TCR_Public/131202.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 2, 2013, Vol. 17, No. 234

                            Headlines

56 WALKER: Cancels Auction; Project 56 to Buy Assets for $18-Mil.
ABERDEEN LAND: BBX Capital Opposes Dismissal/Stay Relief Motions
ALLENS INC: Court Approves Hiring of Epiq as Noticing Agent
ALLIED IRISH: Issues EUR500 Million Senior Unsecured Debt
ALLIED SYSTEMS: Black Diamond et al. Defend Huron's Fees

ALLY FINANCIAL: Completes Offering of $1.3 Billion Common Shares
ALLY FINANCIAL: 7.30% PINES Deregistered From NYSE
AMERICAN AIRLINES: Bankruptcy Court Okays Deal With DoJ
AMERICAN AIRLINES: Proposes Dec. 9 as Plan Effective Date
AMERICAN AIRLINES: Has Agreement With Rothschild, Paul Hastings

AMERICAN AMEX: Sable Palm Does Not Oppose Plan Confirmation
ANTIOCH COMPANY: Has Green Light to Sell Real Property to Sangamon
ANTIOCH COMPANY: Confirms Second Amended Joint Reorganization Plan
APPVION INC: Issues $250 Million Senior Secured Notes
APOLLO MEDICAL: Signs New Consulting Pact with Augusta

ARCH COAL: Bank Debt Trades at 2% Off
ARKANOVA ENERGY: Aton Hikes Note Outstanding Amount by $1.7MM
ARKANOVA ENERGY: Amends Report on Option Grants
ASPEN GROUP: Michael Mathews Held 8.5% Equity Stake at Nov. 22
ASSURED PHARMACY: Shareholders OK 200% Hike of Authorized Shares

ATLANTIC COAST: Amends Prospectus for $42-Mil. Shares Offering
AUTO ORANGE: Section 341(a) Meeting Scheduled for Jan. 2
AXION INTERNATIONAL: Acquires Operations of Y City for $3.5MM
BERRY PLASTICS: Reports $26 Million Net Income in Fourth Quarter
BEULAH ROAD LAND: Dec. 18 Hearing on Sale of Real Property

BIOFUEL ENERGY: Inks Release Agreement with Bank of Omaha
BION ENVIRONMENTAL: Anthony Orphanos Held 9.5% Stake at Nov. 21
BLUEJAY PROPERTIES: Court Rescinds Appointment of Special Trustee
BON-TON STORES: Incurs $931,000 Net Loss in Third Quarter
BROADWAY FINANCIAL: Stockholders OK Increase of Authorized Shares

BROWNIE'S MARINE: Unit Settles with BBT for $85,000
BROWNSVILLE MD VENTURES: Plan Contemplates Sale by End of 2014
BROWNSVILLE MD VENTURES: Can Use Cash Collateral Until Dec. 18
BROWNSVILLE MD: Hires Rentfro Law as Counsel on Business Matters
BUILDERS GROUP: Balks at Secured Creditor's Ch.7 Conversion Bid

BUILDERS GROUP: Court Won't Reconsider Order on Exclusivity Period
BUILDERS GROUP: Wants Expenses Surcharged Against Mall Rents
CAESARS ENTERTAINMENT: Bank Debt Trades at 5% Off
CAMCO FINANCIAL: Steven Gerbel Held 5.2% Equity Stake at Nov. 14
CANCER GENETICS: Mayo Clinic Joint Venture Projects Revealed

CD HALL: Chapter 11 Case Summary & 6 Unsecured Creditors
CENGAGE LEARNING: Panel Has OK for Ed Stanford as Industry Expert
CENGAGE LEARNING: Panel Can Retain CRA Int'l as Copyright Expert
CHINA TELETECH: Incurs $896,000 Net Loss in Third Quarter
COMPETITIVE TECHNOLOGIES: Incurs $602,000 Net Loss in 3rd Quarter

CYCLONE POWER: Releases Progress Letter to Shareholders
DC DEVELOPMENT: Files Proposed Plan of Liquidation
DESIGNLINE CORP: Court Approves Sale of Assets to Wonderland
DESIGNLINE CORP: Committee Gets Chapter 11 Trustee
DOGWOOD PROPERTIES: Has Final OK to Use Sycamore's Cash Collateral

DOGWOOD PROPERTIES: Agreement on Revenue's Plan Objection Okayed
DUMA ENERGY: Unanimous Changed to Majority Vote in Bylaws
DYNAVOX INC: Incurs $9.5 Million Net Loss in Fiscal 2013
DUNLAP OIL: Dec. 11 Hearing on Bid to Terminate Cash Access
EAGLE BULK: Posts $37.6-Mil. Net Loss for Sept. 30 Quarter

EDENOR SA: Board Approves Merger with Emdersa Holding
EDISON MISSION: Hires KPMG LLP as Tax Consultant
ELBIT IMAGING: Dutch Unit Submits Restructuring Plan
ELCOM HOTEL: Deal Pegs Residential Association's Claim at $5MM
EXCEL MARITIME: Cash Collateral Use Extended Until February 2014

EXCEL MARITIME: Plan Solicitation Period Extended Until Feb. 17
FINJAN HOLDINGS: Invests in Israel-Based Venture Capital Fund
FIRST NATIONAL: Touts 'Meaningful Progress' to Shareholders
FISKER AUTOMOTIVE: To Limit Trading to Preserve NOLs
FISKER AUTOMOTIVE: Has Rust Omni as Claims Agent & Admin. Advisor

FLORIDA GAMING: Incurs $3.1-Mil. Net Loss in Third Quarter
FNBH BANCORP: Expects to Close Private Placement by December
FREESEAS INC: Nauta, Not Panagiotopoulos, Elected to Board
FUSION TELECOMMUNICATIONS: Amends BroadvoxGo! Asset Purchase Pact
GARY PHILLIPS: Wins Confirmation of Reorganization Plan

GENIUS BRANDS: Acquires Business Operations of A Squared
GETTY IMAGES: Bank Debt Trades at 7% Off
GLASS EARTH: Enters Into Deferred Payment Compromise with Lenders
GLW EQUIPMENT: Has Final Approval to Use Cash Collateral
GSE HOLDING: Incurs $35.82-Mil. Net Loss for Third Quarter

GULFCO HOLDING: Files for Chapter 11 in Delaware
GULFCO HOLDING: Case Summary & 2 Unsecured Creditors
HARRISBURG 2 PROSPECT: Case Summary & 25 Top Unsecured Creditors
HERCULES OFFSHORE: Files Fleet Status Report as of Nov. 21
HRK HOLDINGS: Plan Filing Deadline Extended to Dec. 27

IDB HOLDING: Obtains NIS65MM Loan Under Reorganization Plan
IZEA INC: CEO Buys 12,000 Common Shares
JC PENNEY: Bank Debt Trades at 2% Off
KIDSPEACE CORP: U.S. Trustee Asks Court to Dismiss Cases
LATTICE INC: Acquires Assets of Innovisit

LDK SOLAR: Signs RMB1.56 Billion Financing Agreement
LDK SOLAR: Extends Forbearance with Noteholders Until Dec. 10
LIBERACE FOUNDATION: To Seek Plan Approval on Jan. 8
LOCATION BASED TECHNOLOGIES: Incurs $11MM Net Loss in Fiscal 2013
M*MODAL INC: Bank Debt Trades at 15% Off

MAGYAR TELECOM: High Court Sanctions Scheme of Arrangement
MEDIA GENERAL: GAMCO Asset Held 6.2% Equity Stake at Nov. 12
MEDIA GENERAL: Standard General Held 31.5% Stake at Nov. 12
MERCATOR MINERALS: Lenders Extend Forbearance to Dec. 6
MICHAELS STORES: Net Sales Increased 10.3% in Third Quarter

MICHAELS STORES: Amends Fiscal 2012 Annual Report
MISSION NEW ENERGY: Enters Into MoU with Benefuel
MOUNTAIN CHINA: Bank Loan Default Casts Going Concern Doubt
MUD KING: Can Employ BKD and Gregory E. Usry as Tax Accountant
MUSCLEPHARM CORP: Board OKs $112,500 Cash Bonuses to Directors

NATIONAL HOLDINGS: Richard Abbe Stake at 8.2% as of Nov. 21
NATIONAL HOLDINGS: Bryant Riley Ownership at 4.2% as of Nov. 25
NEONODE INC: To Issue 2 Million Shares Under Incentive Plan
NESBITT PORTLAND: Wins Approval of $166-Mil. Sale of Hotels
NEPHROS INC: Appoints Daron Evans to Board of Director

NGPL PIPECO: Bank Debt Trades at 7% Off
NORTHLAND POWER: S&P Raises Global Scale Rating to 'BB+'
OCEANSIDE MILE: Files Schedules of Assets and Liabilities
ORAGENICS INC: Completes Offering of $9.8 Million Common Shares
ORAGENICS INC: Randal Kirk Held 26.2% Equity Stake at Nov. 20

ORCKIT COMMUNICATIONS: Incurs $138,000 Net Loss in 3rd Quarter
OVERSEAS SHIPHOLDING: Enters Into Claims Agreements with DHT
PATIENT SAFETY: Closes $5 Million Term Loan Financing
PENN MONACA STEEL: Dec. 17 Hearing on Bid to Sell Property
PHYSIOTHERAPY HOLDINGS: Taps Alvarez & Marsal to Provide CRO

PHYSIOTHERAPY HOLDINGS: Taps Kurtzman Carson as Admin Agent
PHYSIOTHERAPY HOLDINGS: Hires Rothschild Inc as Investment Banker
PORTER BANCORP: John Taylor Named CEO and PBI Bank Chairman
POSITIVEID CORP: Holds 3% Equity Stake of VeriTeQ
PRM FAMILY: Taps Ryan LLC as Limited Tax Professionals

RADIOSHACK CORP: Julian Day Lowers Equity Stake to 1.3%
RGR WATKINS: Court Approves Stitcher Riedel as Counsel
RGR WATKINS: Dec. 19 Hearing on Use of Cash Collateral
ROSEVILLE SENIOR LIVING: UST Balks at Duane Morris Employment
SAND TECHNOLOGY: Cancels Registration of Class A Shares

SARKIS INVESTMENTS: Hires Hahn Fife as Accountants
SEARS HOLDINGS: Incurs $534 Million Net Loss in Third Quarter
SECUREALERT INC: To Provide GPS Devices to Gendarmeria de Chile
SHELBOURNE NORTH WATER: Taps FrankGecker LLP as Counsel
SPECIALTY PRODUCTS: PI Claimants Hire Lincoln as Investment Banker

SPENDSMART PAYMENTS: Updates Shareholders on Recent Developments
STANS ENERGY: No Q3 Financials for Now Amid Impairment Charges
STEREOTAXIS INC: NASDAQ Cancels Rights Registration
STREAMTRACK INC: Inks $150,000 Sale Agreement with Dane Media
STRATUS MEDIA: Closes Mergers with Canterbury and Hygeia

TC GLOBAL: Suspending Filing of Reports with SEC
THOMPSON CREEK: Awards Options for 700,000 Shares to CEO
TOYS R US: Bank Debt Trades at 7% Off
TRANSAKT LTD: Posts $796K Net Loss for Third Quarter
TRIGEANT LTD: Refinery Owner Files for Chapter 11 in Florida

TRIGEANT LTD: Case Summary & 8 Largest Unsecured Creditors
TRIGEANT LTD: Proposes Berger Singerman as Counsel
TRINITY COAL: Files Copy Eighth Amendment to DIP Credit Agreement
TRINITY COAL: Can Employ Rose Law Office as Special Counsel
TRINITY COAL: Wants DHG's Employment Expanded to Include Essar

TXU CORP: 2014 Bank Debt Trades at 28% Off
TXU CORP: 2017 Bank Debt Trades at 31% Off
UNI-PIXEL INC: SEC Probing Deals on InTouch Sensors
URANIUM ONE: Fitch Assigns 'BB-' LT Issuer Default Rating
URANIUM ONE: S&P Lowers Corp. Credit Rating to 'B+'

US INVESTIGATIONS: Bank Debt Trades at 2% Off
USEC INC: Government to Fund Add'l $15.7MM for Centrifuge Project
USELL.COM INC: Reports $826K Net Loss in Sept. 30 Quarter
VELTI INC: Hires Jefferies LLC as Investment Banker
VELTI INC: Taps Sitrick and Company as Communications Consultants

VISUALANT INC: Partners with IV to Develop ChromaID Applications
W.R. GRACE: Asks Court to Disallow 21 Employee Claims
W.R. GRACE: FCR Taps Towers Watson as Consultant
W.R. GRACE: Lincoln, FCR Advisor, Also Involved in Bondex Case
W.R. GRACE: Files Q3 Report on Settlements, Asset Sales

WALTER ENERGY: Bank Debt Trades at 2% Off
WJO INC: Chapter 11 Trustee Taps Aumiller Lomax as Special Counsel
WSP HOLDINGS: Bad Debt Expenses of $16.8MM on Chaoyang Waiver
XTREME IRON: Trustee Wins Approval of Liquidation Plan
YRC WORLDWIDE: Solus Alternative Stake at 5.3% as of Nov. 29

ZALE CORP: Incurs $27.3 Million Net Loss in Q1 2014
ZOGENIX INC: Visium Balanced Held 6.4% Equity Stake at Nov. 20

* BOND PRICING -- For Week From Nov. 11 to 15, 2013


                            *********


56 WALKER: Cancels Auction; Project 56 to Buy Assets for $18-Mil.
-----------------------------------------------------------------
56 Walker LLC notified the U.S. Bankruptcy  Court for the Southern
District of New York that Project 56 Walker LLC offered to
purchase the Debtor's property for $18,000,000, all cash and non-
contingent.

The Debtor elected to cancel the public auction scheduled for
Nov. 26, 2013, because it has not received any other qualified
competing bids by the Nov. 22 bid deadline.

As reported in the Troubled Company Reporter on Oct. 31, 2013,
Bankruptcy Judge Allan L. Gropper approved bidding procedures to
govern the sale of substantially all of 56 Walker LLC's real and
personal property.  The Court also approved the asset purchase
agreement dated Sept. 13, 2013, between the Debtor and Project 56
Walker, LLC.

                        About 56 Walker LLC

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

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

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


ABERDEEN LAND: BBX Capital Opposes Dismissal/Stay Relief Motions
----------------------------------------------------------------
BBX Capital Asset Management, LLC, opposes Aberdeen Community
Development District and indenture trustee U.S. Bank, N.A.'s
(I) Joint Motion to Dismiss Bankruptcy Case, filed Sept. 24, 2013,
and (II) Joint Motion for Relief from the Automatic Stay, filed
Sept. 25, 2013.

BBX, which is unaffiliated with the Debtor, asserts that the
Debtor should be afforded an opportunity to pursue confirmation of
its Plan.  Thus, according to BBX, the Joint Motions should be
denied.

BBX says it supports the Debtor's efforts to reorganize and pursue
confirmation of its proposed plan, and for that reason, it entered
into its Plan Support Agreement with the Debtor.  "It appears the
Debtor has acted expediently to move towards confirmation of its
Plan as soon as reasonably practicable for the benefit of all
interested parties.  Providing the Debtor an opportunity to seek
confirmation in two months should not prejudice the Movants.

"BBX's proof of claim (POC #6) notes that the Debtor was indebted
to BBX as of the Petition Date in the amount of $16,857,764.90
pursuant to Note B and Note C.  While Note B has since been paid,
resulting in Note C being forgiven, BBX retains a right to share
in a portion of Lot sale proceeds going forward.  As such, BBX
agreed, in accordance with the Plan Support Agreement to accept
certain amounts in resolution of the Debtor's remaining
obligations to BBX -- i.e. between $2.6MM and $4.16MM, depending
on when the Debtor paid the release price."

A copy of BBX'S Response and Opposition to the Joint Motions is
available at http://bankrupt.com/misc/aberdeenland.doc92.pdf

                     About Aberdeen Land II

Aberdeen Land II, LLC, doing business as Aberdeen, owns
a 1,316-acre master- planned community near Jacksonville, Florida.
The project is designed for 1,623 single-family homes and 395
multi-family units.  More than 1,000 units have been sold, leaving
Aberdeen with 856 undeveloped lots and 28.1 acres zoned for
commercial or residential use.

Aberdeen filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
13-04103) on July 1, 2013, in Jacksonville, Florida.  The Debtor
has tapped Genovese Joblove & Battista, P.A., as counsel, Kapila &
Company as accountant, Kellerhals Ferguson Fletcher Kroblin, PLLC,
as special counsel, and Fishkind & Associates as expert
consultants.

Aberdeen owes $24 million in bonds that financed the project and
more than $20 million to secured lenders with mortgages on the
property.

In its amended schedules, the Debtor disclosed $41,165,861 in
assets and $31,189,704 in liabilities as of the petition date.


ALLENS INC: Court Approves Hiring of Epiq as Noticing Agent
-----------------------------------------------------------
The Hon. Ben Barry of the U.S. Bankruptcy Court for the Western
District of Arkansas issued a final order authorizing Allens, Inc.
and All Veg, LLC to employ Epiq Bankruptcy Solutions, LLC as
noticing and claims agent.

Epiq will serve as the custodian of court records and will be
designated as the authorized repository for all proofs of claim
filed in these cases, and is authorized and directed to maintain
official claims registers for each of the Debtors and to provide
the Clerk with a certified duplicate thereof upon the request of
the Clerk.

                      About Allens Inc.

Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy on
Oct. 28, 2013, seeking to sell some divisions or reorganize as a
new company (Case No. 13-bk-73597, Bankr. W.D. Ark.).

The Debtors' proposed counsel are Stan D. Smith, Esq., Lance R.
Miller, Esq., and Chris A. McNulty, Esq., at MITCHELL, WILLIAMS,
SELIG, GATES & WOODYARD, P.L.L.C., in Little Rock, Arkansas; and
Nancy A. Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L.
Hinker, Esq., at GREENBERG TRAURIG, LLP, in New York.


ALLIED IRISH: Issues EUR500 Million Senior Unsecured Debt
---------------------------------------------------------
Allied Irish Banks, p.l.c., successfully completed the issue of a
EUR500m fixed rate senior unsecured debt issue with a maturity of
three years and coupon of 2.875 percent.  This is the first fully
unsecured, unguaranteed debt transaction by the bank since 2009
and represents a significant forward step in the re-entry of the
bank into international wholesale markets.

The transaction was arranged by Deutsche Bank, Goldman Sachs,
Nomura, JP Morgan and Morgan Stanley and attracted EUR3.6bn of
total demand from a diverse range of international investors.

Final pricing was at +235bps over mid swaps with a final order
book at these pricing levels of EUR3.19bn, in excess of six times
over-subscribed.

The deal attracted a very high quality mix of over 260 investors
from 25 countries including the UK, Germany, the Nordics, France &
Italy.  A total of 99 percent of the final allocations were made
to international investors.

Commenting on the transaction, AIB Chief Executive Officer David
Duffy said, "Today's transaction marks another important milestone
in our efforts to re-engage with the funding markets in a balanced
and measured way.  Our full re-entry into the senior unsecured
market on an unguaranteed basis after a number of year's absence
is a further indicator of AIB's progress."

AIB has c.521 billion ordinary shares, 99.8 percent of which are
held by the National Pensions Reserve Fund Commission (NPRFC),
mainly following the issue of 500 billion ordinary shares to the
NPRFC at EUR0.01 per share in July 2011.

                     About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.

Allied Irish's balance sheet at June 30, 2012, showed EUR129.85
billion in total assets, EUR116.59 billion in total liabilities
and EUR13.26 billion in total shareholders' equity.


ALLIED SYSTEMS: Black Diamond et al. Defend Huron's Fees
--------------------------------------------------------
The replacement DIP agents -- Black Diamond Commercial Finance,
L.L.C. and Spectrum Commercial Finance, LLC, as administrative
agent and collateral agent, respectively under Allied Systems
Holdings, Inc., et al.'s replacement DIP Facility -- responded to
the objection of Yucaipa American Alliance Fund II, L.P., et al.,
to the costs submitted pursuant to the replacement DIP order.

The Replacement DIP agents said Yucaipa, as part of its continued
scorched earth litigation strategy, has objected to the
reimbursement of an unspecified portion of the fees incurred by
Huron Consulting Group, in its capacity as financial advisor to
the replacement DIP agents.  The central thrust of its objection
was that Huron's fees were not rendered for the benefit of the
replacement DIP agents, but were instead provided to Black Diamond
and Spectrum in their capacity as Prepetition Agents under the
First Lien Credit Agreement to assist them in formulating a credit
bid.

The Replacement DIP Agents assert that Yucaipa is wrong.  Huron
has separately invoiced its fees and expenses for each engagement
and the fees at issue were for services provided by Huron in
connection with the provision of services requested by and
rendered to the replacement DIP agent.

As reported in the Troubled Company Reporter, Law360 reported that
an attorney for Ron Burkle's private equity firm The Yucaipa Cos.
LLC on Nov. 26 urged a New York state appeals court to restore a
credit agreement at issue in car hauler Allied Systems Holdings
Inc.'s bankruptcy, after a lower court threw out the deal.
According to the report, Yucaipa's attorney David E. Ross of
Kasowitz Benson Torres & Friedman LLP argued during a hearing in
Manhattan that Judge Charles E. Ramos had gone too far when he
threw out all the changes to a credit agreement.

                       About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. first filed for chapter 11 protection (Bankr.
N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005.
Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the
Debtors in the 2005 case.  Allied won confirmation of a
reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

Yucaipa Cos. has 55 percent of the senior debt and took the
position it had the right to control actions the indenture trustee
would take on behalf of debt holders.  The state court ruled in
March 2013 that the loan documents didn't allow Yucaipa to vote.

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


ALLY FINANCIAL: Completes Offering of $1.3 Billion Common Shares
----------------------------------------------------------------
Ally Financial Inc. completed its previously announced private
placement of an aggregate of 216,667 shares of its common stock
for an aggregate price of approximately $1.3 billion and its
previously announced repurchase of all outstanding shares of its
Fixed Rate Cumulative Mandatorily Convertible Preferred Stock,
Series F-2, held by the United States Department of the Treasury,
including payment for the elimination or relinquishment of any
right to receive additional shares of common stock to be issued
pursuant to Section 6(a)(i)(B) of the certificate of designations
of the Series F-2 Preferred Stock.  Ally paid to the U.S. Treasury
a total of approximately $5.93 billion for the repurchase of the
Series F-2 Preferred Stock and the elimination of the Share
Adjustment Right.

In preparation for the completion of the private placement, Ally
amended its amended and restated certificate of incorporation and
bylaws on Nov. 19, 2013, to increase its authorized number of
shares of common stock from 2,021,384 shares to 2,238,051 shares.
Immediately following the completion of the private placement,
Ally amended and restated its Charter and Bylaws to decrease its
authorized number of shares of common stock from 2,238,051 shares
to 1,547,779 shares, which de-authorized shares of common stock
that were previously reserved for potential issuance pursuant to
the Share Adjustment Right.

                        About Ally Financial

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

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

Ally Financial Inc. reported net income of $1.19 billion for the
year ended Dec. 31, 2012, as compared with a net loss of $157
million during the prior year.


ALLY FINANCIAL: 7.30% PINES Deregistered From NYSE
--------------------------------------------------
The New York Stock Exchange LLC filed a Form 25 with the U.S.
Securities and Exchange Commission to remove from listing or
registration 7.30 Percent Public Income Notes (PINES) due March 9,
2031, of GMAC LLC.

                         About Ally Financial

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

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

Ally Financial Inc. reported net income of $1.19 billion for the
year ended Dec. 31, 2012, as compared with a net loss of $157
million during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed
$150.55 billion in total assets, $131.49 billion in total
liabilities and $19.06 billion in total equity.


AMERICAN AIRLINES: Bankruptcy Court Okays Deal With DoJ
-------------------------------------------------------
Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York on Nov. 27 approved a deal, under which
the U.S. Department of Justice agreed to drop its antitrust
lawsuit over the merger between AMR Corp. and US Airways Group
Inc., if the airlines give up slots at Reagan National Airport in
Washington, D.C., and at New York's LaGuardia airports.

In a 35-page decision, Judge Lane said rejection of the
settlement "will unquestionably result in complex, protracted and
costly litigation."

The bankruptcy judge also said that AMR doesn't need to ask
creditors and stockholders to vote again to confirm its
restructuring plan since the settlement won't change the
treatment of their claims or equity interests.

Judge Lane also gave AMR and US Airways the green light to
consummate the merger without delay despite the pendency of an
antitrust lawsuit filed by a group of travel agents and business
passengers to block the merger.

The group, represented by San Francisco-based lawyers Joseph
Alioto and David Cook, used a provision of U.S. antitrust law
that allows private individuals to sue companies over claims
they'll face "irreparable harm" from merger.

In his written ruling, Judge Lane said the group failed to offer
any evidence of "irreparable harm" if the deal pushed through.

"The court has no evidence whatsoever regarding who the
plaintiffs are, what the nature of their interest in the airline
industry is, or how they will be individually harmed by the
proposed merger," said the bankruptcy judge who also rejected the
temporary restraining order sought by the group to stall the
merger.

The group could appeal Judge Lane's ruling, which could add some
uncertainty to the timetable for closing the deal, though any
appeal would likely be expedited, Reuters reported.

AMR intends to complete the merger on Dec. 9.  The last day of
trading of all outstanding securities of AMR and the common stock
of US Airways will be Dec. 6.

Stephen Karotkin, an AMR lawyer, said the company is pleased with
the judge's ruling.  He told Judge Lane that AMR's total value
for its stakeholders under the plan is about $13.1 billion based
on current trading, representing an increase of $2.7 billion
since Aug. 7 when a valuation was last completed, according to a
report by Bloomberg News.

The Washington judge in the Justice Department's antitrust case
must also approve the terms of the settlement after a public
comment period that runs through Feb. 7, the report said.  The
Government will publish the comments, so the judge in Washington
can't formally approve the antitrust settlement around March 10.

The merger is the linchpin of AMR's bid to emerge from bankruptcy
after two years and repay creditors.  Judge Lane approved the
company's restructuring plan in September while barring it from
taking effect until the merger won regulatory clearance.

The Justice Department filed its antitrust lawsuit in August to
block the merger, arguing the combination would leave four
airlines controlling more than 80% of U.S. air traffic and drive
up prices.  The agency also argued that AMR can emerge from
bankruptcy and compete on its own without the merger.

AMR and US Airways defended the merger, arguing that it would
benefit passengers by giving them more choices and would generate
more than $500 million a year in benefits.

The merger agreement gives 28% of the stock of the combined
company to US Airways shareholders, with the remaining 72% going
to AMR creditors, unions, certain employees and shareholders.

The antitrust settlement was supported by the Allied Pilots
Association, the Association of Professional Flight Attendants,
the Transport Workers Union of America, AFL-CIO and an Ad Hoc
Committee of AMR Corporation Creditors.  The Official Committee
of Unsecured Creditors also supported the Debtors' settlement.

The federal antitrust lawsuit filed on Aug. 13, 2013, is U.S. v.
US Airways Group Inc., Case No. 13-cv-01236, before Judge Colleen
Kollar-Kotelly of the U.S. District Court for the District of
Columbia.

              Clayton Plaintiffs' TRO Request Denied

The sole objection to the antitrust settlement was filed by the
several individuals who brought an adversary proceeding under the
private civil antitrust suit provision in Section 16 of the
Clayton Act (the "Clayton Plaintiffs").  The Clayton Plaintiffs
describe themselves as individuals who "are and will be direct
purchasers of airline tickets from defendants."  The Clayton
Plaintiffs filed a motion for a temporary restraining order
seeking to block the merger.

The complaint filed in the Clayton Adversary alleges that the
merger "may substantially lessen competition or tend to create a
monopoly in any section of the country," thereby violating
Section 7 of the Clayton Act.  In their complaint, the Clayton
Plaintiffs seek to enjoin the merger or to require divestiture.
The Clayton Plaintiffs also seek costs, including attorney's fees
under Section 16 of the Clayton Act.

Judge Lane denied the TRO request, holding that as a threshold
matter, the Clayton Plaintiffs have failed to demonstrate
irreparable harm to them as individuals.  Judge Lane pointed out
that in the place of the requisite evidence, the TRO Motion
contains a number of sweeping and conclusory allegations about
the harm to the individual plaintiffs.  Even assuming that those
statements had evidentiary support -- and they do not -- they
would be insufficient to satisfy the irreparable harm element for
purposes of the TRO Motion, Judge Lane ruled.

Judge Lane further ruled that the Plaintiffs also fail to
establish irreparable harm justifying the blocking of the merger
for another independent reason: they have the alternative remedy
of divestiture available if they prevail on the merits of their
lawsuit.  The Defendants explicitly concede the availability of
the divestiture remedy, Judge Lane said.  The Plaintiffs have not
alleged, much less established, that divestiture is unavailable
or somehow inadequate if they prevailed on the merits of their
lawsuit, Judge Lane held.

The Court also noted that the Plaintiffs' claim of irreparable
harm is undercut by their delay in seeking injunctive relief and
by their general delay in bringing these issues to the Court.
Judge Lane pointed out that the Clayton Adversary was filed in
early August, merely a few days before the start of the hearing
on confirmation, but that was months after this merger was
approved by the Court without any objection. And when the
Plaintiffs finally decided to act regarding the merger, they
failed to seek injunctive relief by motion at the same time they
filed the Complaint, Judge Lane further noted.

A full-text copy of Judge Lane's memorandum decision is available
for free at http://bankrupt.com/misc/AMR113201127.pdf

Appearances during the Nov. 27 hearing were made by the
following:

   * Stephen Karotkin, Esq., Alfredo R. Perez, Esq., and Stephen
     A. Youngman, Esq., at WEIL, GOTSHAL & MANGES LLP, in New
     York, Counsel for Defendants and Debtors AMR Corporation and
     American Airlines, Inc.

   * Jay M. Goffman, Esq., James A. Keyte, Esq., and Kenneth B.
     Schwartz, Esq., at SKADDEN ARPS SLATE MEAGHER & FLOM LLP, in
     New York; and John Wm. Butler, Jr., Esq., and Albert L.
     Hogan III, Esq., at SKADDEN ARPS SLATE MEAGHER & FLOM LLP,
     in Chicago, Illinois, Counsel for Intervenor the Official
     Committee of Unsecured Creditors

   * Daniel M. Wall, Esq., Alfred C. Pfeiffer, Jr., Esq., and
     Sadik Huseny, Esq., at LATHAM & WATKINS LLP, in San
     Francisco, California, Counsel for Defendants US Airways
     Group, Inc., and US Airways, Inc.

   * Joseph M. Alioto, Esq., at ALIOTO LAW FIRM, in San
     Francisco, California, Counsel for Clayton Plaintiffs

   * David J. Cook, Esq., at COOK COLLECTION ATTORNEYS, in San
     Francisco, California, Counsel for Clayton Plaintiffs

   * Gil D. Messina, Esq., at MESSINA LAW FIRM, P.C., in Holmdel,
     New Jersey, Counsel for Clayton Plaintiffs

   * Derek G. Howard, Esq., at MINAMI TAMAKI LLP, in San
     Francisco, California, Counsel for Clayton Plaintiffs

   * Filiberto Agusti, Esq., and Joshua Robert Taylor, Esq., at
     STEPTOE & JOHNSON LLP, in Washington, D.C., Counsel for the
     Allied Pilots Association

   * Edgar N. James, Esq., Kathy L. Krieger, Esq., and David P.
     Dean, Esq., at JAMES & HOFFMAN, P.C., in Washington, D.C.,
     Counsel for the Allied Pilots Association

   * Robert S. Clayman, Esq., and N. Skelly Harper, Esq., at
     GUERRIERI, CLAYMAN, BARTOS & PARCELLI, P.C., in Washington,
     D.C., Counsel for the Association of Professional Flight
     Attendants

   * David Rosen, Esq., at TRANSPORT WORKERS UNION OF AMERICA, in
     Washington, D.C., General Counsel

   * Richard S. Edelman, Esq., at O'DONNELL, SCHWARTZ & ANDERSON,
     P.C., in Washington, D.C., Counsel for the Transport Workers
     Union of America, AFL-CIO

   * Sharon L. Levine, Esq., and Jeffrey Blumenfeld, Esq., at
     LOWENSTEIN SANDLER PC, in Roseland, New Jersey, Counsel for
     the Transport Workers Union of America, AFL-CIO

   * Gerard Uzzi, Esq., and Erik K. Stodola, Esq., at MILBANK,
     TWEED, HADLEY & McCLOY LLP, in New York, Counsel for the Ad
     Hoc Committee of AMR Corporation Creditors

                      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: Proposes Dec. 9 as Plan Effective Date
---------------------------------------------------------
AMR Corp. said in a court filing that the proposed effective date
of the Chapter 11 reorganization of the company and its
affiliated debtors will be Dec. 9, 2013.

The company made the announcement in accordance with section
9.2(j) of the restructuring plan, which requires the company to
file with the U.S. Bankruptcy Court in Manhattan a notice setting
forth the proposed effective date as a condition precedent to the
effective date of the plan.

The restructuring plan, which was confirmed by the bankruptcy
court in September 12, 2013, is hinged on the merger between the
company and US Airways Group Inc. that would form the world's
largest airline.  Under the merger agreement, equity in the
combined airline will be split, with 28% to US Airways'
shareholders and 72% to AMR's creditors, unions, certain
employees and shareholders.

                      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: Has Agreement With Rothschild, Paul Hastings
---------------------------------------------------------------
AMR Corp. signed an agreement with Rothschild Inc. and Paul
Hastings LLP, which authorizes the firms to perform tasks related
to the antitrust lawsuits that were filed to block the company's
merger with US Airways Group Inc.

Under the deal, Paul Hastings is authorized to serve as AMR's
special litigation counsel in connection with the antitrust
lawsuits.  The firm is also authorized to serve as Rothschild's
legal counsel on all matters related to the subpoena served on
Sept. 5 by the Justice Department, which requires Rothschild to
turn over documents.

Under the deal, Rothschild will be entitled to indemnification by
AMR.  Meanwhile, the agreement authorizes Paul Hasting to seek
compensation for services rendered and expenses incurred as
Rothschild's legal counsel.  The agreement can be accessed for
free at http://is.gd/R64X18

Weil Gotshal & Mangers LLP will present the agreement to Judge
Sean Lane for signature on December 3.  Objections are due by
December 2.

                      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 AMEX: Sable Palm Does Not Oppose Plan Confirmation
-----------------------------------------------------------
Sable Palm Development does not oppose the confirmation of
American Amex, Inc.'s Second Amended Plan of Reorganization dated
Oct. 11, 2013, provided that that the confirmation order include
language incorporating the substantive terms of the Stipulation,
Dkt. No. 16 in Sable Palm Development v. American Amex Inc., et
al. adv. Case #13-03233, Bank. D. Or. (the "Adversary
Proceeding").

In the Stipulation, Sable Palm Development and the Debtor agreed
to: (1) the amount and allowance of Sable Palm's claim in the
Bankruptcy case; (2) include language in the Plan's confirmation
order that, should the sale contemplated in the Plan not close,
secured creditors will be allowed to credit bid their debt in
connection with the alternative dispositions of assets identified
in the Plan; and (3) include language in the Plan's confirmation
order that preserves Sable Palm Development's right to pursue
claims raised in the Adversary Proceeding, in a forum other than
that adversary proceeding.

As reported in the TCR on Oct. 24, 2013, the U.S. Bankruptcy Court
for the District of Oregon approved the Second Amended Disclosure
Statement describing the Debtor's Plan dated Oct. 11, 2013.

Under the Plan, all creditors are receiving full payment.

According to the Disclosure Statement, Debtor allegedly had an
agreement with Erwin Singh Braich, Trustee of the Peregrine Trust,
whereby Braich would purchase the entire mine property.

Payments and distributions under the Plan will be funded by the
sale of the Buffalo Mine.  The Debtor plans to submit the sale for
approval by the Bankruptcy Court.  Should Braich not close, then
the property would be sold to the highest bidder, upon terms set
forth in the Plan and in the Notice of Sale to be filed.

The Debtor believes the sale of the Buffalo Mine should fetch at
least $27 million, which is more than enough to pay all claims
scheduled and/or filed.

A copy of the Second Amended Disclosure Statement dated Oct. 11,
2013, is available at:

        http://bankrupt.com/misc/AMERICAN_AMEX_2ds-1.pdf

                         About American Amex

American Amex, Inc., filed for Chapter 11 protection petition
(Bankr. D. Ore. Case No. 12-30656) on Feb. 1, 2012.  The Law
Offices of D. Blair Clark PLLC has been tapped as counsel.
In its amended schedules, the Debtor disclosed $34,000,000 in
total assets and $10,490,026 in total liabilities.

According to the Debtor, it is the legal owner of a mine in Grant
County, Oregon, known historically as the "Buffalo Mine."


ANTIOCH COMPANY: Has Green Light to Sell Real Property to Sangamon
------------------------------------------------------------------
The Hon. Katherine A. Constantine of the Bankruptcy Court for the
District of Minnesota authorized The Antioch Company, et al., to
sell certain of their real property to Sangamon, LLC or its
assignee, pursuant to an Asset Purchase Agreement.

The Debtors also won Court permission to assume and assign the
lease between the Debtors and Antioch University and the lease
between the Debtors and E-Health Data Solutions LLC pursuant to
Section 365 of the Bankruptcy Code.

The stalking horse asset purchase agreement was twice amended,
first to extend the feasibility period for five days and then to
reduce the purchase price from $750,000 to $700,000.

As reported in the Troubled Company Reporter on Oct. 9, 2013, the
Court, in an order dated Sept. 27, approved in their entirety
(i) the stalking horse purchase agreement with Sangamon, LLC; and
the break-up fee set at 4% of the initial purchase price.

The sale will include a parcel of commercial real property,
commonly known as 888 Dayton Street in Yellow Springs, Ohio.  The
leases are also included in the sale.

In a separate order dated Sept. 30, the Court authorized the
Debtor to enter into a postpetition agreement with Panstoria,
Inc., amending the agreement to provide that the definitions of
StoryBook Software, Memory Manager Software, Artisan Program, and
Historian Program include versions 3.0 and 4.0 of the respective
software/programs.

As reported in the TCR on Sept. 16, the Debtors are selling and
assigning their rights to the use of the StoryBook Software and
Memory Manager Software to Panstoria in exchange for cash and
other consideration to the estates.

Panstoria (formerly known as Caspedia Corporation), has partnered
with the Debtors to support all of the Debtors' digital platform
offerings.  Over the years, the Debtors and Panstoria have been
parties to various licensing and software agreements for certain
digital and printing capabilities.  Panstoria is the owner of the
primary software that supports the Debtors' current digital
business.  On June 24, 2011, Panstoria and Antioch executed a
Software License Agreement (the StoryBook Agreement), whereby
Antioch obtained a non-exclusive license to reproduce and
sublicense the Artisan Program (as modified) under the title
"StoryBook Creator Plus 4.0"

The Agreement outlines economic factors (both cash and waiver of
certain claims) well as other non-economic obligations between the
parties.  Under the terms of the agreement, Antioch is agreeing to
perform these, subject to Court approval:

   a. acknowledge that the license under Section 2(d) of the
      StoryBook Agreement is terminated, Antioch no longer has any
      rights in or to the Encryption Code, and Antioch assigns any
      and all of its licensed interests that it may have in the
      Encryption Code back to Panstoria;

   b. grant Panstoria the right and license to market and sell on
      a non-exclusive basis Antioch's digital art kits for a
      period of six months from the Effective Date; and

   c. grant Panstoria permission to release Updates to the
      StoryBook Software, and Updates to the Memory Manager
      Software at any time prior to the termination of the
      Agreement, including Updates that will create a print
      service for StoryBook Users that will permit them to order
      print products from Panstoria.

                   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.  Sean D.
Malloy, Esq., at McDonald Hopkins LLC; and Clinton E. Cutler,
Esq., represent the Debtor as counsel.  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. Michael B. Fisco, Esq., at Faegre Baker
Daniels LLP represents the Committee.  Crowe Horwath LLP serves as
its financial advisor.


ANTIOCH COMPANY: Confirms Second Amended Joint Reorganization Plan
------------------------------------------------------------------
The Antioch Company, et al., and the Official Committee of
Unsecured Creditors, confirmed on Nov. 14, 2013, their Second
Amended Joint Plan of Reorganization dated Nov. 13, 2013.

The Plan provides for two alternative structures for
reorganization.  One alternative is a stand-alone reorganization.
Under that alternative, the Plan calls for (a) the substantive
reorganization of Antioch, the parent company of the other
Debtors, either through the reorganization of that entity or the
formation of a new entity and contribution of certain of the
Debtors' assets into that entity for the purpose of running the
reorganized business; (b) the distribution of cash and certain
other assets of the Debtors, including equity interests in the
Reorganized Company, to a liquidating trust for the benefit of
creditors; and (c) the dissolution of the other Debtors.

The second alternative is a sponsored version of the Plan, under
which an investor would acquire the Reorganized Company.  Under
that alternative, the cash generated from that acquisition would
be contributed to a liquidating trust for the benefit of
creditors along with the cash and other assets of the Debtors not
necessary for the business of the Reorganized Company.

A copy of the Plan is available for free at:

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

                     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: Issues $250 Million Senior Secured Notes
-----------------------------------------------------
Appvion, Inc., issued $250,000,000 aggregate principal amount of
its 9.000 percent Second Lien Senior Secured Notes due 2020.  The
Notes mature on June 1, 2020, and will accrue interest from the
issue date at a rate of 9.000 percent per year, payable in cash
semi-annually in arrears on each June 1 and December 1, beginning
on June 1, 2014.  The Notes were issued pursuant to an indenture,
dated as of Nov. 19, 2013, by and among the Company, each of the
guarantors identified therein, and U.S. Bank National Association,
as trustee and collateral agent.

The Company's obligations under the Notes are guaranteed by the
Guarantors, which include the Company's parent company,
Paperweight Development Corp., the Company's Canadian subsidiary,
Appvion Canada, Ltd., and any of the Company's other existing and
future domestic and foreign subsidiaries that become guarantors or
borrowers under the Company's $435 million senior secured credit
facilities, established pursuant to a first lien credit agreement
by and among the Company, PDC and other guarantors party thereto,
and a syndicate of banks and other financial institutions, with
Jefferies Finance LLC as administrative agent, and Fifth Third
Bank as revolver agent, swing line lender and L/C issuer.  The
Guarantees are second priority senior secured obligations of the
Guarantors.

The Notes rank equally in right of payment with all of the
Company's senior debt and will be senior in right of payment to
all existing and future Subordinated Indebtedness of the Company.
The Guarantees rank equally in right of payment with all of each
Guarantor's senior debt and will be senior in right of payment to
all existing and future Subordinated Indebtedness of that
Guarantor.

Second Lien Collateral Agreement

On Nov. 19, 2013, the Company and PDC entered into a second lien
collateral agreement in favor of the Collateral Agent.  Pursuant
to the Collateral Agreement and subject to the certain exceptions
contained therein, the Grantors have granted a continuing second-
lien security interest in substantially all of their respective
present and future assets in order to secure the prompt and
complete payment, observance and performance of, among other
things, their respective obligations under the Notes.

Second Lien Collateral Agreement (Canada)

On Nov. 19, 2013, Appvion Canada entered into a second lien
collateral agreement in favor of the Collateral Agent.  Pursuant
to the Canadian Collateral Agreement and subject to the certain
exceptions contained therein, Appvion Canada has granted a
continuing second-lien security interest in substantially all of
its present and future personal property in order to secure the
prompt and complete payment, observance and performance of, among
other things, its obligations under the Notes.

Intercreditor Agreement

On Nov. 19, 2013, in connection with Appvion's entry into the
Indenture and the issuance of the Notes, the Company, PDC and
Appvion Canada, Jefferies Finance LLC, as first lien collateral
agent, and U.S. Bank National Association, as second lien
collateral agent, entered into an Intercreditor Agreement.  The
Intercreditor Agreement establishes various inter-lender terms,
including without limitation priority of liens, permitted actions
by each party, exercise of remedies in the case of a default,
application of proceeds, releases of collateral, and certain
restrictions with respect to providing or endorsing a financing in
the event of any insolvency.

Termination of a Material Definitive Agreement

Also on Nov. 19, 2013, in connection with the closing of the
issuance and sale of the Notes, notices of redemption were sent to
(i) holders of all the $32,195,000 outstanding aggregate principal
amount of the Company's 9 3?4 percent Senior Subordinated Notes
due 2014, the terms of which were governed by the indenture dated
as of June 11, 2004, among Appvion, Inc., the guarantors named
therein and U.S. Bank National Association, as trustee, and (ii)
holders of all the $161,766,000 outstanding aggregate principal
amount of the Company's 11.25 percet Second Lien Notes due 2015,
the terms of which were governed by the indenture dated as of
Sept. 30, 2009, among the Company, the guarantors named therein
and U.S. Bank National Association, as trustee and collateral
agent.  The redemption date for both the Senior Subordinated Notes
and the Second Lien Notes will be Dec. 19, 2013.  The redemption
price for the Senior Subordinated Notes will be 100 percent of the
principal amount thereof, plus accrued and unpaid interest to, but
not including, the redemption date, equal to $1.0833 per $1,000.00
principal amount.  The redemption price for the Second Lien Notes
will be (i) 100 percent of the principal amount thereof, plus a
make-whole premium, which will be determined on December 17 (two
business days preceding the redemption date), based on a 50 basis
point spread over the yield to maturity of a reference two-year
U.S. Treasury security, and plus accrued and unpaid interest to,
but not including, the redemption date, equal to $1.25 per
$1,000.00 principal amount.  On Nov. 19, 2013, the Company
irrevocably deposited funds with U.S.

