TCR_Public/140103.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, January 3, 2014, Vol. 18, No. 2

                            Headlines

3062 BRIGHTON: Case Summary & 9 Unsecured Creditors
ADAMIS PHARMACEUTICALS: Eses Ownership at 17.6% as of Dec. 18
ACTIVECARE INC: Issues 10.5MM Common Shares; Delays 2013 10-K
ADAMIS PHARMACEUTICALS: Completes Acquisition of Assets From 3M
ALLENS INC: Claims Bar Date Set for Feb. 17

AMERICAN PETROLEUM: S&P Puts 'B' CCR on CreditWatch Positive
APOLLO MEDICAL: Doubles Size of NNA Credit Facility to $4 Million
ASPEN GROUP: Grants Directors 100,000 5-Year Stock Options
ATLANTIC COAST: Intends to Sell Shares of Common Stock
BASIC ENERGY: Moody's Affirms B1 CFR & B2 Sr. Unsec. Note Rating

BIOVEST INTERNATIONAL: Expects Losses to Continue Until 2014
BIOZONE PHARMACEUTICALS: Issues 12.9 Million Common Shares
BONDS.COM GROUP: Thomas Thees Held 33.6% Equity Stake at Dec. 27
BONDS.COM GROUP: George O'Krepkie Held 29.1% Stake at Dec. 23
BONDS.COM GROUP: John Ryan Held 7.9% Equity Stake at Dec. 23

CAPABILITY RANCH: Gordon Silver Wants Case Converted to Chapter 7
CASA CASUARINA: Versace Mansion's Owner Files Full-Payment Plan
CENGAGE LEARNING: Syndicating $2-Bil. in Chapter 11 Exit Financing
CHAMAX LLC: Voluntary Chapter 11 Case Summary
CHRYSLER GROUP: Combination with Fiat Still Faces Hurdles

COMMUNITY WEST: Receives FRB Approval to Pay Preferred Dividends
DARLING INTERNATIONAL: Moody's Corrects Text of Dec. 10 Release
DETROIT, MI: Mediators Support Revised Swap Termination Approval
DUNN'S OUTDOORS: Case Summary & 20 Largest Unsecured Creditors
DYNASIL CORP: Sells Navigator Product Line to Dilon

EAST JEFFERSON: S&P Lowers Rating on $170 Million Bonds to 'BB+'
ECOSPHERE TECHNOLOGIES: Sells $1.7 Million Convertible Notes
EDISON MISSION: Feb. 17 Hearing to Confirm Joint Plan
ELBIT VISION: Amends 49.7 Million Shares Resale Prospectus
ELCOM HOTEL: Jan. 17 Hearing on Motion to Estimate Claims

ELEPHANT TALK: Receives Non-Compliance Notice From NYSE MKT
EVERGREEN INTERNATIONAL: Files Petition to Liquidate in Delaware
FANNIE MAE: Wells Fargo to Pay $591 Million to Resolve Claims
FISKER AUTOMOTIVE: Wanxing Joins with Creditors to Bid for Firm
FISKER AUTOMOTIVE: Founder, Ex-Directors Sued by Atlas over Loss

FLORIDA GAMING: Miami Jai-Alai Going Up for Auction on March 25
FREESEAS INC: Issues Additional 1.6MM Common Shares to Crede
FURNITURE BRANDS: Judge Okays $1-Mil. in Coverage for Ex-Execs
GASCO ENERGY: To Suspend All Reporting Obligations with SEC
GELT PROPERTIES: May Access Vist Bank Cash Collateral Thru Jan. 31

GOLDEN STATE: S&P Lowers Rating on $127.1MM Notes Due 2019 to 'B-'
GREEN FIELD ENERGY: Government Claims Bar Date Set for April 25
GREEN FIELD ENERGY: Bankruptcy Watchdog Objects to Bonuses
HARRISBURG, PA: Lawyer Sues City over Unpaid Bankruptcy Fees
HERTZ CORP: Amendments No Impact on Rental CAR ABS, Moody's Says

IKARIA ACQUISITION: Moody's Puts 'B2' CFR on Review for Downgrade
INFOR (US): S&P Assigns 'B+' Rating to $2.55BB Sr. Secured Loan
INTERNATIONAL LEASE: Moody's Corrects Dec. 16 Ratings Release
ISC8 INC: Incurs $28 Million Net Loss in Fiscal 2013
J.C. PENNEY: Martha Stewart Living, Macy's Settle Dispute

JAGUAR MINING: Wins Initial CCAA Stay; FTI Canada Named as Monitor
JAGUAR MINING: Plan Compromise Filed; Creditors Meeting on Jan. 28
JAGUAR MINING: Ontario Court Sets Jan. 22 as Claims Bar Date
KSL MEDIA: Media Buyer Converted to Chapter 7 with $32-Mil. Cash
KSL MEDIA: Province Okayed as Fin'l Advisor to Creditors' Panel

LIGHTSQUARED INC: Wins Court Approval of Latest Plan Outline
LOMBARD PUBLIC: S&P Lowers Rating on 2005B 2nd-Tier Bonds to 'CC'
LOMBARD PUBLIC: S&P Lowers Rating on 2005A-2 Bonds to 'CCC-'
LONGVIEW POWER: Seeks Exclusivity Extension to March 14
MAXWELL S. PFEIFER: Bronx Property to Be Sold at Jan. 15 Auction

MERCANTILE BANCORP: Exclusive Period Extension Sought
MF GLOBAL FINANCE: Proofs of Debt Due Jan. 24
MF GLOBAL OVERSEAS: Proofs of Debt Due Jan. 24
MILAGRO OIL: Defaults on Second-Lien Note Payment
MILAGRO OIL: S&P Lowers CCR to 'D' on Missed Interest Payment

MONTANA ELECTRIC: To Have Pivotal Hearing on Jan. 14
MONTREAL MAINE: Settles, Travelers Pays $3.8 Million
MOSS FAMILY: May Use Fifth Third's Cash Collateral Until Feb. 28
NATIONAL HOLDINGS: Swings to $1.5-Mil. Net Income in Fiscal 2013
NCR CORP: Moody's Corrects Text of Dec. 5 Release

NEW LIFE INT'L: Voluntary Chapter 11 Case Summary
NORTHERN TOOL: S&P Withdraws 'B+' CCR Following Debt Repayment
ORAGENICS INC: Randal Kirk Held 27.3% Equity Stake at Dec. 18
ORMET CORP: Sale of Excess Assets Approved
OVERLAND STORAGE: Cyrus Capital Held 20% Equity Stake at Dec. 19

PALM GARDENS MOBILE: Case Summary & 3 Unsecured Creditors
PERSONAL COMMUNICATIONS: Files Plan & Sets Jan. 27 Outline Hearing
PHYSIOTHERAPY HOLDINGS: Chapter 11 Plan Declared Effective
PHYSIOTHERAPY HOLDINGS: Alvarez & Marsal Okayed to Provide CRO
QIMONDA AG: U.S. Patents Protected in Foreign Insolvencies

RIVERBED TECHNOLOGY: S&P Withdraws 'BB' Corporate Credit Rating
SB PARTNERS: Had $296,000 Net Loss in Second Quarter
SCIENTIFIC LEARNING: Amends License Agreement With Posit
SHUANEY IRREVOCABLE: Court Dismisses Chapter 11 Case
SIMPLY WHEELZ: Arranges to Lease 750 Vehicles

SMILEY DENTAL: Inpatient Services Not Required for Ombudsman
SPENDSMART PAYMENTS: Amends Purchase Pact with SMS Masterminds
ST. FRANCIS HOSPITAL: Hearing on Asset Sale Set for Jan. 21
ST. FRANCIS HOSPITAL: Has Until Jan. 31 to File Schedules
ST. FRANCIS HOSPITAL: Can Hire BMC Group as Claims Agent

ST. FRANCIS HOSPITAL: Has Interim Approval to Pay Critical Vendors
T-L CONYERS: Can Use Cole Taylor's Cash Collateral Until Feb. 28
TRANS ENERGY: Unit Hikes Credit Facility by $7.5 Million
TRIGEANT LTD: U.S. Trustee Unable to Form Committee
TRIGEANT LTD: Files Schedules of Assets and Liabilities

TRIGEANT LTD: Gets Interim OK to Hire Berger Singerman
UNIFIED 2020: Court OKs Marshall Firm as Ch. 11 Trustee's Attorney
UPPER VALLEY: Case Summary & 20 Largest Unsecured Creditors
VIGGLE INC: Robert Sillerman Held 87.6% Equity Stake at Dec. 16
VIGGLE INC: DAG Ventures Held 9.2% Equity Stake at Dec. 16

VIGGLE INC: Frazier Technology Held 6.23% Stake at Dec. 16
VIGGLE INC: Accel IX Associates Held 6.3% Stake at Dec. 16
WARNER SPRINGS: Court Grants Full Approval to Lee Stegall Hiring
WESTMORELAND COAL: Moody's Puts Caa1 CFR on Review for Downgrade
WINDSOR PETROLEUM: S&P Lowers Rating on $239.1MM Notes to 'CCC-'

WOLF MOUNTAIN: Sec. 341 Creditors' Meeting Set for Jan. 15
WOLF MOUNTAIN: Schedules Filing Deadline Extended to Jan. 8
WPCS INTERNATIONAL: Releases Beta Version of BTX Trading Platform
WPCS INTERNATIONAL: CohnReznick Quits as Auditors
XZERES CORP: Sells 4.4 Million Common Shares

YELLOWSTONE CLUB: Co-Founder Found in Contempt of Proceedings
YSC INC: Jan. 17 Hearing on Further Use of Cash Collateral

* Equity Powers Under Attack Again in U.S. Supreme Court
* Lawmakers Cite Progress on Budget Near Deadline
* Standing Trustees Qualify as Federal Officers
* State Judgment Precludes Reexamination of Claim

* AMR, MF Global Show How Junk Makes, Loses Money
* Bank Failures in 2013 Cut in Half by Number and Size
* Cheap Financing Will Keep Bankruptcies Down in 2014

* Miami Loses Court Bid to End SEC Case Alleging Bond Fraud
* Mortgage Rates Show Slight Increase Heading into the End of Year
* Illinois Governor Signs Foreclosure Measure into Law
* Home Prices Back at Peaks in Some Areas

* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
               Augsburg, 1459-1525


                            *********


3062 BRIGHTON: Case Summary & 9 Unsecured Creditors
---------------------------------------------------
Debtor: 3062 Brighton 3rd Street, LLC
        25 Northway
        Bronxville, NY 10708

Case No.: 13-24114

Chapter 11 Petition Date: December 31, 2013

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

Judge: Hon. Robert D. Drain

Debtor's Counsel: William F. Costigan, Esq.
                  DORNBUSH SCHAEFFER STRONGIN & VENAGLIA, LLP
                  747 Third Avenue
                  New York, NY 10017
                  Tel: 212-759-3300
                  Fax: 212-753-7673
                  Email: costigan@dssvlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Frank Rosemberg, member.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/nysb13-24114.pdf


ADAMIS PHARMACEUTICALS: Eses Ownership at 17.6% as of Dec. 18
-------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Eses Holdings (FZE) and Ahmed Shayan Fazlur
Rahman disclosed that as of Dec. 18, 2013, they beneficially owned
1,741,973 shares of common stock of Adamis Pharmaceuticals
Corporation representing 17.6 percent of the shares outstanding.

A copy of the regulatory filing is available for free at:

                        http://is.gd/O2lXdD

                           About Adamis

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

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

The Company's balance sheet at Sept. 30, 2013, showed $3.52
million in total assets, $8.45 million in total liabilities and a
$4.93 million total stockholders' deficit.

                        Bankruptcy Warning

"Our management intends to address any shortfall of working
capital by attempting to secure additional funding through equity
or debt financings, sales or out-licensing of intellectual
property assets, seeking partnerships with other pharmaceutical
companies or third parties to co-develop and fund research and
development efforts, or similar transactions.  However, there can
be no assurance that we will be able to obtain any sources of
funding.  If we are unsuccessful in securing funding from any of
these sources, we will defer, reduce or eliminate certain planned
expenditures.  There is no assurance that any of the above options
will be implemented on a timely basis or that we will be able to
obtain additional financing on acceptable terms, if at all.  If
adequate funds are not available on acceptable terms, we could be
required to delay development or commercialization of some or all
of our products, to license to third parties the rights to
commercialize certain products that we would otherwise seek to
develop or commercialize internally, or to reduce resources
devoted to product development.  In addition, one or more
licensors of patents and intellectual property rights that we have
in-licensed could seek to terminate our license agreements, if our
lack of funding made us unable to comply with the provisions of
those agreements.  If we did not have sufficient funds to continue
operations, we could be required to seek bankruptcy protection or
other alternatives that could result in our stockholders losing
some or all of their investment in us.  Any failure to dispel any
continuing doubts about our ability to continue as a going concern
could adversely affect our ability to enter into collaborative
relationships with business partners, make it more difficult to
obtain required financing on favorable terms or at all, negatively
affect the market price of our common stock and could otherwise
have a material adverse effect on our business, financial
condition and results of operations," the Company said in its
quarterly report for the period ended Sept. 30, 2013.


ACTIVECARE INC: Issues 10.5MM Common Shares; Delays 2013 10-K
-------------------------------------------------------------
Between Nov. 20, 2013, and Dec. 11, 2013, ActiveCare, Inc.,
entered into agreements for the conversion of amounts owing under
certain loan agreements into restricted shares of the Company's
common stock.  In addition, the Company agreed to convert certain
shares of its issued and outstanding shares of its Preferred
Series C and Preferred Series D stock into shares of common stock.

The converted loan amounts were owed to ADP Management
Corporation, a Utah corportation controlled by David Derrick, the
Company's chief executive officer and Chairman of the Board of
Directors, to Bluestone Advisors LLC and Wynnman's Hill LLC, each
a Utah limited liability company under common control by Jeffrey
Peterson, the Company's V.P. of Finance, and to an unafiliated,
third-party lender.

Pursuant to the Loan Conversion Agreements, the Company issued a
total of 3,605,520 shares of common stock, as follows:

   * 213,334 shares to ADP, in consideration of the conversion of
     principal of $160,000;

   * 2,983,784 shares collectively to Bluestone and Wynnman in
     consideration of conversion of principal and interest in the
     amount of $1,785,500.  The Company also issued these entities
     a common stock purchase warrants for a total of 650,000
     Shares, exerciseable over five years at an exercise price of
     $1.10 per share;

   * 408,402 shares to the third-party lender in consideration of
     conversion of principal and interest totaling $306,301.

Pursuant to the Preferred Stock Conversion Agreements, certain
holders of the Company's Preferred Series C Shares and Preferred
Series D shares, were issued a total of 6,924,526 shares of common
stock as follows:

   * 672,000 shares of common stock upon conversion of 480,000
     shares of Series C Preferred;

   * 6,252,626 shares of commonstock upon conversion of 893,218
     shares of Series D Preferred.

                         Form 10-K Delayed

The Company filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the period ended
Sept. 30, 2013.  The Company said it needs additional time to
complete the presentation of its financial statements and the
analysis thereof.

                          About ActiveCare

South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products.  The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs.  The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers.  The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.

The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.

ActiveCare incurred a net loss of $12.36 million for the year
ended Sept. 30, 2012, compared with a net loss of $7.89 million
during the prior year.  The Company's balance sheet at June 30,
2013, showed $13.21 million in total assets, $20.33 million in
total liabilities and a $7.11 million total stockholders' deficit.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012, citing recurring
operating losses and an accumulated deficit which conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


ADAMIS PHARMACEUTICALS: Completes Acquisition of Assets From 3M
---------------------------------------------------------------
On Aug. 1, 2013, Adamis Pharmaceuticals Corporation entered into
an agreement to initially license and, with an additional closing
payment, fully acquire from 3M Company and 3M Innovative
Properties Company certain intellectual property and assets
relating to 3M's Taper Dry Powder Inhaler technology under
development for the treatment of asthma and chronic obstructive
pulmonary disease.  The intellectual property includes patents,
patent applications and other intellectual property relating to
the Taper assets.

Pursuant to the terms of the agreement, Adamis made an initial
non-refundable payment to 3M of $3 million and obtained an
exclusive worldwide license to the assets and intellectual
property in all indications in the dry powder inhalation field
through Dec. 31, 2013.  The agreement provided that upon a
subsequent closing payment by Adamis of an additional $7 million
before Dec. 31, 2013, and satisfaction of other customary closing
conditions, ownership of the assets and intellectual property
would be transferred to Adamis, with Adamis granting back to 3M a
license to the intellectual property assets outside of the dry
powder inhalation field.

At a closing held on Dec. 27, 2013, the Company made the
additional $7 million payment to 3M, and ownership of the assets
and intellectual property were transferred to the Company as
contemplated by the agreement.

As has previously been reported, on June 26, 2013, the Company
completed the closing of a private placement financing transaction
with a small number of accredited institutional investors.
Pursuant to a Subscription Agreement and other transaction
documents, the Company issued Secured Convertible Promissory Notes
and common stock purchase warrants to the Subscribers.  All
principal and any unpaid interest was due on Dec. 26, 2013, if the
Notes were not paid earlier as provided in the Notes.  The Notes
were convertible into shares of common stock at the discretion of
the Subscriber.  Also as has been previously reported, the
Subscribers amended the Notes and Purchase Agreement so that the
Notes were not convertible in connection with a registered
underwritten public offering resulting in at least $10 million of
gross proceeds to the Company completed on or before Dec. 26,2013,
if the price to the public of common stock sold in that Qualified
Offering was at or below $10.03 per share (giving effect to the
Company's recent 1-for-17 reverse stock split).  Under the terms
of the Notes, if the Company completed a Qualified Public Offering
on or before Dec. 26, 2013, and the Notes were not converted into
common stock, the Subscriber was entitled to receive an amount
equal to 115 percent of the outstanding principal amount and
interest, if any, of the Note.

As previously reported, the Company completed an underwritten
public offering, constituting a Qualified Offering, of 3,720,000
shares of common stock at a public offering price of $5.95 per
share, with gross proceeds to the Company of approximately
$22,134,000, pursuant to a registration statement filed with and
declared effective by the Securities and Exchange Commission.

As contemplated by the registration statement, the Company used
approximately $7.25 million of the proceeds from the offering to
pay in full all amounts owed under the Notes.  As a result, the
Notes are no longer outstanding.

                            About Adamis

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

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

The Company's balance sheet at Sept. 30, 2013, showed $3.52
million in total assets, $8.45 million in total liabilities and a
$4.93 million total stockholders' deficit.

                        Bankruptcy Warning

"Our management intends to address any shortfall of working
capital by attempting to secure additional funding through equity
or debt financings, sales or out-licensing of intellectual
property assets, seeking partnerships with other pharmaceutical
companies or third parties to co-develop and fund research and
development efforts, or similar transactions.  However, there can
be no assurance that we will be able to obtain any sources of
funding.  If we are unsuccessful in securing funding from any of
these sources, we will defer, reduce or eliminate certain planned
expenditures.  There is no assurance that any of the above options
will be implemented on a timely basis or that we will be able to
obtain additional financing on acceptable terms, if at all.  If
adequate funds are not available on acceptable terms, we could be
required to delay development or commercialization of some or all
of our products, to license to third parties the rights to
commercialize certain products that we would otherwise seek to
develop or commercialize internally, or to reduce resources
devoted to product development.  In addition, one or more
licensors of patents and intellectual property rights that we have
in-licensed could seek to terminate our license agreements, if our
lack of funding made us unable to comply with the provisions of
those agreements.  If we did not have sufficient funds to continue
operations, we could be required to seek bankruptcy protection or
other alternatives that could result in our stockholders losing
some or all of their investment in us.  Any failure to dispel any
continuing doubts about our ability to continue as a going concern
could adversely affect our ability to enter into collaborative
relationships with business partners, make it more difficult to
obtain required financing on favorable terms or at all, negatively
affect the market price of our common stock and could otherwise
have a material adverse effect on our business, financial
condition and results of operations," the Company said in its
quarterly report for the period ended Sept. 30, 2013.


ALLENS INC: Claims Bar Date Set for Feb. 17
-------------------------------------------
Creditors of Allens Inc. et al must file their proofs of claim not
later than Feb. 17, 2014 at 5:00 p.m.

The last date and time for governmental units to file proofs of
claim is April 28, 2014, at 5:00 p.m.

Counsel for the Debtors can be reached at:

         Stan D. Smith, Esq.
         Lance R. Miller, Esq.
         Chris A. McNulty, Esq.
         MITCHELL, WILLIAMS, SELIG, GATES & WOODYARD, P.L.L.C.
         425 West Capitol Avenue, Suite 1800
         Little Rock, AK 72201-3525
         Tel: (501) 688-8800
         Fax: (501) 688-8807

              - and -

         Nancy A. Mitchell, Esq.
         Maria J. DiConza, Esq.
         Matthew L. Hinker, Esq.
         GREENBERG TRAURIG, LLP
         200 Park Avenue
         New York, NY 10166
         Tel: (212) 801-9200
         Fax: (212) 801-6400


AMERICAN PETROLEUM: S&P Puts 'B' CCR on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on American
Petroleum Tankers Parent LLC (APT), including the 'B' corporate
credit rating, on CreditWatch with positive implications.

The CreditWatch placement follows the announcement that higher-
rated Kinder Morgan Energy Partners L.P. (BBB/Stable/A-2) plans to
acquire APT for $962 million.  "We expect that all of APT's rated
debt will be repaid as part of the transaction," said credit
analyst Lisa Jenkins.  The transaction is subject to the customary
regulatory approvals and is expected to close in early 2014.

The ratings on APT, a wholly owned subsidiary of American
Petroleum Tankers Holdings LLC, reflect its highly leveraged
financial profile and participation in the highly competitive and
capital-intensive shipping industry.  The ratings also reflect the
company's relatively small size in an industry where size is
important and its exposure to cyclical demand swings in certain
end markets.  APT's relatively stable revenues under fixed-rate,
long-term contracts--even when demand is weak--and competitive
barriers to entry under the Jones Act somewhat offset these
weaknesses.  Standard & Poor's categorizes APT's business risk
profile as "weak," its financial risk profile as "highly
leveraged," and its liquidity as "adequate" (as per S&P's
criteria).

S&P plans to resolve the CreditWatch placement after the
transaction closes.  At that time, S&P expects to withdraw all
ratings on the company if its rated debt is repaid, as expected.


APOLLO MEDICAL: Doubles Size of NNA Credit Facility to $4 Million
-----------------------------------------------------------------
Apollo Medical Holdings, Inc., entered into a First Amendment to
Credit Agreement with NNA of Nevada, Inc., as lender to amend
various provisions of its secured revolving credit facility with
the Lender, dated Oct. 15, 2013.  The amendments include
increasing the size of the facility from $2 million under the
Original Credit Agreement to $4 million under the Credit Agreement
and permitting the Company to pay or repay the Company's 10
percent Notes pursuant to settlement agreements with the holders
of the Notes.  The Company has drawn down the following amounts
under the Credit Agreement: $811,878 on Oct. 15, 2013; $500,000 on
Nov. 26, 2013; and $1,000,000 on Dec. 20, 2013, making a total
drawn down by the Company of $2,311,878 under the Credit Agreement
as of Dec. 20, 2013.

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

                         http://is.gd/OeEX8t

On Dec. 20, 2013, the Company entered into a Settlement Agreement
and Release with each of the holders of 10 percent Notes, some or
all of whom also hold other securities of the Company.  Under the
Settlement Agreements, the Company agreed to redeem for cash
and/or convert into shares of the Company's Common Stock the 10
percent Notes of the Holders, and the Holders released the Company
from all claims, excluding those arising from the Holders'
ownership of or transactions relating to any securities of the
Company other than the 10 percent Notes.  Under the Settlement
Agreements, in the aggregate, the Company redeemed and converted
$1,250,000 in original principal amount of the 10 percent Notes,
plus accrued interest thereon, for total cash payments of
$728,792, and total issuances of 8,812,362 shares of the Company's
Common Stock.

The Company issued 8,812,362 shares of its Common Stock on
conversion of specific 10 percent Notes of the Holders pursuant to
the Settlement Agreements.  The consideration received by the
Company for the Conversion Shares was the conversion of the
outstanding principal of and accrued interest on specific 10
percent Notes of the Holders as described on Exhibit A to the
First Amendment.

                        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.


ASPEN GROUP: Grants Directors 100,000 5-Year Stock Options
----------------------------------------------------------
Aspen Group, Inc., granted to each of its non-employee directors
100,000 five-year stock options exercisable at $0.17 per share.
The options vest in four equal annual increments over a four year
period with the first vesting date being Dec. 20, 2014, subject to
continued service as a director on each applicable vesting date.

                          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 Oct. 31, 2013, showed
$4.49 million in total assets, $5.45 million in total liabilities
and a $957,652 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.


ATLANTIC COAST: Intends to Sell Shares of Common Stock
------------------------------------------------------
Atlantic Coast Financial Corporation filed with the U.S.
Securities and Exchange Commission a Form S-1 registration
statement, as amended, relating to the offering of an undetermined
shares of 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 Oct. 15, 2013, the last reported sale
price for the Company's common stock was $3.78 per share.

The Company anticipates that certain of its directors and officers
will purchase shares in the offering.

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

                        http://is.gd/wWy1W7

                       About Atlantic Coast

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

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

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

McGladrey LLP, in Jacksonville, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations that have
adversely impacted capital at Atlantic Coast Bank.  The failure to
comply with the regulatory consent order may result in Atlantic
Coast Bank being deemed undercapitalized for purposes of the
consent order and additional corrective actions being imposed that
could adversely impact the Company's operations.  This raises
substantial doubt about the Company's ability to continue as a
going concern.


