, commercial and entertainment markets.
The Company's products, personal display devices that offer users
a portable high quality viewing experience, provide solutions for
mobility, wearable displays and virtual and augmented reality.
Vuzix holds 33 patents and 15 additional patents pending and
numerous IP licenses in the Video Eyewear field.  Founded in 1997,
Vuzix is a public company with offices in Rochester, NY, Oxford,
UK and Tokyo, Japan.


W.R. GRACE: Files Post-Confirmation Report for Q3 2013
------------------------------------------------------
W.R. Grace & Co. and its affiliated debtors filed a post-
confirmation quarterly summary report for the quarter ended
Sept. 30, 2013.

Grace reported that the total cash available at the end of the
quarter is more than $2.33 billion and that the total
disbursement reached more than $1.14 billion, of which nearly
$1.142 billion was spent in the ordinary course while $475,714
was spent to satisfy the claims of bankruptcy professionals.

A full-text copy of the post-confirmation report for the quarter
ended Sept. 30, 2013, is available for free at:

        http://bankrupt.com/misc/gracesept2013pcr.pdf

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Dec. 18 Hearing on Bid for Qualified Settlement Fund
----------------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates asked Judge Kevin J.
Carey of the U.S. Bankruptcy Court for the District of Delaware
for approval to establish a so-called "qualified settlement fund"
and contribute up to $250 million to the fund.

By establishing the fund before the end of the year, W.R. Grace
can receive a tax deduction for this year.  Amounts transferred
to the fund will be transferred to the trust created to pay
asbestos-related claims against the chemical manufacturer,
according to court filings.

W.R. Grace had significant net operating losses for tax purposes
estimated on Dec. 31, 2003, to be about $348 million.  Its NOLs
have now been substantially utilized, and thus there are not
significant NOLs available to reduce its taxable income in 2013,
court filings show.

James O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, said the Debtors may claim a deduction at
the time the amount is transferred to the fund regardless of when
it is actually received by the trust.

Mr. O'Neill said that based on W.R. Grace & Co.'s estimated 37.5%
marginal federal and state tax rate, it would result in up to
$93.75 million in tax savings.

According to the lawyer, the mechanics of the trust or the
company's restructuring plan won't be affected since the money
will simply be transferred to the trust.

A court hearing to consider approval of W.R. Grace's request is
scheduled for Dec. 18.  Objections are due by Dec. 11.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Seeks Revision to Order Hiring Blackstone
-----------------------------------------------------
W.R. Grace & Co. is seeking a revision of a bankruptcy judge's
order that authorized the chemical manufacturer to hire
Blackstone Advisory Partners L.P. as its financial adviser.

In a court filing, the company asked Judge Kevin Carey to issue a
revised order authorizing Blackstone to provide additional
services in connection with its acquisition of Dow Chemical Co.'s
polypropylene licensing & catalysts business.

W.R. Grace announced last month that it signed an agreement with
Dow to acquire the business for $500 million.  The deal is
expected to close by the end of the year.

The company will pay Blackstone a fee payable in cash in the
amount of 1% of the purchase price it paid for the business, and
will reimburse the firm for its work-related expenses.

A court hearing to consider approval of W.R. Grace's request is
scheduled for Dec. 18.  Objections are due by Dec. 2.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


WAVE SYSTEMS: Names William Solms CEO and Director
--------------------------------------------------
Wave Systems Corp.'s Board of Directors has confirmed William M.
Solms, age 50, as chief executive officer.  Mr. Solms, who joined
Wave in June and has served as Wave's Acting CEO since October 6,
has also been elected to Wave's Board of Directors.  His
appointment increases the size of Wave's Board to six members.

"Bill has brought a commitment to excellence, discipline and
accountability since his appointment as Acting CEO," said Chairman
John Bagalay.  "In short order, he has begun to implement a plan
to re-organize the company, streamline operations and bring
clarity and focus to Wave's place in the security market.  Given
this progress, the Board felt strongly that Bill was the right
choice to continue leading the company."

Before being named acting CEO, Mr. Solms served as Wave's vice
president of North American Sales.  He had previously worked at
Microsoft and at Oracle where he directed the Federal Sales Team
for Oracle-On-Demand.  A graduate of West Point, Mr. Solms served
a distinguished career as an active duty Army officer, ultimately
capping his 20+ years of service in the Pentagon as a member of
the Joint Staff.