Bank National Association, as trustee under the Senior
Subordinated Notes Indenture or the Second Lien Notes Indenture,
as applicable, in an amount equal to the sum of (a) the aggregate
redemption price for the Senior Subordinated Notes and (b) the
estimated aggregate redemption price for the Second Lien Notes.

Each of the Senior Subordinated Notes Indenture and the Second
Lien Notes Indenture was satisfied and discharged, and the
collateral securing the obligations of the Company and the
guarantors thereunder was released, on Nov. 19, 2013.

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

                        http://is.gd/R2nwoM

                        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.

As reported by the TCR on Nov. 15, 2013, Moody's Investors Service
upgraded Appvion Inc.'s corporate family rating (CFR) to B1 from
B2.  The upgrade reflects expectations of lower leverage and
improved financial performance and recognizes the company's
decreased borrowing costs and improved debt maturity profile as a
result of the company's proposed financing. The rating outlook is
stable.


APOLLO MEDICAL: Signs New Consulting Pact with Augusta
------------------------------------------------------
Apollo Medical Holdings, Inc., entered into a Consulting and
Representation Agreement with Augusta Advisors, Inc., which is
effective from Oct. 1, 2013, supersedes the prior agreement with
the Consultant, and terminates on Dec. 31, 2014.  Augusta is paid
$15,000 per month.  The firm provides business and strategic
services and makes Gary Augusta available as the Company's
executive chairman of the Board.  Mr. Augusta is an existing
director of the Company and subject to a Board of Directors
Agreement with the Company dated March 7, 2012.

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

                       http://is.gd/16QRh3

                       About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern qualification on the consolidated financial
statements for the fiscal year ended Jan. 31, 2013.  The
independent auditors noted that the Company had a loss from
operations of $2,078,487 for the year ended Jan. 31, 2013, and had
an accumulated deficit of $11,022,272 as of Jan. 31, 2013.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

Apollo Medical reported a net loss of $8.90 million on $7.77
million of net revenues for the year ended Jan. 31, 2013, as
compared with a net loss of $720,346 on $5.11 million of net
revenues for the year ended Jan. 31, 2012.  The Company's balance
sheet at July 31, 2013, showed $3.13 million in total assets,
$4.40 million in total liabilities, and a $1.26 million total
stockholders' deficit.


ARCH COAL: Bank Debt Trades at 2% Off
-------------------------------------
Participations in a syndicated loan under which Arch Coal Inc. is
a borrower traded in the secondary market at 97.53 cents-on-the-
dollar during the week ended Friday, Nov. 29, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.18
percentage points from the previous week, The Journal relates.
Arch Coal Inc. pays 450 basis points above LIBOR to borrow under
the facility.  The bank loan matures on May 17, 2018, and carries
Moody's B1 rating and Standard & Poor's BB- rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 10, 2013,
Moody's Investors Service downgraded the ratings of Arch Coal,
including the company's Corporate Family Rating (CFR) to B3 from
B2, Probability of Default Rating (PDR) to B3-PD from B2-PD, the
rating on senior secured credit facility to B1 from Ba3, and the
ratings on senior unsecured debt to Caa1 from B3. The outlook is
negative.


ARKANOVA ENERGY: Aton Hikes Note Outstanding Amount by $1.7MM
-------------------------------------------------------------
Arkanova Enery Corporation and its wholly owned subsidiary,
Arkanova Acquisition Corporation, entered into a note amendment
and interest conversion agreement with Aton Select Funds Limited
effective Nov. 15, 2013, whereby:

   (i) Aton agreed to increase the amount outstanding under the
       amended and restated secured promissory note entered into
       as of Feb. 6, 2013, by $1,705,000 such that the outstanding
       principal balance under the Note equals $11,811,025;

  (ii) Aton will convert the outstanding accrued interest equal to
       US$466,815 into 4,668,152 shares of the Company's common
       stock at a deemed price of US$0.10 per Share; and

(iii) Aton agreed to extend the maturity date under the Note from
       March 31, 2014, to Dec. 31, 2015.

The Note will be deemed to be amended in all manners and respects
in order to the Additional Loan Amount, the Conversion and the
Extension and, in all other respects, the Note will remain
unchanged and in full force and effect.

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

                        http://is.gd/YekD5d

                          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.

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.

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.


ARKANOVA ENERGY: Amends Report on Option Grants
-----------------------------------------------
Arkanova Energy Corporation amended its current report on Form
8-K, which was originally filed with the U.S. Securities and
Exchange Commission on Nov. 20, 2013, solely to update the list of
optionees by removing the options granted to Marc Vinson as both
options had already been exercised previously.

On Nov. 15, 2013, the Company re-priced 3,200,000 stock options
granted to directors, officers, employees and consultants to $0.10
and extended the expiry dates of the stock options.

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

                       http://is.gd/1cT8PU

                         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.


ASPEN GROUP: Michael Mathews Held 8.5% Equity Stake at Nov. 22
--------------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Michael Mathews disclosed that as of Nov. 22, 2013, he
beneficially owned 5,257,838 shares of common stock of Aspen
Group, Inc., representing 8.5 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                        http://is.gd/WcB6pD

                         About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88 percent of the Company's
degree-seeking students (as of June 30, 2012) were enrolled in
graduate degree programs (Master or Doctorate degree program).
Since 1993, the Company has been nationally accredited by the
Distance Education and Training Council, a national accrediting
agency recognized by the U.S. Department of Education.

The Company reported a net loss of $6.01 million on $2.68 million
of revenues for the year ended Dec. 31, 2012, as compared with a
net loss of $2.13 million on $2.34 million of revenues during the
prior year.  The Company's balance sheet at July 31, 2013, showed
$3.77 million in total assets, $3.96 million in total liabilities
and a $194,085 total stockholders' deficiency.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the transition period ending April 30, 2013.  The independent
auditors noted that the Company has a net loss allocable to common
stockholders and net cash used in operating activities for the
four months ended April 30, 2013, of $1,402,982 and $918,941,
respectively, and has an accumulated deficit of $12,740,086 at
April 30, 2013.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.


ASSURED PHARMACY: Shareholders OK 200% Hike of Authorized Shares
----------------------------------------------------------------
Assured Pharmacy, Inc., shareholders consented to:

   (1) an amended and restated Articles of Incorporation of the
       Company to increase the authorized number of shares of
       common stock available for issuance from 35,000,000 to
       100,000,000; and

   (2) the creation and designation of a class of Preferred Stock
       called the "Series D Preferred Stock," consisting of 15,000
       shares of stock, par value $0.001 per share.

                       About Assured Pharmacy

Headquartered in Frisco, Texas, Assured Pharmacy, Inc., is engaged
in the business of establishing and operating pharmacies that
specialize in dispensing highly regulated pain medication for
chronic pain management.

The Company was organized as a Nevada corporation on Oct. 22,
1999, under the name Surforama.com, Inc., and previously operated
under the name eRXSYS, Inc.  The Company changed its name to
Assured Pharmacy, Inc., in October 2005.

Assured Pharmacy disclosed a net loss attributable to the Company
of $4 million on $14.14 million of sales for the year ended
Dec. 31, 2012, as compared with a net loss attributable to the
Company of $3.27 million on $16.44 million of sales in 2011.

BDO USA, LLP, in Dallas, 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 suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $1.17
million in total assets, $10.57 million in total liabilities and a
$9.39 million stockholders' deficit.

                        Bankruptcy Warning

"We are also attempting to extend the maturity date of all
outstanding debt securities due in the years 2012 and 2013, but
can provide no assurance that the holders of such securities will
agree to extend the maturity date on these securities on
acceptable terms.  We are also discussing the possibility of these
debt holders converting the securities into equity.  If our debt
holders choose not to convert certain of these securities into
equity, we will need to repay such debt, or reach an agreement
with the debt holders to extend the terms thereof.  If we are
forced to repay the debt, this need for funds would have a
material adverse impact on our business operations, financial
condition and prospects, would threaten our ability to operate as
a going concern and may force us to seek bankruptcy protection,"
the Company said in the Quarterly Report.


ATLANTIC COAST: Amends Prospectus for $42-Mil. Shares Offering
--------------------------------------------------------------
Atlantic Coast Financial Corporation amended its registration
statement relating to the Company's offer to sell $42 million of
the Company s common stock, par value $0.01 per share.

The Company's common stock is listed on the Nasdaq Global Market
under the symbol "ACFC."  On Nov. 15, 2013, the last reported sale
price for the Company's common stock was $3.90 per share.

The Company amended the registration statement to delay its
effective date until the Company will file a further amendment
which specifically states that this registration statement will
thereafter become effective.

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

                        http://is.gd/djfoIV

                       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.

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.

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.


AUTO ORANGE: Section 341(a) Meeting Scheduled for Jan. 2
--------------------------------------------------------
A meeting of creditors in the bankruptcy case of Auto Orange II,
LLC, will be held on Jan. 2, 2014, 1:30 p.m. at RM 1-159, 411 W
Fourth St., Santa Ana, CA 92701.

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

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

Auto Orange II, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-19490) in Santa Ana, California, on
Nov. 21, 2013.  The Debtor estimated $10 million to $50 million in
assets and liabilities.  The Debtor is represented by James D.
Zhou, Esq., at the Law Offices of Zhou and Chini, in Irvine,
California.  The petition was signed by Barry Baptiste, president
of the company.  Judge Catherine E. Bauer presides over the case.


AXION INTERNATIONAL: Acquires Operations of Y City for $3.5MM
-------------------------------------------------------------
Pursuant to a bill of sale executed by the The Community Bank, an
Ohio banking corporation, as grantor, in favor of Axion Recycled
Plastics Incorporated (a wholly-owned subsidiary of Axion
International, Inc., a wholly-owned subsidiary of the Company) as
grantee, Axion Recycling acquired from the Bank certain equipment,
inventory and supplies related to the operation of the business of
Y City Recycling, LLC, an Ohio limited liability company.  The
consideration paid by Axion Recycling to the Bank for these assets
was $3,562,000, which was funded pursuant to the Bank Loan
Agreements entered into between Axion Recycling and the Bank.

In connection with the transaction, Axion Recycling entered into
an Asset Purchase Agreement dated Nov. 15, 2013, among Axion
Recycling, Y City, and Brian Coll and Renee Coll.  Pursuant to the
terms of the Purchase Agreement, on the date of that agreement,
Axion Recycling acquired certain assets from the Sellers relating
to the operation of Y City's recycled plastics facility located in
Zanesville, Ohio.  The purchase price for these assets was
$2,078,745, which Axion Recycling paid in cash to the Bank to
discharge in full certain indebtedness of Y City to the Bank.  The
consideration paid by Axion Recycling pursuant to the Purchase
Agreement was funded, in part, by the loans made to the Company on
Nov. 6, 2013, in the aggregate amount of $2,000,000.

Secured Promissory Note

On Nov. 13, 2013, Allen Kronstadt loaned the Company an aggregate
principal amount of $1,000,000, and in consideration of that loan,
the Company issued its secured promissory note to Kronstadt which
will be exchanged by the Company on a future date, when the
authorized shares of capital stock of the Company are available,
for one of the Company's 8.0 percent convertible promissory notes
which will be initially convertible into shares of Common Stock at
a conversion price equal to $0.40 per share of Common Stock,
subject to adjustment on the terms provided therein, and an
associated warrant to purchase the number of shares of Common
Stock into which the Convertible Note is initially convertible,
subject to adjustment as provided on the terms of the Warrant.

The Community Bank, Zanesville Ohio

The acquisitions were funded, in part, by loans made by the Bank
to Axion Recycling in the aggregate principal amounts of
$1,000,000 and $3,500,000 pursuant to promissory notes issued
under Commercial Loan Agreements dated Nov. 15, 2013, between the
Bank and Axion Recycling with respect to each of the Bank Loans.
Each of the Bank Loans bears interest at 4.25 percent per annum
and matures on Nov. 15, 2018.  With respect to principal payments
under the Bank Loans, $100,000 is due on each of Nov. 15, 2014,
and 2015, $250,000 is due on each of Nov. 15, 2016, and 2017, and
the balance of the principal amounts outstanding under the Bank
Loans is due on Nov. 15, 2018.  The Bank Loans may be prepaid in
full or in part at any time without premium or penalty.  The Bank
may accelerate all amounts due under the Bank Loan Agreements,
together with accrued and unpaid interest, upon the occurrence of
an Event of Default.

The Bank Loan in the principal amount of $3,500,000 is secured by
a security interested granted by (i) Axion Recycling in all of the
equipment purchased by Axion Recycling under the Bill of Sale,
pursuant to the terms of the Security Agreement dated Nov. 15,
2013, between Axion Recycling and the Bank, and (ii) Axion
International in certain of its equipment located at its Waco,
Texas facility pursuant to the terms of the Security Agreement
dated Nov. 15, 2013, between Axion International and the Bank.  In
addition, each of the Company and Axion International has entered
into a Guaranty dated Nov. 15, 2013, in favor of the Bank pursuant
to which the Company and Axion International guaranteed the
payment and performance of the Bank Loan in the principal amount
of $3,500,000.

Revolving Credit and L/C Support Agreement

On Nov. 15, 2013, the Company, Axion International, and Axion
Recycling, as borrowers, and MLTM Lending, LLC, a Maryland limited
liability company, and Samuel G. Rose, entered into a Revolving
Credit and Letter of Credit Support Agreement pursuant to which
the Lenders have agreed to lend the Borrowers up to $2,500,000 on
a revolving basis.  In addition, the Revolving Loan Agreement
provides that MLTM will provide letter of credit support to the
Borrowers of up to $500,000.  Each revolving loan made under the
Revolving Loan Agreement bears interest at 12 percent per annum,
of which 4 percent is payable by the Borrowers in cash on the
first business day of each month, and 8 percent is payable by the
Company in shares of Common Stock on the first business day of
each calendar quarter, valued at a price equal to the average of
the Weighted Average Price of a share of Common Stock for 20
consecutive trading days prior to the interest payment date.  The
maturity date of the Revolving Loan Agreement is Dec. 31, 2015.

Under the terms of the Revolving Loan Agreement, the Borrowers may
prepay the revolving loans at any time, in whole or in part,
together with all accrued and unpaid interest, without premium or
penalty.  The Lenders may accelerate all amounts due under the
Revolving Loan Agreement, together with accrued and unpaid
interest, upon the occurrence of an Event of Default.

As consideration for the revolving loans extended under the
Revolving Loan Agreement, by no later than Nov. 29, 2013, with
respect to the year ending Dec. 31, 2013, and prior to each of
Dec. 31, 2014, and 2015, the Company is required to issue to the
Lenders an aggregate of 200,000 shares of Common Stock during each
such calendar year, up to a total of 600,000 shares of Common
Stock.  As consideration for MLTM providing letter of credit
support, the Borrowers are required to pay a letter of credit
commission fee on the date of the Revolving Loan Agreement, and on
each one year anniversary of the date of the Revolving Loan
Agreement prior to the Maturity Date, in the amount equal to (i) 2
percent of the LC Sublimit in cash and (ii) shares of Common
Stock, with an aggregate value of 4 percent of the LC Sublimit,
with each such share of Common Stock valued at a price equal to
the average of the Weighted Average Price of a share of Common
Stock for the 20 consecutive trading days prior to the date of
payment.

Annual Meeting Results

At the Annual Meeting, the Company's shareholders:

   (i) did not approve the reincorporation of the Company from
       the State of Colorado to the State of Delaware;

   (ii) approved the Charter Amendment to increase the number of
        authorized shares of Common Stock from 100,000,000 to
        250,000,000 shares;

  (iii) elected Perry Jacobson, Steve Silverman, James Kerstein,
        Anthony Hatch, Dr. Allen Hershkowitz, Thomas Bowersox, and
        Allen Kronstadt to the Company's board of directors;

   (iv) approved the Plan Amendment to increase the number of
        shares of Common Stock reserved thereunder by 2,000,000
        shares;

    (v) ratified the appointment of BDO USA LLP as the independent
        registered public accounting firm of the Company for the
        fiscal year ending Dec. 31, 2013;

   (vi) approved, on a non-binding, advisory basis, the
        compensation of the Company's named executive officers as
        described in the Company's Definitive Proxy Statement on
        Schedule 14A filed with the SEC on Oct. 7, 2013;

  (vii) recommended, on a non-binding, advisory basis, that future
        shareholder advisory votes on the compensation of the
        Company's named executive officers take place every three
        years; and

(viii) authorized the Company's board of directors to adjourn and
        postpone the Annual Meeting to a later date or dates, if
        necessary.

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

                         http://is.gd/7MJt8v

                      About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010, and 2011.  RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.

Axion International reported a net loss of $9.93 for the 12 months
ended Dec. 31, 2011, compared with a net loss of $7.10 million for
the 12 months ended Sept. 30, 2010.  The Company's balance sheet
at Sept. 30, 2013, showed $7.85 million in total assets, $10.80
million in total liabilities, $6.56 million in convertible
preferred stock and a $9.51 million total stockholders' deficit.


BERRY PLASTICS: Reports $26 Million Net Income in Fourth Quarter
----------------------------------------------------------------
Berry Plastics Group, Inc., reported net income of $26 million on
$1.20 billion of net sales for the quarter ended Sept. 28, 2013,
as compared with net income of $23 million on $1.20 billion of net
sales for the quarter ended Sept. 29, 2012.

For the fiscal year ended Sept. 28, 2013, the Company reported net
income of $57 million on $4.64 billion of net sales as compared
with net income of $2 million on $4.76 billion of net sales for
the fiscal year ended Sept. 29, 2012.

The Company's balance sheet at Sept. 28, 2013, the Company had
$5.13 billion in total assets, $5.33 billion in total liabilities
and a $196 million stockholders' deficit.

"The September quarter continued to be pressured by weak consumer
demand, similar to trends seen throughout 2013 and the back half
of 2012,' said Jon Rich, Chairman and CEO of Berry Plastics.  "To
offset the impact of continuing tough economic challenges, Berry
has taken many necessary, proactive steps to remain competitive
and a leader in the plastics packaging industry."

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

                        http://is.gd/tfVoxB

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

                           *     *     *

As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD.  The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BEULAH ROAD LAND: Dec. 18 Hearing on Sale of Real Property
----------------------------------------------------------
Zokaites Properties, LP, and debtor Beulah Road Land Company are
seeking to sell all of the Debtor's real property identified as
Lot and Block numbers 369-N-278; 370-M-105; 370-P-25; 370-R-275,
370-R-275-1, 451-N-334; 369-P-378, 369-P-317, 370-S-380, and 371-
D-25.

The U.S. Bankruptcy Court for the Western District of Pennsylvania
has scheduled a hearing on Dec. 18, 2013 at 2:00 p.m. to conduct
and auction the Debtor's Property and confirm the result of the
sale.

The Sale Hearing may be adjourned in open court from time to time,
without further notice.  The Sale Hearing will be held before the
Hon. Carlotta M. Bohm, Bankruptcy Judge in the U.S. Bankruptcy
Court for the Western District of Pennsylvania, U.S. Steel Tower,
600 Grant Street, 54th Floor, Courtroom B, Pittsburgh,
Pennsylvania 15219.

The sale will be made subject to the highest and best offer.  The
bidding criteria are set forth in the Sale Motion with an initial
bid of $250,000 and $10,000 minimum increments thereafter.
Zokaites is entitled to credit bid for the Property.

Objections to the sale are due Dec. 11, 2013.

Zokaites is represented in the Debtor's case by:

         Jeffrey A. Hulton, Esq.
         1109 Grant Building
         Pittsburgh, PA 15219
         Tel: 412-255-6500

Beulah Road Land Company, based in Pittsburgh, Pennsylvania,
sought Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No.
13-23148) on July 26, 2013.  Judge Carlota M. Bohm oversees the
case.  Donald R. Calaiaro, Esq., at Calaiaro & Corbett, P.C.,
serves as the Debtor's counsel.  In its petition, the Debtor
estimated $1 million to $10 million in both assets and debts.  The
petition was signed by Richard Hersberger, president.

An affiliate, Churchill Valley Country Club, Inc., sought Chapter
11 protection (Case No. 13-23122) on July 25, 2013.


BIOFUEL ENERGY: Inks Release Agreement with Bank of Omaha
---------------------------------------------------------
BioFuel Energy Corp. and certain of its subsidiaries entered into
an Undertaking and Release Agreement dated as of Nov. 22, 2013,
with First National Bank of Omaha, as Administrative Agent and
Collateral Agent, under the secured Credit Agreement dated as of
Sept. 25, 2006, among those subsidiaries and various financial
institutions as lenders.  The Agent waived the requirement under
Section 3(a) of the Release Agreement that the Company and its
subsidiaries execute and deliver the Release Agreement on Nov. 22,
2013.

Under the terms of the Release Agreement, subject to the
satisfaction of certain conditions, the Lenders have agreed to pay
to the Company an aggregate of $3,330,000 in full satisfaction of
any obligations of the Lenders to the Company under that certain
Deed in Lieu of Foreclosure Agreement and Joint Escrow
Instructions dated as of April 11, 2013, among the Borrowers, the
Lenders and the Agent.

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

                        http://is.gd/h7lIxq

                       About Biofuel Energy

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

Biofuel Energy disclosed a net loss of $46.32 million on $463.28
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $10.36 million on $653.07 million of net sales
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $233.47 million in total assets, $193.01 million in
total liabilities and $40.45 million in total equity.

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

                        Bankruptcy Warning

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


BION ENVIRONMENTAL: Anthony Orphanos Held 9.5% Stake at Nov. 21
---------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Anthony G. Orphanos disclosed that as of
Nov. 21, 2013, he beneficially owned 1,851,533 shares of common
stock of Bion Environmental Technologies, Inc., representing 9.5
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/Lksm91

                     About Bion Environmental

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

Bion Environmental incurred a net loss of $8.24 million for the
year ended June 30, 2013, as compared with a net loss of $6.46
million during the prior year.

GHP HORWATH, P.C., in Denver, Colorado, 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 not generated significant revenue and has suffered
recurring losses from operations.  These factors raise substantial
doubt about its ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $7.31
million in total assets, $11.13 million in total liabilities,
$21,900 in series B redeemable convertible preferred stock and a
$3.84 million total deficit.


BLUEJAY PROPERTIES: Court Rescinds Appointment of Special Trustee
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas entered, on
Nov. 8, 2013, an order granting Bluejay Properties, LLC's motion,
filed Oct. 1, 2013, to rescind or stay the appointment of a
Special Trustee.  The Bankruptcy Court further ordered that the
Debtor, having engaged a very qualified agent to assist in
marketing the apartment complex, should proceed with its current
effort to sell this property at its current market value.

All provisions of the Sale Procedure Settlement Agreement approved
by the Court on July 22, 2013, regarding the established strike
price or deadlines regarding the sale process are suspended, and
the provisions for the appointment of a Special Trustee are
suspended.

The Court directs that if the Debtor does not proceed with efforts
to secure a buyer from the six offers currently outstanding, or
other any other reasonable offers that come before it, by the
first regularly scheduled Chapter 11 docket in January 2014, the
Court will approve the appointment of a trustee pursuant to 11
U.S.C. Section 1104 possessed of full powers of a trustee under
the Bankruptcy Code.  Further, the Debtor is directed to properly
qualify purchasers, provide a backup buyer for the property and to
present this proposed sale to the Court via a Section 363 Motion
for Approval by the Court.

A copy of the Court's Order Staying Appointment of Special Trustee
is available at http://bankrupt.com/misc/bluejay.doc290.pdf

                     About Bluejay Properties

Based in Junction City, Kansas, Bluejay Properties, LLC, doing
business as Quinton Point, filed a bare-bones Chapter 11 petition
(Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28,
2012.  Bankruptcy Judge Robert D. Berger presides over the case.
Todd A. Luckman, Esq., and Kathryn E. Sheedy, Esq., at Stumbo
Hanson LLP, in Topeka.

The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million.  The Debtor scheduled liabilities of
$13,112,325.  The petition was signed by Michael L. Thomas of TICC
Prop., managing member.

Bankers' Bank of Kansas, owed approximately $13.08 million, is
represented by Arthur S. Chalmers of Hite, Fanning & Honeyman,
LLP.  The University National Bank, owed approximately
$1.2 million, is represented by Edward J. Nazar of Redmond &
Nazar, L.L.P., and Todd Thompson of Thompson Ramsdell & Qualseth,
P.A.


BON-TON STORES: Incurs $931,000 Net Loss in Third Quarter
---------------------------------------------------------
The Bon-Ton Stores, Inc., reported a net loss of $931,000 on
$651.16 million of net sales for the 13 weeks ended Nov. 2, 2013,
as compared with a net loss of $10.14 million on $668.73 million
of net sales for the 13 weeks ended Oct. 27, 2012.

For the 39 weeks ended Nov. 2, 2013, the Company reported a net
loss of $64.89 million on $1.85 billion of net sales as compared
with a net loss of $95.96 million on $1.90 billion of net sales
for the 39 weeks ended Oct. 27, 2012.

The Company's balance sheet at Nov. 2, 2013, showed $1.80 billion
in total assets, $1.75 billion in total liabilities and
$48.87 million in total shareholders' equity.

Brendan Hoffman, president and CEO, commented, "We saw meaningful
improvement in our comparable store sales towards the end of the
quarter.  Additionally, due to strategic inventory reductions, we
ended the quarter down approximately 5% on a comparable store
basis.  Reduced expenses contributed to 13% growth in Adjusted
EBITDA which, together with lower interest expense, delivered an
improved EPS.  Strong performances in a number of key merchandise
categories where we increased our investment lead us to believe
that we are on track with our strategic initiatives. Our eCommerce
business continues to grow at a healthy pace, benefiting from
traffic-driving initiatives and our broader merchandise
assortment."

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

                        http://is.gd/DamBxE

                        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.

                             *     *     *

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.


BROADWAY FINANCIAL: Stockholders OK Increase of Authorized Shares
-----------------------------------------------------------------
The annual meeting of stockholders of Broadway Financial
Corporation, parent company of Broadway Federal Bank, f.s.b., was
held on Nov. 27, 2013, at which the stockholders:

   (1) elected Robert Davidson and Javier Leon as directors to
       serve until the Annual Meeting to be held in the year 2016
       and until their successors are elected and have been
       qualified;

   (2) ratified the appointment of Crowe Horwath LLP as the
       Company's independent registered public accounting firm for
       the year ending Dec. 31, 2013;

   (3) approved the Company's executive compensation;

   (4) approved the resolution to amend the Company's Certificate
       of Incorporation to increase the Company's number of
       authorized shares of common stock from 8,000,000 to
       50,000,000;

   (5) approved the resolution to amend the Company's Certificate
       of Incorporation authorizing the Company to issue up to
       5,000,000 shares of a new class of non-voting common stock;
       and

   (6) approved amendments to the Company's 2008 Long-Term
       Incentive Plan, including an increase in the number of
       shares of Common Stock that are reserved for future
       issuance pursuant to the LTIP to 2,000,000 shares.

On Dec. 2, 2013, the Company's 13,299 outstanding shares of Series
F Common Stock Equivalents was automatically converted into
13,299,000 shares of Common Stock, representing 66.02 percent of
the Company's total equity, and its 6,982 shares of Series G Non-
Voting Preferred Stock was automatically converted into 698,200
shares of non-voting Common Stock, representing 3.47 percent of
the Company's total equity.  The Common Stock Equivalents
automatically convert at the rate of 1,000 shares of Common Stock
for each share of Common Stock Equivalents, and the Series G
Preferred automatically convert at the rate of 100 shares of
Common Stock for each share of Series G Preferred.

The Common Stock Equivalents and Series G Preferred had been
issued on Aug. 22, 2013, in exchange for: (i) all five series of
the Company's formerly outstanding preferred stock (Series A
through E), with an aggregate liquidation value or preference of
$17.6 million, including the TARP Preferred Stock that had been
issued to the U.S. Department of the Treasury pursuant to the
Capital Purchase Program component of the Treasury Department's
Troubled Asset Relief Program, (ii) all of the accumulated
dividends on the TARP Preferred Stock, and (iii) $2.6 million
principal amount of the Company's bank debt, as part of a
Recapitalization of the Company's balance sheet.  The Company
issued the Common Stock Equivalents, in lieu of Common Stock,
because the Company did not have a sufficient number of authorized
shares to complete the Recapitalization.

Chief Executive Officer, Wayne Bradshaw stated, "We are pleased to
report that stockholders overwhelmingly supported our proposals
presented at the Annual Meeting this week, in particular the
proposals to amend our Certificate of Incorporation to increase
the number of authorized shares of Common Stock and authorize the
Company to issue shares of a new series of non-voting Common
Stock.  As a result, our plan to simplify the equity portion of
our balance sheet, which commenced with the recently completed
Recapitalization, has now been fully realized.  For the
foreseeable future, all of our equity securities will consist of
either shares of Common Stock or non-voting Common Stock, as all
of our series of outstanding preferred stock have been eliminated.
We believe that these changes to our capital structure will
enhance our ability to access additional equity capital in the
future.

"Looking ahead, we are planning to continue rebuilding our loan
portfolio to grow net interest income, as well as begin the
process of negotiating an extension of the maturity of our
subordinated debentures that mature in March 2014.  In conjunction
with that extension, we plan to raise additional equity capital to
strengthen the balance sheets of both the Company and the Bank,
and provide capital for growth."

"We wish to thank our stockholders again for their continued
support, and we remain focused on continuing our efforts to resume
growth for the Company and increase value for our stockholders."

                     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.


BROWNIE'S MARINE: Unit Settles with BBT for $85,000
---------------------------------------------------
Trebor Industries, Inc., a wholly owned subsidiary of Brownie's
Marine Group, Inc., and Robert Carmichael, the Company's chief
executive officer, entered into a settlement agreement with Branch
Banking and Trust whereby BBT accepted $85,000 in full
satisfaction and release of a final judgment in the amount of
$103,025 granted by the Circuit Court for the 17th Judicial
Circuit in and for Broward County in favor of BBT.

The Settlement Amount was advanced to the Company by Mikkel
Pitzner, a member of the Company's board of directors, under a
Loan Agreement executed Oct. 30, 2013.  Under the Loan Agreement,
Trebor Industries issued a Secured Promissory Note in the
principal amount of $85,000 in favor of Mr. Pitzner.  Terms of the
repayment of the loan are monthly principal and interest of
$8,585.47 (21.21 percent interest per annum) for a term of 12
months beginning 30 days from the effective date of the Note.  The
Note is secured under a Security Agreement by all of the assets of
Trebor Industries, Inc., up to $200,000, and includes customary
provisions concerning events of default.  The Note is also
personally guaranteed by Robert Carmichael.  In addition, as
additional consideration for Mr. Pitzner entering into the Loan
Agreement, the Company entered into an Option Agreement with Mr.
Pitzner and issued Mr. Pitzner an option to purchase up to
1,802,565 shares of the Company's common stock for $.01 per share,
subject to adjustment.  The option is exercisable for a period
ending two years from the effective date of the Option Agreement
with an option for cashless exercise based on a formula within the
Option Agreement.

Effective Nov. 18, 2013, the Company issued an option to purchase
up to 1,802,565 shares of the Company's common stock for $.01 per
share, subject to adjustment, to an accredited investor.  The
option is exercisable for a period ending two years from the
effective date of the Option Agreement dated Oct. 30, 2013, with
an option for cashless exercise based on a formula within the
Option Agreement.  The option was issued under the exemption from
registration provided by Section 4(a)(2) of the Securities Act, of
1933, as amended, and contains a legend restricting
transferability absent registration or applicable exemption.

                      About Brownie's Marine

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

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

                  Going Concern/Bankruptcy Warning

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

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


BROWNSVILLE MD VENTURES: Plan Contemplates Sale by End of 2014
--------------------------------------------------------------
Brownsville MD Ventures, LLC, owner of a property previously used
as a hospital in Brownsville Texas, has filed a Chapter 11 Plan of
Reorganization that contemplates a sale of the property by the end
of 2014 or, absent a sale, a transfer of the ownership of the
property to the lender.

According to the Disclosure Statement dated Nov. 22, 2013, on the
effective date of the Plan, the reorganized Debtor will continue
to be managed by Chester Gonzalez.

The Plan contemplates either a sale of the property by Dec. 31,
2014, or if the Property has not sold by Dec. 31, 2014, by
tendering the Property to Pineda Grantor Trust II on the Outside
Date free and clear of all Liens claims and encumbrances except
for the lien of Cameron County.

Should the property be sold by the end of 2014, the sale proceeds
will be used to pay: (i) the allowed secured claim of Cameron
County, with interest at the rate required by Section 506(b) of
the Bankruptcy Code and Section 33.01 of the Texas Tax Code, (ii)
the allowed secured claim of Pineda Grantor Trust II, with
interest accruing after the Effective Date at 4% or such other
rate as set by the Bankruptcy Court not to exceed 6%, by Dec. 31,
2014; (iii) Allowed general unsecured claims; and any surplus to
(iv) Equity Interests.

Should it not sell the property by Dec. 31, 2014, the Reorganized
Debtor will convey ownership the property to Pineda in
satisfaction of the allowed claim of Pineda, and all equity
interests will then be terminated along with the Equity Trust.
Cameron County will retain its lien until paid in full,
notwithstanding the transfer of the property to Pineda.

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

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

                   About Brownsville MD Ventures

Brownsville MD Ventures, LLC, was formed in 2004 for the purpose
of acquiring the real property and improvements located at 4750
North Expressway, Brownsville, Texas 78520.  The company leased
the property to Brownsville Doctors Hospital, LLC, which operated
a hospital on the premises.  The tenant has ceased operations, and
the property has been vacant since August 2012.

Brownsville MD Ventures filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas.
Chester Gonzalez, the managing member and the chairman of the
board of managers, signed the bankruptcy petition.

The Debtor disclosed $24 million in assets and $14.7 million in
liabilities in its schedules.

The Debtor's property was appraised by Compass Bank in July of
2011 with a fair market value in excess of $20,000,000.  Pineda
Grantor Trust II, as assignee of Compass Bank (which provided a
loan to finance the acquisition of the property), is the secured
lender.

Kell Corrigan Mercer, Esq., at Husch Blackwell, LLP, in Austin,
Texas, serves as the Debtor's counsel.  The Debtor also filed an
application to employ as special counsel The Rentfro Law Firm
PLLC, which will provide legal advice regarding business matters.

Judge Richard S. Schmidt presides over the case.


BROWNSVILLE MD VENTURES: Can Use Cash Collateral Until Dec. 18
--------------------------------------------------------------
The Honorable Richard S. Schmidt signed a third agreed interim
order authorizing Brownsville MD Ventures, LLC, to use cash
collateral on an interim basis, pending a final hearing to be held
on Dec. 18, 2013, at 9:00 a.m., in McAllen, Texas.

The Debtor is authorized to use cash collateral to pay these
expenses: (i) monthly utility invoices estimated at $16,000, (ii)
monthly insurance premium financing payment for the Debtor's real
property in the amount of $11,891, and (iii) a U.S. Trustee
quarterly fee of $650.  The Debtor is not authorized to pay any
other expenses without the consent of the Pineda Grantor Trust.

Pineda is granted adequate protection in the form of a replacement
lien.

The stipulated order was proposed by:

         HUSCH BLACKWELL LLP
         Kell C. Mercer, Esq.
         Sam Chang, Esq.
         111 Congress Avenue, Suite 1400
         Austin, TX 78701
         Tel: (512) 472-5456
         Fax: (512) 226-7324
         E-mail: kell.mercer@huschblackwell.com
                 sam.chang@huschblackwell.com
         ATTORNEYS FOR BROWNSVILLE MD VENTURES, LLC

              - and -

         SCHAUER & SIMANK, P.C.
         Ronald A. Simank, Esq.
         615 North Upper Broadway, Suite 700
         Corpus Christi, TX 78401
         Tel: (361) 884-2800
              (361) 884-2822
         E-mail: rsimank@cctxlaw.com
         ATTORNEYS FOR THE PINEDA GRANTOR TRUST II

                   About Brownsville MD Ventures

Brownsville MD Ventures, LLC, was formed in 2004 for the purpose
of acquiring the real property and improvements located at 4750
North Expressway, Brownsville, Texas 78520.  The company leased
the property to Brownsville Doctors Hospital, LLC, which operated
a hospital on the premises.  The tenant has ceased operations, and
the property has been vacant since August 2012.

Brownsville MD Ventures filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas.
Chester Gonzalez, the managing member and the chairman of the
board of managers, signed the bankruptcy petition.

The Debtor disclosed $24 million in assets and $14.7 million in
liabilities in its schedules.

The Debtor's property was appraised by Compass Bank in July of
2011 with a fair market value in excess of $20,000,000.  Pineda
Grantor Trust II, as assignee of Compass Bank (which provided a
loan to finance the acquisition of the property), is the secured
lender.

Kell Corrigan Mercer, Esq., at Husch Blackwell, LLP, in Austin,
Texas, serves as the Debtor's counsel.  The Debtor also filed an
application to employ as special counsel The Rentfro Law Firm
PLLC, which will provide legal advice regarding business matters.

Judge Richard S. Schmidt presides over the case.


BROWNSVILLE MD: Hires Rentfro Law as Counsel on Business Matters
----------------------------------------------------------------
Brownsville MD Ventures, LLC seeks authorization from the Hon.
Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern
District of Texas to employ The Rentfro Law Firm PLLC as special
counsel, effective Aug. 26, 2013.

Rentfro Law will be special counsel to the Debtor regarding
business matters.

Rentfro Law will be paid at these hourly rates:

       Daniel Rentfro          $275
       Attorneys               $160
       Legal Assistant         $90

Rentfro Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Prior to the Debtor's bankruptcy filing, Rentfro Law received a
deposit of $20,000.  Of that amount, $3,562.48 was used to pay for
pre-petition services.

Daniel Rentfro, Jr., at Rentfro Law, 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.

Rentfro Law can be reached at:

       Daniel Rentfro, Jr., Esq.
       THE RENTFRO LAW FIRM PLLC
       2200 Boca Chica Blvd., Ste 120
       Brownsville, TX 78521
       Tel: (956) 542-4329
       Fax: (956) 542-4320

                   About Brownsville MD Ventures

Brownsville MD Ventures, LLC, was formed in 2004 for the purpose
of acquiring the real property and improvements located at 4750
North Expressway, Brownsville, Texas 78520.  The company leased
the property to Brownsville Doctors Hospital, LLC, which operated
a hospital on the premises.  The tenant has ceased operations, and
the property has been vacant since August 2012.

Brownsville MD Ventures filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas.
Chester Gonzalez, the managing member and the chairman of the
board of managers, signed the bankruptcy petition.

The Debtor disclosed $24 million in assets and $14.7 million in
liabilities in its schedules.

The Debtor's property was appraised by Compass Bank in July of
2011 with a fair market value in excess of $20,000,000.  Pineda
Grantor Trust II, as assignee of Compass Bank (which provided a
loan to finance the acquisition of the property), is the secured
lender.

Kell Corrigan Mercer, Esq., at Husch Blackwell, LLP, in Austin,
Texas, serves as the Debtor's counsel.  The Debtor also filed an
application to employ as special counsel The Rentfro Law Firm
PLLC, which will provide legal advice regarding business matters.

Judge Richard S. Schmidt presides over the case.


BUILDERS GROUP: Balks at Secured Creditor's Ch.7 Conversion Bid
---------------------------------------------------------------
Builders Group & Development Corp., opposed CPG/GS NPL LLC's
motion to dismiss or convert the Debtor's Chapter 11 case to one
under Chapter 7 of the Bankruptcy Code.

According to the Debtor, the motion filed on Nov. 7, 2013, is
merely another attempt by CPG to bury Builders in paper and legal
expenses to try to cause Builders' president Jorge Rios to
surrender.  CPG's conduct suggested it believes that by repeating
the same allegations over and over, it somehow changes the
veracity of the allegations.

Cupey Bowling & Entertainment Center, Inc., a party-in-interest to
the restructuring case, on Nov. 13 filed a joinder to CPG/GS'
motion to convert case.

Cupey Bowling said that the present condition of the Cupey Mall is
one of extreme deterioration of the physical plant which threatens
the health of tenants, its employees and customers alike.  The
Debtor has not been able to cope with the increasing number of
problems of the mall, both financially and in managing the mall,
while the businesses of the tenants, as Cupey Bowling, continue to
loose clients and income due to the Debtor's current situation.

CPG/GS, in its motion, asserted the Debtor has no equity in
CPG/GS' collateral, nor does it have any prospects for
reorganization.  CPG/GS does not consent to the Debtor's use of
its cash collateral, and the Court has not allowed the Debtor to
use the same.

The Court will consider CPG/GS's request at a hearing on Dec. 3,
2013, at 2:00 p.m.

                       About Builders Group

Builders Group & Development Corp. owns and manages the Cupey
Professional Mall, a shopping center located in Cupey, Puerto
Rico.  The Company sought Chapter 11 protection (Bankr. D.P.R.
Case No. 13-04867) on June 12, 2013, in San Juan, Puerto Rico, its
home-town.  The company sought bankruptcy on the eve of a
foreclosure sale of its property.  The Debtor estimated at least
$10 million in assets and liabilities in its petition.  The Debtor
is represented by Kendra Loomis, Esq. at G A Carlo-Altieri &
Associates.  Jose M. Monge Robertin, CPA, and Monge Robertin &
Asociados Inc. serve as the Debtor's CPA/Insolvency and
Restructuring Advisor.


BUILDERS GROUP: Court Won't Reconsider Order on Exclusivity Period
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico denied
Builders Group & Development Corp.'s motion to reconsider a prior
order denying extension of the exclusivity period.

The Court said it does not understand why extending the
exclusivity period is essential to the Debtor's reorganization in
light of present and disclosed facts.

The Debtor, in its motion to reconsider, said CPG/GS NPL, LLC,
makes no payment for electric or water services, and CPG/GS is
still collecting some of the rents of the Cupey Professional Mall,
at least $18,000 per month paid by Amigo, and still will not
respond to requests for information as to collections.

Additionally, the Debtor said that an outline of a plan had been
prepared, the amount of and treatment of CPG's claim had not yet
been determined.  But, with ball park figures, this can be
achieved by Dec. 9.  Hence, the exclusivity period is essential to
the Debtor's reorganization.

As reported in the Troubled Company Reporter on Oct. 31, 2013, the
Bankruptcy Court denied the request of the Debtor for a longer
extension of its exclusive periods to file and solicit Chapter 11
plan votes.  The Court gave the Debtor until Dec. 9 to file
a plan.  The Court also extended until Dec. 9 the period for the
Debtor to assume or reject the leases.

CPG/GS PR NPL LLC, in its objection to the Debtor's motion to
extend the exclusivity period, stated that any extension is
unwarranted, and will serve only to delay resolution of the case.

                       About Builders Group

Builders Group & Development Corp. owns and manages the Cupey
Professional Mall, a shopping center located in Cupey, Puerto
Rico.  The Company sought Chapter 11 protection (Bankr. D.P.R.
Case No. 13-04867) on June 12, 2013, in San Juan, Puerto Rico, its
home-town.  The company sought bankruptcy on the eve of a
foreclosure sale of its property.  The Debtor estimated at least
$10 million in assets and liabilities in its petition.  The Debtor
is represented by Kendra Loomis, Esq. at G A Carlo-Altieri &
Associates.  Jose M. Monge Robertin, CPA, and Monge Robertin &
Asociados Inc. serve as the Debtor's CPA/Insolvency and
Restructuring Advisor.


BUILDERS GROUP: Wants Expenses Surcharged Against Mall Rents
------------------------------------------------------------
Builders Group & Development Corp., filed papers with the U.S.
Bankruptcy Court for the District of Puerto Rico, seeking to allow
the Debtor to deduct the expenses incurred from rent payments
received and other funds on deposit with the Court; and surcharge
expenses against the Mall rents on a monthly basis, from the time
of the filing of the bankruptcy petition, less cash collateral
used.

The Debtor seeks to surcharge the collateral for the expenses
necessary to preserve the property -- Cupey Professional Mall.
According to the Debtor, the surcharge expenses are necessary
because the Cupey Mall could not have continued in operation, nor
would Cupey Mall have received the rents that it has received, if
the expenses were not incurred.  The claimed expenses are also
quite minimal and reasonable.  And the claimed expenses have been
incurred primarily for the benefit of CPG/GS NPL, LLC up to this
point.

                       About Builders Group

Builders Group & Development Corp. owns and manages the Cupey
Professional Mall, a shopping center located in Cupey, Puerto
Rico.  The Company sought Chapter 11 protection (Bankr. D.P.R.
Case No. 13-04867) on June 12, 2013, in San Juan, Puerto Rico, its
home-town.  The company sought bankruptcy on the eve of a
foreclosure sale of its property.  The Debtor estimated at least
$10 million in assets and liabilities in its petition.  The Debtor
is represented by Kendra Loomis, Esq. at G A Carlo-Altieri &
Associates.  Jose M. Monge Robertin, CPA, and Monge Robertin &
Asociados Inc. serve as the Debtor's CPA/Insolvency and
Restructuring Advisor.


CAESARS ENTERTAINMENT: Bank Debt Trades at 5% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
94.95 cents-on-the-dollar during the week ended Friday, Nov. 29,
2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 0.30 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility. The bank loan matures on
Jan. 1, 2018, and carries Moody's B3 rating and Standard & Poor's
B- rating.  The loan is one of the biggest gainers and losers
among 205 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                    About Caesars Entertainment

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

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

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

                           *     *     *

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

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

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

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


CAMCO FINANCIAL: Steven Gerbel Held 5.2% Equity Stake at Nov. 14
----------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Steven R. Gerbel and Brown Trout Management, LLC,
disclosed that as of Nov. 14, 2013, they beneficially owned
738,537 shares of common stock of Camco Financial Corporation
representing 5.2 percent of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/ryNoK2

                       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.


CANCER GENETICS: Mayo Clinic Joint Venture Projects Revealed
------------------------------------------------------------
Cancer Genetics, Inc., hosted an event on Nov. 22, 2013, with Mayo
Clinic announcing the first projects to be pursued by their joint
venture, which is set to develop targeted diagnostic panels that
leverage next generation sequencing.