BASIC ENERGY: Moody's Affirms B1 CFR & B2 Sr. Unsec. Note Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Basic Energy Services, Inc.'s
B1 Corporate Family Rating (CFR), B2 senior unsecured note rating
and SGL-2 Speculative Grade Liquidity Rating. The rating outlook
remains stable.

"Softer than expected oilfield services industry conditions since
mid- 2012 have significantly raised Basic's financial leverage,
but gradually improving market conditions and management's focus
on managing the business within cash flow should improve the
company's leverage metrics in 2014," commented Sajjad Alam,
Moody's Analyst. "Basic's adjusted debt/EBTIDA was 4x at September
30, 2013, which we consider high for the B1 CFR level given the
company's scale and volatile operating environment. Any increase
in leverage in 2014 will likely lead to a negative outlook."

Issuer: Basic Energy Services, Inc.

Affirm:

     Corporate Family Rating, Affirm B1

     Probability of Default Rating, Affirm B1-PD

     Senior Unsecured Regular Bond/Debenture, Affirm B2
     (LGD4, 61%)

     Speculative Grade Liquidity Rating, Affirm SGL-2

Outlook Action:

     Maintain Stable Outlook

RATINGS RATIONALE

The B1 CFR reflects Basic's scale, its broad suite of well site
service offerings, a diversified customer base, and its market
position as a mid-size player in the fragmented oilfield services
industry. Notwithstanding its concentration in the Permian Basin,
the company has a wider geographic presence compared to smaller,
regional competitors and continues to augment its footprint
through organic initiatives and tuck-in acquisitions in active
liquids-rich drilling basins. The rating is negatively affected by
Basic's elevated leverage in recent quarters, relatively small
tangible asset base, the inherent volatility in its revenues and
cash flows because of the highly cyclical demand for oilfield
services, and the company's acquisitive nature.

Basic should have good liquidity through 2014, which is captured
in the SGL-2 rating. The company plans to cover its capex and
acquisition expenditures with operating cash flow in the coming
quarters. At September 30, 2013, Basic had $100 million in cash
and cash equivalents and $212 million of revolver availability.
The company pro-actively amended the financial covenants in its
credit agreement in August 2013 that should provide sufficient
covenant cushion throughout 2014. However, a sharp deterioration
in pricing or equipment utilization could require further
negotiations with the banks.

The stable outlook assumes Basic's leverage will trend down over
the next several quarters. A downgrade could result if the company
is unable to sustain leverage below 4x. An upgrade would depend on
improved scale and breadth of Basic's service offerings, greater
geographic diversity and its ability to sustain debt to EBITDA
below 2.5x.

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

Headquartered in Fort Worth, Texas, Basic Energy Services, Inc. is
a provider of onshore well site services to upstream oil and gas
companies in the United States.


BIOVEST INTERNATIONAL: Expects Losses to Continue Until 2014
------------------------------------------------------------
Biovest International, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $1.47 million on $1.50 million of total revenue for
the period from July 1 through Sept. 30, 2013.  For the period
from Oct. 1, 2012, through June 30, 2013, the Company reported net
income of $2.53 million on $2.55 million of total revenue.  The
Company incurred a net loss of $11.75 million on $3.88 million of
total revenue for the year ended Sept. 30, 2012.

As of Sept. 30, 2013, the Company had $43.62 million in total
assets, $1.65 million in total liabilities and $41.97 million in
total stockholders' equity.

Cherry Bekaert LLP, in Tampa, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2013.  The independent auditors noted that
the Company incurred cumulative net losses since inception of
approximately $172 million.  Furthermore, the Company expects to
continue to incur net losses through at least fiscal year 2014 and
has limited working capital at Sept. 30, 2013.  These factors,
among others, raise substantial doubt about the Company's ability
to continue as a going concern.

                             Liquidity

"The Successor Company emerged from reorganization in July 2013
and continues to operate as a going concern.  At September 30,
2013, Biovest had cash of $0.7 million and working capital of $0.9
million.  As of September 30, 2013, the Company has approximately
$0.7 million available under the DIP Financing.  On December 16,
2013, the Company entered into a Secured Promissory Note with our
Senior Secured Lenders in a maximum principal amount of $3.5
million having a five year maturity.  Interest accrues at twelve
percent per annum on the outstanding principal amount and is
payable on the maturity of the note unless previously prepaid.
The Company intends to draw down upon the note as and when needed
to fund the Company's operations and commercialization efforts.
The DIP Financing and the Secured Promissory Note are anticipated
to fund the Company's operations and commercialization efforts
through the earlier of (a) obtaining significant additional
external funding and (b) May, 2014.

"Through September 30, 2013 the Company has been primarily engaged
in developing BiovaxID.  In the course of these activities,
Biovest has sustained losses and expects such losses to continue
through at least 2014.  The Company's ability to fund the
additional confirmatory Phase 3 clinical trial required for FDA
approval and to continue its detailed analyses of BiovaxID's
clinical trial results is dependent on the Company's ability to
obtain significant additional external funding in the near term,
which raises substantial doubt about the Company's ability to
continue as a going concern.  Additional sources of funding have
not been established; however, additional financing is currently
being sought by the Company through strategic collaborations,
recognized research funding programs, domestic and/or foreign
licensing of the Company's product candidates and future potential
issuances of debt or equity securities.  If adequate funds are not
available from the foregoing sources in the immediate term, or if
the Company determines it to otherwise be in the Company's best
interest, the Company may be required to delay, reduce the scope
of, or eliminate one or more of its research or development
programs or curtail some or all of its commercialization efforts.

"During fiscal 2013, Biovest financed its operations primarily
through secured promissory notes issued to the Senior Secured
Lenders."

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

                         http://is.gd/k92jsk

                     About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an
emerging leader in the field of active personalized
immunotherapies.  In collaboration with the National Cancer
Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxID(R), with three clinical trials completed,
including a Phase III study, demonstrating evidence of safety and
efficacy for the treatment of indolent follicular non-Hodgkin's
lymphoma.

Headquartered in Tampa, Florida, with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB(TM) Market with the stock-ticker symbol
"BVTI", and is a majority-owned subsidiary of Accentia
Biopharmaceuticals, Inc. (OTCQB: "ABPI").

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 08-17796) on
Nov. 10, 2008.  Biovest emerged from Chapter 11 protection, and
its reorganization plan became effective, on Nov. 17, 2010.

Biovest International Inc., filed a petition for Chapter 11
reorganization (Bankr. M.D. Fla. Case No. 13-02892) on March 6,
2013, in Tampa, Florida.  The new bankruptcy case was accompanied
by a proposed reorganization plan supported by secured lenders
owed about $38.5 million.  Total debt is $44.9 million, with
assets listed in a court filing as being valued at $4.7 million.
About $5.4 million is owing to unsecured creditors, according to a
court paper.

On June 28, 2013, the Bankruptcy Court entered an Order Confirming
the Debtor's First Amended Plan of Reorganization Under Chapter 11
of the Bankruptcy Code, which approved and confirmed the Plan.
The occurrence of the Plan's Effective Date was subject to
satisfaction or waiver of certain conditions precedent including
no modification or stay of the Confirmation Order or entry of
other court order prohibiting the consummation of the transactions
contemplated by the Plan, and all other actions and documents
necessary to implement the Plan will have been effected or
executed.  Each of the foregoing conditions to the effectiveness
of the Plan were satisfied or waived, and the Effective Date
occurred on July 9, 2013.

Biovest applied fresh start accounting on July 1, 2013,
("Convenience Date") after concluding that the operating results
between the Convenience Date and the Effective Date did not result
in a material difference.  Given that the reorganization and
adoption of fresh-start accounting resulted in a new entity for
financial reporting purposes, Biovest is referred to as the
"Predecessor Company" for all periods preceding the Convenience
Date, and the "Successor Company" for all periods subsequent to
the Convenience Date.


BIOZONE PHARMACEUTICALS: Issues 12.9 Million Common Shares
----------------------------------------------------------
Biozone Pharmaceuticals, Inc., issued 12,946,891 shares of common
stock to six noteholders upon conversion of notes from $0.10 to
$0.20 per share.  As a result, all amounts due and outstanding
under these notes have been satisfied.

The securities were issued in reliance upon the exemption provided
by Section 3(a)(9) under the Securities Act of 1933.

                    About Biozone Pharmaceuticals

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

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

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

Biozone incurred a net loss of $7.96 million in 2012, as compared
with a net loss of $5.45 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $7.59 million in total assets,
$18.05 million in total liabilities and a $10.45 million total
shareholders' deficiency.

Paritz and Company. P.A., in Hackensack, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred operating losses for
its last two fiscal years, has a working capital deficiency of
$5,255,220, and an accumulated deficit of $14,128,079.  These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.


BONDS.COM GROUP: Thomas Thees Held 33.6% Equity Stake at Dec. 27
----------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Thomas M. Thees disclosed that as of
Dec. 27, 2013, he beneficially owned 121,875 shares of common
stock of Bonds.com Group, Inc., representing 33.61 percent of the
shares outstanding.

On May 10, 2012, the Company granted to Mr. Thees a non-qualified
stock option for the purchase of 195,000 shares of Common Stock at
an exercise price of $36.00 per share, of which 121,875 shares
have vested.  The remaining 73,125 shares of Common Stock are not
exercisable within 60 days from Dec. 27, 2013, and those remaining
shares will continue to vest on a quarterly basis over a period of
three years that began on June 1, 2012.  The non-qualified stock
options expire on May 10, 2019.

A copy of the regulatory filing is available for free at:

                        http://is.gd/0zi49B

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

Bonds.com Group disclosed a net loss of $6.98 million in 2012 as
compared with a net loss of $14.45 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $6.05 million in total
assets, $4.09 million in total liabilities and $1.95 million in
total stockholders' equity.

EisnerAmper LLP, in New york, 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 a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


BONDS.COM GROUP: George O'Krepkie Held 29.1% Stake at Dec. 23
-------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, George O'Krepkie, Jr., disclosed that as of
Dec. 23, 2013, he beneficially owned 99,887 shares of common stock
of Bonds.com Group, Inc., representing 29.09 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/5BO2j9

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

Bonds.com Group disclosed a net loss of $6.98 million in 2012, as
compared with a net loss of $14.45 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $6.05 million in total
assets, $4.09 million in total liabilities and $1.95 million in
total stockholders' equity.

EisnerAmper LLP, in New york, 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 a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


BONDS.COM GROUP: John Ryan Held 7.9% Equity Stake at Dec. 23
------------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, John Ryan disclosed that as of Dec. 23, 2013, he
beneficially owned 21,018 shares of common stock of Bonds.com
Group, Inc., representing 7.97 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                        http://is.gd/Yb9eaH

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

Bonds.com Group disclosed a net loss of $6.98 million in 2012, as
compared with a net loss of $14.45 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $6.05 million in total
assets, $4.09 million in total liabilities and $1.95 million in
total stockholders' equity.

EisnerAmper LLP, in New york, 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 a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


CAPABILITY RANCH: Gordon Silver Wants Case Converted to Chapter 7
-----------------------------------------------------------------
Gordon Silver, former attorneys in the Chapter 11 case of
Capability Ranch, LLC -- as well as an administrative creditor of
the Debtor -- asks the U.S. Bankruptcy Court for the District of
Nevada to convert the Debtor's Chapter 11 case to a case under
Chapter 7 pursuant to Section 1112(b) of the Bankruptcy Code.

According to Gordon Silver, the court entered its order on
September 17, 2013, approving its second and final fee application
for the allowance of compensation for the firm's professional
services rendered and reimbursement of expenses.  On September 27,
2013, the court entered its order confirming the Debtor's First
Amended Plan of Reorganization.

Gordon Silver tells the Court that to the extent its fees were not
required to be paid immediately under the Final Fee Order, the
fees were required to be paid on the Effective Date of the Plan
under Section 2.2(i) of the Plan, which was October 11, 2013.

However, notwithstanding the clear directives of the Final Fee
Order, the Plan, and the Confirmation Order, the Debtor refused by
pay Gordon Silver's Allowed Administrative Claim. Moreover, the
Debtor has twice been denied a stay and the deadline to pay has
long passed.

The Debtor's failure to pay Gordon Silver's fees pursuant to the
Final Fee Order and confirmed Plan constitutes cause for
conversion, and pursuant to 11 U.S.C. 1112(b)(1), the Court must
convert this case, Gordon Silver asserts.

A hearing on the matter is set for January 14, 2014, at 10:30 a.m.

The Debtor's former attorneys may be reached at:

   Gerald M. Gordon, Esq.
   Thomas H. Fell, Esq.
   Gabrielle A. Hamm, Esq.
   GORDON SILVER
   3960 Howard Hughes Pkwy., 9th Floor
   Las Vegas, NV 89169
   Telephone (702) 796-5555
   Facsimile (702) 369-2666
   E-mail: ggordon@gordonsilver.com
           tfell@gordonsilver.com
           ghamm@gordonsilver.com

                     About Capability Ranch

Las Vegas-based Capability Ranch, LLC, fdba Monroe Property
Company, LLC, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case
No. 12-21121) on Sept. 21, 2012.

Bankruptcy Judge Bruce A. Markell originally oversaw the case.
The Hon. Laurel E. Davis later assumed the case.  David A. Colvin,
Esq., at Marquis Aurbach Coffing, represents the Debtor as
counsel.

Capability Ranch disclosed $50,253,785 in assets and $88,476,018
in liabilities as of Chapter 11 filing.  The Debtor said it owns
property on 40060 Paws Up Road in Greenough, Montana.  The
property is a 37,000-acre luxury Montana ranch and Montana resort.
According to http://www.pawsup.com/,The Resort at Paws Up has 28
luxury  vacation homes and 24 luxury camping tents.  The resort
offers horseback riding, fly fishing, and spa treatments.


CASA CASUARINA: Versace Mansion's Owner Files Full-Payment Plan
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that owners of the former Versace Mansion on Ocean Drive
in Miami Beach, Florida, sold the property in October and filed a
liquidating Chapter 11 plan designed for full payment to remaining
creditors.

According to the report, owners of Jordache Enterprises Inc. paid
$41.5 million for the property.  The sale left more than
$5.5 million after secured claims were paid.

Of the remaining claims slightly in excess of $11 million, $10
million is the claim by the entity that operated the property
before bankruptcy.  The mansion's owners say the claim is
completely invalid because the operator violated its lease and
failed to pay $1.35 million in real estate taxes.

The disclosure statement explaining the plan, filed on Dec. 27,
says that all creditors will be paid in full so long as the former
operator's claim is reduced to no more than $3.5 million.

The buyer, VM South Beach LLC, had acquired a $34.5 million
secured claim and paid most of the purchase price by surrendering
the mortgage debt.  VM includes the Nakash family, which owns the
Hotel Victor next door.

The home was owned by fashion designer Gianni Versace, who was
murdered on the doorstep in 1997.  Built in 1930, the mansion was
designed to resemble Christopher Columbus' home in Genoa.

The current owner, Casa Casuariana LLC, filed for Chapter 11
protection on July 1 in Miami. Until his Ponzi scheme fell apart
in 2009, Scott Rothstein had controlled the company that owned the
property.

The property's owner filed formal lists showing a value of $75
million. Total debt was previously listed as being $31.6 million,
including a secured claim of $30.4 million.

                       About Casa Casuarina

Casa Casuarina, LLC, owner of Gianni Versace's former South Beach
mansion on Ocean Drive in Miami Beach, Florida, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 13-25645) in Miami on July 1,
2013.  Peter Loftin signed the petition as manager.  Judge Laurel
M. Isicoff presides over the case.  The Debtor estimated assets of
at least $50 million and debts of at least $10 million.  Joe M.
Grant, Esq., at Marwill Socarras Grant, P.L., serves as the
Debtor's counsel.

Until his Ponzi scheme fell apart in 2009, Scott Rothstein had
controlled the company that owned the property.  Herbert Stettin
is the Chapter 11 trustee for Rothstein's law firm Rothstein
Rosenfeldt Adler PA, which has been in Chapter 11 liquidation
since November 2009.

Before Casa Casuarina filed for bankruptcy, Mr. Stettin had
reached agreement to settle his claim to partial ownership.

In its schedules, the Debtor disclosed $79,005,976.66 in total
assets and $32,506,799.29 in total liabilities as of the Petition
Date.


CENGAGE LEARNING: Syndicating $2-Bil. in Chapter 11 Exit Financing
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that while creditors of Cengage Learning Inc. are voting
on the reorganization plan, the college textbook publisher is
putting together financing to exit Chapter 11 in March.

According to the report, Cengage arranged a Jan. 9 hearing for
approval of fees to lenders syndicating a $250 million revolving
credit and a $1.5 billion to $1.75 billion term loan. The
arrangers are to use "reasonable efforts" in syndicating the
loans.

If the combination of a revolving credit and term loan doesn't
work, Cengage will look to finance an exit from bankruptcy with a
combination of term loans and secured notes.

The Chapter 11 plan is up for approval at a Feb. 24 confirmation
hearing in U.S. Bankruptcy Court in Brooklyn. The recovery by
unsecured creditors depends on whether first-lien lenders' have
valid security interests in $273.9 million in a money-market
account and on 15,500 copyrights.

The plan would reduce debt for borrowed money by $4.3 billion.
Assuming their liens are valid, senior secured creditors will take
the new equity and a $1.5 billion term loan.

                       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.


CHAMAX LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Chamax, LLC
        14550 58th St. North
        Clearwater, FL 33760

Case No.: 13-16906

Chapter 11 Petition Date: December 31, 2013

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Harley E Riedel, Esq.
                  STICHTER RIEDEL BLAIN & PROSSER
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Email: hriedel.ecf@srbp.com

                     - and -

                  Edward J. Peterson, III, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, PA
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229- 0144
                  Fax: (813) 229-1811
                  Email: epeterson@srbp.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Tom R. Chapman, manager.

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


CHRYSLER GROUP: Combination with Fiat Still Faces Hurdles
---------------------------------------------------------
David Pearson, writing for The Wall Street Journal, reported that
Fiat SpA Chief Executive Sergio Marchionne won a decisive victory
in his campaign to keep Chrysler from being prodded into an
unwanted public offering. Now, the deal-master must prove he can
forge two weak auto makers into one strong global player.

According to the report, investors cheered the Canadian-Italian
executive's New Year's Day deal to acquire a minority
shareholder's 41.5% of Chrysler Group LLC for $4.35 billion,
lifting Fiat's shares 16%. The surge reflected relief that the
price Mr. Marchionne agreed to pay a United Auto Workers union
health care trust for its Chrysler stake was less than the $5
billion many had expected.

With the UAW trust out of the way, Mr. Marchionne can push ahead
with a multiyear plan to fuse the engineering, production and
sales machinery of the two companies into the seventh largest
global vehicle maker, the report related.

Mr. Marchionne has significant work to do before a combined
Chrysler-Fiat can take full advantage of its new heft, the report
said.  Rivals will afford him little breathing room. Germany's
Volkswagen AG recently outlined plans to spend EUR84 billion ($115
billion) over the next five years on new models and technology.

"Clearly they need each other for scale," says Jeff Schuster,
senior vice president of forecasting at researcher LMC Automotive,
the report further related. "The challenge is going to be that
further integration. It isn't something that's going to be
immediate."

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.

                           *     *     *

Chrysler has a 'B1' corporate family rating from Moody's.  Moody's
upgraded the rating from 'B2' to 'B1' in February 2013.  In May
2013, Standard & Poor's Ratings Services affirmed its ratings,
including the 'B+' corporate credit rating, on Chrysler Group.  At
the same time, S&P revised its outlook to positive from stable.


COMMUNITY WEST: Receives FRB Approval to Pay Preferred Dividends
----------------------------------------------------------------
Community West Bancshares, parent company of Community West Bank,
reported that the Federal Reserve Board approved its request for
permission to pay outstanding, cumulative dividends on the
Company's Series A Preferred Stock, which were deferred from
May 15, 2012, through Nov. 15, 2013.  The $1.4 million in deferred
dividend payments were accrued when due and were deducted from
capital.  The payment is expected to be remitted in January 2014.
At Sept. 30, 2013, Community West's unaudited capital ratios were
17.62 percent for Total risk-based capital and 12.10 percent for
Tier 1 leverage capital.

On Oct. 24, 2013, Community West reported net income increased to
$2.6 million in the third quarter of 2013 (3Q13) compared to $2.1
million in the second quarter of 2013 (2Q13) and $613,000 in the
third quarter a year ago (3Q12).  In the first nine months of the
year, Community West earned $5.9 million compared to $841,000 in
the first nine months of 2012.

                        About Community West

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

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

                         Regulatory Actions

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

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

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

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

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


DARLING INTERNATIONAL: Moody's Corrects Text of Dec. 10 Release
---------------------------------------------------------------
Moody's Investors Service corrected text to its December 10, 2013
ratings release captioned "Moody's Downgrades Darling's CFR to Ba2
on Weakened Credit Metrics Pro Forma for Vion Acquisition
Global Credit Research."

In the debt list, the "$250 million senior unsecured notes due
2018 at Ba2 (LGD 5, 77%)" was changed to the "$250 million senior
secured notes due 2018 at Ba2 (LGD 5, 77%)".


DETROIT, MI: Mediators Support Revised Swap Termination Approval
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Detroit won the support of two federal judges who are
recommending that a third judge approve a revised settlement where
the city will pay $165 million rather than $230 million to
terminate a swap agreement.

According to the report, originally, the city was to borrow $350
million to pay of the swap, using the remainder for infrastructure
improvements. Midway through a hearing for approval of the loan
and swap payoff, U.S. Bankruptcy Judge Steven Rhodes suspended the
hearing and sent the parties to mediation.

The chief mediator is U.S. District Judge Gerald Rosen from
Detroit, assisted by U.S. Bankruptcy Judge Elizabeth L. Perris
from Portland, Oregon. Together, they filed a court paper on
Dec. 30 recommending that Rhodes approve the settlement allowing
Detroit to invest $120 million in infrastructure while reducing a
loan from $350 million to $285 million.

Judge Rosen summoned Detroit, bond insurers and bondholders to
continued mediation sessions on Jan. 6 and Jan. 7 in New York.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DUNN'S OUTDOORS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Dunn's Outdoors, LLC
        3445 Park Ave
        Paducah, KY 42001

Case No.: 13-50976

Chapter 11 Petition Date: December 31, 2013

Court: United States Bankruptcy Court
       Western District of Kentucky (Paducah)

Judge: Hon. Thomas H. Fulton

Debtor's Counsel: Samuel J. Wright, Esq.
                  FARMER & WRIGHT, PLLC
                  4975 Alben Barkley Drive, Suite 1
                  Paducah, KY 42001
                  Tel: 270-443-4431
                  Fax: 270-443-4631
                  Email: sam@farmerwright.com

Total Assets: $1.15 million

Total Liabilities: $1.77 million

The petition was signed by Benji Stringer, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/kywb13-50976.pdf


DYNASIL CORP: Sells Navigator Product Line to Dilon
---------------------------------------------------
Dynasil Corporation of America sold the assets of its Navigator
Gamma Medical Probe product line to Dilon Technologies, Inc., of
Newport News, Virginia.

This transaction is a step in the previously announced strategy to
restructure the Company to improve liquidity and pay down bank
debt.  The consummation of this divestiture resulted in a payment
to Santander Bank, N.A., the Company's primary lender, of
approximately $2.75 million, which reduced the balance of the
Company's outstanding indebtedness to Santander to approximately
$2.4 million.  As previously reported, at Sept. 30, 2012, the
Company's indebtedness to Santander was approximately $9
million, a reduction of $6.6 million over the past 15 months.  The
Company also has a subordinated $3 million note to Massachusetts
Capital Resource Corporation which is not yet due.

"We are pleased to announce the completion of this divestiture,
which marks a key step in our strategy to reduce debt and
operational expenses and return Dynasil to positive EBITDA and
profitability," said Peter Sulick, Chairman and CEO of Dynasil.
"Combined with the sale of the XRF assets, this divestiture has
allowed us to substantially reduce our outstanding bank debt
balance.  At the present time, we do not foresee further asset
sales.  We expect to amortize our bank debt in accordance with our
standard amortization schedule, which should result in the primary
bank debt being completely paid off over the next 15 months."

"We expect the combination of these divestitures, selective
expense reductions, the spinoff of our tissue sealant technology
and improvements in operational performance of our remaining
businesses will result in a significant turnaround in the
company's results.  The past 18 months have been difficult but
constructive," continued Mr. Sulick.  "While we have had to
write off a substantial amount of intangible assets incurred in a
prior acquisition and sell off the associated product lines, we
have not missed a single bank payment to our primary lender and
have more cash today than a year ago.  Our research division
weathered the government shutdown without a furlough and continues
to have a substantial backlog of project work across a broad range
of scientific fields.  We are excited about the prospects of our
optics group which has been experiencing an uptake in business
over the past 18 months as a result of both new product
development and an investment in sales management. "

                            About Dynasil

Watertown, Mass.-based Dynasil Corporation of America (NASDAQ:
DYSL) -- http://www.dynasil.com/-- develops and manufactures
detection and analysis technology, precision instruments and
optical components for the homeland security, medical and
industrial markets.

As of Sept. 30, 2013, the Dynasil had $26.67 million in total
assets, $16.03 million in total liabilities and $10.64 million in
total stockholders' equity.  The Company incurred a net loss of
$8.72 million for the year ended Sept. 30, 2013, as compared with
a net loss of $4.30 million for the year ended Sept. 30, 2012.