"I'm honored and humbled by the opportunity to lead Wave," Mr.
Solms said.  "We have a great team that has produced a first-class
product suite -- which allows us to be market leaders in key
segments of the IT security space.  I look forward to bringing a
renewed sense of operational excellence and fiscal discipline to
the company while at the same time continuing to foster the spirit
of innovation that has been a hallmark of Wave."

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $33.96 million, as compared with a net loss of $10.79
million in 2011.  The Company's balance sheet at Sept. 30, 2013,
showed $12.03 million in total assets, $19.82 million in total
liabilities and a $7.79 million total stockholders' deficit.

KPMG LLP, in Boston Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.


WESTERN FUNDING: Judge Advances Bankruptcy-Exit Plan
----------------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that executives at
auto lender Western Funding Inc. got a federal judge's permission
to ask creditors to vote on their bankruptcy-exit strategy, which
involves selling the Las Vegas-based company to a much-larger
Canadian auto-finance firm and using the profits to repay the
company's debts.

                    About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc., is a specialized
consumer finance company providing automobile financing to
borrowers with limited access to traditional credit.

WFI and affiliates Western Funding Inc. of Nevada, and Global
Track GPS, LLC, 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.

As of the Petition Date, the Debtors' principal assets included
$44.9 million in finance receivables, $1.53 million in land and
building assets, $400,000 in real property and $754,000 in
furniture and equipment.


WESTERN FUNDING: High Ridge Partners Okayed as Financial Advisors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Western Funding Inc. and its debtor-affiliates to employ:

   1. Larson & Zirzow, LLC as general reorganization counsel;

   2. High Ridge Partners as financial advisors;

   3. Hilco Receivables, LLC as backup servicer; and

   4. Lewis Roca Rothgerber LLP as special counsel.

                    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: Withdraws Bid to Hire FTI as Investment Banker
---------------------------------------------------------------
Western Funding Inc. filed with the U.S. Bankruptcy Court for the
District of Navada a notice of withdrawal of the application to
employ FTI Consulting, Inc., as investment bankers for the Debtors
to assist with the sale transactions, nunc pro tunc from Oct. 3,
2013.

The Official Committee of the Unsecured Creditors objected to the
FTI employment particularly on the fees the Debtor agreed to pay
FTI for its services as investment banker.

BMO Harris Bank, N.A., filed a joinder to the Committee's
objection.

The Debtor sought Court approval to employ FTI as financial
advisors and investment bankers.  To the best of the Debtor's
knowledge, FTI is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                     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.


YOU ON DEMAND: Has $4.29-Mil. Loss for Nine Months Ended Sept. 30
-----------------------------------------------------------------
YOU On Demand Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net income of $2.98 million on $95,295 of revenues for the three
months ended Sept. 30, 2013, compared to a net loss of $4.44
million on $4,176 of revenues for the same period last year.

The Company reported a net loss of $4.29 million on $146,852 of
revenues for the nine months ended Sept. 30, 2013, compared to a
net loss of $13.47 million on $1.7 million of revenues for the
same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $16.52
million in total assets, $13.45 million in total liabilities, and
stockholders' equity of $3.07 million.

The Company had a working capital deficit of approximately $1.8
million and accumulated deficit of approximately $62 million, at
Sept. 30, 2013.  The Company must continue to rely on debt and
equity to pay for ongoing operating expenses in order to execute
its business plan.

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

                       http://is.gd/9co808

New York, N.Y.-based YOU On Demand Holdings, Inc., operates in the
Chinese media segment through its Chinese subsidiaries and
variable interest entities: (1) a business which provides to cable
providers both an integrated value-added service solution and
platform for the delivery of pay-per-view ("PPV") and video on
demand ("VOD") as well as enhanced premium content for cable
providers and (2) a cable broadband business based in the Jinan
region of China.


WORLD SURVEILLANCE: Has $1.05-Mil. Loss in Quarter Ended Sept. 30
-----------------------------------------------------------------
World Surveillance Group Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $1.05 million on $279,765 of revenues for the three
months ended Sept. 30, 2013, compared to a net loss of $986,983 on
$190,951 of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $3.75
million in total assets, $16.97 million in total liabilities, and
stockholders' deficit of $13.22 million.

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

                        http://is.gd/lSrk4b

                     About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

World Surveillance disclosed a net loss of $3.36 million on
$272,201 of net revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $1.12 million on $19,896 of net
revenues in 2011.  The Company's balance sheet at June 30, 2013,
showed $3.60 million in total assets, $16.93 million in total
liabilities, all current and $13.33 million total stockholders'
deficit.