CGI and Mayo Clinic formed Oncospire Genomics, based in Rochester,
Minnesota, in May 2013, to pursue the development of novel and
unique NGS diagnostic panels that seek to provide clinically
relevant and actionable insight in areas of critical need in
oncology.  Oncospire, a joint venture equally owned by both
parties, will initially pursue the development of NGS panels for
lung cancer, multiple myeloma, and follicular lymphoma.

   * With 1.6 million new cases diagnosed annually, lung cancer is
     a category where improved earlier diagnosis and
     differentiation is critical to improved patient outcomes.  To
     date, only a handful of biomarkers for lung cancer have been
     identified, and they do not fully address the needs to
     provide diagnostic and predictive information.

   * There are approximately 200,000 new cases of multiple myeloma
     diagnosed annually, and no comprehensive genomic panel that
     can be utilized to predict early transformation from
     monoclonal gammopathy of undetermined significance to
     multiple myeloma, and currently available tests are
     expensive, invasive, and often require multiple biopsies.

   * Follicular lymphoma represents approximately 30 percent of
     all non-Hodgkin lymphomas, and is the second most common
     lymphoma in the U.S.  The Company believes predicting the
     risk progression of follicular lymphoma is a key unmet
     clinical need, with a potential market of up to 45,000 tests
     annually based on disease prevalence and number of biopsies
     performed.

The "team science" based approach, a multi-disciplinary approach
that combines leading clinicians with world-class scientists,
pathologists, bioinformaticians and laboratory medicine
professionals, will combine Mayo Clinic's next generation
sequencing capabilities and world-class biobank with CGI's
scientific leadership, disease-focused genomic knowledge and
commercial acumen.  CGI recently invested $1 million in Oncospire,
and will invest up to an additional $5 million upon achieving
project development milestones.

Presenters at the event include Gianrico Farrugia, M.D., director
of Mayo Clinic's Center for Individualized Medicine, R.S.K.
Chaganti, Ph.D., founder and chairman of CGI and the William E.
Snee Chair of Cell Biology and Medicine at Memorial Sloan-
Kettering Cancer Center; and Panna Sharma, president and CEO of
CGI.

A copy of the slide presentation is available in the investors
section at http://www.cancergenetics.com/

                       About Cancer Genetics

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

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

The Company's balance sheet at Sept. 30, 2013, showed $14.30
million in total assets, $9.42 million in total liabilities and
$4.88 million in total stockholders' equity.


CD HALL: Chapter 11 Case Summary & 6 Unsecured Creditors
--------------------------------------------------------
Debtor: CD Hall LLC
        5348 N. Rainbow Avenue
        Las Vegas, NV 89130

Case No.: 13-20032

Chapter 11 Petition Date: November 29, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. Laurel E. Davis

Debtor's Counsel: Nedda Ghandi, Esq.
                  GHANDI LAW OFFICES
                  601 South 6th Street
                  Las Vegas, NV 89101
                  Tel: (702) 878 1115
                  Fax: (702) 447 9995
                  Email: bankruptcy@ghandilaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jhonna Diller, managing member.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb13-20032.pdf


CENGAGE LEARNING: Panel Has OK for Ed Stanford as Industry Expert
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
granted the Official Committee of Unsecured Creditors of Cengage
Learning, Inc., et al., permission to retain Ed Stanford as
textbook market and industry expert to the Committee, nunc pro
tunc to Sept. 10, 2013.

As reported in the TCR on Nov. 4, 2013, the professional services
Mr. Stanford will be required to render include, but are not
limited to, the following:

   (a) assist and advise the Committee in investigating and
       analyzing the Debtors' intellectual property, including
       copyrights, and evaluation and analysis of the Debtors'
       business plan, by providing any necessary industry
       knowledge or analysis;

   (b) provide support to the Committee in the filing of any
       necessary motions, applications, answers, orders, reports,
       and papers in support of positions taken by the Committee
       in which knowledge of industry practice is needed;

   (c) attend meetings and provide support in the form of industry
       knowledge and analysis for the Committee's negotiations
       with the representatives of the Debtors and secured
       creditors and other parties in interest;

   (d) assist the Committee in the review, analysis, and
       negotiation of any plan of reorganization or liquidation
       that may be filed and to assist the Committee in the
       review, analysis, and negotiation of the disclosure
       statement accompanying any plan of reorganization or
       liquidation as that review pertains to intellectual
       property, including copyright assets, total enterprise
       analysis, or other financial or industry analysis;

   (e) prepare expert reports and provide expert testimony as
       needed in any litigation;

   (f) testify, as appropriate, before the Court, and other
       courts in which matters may be heard; and

   (g) perform other valuation services as may be required or
       deemed to be in the interests of the Creditors' Committee.

Mr. Stanford's current hourly rate for work of this nature is
$425 per hour.  He will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Mr. Stanford 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 Cengage Learning

Stamford, Connecticut-based 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.  Second-
lien 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
conclusions on, among other things, the value of those sources of
potential recoveries.


CENGAGE LEARNING: Panel Can Retain CRA Int'l as Copyright Expert
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
granted the Official Committee of Unsecured Creditors of Cengage
Learning, Inc., et al., permission to retain CRA International,
Inc., doing business as Charles River Associates, as copyright and
intellectual property valuation consultants and experts for the
Committee, nunc pro tunc to Sept. 10, 2013.

As reported in the TCR on Nov. 4, 2013, the Committee requires CRA
International to:

   (a) assist and advise the Committee in investigating and
       analyzing the Debtors' intellectual property, including
       copyrights;

   (b) provide support to the Committee in the filing of any
       necessary motions, applications, answers, orders, reports,
       and papers in support of positions taken by the Committee
       relating to the valuation and evaluation of intellectual
       property, including copyrights;

   (c) attend meetings and negotiate with the representatives
       of the Debtors and secured creditors and other parties in
       interest with regard to the intellectual property,
       including copyrights;

   (d) assist the Committee in the review, analysis, and
       negotiation of any plan of reorganization or liquidation
       that may be filed and to assist the Committee in the
       review, analysis, and negotiation of the disclosure
       statement accompanying any plan of reorganization or
       liquidation as that review pertains to intellectual
       property, including copyright assets;

   (e) review necessary materials and advise the Committee with
       respect to the sale, license, or other disposition of any
       intellectual property, including copyrights;

   (f) prepare expert reports and provide expert testimony as
       needed in any litigation, and testify, as appropriate,
       before this Court, and other courts in which matters may be
       heard regarding intellectual property, including
       copyrights; and

   (g) perform, at the direction of the Committee, such other
       expert services as may be required or deemed to be in the
       interests of the Creditors' Committee.

CRA International's current rates for work of this nature range
from $205 to $625 per hour.

CRA International will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Scott D. Phillips, vice president of CRA International, 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 Cengage Learning

Stamford, Connecticut-based 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.  Second-
lien 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
conclusions on, among other things, the value of those sources of
potential recoveries.


CHINA TELETECH: Incurs $896,000 Net Loss in Third Quarter
---------------------------------------------------------
China Teletech Holding, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $896,821 on $5.45 million of sales for the three
months ended Sept. 30, 2013, as compared with net income of
$112,491 on $8.56 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 $1.56 million on $24.52 million of sales as compared
with net income of $2.71 million on $19.64 million of sales for
the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed
$1.71 million in total assets, $2.13 million in total liabilities,
and a $418,679 total stockholders' deficit.

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

                        http://is.gd/txKnwE

                        About China Teletech

Tallahassee, Fla.-based China Teletech Holding, Inc., is a
national distributor of prepaid calling cards and integrated
mobile phone handsets and a provider of mobile handset value-added
services.  The Company is an independent qualified corporation
that serves as one of the principal distributors of China Telecom,
China Unicom, and China Mobile products in Guangzhou City.

On June 30, 2012, the Company strategically sold its wholly-owned
subsidiary, Guangzhou Global Telecommunication Company Limited
("GGT"), to a third party.  GGT was engaged in the trading and
distribution of cellular phones and accessories, prepaid calling
cards, and rechargeable store-value cards.

China Teletech disclosed net income of US$53,542 on US$26.62
million of sales for the year ended Dec. 31, 2012, as compared
with a net loss of US$348,124 on US$18.84 million of sales for the
year ended Dec. 31, 2011.

WWC, P.C., in San Mateo, California, issued a "going concern"
qualification on the consolidated financial statements for the
quarter ended June 30, 2013.  The independent auditors noted that
the Company has incurred substantial losses, and has difficulty to
pay the People's Republic of China government Value Added Tax and
past due Debenture Holders Settlement, all of which raise
substantial doubt about its ability to continue as a going
concern.


COMPETITIVE TECHNOLOGIES: Incurs $602,000 Net Loss in 3rd Quarter
-----------------------------------------------------------------
Competitive Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $602,209 on $290,042 of product sales for the three
months ended Sept. 30, 2013, as compared with a net loss of
$596,889 on $310,867 of product sales for the same period a year
ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $2.06 million on $426,142 of product sales as compared
with a net loss of $2.33 million on $703,113 of product sales for
the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed
$4.70 million in total assets, $10.42 million in total
liabilities, and a $5.71 million total shareholders' deficit.

"The Company has incurred operating losses since fiscal 2006.  The
Company has taken steps to significantly reduce its operating
expenses going forward and expects revenue from sales of Calmare
medical devices to grow.  However, even at the reduced spending
levels, should the anticipated increase in revenue from sales of
Calmare devices not occur the Company may not have sufficient cash
flow to fund operating expenses beyond the first quarter of 2014.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern."

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

                         http://is.gd/fC8fFf

                    About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

Competitive Technologies incurred a net loss of $3 million on
$546,139 of gross profit from product sales in 2012, as compared
with a net loss of $3.59 million on $1.86 million of gross profit
from product sales in 2011.

Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman
McCann P.C.), 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 incurred operating losses since fiscal year
2006.


CYCLONE POWER: Releases Progress Letter to Shareholders
-------------------------------------------------------
Cyclone Power Technologies has filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q for the
period ended Sept. 30, 2013, and has released the following
progress report to its shareholders:

Dear Shareholders:

Warm greetings from South Florida!  Through the third quarter of
2013, Cyclone has made substantial advancements in our core
technology, added key partners to assist in the commercialization
of our engines, and continued to generate revenue and decrease
operating expenses.  Our Quarterly Report on Form 10-Q was filed
with the Securities & Exchange Commission this week, and we urge
our shareholders to review it.  Notable achievements during the
period and additional forward looking information are highlighted
below:

Continued Revenue & Decreased Expenses

Cyclone generated $715,382 of revenue during the nine month period
ended September 30, 2013, which was slightly less than the same
period in 2012 of $882,490.  However, operating expenses for the
2013 period decreased approximately 23% and net loss decreased
approximately 12% over the same period in 2012.  Management has
made a sincere effort to cut costs and focus resources on revenue-
producing projects that are most likely to result in widely
marketable products.  We are extremely encouraged by this positive
trend which will form the foundation for future growth, including
the commencement of engine sales in 2014.

Technology and Business Advancements

The Company has made considerable progress towards the
commercialization of our Waste Heat Engine.  This summer we
commenced work with The Ohio State University's Center for
Automotive Research (CAR), and in just a few months they conducted
extensive internal dynamic analysis and, in conjunction with
Cyclone's engineering team, assisted in updating the design and
completing the re-build of this compact external heat engine.  The
resulting model - labeled the WHE-DR, which stands for "delta" (3
cylinders) and "rotary" valve - has now demonstrated increased
durability, decreased noise and vibration, and the elimination of
over 60% of its moving parts.  This is expected to cut
manufacturing costs in half, thereby greatly increasing overall
marketability of this product.

Based on these advancements, our plan is to start transitioning
the WHE-DR to limited scale manufacturing by the end of this year
and have our first-release engines delivered to customers in Q1/Q2
of 2014.  It is important to understand that these engines will
not be available for widespread commercial sales just yet.
Rather, these engines will be sold to our "vertical technology"
partners - companies including Phoenix Power that integrate our
engines with waste motor oil furnaces, B&W Constructors that
builds methane digesters and flares for small pig farms, and Clean
Carbon that works with technologies like biochar kilns to convert
agricultural waste to usable byproducts.

These three customers have already provided letters of interest
for the first 300 engines we produce, and Phoenix has committed to
a minimum of 6,000 engines over the first five years in order to
maintain its full licensing rights.  There are also hundreds of
other companies that manufacture heat producing equipment for
which our WHE-DR will provide a material "value-add" to the end-
user in the generation of shaft power from otherwise wasted heat.
Our sales projections for the first-release WHE-DR are
approximately $2 million in 2014 ? revenue which will support the
mass manufacturing phase of product development.

We believe that the team we have compiled over the last few
months, including CAR and our manufacturer Precision CNC, provide
greater credence to our forecasts for product readiness.  These
partners significantly increase our collective skills, knowledge
and resources in technology commercialization.  Management hopes
that our shareholders realize how important this team-building is
to the success of our growing business, and how we have made great
strides in these pursuits over the last year.

Our focus this year has been to bring products to market as
efficiently as possible.  Because of these strategic choices,
there are some projects that will not be completed in 2013 as
previously discussed.  The delivery date of our U.S. Army contract
has been bi-laterally extended until April 2014, in part due to
government delays outside of our control.  Additionally, we have
not had the resources to devote to our Land Speed Record attempt,
and therefore, have put it on hold this year.  Similarly, our
Combilift project will be extended into 2014.  Both the LSR
streamliner and the Combilift equipment will utilize the Mark 5
model engine, which is truly a remarkable product that we will
finish prototyping in 2014.  These announcements should not
disappoint, but rather reassure our shareholders that we are
focused on completing our first product (the WHE) that will
provide significant sales revenue starting next year.

Capital Markets and Funding

We have seen continued pressure on the public stock market side of
our business.  Admittedly, this is partly because our development
has taken longer than previously anticipated, which is addressed
above.  It is also a result of certain promissory notes being
converted to common stock and sold into the market over the last
few quarters.  Like many other micro-cap entities, Cyclone issued
these convertible notes over the last year to fund a material
portion of our operational and R&D shortfall.  The Company is
grateful to these funding groups, and understands that liquidating
their positions at note maturity is a standard investment
strategy.

As a long term stock holder, one should not correlate these
selling activities with the progress of our business model and the
viability of our technology.  Further, some positive consequences
have resulted from our reduced market capitalization; namely, at
our current valuation we now fit the models of many more strategic
long-term investor groups. To these clean-tech and green-energy
funding sources we believe that our story is quite compelling, as
Cyclone has demonstrated:

   -- Globally patented engine technology with potentially "game
      changing" attributes

   -- Worldwide markets with a current invested customer base that
      includes the U.S. Army

   -- Focused path to commercialization for our initial engine
      products, which is showing clear results

   -- Experienced technical team, manufacturing experts, and
      management that is finding its stride

   -- Current revenue with consistent sales forecasted to start
      next year

Our shareholders and supporters must not overlook these strengths
of Cyclone, as they truly separate us from the vast majority of
"micro-cap" companies out there.  We are proud of and energized by
these accomplishments, and will continue to work diligently until
they have yielded results for our shareholders.

On behalf of the entire Cyclone team, thank you for your support.

Sincerely,

Harry Schoell
Chairman

Christopher Nelson
President

                        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.  The
Company's balance sheet at June 30, 2013, showed $1.36 million
in total assets, $4.26 million in total liabilities and a $2.89
million total stockholders' deficit.

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.


DC DEVELOPMENT: Files Proposed Plan of Liquidation
--------------------------------------------------
D.C. Development, LLC ("DCD"), Recreational Industries, Inc.
("RI"), Wisp Resort Development, Inc. ("WRD") and The Clubs at
Wisp, LLC ("TWC"), and the Official Committee of Unsecured
Creditors appointed in the Debtors' Chapter 11 cases, filed with
the U.S. Bankruptcy Court for the District of Maryland on a
proposed Joint Chapter 11 Plan of Liquidation dated Nov. 11, 2013.

According to the explanatory Disclosure Statement, the primary
purpose of the Plan is to liquidate the remaining non-Cash assets
of the Debtors to Cash and to distribute the Cash to the holders
of Allowed Claims against the Estates consistent with the
provisions of the Plan and the Bankruptcy Code.

Following the sales of substantially all of the Debtors' business
assets, the Debtors' remaining assets include: (i) Cash; (ii) the
Avoidance Actions and proceeds therefrom; (iii) the Roads and Open
Space Real Property; (iv) a time share at the Ritz Carlton in
Aspen, Colorado owned by TCW; and (v) the real properties subject
to the Secured Claims of United Bank and Clear Mountain Bank,
which remain owned by DCD as of the date of this Disclosure
Statement, described in Article 4.1 of the Plan.

The Plan Administrator appointed under the Plan will prosecute and
attempt to liquidate the Avoidance Actions to Cash.  Because the
Roads and Open Space Real Property are not believed to have
salability, they will be deemed abandoned (and possibly gifted to
a third party) if still owned by DCD on the Effective Date.  The
Plan Administrator intends either to permit Centra Bank and Clear
Mountain Bank to foreclose on the real properties subject to their
respective Liens, or to surrender the properties by providing a
deed in lieu of foreclosure.

Only the holders of General Unsecured Claims in Classes 3A, 3B, 3C
and 3D are entitled to vote on the Plan.  No other Classes of
Claims or Interests are entitled to vote.  Holders of Secured
Claims in Classes 1A-D and Priority Non-Tax Claims in Classes 2A-D
are not entitled to vote because they are considered "unimpaired"
and deemed to have accepted the Plan.  Holders of Equity Interests
in Classes 4A-D are not entitled to vote because, while they are
impaired, they will received no distribution or property on
account of their Equity Interests in the Debtors and thus are
deemed to have rejected the Plan.

The holders of Allowed General Unsecured Claims in DCD (Class 3A)
will receive their Pro Rata Share of all remaining distributions
under the Plan after all Allowed Claims in Articles 2.1, 2.2, 2.3,
2.4, and 4.2 are paid in full or otherwise treated as provided for
under the Plan.

The holders of Allowed General Unsecured Claims in RI (Class 3B)
will receive their Pro Rata Share of all remaining distributions
under the Plan after all Allowed Claims in Articles 2.1, 2.2, 2.3,
2.4, and 4.2 are paid in full or otherwise treated as provided for
under this Plan.  In addition, holders of Allowed Claims in Class
3B, except for BB&T, also will receive their Pro Rata Share of the
BB&T GUC Payment, notwithstanding whether Allowed Claims against
RI are paid in full or in part.

The holders of Allowed General Unsecured Claims in WRD (Class 3C)
will receive their Pro Rata Share of all remaining distributions
under the Plan after all Allowed Claims in Articles 2.1, 2.2, 2.3,
2.4, and 4.2 are paid in full or otherwise treated as provided for
under the Plan.

The holders of Allowed General Unsecured Claims in TWC (Class 3D
will receive their Pro Rata Share of all remaining distributions
under the Plan after all Allowed Claims in Articles 2.1, 2.2, 2.3,
2.4, and 4.2 are paid in full or otherwise treated as provided for
under the Plan.

A copy of the Disclosure Statement is available at:

       http://bankrupt.com/misc/dcdevelopment.doc847.pdf

              About D.C. Development, LLC, et al.

D.C. Development, LLC, Recreational Industries, Inc., Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC (together, the
"Debtors") operated a ski resort and real estate development
companies generally known as "Wisp Resort," comprising of
approximately 2,200 acres of master planned and fully entitled
land, 32 ski trails covering 132 acres of skiable terrain with 12
lifts and two highly-rated golf courses.

Best known for its ski area and winter-related activities, the
resort transcends seasonal limits and provides year round
attractions with its location by Deep Creek Lake.  The ski resort
was the centerpiece of the Wisp Resort and the Debtors' various
businesses.

DCD is a limited liability company formed under Maryland law for
the purpose of purchasing land surrounding Deep Creek Lake and
Wisp Resort.  RI is a corporation formed under Maryland law for
the purpose of operating the Wisp Resort's activities, including
the management of the Wisp Resort Hotel and retail venues,
downhill skiing, cross country skiing, snowmobile tours, chairlift
rides, Wisp Resort Golf Course, Mountain Coaster, Outdoor
Adventures, snowtubing park, Haunted House, Flying Squirrel canopy
tour, Chipmunk Challenge course, Segway tours, and Mountain Buggy
tours.

WRD is a corporation formed under Maryland law for the purpose of
serving as the developing entity for the Lodestone subdivisions
and future subdivisions.  TCW is a limited liability company
formed under Maryland law for the purpose of developing certain
real estate and owning and operating the club facilities of the
Wisp Resort including; Lodestone Golf Course and Club
("Loadstone"), Lakeside Club, and future Alpine Club.

The Debtors' most critical problem began in connection with the
Lodestone project.  Following a highly successful 2006, WRD
entered into the BB&T Loan with BB&T.  Because of an alleged
default under the BB&T loan modification, on July 19, 2011, BB&T
obtained a confessed judgment in the Circuit Court for Garrett
County, Maryland, Case No. 11-C-11-12151 against the Debtors in an
amount exceeding $34,444,645 (the "Confessed Judgment").  As a
result of the Confessed Judgment, the Debtors filed for protection
under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court.

D.C. Development, LLC, Recreational Industries, Inc., Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, filed for Chapter
11 bankruptcy (Bankr. D. Md. Lead Case No. 11-30548) on Oct. 15,
2011, after defaulting on nearly $30 million in loans from BB&T
Corp. to build the golf course community.  D.C. Development
disclosed $91,155,814 in assets and $46,141,245 in liabilities as
of the Chapter 11 filing.

The Debtors engaged James A. Vidmar, Esq. at Logan, Yumkas, Vidmar
& Sweeney LLC as counsel and tapped Invotex Group as financial
restructuring consultant. SSG Capital Advisors, LLC, serves as
exclusive investment banker to the Debtors.  The Official
Committee of Unsecured Creditors has tapped Cole, Schotz, Meisel,
Forman & Leonard, P.A. as counsel.


DESIGNLINE CORP: Court Approves Sale of Assets to Wonderland
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina approved on Nov. 1, 2013, the sale of substantially all
of the assets of DesignLine Corp. to Wonderland Investment Group,
Inc., whose bid of $1.6 million for the assets prevailed over six
other qualified bidders at the auction on Oct. 28, 2013.

The sale does not include the Debtors' assumption and assignment
of any executory contracts or leases.  However, as set forth in
the APA, the Debtors will discuss with the Buyer the Buyers'
future desire to assume or reject any contracts that the Buyer
determines it would like to assume.

The next highest bidders for the Assets were (i) Great American
Global Partners, LLC, which bid $1,125,000 for the Debtors'
equipment, inventory and office equipment and furniture, including
inventory in transit, and (ii) the Cyrus Entities which credit bid
$475,000 of its $1.5 million post-petition financing for the
Debtors' intellectual property.

The proceeds from the sale of the Assets will be immediately paid
by the Debtors as follows:

  A. $1,376,913 to the DIP Lenders to pay down the DIP Credit
     Facility; and

  B. $223,008.00 to the Specified Vehicle Lien Lenders.

A copy of the Asset Purchase Agreement dated Oct. 29, 2013, is
available at http://bankrupt.com/misc/designline.doc192.pdf

                       About DesignLine

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

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

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

A five-member unsecured creditors panel has been appointed in the
Debtors' cases. Moon Wright & Houston PLLC and Benesch,
Friedlander, Coplan & Aronoff LLP are co-counsel to the Committee.
The Committee tapped to retain CBIZ MHM, LLC as their financial
advisor.


DESIGNLINE CORP: Committee Gets Chapter 11 Trustee
--------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina has approved the Official Committee of Unsecured
Creditors of DesignLine Corp.'s motion for the appointment of a
Chapter 11 trustee to administer the bankruptcy cases.

Pursuant to the order, Elaine T. Rudisill is appointed the
Chapter 11 trustee of the Debtors, in accordance with the terms
set forth on the record at the hearing, with all rights, duties,
and responsibilities as set forth in 11 U.S.C. Section 1106.  The
Court further ordered the Trustee to obtain a bond in an amount to
be determined after consultation with the United States Bankruptcy
Administrator.

In its motion for the appointment of a Chapter 11 trustee, the
Committee said that the sale of the Debtors' assets to Wonderland
Investment Group, Inc., which submitted the highest and best bid
of $1.6 million for substantially all of the Debtors' assets,
failed to satisfy the outstanding obligations owed to the Debtors'
debtor-in-possession lender or to provide any benefit to the
Debtors' unsecured creditors.

The Committee related that during the course of its ongoing
investigation of the Debtors' affairs, it had come to believe that
there are valuable causes of action belonging to the bankruptcy
estates, and that the appointment of a Chapter 11 trustee would
best preserve these causes of action for the benefit of unsecured
creditors which have, to date, not received any benefit from the
administration of the Debtors' estates.

                         About DesignLine

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

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

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

A five-member unsecured creditors panel has been appointed in the
Debtors' cases. Moon Wright & Houston PLLC and Benesch,
Friedlander, Coplan & Aronoff LLP are co-counsel to the Committee.
The Committee tapped to retain CBIZ MHM, LLC as their financial
advisor.


DOGWOOD PROPERTIES: Has Final OK to Use Sycamore's Cash Collateral
------------------------------------------------------------------
On Nov. 5, 2013, the U.S. Bankruptcy Court for the Western
District of Tennessee entered a final agreed order authorizing
Dogwood Properties, G.P., to use cash collateral of Sycamore Bank.

In lieu of any restrictions on the use of the cash collateral of
Sycamore Bank, Debtor will make adequate protection payments to
the bank of $2,179.44 per month beginning on or before Dec. 10,
2013, pending further orders of the Court.

The Debtor will make a payment to Sycamore Bank in November, 2013
according to the terms of the Agreed Interim Order of Debtor's
Motion.  As reported in the TCR on Feb. 27, 2013, Sycamore Bank is
owed $457,000 secured by 3 rental homes.

                           About Dogwood

Dogwood Properties, G.P., owns and operates 110 single-family
rental homes, all located in Shelby and DeSoto counties in
Tennessee.  The total value of its real estate holdings is
estimated to be $9,985,000.  Dogwood has nine secured lenders who
are owed a total of approximately $14,486,000.

Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 13-21712) on Feb. 16, 2013.  Judge Jennie D. Latta
presides over the case.  Russell W. Savory, Esq. at Gotten,
Wilson, Savory & Beard, PLLC, serves as the Debtor's counsel.


DOGWOOD PROPERTIES: Agreement on Revenue's Plan Objection Okayed
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
entered, on Nov. 5, 2013, a Consent Order resolving the Tennessee
Department of Revenue's objection to Dogwood Properties, G.P.'s
Third Amended Plan of Reorganization.

The Court ordered that:

   1. The terms of the Consent Order supersede any contrary terms
contained in the Plan, whether proposed, confirmed, or amended;

   2. Debtor's Plan will be amended to provide for Revenue's
$8,211.99 claim to be paid in full via regular cash installments
over a period not to exceed 5 years from the date of the order for
relief with interest at an annual rate of 7.25%;

   3. Upon confirmation, the automatic stay is terminated, and any
default in payment to Revenue will authorize Revenue to pursue
further collection of the total outstanding balance owed by Debtor
without further order of the Court.

   4. The Tennessee Department of Revenue accepts the Plan as
modified herein.

As reported in the TCR on Nov. 4, 2013, Robert E. Cooper, Jr., the
Tennessee Attorney General, on behalf of the Tennessee Department
of Revenue, objects to confirmation of Dogwood Properties, G.P.'s
Third Amended Chapter 11 Plan of Reorganization, citing:

   1. The Tennessee Department of Revenue has a claim in the
amount of $8,211.99 for unpaid Business County, Business City, and
Franchise and Excise taxes.  This claim is entitled to priority
treatment pursuant to 11 U.S.C. Section 507(a)(8).

   2. In Chapter 11s, the total value of tax claims are to be
repaid in full via regular cash installments over a period not to
exceed 5 years from the date of the order for relief. 11 U.S.C.
Section 1129(a)(9)(C).

   3. To enable tax creditors to receive the total present value
of their claims, the applicable nonbankruptcy law interest rate
applies. 11 U.S.C. Section 511(a).

   4. The interest rate in effect at the time the bankruptcy
petition was filed was 7.25%. Tenn. Code Ann. Section 67-1-801;
http://www.tennessee.gov/revenue/library/interestrate.shtml

   5. The proposed Plan does not comply with 11 U.S.C. Section
1129(a)(9)(C) because it (1) fails to provide for regular
payments, and (2) fails to provide for a 7.25% interest rate.

                  Third Amended Chapter 11 Plan

The Debtor filed with the U.S. Bankruptcy Court for the Western
District of Tennessee on Sept. 20, 2013, a Third Amended Plan of
Reorganization.

The Plan will be carried out and funded by future rental income
generated by the Debtor.

Under the Plan:

   * Unsecured priority claims (Class 2) will be paid in full
within 60 months following the Petition Date of Feb. 16, 2013.

   * Holders of general unsecured claims (Class 23) will recover
100% in 360 equal monthly installments beginning on or before 90
days after the Effective Date of the Plan without interest.

   * The existing equity interest in the Debtor (Class 24) will be
retained.

A copy of the Third Amended Chapter 11 Plan is available at:

      http://bankrupt.com/misc/dogwoodproperties.doc235.pdf

                           About Dogwood

Dogwood Properties, G.P., owns and operates 110 single-family
rental homes, all located in Shelby and DeSoto counties in
Tennessee.  The total value of its real estate holdings is
estimated to be $9,985,000.  Dogwood has nine secured lenders who
are owed a total of approximately $14,486,000.

Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 13-21712) on Feb. 16, 2013.  Judge Jennie D. Latta
presides over the case.  Russell W. Savory, Esq. at Gotten,
Wilson, Savory & Beard, PLLC, serves as the Debtor's counsel.


DUMA ENERGY: Unanimous Changed to Majority Vote in Bylaws
---------------------------------------------------------
The board of directors of Duma Energy Corp. approved a change to
its Bylaws effective on Nov. 18, 2013.  Article II Section 14 of
the Bylaws was amended in its entirety to be as follows:

                     ARTICLE II. STOCKHOLDERS

     Section 14.  ACTION WITHOUT MEETING.  No action shall be
     taken by the stockholders except at an annual or special
     meeting of stockholders called in accordance with these
     Bylaws, or by the majority written consent of the
     stockholders in accordance with Chapter 78 of the Nevada
     Revised Statutes.

Previously, the Bylaws had required a unanimous written consent of
stockholders for stockholder action by consent.

                         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.


DYNAVOX INC: Incurs $9.5 Million Net Loss in Fiscal 2013
--------------------------------------------------------
DynaVox Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to the Company of $9.53 million on $64.95 million of
net sales for the year ended June 28, 2013, as compared with a net
loss attributable to the Company of $18.45 million on $97.31
million of net sales for the year ended June 29, 2012.

The Company's balance sheet at June 28, 2013, showed
$34.94 million in total assets, $27.17 million in total
liabilities, and $7.76 million in total equity.

Deloitte & Touche LLP, in Pittsburgh, Pennsylvania, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 28, 2013.  The independent
auditors noted that the Corporation's default under the 2008
Credit Facility and the continuing decline in revenue, earnings,
and cash flows from historical levels raise substantial doubt
about its ability to continue as a going concern.

                        Bankruptcy Warning

"All obligations under the 2008 Credit Facility are
unconditionally guaranteed by the immediate holding Company parent
of DynaVox Systems LLC and each of DynaVox Systems LLC's existing
and future wholly-owned domestic subsidiaries.  The 2008 Credit
Facility and the related guarantees are secured by substantially
all of DynaVox Systems LLC's present and future assets and all
present and future assets of each guarantor on a first lien basis.
In the event of an acceleration of our obligations and our failure
to pay the amount that would then become due, the holders of the
2008 Credit Facility could seek to foreclose on our assets, as a
result of which we would likely need to seek protection under the
provisions of the U.S. Bankruptcy Code.  In that event, we could
seek to reorganize our business or attempt to sell our
business/assets as a going concern.  The Company could also be
forced into a chapter 7 liquidation, under which a chapter 7
trustee could be required to liquidate our assets.  In any of
these events, whether the stockholders receive any value for their
shares is highly uncertain.  If we needed to liquidate our assets,
we might realize significantly less from them than the value that
could be obtained in a transaction outside of a bankruptcy
proceeding.  The funds resulting from the liquidation of our
assets would be used first to pay off the debt owed to secured and
unsecured creditors, including the lenders under the 2008 Credit
Facility, before any funds would be available to pay our
stockholders.  If we are required to liquidate under the federal
bankruptcy laws, it is unlikely that stockholders would receive
any value for their shares," the Company said in the Annual
Report.

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

                        http://is.gd/nFYV33

                         About DynaVox Inc.

DynaVox Inc. (OTC: DVOX) is a holding Company with its
headquarters in Pittsburgh, Pennsylvania, whose primary operating
entities are DynaVox Systems LLC and Mayer-Johnson LLC.  DynaVox
provides speech generating devices and symbol-adapted special
education software to assist individuals in overcoming their
speech, language and learning challenges.


DUNLAP OIL: Dec. 11 Hearing on Bid to Terminate Cash Access
-----------------------------------------------------------
The U.S. Bankruptcy Court will convene a hearing on Dec. 11, 2013,
at 1:45 p.m., to consider Pineda Grantor Trust II's motion for:

   1. immediate stay relief and termination of Dunlap Oil Company,
      Inc., and Quail Hollow Inn, LLC's authority to use cash
      collateral; and

   2. alternative motion to convert the Chapter 11 case to one
      under Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Nov. 18, 2013,
Pineda Grantor asked the Court to enter an order immediately
terminating the automatic stay with respect to all of Pineda's
liens on Dunlap Oil Company, Inc., and Quail Hollow Inn, LLC's
property, both real and personal so that Pineda may obtain the
appointment of a receiver and take such other actions as are
necessary to protect its security interest.

Pineda also asked the Court to terminate the Debtors' continuing
authority to use cash collateral, citing that the Debtors have
failed to meet the burden of proving that the creditor's interest
is adequately protected.

Alternatively, Pineda asks the Bankruptcy Court to convert the
Debtors' cases to one under Chapter 7 of the Bankruptcy Code.

Pineda explained: "QHI's undisclosed, unauthorized transfer of at
least $177,000 of Pineda's cash collateral [to a 'related party'
-- presumably Dunlap Oil Company] constitutes an extraordinary
violation of the cash collateral orders entered by this Court and
its duties as a debtor-in-possession.  It is also likely avoidable
as a fraudulent transfer and/or an unauthorized post-petition
transfer.  Whether or not the funds have been returned, the fact
that the Debtors' management transferred them in the first place
demonstrates their inability and untrustworthiness to continue
managing this estate and their creditors' cash collateral.

"Pineda's interest in its remaining collateral is not adequately
protected.

". . . . the operating reports filed by the Debtors since the
close of that hearing [on Pineda's motions for stay relief stay
and on confirmation of the Debtors' Plan] firmly establish that
reorganization is impossible, and that creditors will only be
harmed by the Debtors' continuing management of their business.
There is cause for immediate stay relief under the circumstances
of this case.

"Stay relief is also appropriate under 11 U.S.C. Section 62(d)(2),
as Debtors agree there is no equity in the properties securing
Pineda's claim, and the Debtors have failed to meet their burden
of proving those properties are necessary for an effective
reorganization."

Pineda is represented by:

     David Wm. Engelman, Esq.
     Bradley D. Pack, Esq.
     ENGELMAN BERGER, P.C.
     3636 North Central Avenue, Suite 700
     Phoenix, AZ 85012
     Tel: (602) 271-9090
     Fax: (602) 222-4999
     E-mail: dwe@eblawyers.com
             bdp@eblawyers.com

A copy of the Pineda's Emergency Motion for Immediate Stay Relief
and termination of cash collateral authority; and alternative
motion to convert to Chapter 7 for cause is available at:

              http://bankrupt.com/misc/dunlap.doc412.pdf

               About Dunlap Oil and Quail Hollow Inn

Dunlap Oil Company, Inc., and Quail Hollow Inn, LLC, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 12-23252 and
12-23256) on Oct. 24, 2012.  Founded in 1958, Dunlap Oil is a
Willcox, Arizona-based operator of 14 gasoline services stations.
QOH owns the 89-room outside corridor Best Western Plus Quail
Hollow hotel in Willcox.  The two companies are owned and operated
by the Dunlap family.

The Hon. Brenda Moody Whinery presides over the case.  John R.
Clemency, Esq., and Lindsi M. Weber, Esq., at Gallagher & Kennedy,
P.A., serve as the Debtors' counsel.  Peritus Commercial Finance
LLC serves as financial advisor.  Quail Hollow Inn also hired
Sally M. Darcy of McEvoy Daniels & Darcy P.C. for the limited
purpose of handling any claims, issues, and/or disputes between
QHI and Best Western International, Inc.  The Debtors' lead
counsel, Gallagher & Kennedy, P.A., has a conflict precluding its
representation of the Debtor in matters relating to Best Western.

QOH declared assets of at least $1 million and debts exceeding
$10 million.  DOC estimated assets and debts of $10 million to
$50 million.

The petitions were signed by Theodore Dunlap, president.

Ilene J. Lashinsky, the U.S. Trustee for Region 14, has appointed
three creditors to serve on an Official Committee of Unsecured
Creditor for the Chapter 11 bankruptcy case of Dunlap Oil Company.
The Committee tapped Nussbaum Gillis & Dinner, P.C. as its
counsel.

Pineda Grantor Trust II, successor-in-interest to Compass Bank, is
represented by Steven N. Berger, Esq., and Bradley D. Pack, Esq.,
at Engelman Berger, P.C.

Canyon Community Bank NA is represented by Pat P. Lopez III, Esq.,
Rebecca K. O'Brien, Esq., and Jeffrey G. Baxter, Esq., at Rusing
Lopez & Lizardi, P.L.L.C.


EAGLE BULK: Posts $37.6-Mil. Net Loss for Sept. 30 Quarter
----------------------------------------------------------
Eagle Bulk Shipping Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $37.63 million on $38.98 million of revenues for the
three months ended Sept. 30, 2013, compared to a net loss of
$29.84 million on $46.85 million of revenues for the same period
last year.

The Company's balance sheet at Sept. 30, 2013, showed
$1.75 billion in total assets, $1.19 billion in total liabilities,
and stockholders' equity of $562.16 million.

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

                       http://is.gd/P0Fxf0

Eagle Bulk Shipping Inc. is engaged in the ocean transportation of
dry bulk cargoes worldwide through the ownership, charter and
operation of dry bulk vessels. The Company's fleet is comprised of
Supramax and Handymax drybulk carriers and the Company operates
its business in one business segment.


EDENOR SA: Board Approves Merger with Emdersa Holding
-----------------------------------------------------
Edenor S.A.'s Board of Directors held a meeting and resolved to
approve basic and consolidated merger special balance sheets of
Edenor S.A., in connection with the merger of Emdersa Holding
S.A., as merged company, and Edenor S.A., as merging and surviving
company, and further resolved to approve the relevant Merger
Prospectus and Plan of Merger, ad referendum of their approval by
the Shareholders` Meeting.

Furthermore, it resolved to call a General Extraordinary
Shareholders' Meeting to be held on Dec. 20, 2013, at 11:30 a.m.,
at Ortiz de Ocampo 3302, Ground Floor, Building 4, City of Buenos
Aires (not at the Company's corporate office), to consider the
items of the agenda to be formally and timely submitted to the
above-referenced Commission and Stock Exchange.

                          About Edenor SA

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

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

The Company's balance sheet at Sept. 30, 2013, showed ARS 7.72
billion in total assets, ARS 6.50 billion in total liabilities and
ARS 1.21 billion in total equity.


EDISON MISSION: Hires KPMG LLP as Tax Consultant
------------------------------------------------
Edison Mission Energy and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the Northern District of
Illinois to employ KPMG LLP as tax consultant, nunc pro tunc to
Oct. 9, 2013.

The Debtors require KPMG LLP to provide the following services:

   (a) evaluation of the tax basis in subsidiary stock for the
       Debtors for U.S. federal and state income tax purposes;

   (b) evaluation and inventory of tax attributes, identification
       of any existing limitations imposed on such attributes, and
       the allocation of such attributes to the Debtors;

   (c) evaluation of the tax basis in their assets for U.S.
       federal and state income tax purposes;

   (d) evaluation of the treatment of all intercompany obligations
       and the potential settlement of such obligations;

   (e) identification of potential U.S. federal, international,
       and state and local income tax implications associated with
       any proposed restructuring alternatives;

   (f) determination of the potential amount of cancellation of
       Indebtedness income and its determination of the effect of
       tax attribute reduction under Section 108 of the Internal
       Revenue Code and applicable state laws;

   (g) determination of any impact on tax attributes under Treas.
       Reg. 1.1502-36 and any applicable state tax laws;

   (h) determination of whether and when an ownership change
       within the meaning of IRC Section 382 may occur, including
       the evaluation of various U.S. federal and state income tax
       elections that may be made by the Debtors;

   (i) tax treatment of any bankruptcy or other transaction-
       related costs and other costs incurred in connection with
       any proposed restructuring alternative; and

   (j) any other matter in connection with the bankruptcy as
       requested by the Debtors and their counsel.

In addition, KPMG may provide other consulting, advice, research,
planning, and analysis regarding tax services as the Debtors shall
deem necessary and appropriate, from time to time.

KPMG LLP will be paid at these hourly rates:

       Partners/Managing Directors     $585-$675
       Senior Managers                 $510-$600
       Managers                        $375-$540
       Senior Associates               $300-$390
       Associates                      $207-$255
       Para-professionals              $120-$189

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

Scott E. Moresco, partner of KPMG 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.

The Court for the Northern District of Illinois will hold a
hearing on the engagement on Dec. 18, 2013, at 10:30 a.m.
Objections, if any, are due Dec. 11, 2013, at 12:00 p.m.

KPMG LLP can be reached at:

       Scott E. Moresco
       KPMG LLP
       Aon Center, Ste 5500
       200 East Randolph Drive
       Chicago, IL 60601-6436
       Tel: (312) 665-3483
       Fax: (312) 665-6000
       E-mail: smoresco@kpmg.com

                      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.


ELBIT IMAGING: Dutch Unit Submits Restructuring Plan
----------------------------------------------------
Elbit Imaging Ltd.'s subsidiary, Plaza Centers N.V., has filed for
reorganization proceedings with the District Court of Amsterdam in
the Netherlands and submitted a restructuring plan to the Court.
Pursuant to Dutch reorganization proceedings, the Court appoints
an administrator to manage the affairs of Plaza together with
existing management; ordinary unsecured creditors of Plaza become
subject to a stay and Plaza has the ability to restructure its
debts during the moratorium with majority consent of its
creditors.  Throughout the restructuring process Plaza intends to
continue its business activities as normal.

Plaza announced that the Court has granted its application for
preliminary suspension of payment proceedings.  The Court has
appointed an administrator and a supervisory judge.  In its
announcement, Plaza stated that throughout the restructuring
process, it intends to continue its business activities as normal,
and that its team will manage its affairs alongside the
administrator.

Plaza noted further, that in order to resolve its liquidity
situation, it has filed with the Court a restructuring plan
proposed to its creditors.  This restructuring plan proposes a
deferral of the obligations of Plaza for a period of three to four
years, or shorter if cash flow permits, without requiring the
bondholders to take a loss on the par value of their investments.
During the restructuring process Plaza's creditors are subject to
a moratorium.  In addition, Plaza noted that it will approach its
creditors in the coming weeks to seek approval for the
restructuring plan, which, it believes, can be implemented during
the Court supervised process with majority consent.  According to
Plaza announcement, the Court has determined that Plaza's
creditors meeting for the purpose of voting on the plan will take
place on April 17, 2014, at the court in Amsterdam and that
creditors can file their claims for voting purposes with the
administrator before April 3, 2014.

Plaza stated that the reorganization proceedings and the
subsequent implementation of the restructuring plan will provide
it with the ability to resolve its immediate liquidity situation
in order to protect its continuity and preserve value for its
stakeholders and creditors.

Plaza stated that it believes, that notwithstanding its immediate
challenges, it continues to have a strong balance sheet, with a
positive current net asset value, and owns assets and development
opportunities that offer the potential to deliver positive returns
over the medium to long term.  Accordingly, Plaza believes that,
on a going concern basis, Plaza retains significant value for its
stakeholders and will be able to repay its creditors in full.
Plaza stated further, that by contrast, its board is certain that
a forced liquidation would cause shareholders and creditors to
incur significant losses.

Plaza expects that the restructuring process will be completed
within a period of six months.  Upon implementation of the plan,
Plaza is confident it will be able to repay its creditors in full
and return to generating significant value for its stakeholders,
securing its viability for the future.

For further information on the current situation, the content of
the restructuring plan and the further process, visit Plaza's Web
site http://www.plazacenters.com/index.php?p=debt_restructuring

Plaza expects that the trading of its securities might be
suspended for a limited period.

                        About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08
million of total revenues for the year ended Dec. 31, 2012, as
compared with a loss of NIS247.02 million on NIS586.90 million of
total revenues for the year ended Dec. 31, 2011.

Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed
substantial doubt about Elbit Imaging's ability to continue as a
going concern following the financial results for the year ended
Dec. 31, 2012.

The Certified Public Accountants noted that in the period
commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to
repay its debenture holders NIS 599 million (principal and
interest).  "Said amount includes NIS 82 million originally
payable on Feb. 21, 2013, that its repayment was suspended
following a resolution of the Company's Board of Directors.  The
Company's Board also resolved to suspend any interest payments
relating to all the Company's debentures.  In addition, as of
Dec. 31, 2012, the Company failed to comply with certain financial
covenants relating to bank loans in the total amount as of such
date of NIS 290 million.