                Going Concern/Bankruptcy Warning

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2013.  The independent auditors noted that
the Company is in default with the financial covenants set forth
in the terms of its outstanding loan agreements (and may enter
into a forbearance arrangement with its lenders) and has sustained
substantial losses from operations for the years ended Sept. 30,
2013 and 2012.  These factors, among others, raise substantial
doubt about the Company's ability to continue as a going concern.

"If our lenders were to accelerate our debt payments, our assets
may not be sufficient to fully repay the debt and we may not be
able to obtain capital from other sources at favorable terms or at
all.  If additional funding is required, this funding may not be
available on favorable terms, if at all, or without potentially
very substantial dilution to our stockholders.  If we do not raise
the necessary funds, we may need to curtail or cease our
operations, sell certain assets and/or file for bankruptcy, which
would have a material adverse effect on our financial condition
and results of operations," the Company said in its annual report
for the year ended Sept. 30, 2013.


EAST JEFFERSON: S&P Lowers Rating on $170 Million Bonds to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term rating to 'BB+' from 'BBB-' on Jefferson Parish Hospital
Service District No. 2, La.'s $170 million series 2011 hospital
revenue and refunding bonds, issued for the district doing
business as East Jefferson General Hospital (EJGH).  The 'BB+'
rating is based on S&P's view of EJGH's group credit profile and
"core" status.  Accordingly, Standard & Poor's rates the bonds at
the same level as the group credit profile.  The outlook is
negative.

"The rating revision and negative outlook reflect our view of
EJGH's ongoing financial operating and bottom-line losses," said
Standard & Poor's credit analyst Ken Rodgers, "along with its
market share loss to a nearby and relatively new free-standing
physician-owned surgical center and its declining liquidity and
onerous payer mix."  In addition, S&P understands the district is
actively pursuing a third partner for the hospital, after having
formed a third service district to forge a limited relationship
with West Jefferson Medical Center in 2009.  Also, S&P understands
EJGH's COO has assumed the responsibilities of the CFO since the
prior CFO left the organization earlier this year.

"The negative outlook reflects our view that there is at least a
one-third chance that over the next year, EJGH's rating could fall
further," said Mr. Rodgers, "as it faces increasing competition
and a more difficult business environment as national health
reform is implemented."  An onerous payer mix highly dependent on
governmental payers for adequate reimbursement is another
difficult issue.  In addition, while EJGH seeks to forge a new
business relationship with a third provider in the market, S&P
believes it remains vulnerable to market perception created, in
part, by local media which management indicates hasn't been
favorable.

"We could lower the rating if EJGH experiences declining patient
admissions, continues to post financial losses, experiences
unanticipated project delays or liquidity declines," added
Mr. Rodgers, "or if debt service coverage (DSC) falls below 1.5x
or debt leverage increases significantly."  S&P would consider
returning the outlook to stable on EJGH demonstrating it can
achieve and sustain a positive admissions trend and operate
profitably, thereby producing stronger DSC and liquidity growth,
assuming debt leverage remains moderate.


ECOSPHERE TECHNOLOGIES: Sells $1.7 Million Convertible Notes
------------------------------------------------------------
From December 18 through Dec. 23, 2013, Ecosphere Technologies,
Inc., sold $1,700,000 of convertible notes to four institutional
investors and three individual investors including a director of
the Company.  The Notes: (i) are convertible at $0.30 per share,
(ii) are due two years from the investment date, and (iii) pay 10
percent interest per annum on the earlier of (x) the maturity date
or (y) conversion.  Additionally, the Company issued the investors
a total of 11,333,328 five-year warrants exercisable at $0.35 per
share.  In connection with the investment, the Company agreed to
register the shares of common stock underlying the Notes and
warrants.

                   About Ecosphere Technologies

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

Ecosphere disclosed net income of $1.05 million on $31.13 million
of total revenues for the year ended Dec. 31, 2012, as compared
with a net loss of $5.86 million on $21.08 million of total
revenues for the year ended Dec. 31, 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $21.95 million in total assets,
$2.35 million in total liabilities, $3.69 million in redeemable
convertible cumulative preferred stock, and $15.90 million in
equity.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has seen a recent significant decline in its
working capital primarily relating to delays in receiving
additional purchase orders and related funding from a significant
customer.  This matter raises substantial doubt about the
Company's ability to continue as a going concern.


EDISON MISSION: Feb. 17 Hearing to Confirm Joint Plan
-----------------------------------------------------
Edison Mission Energy, et al., filed on Dec. 18, 2013, a revised
proposed Disclosure Statement order approving the Second Amended
Disclosure Statement for the Joint Plan of Reorganization dated
Dec. 17, 2013.

The Debtors proposed these dates in connection with the
confirmation of the Plan.

   Voting/Plan Objection Deadline:            Jan. 29, at 5 p.m.

   Confirmation Hearing:                      Feb. 17.

The Troubled Company Reporter on Dec. 23, 2013, reported about the
Court's approval of the Debtors' Disclosure Statement.  The Plan
provides for the sale of substantially all of EME's assets,
including its direct and indirect equity interests in the Debtor
Subsidiaries and the Non-Debtor Subsidiaries to NRG Energy
Holdings Inc., a subsidiary of NRG Energy, Inc., for $2.635
billion (comprised of $2.285 million payable in cash and $350
million payable in Parent Common Stock) to be distributed by the
Debtors in accordance with the Plan and assume certain liabilities
of the Debtors, including the leveraged leases for Debtor Midwest
Generation, LLC's Powerton and Joliet facilities. The Debtors, the
Purchaser Parties, the Committee, the Supporting Noteholders, and
the PoJo Parties entered into the Plan Sponsor Agreement, which
was approved by the Bankruptcy Court on October 24, 2013, to
implement the NRG Transaction pursuant to the Plan.

The Plan will effectuate the NRG Transaction, and contemplates the
following distributions to Holders of Claims and Interests, among
other recoveries: Holders of Allowed Other Priority Claims against
EME and Allowed Other Priority Claims against Debtor Subsidiaries
shall receive payment in full, in Cash; Holders of Allowed Secured
Claims against EME, Allowed Secured Claims against Debtor
Subsidiaries, and Allowed Secured Claims against Homer City
Debtors shall receive (a) payment in full, in Cash, or (b) such
other treatment such that the Holder shall be rendered Unimpaired;
Holders of Allowed General Unsecured Claims against Debtor
Subsidiaries shall receive payment of principal in full in Cash;
Holders of Allowed General Unsecured Claims against EME (Assumed
Liabilities), Allowed General Unsecured Claims against EME (Not
Assumed Liabilities), and Allowed Joint-Liability General
Unsecured Claims shall receive (a) a Pro Rata distribution of the
Net Sale Proceeds, and (b) a Pro Rata distribution of the New
Interests; and Holders of Allowed Claims against the Homer City
Debtors shall be paid in absolute priority from the Homer City
Wind Down Proceeds for the applicable Homer City Debtor.

A copy of the 2nd Amended Disclosure Statement is available for
free at:

     http://bankrupt.com/misc/EDISONMISSION2ds.pdf

Pursuant to the Disclosure Statement Approval order, to the extent
not withdrawn, settled, or otherwise resolved, any objections to
the approval of the Disclosure Statement are overruled.

The Debtors received seven objections to the Disclosure Statement.
Objections were filed, among others, by (i) Environmental Law and
Policy Center; (ii) Edison International; (iii) Homer City
Generation, L.P.; (iv) the California Department of Water
Resources; and (v) creditors, co-owners, and parties-in-interest
Chevron Kern River Company and Chevron Sycamore Cogeneration
Company.

The Debtors filed an omnibus reply to objections.  A copy of the
omnibus reply is available for free at:

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

                      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 VISION: Amends 49.7 Million Shares Resale Prospectus
----------------------------------------------------------
Elbit Vision Systems Ltd. amended its Form F-1 registration
statement relating to the resale, from time to time, by Sam Cohen,
Yaron Menashe and Avi Gross, of up to an aggregate of 49,764,670
ordinary shares previously issued or that may be issued upon the
exercise of a warrant granted to Avi Gross under the Securities
Purchase Agreement, dated Dec. 11, 2012.

The Company will not receive any of the proceeds from sales of the
ordinary shares made by the selling shareholders pursuant to this
prospectus.

The Company's ordinary shares currently trade on the OTC Bulletin
Board under the symbol "EVSNF" on Dec. 24, 2013, the closing price
of the Company's ordinary shares was $0.07 per share.

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

                       http://is.gd/2hH0n5

                        About Elbit Vision

Based in Caesarea, Israel, Elbit Vision Systems Ltd. (OTC BB:
EVSNF.OB) offers a broad portfolio of automatic State-of-the-Art
Visual Inspection Systems for both in-line and off-line
applications, and process monitoring systems used to improve
product quality, safety, and increase production efficiency.

The Company reported income of US$824,000 in 2012, as compared
with income of US$1.08 million in 2011.  The Company's balance
sheet at June 30, 2013, showed $3.49 million in total assets,
$3.47 million in total liabilities and $19,000 shareholders'
equity.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of Elbit
Vision Systems until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


ELCOM HOTEL: Jan. 17 Hearing on Motion to Estimate Claims
---------------------------------------------------------
The Bankruptcy Court will convene a hearing on Jan. 17, 2014, at
9:30 a.m., to consider a motion temporarily allowing claim, or,
alternatively, (b) estimating claims for voting purposes filed by
creditors S T Balharbour LLC and Ray Smith.

On Dec. 18, 2013, unit owners Ray Smith and ST Bal Harbour --
Hotel Condominium Unit Owners at One Bal Harbour -- stated that
the Debtors are seeking to eliminate the individual Hotel
Condominium Unit Owners' rights to vote on the Debtors' Plan based
on the Debtors' assertion that the millions of dollars in claims
were asserted against the wrong Debtor and that the unit owners
did not provide enough information to substantiate their claims.
Both arguments are without merit, the unit owners said.

As reported in the Troubled Company Reporter on Dec. 13, 2013, the
RMA Hotel Condominium Unit Owners at One Bal Harbour responded to
the objection filed by Elcom Hotel & Spa, LLC and Elcom
Condominium, LLC, to RMA's motion for entry of an order (a)
temporarily allowing claim nos. 62 and 32-1; or, alternatively,
(b) estimating claims for voting purposes.

According to the Unit Owners, the Debtors' objection must be
overruled because the Debtors (a) failed to meet their burden of
proof to overcome the Unit Owners' claims; (b) offer no basis for
disallowing the claims other than bald, unsubstantiated assertions
of their lack of merit; and (c) the lost rents, or more
appropriately labeled, the stolen rents, were never part of the
Debtors' estate in the first place, and therefore, they should be
paid outright from the proceeds from the sale of the asset and
must not be lumped together with unsecured claims to be paid from
the Debtors' estate.

On Dec. 5, the Debtors said the Filed Claims of the Unit Owners
must be disallowed for voting purposes on the Plan.  To allow the
Unit Owners to vote the Filed Claims in any amount in light of the
admitted duplicative nature with the Hotel Association Claim and
the highly speculative and disputed nature of the Filed Claims is
neither appropriate nor fair to the other creditors in the Chapter
11 cases.

The Debtors noted that they filed on Nov. 22, 2013, their Revised
First Amended Disclosure Statement in Support of Joint Plan of
Liquidation and their Revised Joint Plan of Liquidation.  On
Nov. 25, 2013, the Court entered an order approving the Disclosure
Statement.  The Court scheduled a confirmation hearing on the Plan
for Jan. 17, 2014.

                        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."


ELEPHANT TALK: Receives Non-Compliance Notice From NYSE MKT
-----------------------------------------------------------
Elephant Talk Communications Corp. has received a non-compliance
notice from the NYSE MKT in connection with the resignation of
Charles Levine from the Company's Board of Directors on Dec. 18,
2013, and non-reelection of Phil Hickman to the Board at the
Company's Annual Meeting of Stockholders on Dec. 18, 2013.  As a
result, a majority of the directors on the Board are not
independent as required under Section 802(a) of the NYSE MKT
Company Guide and the Company's Audit Committee is no longer
comprised of three independent members as required under Section
803(B)(2)(a) of the NYSE MKT Company Guide.

Mr. Steven van der Velden, Elephant Talk, Chairman and CEO,
commented, "Our entire management team and board expresses
gratitude for the valuable contributions Charles Levine and Phil
Hickman made during their service to the Company.  We are
currently conducting due diligence of potential candidates to fill
the current vacancies on the Board.  We are evaluating candidates
with relevant industry knowledge who can assist us in maximizing
shareholder value."

The Company will have until the earlier of its next annual meeting
of stockholders or Dec. 18, 2014, to regain compliance.  While not
expected, if the Company were to hold its 2014 annual meeting of
stockholders early (on or before June 16, 2014), then the
Compliance Date would instead be June 16, 2014.

The Exchange's notice has no immediate effect on the listing of
the Company's common stock on the Exchange.  The Company is
identifying and evaluating candidates to fill its two independent
director vacancies, with a focus on candidates who will represent
the best interests of the Company's stockholders and who will also
have relevant industry experience to contribute to the Board's
strategic guidance of the Company.  The Company expects to regain
compliance with the continued listing standards no later than the
Compliance Date.

                        About Elephant Talk

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

Elephant Talk disclosed a net loss attributable to the Company of
$23.13 million in 2012, a net loss attributable to the Company of
$25.31 million in 2011 and a net loss attributable to the Company
of $92.48 million in 2010.  The Company's balance sheet at
Sept. 30, 2013, showed $46.45 million in total assets, $22.53
million in total liabilities and $23.91 million in total
stockholders' equity.

BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
suffered recurring losses from operations has an accumulated
deficit of $203.3 million and continues to generate negative cash
flows that raise substantial doubt about its ability to continue
as a going concern.


EVERGREEN INTERNATIONAL: Files Petition to Liquidate in Delaware
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Evergreen International Aviation Inc. didn't even
attempt reorganizing.  The air cargo carrier filed a petition for
liquidation in Chapter 7 on Dec. 31 in Delaware.

According to the report, three creditors owed a total of $468,000
filed an involuntary bankruptcy petition in Brooklyn, New York on
Dec. 18.  The airline halted operations in November.

Evergreen failed to make an interest payment one year ago.  At the
time, Standard & Poor's said the McMinnville, Oregon-based company
had "onerous debt service obligations."

Evergreen provided airlift for the U.S. government Air Mobility
Command.  It is privately held and does not issue public financial
statements.

Evergreen could have been liquidated in Chapter 7 by either
consenting or failing to respond to the involuntary petition
within three weeks.  By filing a voluntary petition, Evergreen
indicated a preference for being liquidated in Delaware rather
than in Brooklyn.

A class lawsuit already had been filed in the Brooklyn bankruptcy
court on behalf of hundreds of workers who were fired without two
months' notice required in federal and state law.

The petition in Delaware listed assets worth less than $100
million and debt exceeding $100 million.

The first-filed case is In re Evergreen Aviation Ground Logistics
Enterprise Inc., 13-13361, U.S. Bankruptcy Court, District of
Delaware (Wilmington).  The airline's case is In re Evergreen
International Aviation Inc., 13-13363, in the same court.

The involuntary case is In re Evergreen International Airlines
Inc., 13-47494, U.S. Bankruptcy Court, Eastern District New York
(Brooklyn).


FANNIE MAE: Wells Fargo to Pay $591 Million to Resolve Claims
-------------------------------------------------------------
Dakin Campbell, writing for Bloomberg News, reported that Wells
Fargo & Co., the largest U.S. home lender, agreed to pay Fannie
Mae $591 million to resolve repurchase demands on loans originated
before 2009 and sold to the government-backed firm.

According to the report, Wells Fargo paid $541 million in cash to
Fannie Mae after adjusting for prior repurchases, the San
Francisco-based lender said today in a statement. The firm had set
aside funds to cover the full cost as of Sept. 30, according to
the statement.

Lenders from Wells Fargo to Bank of America Corp. have agreed to
pay Fannie Mae and its smaller competitor, Freddie Mac, for losses
on soured mortgages as they seek to cap costs on loans originated
before the housing crash, the report related. Wells Fargo reached
a $869 million accord with Freddie Mac in September to resolve
disputes on a similar subset of loans.

Wells Fargo will continue to face other obligations tied to the
loans and while it will be released from repurchase liabilities,
there are some exceptions, according to a separate statement from
Washington-based Fannie Mae, the report said.  The settlement
concludes Fannie Mae's review of "legacy" loans sold to it by
mortgage lenders, the firm said.

"This agreement represents a fitting conclusion to our year of
hard work to put legacy issues in the rear-view mirror and begin
2014 focused on improving the future of housing finance," Timothy
J. Mayopoulos, Fannie Mae's chief executive officer, said in the
firm's statement, the report cited.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

                          Conservatorship

Fannie Mae has operated under the conservatorship of the Federal
Housing Finance Agency since Sept. 6, 2008.  Fannie Mae has not
received funds from Treasury since the first quarter of 2012.  The
funding the company has received under the senior preferred stock
purchase agreement with the U.S. Treasury has provided the company
with the capital and liquidity needed to maintain its ability to
fulfill its mission of providing liquidity and support to the
nation's housing finance markets and to avoid a trigger of
mandatory receivership under the Federal Housing Finance
Regulatory Reform Act of 2008.  For periods through March 31,
2013, Fannie Mae has requested cumulative draws totaling $116.1
billion.  Under the senior preferred stock purchase agreement, the
payment of dividends cannot be used to offset prior Treasury
draws.  Accordingly, while Fannie Mae has paid $35.6 billion in
dividends to Treasury through March 31, 2013, Treasury still
maintains a liquidation preference of $117.1 billion on the
company's senior preferred stock.

In August 2012, the terms governing the company's dividend
obligations on the senior preferred stock were amended.  The
amended senior preferred stock purchase agreement does not allow
the company to build a capital reserve.  Beginning in 2013, the
required senior preferred stock dividends each quarter equal the
amount, if any, by which the company's net worth as of the end of
the preceding quarter exceeds an applicable capital reserve
amount.  The applicable capital reserve amount is $3.0 billion for
each quarter of 2013 and will be reduced by $600 million annually
until it reaches zero in 2018.

The amount of remaining funding available to Fannie Mae under the
senior preferred stock purchase agreement with Treasury is
currently $117.6 billion.  Fannie Mae is not permitted to redeem
the senior preferred stock prior to the termination of Treasury's
funding commitment under the senior preferred stock purchase
agreement.


FISKER AUTOMOTIVE: Wanxing Joins with Creditors to Bid for Firm
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Fisker Automotive Inc. creditors' committee found
an alternative buyer and mounted new opposition yesterday to the
company's reorganization plan up for approval on Jan. 3.

According to the report, the committee has consistently opposed
the company's Chapter 11 plan based on a so-called private sale of
the business to Hybrid Tech Holdings LLC, which paid $25 million
to buy the $168.5 million secured loan made by the U.S. Department
of Energy.  If Fisker's plan were to go through, no other
prospective buyer would have been able to bid against Hybrid.

Saying from the outset that the Hybrid sale has nothing for
unsecured creditors, the committee signed an agreement for a U.S.
affiliate of China's Wanxiang Group Corp. to buy the Fisker
business for $25.75 million cash.  In a court filing on Dec. 30,
the committee proposed that the U.S. Bankruptcy Court in Delaware
set up a traditional auction and sale procedures.

The key to the committee's proposal is a $25 million limitation on
Hybrid's ability to make a credit bid, where a buyer uses secured
debt rather than cash to purchase assets.  The committee contends
that the government's auction process established that the loan
was worth no more than $25 million, given the underlying value of
the assets.

If the bankruptcy judge goes along with the idea, bids would be
due Jan. 28, followed by an auction on Jan. 31 and a Feb. 3
hearing to approve sale.

Pending sale, Wanxiang is offering to provide substitute financing
to pay off the loan provided by Hybrid.

If Wanxiang wins, creditors will retain the ability to bring
lawsuits, with Wanxiang sharing some of the proceeds.

Wanxiang is no stranger to U.S. bankruptcy auctions.  It beat out
Johnson Controls Inc. and bought the business belonging to A123
Systems Inc., a developer of automotive lithium-ion batteries.

Committee opposition isn't Fisker's only problem at next week's
confirmation hearing.  There are $3.8 million in unresolved claims
filed on behalf of workers who were fired without the 60 days'
notice required in labor law.  The bankruptcy judge refused to
allow Fisker to hold a hearing this week and attempt to knock out
the workers' claims.

Fisker said there isn't enough cash to confirm a plan unless the
workers' priority claims are extinguished.

As part of Fisker's reorganization plan filed together the Chapter
11 petition on Nov. 22, Hybrid Tech would buy the assets in
exchange for $75 million of the government loan.  It would also
supply $725,000 in cash for distribution to creditors under the
liquidating plan.  In addition, Hybrid would waive the $8 million
loan to finance bankruptcy.

Fisker's plan has a projected 1 percent recovery for unsecured
creditors with about $320 million in claims.  The cash would be
provided by Hybrid, although only if the class votes for the plan.
Similarly, Hybrid will waive its unsecured deficiency claim only
if the class votes "yes."

The disclosure statement, approved tentatively this month, doesn't
specify the percentage recovery by Hybrid Tech.

                      About Fisker Automotive

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

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

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

The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anyp
Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland &
Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones,
Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-
counsel; Beilinson Advisory Group as restructuring advisors; and
Rust Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.

The Debtors disclosed that they have entered into an asset
purchase agreement with Hybrid for the sale of substantially all
of its assets.  Hybrid is represented by Tobias Keller, Esq., and
Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San
Francisco, California.


FISKER AUTOMOTIVE: Founder, Ex-Directors Sued by Atlas over Loss
----------------------------------------------------------------
Sophia Pearson, writing for Bloomberg News, reported that Fisker
Automotive Inc. founder Henrik Fisker and the hybrid carmaker's
former directors were sued by investor Atlas Capital Management LP
over $2 million in losses it allegedly suffered in the bankrupt
company's collapse.

According to the report, Fisker misled investors about its
financial health by failing to disclose problems with a government
loan and keeping secret a 2011 safety recall while the company
raised money, according to the complaint filed Dec. 27 in federal
court in Wilmington, Delaware.

Had Atlas known the truth, it "would not have purchased or
otherwise acquired its Fisker securities, or, if it had purchased
such securities, it would not have done so at the artificially
inflated prices which it paid," lawyers for Atlas said in the
filing, the report related.

Fisker, based in Anaheim, California, filed for bankruptcy Nov. 22
listing assets of as much as $500 million and debt of as much as
$1 billion in papers filed in U.S. Bankruptcy Court in Delaware.

Henrik Fisker, who founded the company in 2007, told Congress at a
hearing in April that safety recalls, a bankrupt battery supplier
and shipments lost to Hurricane Sandy contributed to the company's
financial woes, the report further related.  Fisker plans to sell
itself to Hybrid Tech Holdings LLC.

The Atlas case is Atlas Capital Management LP v. Fisker, 13-cv-
02100, U.S. District Court, District of Delaware (Wilmington).

                    About Fisker Automotive

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

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

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

The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anyp
Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland &
Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones,
Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-
counsel; Beilinson Advisory Group as restructuring advisors; and
Rust Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.

The Debtors disclosed that they have entered into an asset
purchase agreement with Hybrid for the sale of substantially all
of its assets.  Hybrid is represented by Tobias Keller, Esq., and
Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San
Francisco, California.


FLORIDA GAMING: Miami Jai-Alai Going Up for Auction on March 25
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Miami Jai-Alai fronton and casino will be sold at
auction on March 25 if there's a bid to top the $115 million offer
from Silvermark LLC.

According to the report, under auction and sale procedures
approved on Dec. 30 in U.S. Bankruptcy Court in Miami, competing
offers are due March 19. A hearing for sale approval is scheduled
for March 26.

Before bankruptcy, Silvermark was under contract for the same
price. The sale process resulted from an interim settlement with
secured lenders requiring sale of the facility by March 31.

How creditors fare after the sale depends partly on whether
lenders are entitled to a premium of $26.8 million in addition to
$90 million in principal. The casino sued to invalidate the
premium.

Lenders include Summit Partners LP and Canyon Value Realization
Fund LP. The casino contends they attempted to assume ownership
through a "loan to own" scheme.

                        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.


FREESEAS INC: Issues Additional 1.6MM Common Shares to Crede
------------------------------------------------------------
Freeseas Inc., on Dec. 27, 2013, issued and delivered to Crede CG
III, Ltd., 1,578,110 settlement shares pursuant to the terms of an
exchange agreement approved by the Supreme Court of the State of
New York, County of New York.

On Oct. 9, 2013, the Supreme Court entered an order approving,
among other things, the fairness to Crede of the terms and
conditions of an exchange pursuant to Section 3(a)(10) of the
Securities Act of 1933, as amended, in accordance with an Exchange
Agreement between FreeSeas Inc. and Crede CG III, Ltd., in the
matter entitled Crede CG III, Ltd. v. FreeSeas Inc., Case No.
653328/2013.

The total number of shares of Common Stock to be issued to Crede
pursuant to the Exchange Agreement will equal the quotient of (i)
$11,850,000 divided by (ii) 78 percent of the volume weighted
average price of the Company's Common Stock, over the 75-
consecutive trading day period immediately following the first
trading day after the Court approved the Order, rounded up to the
nearest whole share.  More than 1 million of the Settlement Shares
were issued and delivered to Crede on Oct. 10, 2013, and an
aggregate of 6,151,708 Settlement Shares were issued and delivered
to Crede between Oct. 11, 2013, and Nov. 7, 2013.

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

                        http://is.gd/UjFzZM

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

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.