Rosen Seymour Shapss Martin & Company LLP, in New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

                        Bankruptcy Warning

"Our indebtedness at June 30, 2013 was $16,938,962.  A portion of
such indebtedness reflects judicial judgments against us that
could result in liens being placed on our bank accounts or assets.
We are continuing to review our ability to reduce this debt level
due to the age and/or settlement of certain payables but we may
not be able to do so.  This level of indebtedness could, among
other things:

  * make it difficult for us to make payments on this debt and
    other obligations;

   * make it difficult for us to obtain future financing;

   * require us to redirect significant amounts of cash from
     operations to servicing the debt;

   * require us to take measures such as the reduction in scale of
     our operations that might hurt our future performance in
     order to satisfy our debt obligations; and

   * make us more vulnerable to bankruptcy or an unwanted
     acquisition on terms unsatisfactory to us," the Company said
     in the quarterly report for the period ended June 30, 2013.


* Pa. High Court Affirms Bank's $11MM Confession of Judgment
------------------------------------------------------------
Law360 reported that the Pennsylvania Supreme Court on Nov. 27
upheld a contract obligating a developer to pay Susquehanna
Bancshares Inc. $10.7 million stemming from its default on a 2008
construction loan.

According to the report, the one-page per curiam order, which came
less than a week after oral arguments were held, provided no
details on why the high court elected to affirm the Superior
Court's ruling favoring Graystone Bank, acquired by Susqeuhanna in
2012, over a group of entities led by Grove Estates LP.


* BOOK REVIEW: Land Use Policy in the United States
---------------------------------------------------
Author: Howard W. Ottoson
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://is.gd/tiz2N3

In 1962, marking the 100th anniversary of the signing of the
Homestead Act by President Lincoln, 20 nationally recognized
economists, historians, a political scientist, and a geographer
presented papers at the Homestead Centennial Symposium at the
University of Nebraska. Their task was to appraise the course
that United States land policy had taken since independence. The
resulting papers are presented in this book, grouped into five
major areas: historical background; social factors influencing
U.S. land policy; past, present and future demands for lands in
the U.S.; control of land resources; and implications for future
land policy.

This book begins with a summary of the Homestead Act, its
antecedents, the arguments of its supporters and detractors, and
its intent versus implementation. The Act offered a quarter
section (160 acres) of public land in the West to citizens and
intended citizens for a $14 filing fee and an agreement to live
on the land for five years. The program ended in 1935.

Advocates claimed that frontier lad had no value to the
government until it was developed and began generating tax
revenue. Opponents feared the Act would lower land valued in the
East and pushed for government sale of the land. In practice,
states, territories, railroads and investors were able to set
aside more land than was eventually handed over to the
homesteaders.

One paper deals with land policy before 1862. From the start,
the U.S. required that "all grants of land by the federal
government should embody a description of the land not merely in
quality, but in place as defined by relation to an actual
survey." This policy avoided countless boundary disputes so
vexing to other countries.

Perhaps most interesting are the social history chapters:
Czechoslovakians pushing wheelbarrows across Nebraska,
"Daughters and Sons of the Revolution.(living) next
to.Mennonites," and "an illiterate.neighborly with a Greek and a
Hebrew scholar from a colony of Russian Jews." Mail-order
brides, "defectors from civilization," the importance of the
Mason jar, the Jeffersonian dream of a nation of agrarian
freeholders, and Santayana's observation that the typical
American skitters between visionary idealism and crass
materialism, all make for fascinating reading.

The land-use policy problems discussed certainly haven't been
solved today. And, although land use conflicts in the U.S.
haven't always been resolved equitably, "the big step forward
taken by the United States during the last one hundred and fifty
years in the age-long struggle of man towards the ideals of
mutuality and equity has been the working out of a system
wherein the sovereign superior who prescribes the working-rules
for land use and decision making have become, himself, a
collective of the citizenry."

A chapter is devoted to the arguments between the family farm ad
the "sentiment against concentration of wealth in the hands of a
few." The discussion of the Land Grant college system and its
contribution to international development closes with a quote
from Chester Bowles:

"Can we, now the richest people on earth, become creative
participants in the unprecedented revolutionary changes of our
era, changes that the most privileged people will oppose tooth
and nail, but which for the bulk of mankind offer the hopeful
prospect of a little more food, a little more opportunity, a
doctor for their sick child, and sense of personal dignity?"



                            *********

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
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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
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Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
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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
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