As of June 30, 2013, the Company had NIS5.80 billion in total
assets, NIS5.19 billion in total liabilities and NIS613.57 million
in shareholders' equity.

Since February 2013, Elbit has intensively endeavoured to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets. In light of the arrangement proceedings, and according
to the demands of most of the bondholders, as well as an agreement
that was signed on March 19, 2013, between Elbit and the Trustees
of six out of eight series of bonds, Elbit is prohibited, inter
alia, from paying off its debts to the financial creditors -- and
as a result a petition to liquidate Elbit was filed, and Bank
Hapoalim has declared its debts immediately payable, threatening
to realize pledges that were given to the Bank on material assets
of the Company -- and Elbit undertook not to sell material assets
of the Company and not to perform any transaction that is not
during its ordinary course of business without giving an advance
notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and Mr.
Zisser have also notified the Company that they utterly reject the
Bank's claims and intend to appeal the Court's ruling.


ELCOM HOTEL: Deal Pegs Residential Association's Claim at $5MM
--------------------------------------------------------------
Collins Ave. Residential Condominium Association, Inc., notified
the U.S. Bankruptcy Court for the Southern District of Florida
that as a result of the communications between Elcom Hotel & Spa,
LLC, and Elcom Condominium, LLC, and Residential Association,
reached a stipulation for the purposes of claims estimation only.

The parties have agreed that the Residential Association's proof
of claim will be deemed to be $5 million for plan voting purposes.

In this relation, the hearing scheduled for the Residential
Association's motion to estimate claim will not be held, and the
issue with respect to the estimation of the Residential
Association's proof of claim is now moot.

                        About Elcom Hotel

Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on
Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel disclosed $10,378,304 in assets and $20,010,226 in
liabilities as of the Chapter 11 filing.  The Debtor owes OBH
Funding, LLC, $1.8 million on a mortgage and F9 Properties, LLC,
formerly known as ANO, LLC, $9 million on a mezzanine loan secured
by a lien on the ownership interests in the project's owner.  OBH
Funding and ANO are owned by Thomas D. Sullivan, the manager of
the Debtors.

Corali Lopexz-Castro, Esq., of Kozyak Tropin & Throckmorton, P.A.,
represent the Debtors as bankruptcy counsel.  Duane Morris LLP is
the special litigation, real estate, and hospitality counsel.
Algon Capital, LLC, d/b/a Algon Group's Troy Taylor is the
Debtors' chief restructuring officer.  Barry E. Mukamal and
Marcum, LLP serve as accountants and financial advisors.  The
Barthet Firm is the special litigation collections counsel.

Elcom Hotel & Spa, LLC, and Elcom Condominium, LLC, late last week
submitted a revised disclosure statement filed in conjunction with
its proposed liquidating plan. The revised disclosure statement
indicates that unsecured creditors are still divided into two
classes under the Plan.  The Plan contemplates that holders of
general unsecured claims (expected to total $14 million to $79.1
million) will have a recovery of 0% to 18%, which will be funded
from the pro rata distribution of "net free cash" and proceeds of
causes of action and remaining assets.  Holders of general
unsecured vendor claims (estimated at $500,000 to $971,000) --
those vendors who have unsecured claims who agree to continue do
business with the Debtors -- will have a recovery of 50%, which
will be funded from the 50% distribution from "net free cash."


EXCEL MARITIME: Cash Collateral Use Extended Until February 2014
----------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York signed off on a stipulation and
consent order authorizing Excel Maritime Carriers, Ltd., et al.'s
continued use of cash collateral until Feb. 14, 2014, subject to
earlier termination.

The Court previously entered a final order that authorized the
Debtors' use of cash collateral until Nov. 29, 2013, unless
extended by further order.

The stipulation was entered among the Debtors, Wilmington Trust
(London), Ltd., as Administrative Agent, under the Debtors' Senior
Secured Credit Facility, and the steering committee of lenders
under the Senior Secured Credit Facility.

As adequate protection from any diminution in value of the
lender's collateral, the Debtors will grant the lender replacement
lien on prepetition collateral, subject to carve out on certain
expenses.

As additional adequate protection, the Debtors will pay to the
Agent an amount equal to the interest payment calculated at the
contractual non-default rate provided in the Syndicate Credit
Facility as and when those payments would be due under the
Syndicate Credit Facility; provided, however, the Agent and the
Lenders reserve the right to seek to have such payments calculated
at the contractual default rate provided in the Syndicate Credit
Facility.

The Agent on behalf of and at the direction of the Lenders,
subject to the terms of the Syndicate Credit Facility, will have
the right to credit bid to the extent provided under section
363(k) of the Bankruptcy Code, all of the Lenders' allowed secured
claims in connection with a sale of the Debtors' assets securing
such claims under section 363 of the Bankruptcy Code or a sale of
such assets under a plan of reorganization.

                       About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

Excel Maritime filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.  The Debtor
disclosed $35,642,525 in assets and $1,034,314,519 in liabilities
as of the Chapter 11 filing.

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

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

The Debtors' Chapter 11 plan filed on July 15, 2013, proposes to
implement a reorganization worked out before a July 1 bankruptcy
filing.  The plan will give ownership to secured lenders owed $771
million, although the lenders will allow current owner Gabriel
Panayotides to keep control, at least initially.  Unsecured
creditors with claims totaling $163 million will receive a $5
million, eight percent note for a predicted recovery of 3 percent.
Holders of $150 million in unsecured convertible notes make up the
bulk of the unsecured-claim pool.


EXCEL MARITIME: Plan Solicitation Period Extended Until Feb. 17
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended until Feb. 17, 2014, Excel Maritime Carriers Ltd., et
al.'s exclusive period to solicit acceptances of a plan of
reorganization.

The Debtors filed a bankruptcy-exit plan on July 1, 2013, together
with their chapter 11 petitions.  Accordingly, the Debtors'
exclusive period expires on Dec. 30, 2013.

As the Debtors recently advised the Court, however, the Debtors,
the Creditors' Committee, the Debtors' prepetition secured
lenders, and Ivory Shipping, Inc. together have reached agreement
on the terms of a revised, consensual plan.  The Debtors
anticipated filing a revised plan and disclosure statement by
Nov. 26, 2013, and the Court has scheduled a hearing to consider
approval of the revised disclosure statement on Dec. 6 and
reserved Jan. 27, 2014, as the date to consider confirmation of
the revised plan.

                         Revamped Plan

Citing a report by Peg Brickley, writing for Daily Bankruptcy
Review, the Troubled Company Reporter on Nov. 28, 2013, said the
leading creditors of Excel Maritime Carriers have agreed to
overhaul the Chapter 11 plan that will see the shipping company
out of bankruptcy, boosting the value going to bondholders and
heading off a potentially disastrous court fight.  The shipping
company said the revamped Chapter 11 bankruptcy exit plan sets out
terms of a revised restructuring strategy which will end the
discord that has troubled Excel's attempt to resolve an unworkable
load of debt, company attorneys said in a filing with the U.S.
Bankruptcy Court for the Southern District of New York.

                       About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

Excel Maritime filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.  The Debtor
disclosed $35,642,525 in assets and $1,034,314,519 in liabilities
as of the Chapter 11 filing.

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

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

The Debtors' Chapter 11 plan filed on July 15, 2013, proposes to
implement a reorganization worked out before a July 1 bankruptcy
filing.  The plan will give ownership to secured lenders owed $771
million, although the lenders will allow current owner Gabriel
Panayotides to keep control, at least initially.  Unsecured
creditors with claims totaling $163 million will receive a $5
million, eight percent note for a predicted recovery of 3 percent.
Holders of $150 million in unsecured convertible notes make up the
bulk of the unsecured-claim pool.


FINJAN HOLDINGS: Invests in Israel-Based Venture Capital Fund
-------------------------------------------------------------
Finjan Holdings, Inc., announced a strategic investment in an
Israel-based venture capital fund that will target early-stage
technology companies on the leading edge of cybersecurity
innovation.  Financial terms of the transaction were not
disclosed.

Since its inception, Finjan has raised over $65 million in venture
financing for R&D investment in the Company's software security
legacy operating business.  Having already been awarded a diverse
patent portfolio in endpoint, web and network security
technologies, Finjan understands the unique challenges start-up
companies in the cybersecurity space are facing.  This strategic
investment in the Fund underscores the Company's commitment to
continued investments in the next wave of innovative security
technology development.

"Driven by the increasing frequency and complexity of cyber-
attacks worldwide, we recognize the inherent growth potential of
investing in emerging companies that are also focused on
enhancing, creating and introducing new online security
technologies," commented Finjan's President, Phil Hartstein.  "As
one of the first companies to develop and patent technology that
proactively detects online threats, this strategic investment
underscores our long-standing commitment to fostering innovation
and continued investment in the research and development of next-
generation cybersecurity technologies.  We are thrilled to invest
in the new fund as one of the selected strategic investors
alongside Fortune 500 technology firms."

By investing in the Fund as part of its overall strategy, Finjan
will gain access to innovative new technologies from the earliest
stage of seed development through the government-backed incubator
program which will be managed by the Fund, as well as later stage
investments in more developed technologies.  The Fund is managed
by a seasoned venture capital franchise with more than twenty
years' experience and consistently ranked among the leading
venture capital funds in Israel.

The Fund's technology R&D investments will focus on many areas
central to cybersecurity vulnerabilities today including, Zero Day
Attacks, Advanced Persistent Threats, Cloud Security, and broader
sectors impacting Next Generation Firewalls, Mobile and Personal
Device Protection as well as Big Data Analytics and Forensics.

                           About Finjan

Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats.  Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.

Converted Organics disclosed a net loss of $8.42 million in 2012,
as compared with a net loss of $17.98 million in 2011.  Finjan
Holdings's balance sheet at Sept. 30, 2013, showed $30.35
million in total assets, $927,000 in total liabilities and $29.42
million in total stockholders' equity.

Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts,
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 that raises substantial doubt about the
Company's ability to continue as a going concern.


FIRST NATIONAL: Touts 'Meaningful Progress' to Shareholders
-----------------------------------------------------------
First National Community Bancorp, Inc., sent to its shareholders
its 2012 Annual Report, which included a letter to shareholders of
the Company.

"We are pleased to share the meaningful progress we have achieved
in strengthening First National Community Bancorp, Inc.'s (the
Company) financial position, solidifying our leadership team,
developing and implementing more effective and efficient operating
procedures, and returning First National Community Bank (FNCB) to
its long-held position of prominence as the premier community bank
in Northeastern Pennsylvania. Our goal over the last three years
has been to make FNCB "Simply a Better Bank"," said Steven R.
Tokach, president and chief executive officer.  "We believe our
improved results for the first six months of 2013 Illustrate
FNCB's progress in meeting this important objective."

"Our results for the first six months of 2013 include net income
of $2.5 million, significant improvement in FNCB's asset quality,
an improving expense base, and a considerably improved balance
sheet funding profile.  These accomplishments reflect the
tremendous efforts of our internal team along with the important
support provided by outside consultants in 2010, 2011 and 2012, as
well as during the current year.  More work remains to be
completed, but we believe that we are now able to focus on
strategies for prudently growing FNCB and further strengthening
our franchise," Mr. Tokach added.

A copy of the Shareholder Letter is available for free at:

                       http://is.gd/Z9bqFS

                       About First National

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

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

First National disclosed a net loss of $13.71 million on $37.02
million of total interest income for the year ended Dec. 31, 2012,
as compared with a net loss of $335,000 on $42.93 million of total
interest income in 2011.  The Company's balance sheet at Sept. 30,
2013, showed $978.52 million in total assets, $945.72 million in
total liabilities and $32.79 million in total shareholders'
equity.

                        Regulatory Matters

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

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

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


FISKER AUTOMOTIVE: To Limit Trading to Preserve NOLs
----------------------------------------------------
Fisker Automotive Holdings, Inc., et al., ask the bankruptcy court
for approval to implement notification and hearing procedures
regarding certain transfers of Fisker Automotive common stock,
preferred stock, or any beneficial ownership therein.

As of Dec. 31, 2012, the Debtors have net operating losses of $800
million.  The NOLs may be of significant value to the Debtors and
their estates because the Debtors can carry forward their NOLs to
offset their future taxable income for up to 20 taxable years,
thereby reducing their future aggregate tax obligations.  In
addition, the Debtors may utilize their NOLs to offset any taxable
income generated by transactions completed during the chapter 11
cases.

Under I.R.C. section 382, certain transfers of the Equity
Securities prior to the consummation of the Debtors' chapter 11
plan could cause the termination, or limit the use, of the NOLs.

To ensure preservation of their NOLs, the Debtors propose these
procedures:

   * Any "substantial shareholder" -- entity that has direct
     or indirect beneficial ownership of at least 4.5% of the
     equity securities -- must serve and file a declaration.

   * Prior to effectuating any transfer of the equity securities
     that would result in another entity becoming a substantial
     equityholder, the parties to such transaction must serve and
     file a notice of the intended stock transaction.

   * The Debtors have 30 calendar days after receipt of the stock
     transaction notice to object to the proposed transaction.

   * If the Debtors do not object, the proposed transaction may
     proceed.

   * Any transfer of the Equity Securities in violation of the
     procedures will be null and void ab initio.

A "substantial shareholder" is any entity or individual that has
beneficial ownership of (a) at least 3,300,000 shares of common
stock, (b) at least 11,600,000 shares of Series DD-X Preferred
Stock, (c) at least 15,500,000 shares of Series AA-1 Preferred
Stock, (d) at least 11,900,000 shares of Series BB-1 Preferred
Stock, (e) at least 4,000,000 shares of Series CC-1 Preferred
Stock, (f) at least 1,300,000 shares of Series D-1 Preferred
Stock, (g) at least 66,400,000 shares of Series DD-1 Preferred
Stock, (h) at least 106,300,000 shares of Series E-1 Preferred
Stock, or (i) any combination of Equity Securities equivalent to
at least 4.5% of the total value of the equity securities.

Based on the Debtors' records, there are approximately 26
substantial shareholders.

                      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-bk-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 a
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 the notice and claims agent and
administrative advisor.


FISKER AUTOMOTIVE: Has Rust Omni as Claims Agent & Admin. Advisor
-----------------------------------------------------------------
Fisker Automotive Holdings, Inc., et al., filed applications to
employ Rust Consulting/Omni Bankruptcy as their claims and
noticing agent and administrative advisor.

The Debtors anticipate there will be more than 200 entities to be
noticed.  In view of the number of anticipated claimants and the
complexity of the Debtors' businesses, the Debtors submit that the
appointment of the claims agent is both necessary and in the best
interests of the Debtors' estates and their creditors.

Rust Omni will make itself available to the Debtors for the
purposes of assisting the Debtors with case administration matters
including preparation and management of the creditor matrix,
preparation of schedules of assets and liabilities and statement
of financial affairs, claims management, noticing, plan
solicitation and tabulation, the development and maintenance of an
informational Web site and any other services as may be requested
by the Debtors.

The services to be rendered by Rust Omni will be billed at the
firm's normal hourly rates which range from $25 to $175 per hour:

                                             Rate/Cost
                                             ---------
    Clerical Support                       $25 to $45 per hour
    Project Specialists                    $58 to $75 per hour
    Project Supervisors                    $75 to $95 per hour
    Consultants                            $95 to $125 per hour
    Technology/Programming                $100 to $158 per hour
    Senior Consultants                    $140 to $175 per hour

For its noticing services, Rust Omni will charge $50 per 1,000
e-mails, and $0.10 per image for facsimile noticing.   For its
claims management services, the firm will charge the Debtors at
its hourly rates for inputting proofs of claim.  The creation of
the informational Web site will be free of charge but the firm
will charge $75 per hour for data entry and information updates
and $100 to $158 per hour for programming and customization.

Prepetition, the Debtors provided Rust Omni a $15,000 retainer.

                      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-bk-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 a
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 the notice and claims agent and
administrative advisor.


FLORIDA GAMING: Incurs $3.1-Mil. Net Loss in Third Quarter
----------------------------------------------------------
Florida Gaming Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $3.1 million on $12.2 million of net
revenue for the three months ended Sept. 30, 2013, compared with a
net loss of $4.6 million on $11.5 million of net revenue for the
same period last year.

The Company reported a net loss of $26.4 million on $40.2 million
of net revenue for the nine months ended Sept. 30, 2013, compared
with a net loss of $11.4 million on $33.8 million of net revenue
for the corresponding period of 2012.

The Company's balance sheet at Sept. 30, 2013, showed
$73.7 million in total assets, $150.9 million in total
liabilities, and a stockholders' deficiency of $77.2 million.

A copy of the Form 10-Q is available at http://is.gd/6urkmy

                        About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.

Its parent, Florida Gaming Corp. (FGMG:US), and two other
affiliates also sought court protection.

Florida Gaming previously negotiated a sale of virtually all its
assets to casino operator Silvermark LLC for $115 million in cash
and $14 million in assumed liabilities.  A provision in the
financing agreement required Florida Gaming to make an additional
payment to the lender -- ABC Funding -- if the assets are sold to
third party.  Jefferies LLC was hired to determine that amount,
about $26.8 million, and valued the company at more than $180
million.

Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents
Florida Gaming.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.


FNBH BANCORP: Expects to Close Private Placement by December
------------------------------------------------------------
In current reports on Form 8-K filed by the Company on June 14,
2013, and Aug. 8, 2013, the Company disclosed that it had entered
into a series of agreements to sell shares of its preferred stock
to various investors in a private placement transaction, subject
to the satisfaction of certain conditions.  The Company believes
all conditions to the sale of those securities have been met.  As
a result, the Company is proceeding to close the private placement
transaction described in those Current Reports and anticipates
that closing will occur in December 2013.

                         About FNBH Bancorp

Howell, Michigan-based FNBH Bancorp, Inc., is a one-bank holding
company, which owns all of the outstanding capital stock of First
National Bank in Howell.  The Bank was originally organized in
1934 as a national banking association.  As of Dec. 31, 2011, the
Bank had approximately 85 full-time and part-time employees.  The
Bank serves primarily five communities, Howell, Brighton, Green
Oak Township, Hartland, and Fowlerville, all of which are located
in Livingston County.

FNBH disclosed net income of $329,000 in 2012, as compared with a
net loss of $3.57 million in 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $301.79 million in total assets, $292.65
million in total liabilities and $9.14 million in total
shareholders' equity.

BDO USA, LLP, in Grand Rapids, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.

"The Corporation's subsidiary bank ("Bank") is significantly
undercapitalized under regulatory capital guidelines and, during
2009, the Bank entered into a consent order regulatory enforcement
action ("consent order") with its primary regulator, the Office of
the Comptroller of the Currency.  The consent order requires
management to take a number of actions, including, among other
things, increasing and maintaining its capital levels at amounts
in excess of the Bank's current capital levels.  As discussed in
Note 20, the Bank has not yet met the higher capital requirements
and is therefore not in compliance with the consent order.  As a
result of the uncertain potential impact of future regulatory
actions, circumstances exist that raise substantial doubt about
the Corporation's ability to continue as a going concern."


FREESEAS INC: Nauta, Not Panagiotopoulos, Elected to Board
----------------------------------------------------------
FreeSeas Inc. amended its press release dated Nov. 18, 2013,
solely to correct an error which inadvertently indicated that Mr.
Dimitrios Panagiotopoulos had been reelected to the Board of
Directors of the Company, when actually Mr. Focko Nauta was
reelected to the Board of Directors of the Company, together with
Keith Bloomfield.

                       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.


FUSION TELECOMMUNICATIONS: Amends BroadvoxGo! Asset Purchase Pact
-----------------------------------------------------------------
Fusion Telecommunications International, Inc., and its recently-
formed indirect subsidiary, Fusion Broadvox Acquisition Corp.,
entered into an Asset Purchase and Sale Agreement to acquire
specified assets owned by BroadvoxGo! LLC and Cypress
Communications, LLC, and used in the operation of the cloud
communications services segment of Sellers' business.  The Company
also agreed to assume substantially all of the on-going
liabilities of the Acquired Business incurred in the ordinary
course of business.

The Agreement was amended on Nov. 15, 2013, primarily to (i)
increase the amount of the good faith deposit from $200,000 to
$300,000, and provide that the deposit be delivered from escrow to
the possession and control of Sellers for refund to the Company
only under certain limited circumstances; and (ii) change the
Outside Closing Date, as defined in the Agreement, from Nov. 15,
2013, to Dec. 16, 2013.  The Company also agreed with Sellers that
certain of the conditions precedent to closing contained in the
Agreement, including the audit of the financial books and records
of the Acquired Business and demonstration that the Acquired
Business achieve annualized earnings before interest, taxes,
depreciation and amortization of not less than $5 million based on
the three month period from July through September 2013, have been
satisfied.  In addition, the Company has agreed with Sellers that
since the EBITDA of the Acquired Business for the three-month
period exceeded $6 million there will be no downward adjustment of
the purchase price.

Consummation of the transactions contemplated by the Agreement
remains subject to the satisfaction of certain conditions
precedent, including, but not limited to, receipt of any
applicable regulatory approvals and certain third-party consents,
receipt by the Company of sufficient funding to pay the purchase
price and provide for reasonable post-acquisition working capital
requirements, and other customary conditions of closing.
Consummation also remains subject to the negotiation of a series
of mutually acceptable agreements related to post-closing matters
such as (a) certain transition services to be provided to the
Company by Sellers, (b) the shared use of certain equipment and
systems of Sellers on a transition basis and (c) the Company?s use
of certain intellectual property of Sellers on a transition basis.

While the Agreement contemplates that a closing of the sale of the
Acquired Business will take place no later than Dec. 16, 2013, the
conditions precedent to closing are such that there can be no
assurance that the Company will complete its acquisition of the
Acquired Business in that time or at all.

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

The Company reported a net loss of $5.20 million in 2012, as
compared with a net loss of $4.45 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $26.67 million in total
assets, $29.71 million in total liabilities and a $3.03 million
total stockholders' deficit.

Rothstein Kass, in Roseland, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has had negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations that
raises a substantial doubt about their ability to continue as a
going concern.


GARY PHILLIPS: Wins Confirmation of Reorganization Plan
-------------------------------------------------------
Judge Marcia Phillips Parsons has entered an order confirming Gary
Phillips Construction LLC's Fourth Amended Plan of Reorganization.

The effective date of the Plan will be 10 days after the
confirmation order.  The confirmation order was entered Oct. 22,
2013.

A copy of the confirmation order and the Fourth Amended Plan filed
on Sept. 30, 2013, as modified on Oct. 8, 2013, is available for
free at:

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

The Debtor's secured creditors will be paid as follows:

   -- TruPoint Bank will be paid as real estate is sold.  The
Debtor projects sales of there existing houses and two new under
construction houses over the next 1 to 60 months to be $999,500.
The Debtor is hopeful it can reach a deal with TruPoint on a new
loan for the construction of new houses.

   -- The one property pledged to Bank of Tennessee as collateral
will remain on the market for sale and/or rental and the bank will
be paid off as real estate is sold.

   -- First Bank and Trust, owed $550,000, has a lien on 21 lots
in The Village of Beechwood Meadows Subdivision; and these
properties will be conveyed out of the Debtor.

   -- Regions Bank, which is secured by cash collateral, will be
paid $78,000 in 60 equal monthly payments of $1,300 monthly.

Under the Plan, unsecured non-insider creditors that are owed less
than $10,000 will receive 20% of their claims, not to exceed
$2,000, within 360 days of the date of confirmation.  Unsecured
non-insider creditors that are owed more than $10,000 will receive
50% of the net profit of the Debtor for five years immediately
following the confirmation date of the Plan.

It is anticipated that total professional fees for the Debtor will
not exceed $65,000 for Hagod, Tarpy & Cox, PLLC.  Counsel for the
unsecured creditors committee estimates his fees at $45,000 and
has agreed to reduce his fee to $20,000.  Fred Leonard has been
paid $25,000 to date and it is not anticipated that there will be
further fees.  Leonard will release his lien on Lot 104 in the
Allison Hills development.  These fees will be paid only after
application to and approval by the Court.  The U.S. Trustee fee
will be paid within 30 days of confirmation or as soon as
practical.

                 About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq., in Bristol,
Tennessee, serves as the Debtor's counsel.  The Debtor tapped
Wayne Turbyfield as accountant.  The Debtor tapped the law firm of
Bearfield & Associates as special counsel.  The Court denied the
application to employ Crye-Leike Realtors as realtor.  In its
schedules, the Debtor disclosed $13,255,698 in assets and
$7,614,399 in liabilities as of the Petition Date.

Daniel M. McDermott, the U.S. Trustee for Region 8, appointed six
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Dean B. Farmer, Esq., at Hodges, Doughty &
Carson, PLLC, serves as the committee's counsel.


GENIUS BRANDS: Acquires Business Operations of A Squared
--------------------------------------------------------
Genius Brands International, Inc., entered into an Agreement and
Plan of Reorganization with A Squared Entertainment LLC, A Squared
Holdings LLC, a California limited liability company and sole
member of A Squared and A2E Acquisition LLC, the Company's newly
formed, wholly-owned Delaware subsidiary.  Upon closing of the
transactions contemplated under the Merger Agreement, which
occurred concurrently with entering into the Merger Agreement, the
Company's Acquisition Sub merged with and into A Squared, and A
Squared, as the surviving entity, became a wholly-owned subsidiary
of the Company.  As a result of the Merger, the Company acquired
the business and operations of A Squared.

A Squared is a children's entertainment production company that
produces original content for children and families that provide
entertaining and educational media experiences.  A Squared also
creates comprehensive consumer product programs in the forms of
toys, books and electronics.  A Squared works with broadcasters,
digital and online distributors and retailers worldwide as well as
major toy companies, video game companies and top licensees in the
kids and family arena.

Pursuant to the terms and conditions of the Merger:

   * At the closing of the Merger, the membership interests of A
     Squared issued and outstanding immediately prior to the
     closing of the Merger were cancelled and the Parent Member
     received shares of the Company's common stock.  Accordingly,
     an aggregate of 297,218,237 shares of the Company's common
     stock were issued to the Parent Member.

   * Upon the closing of the Merger, Klaus Moeller resigned as the
     Company's chief executive officer and Chairman and Larry
     Balaban resigned as the Company's corporate secretary, and
     simultaneously with the effectiveness of the Merger, Andrew
     Heyward was appointed as the Company's chief executive
     officer, Amy Moynihan Heyward was appointed as the Company's
     president and Gregory Payne was appointed as the Company's
     corporate secretary.  Mr. Moeller remains a director of the
     Company.

   * Effective upon the Company's meeting its information
     obligations under the Securities Exchange Act of 1934, as
     amended, Michael Meader, Larry Balaban Howard Balaban and
     Saul Hyatt will resign as directors of the Company and Andrew
     Heyward, Amy Moynihan Heyward, Lynne Segall, Jeffrey Weiss,
     Joseph "Gray" Davis, William McDonough and Bernard Cahill
     will be appointed as directors of the Company.

At the closing of the Merger, the Company sold an aggregate of
29,642,857 shares of shares of its common stock, $0.001 par value
per share, in a private placement to certain investors at a per
share price of $0.035 for gross proceeds to the Company of
$1,037,500.

Consulting Agreements

In connection with the Merger, the Company entered into a
marketing consultation agreement with Girlilla Marketing LLC
pursuant to which Girlilla agreed to provide certain strategic
digital marketing services in consideration for 1,000,000 shares
of Common Stock, which will vest as follows: 200,000 shares upon
execution of the Girlilla Consulting Agreement, 200,000 shares on
Jan. 15, 2014, 200,000 shares on March 15, 2014, 200,000 shares on
June 15, 2014, and 200,000 shares on Sept. 14, 2014.

Additionally, the Company entered into an engagement letter with
ROAR LLC pursuant to which ROAR agreed to provide the Company will
services, including the development of a business development
strategy, for a period of 18 months.  In consideration for its
services, the Company agreed to pay ROAR 6,749,175 shares of
Common Stock which will vest as follows: 2,000,000 shares upon
execution of the ROAR Engagement Letter, 2,000,000 shares on
January 15, 2014, 1,374,588 shares on September 15, 2014 and
1,374,587 shares on March 15, 2015.

Bernard Cahill is the founder of ROAR and ROAR owns 65 percent of
Girlilla.  Mr. Cahill will be appointed a director of the Company
upon the Company meeting its information requirements under the
Exchange Act.

Shares Issuance

On Nov. 15, 2013, the Company issued an aggregate of 7,323,707
shares of Common Stock to Klaus Moeller, Michael Meader, Larry
Balaban and Howard Balaban in consideration for the cancellation
of an aggregate of $256,329 in loans and accrued but unpaid
interest thereon made to the Company by such individuals.

Debenture Conversion

On Nov. 15, 2013, the Company issued an aggregate of 92,943,387
shares of Common Stock to holders of its 16 percent senior secured
convertible debentures, in the aggregate principal amount of
$1,088,333, plus accrued but unpaid interest in the aggregate
amount of $38,140, in connection with the automatic conversion of
the Debentures upon consummation of the Merger, which qualified as
an "Acquisition Transaction" under the terms of the Debentures, as
amended.

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

                       http://is.gd/5J3Z0b

                        About Genius Brands

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

As of Sept. 30, 2013, the Company had $1.55 million in total
assets, $4.96 million in total liabilities and a $3.41 million
total stockholders' deficit.


GETTY IMAGES: Bank Debt Trades at 7% Off
----------------------------------------
Participations in a syndicated loan under which Getty Images is a
borrower traded in the secondary market at 92.63 cents-on-the-
dollar during the week ended Friday, Nov. 29, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 2.95
percentage points from the previous week, The Journal relates.
Getty Images pays 350 basis points above LIBOR to borrow under the
facility. The bank loan matures on Oct. 14, 2019, and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 5, 2013,
Moody's Investors Service placed the ratings of Getty Images on
review for downgrade based on weaker than expected results through
2Q2013 and Moody's revised expectations for the next 12 months.
According to Moody's, Corporate Family Rating of Issuer: Getty
Images, Inc. and Abe Investment Holdings, Inc., currently B2, is
placed on review for possible downgrade.


GLASS EARTH: Enters Into Deferred Payment Compromise with Lenders
-----------------------------------------------------------------
Glass Earth Gold Limited on Nov. 29 disclosed that it has filed
its Sept. 30 2013 third quarter Financial Statements and
associated Management's Discussion and Analysis ("MD&A") report,
pertaining to that period, with regulatory authorities.

The Company is now focused solely on exploration and development
projects in the Hauraki Region of the North Island of New Zealand.
This area is where its key hard-rock projects of WKP and
Neavesville lie, as well as its Waihi West prospect, which is
adjacent to the Newmont owned and operated Martha gold mine at
Waihi.

In spite of the cost-containment measures taken (ref:News release
Nov 6)(ref:2013), there has been some strain in meeting the
Company's financial obligations in this period.  As a result, it
has been necessary to reach a deferred payment compromise with its
subsidiary's placer mining creditors ($620,000) and another
accommodation with Newmont Mining on cash calls due in respect of
the Hauraki Joint Venture ($588,000).

Hauraki Joint Venture (includes WKP) - Prospective change in
management

Since Glass Earth Gold decided to focus on the WKP project,
management has explored several avenues to boost exploration and
give more momentum to the project.  Consequently, negotiations are
well advanced with Newmont Mining (65%) for Glass Earth (New
Zealand) Limited (35%) to assume management of the Hauraki Joint
Venture and sole fund exploration activities in order to increase
its equity in the JV.

Outstanding cash calls of $588,000, due to Newmont by GENZL as at
30 September 2013, would form part of the overall funding for the
2014 & 2015 exploration expenditures.  Newmont has reserved its
position in respect of the unpaid cash calls by issuing a Default
Notice under the terms of the Hauraki Joint Venture Agreement
("JVA") on 17 October 2013.

Neavesville Prospect (GENZL was 50% - now 100%)

As from 6 November 2013, the Company has regained 100% ownership
of the Neavesville prospect opportunity.  Negotiations are
underway with Eurasian Minerals to amend the terms of the Option
Agreement with them in order to defer a looming Option payment
deadline of December 31, 2013.

Corporate Refinancing

The Company, in common with many junior gold explorers, needs to
refinance. Management and the Board are of the opinion that the
above-mentioned change in management for WKP and 100% ownership
opportunity for Neavesville will add value to the Company's
profile, thus enhancing its potential to attract funding to
continue hard-rock activities and cover General & Administration
expenses.

                           FINANCIALS

Operational Activities

The Company's corporate and exploration activities for the quarter
are summarized in the attached Quarterly Overview.  The Company's
cash position as at September 30, 2013 was $423,000 with trade
payables of $1,368,000, of which $1,208,000 are discussed above.

The Company sold its placer mining operations effective end of
August and incurred a net mining loss for the three months ending
September 30, 2013 of $482,000.

                     About Glass Earth Gold

Glass Earth Gold is an exploration company focused on unveiling
the high-grade potential of the Wharekirauponga (WKP) and
Neavesville projects in Hauraki, New Zealand.  The properties are
situated in areas of low suphidation gold-silver epithermal
systems, similar to the system that hosts the Newmont Mining-owned
Martha Hill mine.

The WKP project is a joint-venture between Glass Earth Gold (35%)
and Newmont Mining (65%).  It holds a NI 43-101 inferred resource
of 1.3 million tonnes at an average grade of 6.1 g/t Au and 9.3
g/t Ag for a total of 260,000 ounces of gold and 390,000 ounces of
silver.


GLW EQUIPMENT: Has Final Approval to Use Cash Collateral
--------------------------------------------------------
GLW Equipment Leasing, LLC, obtained final Court approval to use
cash collateral.  The Debtor is authorized to use cash collateral
in accordance with the terms of the amended budget filed with the
bankruptcy court on Nov. 4, 2013, through Dec. 31, 2013.

According to the order signed by Judge Michael E. Ridgway in early
November, the Debtor is authorized and directed to grant adequate
protection to each of its lenders on the terms as set forth in the
motion budget.  The replacement liens granted by the Debtor to
each of the lenders will have the same dignity, priority and
effect as the lender's prepetition interest, if any; provided
further, that such replacement liens shall not attach to avoidance
actions or other actions under Chapter 5 of the Bankruptcy Code or
any proceeds or recoveries there from.

The order is without prejudice to the equipment lender rights
respecting the determination of adequate protection of their
respective interests at the final hearing on lift stay motions set
for hearing on Dec. 9, 2013.

                    About GLW Equipment Leasing

GLW Equipment Leasing, LLC, a Minnesota limited liability company
formed to own and manage a truck and trailer equipment lease
portfolio, filed a bare-bones Chapter 11 petition (Bankr. D. Minn.
Case No. 13-44202) in Minneapolis, Minnesota, on Aug. 27, 2013.
The Debtor was formed on the same day the bankruptcy case was
filed.  Warren Cadwallader signed the petition as president.  The
Debtor estimated at least $10 million in assets and liabilities.

Michael F. McGrath, Esq., at Will R. Tansey, Esq., and Michael D.
Howard, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey,
P.A., Minneapolis, MN, serves as the Debtor's counsel.

Judge Katherine A. Constantine oversaw the case.  On Oct. 15,
2013, Judge Constantine transferred the case to Judge Michael E.
Ridgway.


GSE HOLDING: Incurs $35.82-Mil. Net Loss for Third Quarter
----------------------------------------------------------
GSE Holding, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $35.82 million on $117.98 million of revenues for the three
months ended Sept. 30, 2013, compared to a net income of $5.24
million on $121.2 million of revenues for the same period last
year.

The Company's balance sheet at Sept. 30, 2013, showed $296.54
million in total assets, $265.42 million in total liabilities, and
stockholders' equity of $31.12 million.

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

                       http://is.gd/RrvNeE

                     About GSE Holding, Inc.

Headquartered in Houston, Texas, GSE -- http://www.gseworld.com/
-- is a global manufacturer and marketer of geosynthetic lining
solutions, products and services used in the containment and
management of solids, liquids, and gases for organizations engaged
in waste management, mining, water, wastewater, and aquaculture.
Headquartered in Houston, Texas, USA, GSE maintains sales offices
throughout the world and manufacturing facilities in the United
States, Chile, Germany, Thailand and Egypt.


GULFCO HOLDING: Files for Chapter 11 in Delaware
------------------------------------------------
Gulfco Holding Corp. filed a bare-bones Chapter 11 petition
(Bankr. D. Del. Case No. 13-13113) on Nov. 27, 2013.

The Wilton, Connecticut-based company estimated $10 million to $50
million in assets and liabilities.

According to the list of top unsecured creditors, PNC Bank,
National Association is owed $5.4 million and Prospect Capital
Corp. has a disputed claim of $40.95 million on account of its
shares of stock in Gulf Coast Machine & Supply Company.

Altus Capital Partners II, L.P. and its affiliates, Franklin Park
Co-Investment Fund, L.P., David LeBlanc, and Steven Tidwell own
shares in the company.

Elizabeth A. Burgess, as president and CEO, signed the Chapter 11
petition.

Michael Jason Barrie, Esq., at Benesch Friedlander Coplan &
Aronoff LLP, in Wilmington, Delaware, serves as counsel.


GULFCO HOLDING: Case Summary & 2 Unsecured Creditors
----------------------------------------------------
Debtor: Gulfco Holding Corp.
        10 Westport Road, Suite C204
        Wilton, CT 06897

Case No.: 13-13113

Chapter 11 Petition Date: November 27, 2013

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

Judge: Hon. Brendan Linehan Shannon

Debtor's Counsel: Michael Jason Barrie, Esq.
                  BENESCH FRIEDLANDER COPLAN & ARONOFF LLP
                  222 Delaware Avenue, Suite 801
                  Wilmington, DE 19801-1611
                  Tel: (302) 442-7010
                  Fax: (302) 442-7012
                  Email: mbarrie@beneschlaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Elizabeth A. Burgess, chief executive
officer and president.

The petition was signed by Vincent P. Walter, the company's
president.

List of Debtor's two Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
   ------                       ---------------    ------------
PNC Bank, National Association  Loan Agreement      $5,400,000
Attn: Edward Chonko
Vice President
340 Madison Avenue, 11th Floor
New York, NY 10173

Prospect Capital Corporation    Shares of Stock    $40,950,000
Attn: General Counsel and
Robert Melman
10 East 40th Street, 44th Floor
New York, NY 10016


HARRISBURG 2 PROSPECT: Case Summary & 25 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Harrisburg 2 Prospect Lease Fund, LLC
        8110 East Highway 7
        Duncan, OK 73533

Case No.: 13-15269

Chapter 11 Petition Date: November 27, 2013

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Hon. Sarah A. Hall

Debtor's Counsel: Beauchamp M. Patterson, Esq.
                  MCAFEE & TaAFT
                  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 Michael Kent Gray, manager.

A list of the Debtor's 25 largest unsecured creditors is available
for free at http://bankrupt.com/misc/okwb13-15269.pdf


HERCULES OFFSHORE: Files Fleet Status Report as of Nov. 21
----------------------------------------------------------
Hercules Offshore, Inc., posted on its Web site a report entitled
"Hercules Offshore Fleet Status Report".  The report includes the
Hercules Offshore Rig Fleet Status (as of Nov. 21, 2013), which
contains information for each of the Company's drilling rigs,
including contract dayrate and duration.  The document also
includes the Hercules Offshore Liftboat Fleet Status Report, which
contains information by liftboat class for October 2013, including
revenue per day and operating days.  A copy of the document is
available for free at: http://is.gd/RrLHVf

                       About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

Hercules incurred a net loss of $127 million in 2012, a net loss
of $76.12 million in 2011, and a net loss of $134.59 million in
2010.  The Company's balance sheet at Sept. 30, 2013, showed $2.40
billion in total assets, $1.48 billion in total liabilities and
$922.37 million in stockholders' equity.

                           *     *     *

The Troubled Company Reporter said on April 11, 2013, that
Moody's Investors Service upgraded Hercules Offshore, Inc.'s
Corporate Family Rating to B2 from B3.  Hercules' B2 CFR is
supported by its improved cash flow and lower leverage on the back
of increased drilling activity and higher day-rates in the Gulf of
Mexico (GOM)

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.  "The upgrade reflects
the improving market conditions in the Gulf of Mexico and our
expectations that Hercules' fleet will continue to benefit," said
Standard & Poor's credit analyst Stephen Scovotti.


HRK HOLDINGS: Plan Filing Deadline Extended to Dec. 27
------------------------------------------------------
Judge K. Rodney May entered an order extending until Dec. 27,
2013, the deadline for HRK Holdings LLC and HRK Industries LLC to
file a Chapter 11 plan and disclosure statement.  The judge also
extended through and including Feb. 28, 2014, the Debtors'
exclusive period to solicit acceptances of their Chapter 11 plan.

The Debtors had sought a Jan. 27, 2014 extension of the plan
filing deadline and a March 30, 2014 extension of the solicitation
period.

At the Nov. 4 hearing, counsel for the Debtors orally amended the
motion to shorten the time period requested for the extension.

The Court, having considered the motion, the oral amendment, the
record, and noting no objection to the relief requested, found it
appropriate to grant the motion.

                      About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675
contiguous acres of real property in Manatee County, Florida.
Roughly 350 acres of the property accommodates a phosphogypsum
stack system, called Gypstaks, a portion of which was used as an
alternate disposal area for the management of dredge materials
pursuant to a contract with Port Manatee and as authorized under
an administrative agreement with the Florida Department of
Environmental Protection.  The remaining acres of usable land are
either leased to various tenants or available for sale.  HRK
Industries holds various contracts and leases associated with the
Debtors' property.

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., and Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, P.A., represents the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.


IDB HOLDING: Obtains NIS65MM Loan Under Reorganization Plan
----------------------------------------------------------
G. Willi-Food International Ltd. on Nov. 29 disclosed that it has
reached an agreement with C.D-B.A Holdings (Designated) (2013)
Ltd. according to which the Company would provide a convertible
loan in the aggregate amount of NIS65 million (approximately
USD18.3 million), convertible at the election of the Company into
shares of IDB Holding Corporation or IDB Development Company Ltd.,
each traded on the Tel Aviv Stock Exchange, to be held by C.D-B.A.

IDBH is one of the largest holding companies in Israel and
controls, both directly and indirectly through its holding
companies, in companies involved in a wide range of business
activities in Israel and abroad, such communications, retail, real
estate, finance, insurance and aviation.  IDBH conducts many of
its activities through its holdings in IDBD, its wholly owned
subsidiary.  IDBH and IDBD are currently in debt reorganization
proceedings in Israeli court.

The number of shares issuable upon conversion of the Loan will be
determined based on the ratio between the principal amount of the
Loan and the amount of equity contributed by C.D-B.A in the
context of debt arrangement of IDBH. To the best knowledge of the
Company, C.D-B.A is owned 70% indirectly by Emblaze Ltd., a public
company listed on the London Stock Exchange, and 30% by Mr. Nochi
Dankner and his family members.

C.D-B.A is part of a group of investors that also includes Netz
Group Ltd., Alon Car Garage (1992) Ltd., Mr. Daniel Hosidman and
the Nakash family that financially supports the most recent
reorganization plan between IDBH and its creditors submitted by
IDBH to Israel court under Section 350 of the Israel Companies
Law.  The Loan will be convertible at the election of the Company
into shares of the company (IDBH or IDBD) into which the Investor
Group determines to invest pursuant to the Plan.

The Loan is intended to be used by C.D-B.A to consummate the Plan.
The amount of the Loan will be included with the other funds
deposited in trust to secure the investment of the Investor Group
in IDBH, pursuant to the Plan.

Unless otherwise determined by the Company, the Loan will be due
and payable one year from the date of deposit or six months from
the date of closing set according to the Plan.  The Loan will bear
interest at the rate of 5% annually compounded annually from the
date of deposit until the date of relevant repayment and will be
linked to the CPI as published on November 15, 2013.  In the event
that the Plan is not approved by the court, or if other
preconditions to closing are not satisfied, the Loan will be
repaid and returned to the Company before the original repayment
date including linkage differential and accumulated interest.

The Company may elect to extend the Original Repayment Date for an
additional three years from closing by providing a prior written
notice to C.D-B.A at least 30 days prior to the Original Repayment
Date.  At any time following the Original Repayment Date, the
Company may demand immediate repayment by providing a written
notice to C.D-B.A 60 days in advance.  The Loan will bear late
interest of 1% per month if the Loan is not repaid by the Original
Repayment Date, Early Repayment Date or Final Repayment Date, as
the case may be.

From closing and at the Company's election, the Loan will be
convertible into shares of IDBH or IDBD held by C.D-B.A subject to
satisfaction of the following conditions (in addition to
conditions precedent set forth in the Plan): (i) approval of the
Israel Trust Authority to the joining by the Company to the
Investor Group and to the shareholders agreement and (ii)
satisfaction by the Company of the requirements of the Law of
Concentration, including in a manner that doesn't impose material
limitations on IDBH and/or companies under its control or require
them to take material actions.  To the extent the Company does not
satisfy these conditions, it will be permitted to transfer the
Loan to a third party that satisfy the conditions, who would
convert the Loan on the date of transfer and join the Investor
Group.  The transfer to a third party will be subject to a right
of first refusal to C.D-B.A pursuant to the shareholders
agreement.  In the case of conversion of the Loan, the Loan will
not bear interest or linkage, and the Company will not be entitled
to any payment on account of the Loan.