FURNITURE BRANDS: Judge Okays $1-Mil. in Coverage for Ex-Execs
--------------------------------------------------------------
E.B. Solomont, writing for the St. Louis Business Journal,
reported that two former Furniture Brands International executives
will have up to $1 million from a $15 million insurance policy to
cover legal expenses as they battle shareholder lawsuits.

According to the report, in a Dec. 27 ruling, a bankruptcy court
judge approved use of the funds from a policy purchased this fall
and intended to defray expenses related to lawsuits against former
CEO Ralph Scozzafava and former CFO Vance Johnson.

The judge authorized American International Group Inc. and
National Union Fire Insurance Co. of Pittsburgh to pay for their
legal expenses, according to the ruling, the report related.

The executives purchased up to $15 million in coverage before the
company filed for Chapter 11 bankruptcy Sept. 9, reported trade
publication Furniture Today. In August, several shareholders filed
suit against the company, alleging it failed to disclose financial
information.

An attorney for Scozzafava and Johnson had requested permission to
spend funds from the entire $15 million policy, the report said.
A hearing on whether the full $15 million can be used to cover
legal expenses is set for Jan. 7.

                       About Furniture Brands

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

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

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

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

The official creditor's committee is comprised of the Pension
Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers.
The Committee tapped Blank Rome LLP as co-counsel, Hahn &
Hessen LLP as lead counsel, BDO Consulting as financial advisor,
and Houlihan Lokey Capital, Inc., as investment banker.

In November 2013, Furniture Brands won bankruptcy court approval
to sell the business to KPS Capital Partners LP for $280 million.
Private-equity investor KPS formed a new company named Heritage
Home Group LLC to operate the business.


GASCO ENERGY: To Suspend All Reporting Obligations with SEC
-----------------------------------------------------------
Gasco Energy, Inc., separately filed with the U.S. Securities and
Exchange Commission post-effective amendments to these
registration statements:

   * On April 15, 2004, Gasco Energy filed a registration
     statement on Form S-3 with the SEC, as amended by post-
     effective Amendment No. 1 to Form S-3 Registration Statement
     filed with the SEC on May 13, 2004, to register a total of
     33,428,159 shares of its common stock, $0.0001 par value per
     share.

   * On Dec. 6, 2004, Gasco Energy filed a registration statement
     on Form S-3 with the SEC, as amended by post-effective
     Amendment No. 1 to Form S-3 Registration Statement filed with
     the SEC on Dec. 22, 2004, and post-effective Amendment No. 2
     to Form S-3 Registration Statement filed with the SEC on
     Jan. 5, 2005, to register 5.5 percent Convertible Senior
     Notes due 2011 in the amount of $65,000,000 and shares of its
     common stock, $0.0001 par value per share issuable upon
     conversion of those notes.

   * On Sept. 23, 2005, Gasco Energy filed a registration
     statement on Form S-3 with the SEC, as amended by post-
     effective Amendment No. 1 to Form S-3 Registration Statement
     filed with the SEC on Oct. 27, 2005, to register shares of
     its common stock, $0.0001 par value per share, preferred
     stock, debt securities and depositary shares.

   * On May 28, 2004, Gasco Energy filed a registration statement
     on Form S-8 with the SEC to register a total of 1,000,000
     shares of its common stock, $0.0001 par value per share, in
     connection with the Company's Amended and Restated 2003
     Restricted Stock Plan.

   * On Sept. 19, 2011, Gasco Energy filed a registration
     statement on Form S-8 with the SEC to register a total of
     21,378,483 shares of its common stock, $0.0001 par value per
     share, in connection with the Company's 2011 Long-Term
     Incentive Plan.

   * On Feb. 10, 2005, Gasco Energy filed a registration statement
     on Form S-8 with the SEC to register a total of 10,868,971
     shares of its common stock, $0.0001 par value per share, in
     connection with the San Joaquin Resources Inc. 1999 Stock
     Option Plan.

   * On June 10, 2003, Gasco Energy filed a registration statement
     on Form S-8 with the SEC to register a total of 425,000
     shares of its common stock, $0.0001 par value per share, in
     connection with the Company's 2003 Restricted Stock Plan.

The Company now desires to deregister all of the Shares not yet
issued under the Registration Statements.

The Company intends to suspend all reporting obligations with the
SEC under the Securities Exchange Act of 1934, as amended.

                         About Gasco Energy

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

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

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

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

                        Bankruptcy Warning

"If the Company is unable to generate sufficient operating cash
flows or secure additional capital before February 2014, it will
not have adequate liquidity to fund its operations and meet its
obligations (including its debt payment obligations), the Company
will not be able to continue as a going concern, and could
potentially be forced to seek relief through a filing under
Chapter 11 of the U.S. Bankruptcy Code," the Company said in the
quarterly report for the period ended Sept. 30, 2013.


GELT PROPERTIES: May Access Vist Bank Cash Collateral Thru Jan. 31
------------------------------------------------------------------
The U.S, Bankruptcy Court for the Eastern District of Pennsylvania
issued an amended 16th interim order that authorized Gelt
Properties, LLC, et al., to continue using cash collateral of
lender Vist Bank until Jan. 31, 2014.

A further interim hearing on the use of cash collateral will be
held Jan. 29, at 1 p.m.

As adequate protection from any diminution in value of the
lender's collateral, the Debtors will (i) grant the lender
replacement liens on all now owned and hereafter acquired property
and assets of the Debtors; (ii) provide written proofs of
insurance and maintain insurance on all assets; and (iii) pay the
lender $8,234 on or before Nov. 5, 2013, Dec. 5, 2013, and Jan. 5,
2014.

As reported in the Troubled Company Reporter on Nov. 14, 2013, the
Court issued a sixteenth interim order that authorized the Debtors
to use cash collateral until Jan. 31, 2014.

                     About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and
11-15826) on July 25, 2011.  Judge Magdeline D. Coleman presides
over the cases.

William John Baldini, Esq., Albert A. Ciardi, III, Esq., Jennifer
E. Cranston, Esq., Daniel S. Siedman, Esq., and Jennifer C.
McEntee at Ciardi Ciardi & Astin, in Philadelphia, Pa.; Thomas
Daniel Bielli, Esq., at O'Kelly Ernst & Bielli, LLC, in
Philadelphia, Pa.; Janet L. Gold, Esq., at Eisenberg, Gold &
Cettei, P.C., in Cherry Hill, N.J.; David A. Huber, Esq., at
Benjamin Legal Services, in Philadelphia, Pa.; Alan L. Nochumson,
Esq., at Nochumson PC, in Philadelphia, Pa.; Axel A. Shield, II,
Esq., of Huntington Valley, Pa., serve as counsel for Debtor Gelt
Properties, LLC.

Ciardi Ciardi & Astin also represents Debtor Gelt Financial
Corporation as counsel.

Gelt Properties disclosed $4.73 million in assets and
$4.84 million in liabilities as of the Chapter 11 filing.  Its
affiliate, Gelt Financial has scheduled $20.3 million in assets
and $17.05 million in liabilities as of the Chapter 11 filing.

According to the Third Amended Disclosure Statement filed by the
Debtors on Oct. 22, 2013, the Plan contemplates that all assets of
the Debtors will be sold and liquidated, rented or leased,
developed and maintained, in the ordinary course of the Debtors'
business.  The Debtors note that the Plan envisions the
utilization of management talents, commitment and an existing
infrastructure to restructure existing debt, liquidate
unprofitable properties and meaningfully shift focus to its
growing REO portfolio.

Paul J. Schoff, Esq., and Francis X. Gorman, Esq., at Schoff
McCabe, P.C., represent the Unsecured Creditors' Committee.
Craig Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.


GOLDEN STATE: S&P Lowers Rating on $127.1MM Notes Due 2019 to 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
Delaware-incorporated Golden State Petroleum Transport Corp.'s
$127.1 million secured term notes due 2019 (S&P estimates about
$83.2 million outstanding after the scheduled Aug. 1, 2013,
amortization payment) to 'B-' from 'B'.  The outlook is negative.
The recovery rating on this debt remains unchanged at '4',
indicating S&P's expectation of an average (30% to 50%) recovery
of principal in the event of a payment default.

"The downgrade reflects our expectation of the project's increased
exposure to poor tanker market fundamentals as a result of the
Ulysses contract termination by Chevron Transport," said Standard
& Poor's credit analyst Rubina Zaidi.

The Ulriken and the Ulysses now operate in the spot market, which
is forcing draws on the project's debt service reserve and
increasing the future break-even rate.  The Ulriken has been
exposed to spot market prices since 2012, and S&P anticipates that
it will exhaust its portion of the debt service reserve by August
2014.  With weak spot charters rates over the past year, Golden
State Petroleum has earned a negative net margin on the Ulriken,
forcing it to draw on the cash reserves generated by the Ulysses
(which was operating under the Chevron Transport charter) to cover
the its share of debt service.  The Ulriken's negative net margin
has been reducing the liquidity cushion provided by the restricted
cash account.  The draws on the project's restricted cash have
reduced the debt service reserve to less than three years.

The negative outlook reflects S&P's expectation that Golden State
Petroleum will more rapidly reduce its debt service reserve since
both of its tankers are operating in the historically weak spot
charter market.  S&P could lower the project ratings further if
the debt service reserve is depleted faster than it anticipates.
An upgrade is unlikely but could occur if the project can charter
both vessels for sustained periods at favorable rates with
creditworthy counterparties.


GREEN FIELD ENERGY: Government Claims Bar Date Set for April 25
---------------------------------------------------------------
Governmental units have not later than April 25, 2014 at 4:00 p.m.
to file proofs of claims against Green Field Energy Services, Inc.

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

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

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

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

Roberta A. DeAngelis, The U.S. Trustee for Region 3, appointed six
members to the official committee of unsecured creditors in the
Chapter 11 cases of Green Field Energy Services, Inc., et al.

Green Field's bankruptcy is being financed with a $30 million loan
from BG Credit Partners LLC and ICON Capital LLC.


GREEN FIELD ENERGY: Bankruptcy Watchdog Objects to Bonuses
----------------------------------------------------------
Tom Corrigan, writing for DBR Small Cap, reported that the
government bankruptcy watchdog overseeing Green Field Energy
Services Inc.'s restructuring is objecting to the company's
proposed employee bonuses, advising the court to intervene.

According to the report, in court documents filed on Dec. 31, U.S.
Trustee Roberta A. DeAngelis said the bonus plan -- notable
details of which, including the amount, have been redacted -- was
structured to entice employees to remain with the company through
its bankruptcy instead of rewarding them for performance.
Retention bonuses are generally illegal for high-level employees,
whose bonuses in bankruptcy must be tied to challenging goals
meant to achieve a successful restructuring.

"Despite the label of the bonus plan, the bonus plan is structured
to entice the debtors' insiders to stay with the companies and do
their jobs through the conclusion of the restructuring process,
rather than entice the insiders to perform at a high level to
achieve significant benchmarks," she said, the report cited.

Bonuses paid during bankruptcy are not uncommon, though they are
subject to regulations and have faced increasing opposition from
the Justice Department's bankruptcy watchdogs in recent years, the
report related.

Ms. DeAngelis filed a separate objection to Green Field's motion
to keep information about the company's bonuses under seal, which
means relevant information -- such as which employees would
receive bonuses and the criteria for calculating those bonuses --
could permanently be shielded from public view, the report further
related.

According to BankruptcyData, the U.S. Trustee asserts, "In the
Bonus Motion, the Debtors are requesting that this Court approve
an 'incentive plan' for the certain of the Debtors' employees,
which includes insiders, that will provide bonus payments upon the
achievement by the Debtors - through these employees - of certain
post-petition sale milestones, as a proper exercise of the
Debtors' business judgment. The Debtors' Bonus Plan, however,
bears the attributes of an insider retention plan without
satisfying the stringent standards of section 503(c)(1) of the
Bankruptcy Code. In the alternative, the proposed payments to
insiders under the Bonus Program is outside the ordinary course of
the Debtors' business and is not justified by the facts and
circumstances when each of the post-petition sale milestones are
too low to provide a benefit to creditors who have claims against
the Debtors' estates. Although the Debtors have provided counsel
for the United States Trustee with some additional information,
the United States Trustee objects to the Bonus Motion on the
grounds that the Debtors have failed to meet their evidentiary
burden of proof to show that the proposed bonus payments comply
with section 503(c) of the Bankruptcy Code."

The U.S. Trustee, BankruptcyData reports, also filed a separate
objection to the Debtors' motion to file its key employee
retention plan motion under seal.

The U.S. Trustee explains, "The Debtors' have not satisfied their
burden of demonstrating that the Redacted Material is properly
sealable under Section 107 of the Bankruptcy Code and Rule 9018
Federal Rules of Bankruptcy Procedure. The relief requested in the
Seal Motion reaches beyond the scope of 11 U.S.C. section107 and
the relevant case law and violates the policy of public access to
bankruptcy proceedings and records....The Redacted Material is not
confidential research, development or commercial information,
which would render it appropriate to conceal from public
disclosure under section 107 of the Bankruptcy Code. The Debtors
have provided no evidence that the Seal Motion complies with
Bankruptcy Rule. 9018 or satisfies the standards set forth in
section 107 of the Bankruptcy Code. Therefore, the Seal Motion
should be denied."

                    About Green Field Energy

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

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

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

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

In its schedules, Green Field disclosed $306,960,039 in total
assets and $447,199,869 in total liabilities.

Roberta A. Deangelis, The U.S. Trustee for Region 3, appointed six
members to the official committee of unsecured creditors in the
Chapter 11 cases of Green Field Energy Services, Inc., et al.

Green Field's bankruptcy is being financed with a $30 million loan
from BG Credit Partners LLC and ICON Capital LLC.


HARRISBURG, PA: Lawyer Sues City over Unpaid Bankruptcy Fees
------------------------------------------------------------
Reuters reported that the attorney who filed a now-defunct
bankruptcy petition for the city of Harrisburg, Pennsylvania, sued
the city and some of its officials for $289,000 plus interest on
Friday for allegedly not paying him for the job.

According to the report, Mark Schwartz sued the city itself, which
recently closed on the sale of its incinerator and a deal to lease
parking lots in order to erase $360 million in debt that kept the
city teetering near insolvency. Schwartz also sued City Council
President Wanda Williams and three other officials in the Court of
Common Pleas for Dauphin County.

The City Council retained him to file its Chapter 9 municipal
bankruptcy in October 2011, the report related.  The case was
thrown out the next month after state lawmakers barred it.

Since then, Schwartz hasn't been paid for any of his fees or
expenses, he said in the suit, the report said.  Harrisburg's
solicitor and a representative for the City Council did not
immediately reply to a request for comment about the lawsuit.

Pennsylvania sold nearly $289 million of parking revenue bonds on
Dec. 17 as part of the parking garage deal, the report further
related.

                 About Harrisburg, Pennsylvania

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

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

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

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

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

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

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

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

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

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


HERTZ CORP: Amendments No Impact on Rental CAR ABS, Moody's Says
----------------------------------------------------------------
Moody's on Dec. 30 announced that the execution of the Third
Amended and Restated Series 2009-1 Supplement for the Hertz
Vehicle Financing LLC (Issuer), Series 2009-1 Variable Funding
Rental Car Asset-Backed Notes executed on December 27, 2013 would
not, in and of itself and at this time, result in a reduction,
withdrawal, or placement under review for possible downgrade of
the ratings currently assigned to any outstanding series of notes
issued by Hertz Vehicle Financing LLC (the Outstanding Notes).
Hertz Vehicle Financing LLC is a special purpose entity wholly
owned by The Hertz Corporation (B1 stable), which is the master
servicer for the transaction.

Because the amendments to the unrated Series 2009-1 transaction
(1) do not change the collateral backing the Outstanding Notes,
(2) do not adversely alter the credit enhancement, cash-flow
allocations or other structural protections for the Outstanding
Notes in any substantive manner, and (3) do not make any other
changes to the transactions which are credit-negative, Moody's
believed that the execution of the Amendments did not have an
adverse effect on the credit quality of the Outstanding Notes such
that their Moody's ratings were impacted. Moody's did not express
an opinion as to whether the issuance could have other, non
credit-related effects.

The principal methodology used in this rating was "Moody's Global
Approach to Rating Rental Car ABS and Rental Truck ABS," published
in July 2011.


IKARIA ACQUISITION: Moody's Puts 'B2' CFR on Review for Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed all ratings of Ikaria Acquisition
Inc., including its B2 Corporate Family Rating (CFR) and B2-PD
Probability of Default Rating (PDR), under review for possible
downgrade. The rating action follows the announcement that Ikaria
will be acquired by private equity firm Madison Dearborn Partners
("MDP").

On December 24, 2013 MDP announced that it has entered into a
definitive agreement under which it will acquire a majority
ownership position in Ikaria, while its current owner, New
Mountain Capital, will receive a minority share. MDP values the
transaction at approximately $1.6 billion. The transaction also
includes the separation of certain non-commercial products in the
Ikaria pipeline that are focused on outpatient therapies, which
will be distributed to Ikaria's current shareholders. Two near-
term critical care therapies in Ikaria's pipeline will remain with
Ikaria.

The following ratings were placed on review for downgrade:

Corporate Family Rating -- B2

Probability of Default Rating -- B2-PD

First lien senior secured term loan B -- B1 (LGD3, 34%)

Second lien senior secured term loan -- Caa1 (LGD5, 87%)

RATINGS RATIONALE

The review for downgrade reflects the possibility that the
proposed transaction, which may possibly be financed with
additional debt, could result in materially higher financial
leverage. The review also reflects uncertainties on the new
owner's operating strategies and financial policies.

Moody's review will focus on the details of the proposed
transaction, including financial terms, capital structure, and
future financial policy. Moody's will also review the strategic
and operating plans under the new ownership as well as the
business and financial implications from the separation of
research and development of non-commercial products.

Ikaria, headquartered in Hampton, New Jersey, develops and
manufactures products aimed at the critical care market. The
company's current product, INOMAX(R) therapy, delivers nitric
oxide (NO), a pharmaceutical drug delivered in gas form, for
inhalation through a proprietary delivery system. For the twelve
months ended September 30, 2013, Ikaria generated revenues of
approximately $371 million.

The principal methodology used in this rating was the Global
Pharmaceutical Industry published in December 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


INFOR (US): S&P Assigns 'B+' Rating to $2.55BB Sr. Secured Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '2' recovery rating to New York City-based Infor (US)
Inc.'s (f/k/a Lawson Software Inc., a subsidiary of Infor Inc.)
$2.55 billion senior secured B-5 term loan due 2020.  The '2'
recovery rating indicates S&P's expectation for substantial
(70% to 90%) recovery of principal in the event of a payment
default.

S&P's 'B' corporate credit rating and stable outlook on parent
company Infor Inc. are unchanged.  Proceeds from the notes were
used to repay existing debt.

S&P views enterprise software and services provider Infor as
possessing a "fair" business risk profile, characterized by a
significant recurring revenue base, stable margins, and recognized
product strength, but also a second-tier position in the overall
enterprise resource planning (ERP) market.  Infor's financial risk
profile is "highly leveraged".  Operating lease-adjusted debt to
EBITDA is in the high-6x area.  Infor has historically grown
rapidly through acquisitions.  Liquidity is "adequate".  Debt
leverage is high for the rating and provides minimal flexibility
for the company to pursue additional debt-financed acquisitions or
for significant operational pressures.

RATINGS LIST

Infor Inc.
Corporate Credit Rating                   B/Stable/--

New Rating

Infor (US) Inc.
$2.55 bil. B-5 senior secured
term loan due 2020                       B+
  Recovery Rating                         2


INTERNATIONAL LEASE: Moody's Corrects Dec. 16 Ratings Release
----------------------------------------------------------------
Moody's Investors Service corrected text to its Dec. 16, 2013
ratings release, where Moody's affirms International Lease Finance
Corporation's Ba3 rating on announcement of sale to AerCap and
changes outlook to negative.

In the first sentence of the first paragraph, Moody's should also
state that all ratings were affirmed for International Lease
Finance Corporation, Flying Fortress Inc., ILFC E-Capital Trust I
and ILFC E-Capital Trust II.


ISC8 INC: Incurs $28 Million Net Loss in Fiscal 2013
----------------------------------------------------
ISC8 Inc. filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss of $28.02
million on $501,000 of revenues for the fiscal year ended
Sept. 30, 2013, as compared with a net loss of $19.66 million on
$0 of revenues during the prior fiscal year.

As of Sept. 30, 2013, the Company had $4.96 million in total
assets, $60.51 million in total liabilities and a $55.55 million
total stockholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, issued a "going concern" qualification on the
consolidated financial statements for the year ended Sept. 30,
2013.  The independent auditors noted that the Company has
negative working capital of $29.7 million and a stockholders'
deficit of $55.5 million.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                        http://is.gd/PiUHyT

                          About ISC8 Inc.

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


J.C. PENNEY: Martha Stewart Living, Macy's Settle Dispute
---------------------------------------------------------
Anna Prior and Suzanne Kapner, writing for The Wall Street
Journal, reported that Martha Stewart Living Omnimedia Inc. has
settled legal disputes with Macy's Inc. and J.C. Penney Co. over
an ill-fated merchandising agreement, but the main event is still
to come.  Macy's and Penney still need to resolve their
differences.

According to the report, Ms. Stewart found herself embroiled in a
legal triangle after her company agreed in late 2011 to make
bedding, bath and other products for Penney in a deal cut with Ron
Johnson, Penney's former chief executive.  Macy's sued both
companies, arguing the deal violated a previous agreement it had
with the domestic diva to sell similar items exclusively at its
stores.

The dispute exploded in a Manhattan courtroom last year, when Mr.
Johnson and Macy's Chief Executive Terry Lundgren both testified,
the report related.  Lawyers for Macy's trotted out e-mails in
which Mr. Johnson crowed about having outmaneuvered Mr. Lundgren.

Macy's said that the settlement with Ms. Stewart's company doesn't
affect its claim against Penney, the report further related.
Judge Jeffrey Oing of the New York State Supreme Court has yet to
rule in that case.  The judge had been expected to rule as early
as this past fall, but has allowed the parties hash out their own
settlements.

The terms of Ms. Stewart's settlement with Macy's weren't
disclosed, the report said.  Both companies said they weren't
material to either business and they look forward to a continued
partnership together.

                          About J.C. Penney

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-'.


JAGUAR MINING: Wins Initial CCAA Stay; FTI Canada Named as Monitor
------------------------------------------------------------------
Jaguar Mining Inc. on Dec. 23, 2013, sought and obtained an
initial order under the Companies' Creditors Arrangement Act,
R.S.C. 1985, c. C-36, as amended, from the Ontario Superior Court
of Justice (Commercial List) at Toronto under court file number
CV-13-10383-00CL.  The Applicants sought and were granted the stay
of proceedings and other relief provided under the CCAA.  Pursuant
to the Initial Order, FTI Consulting Canada Inc. has been
appointed as CCAA monitor.

These relevant dates also have been set in Jaguar Mining's CCAA
proceeding:

     Jan. 22, 2014            Claims Bar Date
     Jan. 28, 2014            Creditor's Meeting
     Jan. 30, 2014            Plan Sanction

The Monitor may be reached at:

     FTI Consulting Canada Inc.
     Court-appointed Monitor of Jaguar Mining Inc.
     TD South Tower
     79 Wellington Street West
     Suite 2010, P.O. Box 104
     Toronto, Ontario M5K 1G8
     Tel: 416-649-8044
     Fax: 416-649-8101
     E-mail: jaguarmining@fticonsulting.com
     Web site: http://cfcanada.fticonsulting.com/jaguar


JAGUAR MINING: Plan Compromise Filed; Creditors Meeting on Jan. 28
------------------------------------------------------------------
A plan of compromise and arrangement has been filed with the
Ontario Superior Court of Justice (Commercial List) with respect
to Jaguar Mining Inc. pursuant to the Companies' Creditors
Arrangement Act, R.S.C. 1985, c. C-36, as amended.

A meeting of a single class of affected creditors will be held at
10:00 a.m. on Jan. 28, 2014 (or such other date as may be set and
announced in accordance with the Meeting Order) at the offices of
Norton Rose Fulbright Canada LLP, Royal Bank Plaza, South Tower,
200 Bay Street, Suite 3800, Toronto, Ontario, M5J 2z4 for the
purpose to consider and vote upon the Plan filed by the Applicant.

The Meeting is being held pursuant to the Order of the Court made
on Dec. 23, 2013.


JAGUAR MINING: Ontario Court Sets Jan. 22 as Claims Bar Date
------------------------------------------------------------
Proofs of claim must be submitted to FTI Consulting Canada Inc.,
the monitor for Jaguar Mining Inc., for any claim against the
company that arose prior to Dec. 23, 2013, or arose on or after
Dec. 23 as a result of the restructuring, termination, repudiation
or disclaimer of any lease, contract or other agreement or
obligation.

Completed proofs of claim must be received by the Monitor by 5:00
p.m. (prevailing Eastern Time) on the applicable claims bar date.

According to http://cfcanada.fticonsulting.com/jaguarthe Court
set Jan. 22, 2014 as claims bar date.

The Ontario Superior Court of Justice (Commercial List) issued on
Dec. 23 a claims procedure order.  A claim package was scheduled
to be distributed by Dec. 30 to known unsecured creditors.


KSL MEDIA: Media Buyer Converted to Chapter 7 with $32-Mil. Cash
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that KSL Media Inc., a media-buying company before
bankruptcy in September, will be liquidated by a trustee in
Chapter 7.

According to the report, the bankruptcy judge in Woodland Hills,
California, converted the case on Dec. 30 to a Chapter 7
liquidation from a Chapter 11 reorganization. The U.S. Trustee
sought conversion in papers filed on Dec. 27. Three days later,
the company consented.

Although KSL has $32 million in unencumbered cash assets, the U.S.
Trustee said the company's executives all resigned before
bankruptcy, leaving no one other than a bookkeeper. The company
inexplicably failed to pursue about $150 million in transfers
before bankruptcy, according to the U.S. Trustee.

KSL listed assets of $34.6 million and liabilities of $64.9
million.

                        About KSL Media

One of the largest independent media-buying firms in the United
States, KSL Media Inc., and two affiliates filed for Chapter 11
protection on Sept. 11, 2013, in Central California, driven to
bankruptcy after losing a major account and claiming it was the
victim of an alleged multimillion-dollar embezzlement scheme it
blamed on its former controller.

According to the bankruptcy declaration from current controller
Janet Miller-Allen, the company's former controller Geoffrey
Charness is the subject of an FBI investigation connected to an
alleged scheme to dump $140 million from the company's accounts.

The lead case is Case No. 13-15929 (Bankr. C.D. Calif.) before
Judge Alan M. Ahart.

The Debtors are represented by Rodger M. Landau, Esq., and Monica
Rieder, Esq., at Landau Gottfried & Berger, LLP, in Los Angeles,
California.  The Debtors' accountant is Grobstein Teeple Financial
Advisory Services LLP.  The Debtors disclosed $34,652,932 in
assets and $64,946,225 in liabilities as of the Chapter 11 filing.


KSL MEDIA: Province Okayed as Fin'l Advisor to Creditors' Panel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of KSL Media, Inc.
and its debtor-affiliates obtained authorization from the U.S.
Bankruptcy Court for the Central District of California to retain
Province Advisors as financial advisor to the Committee, nunc pro
tunc to Oct. 23, 2013.

As reported in the Troubled Company Reporter on Nov. 21, 2013,
Province Advisors will be paid at these hourly rates:

       Principal                   $595
       Vice-President           $425-$500
       Associate/Analyst        $315-$390
       Administrative Staff        $90
       Paul Huygens                $595
       Edward Kim                  $450
       Walt Bowser                 $385

                         About KSL Media

One of the largest independent media-buying firms in the United
States, KSL Media Inc., and two affiliates filed for Chapter 11
protection on Sept. 11, 2013, in Central California, driven to
bankruptcy after losing a major account and claiming it was the
victim of an alleged multimillion-dollar embezzlement scheme it
blamed on its former controller.

According to the bankruptcy declaration from current controller
Janet Miller-Allen, the company's former controller Geoffrey
Charness is the subject of an FBI investigation connected to an
alleged scheme to dump $140 million from the company's accounts.

The lead case is Case No. 13-15929 (Bankr. C.D. Calif.) before
Judge Alan M. Ahart.

The Debtors are represented by Rodger M. Landau, Esq., and Monica
Rieder, Esq., at Landau Gottfried & Berger, LLP, in Los Angeles,
California.  The Debtors' accountant is Grobstein Teeple Financial
Advisory Services LLP.  The Debtors disclosed $34,652,932 in
assets and $64,946,225 in liabilities as of the Chapter 11 filing.


LIGHTSQUARED INC: Wins Court Approval of Latest Plan Outline
------------------------------------------------------------
LightSquared obtained a bankruptcy court's order approving the
latest outline of its new plan to exit Chapter 11 protection.

The U.S. Bankruptcy Court for the Southern District of New York on
Dec. 31 approved LightSquared's revised disclosure statement,
saying it contains enough information for creditors to decide on
whether to support the company's new plan.

"The disclosure statement contains adequate information within the
meaning of section 1125(a) of the Bankruptcy Code," the court said
in its Dec. 31 decision.

Section 1125(a) requires that a disclosure statement contain
sufficient information to permit voting creditors to make an
informed decision on a bankruptcy plan.

The bankruptcy court also overruled objections to the approval of
LightSquared's latest plan outline.  A copy of the disclosure
statement is available for free at http://is.gd/NspAZZ

LightSquared earlier proposed a new plan with financing from
Fortress Investment Group LLC, Melody Capital Advisors LLC,
JPMorgan Chase & Co. and Harbinger Capital Partners.  It would
include a $2.75 billion in new loans and at least $1.25 billion in
new equity investment.

The new plan would pay secured lenders in full and give stakes in
the reorganized LightSquared to its current shareholders.  It
replaces the initial proposal, which was based on the $2.2 billion
sale of the company's assets to Dish Network Corp.

The new plan is subject to approval of LightSquared's license
application by the Federal Communications Commission, which
regulates the spectrum the company is relying on to launch its
wireless broadband network.  A copy of the new plan can be
accessed for free at http://is.gd/10rqzk

The wireless communications company will send its proposed plan to
creditors to vote.  The voting deadline is January 15.

A hearing to confirm the proposed plan is scheduled for Jan. 21.
Objections to the plan are due by Jan. 15.

               MAST Offer Designated as Successful
                      Bid for One Dot Assets

In a related development, U.S. Bank N.A. and MAST Capital
Management LLC announced that they have designated MAST Spectrum
Acquisition Co. LLC's offer to buy the wireless spectrum assets of
One Dot Six Corp. as the "successful bid."

Both said they will seek court approval of the sale in accordance
with the Chapter 11 plan they proposed for One Dot at the
confirmation hearing.

Most of the One Dot assets included in the sale block were posted
as collateral under a credit agreement where Mast Capital and U.S.
Bank served as lender and administrative agent, respectively.

                      About LightSquared Inc.

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

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

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

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


LOMBARD PUBLIC: S&P Lowers Rating on 2005B 2nd-Tier Bonds to 'CC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
rating to 'CC' from 'CCC' on Lombard Public Facilities Corp.,
Ill.'s series 2005B conference center and hotel second-tier bonds
and placed the rating on CreditWatch with negative implications.

The bonds provided funds to construct a hotel and conference
center in Lombard.  The rating action reflects S&P's view of the
village board's recent vote to not appropriate funds under a tax
rebate agreement to cover a shortfall needed to pay debt service
on the bonds.

"The CreditWatch Negative status of the rating indicates our
anticipation that the bonds will default on Jan. 1, 2014, due to
insufficient funds," said Standard & Poor's credit analyst John
Kenward.


LOMBARD PUBLIC: S&P Lowers Rating on 2005A-2 Bonds to 'CCC-'
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
the Lombard Public Facilities Corp. series 2005A-2 bonds to 'CCC-'
from 'CCC'.  This follows S&P's Dec. 30, 2013, rating action on
the series 2005B bonds in which it lowered the rating to 'CC' from
'CCC' and placed it on CreditWatch with negative implications.
The outlook had previously been negative.

The recovery rating remains at '4', indicating S&P's expectations
of average (30% to 50%) recovery of principal if a payment default
occurs.  S&P believes that recovery for the first-tier bonds would
be at the lower end of the range.  The outlook on the series
2005A-2 bonds is negative.

The rating action reflects S&P's view of the convention center and
hotel project's weak liquidity position given its dwindling cash
balances and S&P's view that without debt restructuring or
external support (which in S&P's opinion is not likely from the
Village of Lombard), a payment default is inevitable on or before
the Jan. 1, 2015, debt service payment date for the series 2005A-2
bonds.

Because of weak economic conditions and the hotel's slow ramp-up
since commercial operations began in 2007, the project initially
drew on cash in available reserve accounts, including the
operating reserve and capitalized interest accounts, to fund
operating shortfalls until it exhausted them.  The project has
been drawing on its remaining liquidity reserves to cover
shortfalls in series A and B debt service payments and has been
accruing payments on the series C bonds.

"The negative outlook reflects our view that the payment default
is inevitable on or before the Jan. 1, 2015, debt service payment
date on the series 2005A-2 bonds," said Standard & Poor's credit
analyst Jayne Ross.

S&P would lower the rating on the series 2005A-2 bonds if the
bondholders exercise their option to accelerate the series A bonds
following the default on the series 2005B bonds on Jan. 1, 2014.
Under the indenture of trust, certain events of default link the
series 2005B bonds to the hotel and conference center project
series 2005A-2 bonds.

In addition, S&P could lower the rating if the project announces a
bond restructuring because it would deem this to be a distressed
exchange under its criteria.  S&P believes that if the Village of
Lombard can reach an agreement with the bondholders that reduces
its future obligations, it will do so.

S&P currently do not contemplate a stable outlook.


LONGVIEW POWER: Seeks Exclusivity Extension to March 14
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Longview Power LLC is seeking an expansion of the
exclusive right to propose a reorganization plan in concert with
the already scheduled confirmation hearing on Feb. 10 for approval
of the Chapter 11 plan.

According to the report, the owner of a 700 megawatt coal-fired
power plant in Maidsville, West Virginia, set up the confirmation
hearing when the bankruptcy judge in Delaware approved disclosure
materials allowing creditors to vote on the plan. Critical to the
confirmation process is a Feb. 7 hearing to reduce or eliminate
claims of mechanics' lienholders.

The Delaware bankruptcy judge will review the exclusivity motion
at a hearing on Jan. 22. If approved, the new plan-filing deadline
will be March 14.

The plan would reduce debt by more than $1 billion by giving
holders of a $1.04 billion credit facility 85 percent to 90
percent of the new stock. It is to be financed with a $150 million
loan already approved by the court.

An unresolved issue is the status of $370 million in mechanics'
liens and whether they come before or behind other lenders. The
company initiated proceeding for the bankruptcy court to estimate
the mechanics' lien claims. The company says they are entitled to
no payment under the plan.

                     About Longview Power LLC

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

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

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

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

Longview in November 2013 filed a bankruptcy-exit plan that will
drop $1 billion in debt from the Debtor's balance sheet and raise
money to cover the cost of fixing the plant.  Under the Plan, the
lenders would share between 85 percent and 90 percent of the
reorganized company's equity, court papers show.  The lenders
providing the bankruptcy loan would get the rest of the equity.


MAXWELL S. PFEIFER: Bronx Property to Be Sold at Jan. 15 Auction
----------------------------------------------------------------
MaltzAuctions.com will conduct a bankruptcy auction of a 17,000+
square foot prime corner redevelopment site at 700 East 241st
Street, Bronx, NY, on Jan. 15 at 11:00 a.m.  The auction will be
held at One Bowling Green, Room 617, New York, NY 10004.

The minimum bid is $1,881,710.24.  The property is adjacent to
McDonald's and #2 Train Stop.  The property has a gas station, a
small office and vacant land.

The property is owned by Chapter 11 debtors Maxwell S. Pfeifer and
Myrna J. Pfeifer.

The auctioneers may be reached at:

         D. Maltz, AUCTR DCA #762794
         R. Maltz, DCA #1240836
         NY Broker
         MaltzAuctions.com
         Tel: 516-349-7022

Maxwell and Myrna Pfeifer are individual chapter 11 debtors who
filed for bankruptcy (Bankr. S.D.N.Y. Case No. 12-13852) on
Sept. 9, 2012.  Hon. Allan L. Gropper presides over the case.

For many years, Mr. Pfeifer had a thriving personal injury law
practice; he claims he obtained so many large judgments that he
became known in legal circles as "Million Dollar Max".  In the
past years, however, as Mr. Pfeifer's health deteriorated, his
income from his law practice decreased substantially. His
operating statements show that as of August 31, 2013, his income
from his law practice over the preceding 12 months was only
$74,546.

In the eight months preceding their bankruptcy filing, the
Pfeifers reported only $5,887 in business income from Mr.
Pfeifer's law practice.  Besides this income he currently receives
social security, and Mrs. Pfeifer, a retired teacher, receives
pension and social security income.  At the same time as Mr.
Pfeifer's income from his law practice decreased, the Pfeifers
overextended themselves financially, causing them to borrow money
from several sources, and leading ultimately to their bankruptcy
filing.

The Pfeifers filed their Joint Amended Chapter 11 Plan of
Reorganization on July 23, 2013.  The Plan contemplates selling
several properties that the Pfeifers own in the Bronx, except for
one apartment unit in which the Pfeifers reside and on which they
will continue to make payments in accordance with the terms of th
e original loan documents.  The sale proceeds from the other
properties will be used to pay the Pfeifers' secured creditors,
with any excess distributed in accordance with the Plan.

The Pfeifers also have one litigation claim relating to an
investment in a property in Florida; the Pfeifers' current
intention is to pay a $468,159 tax liability they anticipate from
the sale of this property from the proceeds of any settlement or
judgment they receive from this litigation (Pfeifer v. Cronin, et.
al. 13-1348-ALG).

A key feature of the Plan is the creation of a post-confirmation
trust, which is memorialized in a Post-Confirmation Trust
Agreement.  The Trust will pay unsecured creditors pro rata from
the proceeds of various assets. The assets transferred to the
Trust include: (i) the Pfeifers' avoidance causes of action
under the Bankruptcy Code; (ii) proceeds from the Cronin
Adversary proceeding currently pending in SDNY Bankruptcy Court
(after payment of attorney's fees, the anticipated tax liability,
and $100,000 to the Pfeifers); (iii) the remainder of the proceeds
from the sale of one of the Bronx properties after payment of a
broker's commission, the secured creditor's claim, and $110,000 to
the Pfeifers; (iv) a portion of the proceeds from the sale of four
other Bronx properties after payment of a broker's commission,
real estate taxes, and the secured creditors' claims; and (v) a
portion of Mr. Pfeifer's referral fees relating to cases Mr.
Pfeifer referred to other law firms in past years.

The Pfeifers estimate that if events transpire favorably, general
unsecured creditors may receive up to 28.99% of the total value of
their claims from the Trust; however, a recovery to unsecured
creditors is not assured, and unsecured creditors will only
receive their pro-rata distribution from the Trust "after the
Post-Confirmation Trustee has reserved any Cash required to pay
Claims that are senior in priority and the fees and expenses of
the Post-Confirmation Trustee and his or her professionals, if
any."

The Plan was overwhelmingly supported by creditors as every class
entitled to vote voted affirmatively, including 93.1% of the
general unsecured creditors representing 88.96% of the total
amount of general unsecured claims.

One unsecured creditor, Funding Holding Inc., objected to the
Plan and opposed confirmation. The Official Committee of Unsecured
Creditors supported the Plan and also filed a response to the
Objection in which it noted that the Trust was "the result of
negotiations between the Committee and the Debtors", and "[t]he
Committee voted unanimously to support the plan. . . ."

Counsel for the Debtors is:

         RICH MICHAELSON MAGALIFF MOSER, LLP
         Howard P. Magaliff, Esq.
         340 Madison Avenue, 19th Floor
         New York, NY 10173
         E-mail: hmagaliff@r3mlaw.com

Counsel to the Official Committee of Unsecured Creditors is:

         ROSENBERG, MUSSO & WEINER, LLP
         Bruce Weiner, Esq.
         26 Court St., Suite 2211
         Brooklyn, NY 11242

Counsel to Funding Holding, Inc., is:

         THE LAW OFFICES OF MICHAEL T. SUCHER
         Michael T. Sucher
         26 Court St., Suite 2412
         Brooklyn, NY 11242


MERCANTILE BANCORP: Exclusive Period Extension Sought
-----------------------------------------------------
BankruptcyData reported that Mercantile Bancorp filed with the
U.S. Bankruptcy Court a second motion to extend the exclusive
period during which the Company can file a Chapter 11 plan and
solicit acceptances thereof through and including February 24,
2014 and April 25, 2014, respectively.

The motion explains, "First, the Debtor has, and continues to make
significant good faith progress towards reorganization. Following
extensive negotiations, on November 14, 2013, the Debtor obtained
a waiver from the Federal Deposit Insurance Corporation that was
necessary for consummation of the Sale. Thereafter, on December
13, 2013, the Debtor consummated the Sale to the Stalking Horse
Purchaser. The Debtor has received the proceeds from the Sale and
anticipates that these proceeds will be utilized to fund a chapter
11 liquidating plan for the benefit of the Debtor's creditors.
Second, the Debtor has been paying, and will continue to pay, its
undisputed postpetition debts as they come due and has operated
its business in the ordinary course since the filing of this
chapter 11 case. Third, the Debtor commenced its bankruptcy case
fewer than six months ago. During this time, significant progress
has been made in the Debtor's efforts to maximize value for its
creditors. Indeed, the Debtor conducted a successful marketing
process for the Assets, which culminated in the Sale that has
provided significant value to the Debtor's estate. The Debtor
continues to work diligently to maximize the value of its
remaining assets for all parties in interest. Fourth, the Debtor
does not anticipate an unduly long and drawn out bankruptcy
process. Until recently, the Debtor was, understandably, focused
primarily on fulfilling the contingencies necessary to consummate
the Sale, as consummation of the Sale was necessary in order for
the Debtor's ability to present a confirmable chapter 11 plan. As
the Sale has now been consummated, the Debtor anticipates that the
modest extension requested herein will allow it to present a
confirmable plan of liquidation. Fifth, the Debtor is clearly not
seeking an extension of the Exclusive Periods to delay the
administration of this case or to pressure creditors into acceding
to a plan that they find unsatisfactory. Rather, the Debtor has
carefully sought to preserve the estate's limited funds by
refraining from expending valuable resources on the presentation
of a plan and disclosure statement until it became clear that
consummation of the Sale would occur, thus providing the Debtor
with the a source of funding for distributions to be made under a
plan."

                      About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include
$61.9 million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, are the attorneys for the Debtor.

A three-member official committee of unsecured creditors was
appointed by the U.S. Trustee.

An official committee of trust preferred securities holders was
also appointed by the U.S. Trustee.  The TruPS Committee is
represented by Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, in Wilmington, Delaware; Morton R. Branzburg, Esq.,
at Klehr Harrison Harvey Branzburg LLP, in Philadelphia,
Pennsylvania; David R. Seligman, P.C., Esq., and Jeffrey W.
Gettleman, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois;
and Joseph Serino Jr., P.C., Esq., and John P. Del Monaco, Esq.,
at Kirkland & Ellis LLP, in New York.


MF GLOBAL FINANCE: Proofs of Debt Due Jan. 24
---------------------------------------------
Pursuant to Rule 2.95 of Insolvency Rules 1986, the joint
administrators of MF Global Finance Europe Limited (In
Administration) intend to make a second distribution by way of
paying an interim dividend to Finance's preferential creditors, if
any, and unsecured creditors; and invite creditors to submit
proofs of debt, if they have not already done so.

Proofs of debt may be lodged with the Joint Administrators at any
point up to and including Jan. 24, 2014, being the last date for
proving, by sending details of their claim in writing to the Joint
Administrators:

         Richard Heis
         Michael Pink
         Richard Fleming
         KPMG LLP
         8 Salisbury Square
         London EC4Y 8BB
         E-mail: mfglobaloverseas@kpmg.co.uk

The Joint Administrators intend to declare and make an interim
distribution to preferential (if any) and unsecured creditors
within two months from Jan. 24, 2014.

The administration proceedings are being conducted in the High
Court of Justice, Chancery Division, Companies' Court, No: 9586 of
2011.

Overseas' registered office is 8 Salisbury Square, London, EC4Y
8BB and its principal trading address is 5 Churchill Place, Canary
Wharf, London E14 5HU.

The Joint Administrators were appointed Nov. 2, 2011.


MF GLOBAL OVERSEAS: Proofs of Debt Due Jan. 24
----------------------------------------------
Pursuant to Rule 2.95 of Insolvency Rules 1986, the joint
administrators of MF Global Overseas Limited (In Administration)
intend to make a second distribution by way of paying an interim
dividend to Overseas' preferential creditors, if any, and
unsecured creditors; and invite creditors to submit proofs of
debt, if they have not already done so.

Proofs of debt may be lodged with the Joint Administrators at any
point up to and including Jan. 24, 2014, being the last date for
proving, by sending details of their claim in writing to the Joint
Administrators:

         Richard Heis
         Michael Pink
         Richard Fleming
         KPMG LLP
         8 Salisbury Square
         London EC4Y 8BB
         E-mail: mfglobaloverseas@kpmg.co.uk
                 richard.heis@kpmg.co.uk

The Joint Administrators intend to declare and make an interim
distribution to preferential (if any) and unsecured creditors
within two months from Jan. 24, 2014.

The administration proceedings are being conducted in the High
Court of Justice, Chancery Division, Companies' Court, No: 9586 of
2011.

Overseas' registered office is 8 Salisbury Square, London, EC4Y
8BB and its principal trading address is 5 Churchill Place, Canary
Wharf, London E14 5HU.

The Joint Administrators were appointed Nov. 2, 2011.


MILAGRO OIL: Defaults on Second-Lien Note Payment
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Milagro Oil & Gas Inc. didn't make a Nov. 15 interest
payment on $250 million in 10.5 percent second-lien notes due in
2016.

According to the report, the Houston-based oil and gas production
and development company didn't cure the payment default during the
30-day grace period, according to Standard & Poor's.

Default on the second-lien notes was an event of default under the
company's credit facility, S&P said.

Moody's Investors Service said this month it expects Milagro will
file for bankruptcy or complete a "distressed exchange" as a
consequence of the payment default.

In May, Milagro announced a tender offer for the second-lien notes
where, for each old $1,000 note, holders could receive $750 in
cash or $500 in new Class A units and $500 in a new note on much
the same terms, except that half the interest would have been paid
with more notes.

Expiration of the exchange offer was extended several times until
it was finally terminated on Oct. 31.

Milagro's production is mostly onshore in Texas and Louisiana.

The $250 million in 10.5 percent second-lien notes last traded in
May for 82.5 cents on the dollar, according to Trace, the bond-
price reporting system of the Financial Industry Regulatory
Authority.

In the first half of 2013, Milagro reported operating income of
$9.6 million on revenue of $65.5 million. After preferred
dividends, the net loss for the half year was $25.9 million.

For 2012, Milagro reported a $65.3 million net loss on revenue of
$135.5 million. In 2011, the $42.2 million net loss resulted from
revenue of $153.8 million. The 2012 loss included $31.9 million in
preferred dividends.

                         About Milagro Oil

Milagro Oil & Gas, Inc., is an independent energy company based in
Houston, Texas that is engaged in the acquisition, development,
exploitation, and production of oil and natural gas.  The
Company's historic geographic focus has been along the onshore
Gulf Coast area, primarily in Texas, Louisiana, and Mississippi.
The Company operates a significant portfolio of oil and natural
gas producing properties and mineral interests in this region and
has expanded its footprint through the acquisition and development
of additional producing or prospective properties in North Texas
and Western Oklahoma.

Deloitte & Touche LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company is not in compliance with certain covenants of its 2011
Credit Facility, and all of the Company's debt is classified
within current liabilities as of Dec. 31, 2012.  The Company's
violation of its debt covenants, combined with its financing needs
and negative working capital position, raise substantial doubt
about its ability to continue as a going concern.

Milagro Oil disclosed a net loss of $33.39 million in 2012, a net
loss of $23.57 million in 2011 and a net loss of $70.58 million in
2010.  As of June 30, 2013, the Company had $483.83 million in
total assets, $449.08 million in total liabilities, $236.26
million in redeemable series A preferred stock, and a $201.51
million total stockholders' deficit.

                         Bankruptcy Warning

"The Company is currently exploring a range of alternatives to
reduce indebtedness to the extent necessary to be in compliance
with the leverage ratio and interest coverage ratio.  Alternatives
that were considered include using cash flow from operations or
issuances of equity and debt securities, reimbursements of prior
leasing and seismic costs by third parties who participate in our
projects, and the sale of interests in projects and properties.
As another alternative, the Company has launched a private
exchange offering to exchange a portion of the Notes for equity,
cash and new notes.  If a minimum principal amount of at least
$237.5 million of the outstanding principal amount of the Notes
are not tendered (excluding any such Notes validly withdrawn) in
the Exchange Offer, the conditions to the Exchange Offer will not
have been achieved and the Company will be unable to consummate
the restructuring.  As a result, the lenders under the 2011 Credit
Facility may accelerate their debt, which would also cause a
default and acceleration of the debt under the Notes, all of which
will have a material adverse effect on our liquidity, business and
financial condition and may result in the Company's bankruptcy or
the bankruptcy of its subsidiaries," the Company said in its
quarterly report for the period ended June 30, 2013.


MILAGRO OIL: S&P Lowers CCR to 'D' on Missed Interest Payment
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit and debt ratings on U.S.-based oil and gas exploration and
production company Milagro Oil and Gas Inc. to 'D' from 'CC',
indicating a default on the company's $250 million senior notes.
At the same time, S&P revised the recovery rating on the notes to
'1' from '3'.

The downgrade reflects Milagro's missed interest payment on its
$250 million senior secured second lien notes due 2016.  The
payment was due on Nov. 15, 2013, and the 30-day grace period
provided by the indenture expired on Dec. 16, 2013.  The higher
recovery rating on Milagro's second-lien notes reflects the
relatively high level of the company's year-end 2012 SEC PV10
valuation compared with the company's outstanding first-lien and
second-lien debt.

"Milagro's revolving credit facility is also subject to a cross-
default provision, which means that the company is in technical
default on its bank debt following the default on the notes," said
Standard & Poor's credit analyst Christine Besset.  "At the end of
June 2013, the company had $133.5 million drawn under its
$135 million revolving credit facility."


MONTANA ELECTRIC: To Have Pivotal Hearing on Jan. 14
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Southern Montana Electric Generation & Transmission
Cooperative Inc., once again in control of its own bankruptcy,
faces a pivotal hearing on Jan. 14 where the bankruptcy judge in
Butte, Montana may decide if there's a liquidation or
reorganization.

According to the report, if the judge selects liquidation, he has
a choice of Chapter 11 or Chapter 7.