According to the agreement, on the date of conversion and a
condition of conversion, the Company will join as a party to the
shareholders agreement of the Investors Group relating to their
holdings in IDBH or IDBD, as the case may be.  The shareholders
agreement will address, among others, (i) coordination of voting
at shareholder meetings of IDBH or IDBD, as the case may be (with
limited exceptions), (ii) appointment of directors of IDBH or
IDBD, as the case may be, such that C.D-B.A would be able to
appoint a majority of the directors and other shareholders appoint
the remaining directors; upon conversion of the Loan to shares,
the Company will have the right to recommend the appointment of
one director in IDBH and the companies under its control so long
as the Company continues to hold at least 75% of the shares it
acquires upon conversion of the Loan, (iii) amendment to articles
of association of IDBH and IDBD requiring 80% director vote for
approving the expense line item of the budget and any material
change thereto, (iv) amendment to the articles of association of
IDBH and IDBD requiring 66% director vote to approve related party
transactions under the Israel Companies Law, (v) appointment of
CEO who will be citizen and resident of Israel not related to a
member of the Investor Group, (vi) prohibition on the transfer of
shares for three years from closing (other than permitted
transferees), (vii) permission to encumber shares to recognized
financial institution, (viii) transfer of shares post three year
restriction period (and/or other securities of IDBH or IDBD, as
the case may be) subject to first refusal right of C.D-B.A, (ix)
shareholders other than C.D-B.A granted a tag along right in the
event of a sale by C.D-B.A of securities in IDBH or IDBD, as the
case may be, and (x) permission granted to C.D-B.A to add third
parties who join the investment in IDBH or IDBD, as the case may
be, so long as the director appointment and put rights of the
other investors are not adversely affected.

The agreement further provides that at time of conversion of the
Loan, the Company will have a put option to sell to C.D-B.A all or
part of the shares acquired upon conversion of the Loan in
consideration for a per share price equal to the original
investment amount of the Company per share plus annual interest of
5% per annum compounded annually from closing until conversion of
the Loan.  The put may be exercised beginning 36 months following
the closing until 72 months following the closing.  The put option
is not transferrable to a third party purchaser of the shares
(other than a permitted transferee) and is subject to adjustment
for dividends, bonus shares, rights offereings, share splits and
share combination.  Non-payment of the consideration by C.D-B.A
will bear interest at 0.75% per month, and C.D-B.A in such case
will immediately cease the service of any directors on account of
Mr. Nochi Dankner, Yitzhak Dankner and Emblaze such that the
number of directors on account of the Company and other
shareholders will equal the number of directors on account of C.D-
B.A and its related parties.

The agreement provides that in order to secure the repayment of
the Loan, at closing C.D-B.A will deposit in trust the shares into
which the Loan is covertible and will grant a first priority
security interest in favor of the Company.  In addition, Emblaze
guaranteees the full payment of all C.D-B.A obligations to repay
the Loan and the payment of amounts on account of the put.

Mr. Zwi Williger, the Company's Chairman of the Board of
Directors, stated "We are very excited to become a stakeholder in
one of Israel's most diverse companies.  IDBH's current status has
presented us with an opportunity that has the potential to become
a profitable long-term investment for our Company.  We have
elected to act cautiously, however, by granting a loan on terms we
believe to be favorable, while at the same time obtaining a three
year option to determine whether we wish to become a shareholder
in the IDB group.  Any shareholder with questions regarding the
transaction may contact me at 972-52-357-4066."

             About G. Willi-Food International Ltd.

G. Willi-Food International Ltd. -- http://www.willi-food.com--
is an Israeli-based company specializing in high-quality, great-
tasting kosher food products.  Willi-Food is engaged directly and
through its subsidiaries in the design, import, marketing and
distribution of over 600 food products worldwide.  As one of
Israel's leading food importers, Willi-Food markets and sells its
food products to over 1,500 customers in Israel and around the
world including large retail and private supermarket chains,
wholesalers and institutional consumers. The company's operating
divisions include Willi-Food in Israel and Gold Frost, a wholly
owned subsidiary who designs, develops and distributes branded
kosher, dairy-food products.


IZEA INC: CEO Buys 12,000 Common Shares
---------------------------------------
From Nov. 18, 2013, through Nov. 20, 2013, Edward H. Murphy, IZEA,
Inc.'s president and chief executive officer, purchased 12,000
shares of the Company's common stock in the open market for a
total purchase price of $3,673 (an average of $0.31 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 Sept. 30, 2013, showed $3.39 million in total assets,
$4.68 million in total liabilities and a $1.28 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.


JC PENNEY: Bank Debt Trades at 2% Off
-------------------------------------
Participations in a syndicated loan under which JC Penney is a
borrower traded in the secondary market at 97.54 cents-on-the-
dollar during the week ended Friday, Nov. 29, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.67
percentage points from the previous week, The Journal relates. JC
Penney pays 500 basis points above LIBOR to borrow under the
facility. The bank loan matures on April 29, 2018, and carries
Moody's B2 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

J.C. Penney Company, Inc. is one of the U.S.'s largest department
store operators with about 1,100 locations in the United States
and Puerto Rico.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2013,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) on
J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. to 'CCC'
from 'B-'.


KIDSPEACE CORP: U.S. Trustee Asks Court to Dismiss Cases
--------------------------------------------------------
Roberta A. DeAngelis, the United States trustee for Region 3, asks
the U.S. Bankruptcy Court for the Eastern District of Pennsylvania
to enter an order dismissing KidPeace Corporation, et al.'s
jointly administered Chapter 11 cases, citing:

   1. On the date the hearing on this motion is scheduled, the
Debtors' cases will have been pending before the Court for seven
months without the filing and/or approval of a disclosure
statement or the filing and/or confirmation of a plan of
reorganization.

   2. The Debtors have also failed to remain current with the
filing of their monthly operating reports.

   3. Upon information and belief, the Debtors have also failed to
remain current with their post-petition financial obligations
including, but not necessarily limited to its secured debt
obligations and the fees due and owing pursuant to 28 U.S.C.
Section 1930(a)(6).

   4. In their Response to the Supplemental and Special Report
filed by the Patient Care Ombudsman the Debtors reference the
strain that the bankruptcy process has placed on the Debtors,
financial and otherwise, as well as the relationship between the
Debtors' management and staff.  The lack of financial reporting
referenced above makes it difficult to ascertain the extent of the
financial strain the Debtors are experiencing, and the impact such
strain may have on the care and treatment of the Debtors' clients
if allowed to continue.

If these cases are dismissed and any quarterly fees remain due and
owing at the time of the hearing on this matter, the United
States trustee requests that the Court enter judgment against the
Debtors in the amount of all accrued fees as of the hearing date.

A hearing on the Motion is scheduled to be held before the
Honorable Richard E. Fehling on Dec. 9, 2013, at 11:00 a.m.
Responses, if any, to the Motion must be filed so as to be
received no later than Dec. 4, 2013.

                      About KidsPeace Corp.

KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania.

KidsPeace operates a 96-bed pediatric psychiatric hospital in
Orefield, Pennsylvania.  Assets are $86.7 million, and debt on the
books is $158.6 million, a ccording to a court filing.

The Debtor, which sought bankruptcy protection with eight
affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel;
EisnerAmper LLP as financial advisor, and Rust Omni as claims and
notice agent.

Assets total $158,587,999 at the end of 2012.  The Debtors owe
approximately $56,206,821 in bond debt, and they have been told
that their pension liability is allegedly about $100,000,000 of
which the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement a
negotiated restructuring of bond debt currently aggregating
approximately $51,310,000 plus accrued interest to a reduced
amount of approximately $24 million in new 30-year bonds with
interest at 7.5 percent, and (ii) to continue on-going
negotiations with the Pension Benefit Guaranty Corporation in
hopes of reducing the PBGC asserted obligation of $100+ million to
an amount that the Debtors can reasonably expect to satisfy.

The Debtor disclosed $157,930,467 in assets and $168,768,207 in
liabilities as of the Chapter 11 filing.

Since March 2012, MK has been exploring possible affiliation or
acquisition opportunities; however, no offer of an affiliation or
acquisition has been presented to the Debtors.

Gemino Healthcare Finance, LLC, the prepetition revolving lender,
is represented by James S. Rankin, Jr., Esq., at Parker, Hudson,
Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr.,
Esq.

UMB Bank, N.A., on behalf of bondholders, Performance Food Group
d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty
Corporation, and Teresa Laudenslager were appointed to an official
committee of unsecured creditors in the Debtors' cases.  The
Official Committee of Unsecured Creditors is represented by
Fitzpatrcik Lentz & Bubba, P.C., and Lowenstein Sandler LLP as
counsel.  FTI Consulting, Inc. serves as the panel's financial
advisor.


LATTICE INC: Acquires Assets of Innovisit
-----------------------------------------
Lattice Incorporated entered confidential letter of intent with
Innovisit LLC, which contemplated the Company's acquisition of
certain of its assets and awarded contracts, customer lists, and
its intellectual property rights to the Video Visitation software.
The Company recently completed this transaction, when the parties
entered an Asset Purchase Agreement, and certain other agreements,
each dated as of Nov. 1, 2013.  Under these agreements, the
workforce and operating infrastructure supporting Innovisit's
business operations are being transferred to Lattice, including
but not limited to certain employees, and leases.  Material final
agreements were completed and delivered by Nov. 14, 2013.

As part of the consideration, the Company delivered a $590,000
secured promissory note, payable in several installments between
Nov. 30, 2013, and Jan. 31, 2015.

A copy of the Asset Purchase Agreement is available for free at:

                       http://is.gd/3rCqDh

                        About Lattice Inc.

Pennsauken, New Jersey-based Lattice Incorporated provides
telecommunications services to correctional facilities and
specialized telecommunication service providers in the United
States.

Lattice Incorporated disclosed a net loss of $570,772 on $10.77
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $6.06 million on $11.44 million of revenue for
the year ended Dec. 31, 2011.

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 has a history of
operating losses, has a working capital deficit and requires
additional working capital to meet its current liabilities.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $4.59
million in total assets, $6.30 million in total liabilities and a
$1.71 million deficit attributable to shareowners of the Company.


LDK SOLAR: Signs RMB1.56 Billion Financing Agreement
----------------------------------------------------
LDK Solar Co., Ltd.'s onshore subsidiary, Jiangxi LDK Solar Hi-
Tech Co., Ltd., signed a framework agreement on Nov. 11, 2013,
with a syndicate of 11 commercial banks in China for a credit
facility in the aggregate principal amount of RMB1.56 billion.
The use of proceeds of the credit facility is strictly limited to
financing LDK Solar's onshore operations within Jiangxi Province,
and may not be used to service any existing indebtedness, whether
onshore or offshore.  The facility will terminate on Nov. 10,
2016, and each loan under the facility may not have a maturity
date later than such termination date.  Each draw-down under the
facility will be made in the absolute discretion of the syndicate
and will be subject to additional conditions (including early
repayment) imposed by the syndicate on a draw-specific basis.  The
syndicate has designated a working group to monitor the use of the
funds and controlled bank accounts arrangements will be
implemented.  The facility and any of its outstanding loans are
guaranteed by LDK Solar's onshore subsidiaries, Jiangxi LDK PV
Silicon Technology Co., Ltd., Jiangxi LDK Solar Polysilicon Co.,
Ltd., LDK Solar Hi-Tech (Xinyu) Co., Ltd. and LDK Solar Hi-Tech
(Nanchang) Co., Ltd., and by Peng Xiaofeng and his wife.  The
first drawdown of RMB 200 million was approved and completed on
Nov. 21, 2013.

"We are pleased to enter this financing arrangement with the
banking syndicate in China," stated Sam Tong, President and CEO of
LDK Solar.  "While we are beginning to experience improvements in
our business operations, we believe this discretionary loan
facility will provide LDK Solar with the necessary support to ramp
up our manufacturing operations of polysilicon, wafers, cells and
modules in Jiangxi Province when business circumstances so permit.
When the global solar industry regains strength, we are committed
to taking advantage of new opportunities that emerge."

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

LDK Solar Co disclosed a net loss of $1.05 billion on $862.88
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $608.95 million on $2.15 billion of net sales
for the year ended Dec. 31, 2011.  The Company's balance sheet at
June 30, 2013, showed US$4.37 billion in total assets, US$4.79
billion in total liabilities, US$382.84 million in redeemable non-
controlling interests, and a US$794.58 million total deficit.

KPMG, in Hong Kong, China, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Group has
a net working capital deficit and a deficit in total equity as of
Dec. 31, 2012, and is restricted from incurring additional
indebtedness as it has not met a financial covenant ratio as
defined in the indenture governing the RMB-denominated US$-settled
senior notes.  These conditions raise substantial doubt about the
Group's ability to continue as a going concern.


LDK SOLAR: Extends Forbearance with Noteholders Until Dec. 10
-------------------------------------------------------------
LDK Solar Co., Ltd., has entered into a new two-week forbearance
arrangement with holders of a majority in aggregate principal
amount of its US$-Settled 10 Percent Senior Notes due 2014.  The
new forbearance arrangement, which expires on Dec. 10, 2013,
relates to the interest payment due under the Notes on Aug. 28,
2013.  That interest payment is still unpaid.  It is LDK Solar's
intention to find a consensual solution to its obligations under
the Notes as soon as possible and LDK Solar remains hopeful that
it will be able to achieve that goal.

As reported previously, LDK Solar has engaged Jefferies LLC as a
financial advisor for strategic advice in connection with the
Notes and LDK Solar's other offshore obligations.  Holders of LDK
Solar's offshore debt obligations may contact Augusto King at
aking@Jefferies.com, or Steven Strom at sstrom@Jefferies.com,
Lyndon Norley at lyndon.norley@Jefferies.com, or Richard Klein at
rklein@Jefferies.com with any questions.

Sidley Austin is acting as counsel to LDK Solar, led by Thomas
Albrecht at talbrecht@sidley.com, and Timothy Li at
htli@sidley.com.  LDK Solar understands that Ropes & Gray is
acting as counsel to a group of noteholders, led by Daniel
Anderson (daniel.anderson@ropesgray.com) and Paul Boltz
(paul.boltz@ropesgray.com).  LDK Solar also understands that
Houlihan Lokey has been engaged as financial advisor to that same
group of noteholders; holders of the Notes may contact Brandon
Gale at bgale@hl.com with any questions.

                       Third Quarter Results

LDK Solar reported a net loss of $129.73 million on $156.59
million of net sales for the three months ended Sep. 30, 2013, as
compared with a net loss of $143.36 million on $114.71 million of
net sales for the three months ended June 30, 2013.

The Company's balance sheet at Sept. 30, 2013, showed $4.25
billion in total assets, $4.79 billion in total liabilities,
$382.84 million in redeemable non-controlling interests, and a
$922.67 million total deficit.

"Our third quarter results were in line with expectations," stated
Sam Tong, president and CEO of LDK Solar.  "We were pleased to
deliver 37% sequential revenue growth and reduce our net loss
available to LDK Solar's shareholders both sequentially and on a
year-over-year basis.  We saw some signs of further improvement in
the PV market during the quarter.  While European PV markets
remained soft, we experienced increased demand from China, North
America and other emerging solar markets."

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

                       http://is.gd/RMg9S2

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

LDK Solar Co disclosed a net loss of $1.05 billion on $862.88
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $608.95 million on $2.15 billion of net sales
for the year ended Dec. 31, 2011.

KPMG, in Hong Kong, China, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Group has
a net working capital deficit and a deficit in total equity as of
Dec. 31, 2012, and is restricted from incurring additional
indebtedness as it has not met a financial covenant ratio as
defined in the indenture governing the RMB-denominated US$-settled
senior notes.  These conditions raise substantial doubt about the
Group's ability to continue as a going concern.


LIBERACE FOUNDATION: To Seek Plan Approval on Jan. 8
----------------------------------------------------
Liberace Foundation for the Creative and Performing Arts has
received approval to begin soliciting votes for its proposed Plan
of Reorganization and has scheduled a hearing on Jan. 8, 2014, at
9:30 a.m. to seek confirmation of the Plan.

The Debtor was authorized to begin sending solicitation packages
to creditors after it obtained on Nov. 20 approval of the
disclosure statement explaining the terms of the Plan.

Bankruptcy Judge Mike K. Nakagawa fixed Jan. 3, 2014, as the
deadline by which the holders of claims against the Debtor may
cast ballots to accept or reject the Plan.  All ballots must be
received at Ghandi Deeter Law Offices, Attention Nedda Ghandi,
Esq. 601 South 6th Street, Las Vegas, Nevada 89101, on or before
Jan. 2, 2014.

Objections to confirmation of the Plan are due no later than
Dec. 25, 2013.  Replies to any objections are due Jan. 1, 2014.

The Debtor is authorized to make non-substantive changes to the
Disclosure Statement, Plan, and related documents, without further
Court order.

The order signed by the bankruptcy judge was prepared and
submitted by:

         GHANDI DEETER LAW OFFICES
         Nedda Ghandi, Esq.
         601 South 6th Street
         Las Vegas, NV 89101
         Attorney for Debtor

The proposed order was reviewed and agreed to by:

         VENABLE LLP
         Hamid R. Rafatjoo, Esq.
         2049 Century Park East, Suite 2100
         Los Angeles, CA 90067
         Attorney for U.S. Bank

As reported in the Nov. 13, 2013 edition of the TCR, according to
the disclosure statement, the undisputed portion of U.S. Bank's
secured claim was paid from the proceeds of the sale of the
Debtor's property located at 1775 East Tropicana Avenue, Las
Vegas, Nevada.  The disputed portion will be paid out of the
remaining sale proceeds pursuant to an agreement of the parties or
a court order determining the allowed amount of the disputed
portion.  General unsecured claims, estimated at $38,655, will be
paid in full in Cash, from the funds held in the Debtor's Nevada
Trust account, on the Effective Date.  The Liberace Revocable
Trust, the equity interest holder, will be retaining its equity
interests.  A copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/liberacefoundation.doc134.pdf

                    About Liberace Foundation

Founded in 1976, the Liberace Foundation for the Creative and
Performing Arts -- http://www.liberace.org/-- helps students in
Southern Nevada pursue careers in the performing and creative arts
through scholarship assistance and artistic exposure.  The
foundation has awarded more than 2,700 students with scholarships.
It owns the Liberace Museum Collection at 1775 E. Tropicana, in
Las Vegas.  The Liberace Museum, which has exhibited the jewelry,
pianos, garish gowns and other artifacts owned by the great
pianist and showman, was opened in 1979.  The property is valued
at $13 million.  The secured creditor, U.S. Bank N.A., is owed
$1.269 million.

Liberace Foundation filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 12-22004) in Las Vegas on Oct. 24, 2012, estimating
$10 million to $50 million in both assets and liabilities.

Bankruptcy Judge Mike K. Nakagawa presides over the case.

Nedda Ghandi, Esq., at Ghandi Law Offices, in Las Vegas, Nevada,
represents the Debtor.  Brownstein Hyatt Farber Schreck, LLP
serves as special counsel to the Debtor.

Hamid R. Rafatjoo, Esq., at Venable LLP, in Los Angeles,
California, and Jon T. Pearson, Esq., at Ballad
Spahr LLP, in Las Vegas, Nevada, represent U.S. Bank.

No committee has been appointed or designated by the U.S. Trustee.


LOCATION BASED TECHNOLOGIES: Incurs $11MM Net Loss in Fiscal 2013
-----------------------------------------------------------------
Location Based Technologies, Inc., disclosed a net loss of $11.04
million on $1.91 million of total net revenue for the year ended
Aug. 31, 2013, as compared with a net loss of $7.96 million on
$948,110 of total net revenue for the year ended Aug. 31, 2012.

As of Aug. 31, 2013, the Company had $3.37 million in total
assets, $10.12 million in total liabilities and a $6.75 million
total stockholders' deficit.

Comiskey & Company, the Company's independent registered public
accounting firm, issued a "going concern" qualification on the
consolidated financial statements for the year ended Aug. 31,
2013.  The independent auditors noted that the Company has
incurred recurring losses since inception and has accumulated
deficit in excess of $45 million.  There is no establised sales
history for the Company's products, which are new to the
marketplace, the auditors added.

                        Bankruptcy Warning

The Company said it remains obligated under a significant amount
of notes payable, and Silicon Valley Bank has been granted
security interests in the Company's assets.

"If we are unable to pay these or other obligations, the creditors
could take action to enforce their rights, including foreclosing
on their security interests, and we could be forced into
liquidation and dissolution.  We are also delinquent on a number
of our accounts payable.  Our creditors may be able to force us
into involuntary bankruptcy," the Company said in the Annual
Report.

A copy of the Form 10-K filed with the U.S. Securities and
Exchange Commission is available for free at:

                        http://is.gd/LMeSei

                   About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.


M*MODAL INC: Bank Debt Trades at 15% Off
----------------------------------------
Participations in a syndicated loan under which M*Modal Inc. is a
borrower traded in the secondary market at 84.75 cents-on-the-
dollar during the week ended Friday, Nov. 29, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 1.58
percentage points from the previous week, The Journal relates.
M*Modal Inc. pays 550 basis points above LIBOR to borrow under the
facility. The bank loan matures on Aug. 20, 2019, and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


MAGYAR TELECOM: High Court Sanctions Scheme of Arrangement
----------------------------------------------------------
Magyar Telecom B.V. disclosed that its proposed scheme of
arrangement under Part 26 of the UK Companies Act 2006 was
sanctioned without modification by the High Court of Justice of
England and Wales at a hearing before Mr. Justice David Richards,
which took place at 10:30 a.m. London time on November 29.

The Company confirmed that a copy of the Court Order sanctioning
the Scheme has also been delivered to, and acknowledged by, the
Registrar of Companies in England and Wales.

The Scheme remains conditional on the satisfaction of the Scheme
Conditions set out in the Company's explanatory statement dated 28
October 2013, which include a condition that an order is granted
for the recognition of the Scheme under Chapter 15 of the US
Bankruptcy Code.  As previously announced, the hearing under
Chapter 15 of the U.S. Bankruptcy Code will be held at 2:00 p.m.
New York time on Dec. 3, 2013.

                         Nov. 29 Hearing

A sanction hearing in relation to its proposed scheme of
arrangement took place before Mr. Justice David Richards on Nov.
29, 2013, in Court 2 of the High Court of Justice in England and
Wales at 7 Rolls Buildings, Fetter Lane, London EC4A 1NL, United
Kingdom.  At the hearing, the Company sought an order of the Court
sanctioning the Scheme.

The explanatory statement dated Oct. 28, 2013 in relation to the
Scheme is available from the Company's information agent, Lucid
Issuer Services Limited, whose contact details are provided below.

                       Exchange Solicitation

On Nov. 27, 2013, the Company announced the extension of the
Exchange Solicitation Deadline in respect of its EUR345,000,000
Senior Secured Notes due 2016 until Nov. 28.  On the Expiration
Date, 90.70% of Existing Notes have been tendered in the Exchange
Solicitation, fulfilling one of the Exchange Solicitation
Conditions.

However, under the terms of the Exchange Solicitation, the Company
is required to fulfill a number of other conditions, including the
receipt by the Company of a confirmation from Her Majesty's
Revenue and Customs that the Restructuring Steps required to
effect the Exchange Solicitation would not result in a corporate
tax liability.  Based on discussions with HMRC on Nov. 28, the
Company believes that the HMRC Condition may not be fulfilled
prior to the Longstop Date and, as a result, the Company intends
to implement the restructuring pursuant to the Scheme.  It is
noted that the restructuring consideration due to Note Creditors
is identical irrespective of whether the restructuring is
implemented pursuant to the Scheme or the Exchange Solicitation.

                        Chapter 15 Hearing

The hearing under Chapter 15 of the US Bankruptcy Code will be
held at 2:00 pm, New York time on Dec. 3, 2013.

    * Company Advisers:

         HOULIHAN LOKEY (EUROPE) LIMITED
         Chris Foley
         Tel: +44 20 7747 2717
         E-mail: cfoley@hl.com

         WHITE & CASE LLP
         Stephen Phillips
         Tel: +44 20 7532 1221
         E-mail: sphillips@whitecase.com

    * Information Agent

         Lucid Issuer Services Limited
         Sunjeeve Patel / Thomas Choquet
         Tel: +44 20 7704 0880
         E-mail: invitel@lucid-is.com

    * Noteholder Group Advisers

         MOELIS & COMPANY
         Charles Noel-Johnson
         Tel: +44 20 7634 3500
         E-mail: charles.noel-johnson@moelis.com

         ROHAN CHOUDHARY
         Tel: +44 20 7634 3660
         E-mail: rohan.choudhary@moelis.com

         BINGHAM MCCUTCHEN (LONDON) LLP
         Neil Devaney
         Tel: +44 20 7661 5430
         E-mail: neil.devaney@bingham.com

         James Terry
         Tel: +44 20 7661 5310
         E-mail: james.terry@bingham.com

A full notice of the Chapter 15 Hearing is available for free at:

     http://is.gd/T1kuwH

                    About Magyar Telecom B.V.

Magyar Telecom B.V. is a private company with limited liability
incorporated in the Netherlands and registered at the Chamber of
Commerce (Kamer van Koophandel) for Amsterdam with number
33286951 and registered as an overseas company at Companies House
in the UK with UK establishment number BR016577 and its address
at 6 St Andrew Street, London EC4A 3AE, United Kingdom
(telephone: +44(0)207-832-8936, Fax: +44(0)207-832-8950).

Magyar Telecom BV, owner of Hungarian telecommunications provider
Invitel, commenced proceedings in the United Kingdom on Oct. 21,
2013, to carry out a scheme of arrangement to reduce debt.  Under
the scheme to be implemented through the High Court of Justice of
England and Wales,, EUR350 million (US$481 million) in 9.5%
secured notes will be reduced to EUR155 million.  The company has
the support of holders of 70% of the notes.

On Oct. 28, the U.K. judge authorized holding a creditors' meeting
on Nov. 27 to approve the scheme, Bloomberg News relates.

Magyar filed a petition in New York under Chapter 15 (Bankr.
S.D.N.Y. Case No. 13-bk-13508) on Oct. 29, 2013, to assist a court
in the U.K. in carrying out the scheme.


MEDIA GENERAL: GAMCO Asset Held 6.2% Equity Stake at Nov. 12
------------------------------------------------------------
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. 12, 2013, they beneficially
owned 5,439,115 shares of common stock of Media General, Inc.,
representing 6.16 percent of the shares outstanding.  A copy of
the regulatory filing is available at http://is.gd/KaAbKs

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

The Company's balance sheet at Sept. 30, 2013, showed $749.87
million in total assets, $967.06 million in total liabilities and
a $217.18 million in total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Report on July 10, 2013,
Moody's Investors Service upgraded Media General, Inc.'s Corporate
Family Rating to B1 from Caa1 reflecting the marked improvement in
credit metrics pro forma for the pending stock merger with New
Young Broadcasting Holding Co., Inc.

In the July 12, 2013, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Richmond,
Va.-based local TV broadcaster Media General Inc. to 'B+' from
'B'.  "The rating action reflects the improvement in discretionary
cash flow from the refinancing and our expectation that trailing-
eight-quarter leverage will remain at 6x or below over the
intermediate term," said Standard & Poor's credit analyst Daniel
Haines.


MEDIA GENERAL: Standard General Held 31.5% Stake at Nov. 12
-----------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Standard General L.P. and its affiliates disclosed
that as of Nov. 12, 2013, they beneficially owned 26,698,209
shares of Voting Common Stock of Media General Inc. representing
31.5 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/sLylZF

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

The Company's balance sheet at Sept. 30, 2013, showed
$749.87 million in total assets, $967.06 million in total
liabilities, and a $217.18 million in total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Report on July 10, 2013,
Moody's Investors Service upgraded Media General, Inc.'s Corporate
Family Rating to B1 from Caa1 reflecting the marked improvement in
credit metrics pro forma for the pending stock merger with New
Young Broadcasting Holding Co., Inc.

In the July 12, 2013, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Richmond,
Va.-based local TV broadcaster Media General Inc. to 'B+' from
'B'.  "The rating action reflects the improvement in discretionary
cash flow from the refinancing and our expectation that trailing-
eight-quarter leverage will remain at 6x or below over the
intermediate term," said Standard & Poor's credit analyst Daniel
Haines.


MERCATOR MINERALS: Lenders Extend Forbearance to Dec. 6
-------------------------------------------------------
Mercator Minerals Ltd. and its indirect wholly owned subsidiary,
Mineral Park Inc., has been advised by the syndicate of lenders
under the MPI credit facility that an extension of the forbearance
in exercising any remedies under the Credit Facility and waiver of
certain other covenants until December 6, 2013 will be granted.
The Company expects to receive executed documents to that effect
prior to the close of business on November 29, 2013.  As with
previous forbearances, this may be extended beyond December 6,
2013 with the approval of the requisite Lenders.

                   About Mercator Minerals Ltd.

Mercator Minerals Ltd. -- http://www.mercatorminerals.com/-- is a
TSX listed base metals mining company, operates the wholly-owned
copper/molybdenum/silver Mineral Park Mine in Arizona, USA.
Mercator also wholly-owns two development projects in Sonora,
Mexico: the copper heap leach El Pilar project and the
molybdenum/copper El Creston property.


MICHAELS STORES: Net Sales Increased 10.3% in Third Quarter
-----------------------------------------------------------
Michaels Stores, Inc., reported unaudited sales results for the
third quarter ended Nov. 2, 2013.

   * Same-store sales increased 7.9 percent driven by a 3.9
     percent increase in transactions and a 3.8 percent increase
     in the Company's average ticket and a 20 basis point positive
     impact from deferred custom framing revenue.

   * Net sales increased 10.3 percent to $1.12 billion from $1.01
     billion during the third quarter of fiscal 2012.

The Company also announced it is delaying its third quarter 2013
conference call and earnings release as it needs additional time
to review the non-cash expense recorded for Stock Compensation
under Accounting Standards Codification 718, Compensation -- Stock
Compensation ("ASC 718"), which provides guidance regarding the
accounting for share-based compensation expense.

                       About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

Michaels Stores reported net income of $79 million on $2.80
billion of net sales for the nine months ended Oct. 29, 2011,
compared with net income of $0 on $2.70 billion of net sales for
the nine months ended Oct. 30, 2010.  As of Aug. 3, 2013, Michaels
Stores had $1.62 billion in total assets, $3.83 billion in total
liabilities and a $2.21 billion total stockholders' deficit.

                           *     *     *

Michaels Stores carries a 'B2' corporate family rating from
Moody's Investors Service and 'B' corporate credit rating from
Standard & Poor's Ratings Services.


MICHAELS STORES: Amends Fiscal 2012 Annual Report
-------------------------------------------------
The Audit Committee of Michaels Stores, Inc.'s Board of Directors,
after considering the recommendation of management and discussing
with Ernst & Young LLP, the Company's independent registered
public accounting firm, concluded it was necessary to restate the
Company's previously issued consolidated financial statements for
the fiscal years ended Feb. 2, 2013, and Jan. 28, 2012.  In
connection with the preparation of the Company's quarterly report
on Form 10-Q for the quarterly period ended Nov. 2, 2013, the
Company determined that it had incorrectly accounted for certain
stock compensation transactions under the Financial Accounting
Standards Board Accounting Standards Codification Topic 718
Compensation -- Stock Compensation.

Specifically, former participants in the Company's Equity
Incentive Plan and its successor Plan, exercised stock options
upon their termination from the Company, and the Company re-
purchased the immature shares.  Immature shares are defined as
shares held for less than six months following exercise.  The
Company consistently repurchased shares in this manner and
therefore, under accounting rules, established a pattern of
repurchasing immature shares during the third quarter of 2011.
The Company determined all stock options should have been treated
as liability awards in accordance with the rules of ASC 718-10-25-
9.  Under liability accounting, the Company re-measures the fair
value of stock compensation each period and recognizes changes in
fair value as awards vest and until the award is settled.  The
Company originally recognized expense ratably over the vesting
period based on the grant date fair value of the option in
accordance with the fixed method of accounting.  The Company
determined the accounting error was material to fiscal 2011 and
fiscal 2012 financial statements and those required restatement.
The non-cash impact to share-based compensation expense was
$18 million ($11, net of tax) and $32 million ($20, net of tax)
for the fiscal years ended Feb. 2, 2013, and Jan. 28, 2012,
respectively.  As part of the restatement, the Company also
recorded other adjustments related to merchandise inventories and
closed store reserve which were previously determined to be
immaterial to the respective periods.  In total, the adjustments
resulted in a decline of net income by $14 million for fiscal year
ended Feb. 2, 2013, and $19 million for fiscal year ended Jan. 28,
2012.

The Company's restated consolidated statements of comprehensive
income reflect net income of $200 million for fiscal 2012 as
compared with net income of $214 million as reported.

A copy of the Form 8-K, as filed with the U.S. Securities and
Exchange Commission, is available for free at http://is.gd/dhegVU

                      About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

As of Aug. 3, 2013, Michaels Stores had $1.62 billion in total
assets, $3.83 billion in total liabilities and a $2.21 billion
total stockholders' deficit.

                           *     *     *

Michaels Stores carries a 'B2' corporate family rating from
Moody's Investors Service and 'B' corporate credit rating from
Standard & Poor's Ratings Services.


MISSION NEW ENERGY: Enters Into MoU with Benefuel
-------------------------------------------------
Mission NewEnergy Limited has entered into a Memorandum of
Understanding (MoU) with Benefuel Inc., a U.S. based technology
provider who have developed and successfully validated a ground
breaking and patented technology process, that will allow
Mission's 250,000 tpa biodiesel refinery to be commissioned and
operated using substantially lower cost feedstocks.

In the group CEO's Report of the Annual Report released on
Oct. 28, 2013, the Company stated that the thrust of the company
going forward is to re-configure its biodiesel refinery to take
advantage of improved economics based on new technology and
capitalize on currently improved market conditions and to continue
to seek maximum value from its legacy business activities through
the arbitration proceedings in Malaysia and Indonesia.

The MoU with Benefuel Inc. provides for the Parties to explore the
possibility of entering into certain transactions including but
not limited to licensing agreements, asset sale or a business
combination transaction for the Malaysian refinery asset.

The Parties have also identified certain potential partners to
approach relating to but not limited to joint venturing, funding,
operating, and feedstock supply.

More particularly, the parties are looking at opportunities to set
up a joint venture company in Malaysia to own and operate the
biodiesel refinery together with an integrated palm plantation
company.

"This MoU is the result of a year long discussion with Benefuel
Inc. followed by numerous discussions and a visit to Mission's
plant by a team from Benefuel.  We are excited with the
opportunity to retrofit Mission's 250,000 tpa plant with
Benefuel's ENSEL technology so that the plant can finally be
commissioned and put into operation," said Nathan Mahalingam, CEO
of Mission NewEnergy Limited.

"The technology provider is also keen to participate in the equity
of the operating company.  The structure of such an equity
participation, while discussed, has not been finalized.  The
company is also in discussions with various feedstock suppliers
and oleochemical companies to come on board as a shareholder and
joint venture partner in the operating company," Nathan added.

The Company is also in discussions with investors to assist in re-
capitalising the company and to provide working capital to fund
project development costs associated with this project.
Shareholder approval may be required depending on the outcome of
the discussions and proposed business structure.

                      About Mission NewEnergy

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

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

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

Mission NewEnergy disclosed net profit of A$10.05 million on
A$8.41 million of total revenue for the year ended June 30, 2013,
as compared with a net loss of A$6.19 million on A$38.20 million
of total revenue during the prior fiscal year.

The Company's balance sheet at June 30, 2013, showed
A$20.10 million in total assets, A$32.60 million in total
liabilities and a A$12.50 million total deficiency.

BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company incurred operating cash outflows
of $3.7 million during the year ended 30 June 2013 and, as of that
date the consolidated entity's total liability exceeded its total
assets by $12.5 million.  These conditions, along with other
matters, raise substantial doubt the Company's ability to continue
as a going concern.


MOUNTAIN CHINA: Bank Loan Default Casts Going Concern Doubt
-----------------------------------------------------------
Mountain China Resorts on Nov. 29 reported its financial results
for the quarter ended September 30, 2013.

MCR reports its results in Canadian Dollars.

                        Financial Results

Total revenue and the net results were from resort operations with
no real estate sales revenue during the Reporting Period.  Club
Med carried out its second summer operations from July 5th to
August 18th, 2013 (44 days in total).  In 2012, summer operations
started on July 14th and ended on September 2nd (50 days in
total).  For the quarter ended September 30, 2013, the Company
generated revenues from resort operations of $0.73 million and a
net loss of $5.31 million or $0.02 per share compared to $1.18
million and a net loss of $4.8 million or $0.02 per share in 2012
Q3.  Resort Operations EBITDA from continuing operations for the
third quarter of 2013 were negative $0.73 million compared to
negative $0.5 million last year.  The deterioration of EBITDA and
net loss was mainly due to reduced revenue made in Club Med's
second summer operations.  Club Med opened its second resort in
China (Club Med Guilin Resort) in September.  As marketing
activity for Club Med Guilin resort started to pick up, many
guests were attracted to Guilin instead of Yabuli for summer
actitivities.  Also, since the new generation of national leaders
in China took office in the 12nd People's Congress in March 2013,
Chinese government has issued a series of policies aimed at
tightening up spending on government and business entertainment
and reception activities.  As a result, consumptions in tourism
and business receptions have decreased on a large scale, and
operations of Club Med were negatively affected by this social
environment.

Resort operations expenses from continuing operations totaled
$1.36 million for the quarter ended September 30, 2013 compared to
$1.61 million in 2012.  Operations expenses within the resorts are
mainly attributable to snow making, grooming, staffing, fuel and
utilities, which also include the G&A expenses relating to the
resort's senior management, marketing and sales, information
technology, insurance and accounting.

Other income totaled $0.1 million (2012:0.08 million), which
mainly consists of income recognized from the deposit by Club Med
of $0.08 million.

Corporate general and administrative expenses ("G&A expenses")
totaled $0.2 million for the quarter ended September 30, 2013
compared to $0.16 million in 2012.  This amount mainly comprised
executive employee costs, public company costs, and corporate
information technology costs.

Depreciation and amortization expense from continuing operations
totaled $2.89 million for the quarter ended September 30, 2013
compared to $2.81 million in 2012.

The Group incurred financing cost of $1.6 million for the quarter
ended September 30, 2013 from continuing operations compared to
$2.02 million in 2012.  Financing costs were mainly related to the
loan interest, and also included bank administrative fees, and
service charges.

Cash and cash equivalents totaled $7.68 million and working
capital was negative $65.52 million as at September 30, 2013.

The Company has an accumulated deficit, a working capital
deficiency and has defaulted on a bank loan, which casts
substantial doubt on the Company's ability to continue as a going
concern.  The Company's ability to meet its obligations as they
fall due and to continue to operate as a going concern is
dependent on further financing and ultimately, the attainment of
profitable operations.  These consolidated financial statements do
not include any adjustments to the amounts and classifications of
assets and liabilities that might be necessary should the Company
be unable to continue as a going concern.  Management of the
Company plans to fund its future operation by obtaining additional
financing through loans and private placements and through the
sale of the properties held for sale.  However, there is no
assurance that the Company will be able to obtain additional
financing or sell the properties held for sale.

Despite of the financial difficulty posed by the overdue debts and
continued loss, management is confident in the development of both
the industry and the Company in the near future.  The government
of Heilongjiang Province had demonstrated strong incentive to
support the skiing industry and the Company by increasing local
infrastructure investment and providing potential bank loan
interest subsidy scheme.  Recently in August the Company was
notified by Harbin Commercial Bank that they had approved to
extend the repayment schedule of its bank loan with an outstanding
balance of $23.56 million (RMB 140 million) from 3 years to 10
years. Revenue from Club Med in winter season had been growing
steadily, and the Company will be the official partner and playing
field of 2016 World Championships of Snowboarding.  Management are
also working on various means to attract new investment into the
company to complete the construction of villas and improve the
capital structure of the Company.

                          SUBSEQUENT EVENTS

Trading in the Company's securities was reinstated by the TSX
Venture Exchange on October 16, 2013 as the Exchange is reviewing
the Company's status with respect to its Tier 1 Continued Listing
Requirements.

          2013 THIRD QUARTER MAJOR CORPORATE DEVELOPMENTS

Maturity of Bank Loan from Harbin Commercial Bank Extended to 10
Years

On February 14, 2012, the Company secured a bank loan for the
amount of $23,562 (RMB 140 million) from Harbin Commercial Bank.
The Original HCB Loan carries a three year-term with a maturity
date of February 15, 2015 and a fixed annual interest rate of
7.315%, with interest to be paid on a monthly basis commencing
February 16, 2012.  The principal of the Original HCB Loan is
repayable in four installments starting with the first installment
repayment due on August 15, 2013 and each subsequent installment
repayment due every six months thereafter.  The Company used the
advance from the Original HCB Loan and $1,683 (RMB 10 million) of
other available funds to repay the Bridge Loan.

In order to improve the capital structure, management of the
Company had been negotiating with the bank to extend the repayment
schedule.  In August, 2013, the Company was notified by Harbin
Commercial Bank that the bank had approved to extend the repayment
schedule from 3 years to 10 years.  According to the new
arrangement the loan will mature in December, 2022.  The first
installment of $505 (RMB3 million) is repayable in August 2013,
and thereafter the Company will need to repay $2,356 (RMB14
million) each year for eight consecutive years (RMB0.2 million in
December and 13.8 million in February), and $4,208 (RMB25 million)
in the final year (RMB0.4 million in December and 24.6 million in
February).  The Company had made the payment of the first
installment of $514 (RMB3 million) in August, 2013.

        Updates on China Construction Bank Loan Defaults

On March 31, 2013 the Company defaulted on its third principal
payment of $6.73 million (RMB 40 million) under its $42.08 million
(RMB250 million) loan agreement with the China Construction Bank.
According to the Loan Agreement between Yabuli and Construction
Bank, Construction Bank has the right to accelerate Yabuli's
obligation to repay the entire unpaid principal plus interest
immediately and to take legal actions to enforce on the security.
In August 2013 the Company was made aware that a formal
prosecution has been brought by the bank to demand repayment.  As
of on September 30, 2013, the principal and interest owing was
$44.26 million, and the collaterals associated with the loan
agreement are made up of the Company's land use rights and
property and equipment with a carrying value of approximately
$64.26 million.  The outcome of this lawsuit cannot be accurately
estimated at the time.  The company has been negotiating with the
bank to arrange for a debt restructuring plan, and as of the
reporting date, no consensus has been arrived yet.  Although the
bank informally expressed their intention to maintain normal
operations of the Company, there is no assurance that they will
not take further actions in the future.

                  Updates on Debt Restructuring

On February 8, 2012, the Company entered into a Debt Settlement
Agreement with Melco Leisure and Entertainment Group Limited for
the settlement of a loan in the principal of US$12 million made by
Melco to the Company and a loan in the principal of US$11 million
made by Melco to Mountain China Resorts Investment Limited, the
Company's Cayman subsidiary, both in 2008.  On May 29, 2012, the
Company and Melco entered into Amended and Restated Debt
Settlement Agreement to clarify details of the loan settlement
mechanism and procedures to implement the settlement of the Melco
Loans.  On July 10, 2012, during the Company's Annual General
Meeting, the Company obtained Shareholder Approval on the
Agreement.  The transactions contemplated under the Agreement have
been approved by the TSX Venture Exchange.

Detailed settlement arrangement can be found in Note 13 of 2013
Interim Consolidated Financial Statements.  Settlement procedures
were started in the second quarter of 2013, and the Company paid
$3.01 million to MLE on May 31, 2013 as a partial fulfilment to
its cash repayment obligation specified in the Agreement.  The
Company also issued 20,600,000 common shares and 19,444,444 common
shares to its subsidiary MCRI for the price of USD$0.18 on July 2,
2013 and July 23, 2013 respectively in preparation of fulfilling
certain of its obligations under the Agreement.  The 20,600,000
common shares issued in Issuance I will be transferred to MLE for
full satisfaction of the MCRI Loan with the new principal amount
of USD $14.9 million.  According to the Company's initial
discussion with MLE, the US$3.5m portion of the Principal would be
settled by conversion into 19,444,444 common shares.  Issuance II
was made in preparation of this potential settlement.  However,
after a series of negotiations, it is probable that management of
MLE will choose to take up to the maximum of five Chosen Villas on
the basis of USD $0.7 million per villa for settlement of the
US$3.5m portion of the Principal.  Therefore, it is probable that
the 19,444,444 common shares in the Issuance II may be canceled
later accordingly.  As of the reporting date, the Company is still
in negotiation with MLE on the details of the settlement.

                      Update on Changchun Resort

On November 17, 2010, the Company disclosed that the government of
Erdao district of Changchun City in the Jilin Province of the
People's Republic of China, through Changchun Lianhua Mountain
Agricultural Project Development Company Limited excluded the
Company from management of the Changchun Resort.  The Company has
engaged in discussions with the Erdao Government, Changchun
Lianhua Mountain Sports & Travel Development Company Changchun
Sports and CCL Agricultural with an aim of resolving this matter.
If the current situation cannot be resolved through negotiations,
the Company may have to resort to legal means to protect its
rights in relation to Changchun Resort.

As a result of the foregoing, the Company has lost control of
Changchun Resort and has therefore written off the full value of
the assets and liabilities of Changchun Resort and reported it as
a loss from discontinued operations as of December 31, 2010.  In
2011, the Company commenced legal actions against the Erdao
Government in an effort to regain control and ownership of the
assets and operations.

The Company's legal department has sent three letters of formal
complaint to the Ministry of Commerce of the People's Republic of
China in June 2012, the Erdao Government, and Jilin Lianhua
Tourist Committee.  Recently, the Ministry of Commerce of the
People's Republic of China has assigned the case to the relevant
authority called the Economic and Technological Cooperation
Department of Jilin Province for handling.  After a series of
negotiations made and no consensus arrived, management had decided
to start formal administrative prosecution process against the
government.  As at September 30, 2013, management had sent several
letters of notice, but no formal prosecution has been started.


MUD KING: Can Employ BKD and Gregory E. Usry as Tax Accountant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
granted Mud King Products, Inc., permission to employ BKD LLP and
Gregory E. Usry as accountant for the limited purposes of
preparing state and federal tax returns and related filings.

As reported in the TCR on July 17, 2013, the hourly rates of
firm's personnel are:

         Gregory Usry               $390
         Assistants              $150 to $300

To the best of the Debtor's knowledge, the firm and its employees
are "disinterested persons" as that term is defined in Section
101(14) of the Bankruptcy Code.