Four remaining municipal electric customers filed a liquidating
Chapter 11 plan with disclosure materials scheduled for approval
on Jan. 14. Two of the customers, Fergus Electric Cooperative Inc.
and Beartooth Electric Cooperative Inc., filed papers this week
seeking conversion of the Chapter 11 case to liquidation in
Chapter 7.

The two municipal customers say they prefer liquidation in Chapter
7 to liquidation in Chapter 11 under the plan in which they are
among the proponents.

The co-op turned toward liquidation in late November when the
bankruptcy judge removed the Chapter 11 trustee and restored
control to the four remaining municipal customers which are also
the owners.

With support from secured noteholders, the Chapter 11 trustee had
a reorganization plan on file where operations would continue,
with the municipal customers continuing to buy power under long-
term contracts.

Noteholders including The Prudential Insurance Company of America
believe the company should be reorganized.

The bankruptcy judge has instructed Southern Montana to file
papers by Jan. 7 indicating how it prefers to proceed.

Prudential contends the owners have a conflict of interest because
their plan would absolve them from liability on their purchase
contracts, at the expense of creditors.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five other
electric cooperatives.  The city of Great Falls later joined as
the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.


MONTREAL MAINE: Settles, Travelers Pays $3.8 Million
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Travelers Property Casualty Co. of America will pay
Montreal Maine & Atlantic Railway Ltd. about half the $7.5 million
face value of an insurance policy implicated by the railway
disaster in Lac-Megantic, Quebec, caused by a runaway train that
killed 47 in July.

According to the report, before bankruptcy and the derailment, the
railroad purchased a commercial property insurance policy with
$7.5 million in coverage. After the loss, the railroad filed a
claim for the full amount, to cover damage to equipment and
property and loss of business income.

Travelers denied the claim, contending among other things that
there was a mutual mistake about the extent of coverage.

The bankruptcy court in Bangor, Maine, approved a settlement last
week where the insurance company will pay $3.8 million.

In late February or early March, the courts in the U.S. and in
Canada will simultaneously hold a hearing to determine which of
two secured creditors is entitled to the insurance money.

The railroad filed an operating statement this week showing
revenue in November of $930,000, negative cash flow of $200,000,
and a net loss of $397,000.

There will be an auction on Jan. 21 to determine if the $14.3
million bid from Fortress Investment Group LLC is the best offer
for the railroad.

                        About Montreal Maine

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

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

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

Justice Martin Castonguay oversees the case in Canada.

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

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

An unofficial committee of wrongful death claimants consisting of
representatives of the estates of the 46 victims, is represented
by George W. Kurr, Jr., Esq., at GROSS, MINSKY & MOGUL, P.A.;
Daniel C. Cohn, Esq., at MURTHA CULLINA LLP; Peter J. Flowers,
Esq., at MEYERS & FLOWERS, LLC; Jason C. Webster, Esq., at THE
WEBSTER LAW FIRM; and Mitchell A. Toups, Esq., at Weller, Green,
Toups & Terrell LLP.


MOSS FAMILY: May Use Fifth Third's Cash Collateral Until Feb. 28
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
entered an agreed order extending Moss Family Limited Partnership
and Beachwalk, L.P.'s use of Fifth Third Bank's cash collateral
until Feb. 28, 2014.

The Debtor and Fifth Third agreed to the extension of cash
collateral use, with the understanding that Fifth Third has not
yet approved the proposed 2013 budget or the Debtor's additional
proposed 2014 budget, but has allowed the Debtors to operate under
their 2013 and 2014 budgets while the parties discuss their
issues.  All of Fifth Third's rights are reserved and preserved
regarding the budgets.

A further hearing on the cash collateral use will take place on
Feb. 25, 2014, at 1:30 p.m.

                         About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed
Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-
32541) on July 17, 2012.  Judge Harry C. Dees, Jr., presides over
the case.  Daniel Freeland, Esq., at Daniel L. Freeland &
Associates, P.C., represents the Debtors.  Moss Family disclosed
$6,609,576 in assets and $6,299,851 in liabilities as of the
Chapter 11 filing.


NATIONAL HOLDINGS: Swings to $1.5-Mil. Net Income in Fiscal 2013
----------------------------------------------------------------
National Holdings Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $1.56 million on $127.58 million of total revenues for
the year ended Sept. 30, 2013, as compared with a net loss of
$1.93 million on $118.64 million of total revenues during the
prior fiscal year.

As of Sept. 30, 2013, the Company had $29.51 million in total
assets, $13.71 million in total liabilities and $15.79 million in
total stockholders' equity.

RBSM LLP, in New York, did not issue a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2013.

The Company's prior accountants, Sherb & Co., LLP, in Boca Raton,
Florida, previously expressed substantial doubt about the
Company's ability to continue as a going concern.  The former
accountants noted that the Company has incurred significant losses
and has a working capital deficit as of Sept. 30, 2012.

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

                        http://is.gd/WxOzfk

                       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.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of
National Holdings until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


NCR CORP: Moody's Corrects Text of Dec. 5 Release
-------------------------------------------------
Moody's Investors Service corrected its Dec. 5, 2013 ratings
release on NCR Corporation, where Moody's rated new NCR notes Ba3;
confirmed Corporate Family Rating at Ba2 and changed outlook to
negative on Digital Insight acquisition.

In the last sentence of the first paragraph, Moody's changed the
action on the SGL-2 short term liquidity assessment to affirmed
from maintained.


NEW LIFE INT'L: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: New Life International
        Gullett Sanford Robinson & Martin, PLLC
        c/o G. Rhea Bucy
        150 3rd Ave South, Suite 1700
        Nashville, TN 37201

Case No.: 13-10974

Type of Business: A Religious Corporation

Chapter 11 Petition Date: December 31, 2013

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Hon. Randal S. Mashburn

Debtor's Counsel: Rhea G. Bucy, Esq.
                  GULLETT, SANFORD, ROBINSON, MARTIN
                  150 Third Avenue South, Suite 1700
                  Nashville, TN 37201
                  Tel: 615 244-4994
                  Fax: 615 256-6339
                  Email: Rbucy@GSRM.com

                    - and -

                  Deaver Hiatt Collins, Esq.
                  GULLETT SANFORD ROBINSON & MARTIN PLLC
                  150 Third Avenue South, Suite 1700
                  Nashville, TN 37201
                  Tel: 615-244-4994
                  Fax: 615-256-6339
                  Email: hcollins@gsrm.com

                    - and -

                  Thomas H. Forrester, Esq.
                  GULLETT SANFORD ROBINSON & MARTIN
                  150 Third Avenue South, Suite 1700
                  Nashville, TN 37201
                  Tel: 615 244-4994
                  Fax: 615 256-6339
                  Email: TForrester@GSRM.COM

                    - and -

                  Taylor M. Harris, Jr., Esq.
                  GULLETT SANFORD ROBINSON & MARTIN, PLLC
                  150 Third Avenue South, Suite 1700
                  Nashville, TN 37201
                  Tel: 615 244-4994
                  Fax: 615 256-6339
                  Email: THARRIS@GSRM.COM

                    - and -

                  Linda W. Knight, Esq.
                  GULLETT SANFORD ROBINSON & MARTIN
                  150 Third Avenue South, Suite 1700
                  Nashville, TN 37201
                  Tel: 615 244-4994
                  Fax: 615 256-6339
                  Email: LKNIGHT@GSRM.COM

Debtor's          KRAFT CPAS TURNAROUND & RESTRUCTURING GROUP
Financial         PLLC
Consultants:

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Robby McGee, president.

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


NORTHERN TOOL: S&P Withdraws 'B+' CCR Following Debt Repayment
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B+' corporate credit rating, on Burnsville, Minn.-based
construction equipment provider Northern Tool & Equipment Co. Inc.
at the company's request.  The company repaid all of its rated
debt after completing a refinancing transaction.  The rating
outlook at the time of the withdrawal was stable.


ORAGENICS INC: Randal Kirk Held 27.3% Equity Stake at Dec. 18
-------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Randal J. Kirk disclosed that as of Dec. 18,
2013, he beneficially owned 9,839,221 shares of common stock of
Oragenics, Inc., representing 27.3 percent of the shares
outstanding.  Mr. Kirk previously reported beneficial ownership of
9,140,980 common shares or 26.2 percent equity stake as of
Nov. 20, 2013.  A copy of the regulatory filing is available at:

                        http://is.gd/twCAmI

                        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.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of
Oragenics until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


ORMET CORP: Sale of Excess Assets Approved
------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Ormet's sale of certain assets, pursuant to the order establishing
procedures for the sale of excess assets and granting related
relief.

As previously reported, "the Company proposes to sell certain
assets to Noranda Aluminum, pursuant to an agreement dated
December 17, 2013... Subject to further order of the Court, the
Debtors propose to sell the Assets to the Purchaser on an 'as is'
basis, free and clear of all liens, claims, or encumbrances
therein, pursuant to section 363(f) of the Bankruptcy Code.  The
consideration for the sale is $950/MT ($653,600).  The Debtors'
inventory value as derived from the borrowing base formula is
$918.89/MT ($632,265)."

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Affiliates that separately filed Chapter 11 petitions are Ormet
Primary Aluminum Corporation; Ormet Aluminum Mill Products
Corporation; Specialty Blanks Holding Corporation; and Ormet
Railroad Corporation.

Ormet emerged from a prior bankruptcy in April 2005.  Lender
Wayzata Investment Partners LLC is among existing owners.  Others
are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund.

In the 2013 case, Ormet is represented in the case by Morris,
Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J.
Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim
Martin Lewis, Esq., Patrick D. Burns, Esq.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.

An official committee of unsecured creditors was appointed in the
case in March 2013.  The Committee is represented by Rafael X.
Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M.
Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S.
Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein
Sandler LLP.


OVERLAND STORAGE: Cyrus Capital Held 20% Equity Stake at Dec. 19
----------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Cyrus Capital Partners, L.P., and its
affiliates disclosed that as of Dec. 19, 2013, they beneficially
owned 7,945,500 shares of common stock of Overland Storage, Inc.,
representing 19.99 percent of the shares outstanding.

Cyrus Funds acquired, as of Dec. 19, 2013, New Notes totaling
$2,000,000 pursuant to the amended and restated Note Purchase
Agreement dated Nov. 1, 2013, with the Cyrus Funds and certain
other note purchasers party hereto, which amended and restated the
Note Purchase Agreement dated Feb. 12, 2013, between the Issuer,
the Cyrus Funds and the other note purchasers.  The purchase of
those New Notes was funded on Dec. 24, 2013.  The New Notes are
convertible by the holder into a number of shares of Common Stock
equal to the principal amount of the New Notes being converted
divided by $1.00.  The Cyrus Funds used their respective fund
reserves to purchase New Notes.

A copy of the regulatory filing is available for free at:

                        http://is.gd/9MRaNR

                       About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

Overland Storage incurred a net loss of $19.64 million on $48.02
million of net revenue for the fiscal year ended June 30, 2013, as
compared with a net loss of $16.16 million on $59.63 million of
net revenue during the prior fiscal year.  The Company's balance
sheet at June 30, 2013, showed $31.40 million in total assets,
$41.69 million in total liabilities and a $10.29 million total
shareholders' deficit.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013, citing recurring losses and negative
operating cash flows which raise substantial doubt about the
Company's ability to continue as a going concern.


PALM GARDENS MOBILE: Case Summary & 3 Unsecured Creditors
---------------------------------------------------------
Debtor: Palm Gardens Mobile Home Park, L.C.
           dba Palm Gardens
           dba Palm Gardens Fish Camp
           dba Palm Gardens Trailer Park
           dba Palm Gardens Restaurant & Marina
        1661 Palm Garden Street
        Tavares, FL 32778

Case No.: 13-15557

Chapter 11 Petition Date: December 31, 2013

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Christopher R Thompson, Esq.
                  LATHAM,SHUKER,EDEN & BEAUDINE, LLP
                  111 N. Magnolia Avenue, Suite 1400
                  Orlando, FL 32801
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  Email: bknotice@lseblaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Keith Buse, managing member.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb13-15557.pdf


PERSONAL COMMUNICATIONS: Files Plan & Sets Jan. 27 Outline Hearing
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Personal Communications Devices LLC, once a
distributor of wireless communications devices, filed a
liquidating Chapter 11 plan and scheduled a Jan. 27 hearing for
approval of accompanying explanatory disclosure materials.

According to the report, PCD sold the business in mid-October to
competitor Quality One Wireless LLC under a contract with a $105
million sticker price. The sale fully paid off $105 million in
secured debt either in cash or from the buyer giving second-lien
creditors a note for the debt.

The disclosure statement contains blank spaces where unsecured
creditors will be told the universe of claims in their class.
Likewise, the disclosure statement has blanks telling creditors
how much to expect in terms of a recovery.

The recovery by unsecured creditors could be enhanced by success
in a lawsuit filed in October alleging that the claim of
second-lien lenders should be treated as an equity contribution or
subordinated to other creditors' claims.

The plan in substance distributes remaining assets in the order of
priority contained in bankruptcy law. If the disclosure statement
is approved on schedule, PCD is aiming for a March 10 confirmation
hearing in Central Islip, New York, to approve the plan.

Along with the sale, there was a settlement where the buyer gave
$500,000 for winding down the bankruptcy case and $3 million to
pay expenses of the Chapter 11 effort.

                             About PCD

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y.  The Debtor disclosed $247,952,684 in
assets and $284,985,134 in liabilities as of the Chapter 11
filing.

PCD -- http://www.pcdphones.com-- provides both carriers and
manufacturers an array of product life cycle management services
that includes planning and development; inventory; technical
testing; quality control; forward and reverse logistics; sell-in
and sell-thru, marketing & warranty support.  Its extensive
portfolio of high-quality and versatile wireless devices includes
feature phones, smart phones, tablets, mobile hotspots, modems,
routers, fixed wireless, M2M, GPS, and other innovative wireless
connectivity devices and accessories.  PCD is based in Hauppauge,
New York; and maintains operations facilities in Brea, California;
and Toronto, CA.

PCD filed for bankruptcy with a deal to sell the operations to
Quality One Wireless LLC for $105 million, absent a higher bid at
auction.

Bankruptcy Judge Alan S. Trust oversees the case.  Attorneys at
Goodwin Procter, LLP and Togut, Segal & Segal, LLP serve as
counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC, is the
claims and notice agent.  BG Strategic Advisors, LLC, is the
financial advisor.  Richter Consulting, Inc., is the investment
banker.

The petitions were signed by Raymond F. Kunzmann as chief
financial officer.

Q1W is advised by Raymond James and Associates, Inc. and Munsch
Hardt Kopf & Harr, P.C.

A three-member official committee of unsecured creditors was
appointed in the Chapter 11 case.  The Committee retained FTI
Consulting, Inc., as financial advisor, and Perkins Coie LLP as
counsel.


PHYSIOTHERAPY HOLDINGS: Chapter 11 Plan Declared Effective
----------------------------------------------------------
BankruptcyData reported that Physiotherapy Holdings' Joint
Prepackaged Plan of Reorganization became effective, and the
Company emerged from Chapter 11 protection.

The Court confirmed the Plan on December 17, 2013. According to
the documents filed with the Court, "The...prepackaged chapter 11
plan of reorganization...will achieve the Debtors' restructuring
goals by (a) reducing the Debtors' total funded indebtedness
(including interest) by approximately 62%, from approximately $375
million as of October 10, 2013 to approximately $144 million (b)
providing the Debtors' with reasonable, long term financing and
access to incremental commitments that will enable the Debtors to
support their go-forward business needs and (c) providing for the
establishment and funding of a litigation trust to consolidate and
coordinate prosecution of certain claims and Causes of Action of
the Contributing Claimants."

                   About Physiotherapy Holdings

Physiotherapy Holdings, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
13-12965) on Nov. 12, 2013.  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.

Roberta A. Deangelis, the United States Trustee for Region 3
notified the U.S. Bankruptcy Court for the District of Delaware
that a committee of unsecured creditors has not been appointed
in the Chapter 11 cases of Physiotherapy Holdings, Inc.


PHYSIOTHERAPY HOLDINGS: Alvarez & Marsal Okayed to Provide CRO
--------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware has granted Physiotherapy Holdings, Inc., and its
debtor-affiliates permission 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.

As reported by the Troubled Company Reporter on Dec. 2, 2013, the
Debtors require Alvarez & Marsal to, among other things, perform a
financial review of the Debtors, including its short and long-term
projected cash flows and operating.

                   About Physiotherapy Holdings

Physiotherapy Holdings, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
13-12965) on Nov. 12, 2013.  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.

Roberta A. Deangelis, the United States Trustee for Region 3
notified the U.S. Bankruptcy Court for the District of Delaware
that a committee of unsecured creditors has not been appointed
in the Chapter 11 cases of Physiotherapy Holdings, Inc.


QIMONDA AG: U.S. Patents Protected in Foreign Insolvencies
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a foreign company enlisting the assistance of U.S.
courts under Chapter 15 of the Bankruptcy Code is barred from
terminating licenses of U.S. patents, according to an opinion by
the U.S. Court of Appeals in Richmond, Virginia.

The case involved Qimonda AG, a chipmaker that initiated
insolvency proceedings in 2009 in Germany.  The German insolvency
administrator invoked protection in the U.S. under Chapter 15 when
the bankruptcy court in Alexandria, Virginia, determined that
Germany was home to the foreign-main bankruptcy proceeding.

The German administrator took the position that German law allows
him to terminate licenses to utilize Qimonda's 4,000 U.S. patents.
The Qimonda licenses typically were part of cross-licensing
arrangements where the licensees gave Qimonda rights to use their
patents.

Technology companies including Intel Corp. and International
Business Machines Corp. objected, contending they were entitled to
protection under Section 365(n) of the Bankruptcy Code, which
gives a patent licensee the right to continue using a license even
if it's terminated in bankruptcy.

The bankruptcy court ultimately sided with the licensees.  The
German administrator took a direct appeal to the Fourth Circuit
appeals court in Richmond, which upheld the lower court in a
44-page opinion on Dec. 3.

The case turned on the interpretation of Sections 1521 and 1522 of
the Bankruptcy Code. Section 1521 allows the U.S. court to grant
the foreign representative additional powers that would be
available in an ordinary U.S. bankruptcy.

Section 1522 imposes a limitation on Section 1521 by providing
that the interests of creditors must be "sufficiently protected."

Chapter 15 isn't a full-blown reorganization like Chapter 11. It
allows a foreign company to secure protection from creditor
actions in the U.S. and enables the U.S. court to assist the
foreign court handling the main bankruptcy.

Employing a balancing test, Qimonda's U.S. bankruptcy judge
concluded that creditors wouldn't be sufficiently protected unless
Section 365(n) were available by allowing patent licensees to
continue using licenses, regardless of German law.  Circuit Judge
Paul v. Niemeyer agreed with the lower court, even though imposing
Section 365(n) would diminish the value of patents for the German
administrator.

Judge Niemeyer said that Section 1522 "requires the bankruptcy
court to ensure the protection of both the creditors and the
debtor." That section also requires ensuring that use of Section
1521 "does not impinge excessively on any one entity's interests,"
he said.

The answer in any particular case results from "balancing the
respective interests based on the relative harms and benefits,"
Judge Niemeyer said.

The bankruptcy judge also found that allowing use of German law to
terminate patent licenses would violate Bankruptcy Code Section
1506 for being "manifestly contrary to the public policy of the
U.S." Judge Niemeyer didn't reach the issue under Section 1506.

Judge Niemeyer said his analysis is the same as that of the U.S.
Court of Appeals in New Orleans in a 2012 opinion involving
Mexican glassmaker Vitro SAB.

Combined with a Chapter 15 decision this month from the U.S. Court
of Appeals in New York in a case called Drawbridge, critics can
argue that U.S. courts aren't fulfilling one of the primary
objectives of Chapter 15 in supporting foreign courts supervising
bankruptcies of companies based abroad.

The German administrator filed papers in the appeals court on Dec.
17 seeking rehearing before all active judges in the circuit.

The Chapter 15 case of the Qimonda parent was running parallel to
a Chapter 11 reorganization for the U.S. subsidiary Qimonda
Richmond LLC. Based in Cary, North Carolina, the U.S. Qimonda
company filed under Chapter 11 in February 2009 and sold most of
the assets to Texas Instruments Inc. It confirmed a liquidating
Chapter 11 plan in September 2011.

The appeal is Jaffe v. Samsung Electronics Co., 12-1802, U.S.
Court of Appeals for the Fourth Circuit (Richmond).

                         About Qimonda AG

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- was a global
memory supplier with a diversified DRAM product portfolio.  The
Company generated net sales of EUR1.79 billion in financial year
2008 and had -- prior to its announcement of a repositioning of
its business -- roughly 12,200 employees worldwide, of which
1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond, Va.

Qimonda AG commenced insolvency proceedings in a local court in
Munich, Germany, on Jan. 23, 2009.  On June 15, 2009, QAG filed
a petition (Bankr. E.D. Va. Case No. 09-14766) for relief under
Chapter 15 of the U.S. Bankruptcy Code.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR sought Chapter 11 protection (Bankr.
D. Del. Case No. 09-10589) on Feb. 20, 2009.  Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Lee E. Kaufman, Esq., at
Richards Layton & Finger PA, in Wilmington Delaware; and Mark
Thompson, Esq., Morris J. Massel, Esq., and Terry Sanders, Esq.,
at Simpson Thacher & Bartlett LLP, in New York City, represented
the Debtors as counsel.  Roberta A. DeAngelis, the United States
Trustee for Region 3, appointed seven creditors to serve on an
official committee of unsecured creditors.  Jones Day and Ashby &
Geddes represented the Committee.  In its bankruptcy petition,
Qimonda Richmond, LLC, estimated more than US$1 billion in assets
and debts.  The information, the Chapter 11 Debtors said, was
based on QR's financial records which are maintained on a
consolidated basis with QNA.

In September 2011, the Chapter 11 Debtors won confirmation of
their Chapter 11 liquidation plan which projects that unsecured
creditors with claims between US$33 million and US$35 million
would have a recovery between 6.1% and 11.1%.  No secured claims
of significance remained.


RIVERBED TECHNOLOGY: S&P Withdraws 'BB' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings,
including the 'BB' corporate credit rating, on San Francisco-based
Riverbed Technology Inc. at the issuer's request.  S&P also
withdrew at the company's request the 'BBB-' senior secured bank
loan rating and recovery rating of '1'.

"The rating actions follow Riverbed Technology's refinancing of
all of its obligations under the credit agreement dated Dec. 18,
2012," said Standard & Poor's credit analyst Katarzyna Nolan.


SB PARTNERS: Had $296,000 Net Loss in Second Quarter
----------------------------------------------------
SB Partners filed with the U.S. Securities and Exchange Commission
on Dec. 23, 2013, its quarterly report on Form 10-Q for the second
quarter of 2013.  The late-filed Form 10-Q disclosed a net loss of
$296,015 on $626,103 of total revenues for the three months ended
June 30, 2013, as compared with a net loss of $261,154 on $642,766
of total revenues for the same period a year ago.

For the six months ended June 30, 2013, the Company reported a net
loss of $568,800 on $1.24 million of total revenues as compared
with a net loss of $541,675 on $1.28 million of total revenues for
the same period during the prior year.

The Company's balance sheet at June 30, 2013, showed $17.54
million in total assets, $21.90 million in total liabilities and a
$4.36 million total partners' deficit.

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

                         http://is.gd/Snavot

                          About SB Partners

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.  As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

SB Partners incurred a net loss of $1.10 million in 2012 as
compared with a net loss of $1.02 million in 2011.


SCIENTIFIC LEARNING: Amends License Agreement With Posit
--------------------------------------------------------
Scientific Learning Corporation and Posit Science Corporation
executed Amendment No. 3 to the SLC License Agreement, effective
as of Sept. 30, 2003, and amended by Amendment No. 1, dated July
1, 2010, and Amendment No. 2, dated June 25, 2010, with an
effective date of Dec. 11, 2013.

The original License Agreement granted Posit licenses in the
Health Field to issued and pending patents held by Scientific
Learning.  Posit's licenses in the Health Field to many of the
patents were exclusive.  Under the Amendment, Posit agreed to make
the exclusive licenses to 16 of the patents non-exclusive.  Posit
also agreed to amend the definition of Health Field as it applies
to all non-exclusive licenses so as to reserve for Scientific
Learning the field of Fitting of Hearing Aids and Cochlear
Implants.

In exchange for the changes in the license terms set forth in the
Amendment, Scientific Learning agreed to a 90 percent reduction in
Posit's annual minimum royalty payment of $150,000 and in the
Applicable Base Royalty Percentage of New Sales set forth in the
License Agreement.  Accordingly, the annual minimum royalty
payment is now $15,000 per year and the Applicable Base Royalty
Percentage is now 0.4 percent of Net Sales.

A copy of the Amendment is available for free at:

                        http://is.gd/Qy4XNH

                    About Scientific Learning Corp

Scientific Learning is an education company.  The Company
accelerates learning by applying proven research on how the brain
learns in online and on-premise software solutions.  The Company
provides its learning solutions primarily to United States K-12
schools in traditional brick-and-mortar, virtual or blended
learning settings and also to parents and learning centers, in
more than 40 countries around the world.  The Company's sales are
concentrated in K-12 schools in the U.S., which in during the year
ended December 31, 2011 were estimated to total over 116,000
schools serving approximately 55 million students in almost 14,000
school districts. During the year ended Dec. 31, 2011, the K-12
sector accounted for 87 percent of the sales of the Company.

The Company reported a net loss of $9.65 million in 2012, as
compared with a net loss of $6.47 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $13.24 million in total
assets, $19.82 million in total liabilities and a $6.57 million
net capital deficiency.

In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2012, Ernst & Young, LLP, in San Jose,
Cal., expressed substantial doubt Scienfic Learning's ability to
continue as a going concern, citing the Company's recurring losses
from operations, deficiency in working capital and its need to
raise additional capital.


SHUANEY IRREVOCABLE: Court Dismisses Chapter 11 Case
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida has
dismissed Shuaney Irrevocable Trust's bankruptcy case, with one-
year injunction as to filing another Chapter 11 case.  The U.S.
Trustee's motion to dismiss or convert the Debtor's case to one
under Chapter 7 is moot.

On Nov. 27, 2013, the Debtor filed a motion asking the Court to
dismiss its bankruptcy case.  The Debtor said that its undersigned
attorney discussed its dismissal motion with the attorney for
major creditor Beach Community Bank and was advised that the
creditor consents to the dismissal of the case.  The other major
creditors in this case are Independent Bankers' Bank of Florida
and Adam's Homes of Northwest Florida.  IBBF, according to the
Debtor, obtained relief from stay and authority from the Court to
liquidate its collateral consisting of the shares of stock owned
by the Debtor and Beach Community Bank.  A settlement agreement
was also entered into a pending state court action which, once
consummated, will resolve claims between the Debtor and Adam's
Homes, the Debtor added.

On Dec. 19, Beach Community Bank filed a memorandum of law in
support of the Debtor's motion to dismiss its Chapter 11 case.

Guy G. Gebhardt, Acting U.S. Trustee for Region 21, filed on
Dec. 10, 2013, his own motion to have the Debtor's bankruptcy case
dismissed or have it converted to one under Chapter 7, claiming
that the Debtor's dismissal motion did not address the failure to
file August and September monthly financial reports or the payment
of quarterly fees to the U.S. Trustee, both of which should be
conditions for the dismissal of the case.  The U.S. Trustee
claimed in his Dec. 10 filing that as of Dec. 10, 2013, he has no
record of the payment of these fees.  In the absence of
disbursement information for the months of August and September
2013, the U.S. Trustee estimated fees are owed for the third
quarter of 2013 in the amount of $325 plus interest.  Fees for the
third quarter remain unpaid.

In a court filing dated Dec. 18, 2013, IBBF said that it supported
the U.S. Trustee's motion to convert the Debtor's Chapter 11 case
to a case under Chapter 7.  IBBF asserted in the filing that
(i) if the bankruptcy case is dismissed, then creditors will be
prejudiced; and (ii) the appointment of an independent trustee
will, inter alia: (a) ensure equal distribution to creditors under
the priority set forth in the Bankruptcy Code, (b) allow for
claims under Chapter 5 of the Bankruptcy Code to be investigated
and possibly pursued, and (c) ensure that the estate's interests
in any settlement payment or recovery from Adams Homes.

IBBF is represented by:

         AKERMAN LLP
         Jacob A. Brown, Esq.
         April G. Hosford, Esq.
         50 North Laura Street, Suite 3100
         Jacksonville, FL 32202
         Tel: (904) 798-3700
         Fax: (904) 798-3730
         E-mail: jacob.brown@akerman.com
                 april.hofsord@akerman.com

Beach Community is represented by:

         MOORE, HILL & WESTMORELAND, P.A.
         Yancey F. Langston, Esq.
         220 West Garden Street
         9th Floor, SunTrust Tower
         Post Office Box 13290
         Pensacola, Florida 32591-3290
         Tel: (850) 434-3541
         Fax: (850) 435-7899

                About Shuaney Irrevocable Trust

Shuaney Irrevocable Trust, in Fort Walton Beach, Florida, filed
for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-31887) on
Dec. 1, 2011.  The Debtor scheduled $20,996,723 in assets and
$19,625,890 in debts.  The Law Office of Mark Freund serves as
counsel to the Debtor.  Judge William S. Shulman presides over the
case.  The U.S. Trustee for Region 21 was unable to appoint an
Official Committee of Unsecured Creditors of Shuaney Irrevocable
Trust.


SIMPLY WHEELZ: Arranges to Lease 750 Vehicles
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Advantage Rent A Car continues to line up financing
and auto leases pending completion of a sale to Catalyst Capital
Group Inc.

According to the report, the company received permission on
Dec. 30 from the U.S. Bankruptcy Court in Jackson, Mississippi, to
lease as many as 750 vehicles from Courtney Leasing Inc. Advantage
filed for Chapter 11 reorganization on Nov. 5 and held an auction
to sell the business on Dec. 9.

Formally named Simply Wheelz LLC and based in Ridgeland,
Mississippi, the company is also in the process of obtaining
additional financing of as much as $100 million to facilitate the
Courtney transactions.

Advantage received court approval on Dec. 19 for a settlement with
Hertz Global Holdings Inc. which assures its use of vehicles
acquired when Franchise Services of North America NA bought the
business and 24,000 vehicles from Hertz. Hertz was forced by
regulators to divest Advantage as a condition to antitrust
clearance for buying the Dollar Thrifty business.

Hertz claimed that it had terminated the vehicle leases just
before bankruptcy. Advantage disagreed.

The settlement enables a buyer of the Advantage business to
continue using the Hertz fleet. The settlement also calls for
Hertz to pay the purchaser $2.75 million in satisfaction of claims
under the purchase agreement.

The bankruptcy court has set a March 5 deadline for Advantage to
file a reorganization plan.

                    About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
estimated assets and debt in excess of $100 million.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.


SMILEY DENTAL: Inpatient Services Not Required for Ombudsman
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a medical facility isn't required to provide
inpatient services before the appointment of a patient ombudsman
is required, according to U.S. Bankruptcy Judge Michael Lynn in
Fort Worth, Texas.

According to the report, the bankruptcy reorganization of a
"health care business" requires appointment of an "ombudsman" to
represents patients' interests unless the appointment "is not
necessary for the protection of patients," according to Section
333 of the Bankruptcy Code.

Judge Lynn parted company with courts requiring that the
institution provide inpatient services before an ombudsman is
mandatory.

The case involved a chain of 19 clinics providing routine
outpatient dental services. In his Dec. 18 opinion, Judge Lynn
differed with the U.S. Trustee, who advocated a line of cases
taking the position that an institution must have inpatient
services before an ombudsman kicks in.

Judge Lynn said the statute contains no requirement about
inpatient services. Otherwise, the clinics "likely" were a "health
care business," he said.

The judge didn't actually decide the inpatient issue because he
went on to conclude that an ombudsman wasn't required on other
grounds.

Judge Lynn said that bankruptcy was the result of weak cash flow
stemming from falling reimbursement rates. The business had no
record of malpractice complaints and thus no need for an
ombudsman.

The case is In re Smiley Dental Arlington PLLC, 13-
bk-44805, U.S. Bankruptcy Court, Northern District of Texas
(Fort Worth).  Judge Michael Lynn presides over the Chapter 11
case.  Eric A. Liepins, Esq., at ERIC A. LIEPINS, P.C., in Dallas,
Texas, represents the Debtors.


SPENDSMART PAYMENTS: Amends Purchase Pact with SMS Masterminds
--------------------------------------------------------------
The SpendSmart Payments Company filed an amendment to its current
report originally filed with the U.S. Securities and Exchange
Commission on Oct. 16, 2013.  The purpose of the Amendment was to
file an Amended and Restated Asset Purchase Agreement.

On Dec. 18, 2013, the Company, through its wholly owned subsidiary
The SpendSmart Payments Company, entered into an Amended and
Restated Asset Purchase Agreement with Intellectual Capital
Management, Inc., d/b/a SMS Masterminds, whereby, upon the
completion of certain closing conditions, the Company will
purchase substantially all of the assets of SMS.  On Dec. 18,
2013, the Company, the Subsidiary and Alex Minicucci, the chief
executive officer of SMS, entered into a Goodwill Purchase
Agreement whereby upon the completion of certain closing
conditions, the Company will purchase substantially all of the
goodwill owned by Mr. Minicucci relating to SMS.

In addition to standard and customary closing deliverables, as
further set forth in the Asset Purchase Agreement, as a condition
to the closing of the Agreement: (i) the Company will enter into
an employment agreement with Alex Minicucci, currently the
president and chief executive officer of SMS; (ii) the Company
will enter into an employment agreement with Luke Wallace,
currently the vice president of Operations of SMS; (iii) the
Company will complete an equity financing; and (iv) the Company
shall have completed its due diligence of the assets and business
of SMS, to its sole satisfaction.

Pursuant to the Goodwill Purchase Agreement, the Company will
purchase the goodwill for that consideration.  The Goodwill
Purchase Agreement contains standard and customary closing
deliverables and conditions.

A copy of the Amended Purchase Agreement is available at:

                       http://is.gd/K40fuh

                         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.


ST. FRANCIS HOSPITAL: Hearing on Asset Sale Set for Jan. 21
-----------------------------------------------------------
St. Francis' Hospital, Poughkeepsie, New York, et al., sought and
obtained authority from the U.S. Bankruptcy Court for the Southern
District of New York to implement procedures governing the
proposed sale of all or substantially all of their assets.

If more than one qualified bid has been received by the Debtors,
an auction will commence on Feb. 13, 2014, at 9:00 a.m.
(prevailing Eastern time), at the offices of the Debtors'
attorneys, Nixon Peabody, LLP, in New York.  Potential bidders
must submit a timely and compliant expression of interest so as to
be received by no later than Jan. 10, 2014, at 5:00 p.m. (Eastern
prevailing time).

The amount of the purchase price in the bid must provide for net
cash that is higher or better than Health Quest Systems Inc.'s
$24,150,000 offer.  Other bidder's purchase price must also
include the amount of the Break-Up Fee plus the maximum amount of
the Expense Reimbursement Fee, plus $200,000.

The objection deadline to any proposed sale is Feb. 11, 2013, if
at least one timely compliant Expression of Interest is received.
If the Debtors do not receive one timely compliant Expression of
Interest, the objection deadline is Jan. 14.  With respect to
assigned contracts, objections to the assumption and assignment of
any contract are due Jan. 14.

If no party submits a timely compliant Expression of Interest, the
Debtors will so inform the Bankruptcy Court and the Sale Hearing
will be conducted by the Bankruptcy Court on Jan. 21.  If there is
at least one timely compliant Expression of Interest, the Sale
Hearing will be conducted on Feb. 18.

St. Francis' Hospital, Poughkeepsie, New York, and its four
affiliates sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.
The case is assigned to Judge Cecelia G. Morris.  The Debtors'
counsel is Christopher M. Desiderio, Esq., at Nixon Peabody LLP,
in New York.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.


ST. FRANCIS HOSPITAL: Has Until Jan. 31 to File Schedules
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave St. Francis' Hospital, Poughkeepsie, New York, et al., until
Jan. 31, 2014, to file their schedules of assets and liabilities
and statements of financial affairs.

St. Francis' Hospital, Poughkeepsie, New York, and its four
affiliates sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.
The case is assigned to Judge Cecelia G. Morris.  The Debtors'
counsel is Christopher M. Desiderio, Esq., at Nixon Peabody LLP,
in New York.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.


ST. FRANCIS HOSPITAL: Can Hire BMC Group as Claims Agent
--------------------------------------------------------
St. Francis' Hospital, Poughkeepsie, New York, et al., sought and
obtained authority from the U.S. Bankruptcy Court for the Southern
District of New York to employ BMC Group Inc. as official claims
and noticing agent.

St. Francis' Hospital, Poughkeepsie, New York, and its four
affiliates sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.
The case is assigned to Judge Cecelia G. Morris.  The Debtors'
counsel is Christopher M. Desiderio, Esq., at Nixon Peabody LLP,
in New York.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.


ST. FRANCIS HOSPITAL: Has Interim Approval to Pay Critical Vendors
------------------------------------------------------------------
St. Francis' Hospital Poughkeepsie, New York, et al., sought and
obtained interim authority from the U.S. Bankruptcy Court for the
Southern District of New York to pay prepetition claims of
critical vendors, in amounts not to exceed $750,000 in the
aggregate.

A final hearing will be held on Jan. 21, 2014, at 11:00 a.m.
(prevailing Eastern time).  If no objections are filed, the Court
may enter the final order without further notice or hearing.

St. Francis' Hospital, Poughkeepsie, New York, and its four
affiliates sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.
The case is assigned to Judge Cecelia G. Morris.  The Debtors'
counsel is Christopher M. Desiderio, Esq., at Nixon Peabody LLP,
in New York.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.


T-L CONYERS: Can Use Cole Taylor's Cash Collateral Until Feb. 28
----------------------------------------------------------------
The Hon. Philip Klingeberger of the U.S. Bankruptcy Court for the
Northern District of Indiana, according to T-L Cherokee South
LLC's case docket, authorized the use of cash collateral which
lender Cole Taylor Bank asserts an interest.

In a telephonic conference held Dec. 18, 2013, the parties agreed
to extending interim access to cash collateral until Feb. 28,
2014.

A further hearing on the use of cash collateral will be held on
Feb. 19, at 11:45 a.m.

As of the Petition Date, the Debtor owed the lender the principal
amount of $14,392,500 and $92,280 in interest and fees.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender replacement
liens on postpetition assets, and make timely full premiums for
all insurance policies required under the terms of prepetition
loan documents.  The Debtor will also properly maintain, manage
protect and preserve the property.

                        About T-L Cherokee

T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates
sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013.

The Debtors are represented by David K. Welch, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago.

The Debtors own various shopping centers in Georgia and Kansas.
T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated
assets and debts of $10,000,001 to $50,000,000.  T-L Cherokee owns
and operates a commercial shopping center in Overland Park, Kansas
known as "Cherokee South Shopping Center".

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection
(Case No. 12-22623) on July 11, 2012.


TRANS ENERGY: Unit Hikes Credit Facility by $7.5 Million
--------------------------------------------------------
Trans Energy, Inc.'s wholly owned subsidiary, American Shale
Development, Inc., amended the amended and restated credit
agreement by and among American Shale, several other financial
institutions parties thereto as lenders, and Chambers Energy
Management, LP, as the administrative agent.  The amendment
increased the principal amount of the borrowings under Tranche A
of the facility by $7.5 million.  There were no other changes to
the terms of the Tranche A loans under the A&R Credit Agreement.

On the same date, American Shale entered into an agreement with
the holders of warrants representing 19.5 percent of the stock of
American Shale whereby American Shale agreed to purchase the
warrants from the holders for $9 million.  The proceeds from the
increased borrowings under the A&R Credit Agreement were used to
partially fund the purchase of the warrants from the holders.

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

                        http://is.gd/Kgm1sq

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

                        http://is.gd/DYO99r

                        About Trans Energy

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

Trans Energy incurred a net loss of $21.20 million in 2012 as
compared with net income of $8.92 million in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $83.06
million in total assets, $85.46 million in total liabilities and a
$2.40 million total stockholders' deficit.


TRIGEANT LTD: U.S. Trustee Unable to Form Committee
---------------------------------------------------
The United States Trustee said that an official committee under
11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case
of Trigeant, Ltd.

The United States Trustee attempted to solicit creditors
interested in serving on the Unsecured Creditors' Committee from
the 20 largest unsecured creditors.  After excluding governmental
units, secured creditors and insiders, the U.S. Trustee has been
unable to solicit sufficient interest in serving on the Committee,
in order to appoint a proper Committee.

The U.S. Trustee reserves the right to appoint such a committee
should interest developed among the creditors.

                       About Trigeant Ltd.

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.
Judge Hon. Erik P. Kimball presides over the case.


TRIGEANT LTD: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Trigeant, Ltd., filed with the Bankruptcy Court for the Southern
District of Florida its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $30,000,000
  B. Personal Property            $4,931,779
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $22,565,193
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $58,466,936
                                 -----------      -----------
        TOTAL                    $34,931,779      $81,032,130

                       About Trigeant Ltd.

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.
Judge Hon. Erik P. Kimball presides over the case.


TRIGEANT LTD: Gets Interim OK to Hire Berger Singerman
------------------------------------------------------
Judge Erik P. Kimball issued an interim order authorizing
Trigeant, Ltd. to employ Berger Singerman LLP as general counsel.

The employment is approved pursuant to 11 U.S.C. 327(a), on an
interim basis, pending the final hearing on the request set for
January 9, 2014 at 1:30 p.m.

                       About Trigeant Ltd.

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.
Judge Hon. Erik P. Kimball presides over the case.


UNIFIED 2020: Court OKs Marshall Firm as Ch. 11 Trustee's Attorney
------------------------------------------------------------------
The Hon. Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas has granted Daniel J. Sherman, the
Chapter 11 trustee of Unified 2020 Realty Partners, LP,
authorization to employ The Marshall Firm to provide legal
services regarding the challenge of the taxable value of 2020 Live
Oak, Dallas, Texas.

Marshall Firm will assist the Trustee in maximizing the value of
the Debtor's Estate, as stated in the Engagement Letter,
including, as reasonably requested: representing the Trustee in
challenging the taxable value of the Property for 2011, 2012 and
2013.

                     About Unified 2020 Realty

Unified 2020 Realty Partners, LP, was formed in November 2007 to
own the real property and improvements located at 2020 Live Oak
Street, in Dallas, Texas.  The property is comprised of a 12-story
office building and an adjacent three-story parking garage and
annex.

Unified 2020 filed a petition under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in
Dallas on May 6, 2013.  The petition was signed by Edward Roush as
president of general partner.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

The Debtor consented to the appointment of a trustee, and on
Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11
trustee.  Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P.
serves as general bankruptcy counsel to the trustee.

The Debtor obtained permission from the Bankruptcy Court to
proceed with the pursuit of its disclosure statement and plan, in
tandem or parallel with any effort by the trustee to propose a
plan.


UPPER VALLEY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Upper Valley Commercial Corporation
        2769 Dartmouth College Highway
        North Haverhill, NH 03774

Case No.: 13-13110

Type of Business: A New Hampshire corporation performing services
                  in the areas of business and personal finance.

Chapter 11 Petition Date: December 31, 2013

Court: United States Bankruptcy Court
       District of New Hampshire Live Database (Manchester)

Debtor's Counsel: Peter N. Tamposi, Esq.
                  THE TAMPOSI LAW GROUP, P.C.
                  159 Main Street
                  Nashua, NH 03060
                  Tel: 603-204-5513
                  Email: peter@thetamposilawgroup.com

Debtor's Special
Securities and
Banking Counsel:  MCLANE, GRAF, RAULERSON & MIDDLETON, PA

Total Assets: $12.40 million

Total Debts: $11.58 million

The petition was signed by David Patten, president.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim   Claim Amount
   ------                     ---------------   ------------
Alfa M. Patten                                    $159,903

Alfa M. Patten                                    $135,390

Carl Patten, Jr.                                  $184,113

CHAF Trust                                        $160,611

Community Financial Service Group, LLC            $346,863
FBO Suzanne Bruckner
100 Main Street, Suite 260
Newport, VT 05855

Crystal Farr                                      $860,496
122 Trescott Road
Etna, NH 03750

David and Gloria Cota                             $295,562
2165 Colon Road
Sanford, NC 27330

David E. Patten                                 $2,955,000
2769 Dartmouth College Highway
North Haverhill, NH 03774

Deanne P. Mitchell                                $476,312
2769 Darmouth College Highway
North Haverhill, NH 03774

Dolores D. Patten                                 $172,763

Fadden Automotive, Inc.                           $287,532
P.O. Box 427
North Haverhill, NH 03774

Gladys Flanders                                   $143,845

Jean Kimlin                                       $208,037

Kimberly Hines                                    $238,834

Linda L. Flanders                                 $127,550

Paul C. Flanders                                  $157,644

Pollack Family Trust                              $150,000

Reginald B. Smith Revocable Trust                 $280,775
34 Bunga Road
Bath, NH 03740

Richard Hall and Shelby Hall                      $405,011
80 Cutting Hill Road
Pike, NH 03780

Suzanne Bruckner                                  $685,849
445 Highland Circle
Lyndonville, VT 05851


VIGGLE INC: Robert Sillerman Held 87.6% Equity Stake at Dec. 16
---------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Robert F.X. Sillerman disclosed that as of
Dec. 16, 2013, he beneficially owned 162,308,702 shares of common
stock of Viggle Inc. representing 87.6 percent of the shares
outstanding.  Mr. Sillerman previously reported beneficial
ownership of 112,606,913 common shares or 83.7 percent equity
stake as of Nov. 25, 2013.  A copy of the amended regulatory
filing is available for free at http://is.gd/m2Xw8t

                             About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  The Company's balance sheet at Sept. 30, 2013, showed
$16.06 million in total assets, $36.26 million in total
liabilities, $36.83 million in series A convertible redeemable
preferred stock, and a $57.04 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


VIGGLE INC: DAG Ventures Held 9.2% Equity Stake at Dec. 16
----------------------------------------------------------
DAG Ventures Management III, LLC, and its affiliates disclosed in
a Schedule 13G filed with the U.S. Securities and Exchange
Commission that as of Dec. 16, 2013, they beneficially owned
10,803,597 shares of common stock of Viggle Inc. representing 9.2
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/gwQRzT

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  The Company's balance sheet at Sept. 30, 2013, showed
$16.06 million in total assets, $36.26 million in total
liabilities, $36.83 million in series A convertible redeemable
preferred stock, and a $57.04 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


VIGGLE INC: Frazier Technology Held 6.23% Stake at Dec. 16
----------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Frazier Technology Ventures II, L.P., and its
affiliates disclosed that as of Dec. 16, 2013, they beneficially
owned 7,346,142 shares of common stock of Viggle Inc. representing
6.23 percent of the shares outstanding.  A copy of the regulatory
filing is available at http://is.gd/jt8tcH

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  The Company's balance sheet at Sept. 30, 2013, showed
$16.06 million in total assets, $36.26 million in total
liabilities, $36.83 million in series A convertible redeemable
preferred stock, and a $57.04 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


VIGGLE INC: Accel IX Associates Held 6.3% Stake at Dec. 16
----------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Accel IX Associates L.L.C. and its affiliates
disclosed that as of Dec. 16, 2013, they beneficially owned
7,380,208 shares of common stock of Viggle Inc. representing 6.3
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/P7tqxe

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  The Company's balance sheet at Sept. 30, 2013, showed
$16.06 million in total assets, $36.26 million in total
liabilities, $36.83 million in series A convertible redeemable
preferred stock, and a $57.04 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


WARNER SPRINGS: Court Grants Full Approval to Lee Stegall Hiring
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
issued an order granting in full Warner Springs Ranchowners
Association's request to employ Lee Stegall as its title search
professional.

The Court previously approved Mr. Stegall's employment but
reserved ruling on the retainer requested by the Debtor and Mr.
Stegall until after notice of the retainer is provided.

As reported in the Troubled Company Reporter on Sept. 25, 2013,
Tiffany L. Carrol, Acting U.S. Trustee, asked the Bankruptcy Court
to deny approval of Lee Stegall's employment on the basis that the
$4,000 postpetition retainer provided to Stegall was without prior
authorization from the Court.  The Debtor, in its response to the
U.S. Trustee's objection, stated that it will give notice of the
retainer as directed by the Court.

Having now satisfied this, the Court ruled that the Debtor is
authorized to pay an advance retainer of $4,000 to Mr. Stegall,
and Mr. Stegall may apply the advance retainer to his fees for his
services without further order of the Court.

                  About Warner Springs Ranchowners

Warner Springs Ranchowners Association, a California non-profit
mutual benefit corporation, filed for Chapter 11 protection
(Bankr. S.D. Cal. Case No. 12-03031) on March 1, 2012.  Judge
Louise DeCarl Adler presides over the case.  Megan Ayedemo, Esq.,
and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP, represent the
Debtor.  The Debtor has hired Andersen Hilbert & Parker LLP as
special counsel.  Timothy P. Landis, P.H., serves as the Debtor's
environmental consultant.

The Debtor's schedules disclosed $14,079,894 in assets and
$1,466,076 in liabilities as of the Chapter 11 filing.

Warner Springs Ranchowners Association managed and co-owned 2,300
acres of unencumbered rural land known as the Warner Springs Ranch
in San Diego County, California.  The improvements on the Property
include 250 cottage style hotel rooms, an 18 hole golf course,
service/gasoline station, tennis courts, an aquatics center, an
equestrian center, an airport, a spa, and two restaurants.


WESTMORELAND COAL: Moody's Puts Caa1 CFR on Review for Downgrade
----------------------------------------------------------------
Moody's placed all credit ratings of Westmoreland Coal Company on
review for downgrade, including the company's Corporate Family
Rating (CFR) of Caa1, Probability of Default Rating of Caa1-PD,
and senior secured ratings of Caa1. The SGL-3 rating is unchanged
but could be revised upon conclusion of the review. The review was
prompted by the company's December 24, 2013 announcement that it
has entered into an agreement to acquire the Prairie and Mountain
coal mining operations of Sherritt International Corporation for
approximately $435 million. These operations include seven
producing thermal coal mines in the Canadian provinces of Alberta
and Saskatchewan, a 50% interest in an activated carbon plant and
a Char production facility.

RATINGS RATIONALE

The review was prompted by the transformative nature of the
transaction, which will double the company's coal sales by volume,
while also increasing debt and introducing new risks into the
company's credit profile. The purchase consideration of $435
million is expected to include assumption of capital leases of
$142 million and cash consideration of $293 million. The company
announced that it has obtained committed bank financing to fund
the cash portion of the purchase price and transaction costs.