                      About Mud King Products

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013.  The petition was signed
by Erich Mundinger as vice president.  The Debtor disclosed
$18,959,158 in assets and $3,351,216 in liabilities as of the
Chapter 11 filing.  Annie E Catmull, Esq., Melissa Anne Haselden,
Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, Esq., at
Hoover Slovacek, LLP, represent the Debtor in its restructuring
effort.  Judge Karen K. Brown presides over the case.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditor.


MUSCLEPHARM CORP: Board OKs $112,500 Cash Bonuses to Directors
--------------------------------------------------------------
The Board of Directors of MusclePharm Corporation approved a
discretionary cash bonus of $112,500 paid on Nov. 15, 2013, to
each of the Company's independent directors and, in the case of
Daniel McClory, that bonus will be prorated to the date of his
appointment to the Board.  Donald Prosser was granted an
additional cash bonus of $35,000.  Daniel McClory was granted (i)
an additional cash bonus of $15,000 (ii) and 1,000 shares of the
Company's restricted common stock.

Also effective Nov. 15, 2013, Richard Estalella was granted a cash
bonus of $92,466.

Also effective on Nov. 15, 2013, the Board approved certain
miscellaneous expense allocations for certain members of
management.  Brad Pyatt, L. Gary Davis, Richard Estalella, Cory
Gregory, Sydney Rollock and Jeremy DeLuca will each have an annual
miscellaneous expense allocation of $5,000.  Additionally, the
Board approved continuing to provide a monthly automobile expense
allowance to each of Brad Pyatt, L. Gary Davis, Richard Estalella,
Cory Gregory and Sydney Rollock.  Mr. Pyatt will continue to
utilize a Company provided automobile while the remainder will be
provided a monthly automobile allowance of $500.

                          About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at Sept. 30, 2013, showed $41.54 million in total
assets, $18.87 million in total liabilities and $22.67 million in
total stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


NATIONAL HOLDINGS: Richard Abbe Stake at 8.2% as of Nov. 21
-----------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Richard Abbe and his affiliates disclosed that as of
Nov. 21, 2013, they beneficially owned 7,276,625 shares of common
stock of National Holdings Corporation representing 8.23 percent
of the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/UkOtPK

                      About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

The Company incurred a net loss of $1.93 million for the year
ended Sept. 30, 2012, compared with a net loss of $4.71 million
during the prior year.  The Company's balance sheet at June 30,
2013, showed $23.43 million in total assets, $11.81 million in
total liabilities and $11.62 million in total stockholders'
equity.

Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred significant losses and has a working
capital deficit as of Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code," the
Company said in its annual report for the year ended Sept. 30,
2012.


NATIONAL HOLDINGS: Bryant Riley Ownership at 4.2% as of Nov. 25
---------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Bryant Riley and his affiliates disclosed
that as of Nov. 25, 2013, they beneficially owned 5,192,058 shares
of common stock of National Holdings Corporation representing 4.2
percent of the shares outstanding.  Mr. Riley previously reported
beneficial ownership of 6,361,158 common shares or 5.2 percent
equity stake as of Oct. 24, 2013.  A copy of the regulatory filing
is available for free at http://is.gd/2Li04x

                       About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

The Company incurred a net loss of $1.93 million for the year
ended Sept. 30, 2012, compared with a net loss of $4.71 million
during the prior year.  The Company's balance sheet at June 30,
2013, showed $23.43 million in total assets, $11.81 million in
total liabilities and $11.62 million in total stockholders'
equity.

Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred significant losses and has a working
capital deficit as of Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code," the
Company said in its annual report for the year ended Sept. 30,
2012.


NEONODE INC: To Issue 2 Million Shares Under Incentive Plan
-----------------------------------------------------------
Neonode Inc. registered with the U.S. Securities and Exchange
Commission 2 million shares of common stock reserved for future
grant under the Neonode Inc. 2006 Equity Incentive Plan.  The
proposed maximum aggregate offering price is $11.06 million.  A
copy of the Form S-8 prospectus is available for free at:

                        http://is.gd/J1xmiq

                         About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.

The Company incurred a net loss of $9.28 million in 2012, a net
loss of $17.14 million in 2011 and a $31.62 million net loss in
2010.  As of Sept. 30, 2013, the Company had $13.38 million in
total assets, $4.80 million in total liabilities and $8.58 million
total stockholders' equity.


NESBITT PORTLAND: Wins Approval of $166-Mil. Sale of Hotels
-----------------------------------------------------------
Grant Lyon, the chief restructuring officer of Nesbitt Portland
Property, LLC, et al., obtained approval from the bankruptcy judge
to sell substantially all of the assets of the Debtors to ES
Feeholder, LLC, for $166.3 million.

ES Feeholder, an affiliate of secured lender ES Noteholder, LLC,
submitted the highest and best offer for the assets.  ES is a
joint venture formed by BlueMountain Capital Management LLC unit
and an affiliate of AWH Partners LLC.

Judge Robin L. Riblet noted that prior to selecting ES Feeholder
as the winning bidder, broker Jones Lang LaSalle, at the direction
of the CRO, solicited offers to acquire the purchased assets from
a wide variety of parties, including the Nesbitt Bidder (defined
as the entity owned by Patrick Nesbitt, Sr.).  The Nesbitt Bidder
submitted a qualified bid that was materially less than the
winning bidder, and agreed with the CRO that an open auction was
not required.  The Nesbitt Bidder remains outstanding as a back-up
bid, subject to the right of secured lender to submit a credit
bid.

ES Noteholder acquired the mortgage loan from U.S. Bank National
Association.

A copy of the sale order signed by the bankruptcy judge on
Nov. 19, 2013 is available for free at:

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

                  About Nesbitt Portland Property

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight hotels,
seven of which are operated as Embassy Suites brand hotels.  The
eighth hotel, located in El Paso, Texas, was previously operated
as an Embassy Suites hotel, but lost its franchise agreement.
The eight hotels were pledged by the Debtors as collateral for the
loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
Capital owns and/or operates 23 branded hotels in 11 states across
the U.S.  Windsor Capital is the largest private owner and
operator of Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Cal. Lead Case No. 12-12883) on
July 31, 2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Jonathan Gura, Esq., and Peter Susi, Esq., at Susi & Gura, PC; and
Joseph M. Sholder, Esq., at Griffith & Thornburgh LLP, represent
the Debtor as counsel.  Alvarez & Marsal North American, LLC,
serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled
$29.4 million in assets and $192.3 million in liabilities.
Nesbitt Portland's hotel property is valued at $27.19 million, and
secures a $191.9 million debt to U.S. Bank.

A chief restructuring officer, Grant Lyon, was appointed as part
of the plan support agreement reached by the parties.  The CRO
supervised the sale process contemplated under the Chapter 11
plan.  The CRO tapped Allegiant Investors LLC as hotel consultant.

The Debtors and their lender submitted a Chapter 11 reorganization
plan that calls for selling off seven Embassy Suites brand hotels
and an eighth Texas hotel to new franchisors.  The hotels were put
up for auction in an attempt to cover at least $193 million in
outstanding lender claims -- including a defaulted $187.5 million
loan plus interest.  A copy of the findings of fact and order
confirming the Plan signed on Oct. 4, 2013, is available for free
at http://bankrupt.com/misc/Nesbitt_Plan_Order_Oct2013.pdf

The bankruptcy court will hold a hearing regarding the status of
the Debtors' post-confirmation efforts on March 28, 2014, and the
Debtors will, no later than March 21, 2014, file a status report
containing a general report on progress in consummating the Plan.


NEPHROS INC: Appoints Daron Evans to Board of Director
------------------------------------------------------
Nephros, Inc., appointed Daron Evans to its Board of Directors.
Mr. Evans replaces James S. Scibetta who will be leaving the Board
effective Dec. 31, 2013.  Mr. Evans was also named a member of the
Audit Committee.

Mr. Evans' initial term will expire at the Company's annual
meeting of stockholders to be held in 2014.  He will also serve on
the Audit Committee.

Mr. Evans is a life sciences executive with over 20 years of
financial leadership and operational experience.  Mr. Evans is
currently a Partner at The Highland Group, an operational
consulting practice that partners with industrial clients to
deliver targeted results, and a Director on the Board of Zumbro
Discovery, an early stage company developing a novel therapy for
resistant hypertension.  Mr. Evans was most recently Chief
Financial Officer of Nile Therapeutics, Inc., from 2007 until its
merger with Capricor, Inc., in November 2013.

A full-text copy of the press release is available for free at:
http://is.gd/nRZwAM

                           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.

The Company's balance sheet at Sept. 30, 2013, showed
$2.55 million in total assets, $2.12 million in total liabilities
and $430,000 in total stockholders' equity.

Rothstein Kass, in Roseland, New Jersey, expressed substantial
doubt about Nephros' 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.


NGPL PIPECO: Bank Debt Trades at 7% Off
---------------------------------------
Participations in a syndicated loan under which NGPL PipeCo LLC is
a borrower traded in the secondary market at 92.55 cents-on-the-
dollar during the week ended Friday, Nov. 29, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.49
percentage points from the previous week, The Journal relates.
NGPL PipeCo LLC pays 550 basis points above LIBOR to borrow under
the facility. The bank loan matures on May 4, 2017, and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in Houston, Texas, NGPL PipeCo. LLC is a holding
company for Natural Gas Pipeline Company of America and other
interstate natural gas pipeline assets.  NGPL is 80% owned by
Myria Acquisition LLC and 20% owned and operated by Kinder Morgan,
Inc.

                           *     *     *

As reported in the Troubled Company Reporter on June 6, 2013,
Moody's Investors Service downgraded NGPL PipeCo LLC's (NGPL)
senior unsecured debt rating, Corporate Family Rating, and
Probability of Default Rating to B2 from Ba3. NGPL's Speculative
Grade Liquidity Rating is changed to SGL-3 from SGL-2. The rating
outlook is now stable.


NORTHLAND POWER: S&P Raises Global Scale Rating to 'BB+'
--------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Toronto-based Northland Power Inc.
(NPI) to 'BBB' from 'BBB-'.  The outlook is stable.  At the same
time, Standard & Poor's raised its global scale and Canada scale
preferred stock ratings on NPI to 'BB+' and 'P-3(High)' from 'BB'
and 'P-3', respectively.  Standard & Poor's also affirmed its
'BBB' issue-level rating on the company's senior secured debt.

"The upgrade reflects our assessment of NPI's consistent and
stable cash flow as well as its strong track record of completing
projects on time and within budget," said Standard & Poor's credit
analyst Stephen Goltz.  "Cash flows from the North Battleford
project, which began commercial operations June 5, 2013, will
further support the company's overall credit metrics, in our
view," Mr. Goltz added.

NPI is an independent power generation company, with operations
primarily in Canada as well as some in the U.S. and Germany.  Its
operating asset portfolio consisted of a net economic interest in
power producing facilities with a total capacity of approximately
1,329 megawatts (MW) as of Sept. 30, 2013.  In addition, the
company has various projects in advanced development.  NPI
recently announced that it had signed an agreement to acquire a
majority equity stake in Gemini, a 600 MW offshore wind project
off the coast of the Netherlands.  NPI expects to reach financial
closure on Gemini in 2014.  S&P expects construction on the
project to start in late 2014 and the project to begin commercial
operations in 2017.

The stable outlook reflects S&P's view of NPI's partially
consolidated financial measures, which S&P believes will remain at
or above 30% parent-only cash flow (POCF)-to-debt, and S&P's
expectation that the company will continue to finance its projects
with nonrecourse project debt.  The outlook also reflects S&P's
expectation that NPI's long-term contracted power generation
businesses will continue to produce stable and predictable cash
flows with a quality of cash flow score of 5.  S&P believes there
will be a modest improvement in its diversity with respect to
asset concentration, counterparty, and fuel type as its various
projects come online on time and budget.

Given the potential for additional financial commitments to the
Gemini project in addition to what the company has already
committed to, S&P don't expect an upgrade during the next two-to-
three years.

Conversely, if the Gemini project should experience material
unanticipated delays or cost increases or POCF-to-debt
consistently falls below 22% on a partially deconsolidated basis,
S&P would consider a downgrade.


OCEANSIDE MILE: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Oceanside Mile LLC dba Seabonay Beach Resort filed with the U.S.
Bankruptcy Court for the Central District of California its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $13,000,000
  B. Personal Property              $148,100
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,150,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $89,680
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $127,617
                                 -----------      -----------
        TOTAL                    $13,148,100       $8,367,297

A copy of the schedules is available at:

       http://bankrupt.com/misc/oceansidemile.doc72.pdf

                      About Oceanside Mile

Oceanside Mile LLC filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 13-35286) on Oct. 17, 2013.  Arturo Rubinstein signed the
petition as managing member.  The Debtor estimated assets of at
least $10 million and liabilities of at least $1 million.  Judge
Barry Russell presides over the case.

The Debtor is represented by Sandford L. Frey, Esq., Stuart I.
Koenig, Esq., and Martha C. Wade, Esq., at Creim Macias Koenig &
Frey LLP, in Los Angeles, California.

First-Citizens Bank & Trust Company is represented by Craig H.
Averch, Esq., and Roberto J. Kampfner, Esq., at White & Case LLP,
in Los Angeles, California.


ORAGENICS INC: Completes Offering of $9.8 Million Common Shares
---------------------------------------------------------------
Oragenics, Inc., has completed its underwritten public offering of
4,400,000 shares of common stock at a public offering price of
$2.50 per share.  The net proceeds to the company, after
underwriting discounts and commissions and estimated offering
expenses, were $9,847,500.

Griffin Securities was the sole underwriter for the offering.

The Company filed a registration statement on Form S-3, as well as
a final prospectus supplement and accompanying prospectus, with
the Securities and Exchange Commission.  The final prospectus
supplement and accompanying prospectus relating to the offering
may be obtained by sending a request to Griffin Securities, Inc.,
by calling (212) 509-9500 or by mail at Griffin Securities, Inc.,
17 State Street New York, NY 10004.

                        About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

Oragenics incurred a net loss of $13.09 million in 2012, as
compared with a net loss of $7.67 million in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $8.81
million in total assets, $4.45 million in total liabilities, all
current, and $4.36 million in total shareholders' equity.


ORAGENICS INC: Randal Kirk Held 26.2% Equity Stake at Nov. 20
-------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Randal J. Kirk disclosed that as of
Nov. 20, 2013, he beneficially owned 9,140,980 shares of common
stock of Oragenics Inc. representing 26.2 percent of the shares
outstanding.  Mr. Kirl previously reported beneficial ownership of
7,898,490 common shares as of Sept. 30, 2013.  A copy of the
amended regulatory filing is available at http://is.gd/cBWbEq

                       About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

Oragenics incurred a net loss of $13.09 million in 2012, as
compared with a net loss of $7.67 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $8.81 million in total
assets, $4.45 million in total liabilities, all current, and $4.36
million in total shareholders' equity.


ORCKIT COMMUNICATIONS: Incurs $138,000 Net Loss in 3rd Quarter
--------------------------------------------------------------
Orckit Communications Ltd. reported a net loss of $138,000 on
$1.63 million of revenues for the three months ended Sept. 30,
2013, as compared with a net loss of $353,000 on $2.15 million of
revenues for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $3.54 million on $6.30 million of revenues as compared
with a net loss of $6.21 million on $8.92 million of revenues for
the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $12.44
million in total assets, $24.03 million in total liabilities and a
$11.59 million total capital deficiency.

A copy of the report filed with the U.S. Securities and Exchange
Commission is available for free at:

                        http://is.gd/2eI1tc

                           About Orckit

Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT)
engages in the design, development, manufacture and marketing of
advanced telecom equipment to telecommunication service providers
in metropolitan areas.  The Company's products are transport
telecommunication equipment targeting high capacity packetized
metropolitan networks.

Orckit disclosed a net loss of $6.46 million on $11.19 million of
revenues for the year ended Dec. 31, 2012, as compared with a net
loss of $17.38 million on $15.58 million of revenues for the year
ended Dec. 31, 2011.

Kesselman & Kesselman, 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 a
capital deficiency, recurring losses, negative cash flows from
operating activities and has significant future commitments to
repay its convertible subordinated notes.  These facts raise
substantial doubt as to the Company's ability to continue as a
going concern.


OVERSEAS SHIPHOLDING: Enters Into Claims Agreements with DHT
------------------------------------------------------------
DHT Holdings, Inc. on Nov. 29 disclosed that DHT and certain of
its affiliates and Overseas Shipholding Group, Inc. and certain of
its affiliates have agreed to a total claims amount of $46.0
million in full settlement of the claims filed against two
subsidiaries of OSG, Dignity Chartering Corporation and Alpha
Suezmax Corporation, for damages arising from the Debtors'
rejection of the bareboat charter agreements for the Overseas
Newcastle and Overseas London, respectively, and against OSG on
account of its guarantees of the obligations of Dignity and Alpha,
respectively, under each of the respective bareboat charter
agreements.  On March 6, 2013 subsidiaries of DHT filed proofs of
the Claims in the Bankruptcy Court in the aggregate amount of
approximately $51.8 million plus attorneys' fees.  The amount is
subject to the final order of the U.S. Bankruptcy Court for the
District of Delaware which is expected on December 19, 2013.

As announced on April 2, 2013, DHT entered into Assignment of
Claims Agreements with Citigroup Financial Products Inc. on
March 14, 2013 in connection with the Claims whereby Citigroup
agreed to purchase the undivided 100% interest in the Company's
right and title and interest in the Claims.  The Company received
an aggregate initial payment of approximately $6.9 million from
Citigroup.

As a result of the agreed Claims amount of $46.0 million, DHT will
receive an additional and final payment of approximately $8.5
million from Citigroup, when the Claims are allowed by the
Bankruptcy Court.  As a result, DHT expects to record the total
aggregate amount of approximately $15.4 million received from
Citigroup as revenue in the fourth quarter 2013 financial
statements.

Also, DHT and certain of its affiliates and OSG and certain of its
affiliates have separately agreed to settle six further claims in
the amount of $3.4 million plus attorneys' fees filed by various
affiliates of DHT against various affiliates of OSG, and OSG as
guarantor of each claim on or about May 30, 2013, for a total
claim amount of $1.5 million in full settlement of such claims.
The settlement amount is also subject to the final order of the
Bankruptcy Court which is expected on December 19, 2013.  These
claims have not been assigned to a third party and the amount,
timing and form of any recovery is not known.

                     About DHT Holdings, Inc.

DHT -- http://www.dhtankers.com-- is an independent crude oil
tanker company.  The Company's fleet trades internationally and
consists of crude oil tankers in the VLCC, Aframax and Suezmax
segments.  It operates out of Oslo, Norway, through our wholly
owned management company.

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PATIENT SAFETY: Closes $5 Million Term Loan Financing
-----------------------------------------------------
Patient Safety Technologies, Inc., closed a $5 million senior
secured term loan.  At closing, $4 million of the term loan was
funded.  The Company has the ability to draw an incremental $1
million under the term loan, subject to certain conditions.  The
five-year term loan matures in 2018 and bears interest at
13 percent per annum.

"Combined with our existing liquidity, the proceeds of this debt
financing help better position the Company to fund the continued
growth of our business and gives us added resources to manage our
supply chain.  The accommodating terms and longer term maturity of
the loan provides us added financial flexibility at a lower cost
of capital than our historical capital raises," stated Brian E.
Stewart, president and chief executive officer of Patient Safety
Technologies, Inc.

Additional details regarding the Company's new loan agreement are
set forth in its current report on Form 8-K, filed with the U.S.
Securities and Exchange Commission on Nov. 22, 2013, a copy of
which is available for free at http://is.gd/o6LAmz

                  About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

The Company's balance sheet at Sept. 30, 2013, showed $18.71
million in total assets, $5.56 million in total liabilities and
$13.15 million in stockholders' equity.


PENN MONACA STEEL: Dec. 17 Hearing on Bid to Sell Property
----------------------------------------------------------
Penn Monaca Steel Products Company will appear before the U.S.
Bankruptcy Court for the Western District of Pennsylvania at a
hearing on Dec. 17, 2013, at 1:30 p.m. to seek an order to sell
property in which these Respondents may have an interest:

     * Beaver County Treasurer;
     * Borough of Monaca;
     * Central Valley School District;
     * Commonwealth of Pennsylvania Department of Revenue;
     * First National Bank of PA;
     * Flexospan Steel Buildings Inc.;
     * Internal Revenue Service;
     * Omslaer Steel & Builders; and
     * Supply Inc., YMF, Inc., D/B/A Youngstown Metal Fabricating

Anyone who objects must file a written response to the Motion for
Sale of Property Free and Clear of All Liens, Claims and
Encumbrances with the Clerk of the Bankruptcy Court at 5414 U.S.
Steel Tower, 600 Grant Street, Pittsburgh, PA 15219 with a copy
served on Counsel for the Debtor, on or before Dec. 10, 2013.

The hearing will be held in Courtroom B, 54th Floor, U.S. Steel
Tower, 600 Grant Street, Pittsburgh, PA 15219.

The Court may entertain higher and better offers at the hearing
for the contemplated sale.

Penn Monaca Steel owns a commercial Real Property situated at
1740-1746 Pennsylvania Avenue, Monaca, PA 15061.  Penn Monaca
Steel has executed an Agreement of Sale and Purchase for Real
Estate dated Oct. 4, 2013, from Reno V. Dioguardi, an adult
individual, or his assigns for the purchase price of $200,000.

Counsel to the Debtor:

         ROBERT O LAMPL PA
         960 Penn Avenue, Suite 1200
         Pittsburgh, PA 15222
         Tel: (412) 392-0330
         Fax: (412) 392-0335
         E-mail: rlampl@lampllaw.com

Penn Monaca Steel Products Company filed for Chapter 11 bankruptcy
(Bankr. W.D. Pa. Case No. 13-24337) on Oct. 11, 2013, estimating
under $1 million in both assets and debt.

A copy of the petition is available at no charge at:

     http://bankrupt.com/misc/pawb13-24337.pdf


PHYSIOTHERAPY HOLDINGS: Taps Alvarez & Marsal to Provide CRO
------------------------------------------------------------
Physiotherapy Holdings, Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Alvarez & Marsal Healthcare Industry Group,
LLC, to provide Martin McGahan as the Debtors' chief restructuring
officer, nunc pro tunc to Nov. 12, 2013.

Alvarez & Marsal will also provide additional personnel as
necessary in the terms and conditions set forth in the engagement
letter.  The additional personnel will provide restructuring
support services that Alvarez & Marsal and the Debtors deemed
appropriate to manage and advise the Debtors during these Chapter
11 cases.

The Debtors require Alvarez & Marsal to:

   (a) perform a financial review of the Debtors, including its
       short and long-term projected cash flows and operating
       performance;

   (b) identify cost reduction and operations improvement
       opportunities;

   (c) assist in developing for review by the Debtors' board of
       directors possible restructuring plans or strategic
       alternatives for maximizing the enterprise value of the
       Debtors' various business lines;

   (d) service by the CRO as the principal contact with the
       Debtors' creditors and with respect to the Debtors'
       financial and operational matters;

   (e) assumption by the CRO, at any time as directed and approved
       by the Board, of the duties of the Debtors' chief executive
       office on an interim basis; and

   (f) perform other services as requested by the Debtors and
       agreed to by Alvarez & Marsal that is not duplicative of
       services provided by other professionals in this
       proceeding.

Alvarez & Marsal will be paid at these hourly rates:

       CRO                        $850
       Managing Director       $650-$850
       Director                $450-$650
       Associate/Consultant    $350-$450
       Analyst                 $250-$350

The Debtors' payments for the CRO's services will not exceed
$150,000 per month.

Alvarez & Marsal will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Alvarez & Marsal received a $450,000 retainer paid in two parts of
$250,000 on Apr. 25, 2013 and $200,000 on July 26, 2013, in
connection with preparing for and filing these Chapter 11 cases.
In the 90 days prior to the petition date, Alvarez & Marsal
received payments totaling $1,406,771 in the aggregate for
services performed by the Engagement Personnel for the Debtors.
Alvarez & Marsal applied these funds to amounts due for services
rendered and expenses incurred prior to the petition date.

The unapplied residual retainer, which is estimated to total
approximately $400,000, will not be segregated by Alvarez & Marsal
in a separate account, and will be held until the end of these
Chapter 11 cases and applied to Alvarez & Marsal's finally
approved fees in these proceedings, unless an alternate
arrangement is agreed to by the Company.

Martin McGahan, managing director of Alvarez & Marsal, 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 District of Delaware will hold a hearing on the
application on Dec. 17, 2013, at 1:30 p.m.  Objections, if any,
are due Dec. 10, 2013, at 4:00 p.m.

Alvarez & Marsal can be reached at:

       Martin McGahan
       ALVAREZ & MARSAL HEALTHCARE INDUSTRY GROUP, LLC
       600 Madison Avenue, 8th Floor
       New York, NY 10022
       Tel: (212) 759-4433
       Fax: (212) 759-5532

                     About Physiotherapy Holdings

Physiotherapy Holdings, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code on Nov. 12, 2013 (Bankr.
D.Del. Case No. 13-12965).  The Debtors are the largest pure-play
provider of outpatient physical therapy services in the United
States with a national footprint of 581 outpatient rehabilitation
and orthotics & prosthetics clinics located in 29 states plus the
District of Columbia.

The Debtor is represented by Domenic E. Pacitti, Esq., and Michael
W. Yurkewicz, Esq., at KLEHR HARRISON HARVEY BRANZBURG, LLP, in
Wilmington, Delaware; Morton Branzburg, Esq., at KLEHR HARRISON
HARVEY BRANZBURG LLP, in Philadelphia, Pennsylvania; and Jonathan
S. Henes, P.C., Esq., Nicole L. Greenblatt, Esq., and David S.
Meyer, Esq., at KIRKLAND & ELLIS LLP, in New York.

The Ad Hoc Committee of Senior Noteholders is represented by
Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee,
Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

U.S. Bank, National Association, as Bridge Loan Agent, is
represented by Stacey Rosenberg, Esq., at Latham & Watkins LLP, in
Los Angeles, California.

The Bank of New York Mellon Trust Company, N.A., as Senior Notes
Indenture Trustee, is represented by Eric A. Schaffer, Esq., at
Reed Smith, in Pittsburgh, Pennsylvania.

The Consenting Shareholders are represented by Michael J. Sage,
Esq., Matthew L. Larrabee, Esq., and Nicole B. Herther-Spiro,
Esq., at Dechert LLP, in New York.


PHYSIOTHERAPY HOLDINGS: Taps Kurtzman Carson as Admin Agent
-----------------------------------------------------------
Physiotherapy Holdings, Inc. and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Kurtzman Carson Consultants LLC as
administrative agent, nunc pro tunc to Nov. 12, 2013.

The Debtors require Kurtzman Carson to:

   (a) assist with the preparation of the Debtors' schedules of
       assets and liabilities and statement of financial affairs;

   (b) tabulate votes and perform subscription services as may be
       requested or required in connection with any and all plans
       filed by the Debtors and provide ballot reports and related
       balloting and tabulation services to the Debtors adn their
       professionals;

   (c) generate an official ballot certification and testify, if
       necessary, in support of the ballot tabulation results;

   (d) facilitate any distributions pursuant to a confirmed plan
       of reorganization;

   (e) provide confidential on-line workspaces or virtual data
       rooms and publish documents to such workspaces or data
       rooms; and

   (f) provide other administrative services as may be requested
       by the Debtors that are not otherwise allowed under the
       order approving the Section 156(c) Application.

Kurtzman Carson will be paid at these hourly rates:

       Consulting Services
       -------------------
       Clerical                        $28-$42
       Project Specialist              $56-$98
       Technology/Programming
       Consultant                      $70-$140
       Consultant                      $87.50-$140
       Senior Consultant               $157.50-$192.50
       Director           $195

       Public Securities Services
       --------------------------
       Director                        $273
       Senior Securities Consultant    $245

Kurtzman Carson will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Kurtzman Carson will receive a $25,000 retainer that may be held
by Kurtzman Carson as security for the Company's payment
obligation under the Agreement.

Evan Gershbein, senior vice president of Kurtzman Carson, 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 District of Delaware will hold a hearing on the
application on Dec. 17, 2013, at 1:30 p.m.  Objections, if any,
are due Dec. 10, 2013, at 4:00 p.m.

Kurtzman Carson can be reached at:

       Drake D. Foster
       KURTZMAN CARSON CONSULTANTS LLC
       2335 Alaska Ave.
       El Segundo, CA 90245
       Tel: (310) 823-9000
       Fax: (310) 823-9133
       E-mail: dfoster@kccllc.com

                     About Physiotherapy Holdings

Physiotherapy Holdings, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code on Nov. 12, 2013 (Bankr.
D.Del. Case No. 13-12965).  The Debtors are the largest pure-play
provider of outpatient physical therapy services in the United
States with a national footprint of 581 outpatient rehabilitation
and orthotics & prosthetics clinics located in 29 states plus the
District of Columbia.

The Debtor is represented by Domenic E. Pacitti, Esq., and Michael
W. Yurkewicz, Esq., at KLEHR HARRISON HARVEY BRANZBURG, LLP, in
Wilmington, Delaware; Morton Branzburg, Esq., at KLEHR HARRISON
HARVEY BRANZBURG LLP, in Philadelphia, Pennsylvania; and Jonathan
S. Henes, P.C., Esq., Nicole L. Greenblatt, Esq., and David S.
Meyer, Esq., at KIRKLAND & ELLIS LLP, in New York.

The Ad Hoc Committee of Senior Noteholders is represented by
Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee,
Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

U.S. Bank, National Association, as Bridge Loan Agent, is
represented by Stacey Rosenberg, Esq., at Latham & Watkins LLP, in
Los Angeles, California.

The Bank of New York Mellon Trust Company, N.A., as Senior Notes
Indenture Trustee, is represented by Eric A. Schaffer, Esq., at
Reed Smith, in Pittsburgh, Pennsylvania.

The Consenting Shareholders are represented by Michael J. Sage,
Esq., Matthew L. Larrabee, Esq., and Nicole B. Herther-Spiro,
Esq., at Dechert LLP, in New York.


PHYSIOTHERAPY HOLDINGS: Hires Rothschild Inc as Investment Banker
-----------------------------------------------------------------
Physiotherapy Holdings, Inc. and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Rothschild Inc as investment banker and
financial advisor, nunc pro tunc to Nov. 12, 2013.

The Debtors require Rothschild Inc to:

   (a) identify and initiate potential Transactions;

   (b) review and analyze the Debtors' assets and the operating
       and financial strategies of the Debtors;

   (c) review and analyze the business plans and financial
       projections prepared by the Debtors including, but not
       limited to, testing assumptions and comparing those
       assumptions to historical trends of the Debtors and
       industry trends;

   (d) evaluate the Debtors' debt capacity in light of their
       projected cash flows and assist in the determination of an
       appropriate capital structure for the Debtors;

   (e) assist the Debtors and their other professionals in
       reviewing the terms of any proposed Transaction or other
       transaction, in responding thereto and, if directed, in
       evaluating alternative proposals for a Transaction;

   (f) determine a range of values for the Debtors and any
       securities that the Debtors offer or propose to offer in
       connection with a Transaction;

   (g) advise the Debtors on the risk and benefits of considering
       a Transaction with respect to the Debtors' intermediate and
       long-term business prospects and strategic alternatives to
       maximize the business enterprise value of the Debtors;

   (h) review and analyze any proposals the Debtors receive from
       third parties in connection with a Transaction or other
       transaction, including, without limitation, any proposals
       for debtor-in-possession financing, as appropriate;

   (i) assist or participate in negotiations with the parties-in-
       interest, including, without limitation, any current or
       prospective creditors of, holders of equity in, or
       claimants against the Debtors and their respective
       representatives in connection with a Transaction;

   (j) advise the Debtors with respect to, and attend, meetings of
       the Debtors' board of directors, creditor groups, official
       constituencies and other interested parties, as necessary;

   (k) attend meetings of the Debtors' board of directors and its
       committees and render advice with respect to matters on
       which Rothschild Inc has been engaged to advise the
       Debtors;

   (l) as requested by the Debtors, participate in hearings before
       the Bankruptcy Court and provide relevant testimony with
       respect to the matters described in the Engagement Letter
       and issues arising in connection with any proposed Plan;
       and

   (m) render other financial advisory and investment banking
       services as may be agreed upon by Rothschild and the
       Debtors.

Rothschild Inc's fee and expense structure:

   (a) Monthly Fee: $125,000;

   (b) Completion Fee: $2,000,000 upon the consummation of a
       Transaction, payable only once;

   (c) Discretionary Fee: $500,000, payable upon the consummation
       of a Transaction at the sole discretion of the Debtors'
       board of directors as constituted immediately prior to the
       consummation of a Transaction;

   (d) New Capital Fee:

       -- 1% of any senior secured debt raised;
       -- 2% of any junior secured debt raised;
       -- 3% of any unsecured debt raised; and
       -- 5% of any equity capital or capital convertible into
          equity raised;

   (e) Credit: all Monthly Fees paid over $500,000 and half of any
       New Capital Fees paid are creditable against any Completion
       Fee, up to the amount of the Completion Fee; and

   (f) Expenses: the Debtors will reimburse Rothschild Inc for
       reasonable expenses incurred in connection with the
       performance of its engagement and the enforcement of the
       Engagement Letter, including without limitation the
       reasonable fees, disbursements, and other charges of
       Rothschild Inc's counsel.  Reasonable expenses also include
       expenses incurred in connection with travel and lodging,
       data processing and communication charges, research, and
       courier  services.

Daniel Gilligan, managing director of the North American Debt
Advisory and Restructuring group of Rothschild Inc, 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 District of Delaware will hold a hearing on the
engagement on Dec. 17, 2013, at 1:30 p.m.  Objections, if any, are
due Dec. 10, 2013, at 4:00 p.m.

Rothschild Inc can be reached at:

       Stephen S. Ledoux
       ROTHSCHILD INC
       1251 Avenue of the Americas, 51st Floor
       New York, NY 10020
       Tel: (212) 403-3710
       E-mail: stephen.ledoux@rothschild.com

                     About Physiotherapy Holdings

Physiotherapy Holdings, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code on Nov. 12, 2013 (Bankr.
D.Del. Case No. 13-12965).  The Debtors are the largest pure-play
provider of outpatient physical therapy services in the United
States with a national footprint of 581 outpatient rehabilitation
and orthotics & prosthetics clinics located in 29 states plus the
District of Columbia.

The Debtor is represented by Domenic E. Pacitti, Esq., and Michael
W. Yurkewicz, Esq., at KLEHR HARRISON HARVEY BRANZBURG, LLP, in
Wilmington, Delaware; Morton Branzburg, Esq., at KLEHR HARRISON
HARVEY BRANZBURG LLP, in Philadelphia, Pennsylvania; and Jonathan
S. Henes, P.C., Esq., Nicole L. Greenblatt, Esq., and David S.
Meyer, Esq., at KIRKLAND & ELLIS LLP, in New York.

The Ad Hoc Committee of Senior Noteholders is represented by
Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee,
Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

U.S. Bank, National Association, as Bridge Loan Agent, is
represented by Stacey Rosenberg, Esq., at Latham & Watkins LLP, in
Los Angeles, California.

The Bank of New York Mellon Trust Company, N.A., as Senior Notes
Indenture Trustee, is represented by Eric A. Schaffer, Esq., at
Reed Smith, in Pittsburgh, Pennsylvania.

The Consenting Shareholders are represented by Michael J. Sage,
Esq., Matthew L. Larrabee, Esq., and Nicole B. Herther-Spiro,
Esq., at Dechert LLP, in New York.


PORTER BANCORP: John Taylor Named CEO and PBI Bank Chairman
-----------------------------------------------------------
Porter Bancorp, Inc., parent company of PBI Bank, announced that
John T. Taylor was named chief executive officer (CEO) of Porter
Bancorp and chairman of the board of PBI Bank following regulatory
approval.  Mr. Taylor previously served as interim CEO of Porter
Bancorp and interim Chairman of the Board of PBI Bank.

Commenting on the announcement, W. Glenn Hogan, Chairman of the
Board of Porter Bancorp, Inc., said, "We are pleased to announce
that John Taylor has been named CEO of Porter Bancorp and Chairman
of PBI Bank.  John has served as President of Porter Bancorp and
President and CEO of PBI Bank since July 2012, and he will
continue in these roles in addition to assuming his new leadership
roles with the holding company and bank.

"John has a solid history in leading organizations with a clear
vision and strategy to build long-term shareholder value while
providing superior service to our customers.  His knowledge of our
Kentucky markets, combined with his expertise in credit management
and special assets, has been an important part in leading our bank
through the challenging economic environment.

"Since joining Porter Bancorp and PBI Bank, he has assembled a
team focused on asset quality remediation, regulatory capital
restoration, and lowering the risk profile of the bank.  Our most
recent quarter's financial results demonstrate our progress in
significantly reducing our net loss, our provision for loan losses
and non-performing assets.  We expect to enter 2014 as a much
stronger organization under John's leadership, and we remain
positive about the future for Porter Bancorp and PBI Bank,"
concluded Hogan.

John T. Taylor, age 53, was named president and CEO of PBI Bank
and President of Porter Bancorp, Inc., in July 2012.  He was also
elected as a Board member of PBI Bank and Porter Bancorp.  Prior
to joining Porter Bancorp and PBI Bank, Mr. Taylor served as
President and CEO of American Founders Bank, Inc., and American
Founders Bancorp, Inc., of Lexington, Kentucky.  He previously
served in senior management positions with increasing
responsibility for PNC Bank, N.A., including as President of its
Ohio/Northern Kentucky region for six years.  He has more than 29
years of banking experience in Kentucky and Ohio.  He holds a
bachelor's and master's degree in business administration from the
University of Kentucky.

                       About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.

The Company's balance sheet at Sept. 30, 2013, showed
$1.03 billion in total assets, $1 billion in total liabilities,
and $37.11 million in total stockholders' equity.

Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred substantial losses in 2012, 2011 and
2010, largely as a result of asset impairments.  In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios.  Additional significant asset impairments or
continued failure to comply with the regulatory enforcement order
may result in additional adverse regulatory action.  These events
raise substantial doubt about the Company's ability to continue as
a going concern.


POSITIVEID CORP: Holds 3% Equity Stake of VeriTeQ
-------------------------------------------------
PositiveID Corporation disclosed in an amended Schedule 13G filed
with the U.S. Securities and Exchange Commission that as of
Nov. 13, 2013, they beneficially owned 300,000 shares of common
stock of VeriTeQ Corporation representing 3 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/JwJ3WB

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID incurred a net loss of $7.99 million on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$16.48 million on $0 of revenue for the year ended Dec. 31, 2011.
The Company's balance sheet at June 30, 2013, showed $2.10 million
in total assets, $7.18 million in total liabilities and a $5.08
million total stockholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
at Dec. 31, 2012, the Company has a working capital deficiency and
an accumulated deficit.  Additionally, the Company has incurred
operating losses since its inception and expects operating losses
to continue during 2013.  These conditions raise substantial doubt
about its ability to continue as a going concern.


PRM FAMILY: Taps Ryan LLC as Limited Tax Professionals
------------------------------------------------------
PRM Family Holding Compnay, LLC and its debtor-affiliates sought
and obtained permission from the U.S. Bankruptcy Court for the
District of Arizona to employ Ryan, LLC as limited tax
professionals.

The Debtors require Ryan LLC to appeal the assessment of a tax of
more than $487,000 for sales taxes accrued from Jan. 1, 2009
through Jul. 31, 2012.

Ryan LLC will be paid 33-1/3% of the tax savings, tax refund,
credit or reduction, including interest and penalties, of the tax
liability the Debtors receive from taxing authorities.  Ryan LLC
will make a final application for compensation after the tax
liability has been fixed, and such compensation is subject to
approval by the Court.

Richard Thompson, partner of Ryan LLC, 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.

Ryan LLC can be reached at:

       Richard Thompson
       RYAN LLC
       Three Galleria Tower
       13155 Noel Road, Ste 100
       Dallas, TX 75240
       Tel: (972) 934-0022
       E-mail: rick.thompson@ryan.com

                        About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico,
sought Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026)
on May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods, and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

PRM Family submitted to the Bankruptcy Court on Sept. 23, 2013, a
Joint Disclosure Statement in support of Plan of Reorganization.
The Disclosure Statement says the Debtor will continue the
operation of a long-standing business, which currently employs
approximately 2,300 people. Continuing the business will allow the
Debtors to repay creditors and maintain trading relationships with
long-term trade vendors.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


RADIOSHACK CORP: Julian Day Lowers Equity Stake to 1.3%
-------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Julian C. Day disclosed that as of
July 6, 2013, he beneficially owned 1,366,028 shares of common
stock of RadioShack Corporation representing 1.3 percent of the
shares outstanding.  Mr. Day previously reported beneficial
ownership of 5,366,028 common shares or 5.1 percent equity stake
as of Dec. 31, 2011.  A copy of the regulatory filing is available
for free at http://is.gd/wdNdUL

                   About Radioshack Corporation

RadioShack (NYSE: RSH) -- -- http://www.radioshackcorporation.com
-- is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs.  RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.

Radioshack disclosed a net loss of $139.4 million in 2012, as
compared with net income of $72.2 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $1.60 billion in total
assets, $1.21 billion in total liabilities and $394 million in
total stockholders' equity.

                           *     *     *

As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured debt
ratings on Fort Worth, Texas-based RadioShack Corp. to 'CCC+' from
'B-'.  "The downgrade of RadioShack reflects our view that it will
be very difficult for the company to improve its gross margin in
the fourth quarter of this year, given the highly promotional
nature of year-end holiday retailing in the wireless and consumer
electronic categories," said Standard & Poor's credit analyst
Jayne Ross.

In the July 27, 2012, edition of the TCR, Fitch Ratings has
downgraded its long-term Issuer Default Rating (IDR) for
RadioShack Corporation to 'CCC' from 'B-'.  The downgrade reflects
the significant decline in RadioShack's profitability, which has
become progressively more pronounced over the past four quarters.

As reported by the TCR on March 6, 2013, Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa1 from B3 and probability of default rating to Caa1-PD from B3-
PD.  RadioShack's Caa1 Corporate Family Rating reflects Moody's
opinion that the overall business strategy of the company to
reverse the decline in profitability has not gained any traction.


RGR WATKINS: Court Approves Stitcher Riedel as Counsel
------------------------------------------------------
RGR Watkins, LLC, won approval of its request to employ Stitcher,
Riedel, Blain & Prosser, P.A. as counsel.

The Debtor will compensate the firm on an hourly basis in
accordance with the firm's ordinary and customary rates.  The
Debtor will also reimburse the firm for actual and necessary
expenses.

Prepetition, the firm received the sum of $35,500 from the Debtor
on account of prepetition services and as a retainer for
postpetition services.

Elena Paras Ketchum, attorney at the firm, attests that Stitcher
Riedel is "disinterested" as defined in 11 U.S.C. Sec. 101(14).

                         About RGR Watkins

RGR Watkins, LLC, owns Watkins Business Center, which is comprised
of 25 one-story office/flex buildings in Norcross, Gwinnett
County, Georgia.  The site is comprised of eight parcels toaling
41 acres or 1,778,147 square feet.

RGR Watkins filed a petition for Chapter 11 protection
(Bankr. M.D. Fla. Case No. 13-12147) on Sept. 12, 2013, in Tampa,
Florida.  The petition was signed by Robert G. Roskamp as manager.
The Debtor estimated assets and debts of at least $10 million.


RGR WATKINS: Dec. 19 Hearing on Use of Cash Collateral
------------------------------------------------------
RGR Watkins, LLC, through receiver Richard DeLisle, obtained
approval, on a further interim basis, to use cash collateral
pending the continued hearing set for Dec. 19, 2013 at 10:00 a.m.

The Court's interim orders have provided that use of the cash
collateral of CJUF III Atlas Portfolio LLC will be in accordance
with a budget.   CJUF is granted as adequate protection a post-
petition replacement lien against the Debtor's Cash Collateral to
the same extent, validity as existed as of the Petition Date.

                         About RGR Watkins

RGR Watkins, LLC, owns Watkins Business Center, which is comprised
of 25 one-story office/flex buildings in Norcross, Gwinnett
County, Georgia.  The site is comprised of eight parcels toaling
41 acres or 1,778,147 square feet.

RGR Watkins filed a petition for Chapter 11 protection
(Bankr. M.D. Fla. Case No. 13-12147) on Sept. 12, 2013, in Tampa,
Florida.  The petition was signed by Robert G. Roskamp as manager.
The Debtor estimated assets and debts of at least $10 million.
The Debtor is represented by Elena P. Ketchum, Esq., and Amy
Denton Harris, Esq., at Stichter, Riedel, Blain & Prosser, P.A.,
in Tampa, FL, as counsel.


ROSEVILLE SENIOR LIVING: UST Balks at Duane Morris Employment
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, objects
to Roseville Senior Living Properties, LLC's proposed employment
of Duane Morris as bankruptcy counsel, nunc pro tunc to Sept. 27,
2013.

In its application, the Debtor disclosed that prior to the
Petition Date, Duane Morris received a $40,000 retainer paid by
Meecorp, a third party non-debtor, which entity is the Debtor's
managing member, for purposes of, among other things, preparing
for and filing the Debtor's Chapter 11 case.  To the extent that
the Debtor has insufficient assets or is unable to pay pre- or
post-filing fees and costs in connection with the Debtor's
bankruptcy, Meecorp has agreed to make payment of those fees and
expenses incurred by Duane Morris, subject to approval by the
Court, the Debtor added.

Gregory R. Haworth, Esq., a member of Duane Morris, assured the
Court that the firm does not hold or represent any interest
adverse to the Debtor, its creditors or estate in these matters,
and is a disinterested person within the meaning of Section
101(14) of the Bankruptcy Code.

The application was filed by Michael Edrei, Managing Director of
Meecorp Capital Markets LLC, who also happens to be a Managing
Member of the Debtor.

The Honorable Donald H. Steckroth of the U.S. Bankruptcy Court for
the District of New Jersey approved the employment on Nov. 12,
2013, but subsequently vacated his ruling following the U.S.
Trustee's filing of its objection.

The U.S. Trustee asserted that Duane Morris is not a disinterested
person because based on Mr. Edrei's testimony at the 341 Meeting,
Duane Morris is a prepetition creditor of the Debtor.
Furthermore, Duane Morris' fees are personally guaranteed by
Meecorp, the managing member of the Debtor, who by definition, is
an insider of the Debtor.  For the same reasons, added the U.S.
Trustee, Duane Morris' continued representation of Meecorp and Mr.
Edrei in state court litigation involving the Debtor highlights
the issue of Duane Morris' divided loyalties and whom the firm is
actually representing.

CapitalSource Finance LLC also filed a limited objection to the
Debtor's proposed employment of Duane Morris and reserved all its
rights with regard to the issues raised in the U.S. Trustee's
objection and as to any newly discovered evidence, including
without limitation, relating to any fee application.

In response to the objections, and to obviate any allegation of
disinterestedness raised by the U.S. Trustee, Duane Morris said it
would waive all legal fees for services performed for the Debtor
prepetition.  However, it requested the waiver would be without
prejudice to the firm requesting, in an interim fee application,
that the Court approve and authorize payment for services rendered
prior to the filing of the Petition which relate to the Debtor's
Chapter 11 filing.  Duane Morris further advised that it would
waive and confirmed that it would not look to any guarantee by
Meecorp Capital Markets LLC.  Lastly, Duane Morris proposed to
withdraw any representation of Meecorp in the Roseville state
court litigation, but added that there are two other litigations
pending in California which are unrelated to the Debtor in which
Duane Morris represents Meecorp.

Proposed Attorneys for the Debtor may be reached at:

   Walter J. Greenhalgh, Esq.
   Gia G. Incardone, Esq.
   DUANE MORRIS LLP
   One Riverfront Plaza
   1037 Raymond Boulevard, Suite 1800
   Newark, NJ 07102-5429
   Telephone: (973) 424-2000
   Facsimile: (973) 424-2001

Counsel for the U.S. Trustee may be reached at:

   Donald F. MacMaster, Esq.
   One Newark Center, Suite 2100
   Newark, NJ 07102
   Telephone: (973) 645-3014
   Facsimile: (973) 645-5993

Counsel for CapitalSource may be reached at:

   Brian W. Hofmeister, Esq.
   TEICH GROH
   691 State Highway 33
   Trenton, NJ 08619
   Telephone: (609)890-1500
   Facsimile: (609) 890-6961
   E-mail: bhofmeister@teichgroh.com

        - and -

   Kenneth J. Ottaviano, Esq.
   William S. Dorsey, Esq.
   Karin H. Berg, Esq.
   KATTEN MUCHIN ROSENMAN LLP
   525 W. Monroe Street
   Chicago, IL 60661
   Telephone: (312) 902-5200
   Facsimile: (312) 902-1061
   E-mail: kenneth.ottaviano@kattenlaw.com
           william.dorsey@kattenlaw.com
           karin.berg@kattenlaw.com

                   About Roseville Senior

Roseville Senior Living Properties, LLC, filed for Chapter 11
bankruptcy (Bankr. D.N.J. Case No. 13-31198) on Sept. 27, 2013, in
Newark.  Judge Donald H. Steckroth presides over the case.  Walter
J. Greenhalgh, at Duane Morris, LLP, represents Roseville Senior
Living Properties as counsel.  It estimated $10 million to $50
million in assets, and $1 million to $10 million in liabilities.
The petition was signed by Michael Edrel, managing director,
Meecorp Capital Markets, Inc.


SAND TECHNOLOGY: Cancels Registration of Class A Shares
-------------------------------------------------------
SAND Technology Inc. filed a Form 15 with the U.S. Securities and
Exchange Commission to terminate the registration of its Class A
common shares.  As of Nov. 20, 2013, there was only one holder of
the Class A shares.

                        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.


SARKIS INVESTMENTS: Hires Hahn Fife as Accountants
--------------------------------------------------
Sarkis Investments Company, LLC, seeks permission from the Hon.
Robert N. Kwan of the U.S. Bankruptcy Court for the Central
District of California to employ Hahn Fife & Company, LLC as
accountants, effective Nov. 21, 2013.

The Debtor needs Hahn Fife to review financial documents, prepare
and file necessary state and federal estate tax returns, perform
the accounting necessary to prepare those tax returns, and perform
any and all other reasonable duties required by the Debtor.

Hahn Fife will be paid at these hourly rates:

       Dave Hahn               $385
       Don Fife                $385
       Adam Hoover             $225
       Margaret Lorenz         $150
       Martha Qunitero         $80

Hahn Fife will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Donald T. Fife, partner of Hahn Fife, 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.

Hahn Fife can be reached at:

       Donald T. Fife
       HAHN FIFE & COMPANY LLP
       790 East Colorado Blvd., 9th Floor
       Pasadena, CA 91101
       Tel: (626) 792-0855
       Fax: (626) 792-0879
       E-mail: dfife@hahnfife.com

Sarkis Investments Company, LLC, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013.  Pamela
Muir signed the petition as manager.  The Debtor estimated assets
and debts of at least $10 million.  Ashley M. McDow, Esq., at
Baker & Hostetler, LLP, serves as the Debtor's counsel.


SEARS HOLDINGS: Incurs $534 Million Net Loss in Third Quarter
-------------------------------------------------------------
Sears Holdings Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to Holdings' shareholders of $534 million on
$8.27 billion of revenues for the 13 weeks ended Nov. 2, 2013, as
compared with a net loss of $498 million on $8.85 billion of
revenues for the 13 weeks ended Oct. 27, 2012.

For the 39 weeks ended Nov. 2, 2013, the Company incurred a net
loss attributable to Holdings' shareholders of $1 billion on
$25.59 billion of revenues as compared with a net loss of
$441 million on $27.59 billion of revenues for the 39 weeks ended
Oct. 27, 2012.

The Company's balance sheet at Nov. 2, 2013, showed $20.20 billion
in total assets, $17.88 billion in total liabilities and $2.32
billion in total equity.

"We are proactively transforming our business to a member-centric
integrated retailer leveraging Shop Your WayTM ("SYW") to benefit
from the changing retail landscape.  We are transitioning from a
business that has historically focused on running a store network
into a business that provides and delivers value by serving its
members in the manner most convenient for them: whether in store,
in home or through digital devices," said Edward S. Lampert, Sears
Holdings' Chairman and chief executive officer.  "We are driving
this transformation by investing in capabilities to enable members
access to the broadest possible assortment of products and
services, enhancing our membership benefits associated with SYW,
developing digital and social relationships with our members,
using data and analytics to make targeted offers and decisions
delivered in real time and expanding our reach through Marketplace
and delivery options."

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

                       http://is.gd/AtTrjR

                          About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94 percent stake in Sears Canada and an 80.1 percent stake in
Orchard Supply Hardware.  Key proprietary brands include Kenmore,
Craftsman and DieHard, and a broad apparel offering, including
such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer,
as well as the Apostrophe and Covington brands.  It also has the
Country Living collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SECUREALERT INC: To Provide GPS Devices to Gendarmeria de Chile
---------------------------------------------------------------
SecureAlert Chile SpA, a wholly-owned subsidiary of SecureAlert,
Inc., entered into a 41-month agreement with the Gendarmeria de
Chile (the Republic of Chile's uniformed prison service) to
provide electronic (GPS and residential) monitoring of offenders
and other services to the Chilean government.  The Agreement must
now be formally approved by the office of the Comptroller General
of the Republic of Chile.

The Agreement calls for the Company's subsidiary to deliver and
put into service up to 9,400 electronic monitoring (GPS) devices
over a 41 month period.  The Company was required under the
Agreement, to post a performance bond under the Agreement in the
approximate amount of US$3,400,000.  In addition the Company's
subsidiary will design and construct a real-time monitoring and
data center to be staffed by Chilean government employees.
Training for the monitoring center personnel will also be provided
by the Company's subsidiary.  The maximum sum to be paid for the
services provided by the Company's subsidiary is approximately
US$70,000,000, at current exchange rates, over the term of the
Agreement.

                          About SecureAlert

Sandy, Utah-based SecureAlert, Inc., markets and deploys offender
management programs, combining patented GPS tracking technologies,
fulltime 24/7/365 intervention-based monitoring capabilities and
case management services.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended Sept. 30, 2012, citing
losses, negative cash flows from operating activities, notes
payable in default and an accumulated deficit, which conditions
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at June 30, 2013, showed
$27.63 million in total assets, $9.73 million in total
liabilities, and $17.90 million in total equity.


SHELBOURNE NORTH WATER: Taps FrankGecker LLP as Counsel
-------------------------------------------------------
Shelbourne North Water Street, L.P. asks for permission from the
U.S. Bankruptcy Court for the Northern District of Illinois to
employ FrankGecker LLP as counsel, retroactive to Nov. 8, 2013.

The Debtor requires FrankGecker LLP to:

   (a) assist the Debtor to pursue and secure debtor-in-possession
       financing as necessary;

   (b) meet and negotiate with creditors and their representatives
       and other interested parties regarding matters relating to
       the administration of the Debtor's estate;

   (c) advise the Debtor on matters relating to the evaluation of
       the assumption, rejection, or assignment of unexpired
       leases and executory contracts;

   (d) advise the Debtor with respect to the negotiation and
       formulation of a plan of reorganization;

   (e) draft a plan of reorganization and accompanying disclosure
       statement; and

   (f) perform all other legal services as required.

FrankGecker LLP will be paid at these hourly rates:

       Frances Gecker, Partner         $690
       Joseph D. Frank, Partner        $690
       Jeremy C. Kleinman, Associate   $375
       Zane L. Zielinski, Associate    $365

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

Prior to the entry of the Order for Relief, FrankGecker LLP
received retainer payments totaling $90,000 from the IOLTA account
of Thomas J. Murphy, P.C.  At the Debtor's direction, FrankGecker
LLP transferred $40,000 of these funds to Landis, Roth & Cobb LLP,
the law firm that represented the Debtor in the Delaware
Bankruptcy Court.  Not all of the funds were charged by Landis
Roth and FrankGecker LLP expects to receive a refund of $1,088.56,
which it will add to its funds on retainer.  From the remaining
funds, FrankGecker LLP has applied $3,750 in payment for services
rendered to the Debtor prior to the Petition Date and $19,685.50
for services rendered by FrankGecker LLP between the Petition Date
and the date of the Order for Relief.  As a result, $26,564.50 of
the retainer remains unapplied, not including the fees that will
be returned by Landis Roth.

As of the Petition Date, FrankGecker LLP was owed $10,444.95 for
professional services rendered to the Affiliates.  FrankGecker LLP
has not applied any funds received on behalf of the Debtor in
satisfaction of any amounts due from the Affiliates.  FrankGecker
LLP has agreed to waive any and all amounts currently due from the
Affiliates as a condition of its representation of the Debtor.

Joseph D. Frank, partner of FrankGecker 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.

FrankGecker LLP can be reached at:

       Joseph D. Frank, Esq.
       FRANKGECKER LLP
       325 North LaSalle Street, Ste 625
       Chicago, IL 60654
       Tel: (312) 276-1400
       Fax: (312) 276-0035
       E-mail: jfrank@fgllp.com

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.


SPECIALTY PRODUCTS: PI Claimants Hire Lincoln as Investment Banker
------------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants of
Specialty Products Holding Corp. and its debtor-affiliates seeks
authorization from the U.S. Bankruptcy Court for the District of
Delaware to retain Lincoln Partners Advisors LLC as investment
banker, nunc pro tunc to Nov. 18, 2013.

As set forth in the Application, the services that Lincoln
Advisors may perform for the Committee in assisting the Committee
in connection with implementation of that certain Third Amended
Plan Proposed by the Official Committee of Asbestos Personal
Injury Claimants and the Future Claimants' Representative for
Specialty Products Holding Corp., and any amendments thereto, may
include:

   (a) development of a transition plan for the involuntary
       separation of SPHC from its parent International, including
       analysis and advice regarding financial, valuation and
       related issues that may arise in the course of the
       separation and liquidation;

   (b) analysis and advice regarding maximizing the value of the
       Debtor for the benefit of the Asbestos PI Trust created
       under the proposed Plan, including the liquidation of
       SPHC and its subsidiaries and holdings;

   (c) expert testimony on financial and business matters, if
       requested; and

   (d) such other services as the Committee's co-counsel may
       request.

The Committee requests that Lincoln Advisors be paid a fee of up
to $75,000 per month, plus any reasonable out of pocket expenses.
On a monthly basis, counsel for the Committee will confer with
Lincoln Advisors and any adjustment to the monthly fee shall be
made based on Lincoln's activity level for such month. Should
Lincoln Advisors be requested to perform other work on behalf of
the Committee other than as a financial advisor, the terms upon
which Lincoln Advisors will undertake such representation will be
the subject of a renewed application.

Joseph J. Radecki, Jr., managing director and partner of Lincoln
Advisors, 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.

Lincoln Advisors can be reached at:

       Joseph J. Radecki, Jr.
       LINCOLN PARTNERS ADVISORS LLC
       360 Madison Avenue, 21st Floor
       New York, NY 10017
       Tel: (212) 277-8117
       E-mail: jradecki@lincolninternational.com

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as co-
counsel.  Logan and Company is the Company's claims and notice
agent.  The Company estimated its assets and debts at $100 million
to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order.  The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion.  The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.


SPENDSMART PAYMENTS: Updates Shareholders on Recent Developments
----------------------------------------------------------------
The SpendSmart Payments Company provided its shareholders with a
letter summarizing business developments.

"In 2013, we made extensive and important internal improvements
and enhancements to our Company," stated Michael McCoy, CEO.
"These improvements created operational efficiencies and resulted
in broad scalability.  In the process, we have improved quality,
service, operations, compliance, and functionality of our
products."

The letter is available for free at http://is.gd/07SOlk

                         About SpendSmart

San Diego, Cal.-based The SpendSmart Payments Company is a
Colorado corporation.  Through the Company's subsidiary
incorporated in the state of California, The SpendSmart Payments
Company, the Company issues and services prepaid cards marketed to
young people and their parents.  The Company is a publicly traded
company trading on the OTC Bulletin Board under the symbol "SSPC."

The Company's balance sheet at June 30, 2013, showed $1.37 million
in total assets, $1.91 million in total liabilities, all current,
and a $540,393 total stockholders' deficiency.

For the year ended Sept. 30, 2012, the Company's audited
consolidated financial statements included an opinion containing
an explanatory paragraph as to the uncertainty of our Company's
ability to continue as a going concern.  Additionally, the Company
has incurred net losses through June 30, 2013, and has yet to
establish profitable operations.


STANS ENERGY: No Q3 Financials for Now Amid Impairment Charges
--------------------------------------------------------------
Stans Energy Corp. on Nov. 28 disclosed that it has made an
application to the Ontario Securities Commission to approve a
temporary management cease trade order under National Policy 12-
203 Cease Trade Orders for Continuous Disclosure Defaults, which,
if granted, will prohibit trading in securities of the Corporation
by certain insiders of the Corporation, whether direct or
indirect.

The Company is unable to file its 2013 unaudited interim financial
statements for the quarter ended Sept. 30, 2013, management
discussion and analysis (MD&A) relating to the unaudited interim
financial statements, and CEO and CFO certificates relating to the
unaudited interim financial statements, as required by National
Instrument 52-109 Certification of Disclosure in Issuers' Annual
and Interim Filings by the Nov. 29, 2013 filing deadline.

The reason for the delay is that the Company is considering
impairment charges against its assets and needs more time to
determine the appropriate impairment for inclusion in its
financial reporting.

IFRS 6 Exploration for and Evaluation of Mineral Resources
requires entities recognizing exploration and evaluation assets to
perform an impairment test on those assets when facts and
circumstances suggest that the carrying amount of the assets may
exceed their recoverable amount.  Entities will measure the
impairment in accordance with IAS 36 Impairment of Assets once it
is identified.

On Oct. 31, 2013, Stans disclosed that it had filed an
international arbitration action against the Government of
Kyrgyzstan for its expropriatory and unlawful treatment of the
issuer in relation to the issuer's Kutessay II rate earth project.
Stans has complained that state action and inaction has unduly
delayed, prohibited and prevented it from completing necessary
pre-feasibility, feasibility, and other development work at
Kutessay II, and generally has resulted in the issuer being
deprived of the value of its asset.  This arbitration does not
strictly relate to state action or inaction with respect to the
issuer's other properties, but there are dependencies which need
review and analysis.  The Company also observed that its stock
market capitalization has fallen below the carrying amount of its
assets.

Consideration of impairment necessarily follows.  The necessary
work to determine the scope and amount of impairment is underway
but is not complete.

The Company anticipates that it will be in a position to remedy
the default by filing the Required Filings by January 28, 2013.
The MCTO will be in effect until the Required Filings are filed.

The Company confirms that it intends to satisfy the provisions of
the alternative information guidelines set out in section 4.3 and
4.5 of NP12-203 so long as it remains in default of filing the
required filings.

There are no insolvency proceedings to which the Company is
subject.

There is no material information concerning the affairs of the
Company which has not been generally disclosed.

                        About Stans Energy

Stans Energy Corp. is a resource development company focused on
progressing Heavy Rare Earth (HRE) properties in areas of the
Former Soviet Union.  In December 2009, Stans acquired a 20-year
mining license for the past-producing Kutessay II rare earth mine
from the Kyrgyz Republic.  On May 26, 2011 Stans completed the
purchase of the Kashka Rare Earth Processing Plant (KRP) the same
plant that previously refined REEs historically from Kutessay II.
The KRP was the only hard rock plant to produce all rare earth
elements outside of China, producing 120 different metals, alloys,
and oxides.  For over 30 years, Kutessay II produced 80% of the
rare earth metals for the former Soviet Union.


STEREOTAXIS INC: NASDAQ Cancels Rights Registration
---------------------------------------------------
The NASDAQ Stock Market LLC filed a Form 25 with the U.S.
Securities and Exchange Commission to remove from listing or
registration the Rights expiring Nov. 21, 2013, of Stereotaxis,
Inc.

                         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.


STREAMTRACK INC: Inks $150,000 Sale Agreement with Dane Media
-------------------------------------------------------------
StreamTrack Media, Inc., a subsidiary of StreamTrack, Inc.,
entered into an Asset Purchase Agreement with Dane Media, LLC,
pursuant to which, for an aggregate purchase price of $150,000,
Dane Media purchased from Streamtrack, its (i) Student Matching
Service, (ii) each of (A) www.studentmatchingservice.com and (B)
www.studentmatchingservices.com, and (iii) each of the (A) Call
Center Agreement, and the (B) Data/List Management Agreement.

Pursuant to the Agreement, Streamtrack will not compete with Dane
Media in call center verified education leads for a period of 12
months following execution of the Agreement.  Moreover, pursuant
to the Agreement, Streamtrack forgave certain payments owed by
Dane Media to Streamtrack which were invoiced between Sept. 1,
2013, and Nov. 15, 2013.

The $150,000 purchase price will be paid according to the
following schedule:

   * $50,000 upon closing of the transaction;

   * $50,000 on Dec. 13, 2013; and

   * $50,000 on Dec. 31, 2013.

A copy of the Asset Purchase Agreement is available at:

                        http://is.gd/SVrOJR

                        About StreamTrack

Santa Barbara, California-based StreamTrack, Inc., is a digital
media and technology services company.  The Company provides audio
and video streaming and advertising services through the
RadioLoyalty(TM) Platform to over a global group of over 1,500
internet and terrestrial radio stations and other broadcast
content providers.

The Company' balance sheet at May 31, 2013, showed $1.2 million in
total assets, $4 million in total liabilities, and a stockholders'
deficit of $2.8 million.


STRATUS MEDIA: Closes Mergers with Canterbury and Hygeia
--------------------------------------------------------
Stratus Media Group previously entered into an Agreement and Plan
of Merger with Canterbury Acquisition LLC, a wholly owned
subsidiary of the Company, Hygeia Acquisition, Inc., a wholly
owned subsidiary of the Company, Canterbury Laboratories, LLC,
Hygeia Therapeutics, Inc., and Yael Schwartz, Ph.D., as Holder
Representative, pursuant to which the Company agreed to acquire
all of the capital stock of Canterbury and Hygeia with Canterbury
and Hygeia becoming wholly owned subsidiaries of the Company.  The
consideration for the Mergers is the issuance by the Company of an
aggregate of 115,011,563 restricted shares of the Company's common
stock issued to the stakeholders of Canterbury and Hygeia.
Effective Nov. 18, 2013, the Mergers were completed, and
Canterbury and Hygeia became wholly owned subsidiaries of the
Company.

                       Employment Agreements

In connection with the closing of the Mergers, Stratus Media
entered into employment agreements with (a) Yael Schwartz, Ph.D.,
pursuant to which Dr. Schwartz was appointed president of
Canterbury Laboratories LLC, and Hygeia Therapeutics, Inc. (the
new subsidiaries of the Company acquired pursuant to the Mergers);
and (b) Craig Abolin, Ph.D., pursuant to which Dr. Abolin was
appointed vice president of Research and Development of the new
subsidiaries.

Under the Employment Agreement with Dr. Schwartz, she is to be
employed for an initial period of three years.  During the initial
year of her employment term, she is to receive a base salary of
$330,000.  Thereafter, her base salary will be subject to mutually
agreed upon increases.  The Company's board of directors or
Compensation Committee may grant Dr. Schwartz bonuses in its sole
discretion.  Dr. Schwartz is also eligible for grants of awards
under the Company's Incentive Compensation Plan.

Under the employment agreement with Dr. Abolin, he is to be
employed for an initial period of three years.  During the initial
year, he is to receive a base salary of $241,000.  Thereafter his
base salary will be subject to mutually agreed upon increases.
The Company's Board or Compensation Committee may grant Dr. Abolin
bonuses in its sole discretion.  Dr. Abolin is also eligible for
grants of awards under the Company's Incentive Compensation Plan.

Additional information is available at:

                        http://is.gd/lxGHB2

                        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. The Company's balance sheet at March 31,
2013, showed $2.18 million in total assets, $21.92 million in
total liabilities and a $19.73 million total shareholders'
deficit.

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.


TC GLOBAL: Suspending Filing of Reports with SEC
------------------------------------------------
TC Global, Inc., filed a Form 15 with the U.S. Securities and
Exchange Commission to terminate the registration of its common
stock and series A convertible preferred stock.  As of Nov. 20,
2013, there were 5,200 holders of the securities.  As a result of
the Form 15 filing, the Company will not anymore be obligated to
file reports with the SEC.

                           About TC Global

Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's
Coffee -- http://www.tullyscoffeeshops.com/-- is a specialty
coffee retailer and wholesaler.  Through company owned, licensed
and franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at 545 branded retail locations globally.

TC Global Inc. filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 12-20253-KAO) on Oct. 10, 2012.

The Debtor is represented by attorneys at Bush Strout & Kornfeld
LLP, in Seattle.

The Debtor disclosed assets of $4.9 million and debt totaling
$3.7 million, including $2.6 million in unsecured claims.

The Seattle-based chain has 57 company-owned stores and 12
franchised.  There are another 71 franchises in grocery stores,
schools and airports.  Tully's will close nine stores following
bankruptcy.

Tully's sold the wholesale and distribution business in 2009,
generating $40 million that allowed a $5.9 million distribution to
shareholders.


THOMPSON CREEK: Awards Options for 700,000 Shares to CEO
--------------------------------------------------------
Thompson Creek Metals Company Inc. filed with the U.S. Securities
and Exchange Commission a Form S-8 registration statement to
register 700,000 shares of its common stock, no par value, which
may become issuable pursuant to (i) the vesting and exercise of
stock options to purchase 400,000 shares of Common Stock under the
Stock Option Inducement Award Agreement, dated Nov. 21, 2013,
between the Company and Jacques Perron, and (ii) the vesting of
300,000 restricted shares units under the Restricted Share Unit
Inducement Award Agreement, dated Nov. 21, 2013, between the
Company and Mr. Perron.  The Company granted the Inducement Awards
to Mr. Perron in connection with the commencement of his
employment as chief executive officer of the Company.

                    About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

The Company's balance sheet at March 31, 2013, showed $3.42
billion in total assets, $2.04 billion in total liabilities and
$1.37 billion in stockholders' equity.

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


TOYS R US: Bank Debt Trades at 7% Off
-------------------------------------
Participations in a syndicated loan under which Toys R Us is a
borrower traded in the secondary market at 92.75 cents-on-the-
dollar during the week ended Friday, Nov. 29, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.46
percentage points from the previous week, The Journal relates.
Toys R Us pays 450 basis points above LIBOR to borrow under the
facility. The bank loan matures on Aug. 17, 2016 and carries
Moody's B2 rating and Standard & Poor's B+ rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Toys "R" Us, Inc., headquartered in Wayne, New Jersey, is the
world's largest dedicated toy retailer, with annual revenues of
around $11 billion.


TRANSAKT LTD: Posts $796K Net Loss for Third Quarter
----------------------------------------------------
TransAKT Ltd. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $796,382 on $179,036 of net sales for the three months ended
Sept. 30, 2013, compared to a net loss of $796,016 on $86,247 of
revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $20.97
million in total assets, $9.33 million in total liabilities, and
stockholders' equity of $11.65 million.

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

                       http://is.gd/5VnDII

                        About TransAKT Ltd.

Based in Yangmei City, Taoyuan, Taiwan, TransAKT Ltd., a Nevada
corporation, has operated principally as a research and
development company since its inception but abandoned its
telecommunications technology business in fiscal 2012.  Through
its wholly owned subsidiary, Vegfab Agricultural Technology Co.
Ltd., it is now engaged in the manufacture, marketing and sale of
hydroponic and LED based agricultural equipment for commercial and
home use.

                           *     *     *

As reported in the TCR on April 19, 2013, KCCW Accountancy Corp.,
in Diamond Bar, Calif., expressed substantial doubt about TransAKT
Ltd.'s ability to continue as a going concern, citing the
Company's accumulated deficit of $3,911,792 at Dec. 31, 2012,
including net losses of $1,338,033 and $337,463 during the years
ended Dec. 31, 2012, and 2011, respectively.


TRIGEANT LTD: Refinery Owner Files for Chapter 11 in Florida
------------------------------------------------------------
Trigeant, Ltd., filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 13-38580) in West Palm Beach, Florida, on
Nov. 27, 2013.

The Boca Raton, Florida-based owner of a refinery estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.

Paul Steven Singerman, Esq., at Berger Singerman, in Miami, serves
as counsel to the Debtor.

According to the docket, the schedules of assets and liabilities
and the statement of financial affairs are due Dec. 11, 2013.
Governmental entities are required to submit proofs of claim by
May 27, 2014.

Daniel Sargeant, Harry Sargeant Jr., and James Sargeant control
approximately 70% of the ultimate beneficial ownership of the
Debtor.  Harry Sargeant, III controls 30% of the ultimate
beneficial ownership of the Debtor.  Trigeant, LLC and Trigeant
Holdings, Ltd. constitute 100% of the partnership interest in
Trigeant Ltd.


TRIGEANT LTD: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Trigeant, Ltd.
        3020 North Military Trail, Suite 100
        Boca Raton, FL 33431

Case No.: 13-38580

Chapter 11 Petition Date: November 27, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Hon. Erik P. Kimball

Debtor's Counsel: Paul Steven Singerman, Esq.
                  BERGER SINGERMAN LLP
                  1450 Brickell Ave #1900
                  Miami, FL 33131
                  Tel: (305) 755-9500
                  Fax: 305.714.4340
                  Email: singerman@bergersingerman.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $50 million to $100 million

The petition was signed by Stephen Roos, Manager of Trigeant, LLC,
General Partner of Trigeant, Ltd.

List of Debtor's eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
PDVSA                                               $52,779,166
c/o Christopher O. Davis, Esq.
Baker, Donelson, Bearman, et al.
201 St. Charles Ave., Ste. 3600
New Orleans, LA 70170

Texas Asphalt Refining                               $4,100,000
Company, LLC
c/o David M. Toblan, Esq.
Oldcastle Law Group
900 Ashwood Pkwy., Ste. 700
Atlanta, GA 30338-4780

Bay Ltd.                                             $1,312,754
P.O. Box 9908
Corpus Christi, TX
78469-9908

Cameron-McKinney, LLC                                  $211,032

Cunningham Law Group                                    $46,962

Merrill Communications LLC                              $15,868

Message Labs, Inc.                                      $1,094

Travieso, Evans Arria Rengel & Paz                         $57


TRIGEANT LTD: Proposes Berger Singerman as Counsel
--------------------------------------------------
Trigeant, Ltd., asks for approval from the bankruptcy court to
employ Berger Singerman LLP as counsel, nunc pro tunc to the
Petition Date.

Paul Steven Singerman, an attorney and shareholder at the firm,
assures the court that the firm neither holds nor represents any
interest adverse to the Debtor and is a "disinterested person"
within the scope and meaning of Section 101(14) of the Bankruptcy
Code.

                    Attorney's Fees Guaranteed

Daniel Sargeant, Harry Sargeant Jr., and James Sargeant control
approximately 70% of the ultimate beneficial ownership of the
Debtor.  Harry Sargeant, III controls 30% of the ultimate
beneficial ownership of the Debtor.  Trigeant, LLC and Trigeant
Holdings, Ltd. constitute 100% of the partnership interest in
Trigeant Ltd.

Entities controlled by the Sargeants paid the firm's prepetition
fees and retainer and have guaranteed payment of the fees
postpetition.

The Debtor at the end of October 2013 retained Berger Singerman to
act as its counsel in connection with insolvency and restructuring
matters.  Thereafter, Trigeant Holdings, Ltd., a third party,
provided Berger Singerman an initial retainer of $100,000.

On Nov. 27, Trigeant Holdings, Ltd. paid Berger Singerman the sum
of $93,716 in partial satisfaction of fees and costs due to Berger
Singerman for services rendered and disbursements incurred for the
benefit of the Debtor from Oct. 29 through Nov. 26.  In addition,
on Nov. 27, the firm applied $5,000 of the initial retainer in
partial satisfaction for services rendered and disbursements
incurred for the benefit of the Debtor.

Berger Singerman's fees in the Debtor's Chapter 11 case have been
guaranteed by Sargeant Trading, Ltd.  This non-debtor has agreed
that to the extent that any fees or expenses incurred by Berger
Singerman and approved by the Court in accordance with the
Bankruptcy Code and the Federal Rules of Bankruptcy Procedure
remain unpaid, the guarantor will pay them.

The current hourly rates for the attorneys at Berger Singerman
range from $235 to $650.  The current hourly rate of Paul Steven
Singerman, the senior lawyer who will be principally responsible
for Berger Singerman's representation of the Debtor, is $650.  The
current hourly rates for the legal assistants and paralegals at
Berger Singerman range from $75 to $210.  Berger Singerman
typically adjusts its hourly rates annually on January 1st.

The firm can be reached at:

         Paul Steven Singerman, Esq.
         Lewis M. Killian, Jr., Esq.
         Isaac M. Marcushamer, Esq.
         BERGER SINGERMAN LLP
         1450 Brickell Avenue, Suite 1900
         Miami, FL 33131
         Tel: (305) 755-9500
         Fax: (305) 714-4340
         E-mail: Singerman@bergersingerman.com
                 LKillian@bergersingerman.com
                 IMarcushamer@bergersingerman.com

                        About Trigeant Ltd.

Trigeant, Ltd., owner of a refinery, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 13-38580) in West Palm Beah,
Florida.  The Boca Raton, Florida-based company estimated $10
million to $50 million in assets and $50 million to $100 million
in liabilities.


TRINITY COAL: Files Copy Eighth Amendment to DIP Credit Agreement
-----------------------------------------------------------------
In connection with the U.S. Bankruptcy Court for the Eastern
District of Kentucky's order dated Oct. 18, 2013, approving
Trinity Coal Corporation, et al.'s motion to further modify the
Court's Final DIP Order dated April 8, 2013, by increasing the
amount and extending the maturity, and modifying the approved
deposit escrow agreement, the Debtors have filed with the Court
the final forms of each of the following documents as executed by
the relevant parties and agreed to by the Debtors, the DIP
Lenders, Pre-Petition Lenders, EGPL and the Committee:

    A. Eighth Amendment to Debtor-In-Possession Credit Agreement,
       dated as of Oct. 30, 2013, which is available for free at:

         http://bankrupt.com/misc/trinitycoal.doc975-1.pdf

    B. First Amendment to Deposit Escrow Agreement, dated as of
       Oct. 28, 2013, which is available for free at:

         http://bankrupt.com/misc/trinitycoal.doc975-2.pdf

As reported in the TCR on Oct. 29, 2013, pursuant to the
amendments:

   i) the Revolving Commitment is increased from $22 million to
      $25 million, and maturity date is extended from Nov. 29,
      2013, to Dec. 31;

  ii) the Letter of Credit expiration date is extended from
      Nov. 22, to Dec. 24, and

iii) the deposit escrow agreement is modified to provide for the
      funding of the increase of the Revolving Commitment.

The proposed amendments and extensions are required to provide the
Debtors with sufficient additional liquidity to accommodate their
continued operations pending confirmation of the Plan and the
anticipated occurrence of the Effective Date.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.

Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., Jerrold L.
Bregman, Esq., and Dienna Ching, Esq., at CURTIS, MALLET-PREVOST,
COLT & MOSLE LLP, in New York, N.Y.; and John W. Ames, Esq., C.R.
Bowles, Jr., Esq., and Bruce Cryder, Esq., at BINGHAM GREENEBAUM
DOLL LLP, in Lexington, Ky., represent the Debtors as counsel.

Attorneys at Foley & Lardner LLP, in Chicago, Ill., represent the
Official Committee of Unsecured Creditors as counsel.  Sturgill,
Turner, Barker & Maloney, PLLC, in Lexington, Ky., represents the
Official Committee of Unsecured Creditors as local counsel.

Judge Tracey N. Wise approved on Oct. 3, 2013, the adequacy of the
Disclosure Statement explaining the Joint Chapter 11 Plan of
Trinity Coal.  With this development, the Debtors are now
permitted to solicit acceptances of their Plan.


TRINITY COAL: Can Employ Rose Law Office as Special Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky has
granted Trinity Coal Corporation, et al., permission to employ
Herschel H. Rose III, Esq., and Rose Law Office as special counsel
for the Debtors, nunc pro tunc to Aug. 22, 2013.

As reported in the TCR on Oct. 8, 2013, the Debtors require Rose
Law to provide general tax advice related to West Virginia
property taxes; negotiate with West Virginia authorities regarding
property tax assessments and related services.

Rose Law will be paid at these hourly rates:

       Herschel H. Rose, III     $300
       Steve Broadwater          $275

Rose Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Mr. Rose, member Rose Law Office, 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 Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.

Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., Jerrold L.
Bregman, Esq., and Dienna Ching, Esq., at CURTIS, MALLET-PREVOST,
COLT & MOSLE LLP, in New York, N.Y.; and John W. Ames, Esq., C.R.
Bowles, Jr., Esq., and Bruce Cryder, Esq., at BINGHAM GREENEBAUM
DOLL LLP, in Lexington, Ky., represent the Debtors as counsel.

Attorneys at Foley & Lardner LLP, in Chicago, Ill., represent the
Official Committee of Unsecured Creditors as counsel.  Sturgill,
Turner, Barker & Maloney, PLLC, in Lexington, Ky., represents the
Official Committee of Unsecured Creditors as local counsel.

Judge Tracey N. Wise approved on Oct. 3, 2013, the adequacy of the
Disclosure Statement explaining the Joint Chapter 11 Plan of
Trinity Coal.  With this development, the Debtors are now
permitted to solicit acceptances of their Plan.


TRINITY COAL: Wants DHG's Employment Expanded to Include Essar
--------------------------------------------------------------
Trinity Coal Corporation, et al., ask the U.S. Bankruptcy Court
for the Eastern District of Kentucky to enter an order expanding
the scope of employment of the Debtors' tax accountants, Dixon
Hughes Goodman, on the terms set forth in the Amended Contract, so
that DHG may prepare federal and state income tax returns for the
year ending March 31, 2013, for the Debtors and Essar Minerals
Inc. (a non-debtor tax entity), which are due to be filed by
Dec. 15, 2013.

The Debtors tell the Court that expanding the scope of DHG's
employment to prepare and file the tax returns is essential for a
successful reorganization.  According to the Debtors, although the
employment terms set forth in the contracts did not contemplate
preparation of tax returns for a non-debtor entity, the original
terms of DHG's employment did include preparation and filing of
tax returns for the year ending on March 31, 2013.  Moreover, the
Debtors relate, historically, they and Essar have always prepared
and filed joint tax returns.

Due to the proposed added terms of DHG's employment, the Debtors
request that all legal fees and related costs and expenses they
incur on account of services rendered by DHG which are approved by
the Bankruptcy Court in the Chapter 11 cases be paid as
administrative expenses of the estates pursuant to the provisions
of the Bankruptcy Code including, but not limited to, Sections
330(a), 331, 503 and 507 of the Bankruptcy Code.

When its services are concluded, DHG will file a final fee
application with the Court at which time it will seek full
approval of any of the payments it has received under the Amended
Contract.

                       About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.

Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., Jerrold L.
Bregman, Esq., and Dienna Ching, Esq., at CURTIS, MALLET-PREVOST,
COLT & MOSLE LLP, in New York, N.Y.; and John W. Ames, Esq., C.R.
Bowles, Jr., Esq., and Bruce Cryder, Esq., at BINGHAM GREENEBAUM
DOLL LLP, in Lexington, Ky., represent the Debtors as counsel.

Attorneys at Foley & Lardner LLP, in Chicago, Ill., represent the
Official Committee of Unsecured Creditors as counsel.  Sturgill,
Turner, Barker & Maloney, PLLC, in Lexington, Ky., represents the
Official Committee of Unsecured Creditors as local counsel.

Judge Tracey N. Wise approved on Oct. 3, 2013, the adequacy of the
Disclosure Statement explaining the Joint Chapter 11 Plan of
Trinity Coal.  With this development, the Debtors are now
permitted to solicit acceptances of their Plan.


TXU CORP: 2014 Bank Debt Trades at 28% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 71.65 cents-on-the-
dollar during the week ended Friday, Nov. 29, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.35
percentage points from the previous week, The Journal relates. TXU
Corp pays 350 basis points above LIBOR to borrow under the
facility. The bank loan matures on Oct. 10, 2014 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Toys "R" Us, Inc., headquartered in Wayne, New Jersey, is the
world's largest dedicated toy retailer, with annual revenues of
around $11 billion.


TXU CORP: 2017 Bank Debt Trades at 31% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 69.08 cents-on-the-
dollar during the week ended Friday, Nov. 29, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.17
percentage points from the previous week, The Journal relates. TXU
Corp pays 450 basis points above LIBOR to borrow under the
facility. The bank loan matures on Oct. 10, 2017 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


UNI-PIXEL INC: SEC Probing Deals on InTouch Sensors
---------------------------------------------------
Uni-Pixel, Inc., learned on Nov. 19, 2013, that the Fort Worth
Regional Office of the U.S. Securities and Exchange Commission has
issued subpoenas concerning the Company's agreements related to
its InTouch Sensors.  The Company intends to cooperate fully with
the SEC regarding this non-public, fact-finding inquiry.  The SEC
has informed the Company that this inquiry should not be construed
as an indication that any violations of law have occurred or that
the SEC has any negative opinion of any person, entity or
security.  The Company does not intend to comment further on this
matter unless and until this matter is closed or further action is
taken by the SEC which, in the Company's judgment, merits further
comment or public disclosure.

                       About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

"As of December 31, 2012, we had a cash balance of approximately
$13.0 million and working capital of $12.8 million.  We project
that current cash reserves will sustain our operations through at
least December 31, 2013, and we are not aware of any trends or
potential events that are likely to adversely impact our short
term liquidity through this term.  We expect to fund our
operations with our net product revenues from our commercial
products, cash and cash equivalents supplemented by proceeds from
equity or debt financings, and loans or collaborative agreements
with corporate partners, each to the extent necessary," according
to the Company's annual report for the year ended Dec. 31, 2012.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.  As of
Sept. 30, 2013, Uni-Pixel had $60.22 million in total assets,
$6.50 million in total liabilities and $53.71 million in
total shareholders' equity.


URANIUM ONE: Fitch Assigns 'BB-' LT Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has assigned Canada-based Uranium One Inc. a Long-
term foreign currency Issuer Default Rating (IDR) of 'BB-'. The
Outlook is Stable.

Fitch has also assigned an expected 'BB-(EXP)' rating to the
USD350m senior secured notes to be issued by Uranium One
Investment Inc., a fully-owned subsidiary of Uranium One. The
final notes rating is contingent on the receipt of final documents
conforming materially to the preliminary documentation reviewed.

Uranium One's rating is notched up three levels from Fitch's
standalone assessment of 'B-' for support from its Russian state-
owned parent, JSC Atomic Energy Power Corporation (Atomenergoprom)
(BBB/Stable), and, ultimately, from the Russian Federation
(BBB/Stable), in line with the agency's Parent and Subsidiarity
Rating Linkage. Atomenergoprom is a principal company of the State
Atomic Energy Corporation Rosatom (Rosatom), wholly owned by the
Russian Federation. Fitch's view of support is based on Uranium
One's strong strategic and operational ties with its parent.

Fitch believes that Uranium One's low-cost position for the
extraction of triuranium octoxide (U3O8) is important for
Rosatom's successful future development. Rosatom is the world's
leader in integrated uranium mining, enrichment and fuel
fabrication, in nuclear power plant engineering, fabrication and
construction, and a top nuclear power utility in Russia. Uranium
One currently accounts for about 38% of Rosatom's uranium needs
but given the recently announced delays in the development of
Rosatom's own mining assets in Russia, Fitch expects this share to
increase in the medium term. Uranium One obtains nearly all of its
uranium from Kazakhstan from joint ventures (JVs) with JSC
National Atomic Company Kazatomprom (BBB-/Stable) and sells over
half of its production to Rosatom predominantly at spot prices.

Uranium One's standalone creditworthiness is constrained by its
small size, by its dependence on production and dividends from the
JVs, and by exposure to a single commodity and spot uranium
prices. Based on Fitch conservative uranium price forecast ranging
between USD35.5 per pound (lb) to USD44.5/lb until 2016, Fitch
expects that Uranium One's funds from operations (FFO) that
includes income from wholly-consolidated operations and a
proportionate share of dividends from JVs will drop sharply in
2014-2015 and its FFO adjusted leverage will deteriorate
dramatically to above 15x in 2014-2015 before improving to about
6x (gross) and about 4.5x (net) by end-2016.

In Fitch view, Uranium One does not have robust legal ties with
its parent, such as financial guarantees from Atomenergoprom /
Rosatom for a large portion of its debt nor cross default
provisions in the parent's debt documentation that would cover
Uranium One and indicate stronger linkage between the subsidiary
and the parent.

Key Rating Drivers:

Strategic Mining Asset
Fitch views the full consolidation of Uranium One by Rosatom in
October 2013 as an indication of the company's importance to the
latter's long-term growth strategy. In 2012, Uranium One had total
attributable production of 12.2m lbs of uranium, 93% of which were
produced in Kazakhstan. Uranium One's production is a key factor
in Rosatom's long-term aim of maintaining its leading position
across global nuclear markets.

Low Production Cost
Using the low-cost in situ leaching method, Uranium One obtains
nearly all of its uranium from JVs with Kazatomprom. In 2012 the
company reported cash costs of USD16/lb of U3O8, and forecasts
2013 cash costs of USD19/lb, making it one of the lowest-cost
producers worldwide. Being a low-cost supplier, Uranium One should
help Rosatom to improve its enrichment margins. The company sells
its products predominately at spot prices, which distinguishes it
from some other mining companies such as Kazatomprom that sell
their uranium at a mix of long-term and spot prices.

Prices Impede New Projects
Uranium spot prices reached a multi-year low of USD35/lb in
October 2013, making production at many existing and new fields
unprofitable. As a result, a number of new projects have been
placed on care and maintenance with a potential for further
temporary suspension. It has recently been reported that due to
low uranium prices, Rosatom has decided to stop developing several
mining assets including Uranium One's projects Willow Creek in the
US (annual production below 1m lb to be maintained) and Honeymoon
in Australia (production to be placed on care and maintenance).
Fitch believes that Uranium One's position as a key supplier of
uranium to Rosatom will become even more important over the medium
term.

'B-' Standalone Assessment
The standalone assessment is capped by the company's small size,
by its dependence on production and dividends from the JVs and by
high expected FFO-adjusted gross leverage. Uranium One almost
exclusively depends on dividends from its JVs to service its debt.
In 2012, it received USD185m in dividends from JVs and in 9M13,
dividends received amounted to USD98.3m, down from USD129.1m in
9M12. In addition, Uranium One had USD67.3m in dividends
receivable at 30 September 2013. Despite the JVs' production being
in line with management forecasts, Fitch believes that in the
current price environment the dividend stream from the JVs could
be significantly lower than that per management expectations.
Therefore, Fitch expects Uranium One's standalone credit profile
to deteriorate significantly in 2014-2015 before improving by end-
2016.

Liquidity and Debt Structure:

Fitch views Uranium One's current liquidity position as currently
satisfactory but limited. At 30 September 2013, it had USD482m in
unrestricted cash, plus USD1.45bn in restricted cash earmarked for
repayment of a USD1.45bn revolving credit facility from an
affiliate of its intermediate parent, JSC Atomredmetzoloto, which
was fully repaid on 5 November 2013. Uranium One's other short-
term debt includes USD260m convertible debentures that the company
made an offer for on 15 November 2013. Its long-term debt consists
of USD465m RUB-denominated bonds that mature in 2016 and 2020.
Uranium One does not maintain any open bank credit facilities.

Uranium One's proposed USD350m notes will be guaranteed by certain
subsidiaries that accounted for 4.7% of its adjusted EBITDA and
24.5% of its consolidated total assets at 30 September 2013.
Uranium One's fully-owned mining assets in the US and Australia
will also serve as the security interest for the notes.
Nonetheless, Fitch expects that the company will predominantly
rely on dividends from its Kazakh JVs, which are not included as
security for the notes, to service the notes. Consequently, Fitch
assigns the expected rating to Uranium One's notes at the same
level as the IDR.

Rating Sensitivities:

Positive: Future developments that could lead to positive rating
action include:

-- A stronger linkage between Atomenergoprom / Rosatom and Uranium
   One, i.e., more robust legal ties such as financial guarantees
   from Atomenergoprom / Rosatom for a large portion of Uranium
   One's debt or cross default provisions that would include
   Uranium One

-- Improved financial profile, e.g., FFO adjusted gross leverage
   of below 3x and FFO fixed charge cover of at least 6x on a
   sustained basis would be positive for Uranium One's standalone
   profile

Negative: Future developments that could lead to negative rating
action include:

-- Weakening linkage between Atomenergoprom / Rosatom and Uranium
   One may result in Fitch reviewing the notching gap

-- Failure to improve the financial profile by end-2017 in line
   with expectations of a 'B-' rated mining company, e.g., FFO
   adjusted gross leverage of above 3.5x and FFO fixed charge
   cover of 5x and less on a sustained basis would be negative for
   the standalone profile

Full List of Rating Actions:

Uranium One Inc.

-- Foreign Currency Long-term IDR: 'BB-'; Outlook: Stable
-- Local Currency Long-term IDR: 'BB-'; Outlook: Stable
-- Foreign Currency Short-term IDR: 'B'
-- Local Currency Short-term IDR: 'B'
-- Senior Unsecured Rating: 'BB-'

Uranium One Investment Inc.

-- Senior secured USD350m notes: 'BB-(EXP)'


URANIUM ONE: S&P Lowers Corp. Credit Rating to 'B+'
---------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Toronto-based uranium producer Uranium
One Inc. to 'B+' from 'BB-'.  The outlook is stable.

Standard & Poor's also lowered its assessment of the company's
stand-alone credit profile to 'b' from 'b+'.

At the same time, Standard & Poor's assigned its 'B+' issue-level
rating and '3' recovery rating to Uranium One's proposed
US$350 million senior secured notes.  In addition, Standard &
Poor's assigned its 'B-' issue-level rating and '6' recovery
rating to Uranium One's senior unsecured ruble bond notes
outstanding. A '3' recovery rating indicates meaningful (50%-70%)
recovery in a default scenario; a '6' recovery rating indicates
negligible (10%-30%) recovery.

"We downgraded Uranium One given our expectation of a high level
of expected volatility for cash flow/leverage ratios based on the
company's pro forma debt balance and contemporary uranium prices,"
said Standard & Poor's credit analyst George Economou.

Pro forma to the proposed senior secured notes offering, S&P
believes that the company's credit measures will be very sensitive
to the price of uranium with a US$5.00 per pound contraction
increasing its 2014 adjusted debt-to-EBITDA ratio to more than
6.0x and a funds from operations (FFO)-to-debt ratio below 10%,
ratios that are consistent with a "highly leveraged" financial
risk profile.

S&P views Uranium One's business risk profile as "weak,"
reflecting its assessment of the company's competitive position,
country risk, and risk in the mining industry.  In S&P's view, the
company has a better-than-average position on an industry cost
curve and average profitability compared with mining industry
peers; however, Uranium One also has high mine and geographic
concentration as well as a relatively short aggregate mining life
based on proven and probable reserves that are reported in
accordance with National Instrument 43-101, the Canadian mineral
resource classification system.

S&P considers Uranium One to be a government-related entity under
its criteria and have assigned a one-notch uplift based on this
analysis.

S&P assess Uranium One's financial risk profile as highly
leveraged, reflecting high potential volatility in financial
measures; a great reliance on indirect, subordinated cash flows
from its joint venture mines; and reduced financial flexibility
from lower cash balances.

The stable outlook reflects Standard & Poor's view that Uranium
One's low-cost production profile and long-term sales contracts
should help support the company's operating performance and cash
flow generation through next year.  S&P estimates that, under its
base case assumptions, the company's proportionately consolidated
adjusted debt-to-EBITDA leverage ratio should increase to 4.5x-
5.5x and its FFO-to-debt ratio should decrease to 15%-20% with
modestly positive cash available for debt repayment through 2015.

S&P expects that the ratings could be pressured if any combination
of significantly tighter uranium margins, higher capital
expenditures, or acquisitions contributed to a debt-to-EBITDA
leverage ratio above 5.5x for an extended period.  S&P estimates
that this could occur if EBITDA were to deteriorate significantly
following a decline in uranium margins below US$15.00 per pound
due to a combination of weaker uranium demand expectations and
accelerating cash costs at Uranium One.

Although S&P don't expect in the next year, it could consider a
positive rating action on the company's stand-alone credit profile
if Uranium One demonstrates sustainably improved credit metrics,
including an adjusted debt-to-EBITDA leverage ratio close to 3x,
due to better-than-expected profitability and reduced debt
balances.

In addition, S&P would reassess its view on extraordinary
government support if it sees a fundamental change in Uranium
One's role and link to the Russian Federation.


US INVESTIGATIONS: Bank Debt Trades at 2% Off
---------------------------------------------
Participations in a syndicated loan under which US Investigations
is a borrower traded in the secondary market at 97.78 cents-on-
the-dollar during the week ended Friday, Nov. 29, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.18
percentage points from the previous week, The Journal relates. US
Investigations pays 300 basis points above LIBOR to borrow under
the facility. The bank loan matures on Feb. 26, 2015 and is not
rated by Moody's and Standard & Poor's.  The loan is one of the
biggest gainers and losers among 205 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

US Investigations Services, Inc., with corporate headquarters in
Falls Church, Virginia, is a leading provider of security-
clearance background investigation and employment screening
services to government agencies and commercial customers in the
United States.  Revenues for the 2008 fiscal year which ended
September 30, 2009 were about $890 million, adjusted for certain
one-time revenue items.


USEC INC: Government to Fund Add'l $15.7MM for Centrifuge Project
-----------------------------------------------------------------
USEC Inc. and its subsidiary American Centrifuge Demonstration,
LLC, entered into Amendment No. 010 to the cooperative agreement
dated June 12, 2012, between the U.S. Department of Energy and
USEC and ACD for the research, development and demonstration
program for the American Centrifuge project.  The Amendment amends
the cooperative agreement to provide for additional government
obligated funds of $15.7 million, bringing total government
obligated funding to $256.9 million.  The Amendment also extends
the current funding period and end date of the program until
Jan. 15, 2014, enabling continued work to be performed under the
cooperative agreement through Jan. 15, 2014.  The other terms and
conditions, including the milestones and performance indicators
under the RD&D program were not changed by the Amendment.  USEC
continues to expect to meet the remaining three RD&D program
technical milestones during December 2013.

The cooperative agreement provides funding for a cost-share RD&D
program to demonstrate the American Centrifuge technology through
the construction and operation of a commercial demonstration
cascade of 120 centrifuge machines and sustain the domestic U.S.
centrifuge technical and industrial base for national security
purposes and potential commercialization of the American
Centrifuge technology.  The cooperative agreement, as amended by
the Amendment, provides for 80 percent DOE and 20 percent USEC
cost sharing for work performed during the period June 1, 2012
through Jan. 15, 2014.  DOE's contribution has been incrementally
funded.

USEC said it is evaluating and pursuing the feasibility of
alternatives and the actions necessary to proceed with the
commercial deployment of the American Centrifuge technology,
including the availability of additional government support and
has initiated discussions with DOE regarding the project's need
for this support.  However, USEC has no assurance that it will be
successful in achieving any of these measures or the timing
thereof.  In light of USEC's liquidity, it does not have the
ability to continue to fund the American Centrifuge project at its
current levels beyond the end of the RD&D program without
additional government support and even with this support USEC's
ability to provide funding in 2014 will be limited.  Therefore,
USEC continues to evaluate its options concerning the American
Centrifuge project, including its ability to continue the project
prior to or upon completion of the RD&D program, further
demobilization of or delays in the commercial deployment of the
project, and termination of the project, and could make a decision
to demobilize or terminate the project in the near term.  Any such
actions may have a material adverse impact on USEC's ability to
deploy the American Centrifuge technology, on its liquidity and on
the long-term viability of its enrichment business.

The Company, or its subsidiaries, is also a party to a number of
other agreements or arrangements with the U.S. government.

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

USEC disclosed a net loss of $1.20 billion in 2012 as compared
with a net loss of $491.1 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $1.70 billion in total assets,
$2.16 billion in total liabilities and a $462.1 million
stockholders' deficit.

PricewaterhouseCoopers LLP, in McLean, Virginia, 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 reported net losses and a stockholders'
deficit at Dec. 31, 2012, and is engaged with its advisors and
certain stakeholders on alternatives for a possible restructuring
of its balance sheet, which raise substantial doubt about its
ability to continue as a going concern.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair stockholders' ability to sell or purchase our common stock.
As of September 30, 2013, we had $530 million of convertible notes
outstanding.  Under the terms of our convertible notes, a
"fundamental change" is triggered if our shares of common stock
are not listed for trading on any of the NYSE, the American Stock
Exchange (now NYSE-MKT), the NASDAQ Global Market or the NASDAQ
Global Select Market, and the holders of the notes can require
USEC to repurchase the notes at par for cash.  We have no
assurance that we would be eligible for listing on an alternate
exchange in light of our market capitalization, stockholders'
deficit and net losses.  Our receipt of a NYSE continued listing
standards notification described above did not trigger a
fundamental change.  In the event a fundamental change under the
convertible notes is triggered, we do not have adequate cash to
repurchase the notes.  A failure by us to offer to repurchase the
notes or to repurchase the notes after the occurrence of a
fundamental change is an event of default under the indenture
governing the notes.  Accordingly, the exercise of remedies by
holders of our convertible notes or the trustee of the notes as a
result of a delisting would have a material adverse effect on our
liquidity and financial condition and could require us to file for
bankruptcy protection," the Company said in its quarterly report
for the period ended Sept. 30, 2013.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's.

As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on USEC Inc., including the corporate
credit rating to 'CCC' from 'CCC+'.

"The downgrade reflects our assessment of USEC's long-term
viability after the company publicly stated that it will be
difficult to continue enrichment operations at the Paducah Gaseous
Diffusion Plant after a one-year multiparty agreement to extend
operations expires in May 2013," said Standard & Poor's credit
analyst Maurice S. Austin.


USELL.COM INC: Reports $826K Net Loss in Sept. 30 Quarter
---------------------------------------------------------
usell.com, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $826,311 on $1.64 million of revenues for the three months
ended Sept. 30, 2013, compared to a net loss of $392,105 on
$729,297 of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $1.94
million in total assets, $2.39 million in total liabilities, and
stockholders' deficit of $447,947.

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

                       http://is.gd/JsI3nH

New York City-based usell.com, Inc., is a technology based company
focused on creating an online marketplace where consumers can sell
small consumer electronics that they are no longer using.


VELTI INC: Hires Jefferies LLC as Investment Banker
---------------------------------------------------
Velti Inc. and its debtor-affiliates seek authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ
Jefferies LLC as investment banker, nunc pro tunc to Nov. 4, 2013.

The Debtors require Jefferies LLC to:

   (a) provide the Company with financial advice and assistance in
       connection with a possible sale, disposition or other
       business transaction or series of transactions involving
       all or a material portion of the equity or assets of one
       or more entities comprising the Company, whether directly
       or indirectly and through any form of transaction,
       including, without limitation, merger, reverse merger,
       liquidation, tender or exchange offer, stock purchase,
       asset purchase, recapitalization, reorganization,
       consolidation, amalgamation, joint venture, strategic
       partnership, license, a sale under section 363 of the
       Bankruptcy Code, including any "credit bid" made pursuant
       to section 363(k) of the Bankruptcy Code and including
       under a prepackaged or pre-negotiated plan of
       reorganization or other plan pursuant to the Bankruptcy
       Code, or other transaction any of the foregoing, an "M&A
       Transaction";

   (b) provide advice and assistance to the Company in connection
       with analyzing, structuring, negotiating and effecting,
       and acting as exclusive financial advisor to the Company in
       connection with, any restructuring of the Company's
       outstanding indebtedness through any offer by the Company
       with respect to any outstanding Company indebtedness, a
       solicitation of votes, approvals, or consents giving effect
       thereto -- including with respect to a prepackaged or
       pre-negotiated plan of reorganization or other plan
       pursuant to Chapter 11 of the Bankruptcy Code or any
       other applicable law, the execution of any agreement giving
       effect thereto, an offer by any party to convert, exchange
       or acquire any outstanding Company indebtedness, or any
       similar balance sheet restructuring involving the Company;
       and become familiar with, to the extent Jefferies LLC deems
       appropriate, and analyzing, the business, operations,
       properties, financial condition and prospects of the
       Company;

   (c) advise the Company on the current state of the
       "restructuring market";

   (d) assist and advise the Company in developing a general
       strategy for accomplishing a Restructuring;

   (e) assist and advise the Company in implementing a
       Restructuring;

   (f) assist and advise the Company in evaluating and analyzing a
       Restructuring, including the value of the securities or
       debt instruments, if any, that may be issued in any such
       Restructuring;

   (g) render such other financial advisory services as may from
       time to time be agreed upon by the Company and Jefferies;
       and

   (h) provide advisory services to the Company in connection with
       obtaining debt or equity financing for any corporate
       purpose (a "Financing Transaction") and debtor-in-
       possession financing (a "DIP Financing", and a DIP
       Financing, Financing Transaction, M&A Transaction, and a
       Restructuring, each and together, a "Transaction").

The Debtors will compensate Jefferies LLC in accordance with the
terms and conditions and at the times set forth in the Engagement
Letter, which provides in relevant part for the following
compensation structure, the "Fee Structure":

   (a) Monthly Fee. A monthly fee of $125,000, payable on the
       24th of each month during the term of Jefferies LLC's
       Engagement;

   (b) Transaction Fee. Upon the consummation of an M&A
       Transaction a fee equal to $2 million, plus 5% of
       the Transaction Value that is greater than $75 million;
       provided, however, that in the event the first consummated
       M&A Transaction involves less than a majority of the equity
       or assets of the Company, the fee for such first M&A
       Transaction shall be $1 million, and provided, further,
       that such $1 million fee shall be credited against any
       subsequent Transaction Fee or Restructuring Fee due
       to Jefferies LLC;

   (c) Restructuring Fee. Promptly upon the closing of a
       Restructuring, a fee equal to $2 million;

   (d) DIP Financing Fee. Upon the consummation of a DIP
       Financing, a fee equal to $250,000; provided, however, that
       the DIP Financing Fee shall be fully creditable against any
       Transaction Fee actually paid to Jefferies LLC; and

   (e) Break-Up Fee. If, following or in connection with the
       termination, abandonment or failure to occur of any
       proposed M&A Transaction in respect of which the Company
       entered into an agreement during the term of this Agreement
       or during the 12-month period following the effective date
       of termination of this Agreement, the Company or any
       affiliate is entitled to receive a breakup, termination,
       "topping," expense reimbursement, earnest money payment or
       similar fee or payment, Jefferies LLC shall be entitled to
       a cash fee (the "Break-Up Fee"), payable promptly following
       the Company's or such affiliate's receipt of such amount,
       equal to 25% of the aggregate amount of all Termination
       Payments paid to the Company or such affiliate; provided,
       however, that the Break-Up Fee shall not be greater than
       the Transaction Fee that would have been payable had the
       proposed M&A Transaction been consummated.

Jefferies LLC will also be reimbursed for reasonable out-of-pocket
expenses incurred.

During the 90 days prior to the Petition Date, Jefferies received
from the Debtors:

    -- two Monthly Fees pursuant to Paragraph 4 of the Engagement
       Letter, $150,000 on Aug. 13, 2013 and $150,000 on Oct. 3,
       2013; and

    -- $500,000 on account of a transaction fee relating
       to a 2013 stock offering on Aug. 30, 2013.  To the extent
       any additional prepetition amounts are owed by the Debtors
       under the Engagement Letter or otherwise, Jefferies shall
       waive such claims against the Debtors as a condition to
       being retained pursuant to the Application.

Richard S. Klein, managing director of Jefferies LLC, 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 District of Delaware will hold a hearing on the
engagement today, Dec. 2, 2013, at 9:30 a.m.  Objections were due
Nov. 25.

Jefferies LLC can be reached at:

       Richard S. Klein
       JEFFERIES LLC
       520 Madison Avenue
       New York, NY 10022
       Tel: (212) 708-2733
       Fax: (646) 786-5802
       E-mail: rklein@jefferies.com

                         About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No.
13-12878) on Nov. 4.

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 INC: Taps Sitrick and Company as Communications Consultants
-----------------------------------------------------------------
Velti Inc. and its debtor-affiliates ask for permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Sitrick and Company, a division of Sitrick Brincko Group LLC, as
corporate communications consultants, nunc pro tunc to Nov. 4,
2013.

Sitrick and Company will provide corporate communications
consulting services to the Debtors.  These services may include,
among others, writing and distributing press releases, consulting
on public relations strategy, media relations and media monitoring
in connection with these Chapter 11 cases.

Sitrick and Company will be paid at these hourly rates:

       Tom Becker              $625
       Anita-Marie Laurie      $625
       Danielle Newman         $295
       Rachel Warzala          $185
       Kara Schmiemann         $185
       Molly Russell           $185

Sitrick and Company will also be reimbursed for reasonable out-of-
pocket expenses incurred; provided that any expense exceeding $500
shall be preapproved by the Debtors.

Anita-Marie Laurie, member of Sitrick and Company, 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 District of Delaware will hold a hearing on the
engagement on Dec. 2, 2013, at 9:30 a.m.  Objections were due
Nov. 25.

Sitrick and Company can be reached at:

       Anita-Marie Laurie
       SITRICK AND COMPANY
       11999 San Vicente Blvd., Penthouse
       Los Angeles, CA 90049
       Tel: (310) 788-2850
       Fax: (310) 788-2855
       E-mail: anitamarie@sitrick.com

                         About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No.
13-12878) on Nov. 4.

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.


VISUALANT INC: Partners with IV to Develop ChromaID Applications
----------------------------------------------------------------
Visualant, Inc., and Intellectual Ventures (IV), have formed a
strategic partnership to advance the commercialization of
Visualant's patented ChromaIDTM technology through product
applications and IP development.

ChromaID is a breakthrough light-based identification and
measurement technology, with the potential to replace traditional
spectral analysis and other costly methods of identification,
authentication, and diagnosis.

IV will provide access to its global network of inventors and
engineers to develop applications for ChromaID, including
solutions for medical diagnostics, and food and drug safety.  IV
has also agreed to file a minimum of 10 patents covering these new
ChromaID applications.

"Our new partnership with Intellectual Ventures is a tremendous
validation of our technology," said Visualant founder and CEO Ron
Erickson.  "Partnering with IV puts our technology in the hands of
the world's strongest IP development company, and its network of
inventors and engineers.

"With the anticipated expansion of Visualant's intellectual
property, we expect to benefit immensely from IV's global
invention network, and highly successful business development and
IP licensing teams.  With IV's assistance, we will put ChromaID
technology into the hands of the world's most innovative people at
companies with tremendous capital and development resources,
giving us great confidence that this disruptive technology will be
soon be deployed in real-world applications."

All of Visualant's currently available ChromaID Scanner and
Software Development Kit (SDK) inventory has been allocated and
are scheduled to ship the week of November 18.  Additional
ChromaID Scanners and SDKs are being manufactured and scheduled
for availability in early 2014.

"Visualant's significant research and development investment has
resulted in a truly revolutionary technology in ChromaID," said
Tim Londergan, head of commercial development for the Invention
Development Fund at Intellectual Ventures.  "We plan to expand the
ChromaID patent portfolio as we develop innovative commercial
applications."

In addition to traditional IP licensing deals, companies work with
IV's in-house inventors as well as its network of more than 4,000
inventors across ten countries to solve near-term technical issues
and invent the technologies that will differentiate next-
generation products from the competition.  IV's IP portfolio
includes nearly 40,000 patent assets across more than 50 fields of
technology.

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
for the same period during the prior year.  The Company's balance
sheet at June 30, 2013, showed $5.59 million in total assets,
$7.32 million in total liabilities, $46,609 in noncontrolling
interest and a $1.78 million total stockholders' deficit.

PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


W.R. GRACE: Asks Court to Disallow 21 Employee Claims
-----------------------------------------------------
W.R. Grace & Co. asked the U.S. Bankruptcy Court for the District
of Delaware to disallow 21 claims, saying the company is not
liable for those claims based on its records.

The claims were filed by employees, former employees or their
beneficiaries who may be entitled to receive benefits under the
company's benefit programs.  The claims seek more than $1.24
million.  The claims are listed at http://is.gd/gASjSD

Separately, W.R. Grace asked the court to disallow the claim
filed by Paulette Ramsey Nelson, assigned as Claim No. 18509.
The company said the claim was filed after the deadline, and that
Ms. Nelson did not execute a proof of claim and provide documents
supporting the validity of her claim.

                        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: FCR Taps Towers Watson as Consultant
------------------------------------------------
Roger Frankel, the court-appointed legal representative for future
asbestos-related personal injury claimants in the Chapter 11 cases
of W.R. Grace, filed an application to hire Towers Watson Delaware
Inc. as his actuarial consultant.

Towers Watson will provide analyses and estimations of payment
percentages for the trust that was created to pay asbestos-
related claims, and any other tasks mutually agreed upon by both
sides.

The firm will be paid on an hourly basis and will be reimbursed
for work-related expenses.  Jeffrey Kimble, a consultant at
Towers Watson, will serve as the lead consultant.  His current
hourly rate is $515.  Meanwhile, the hourly rates for senior
consultants expected to provide services are $575 for Steven Lin
and $630 for Sandra Santomenno.  The hourly rates for other
consultants range from $440 to $575 while the hourly rates for
analysts range from $290 to $415.

The firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not hold or
represent interest adverse to Mr. Frankel, according to a
declaration by Mr. Kimble, a consultant at Towers Watson.

A court hearing to consider approval of the application is
scheduled for Dec. 18.  Objections are due by Dec. 3.

Mr. Frankel is represented by:

     Richard H. Wyron, Esq.
     Debra L. Felder, Esq.
     Orrick, Herrington & Sutcliffe LLP
     Columbia Center
     1152 15th Street, NW
     Washington, DC 20005
     Tel: (202) 339-8400
     Fax: (202) 339-8500
     Email: rwyron@orrick.com
            dfelder@orrick.com

          - and -

     John C. Phillips, Jr., Esq.
     Phillips, Goldman & Spence P.A.
     1200 North Broom Street
     Wilmington, DE 19806
     Tel: (302) 655-4200
     Fax: (302) 655-4210
     Email: jcp@pgslaw.com

                        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: Lincoln, FCR Advisor, Also Involved in Bondex Case
--------------------------------------------------------------
Roger Frankel, the court-appointed legal representative for future
W.R. Grace claimants, previously obtained approval to retain
Lincoln Partners Advisors LLC as his financial adviser.

Joseph Radecki, Jr., a managing director of Lincoln Partners
Advisors LLC, recently disclosed in a court filing that the
committee representing holders of asbestos-related claims tapped
the firm to provide investment banking services to the committee
in the Chapter 11 cases of Specialty Products Holding Corp. and
Bondex International, Inc.  Mr. Radecki said that despite that
representation Lincoln Partners continues to be a "disinterested
person" since the proposed engagement of the firm is unrelated to
the bankruptcy cases of W.R. Grace & Co. and its affiliated
debtors.

Lincoln is assisting Mr. Frankel in reviewing the conduct and
financial condition of W.R. Grace & Co.  The firm is also advising
him concerning the company's Chapter 11 reorganization plan or any
other plan, and evaluating the financial effect of the
implementation of that plan to the assets or securities of the
company.

                        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: Files Q3 Report on Settlements, Asset Sales
-------------------------------------------------------
W.R. Grace & Co. filed a quarterly report of the settlements made
by the company for the period July 1 to Sept. 30, 2013, disclosing
that it reached a settlement with Richard Sukenik, under which it
agreed to pay $28,185 to the claimant for contractual
indemnification.

W.R. Grace & Co. also filed a quarterly report disclosing that it
did not sell any asset worth less than $25,000 or any asset worth
more than $25,000 but less than $250,000 during the period
July 1 to Sept. 30, 2013.

                        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).


WALTER ENERGY: Bank Debt Trades at 2% Off
-----------------------------------------
Participations in a syndicated loan under which Walter Energy Inc.
is a borrower traded in the secondary market at 97.93 cents-on-
the-dollar during the week ended Friday, Nov. 29, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 0.22
percentage points from the previous week, The Journal relates.
Walter Energy Inc. pays 575 basis points above LIBOR to borrow
under the facility. The bank loan matures on March 14, 2018 and
carries Moody's B3 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Walter Energy Inc

Walter Energy, Inc. is primarily a metallurgical coal producer
with additional operations in metallurgical coke, steam and
industrial coal, and natural gas. Headquartered in Birmingham,
Alabama, the company generated $2 billion in revenue for the
twelve months ended June 30, 2013.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 23, 2013,
Standard & Poor's Ratings Services said that it assigned its 'B'
issue-level rating to Walter Energy Inc.'s proposed $350 million
senior secured notes due 2019.  The issue level rating, which is
one notch above the corporate credit rating, and the '2' recovery
rating indicate S&P's expectation for a substantial (70% to 90%)
recovery in the event of a payment default.  The corporate credit
rating remains 'B-' and the outlook is negative.


WJO INC: Chapter 11 Trustee Taps Aumiller Lomax as Special Counsel
------------------------------------------------------------------
Alfred T. Giuliano, the Chapter 11 trustee of WJO, Inc., asks for
authorization from the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania to employ Aumiller Lomax LLC as special
counsel to prosecute the Office of Worker's Compensation Program
claims.

Aumiller Lomax will be paid on a contingency fee basis of 20% of
any recovery.

The Chapter 11 Trustee proposes the following procedure for
payment of the Contingency Fee to Aumiller Lomax:

   (a) upon receipt of each recovery, Aumiller Lomax shall
       immediately forward the monies to the Trustee;

   (b) if Bankruptcy Court approval of the recovery/settlement is
       not required, the Trustee may pay Aumiller Lomax the
       Contingency Fee upon clearance of the funds; and

   (c) if Bankruptcy Court approval of the recovery/settlement is
       required, the Trustee may pay Aumiller Lomax the
       Contingency Fee only after a final Bankruptcy Court Order
       approving said recovery/settlement.

Aumiller Lomax will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Aaron B. Aumiller, principal of Aumiller Lomax, 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.

Aumiller Lomax can be reached at:

       Aaron B. Aumiller, Esq.
       Aumiller Lomax LLC
       1913 Greentree Road, Ste D
       Cherry Hill, NJ 08003
       Tel: (856) 751-0440
       Fax: (856) 751-3440

                       About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.

On July 3, 2012, Roberta A. DeAngelis, U.S. Trustee for Region 3,
obtained permission from the Hon. Jean K. Fitzsimon of the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
appoint Alfred T. Giuliano as Chapter 11 trustee of the bankruptcy
estate of WJO, Inc.  Maschmeyer Karalis P.C. serves as the Chapter
11 Trustee's general bankruptcy counsel.


WSP HOLDINGS: Bad Debt Expenses of $16.8MM on Chaoyang Waiver
-------------------------------------------------------------
WSP Holdings Limited in May 2013 entered into an agreement to
waive the payment of $16.8 million owed by Chaoyang Seamless Oil
Steel Casting Pipes Co., Ltd., whose 51% equity interest was held
by the Company prior to January 2012, to two of the Company's
subsidiaries.

The Company on Nov. 28 disclosed that in connection with this
waiver, it recorded bad debt expenses of approximately $16.8
million, which led to an increase in general and administrative
expenses quarter-over-quarter and year-over-year.  The waiver was
formally approved by the Company's board of directors in October
2013.

WSP Holdings reported revenues of $119.3 million in the first
quarter of 2013, compared to $131.4 million in the fourth quarter
of 2012, primarily due to a decrease in revenues from domestic API
products.  Domestic sales and export sales accounted for 33.8% and
66.2%, respectively, of total revenues for the first quarter of
2013.

On a quarter-over-quarter basis, domestic sales decreased
primarily due to a 42.8% decrease in domestic sales volume and
partly due to a 2.5% decrease in average selling prices.  Export
sales increased quarter-over-quarter primarily due to a 22.4%
increase in average selling prices, and partly due to a 9.4%
increase in sales volume.

On a year-over-year basis, domestic sales decreased primarily due
to a 51.5% decrease in domestic sales volume and partly due to a
6.1% decrease in average selling prices.  Export sales increased
year-over-year primarily due to a 92.1% increase in export sales
volume.

API and non-API product sales accounted for 79.9% and 14.4%,
respectively, of total revenues in the first quarter of 2013.
Lower quarter-over-quarter sales revenues from API product sales
were primarily due to a 25.7% decrease in sales volume, offset by
a 26.0% increase in average selling prices.  Non-API sales
revenues decreased quarter-over-quarter primarily due to a 6.5%
decrease in average selling prices, offset by a 5.4% increase in
sales volume.

API sales revenues increased year-over-year due to a 24.2%
increase in average selling prices, offset by a 15.0% decrease in
sales volume.  Non-API sales decreased year-over-year primarily
due to an 11.7% decrease in average selling prices and partly due
to a 9.2% decrease in sales volume.

Gross margin in the first quarter of 2013 was 20.6%, compared to
4.9% in the fourth quarter of 2012 and 2.1% in the first quarter
of 2012.  Higher quarter-over-quarter and year-over-year gross
margins were due to higher average selling prices.

Operating expenses in the first quarter of 2013 were $43.7
million, up 38.3% from $31.6 million in the fourth quarter of 2012
and up 212.7% from $14.0 million in the first quarter of 2012.
Selling and marketing expenses were $7.6 million, compared to $6.2
million in the fourth quarter of 2012 and $2.9 million in the
first quarter of 2012.  The quarter-over-quarter increase in
selling and marketing expenses was primarily due to an increase in
sales commission associated with increased export sales.  General
and administrative expenses were $35.6 million, compared to $26.3
million in the fourth quarter of 2012 and $16.8 million in the
first quarter of 2012.

Loss from operations was $19.1 million in the first quarter of
2013, compared to loss from operations of $11.3 million and
$25.2 million in the first quarter of 2012 and the fourth quarter
of 2012, respectively.

Net interest expense was $8.0 million in the first quarter of
2013, compared to $10.6 million in the first quarter of 2012 and
$6.5 million in the fourth quarter of 2012.  Higher quarter-over-
quarter net interest expense was mainly attributable to an
increase in the amount of capitalized interest expense in the
fourth quarter of 2012 compared to the first quarter of 2013.

The Company recorded income tax expense of $1.1 million in the
first quarter of 2013, compared to an income tax benefit of
$3.8 million and $0.6 million in the first quarter of 2012 and in
the fourth of 2012, respectively.

Net loss attributable to WSP Holdings was $25.8 million in the
first quarter of 2013, compared to net loss attributable to WSP
Holdings of $16.6 million and $29.1 million in the first quarter
of 2012 and the fourth quarter of 2012, respectively.

Basic and diluted loss per ADS were both $1.26 in the first
quarter of 2013, compared to basic and diluted loss per ADS of
$0.81 and $1.43 for both in the first quarter of 2012 and in the
fourth quarter of 2012, respectively.

Financial Condition

As of March 31, 2013, the Company had cash and cash equivalents of
$11.8 million, compared to $26.1 million as of Dec. 31, 2012.
Restricted cash totaled $194.1 million as of March 31, 2013,
compared to $206.8 million as of December 31, 2012.  As of
March 31, 2013, the Company had short term borrowings of
$809.2 million and long term borrowings of nil, compared to
$787.0 million and $15.9 million, respectively, as of Dec. 31,
2012.  As of March 31, 2013, one of the Company's major operating
subsidiaries has drawn down approximately RMB2.5 billion ($404.1
million) out of the total approved syndicated loan facility of
RMB2.9 billion ($456.2 million) entered into with eight commercial
banks in late August 2011, allowing it to replace certain of its
existing short-term borrowings with mid-term working capital
loans.  The subsidiary is subject to continued compliance with
certain bank loan covenants, including maintaining certain
financial ratios and thresholds.  The subsidiary did not meet
certain financial covenants under the syndicated loan facility
agreement for the year ended December 31, 2012.  The bank
syndicate held a review meeting and reached an agreement to waive
the aforementioned breaches of financial covenants.  The formal
approval process within the bank syndicate is currently underway.
Another two subsidiaries of the Company are also in breach of
their financial covenants under project loans.  As of March 31,
2013, the Company's short term borrowings include loans not due
within one year of $197.7 million that were reclassified as short
term borrowings due to technical breaches of these loans.  The
Company's lenders have not accelerated the repayment of their
loans under these credit facilities.  In the event that the
Company is unable to reach an agreement with these lenders, the
lenders may accelerate the repayment of the loans and the
Company's ability to draw down under these credit facilities may
be affected.

Accounts receivable and inventory totaled $187.8 million and
$209.4 million, respectively, as of March 31, 2013, compared to
$217.0 million and $205.2 million, respectively, as of December
31, 2012.  As of March 31, 2013 total assets were $1,336.2
million, total liabilities were $1,216.4 million and total equity
was $119.8 million.

Capital expenditures incurred for the three months ended March 31,
2013 were $4.2 million and were funded mainly through operating
cash flow and bank loans.  The Company has almost completed its
major capital expenditure projects and will continue to reevaluate
and revise its capital expenditure plan based on the prevailing
economic conditions and future expectations, as well as the
availability of funding.

Going Private Transaction

On August 15, 2013, the Company announced that the parties to the
going private transaction of the Company amended the Agreement and
Plan of Merger to extend the termination date to December 31,
2013.  Pursuant to the original Merger Agreement dated
February 21, 2013, each of the Company's ordinary shares issued
and outstanding immediately prior to the effective time of the
Merger will be cancelled and cease to exist in exchange for the
right to receive $0.32 without interest, and each ADS, which
represents ten ordinary shares, will represent the right to
surrender the ADS in exchange for $3.20 in cash without interest.

The Merger is subject to the authorization and approval of the
Merger Agreement by an affirmative vote of shareholders
representing at least two-thirds of the Shares present and voting
in person or by proxy as a single class at a meeting of the
Company's shareholders, as well as certain other customary closing
conditions.  Expert Master Holdings Limited, a company wholly-
owned by Mr. Longhua Piao, the Company's Chairman and Chief
Executive Officer, and UMW China Ventures (L) Ltd. collectively
beneficially own sufficient Shares to approve the Merger Agreement
and the Merger and have agreed to vote in favor of such approval.
If completed, the Merger will result in the Company becoming a
privately-held company and its ADSs will no longer be listed on
the NYSE.  However, the Company cannot assure you that the merger
will be completed.

Operational Environment and Business Outlook

After trading in a range of $100-$110 per barrel over the last
several months, oil prices traded in a range of $90-$100 a barrel
in late October and November 2013.  Oil prices are expected to
continue fluctuating due to heightened global economic
uncertainty.

On the international front, WSP Holdings continues to pursue new
opportunities and broaden its customer base in South America, the
Middle East and Central Asia, which provide opportunities for
sales growth.  On the domestic front, WSP Holdings has launched
certain new series of non-API products for commercial use and will
continue to focus on domestic customers in areas such as Xinjiang
Autonomous Region, Sichuan Province and Shaanxi Province, which
provide opportunities for sales of higher-margin, non-API
products.

                   About WSP Holdings Limited

Based in Xinqu, Wuxi, Jiangsu Province, People's Republic of
China, WSP Holdings Limited is a Chinese manufacturer of seamless
Oil Country Tubular Goods ("OCTG)", including casing, tubing and
drill pipes used for oil and natural gas exploration, drilling and
extraction.  OCTG refers to pipes and other tubular products used
in the exploration, drilling and extraction of oil, gas and other
hydrocarbon products.

WSP Holdings Limited reported a net loss of $76.80 million on
$686.13 million of revenues for 2011, compared with a net loss of
$132.75 million on $470.47 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$1.571 billion in total assets, $1.340 billion in total
liabilities, and total equity of $231.38 million.

                       Going Concern Doubt

MaloneBailey LLP, in Houston, Texas, expressed substantial doubt
about WSP Holdings Limited's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors said: "As discussed in
Note 2(a) to the consolidated financial statements, the fact that
the Company suffered significant operating loss and had working
capital deficiency while a significant amount of short-term
borrowings is required to be refinanced raises substantial doubt
about the Company's ability to continue as a going concern."


XTREME IRON: Trustee Wins Approval of Liquidation Plan
------------------------------------------------------
Bankruptcy Judge Harlin DeWayne Hale entered a findings of fact,
conclusions of law and order confirming the Joint Plan of
Liquidation of Xtreme Iron, LLC and Xtreme Iron Holdings, LLC.

The judge ruled that the Plan, which was submitted by Areya
Holder, the duly appointed and acting chapter 11 trustee,
satisfied the requirements set forth in Section 1129 of the
Bankruptcy Code.

A lone confirmation objection was filed by the Texas Comptroller
of Public Accounts.  The objection was resolved by the parties.
They have agreed that, among other things:

   a. The Comptroller will have an allowed priority tax claim
      for sales and TERP taxes in the amount of $50,000.

   b. The Comptroller will have an allowed administrative
      expense claim for sales and TERP taxes in the amount
      of $35,000.

A copy of the plan confirmation order is available for free at:

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

The Plan resolves, settles, and compromises all claims against the
Debtors or property of their estates.  Under the Plan, the Chapter
11 Trustee will transfer all of the Estates' assets, including the
proceeds from her earlier liquidation, to a Liquidating Trust.
Holders of allowed general unsecured claims will receive a pro
rata share of distributions from the trust assets after
liquidation and payment in full of secured claims.  Estimated
recovery for this class is 20 percent to 40 percent.  All equity
interests will be cancelled and terminated as of the Effective
Date.  A full-text copy of the Disclosure Statement is available
at http://bankrupt.com/misc/XTREME_IRON_ds.pdf

                         About Xtreme Iron

Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.
Lake Dallas-based Xtreme Iron Holdings estimated assets and
liabilities of $10 million to $50 million.

Xtreme Iron Holdings is the holding company for Xtreme Iron LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.  Holdings said an estimated 90% of the
business assets are located in North Texas counties.

Xtreme Iron Hickory Creek LLC filed its own petition (Bankr. E.D.
Tex. Case No. 12-41750) on June 29, 2012, listing under $1 million
in both assets and debts.

Xtreme Iron LLC commenced Chapter 11 proceedings (Bankr. N.D. Tex.
Case No. 12-34540) almost a month later, on July 11, 2012,
estimating assets and debts of $10 million to $50 million.

Judge Harlin DeWayne Hale oversees the Chapter 11 cases of
Holdings and Iron LLC.  Gregory Wayne Mitchell, Esq., at The
Mitchell Law Firm, L.P., serves as bankruptcy counsel to all three
Debtors.

On Sept. 14, 2012, Areya Holder was appointed Chapter 11 Trustee
of the estates of Xtreme Iron Holdings, LLC, and Xtreme Iron, LLC.
Gardere Wynne Sewell LLP serves as counsel for Areya Holder.


YRC WORLDWIDE: Solus Alternative Stake at 5.3% as of Nov. 29
------------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Solus Alternative Asset Management LP and its
affiliates disclosed that as of Nov. 29, 2013, they beneficially
owned 614,377 shares of common stock of YRC Worldwide Inc.
representing 5.32 percent of the shares outstanding.  A copy of
the regulatory filing is available for free at http://is.gd/Z5Lik7

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  As of Sept. 30, 2013,
the Company had $2.13 billion in total assets, $2.79 billion in
total liabilities and a $665.8 million total shareholders'
deficit.

                           *     *     *

As reported by the TCR on Aug. 2, 2013, Moody's Investors Service
affirmed the rating of YRC Worldwide, Inc., corporate family
rating at Caa3.  The ratings outlook is has been changed to
positive from stable.

"The positive ratings outlook recognizes the important progress
that YRCW has made in restoring positive operating margins through
implementation of yield management initiatives, during a period of
stabilizing demand in the less than truckload ('LTL') segment,"
the report stated.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


ZALE CORP: Incurs $27.3 Million Net Loss in Q1 2014
---------------------------------------------------
Zale Corporation reported a net loss of $27.30 million on $362.61
million of revenues for the three months ended Oct. 31, 2013, as
compared with a net loss of $28.26 million on $357.46 million of
revenues for the same period a year ago.

The Company's balance sheet at Oct. 31, 2013, showed $1.31 billion
in total assets, $1.16 billion in total liabilities and $152.95
million in stockholders' investment.

"We have now delivered positive comparable store sales for twelve
consecutive quarters.  Importantly, our core national brands drove
our sales performance in the first quarter with a 7.5 percent comp
in Zales and an 8.4 percent comp in Peoples," commented Theo
Killion, chief executive officer.  "For Holiday, we have expanded
our exclusive, branded product offerings, launched a new marketing
campaign and improved the store environment to enrich the guest
experience."

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

                         http://is.gd/tAvfVf

                        About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corporation disclosed net earnings of $10.01 million on $1.88
billion of revenues for the year ended July 31, 2013, as compared
with a net loss of $27.31 million on $1.86 billion of revenues for
the year ended July 31, 2012.


ZOGENIX INC: Visium Balanced Held 6.4% Equity Stake at Nov. 20
--------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Visium Balanced Master Fund, Ltd., and its affiliates
disclosed that as of Nov. 20, 2013, they beneficially owned
8,927,753 shares of common stock of Zogenix, Inc., representing
6.4 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/HjK8UA

                        About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and lack of sufficient working capital which raise
substantial doubt about the Company's ability to continue as a
going concern.

Zogenix incurred a net loss of $47.38 million in 2012, as compared
with a net loss of $83.90 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $54.63 million in total assets,
$68.52 million in total liabilities and a $13.88 million total
stockholders' deficit.


* BOND PRICING -- For Week From Nov. 11 to 15, 2013
---------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
AES Eastern Energy LP   AES       9.67     4.125       1/2/2029
AES Eastern Energy LP   AES          9      1.75       1/2/2017
Alion Science &
  Technology Corp       ALISCI   10.25    60.639       2/1/2015
B456 Systems Inc        AONE      3.75        24      4/15/2016
Buffalo Thunder
  Development
  Authority             BUFLO    9.375        36     12/15/2014
California Baptist
  Foundation            CALBAP     7.8         4     11/15/2013
Cengage Learning
  Acquisitions Inc      TLACQ     10.5    18.625      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ       12    13.875      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ    13.25     1.375      7/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ     10.5    18.625      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ    13.25     1.375      7/15/2015
Cengage Learning
  Holdco Inc            TLACQ    13.75     1.375      7/15/2015
Champion
  Enterprises Inc       CHB       2.75     0.375      11/1/2037
Energy Conversion
  Devices Inc           ENER         3     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175        15      1/30/2037
Energy Future
  Holdings Corp         TXU       5.55    34.275     11/15/2014
Federal Home
  Loan Banks            FHLB       3.5    99.375      8/21/2023
James River Coal Co     JRCC     7.875    28.594       4/1/2019
James River Coal Co     JRCC       4.5      29.6      12/1/2015
James River Coal Co     JRCC        10      52.5       6/1/2018
James River Coal Co     JRCC        10    41.383       6/1/2018
James River Coal Co     JRCC     3.125     24.25      3/15/2018
LBI Media Inc           LBIMED     8.5        30       8/1/2017
Lehman Brothers
  Holdings Inc          LEH          1    19.125      8/17/2014
Lehman Brothers
  Holdings Inc          LEH          1    19.125      8/17/2014
Lehman Brothers Inc     LEH        7.5      16.1       8/1/2026
MF Global Holdings Ltd  MF        6.25    46.033       8/8/2016
MF Global Holdings Ltd  MF       1.875      41.9       2/1/2016
Mashantucket Western
  Pequot Tribe          MASHTU     6.5     13.25       7/1/2036
Overseas Shipholding
  Group Inc             OSG       8.75     93.45      12/1/2013
Patriot Coal Corp       PCX       3.25         2      5/31/2013
Powerwave
  Technologies Inc      PWAV     1.875      0.75     11/15/2024
Residential
  Capital LLC           RESCAP   6.875    35.875      6/30/2015
SLM Corp                SLMA     4.086     99.75     11/21/2013
Savient
  Pharmaceuticals Inc   SVNT      4.75         1       2/1/2018
School Specialty
  Inc/Old               SCHS      3.75    36.125     11/30/2026
Sorenson
  Communications Inc    SRNCOM    10.5        72       2/1/2015
Sorenson
  Communications Inc    SRNCOM    10.5        72       2/1/2015
THQ Inc                 THQI         5    25.688      8/15/2014
TMST Inc                THMR         8    16.125      5/15/2013
Terrestar Networks Inc  TSTR       6.5        10      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25         8      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU         15     27.25       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25       6.5      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU       10.5     8.875      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU         15      29.2       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25       8.5      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU       10.5     8.375      11/1/2016
Trico Marine
  Services Inc/
  United States         TRMA     8.125      3.93       2/1/2013
USEC Inc                USU          3      19.8      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS       8.75        31       2/1/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.375        44       8/1/2016
WCI Communities
  Inc/Old               WCI          4     0.375       8/5/2023
Western Express Inc     WSTEXP    12.5        62      4/15/2015
Western Express Inc     WSTEXP    12.5        62      4/15/2015




                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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