Acquired assets include six surface mine-mouth operations that
supply adjacent power plants under long-term contracts, one mine
that produces thermal coal sold primarily into the seaborne
markets, and an idled Obed mine that was responsible for a coal
slurry spill in western Alberta earlier this year. Although
Sherritt will indemnify Westmoreland against all past and future
liability stemming from the Obed Mine impoundment release, we
believe uncertain environmental exposures from the acquired assets
present a risk to the credit. We also note risks stemming from the
company's new exposure to the Canadian regulatory environment.

The review will focus on projected credit metrics post-
acquisition, management's operating and financial policies, and
the acquired assets' operational, environmental and regulatory
risks.

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

Westmoreland Coal Company, headquartered in Denver, Colorado,
produces sub-bituminous coal and lignite for sale to electric
power plants located near their mines. It owns six surface mines
in Montana, North Dakota, Texas, and Wyoming, and two coal-fired
power generating assets (ROVA) in North Carolina. For the twelve
months ended September 30, 2013 the company generated $660 million
in revenues.


WINDSOR PETROLEUM: S&P Lowers Rating on $239.1MM Notes to 'CCC-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
Delaware-incorporated Windsor Petroleum Transport Corp.'s
$239.1 million secured term notes due Jan. 15, 2021 (S&P estimates
about $196.2 million outstanding after the scheduled July 15, 2013
amortization payment) to 'CCC-' from 'CCC+'.  The outlook remains
negative.  The recovery rating remains unchanged at '4',
indicating S&P's expectation of an average (30% to 50%) recovery
of principal if a payment default occurs.

"The downgrade reflects our expectation that the project will
exhaust its liquidity by the third quarter of 2014," said Standard
& Poor's credit analyst Rubina Zaidi.

The Pioneer, already exposed to merchant prices, exhausted its
portion of the restricted cash reserve as of Dec. 31, 2011.  With
weak spot charters rates since then, Windsor Petroleum has earned
a negative net margin on the vessel, forcing it to draw on the
cash reserves of the other vessels in the project to cover the
Pioneer's portion of debt service.  This has further limited the
liquidity provided by the restricted cash account.  Draws on the
project's restricted cash would leave just enough cash on hand to
fund the next principal and interest payment in January.  The
indenture does not allow for a sale of the vessel to reduce the
outstanding debt obligations.  Even if the option were available,
S&P estimates that the Pioneer's resale or scrap value would be
significantly less than its portion of the notes outstanding, and
therefore does not present a viable alternative for the project to
fully repay note holders.

Spot market rates recently rebounded over the past few weeks in
November and December to high levels not seen since 2010 as a
result of a shift in Asian oil demand from the Arabic Gulf to
European sources of production.  These lengthier voyages occupy
tankers for longer time periods and increase spot rates for this
route, albeit temporarily, because S&P do not believe current spot
rates on this route are sustainable.  Unless spot charter rates
remain at the recent multi-year highs, S&P believes the project is
likely to exhaust all of its restricted cash by July 2014 when it
could possibly default on its debt service payments.

The negative outlook reflects S&P's expectation that Windsor
Petroleum will default on its July 2014 debt service payment.  S&P
could lower the project ratings further if it becomes absolutely
certain that the project will default on its debt service payment.
An upgrade is unlikely but could occur if the project can charter
the Pioneer and the Progress for a sustained period at favorable
rates with creditworthy counterparties, and if it can mitigate
market risk on the remaining vessels.


WOLF MOUNTAIN: Sec. 341 Creditors' Meeting Set for Jan. 15
----------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of Wolf Mountain Products,
L.L.C., on Jan. 15, 2014, at 2:00 p.m.  The meeting will be held
at 405 South Main Street, Suite 250, Salt Lake City, UT 84111.

Wolf Mountain Products, L.L.C., filed a Chapter 11 petition
(Bankr. D. Utah Case No. 13-33869) in Salt Lake City on Dec. 12,
2013.  Bryce J. Burns signed the petition as manager.

The Orem, Utah-based company estimated $10 million to $50 million
in assets and $1 million to $10 million in liabilities.  Anna W.
Drake, Esq., at the law firm of Anna W. Drake, P.C., in Salt Lake
City, serves as the Debtor's counsel.  Judge Joel T. Marker
presides over the case.


WOLF MOUNTAIN: Schedules Filing Deadline Extended to Jan. 8
-----------------------------------------------------------
Wolf Mountain Products, L.L.C. sought and obtained an extension
until Jan. 8, 2014, of the deadline to file its Schedules of
Assets and Liabilities, and Statement of Financial Affairs.

Wolf Mountain Products, L.L.C., filed a Chapter 11 petition
(Bankr. D. Utah Case No. 13-33869) in Salt Lake City on Dec. 12,
2013.  Bryce J. Burns signed the petition as manager.

The Orem, Utah-based company estimated $10 million to $50 million
in assets and $1 million to $10 million in liabilities.  Anna W.
Drake, Esq., at the law firm of Anna W. Drake, P.C., in Salt Lake
City, serves as the Debtor's counsel.  Judge Joel T. Marker
presides over the case.


WPCS INTERNATIONAL: Releases Beta Version of BTX Trading Platform
-----------------------------------------------------------------
WPCS International Incorporated said that its wholly-owned
subsidiary, BTX Trader, LLC, has released a beta version of its
Windows-based trading platform that is now available to the public
at www.btxtrader.com.  BTX Trader, which was recently acquired by
WPCS, is the first trading platform to enable Bitcoin traders and
industry researchers to access market data and execute orders on
the five most popular Bitcoin exchanges in a single application.

According to Sebastian Giordano, interim CEO of WPCS, "Now that we
have completed this pioneering acquisition in the emerging Bitcoin
industry, we intend to hit the ground running.  The public release
of the beta version of the BTX Trader platform will give the
market a preliminary glimpse of some of the features and
capabilities that will ultimately help define our unique and
proprietary technology."

"We encourage Bitcoin traders and others to download, install and
try out the beta version of the BTX Trader application and take a
look at our blog for the latest updates.  Obviously, we are still
in development mode, but we're on schedule to release both web and
mobile versions of our platform by early 2014," continued BTX
Trader chief operating officer, Ilya Subkhankulov.

Divya Thakur, BTX Trader chief technology officer added that, "a
key differentiating aspect of our professional grade user
interface is that it utilizes a proprietary BTX logic that we
believe will help traders better manage risk."

Current beta features include:

   * Order Entry

     Standard limit orders and stop limit orders on five exchanges
     ? CampBX, BTC-E, BitStamp, BTC China and Mt. Gox;

   * Trade Life Cycle Management

     Blotter window to monitor positions and orders, including the
     ability to cancel orders;

   * Market Data

     Real-time information for six exchanges: CampBX, BTC-E,
     BitStamp, BTC China, Mt. Gox & CaVirtex displaying time and
     sales trades; quotes with latest prices bid/ask/last prices;
     tick charts showing bid/ask/last over the past four hours;
     and, bar charts for longer term price trend analysis.

Giordano concluded that, "in addition to continuing the aggressive
steps initiated in August 2013 to improve WPCS' balance sheet and
performance through, amongst other things, cost reductions, debt
restructuring, cessation and sale of negative cash flow
businesses, and focusing on our remaining profitable engineering
subsidiaries, we fully expect that BTX Trader will begin
generating revenue by mid-year of calendar 2014.  This public beta
release is merely the first step towards establishing and then
growing the Bitcoin segment of our business."

                     About WPCS International

WPCS -- http://www.wpcs.com-- is a design-build engineering
company that focuses on the implementation requirements of
communications infrastructure.  The company provides its
engineering capabilities including wireless communications,
specialty construction and electrical power to the public
services, healthcare, energy and corporate enterprise markets
worldwide.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about WPCS International's ability to continue as a going
concern following the annual report for the year ended April 30,
2013.  The independent auditors noted that the Company has
incurred net losses and negative cash flows from operating
activities, had a working capital deficiency as of and for the
years ended April 30, 2013, and 2012, and has an accumulated
deficit as of April 30, 2103.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.  As of July 31,
2013, WPCS International had $18.73 million in total assets,
$24.45 million in total liabilities and a $5.72 million total
deficit.


WPCS INTERNATIONAL: CohnReznick Quits as Auditors
-------------------------------------------------
WPCS International Incorporated received a notice of resignation
from CohnReznick LLP, the Company's independent registered public
accounting firm.  The Former Accountant's reports on the Company's
financial statements for the past two years do not contain an
adverse opinion or a disclaimer of opinion, and are not qualified
or modified as to uncertainty, audit scope, or accounting
principles, except as that the reports of the Former Accountant
for the past two fiscal years ended April 30, 2013, and 2012
indicated conditions which raised substantial doubt about the
Company's ability to continue as a going concern.

The resignation of the Former Accountant was not recommended or
approved by the audit committee or board of directors of the
Company.

"During the Company's two most recent fiscal years and all
subsequent interim periods preceding the Former Accountant's
resignation, there were no disagreements with the Former
Accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure
which, if not resolved to the satisfaction of the Former
Accountant, would have caused it to make a reference to the
subject matter of the disagreement(s) in connection with its
reports," the Company said in a regulatory filing with the U.S.
Securities and Exchange Commission.

The Company has not engaged a replacement independent public
accounting firm as of Dec. 27, 2013.

                      About WPCS International

WPCS -- http://www.wpcs.com-- is a design-build engineering
company that focuses on the implementation requirements of
communications infrastructure.  The company provides its
engineering capabilities including wireless communications,
specialty construction and electrical power to the public
services, healthcare, energy and corporate enterprise markets
worldwide.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about WPCS International's ability to continue as a going
concern following the annual report for the year ended April 30,
2013.  The independent auditors noted that the Company has
incurred net losses and negative cash flows from operating
activities, had a working capital deficiency as of and for the
years ended April 30, 2013, and 2012, and has an accumulated
deficit as of April 30, 2103.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.  As of July 31,
2013, WPCS International had $18.73 million in total assets,
$24.45 million in total liabilities and a $5.72 million total
deficit.


XZERES CORP: Sells 4.4 Million Common Shares
--------------------------------------------
Xzeres Corp, on Dec. 18, 2013, closed on a private placement of
common stock and warrants by consummating the sale of 4,444,444
shares of common stock and warrants to purchase an additional
2,222,222 shares, exercisable at $0.385 per share at any time for
a period of three years from the issue date to Paul DeBruce.  Each
share and one-half warrant sold for $0.45, for total gross
proceeds in this closing of $2,000,000.

                         About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

Xzeres incurred a net loss of $7.59 million on $4.51 million of
gross revenues for the year ended Feb. 28, 2013, as compared with
a net loss of $8.60 million on $3.96 million of gross revenues for
the year ended Feb. 28, 2012.  The Company's balance sheet at
Aug. 31, 2013, showed $6,948,955 in total assets, $11,669,159 in
total liabilities, and stockholders' deficit of $4,720,204.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statement for the year ended Feb. 28, 2013.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


YELLOWSTONE CLUB: Co-Founder Found in Contempt of Proceedings
-------------------------------------------------------------
The Associated Press reported that former billionaire and
Yellowstone Club founder Tim Blixseth is in contempt of court for
selling an ocean resort in Mexico despite a court order not to
sell the property that was part of bankruptcy proceedings, a judge
has ruled.

According to the report, a bankruptcy judge previously ordered
that the Tamarindo resort was not to be sold or transferred while
those proceedings were pending.

Blixseth sold the hotel and condominiums in 2011 in violation of
the court order, attorney Shane Coleman, who represents
Yellowstone Club Liquidating Trust trustee Brian Glasser, said in
a court filing, the report related.

Coleman requested that U.S. District Judge Sam Haddon find
Blixseth in contempt, the report said.  After a Dec. 23 hearing,
Haddon did so, according to court records.

Blixseth said in an email to the Associated Press that he
disagreed with the ruling and plans to appeal.  His attorney,
Patrick Fox, has said the resort was sold "out of absolute
necessity under circumstances outside of Blixseth's control."

                    About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008.  The Company's owner affiliate, Edra D. Blixseth, filed
a separate Chapter 11 petition on March 27, 2009 (Case No.
09-60452).

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel.  Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.


YSC INC: Jan. 17 Hearing on Further Use of Cash Collateral
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
issued a fourth interim order authorizing YSC, Inc.'s use of cash
collateral in which Wilshire State Bank and Whidbey Island Bank
assert an interest.

A further hearing on the Debtor's use of cash collateral will be
held Jan. 17, 2014, at 9:30 a.m.

As specified on the budget, the monthly paychecks for the Debtors'
two principals, Sang and Chan Yim, and their two sons, Daniel and
Seung Yim, will be limited to an aggregate of $8,100 per month
from the Comfort Inn and to an aggregate of $8,600 per month from
the Ramada Inn.  The principals and their two sons may divide and
allocate the allowed compensation among themselves as they see fit
long as these four individuals' total receipts for the month do
not exceed the amounts.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant the lender replacement
liens on all postpetition assets.

Pursuant to the order, the Debtor will also continue to make its
monthly contractual payment of approximately $19,402 to Wilshire
Bank pursuant to the terms of its loan documents.  The Debtor will
pay the pre-maturity contractual payment of $96,308 to Whidbey
Island Bank by Jan. 1, 2014.  The Debtor will also continue to
make the contractual payment of approximately $15,400 on the SBA's
second-position deed of trust pursuant to the terms of the loan,
which is current.

                          About YSC Inc.

YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a
Ramada Inn in Olympia, Washington, filed a petition for Chapter 11
protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013,
in Seattle.

The owner listed the hotels as worth $17.9 million.  Total debt is
$18.5 million, including $18 million in secured debt.  Among
mortgage holders, Whidbey Island Bank is owed $13.3 million.


* Equity Powers Under Attack Again in U.S. Supreme Court
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the equity powers of federal courts in lawsuits
arising from bankruptcy are under attack in another case where the
losing side is seeking an appeal to the U.S. Supreme Court.

According to the report, in June, the law firm Mayer Brown LLP
persuaded the U.S. Court of Appeals in Chicago to uphold dismissal
of a lawsuit based on a theory known as judicial estoppel, barring
someone from taking inconsistent positions in court.

The Seventh Circuit in Chicago ruled that judicial estoppel is
"more flexible" than other equitable principles known as claim or
issue preclusion and is designed for the "preservation of the
judicial process." Seeking review in the Supreme Court, the main
creditor of a bankrupt company contends that when "statutory
dictates are clear," doctrines of equity like judicial estoppel
"may not usurp what Congress has commanded."

Equity powers of bankruptcy courts are already being tested in a
case scheduled for argument next year in the Supreme Court.  In
Law v. Siegel, the high court will decide whether bankruptcy
courts have general equity power to depart from statutory mandates
and take otherwise exempt property away from individual bankrupts.

In the Mayer Brown case, the creditor contends it was an error to
dismiss the lawsuit because the trustee never took inconsistent
positions. If any, it was the creditor that took inconsistent
positions.

In papers filed this month opposing an appeal, the law firm makes
several arguments for why the Supreme Court shouldn't hear the
case. The firm says the circuit courts don't have differing
opinions.

The creditor who's asking the Supreme Court to hear the case
didn't have the right to appeal, the firm says. In its own court
rules, the Supreme Court says that it rarely takes case alleging
the misapplication of properly stated law.

Judicial estoppel kicks in to halt a lawsuit when the same party
has taken an inconsistent position previously in a different legal
dispute. The Mayer Brown case boils down to a question of whether
the doctrine also applies when the inconsistency is between
positions previously taken by the creditor and later by the
trustee.

The law firm told the Supreme Court in its papers that federal
appeals courts permit use of judicial estoppel when inconsistent
positions were taken by different parties.  Conceivably, the
Supreme Court could accept the case to rule on whether the same
party must be involved for judicial estoppel to take hold.

The Supreme Court is yet to set a conference date when the
justices will meet and decide whether to allow an appeal.

The Mayer Brown case in the Supreme Court is Spehar Capital LLC v.
Mayer Brown Rowe & Maw LLP, 13-619, U.S. Supreme Court
(Washington).

The appeal in the appeals court was Grochocinski v. Mayer Brown
Roe & Maw LLP, 10-2057, U.S. Court of Appeals for the Seventh
Circuit (Chicago). The case in district court was Grochocinski v.
Mayer Brown Roe & Maw LLP, 06-cv-05486, U.S. District Court,
Northern District of Illinois (Chicago).


* Lawmakers Cite Progress on Budget Near Deadline
-------------------------------------------------
Carl Hulse, writing for The New York Times, reported that with the
next budget deadline just weeks away, top lawmakers said that they
had made significant progress negotiating a huge government-wide
spending bill that gives the once mighty congressional
Appropriations Committees an opportunity to reassert control over
the flow of federal dollars.

"We have a chance to prove to the rest of the Congress that we can
produce bills," Representative Harold Rogers, the Kentucky
Republican who is the chairman of the House Appropriations
Committee, said in an interview, the report related.

The past few years have proved frustrating for members of the
spending panels, the report said.  With House Republicans unable
to come to terms with Senate Democrats on a budget, the government
has mainly functioned under a series of continuing resolutions
that have taken the Appropriations Committees out of the game.

"It has been a real struggle and tough at times," Mr. Rogers said,
the report cited.

While most members of Congress have scattered for the holidays,
the panels' bipartisan leadership and senior staff members have
been assembling a $1 trillion measure that splits an extra $45
billion between military and domestic needs under the terms of the
overarching budget deal reached this month and signed into law by
President Obama, the report further related.


* Standing Trustees Qualify as Federal Officers
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a standing trustee for Chapter 13 qualifies as a
federal "officer" entitled to remove a lawsuit from state court to
federal court under the federal officer removal statute contained
in Section 1442(a)(1) of the Judiciary Code, the U.S. Court of
Appeals in New Orleans ruled on Dec. 30.

According to the report, a standing trustee in Louisiana was sued
in state court by a former employee for racial discrimination. The
trustee removed the case to federal court, where the employee
contended removal was improper because he didn't qualify as a
federal officer.

Circuit Judge Edward C. Prado differed with the opinion of the
district judge and concluded that standing trustees, since the
adoption of the Bankruptcy Code in 1978, qualify as federal
officers.

Because the standing trustee is appointed by the U.S. Trustee, the
standing trustee is a "person acting under" a federal officer and
thus is entitled to remove a suit to federal court, Judge Prado
said.

Judge Prado pointed to the U.S. Supreme Court decision in Watson
v. Philip Morris Cos. for the proposition that a person's status
as a private citizen doesn't obviate the ability to remove under
Section 1442(a)(1).

To remove a suit, the defendant must also show a "colorable
federal defense." Prado said it's sufficient to allege that the
actions "were performed under color of his office." Pointing again
to Supreme Court authority, Judge Prado said it's not necessary to
win dismissal on a federal defense before being entitled to
remove.

As it turned out, the standing trustee won dismissal under state
law.

The case is Bell v. Thornburg, 13-30155, U.S. Court of Appeals for
the Fifth Circuit (New Orleans).


* State Judgment Precludes Reexamination of Claim
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankruptcy judge doesn't always have the ability to
determine the value of a claim, according to the U.S. Court of
Appeals in Chicago.

According to the report, after three-year marriage, the former
wife was awarded about $60,000 in state divorce court. When the
former husband didn't pay, she sued in Georgia state court and won
several judgments, the last for about $75,000. The husband never
appealed.

After the last judgment, the husband filed in Chapter 13, where he
contested the amount of the debt, saying the state court hadn't
given him credit for payments he'd made.

The wife unsuccessfully argued in bankruptcy court that attacking
the amount of the debt was barred by the doctrine of issue
preclusion since the claim was supported by a final state-court
judgment.

The district court upheld the bankruptcy court's ruling and also
said the amount of the outstanding debt could be recalculated.

The Seventh Circuit appeals court in Chicago reversed in an
opinion written on Dec. 27 by Circuit Judge David F. Hamilton.

Whether the claim could be recalculated was governed by the state-
law doctrine of issue preclusion, known in Georgia as collateral
estoppel.

Judge Hamilton said the state-court judgment satisfied all the
requirements for collateral estoppel. Consequently, the bankruptcy
court had no power to look behind the state judgment.

Judge Hamilton said that the former husband's arguments were all
rejected in state court.

The case is Adams v. Adams, 13-1636, U.S. Court of Appeals for the
Seventh Circuit (Chicago).


* AMR, MF Global Show How Junk Makes, Loses Money
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that making a 30-fold profit in 2013 was easy for those
who did their homework and found value in the stock of AMR Corp.,
the parent of American Airlines Inc.

According to the report, it was equally easy to lose money during
the bankruptcy of defunct brokerage owner MF Global Holdings Ltd.
by placing too much reliance on published financial statements.

The biggest profits last year were made by those who looked beyond
the perennial antipathy toward airline stocks to realize that
AMR's equity had value even if its airline subsidiary was
insolvent.

AMR stock, trading around 50 cents during the first year in
bankruptcy, had an intrinsic value of $15.39 at midday on Dec. 31
for those who held it until the reorganization plan was
implemented in December, according to Kevin Starke, a managing
director at CRT Capital Group LLC in Stamford, Connecticut.

Investors in debt of MF Global, which implemented a reorganization
plan in June, may have been misled by predictions that customers
of the brokerage subsidiary eventually would be paid in full. For
example, the $325 million in 6.25 percent unsecured bonds maturing
in 2016 traded as high as 78.25 cents on the dollar on Feb. 20,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.

The notes traded on Dec. 31 for 50.75 cents. Still, there was
profit potential for those who bought the debt at the right time,
since the low during bankruptcy was 30.5 cents on Feb. 14, 2011.

Starke attributed the initial aversion to AMR stock on the
"distrust of airlines generally" and fear that the Pension Benefit
Guaranty Corp. would have a huge claim swamping everyone else.
Investors in MF Global debt, meanwhile, may not have realized that
liquidations "are the most expensive things going," Starke said.

Earlier in the MF Global case, junk investors were hampered by a
lack of up-to-date financial information, especially because much
of MF Global's capital was tied up in liquidations spread around
the world. According to Starke, some debt buyers may have used
pre-bankruptcy balance sheets and believed that former Chief
Executive Officer Jon Corzine could not have "blown through the
book value of the equity" and eaten into $2.2 billion of unsecured
debt.

Optimism on MF Global reached a zenith in February, a month after
creditors filed a proposed Chapter 11 plan, presaging an early
exit from bankruptcy. The bonds fell back to 50 cents by June and
remained in that vicinity until the case was over.

At AMR, profit potential remained until the very last day of
trading on Dec. 6, when the stock closed at $11.39. AMR shares
were around 40 cents in October 2012 and began rising the next
month, reaching $1.30 before a merger with US Airways Group Inc.
was announced in February.

The intrinsic value of "old" AMR stock is tied these days to
shares of American Airlines Group Inc., created through the
merger. For each $1 change in price of the new stock, the old
shares move $1.36, Starke said. The new stock is off its closing
high of $26.61 on Dec. 16 and traded at about $25 on Dec. 31.

                     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.

AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.

                         About MF Global

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

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

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

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


* Bank Failures in 2013 Cut in Half by Number and Size
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the 24 bank failures in 2013 represent a drop by half
from 2012, both in number of institutions and assets.  Failed
banks were the fewest since 2007, when there were three.

According to the report, last year, the 24 failed banks had a
combined $6 billion in assets, compared with 51 institutions and
$11.6 billion of assets in 2012, according to statistics from the
Federal Deposit Insurance Corp.

In terms of number of bank failures, 2010 had the most since 1992
with 157.  In terms of assets, the most ever was $371 billion in
2008, when there were 25 failures.

The financial condition of the country's banks suggests there will
be few failures in 2014. The number of "problem banks," as defined
by the FDIC, fell by 38 in the third quarter of 2013, ending at
515.

Banks on the problem list declined 10 quarters in a row. The list
is 40 percent less than the peak in the first quarter of 2011,
when there were 888, the FDIC said.

The decline in failures permits the FDIC to replenish its fund.
When the third quarter closed, the fund rose $2.9 billion to $40.8
billion, the FDIC said, citing assessments and fewer bank
takeovers.

Assessments will continue because the FDIC's reserve ratio was
0.68 percent in September. By law, the ratio must rise to 1.35
percent by 2020.


* Cheap Financing Will Keep Bankruptcies Down in 2014
-----------------------------------------------------
Law360 reported that as interest rates remain low, bankruptcy
filings in the U.S. won't increase in 2014, but experts say the
Affordable Care Act implementation could spark some action in the
health care industry, while struggling municipalities will
seriously consider Chapter 9 thanks to a recent ruling in Detroit.

According to the report, with the Federal Reserve unlikely to
raise interest rates in 2014, insolvency professionals say cheap
financing will be accessible to most companies, which will mean
corporate bankruptcy filings will either remain where they are now
or continue to decline.


* Miami Loses Court Bid to End SEC Case Alleging Bond Fraud
-----------------------------------------------------------
Erik Larson, writing for Bloomberg News, reported that the city of
Miami lost a court bid to dismiss a U.S. Securities and Exchange
Commission lawsuit alleging it engaged in securities fraud in
municipal bond offerings by exaggerating the health of its general
fund.

According to the report, the regulator's claims over three 2009
bond offerings totaling $153.5 million are sufficient to go to
trial, U.S. District Judge Cecilia Altonaga ruled Dec. 27 in
Miami. She rejected the city's argument that the SEC failed to
properly lay out its claims and link them to factual events.

"The court is not convinced the complaint is a shotgun pleading,"
Judge Altonaga said in the ruling, the report cited.

The SEC sued Miami and an ex-budget director, Michael Boudreaux,
in July, alleging they lied to investors about the details of
transfers of millions of dollars from Miami's capital improvement
and development funds to the city's general fund, the report
related.  The case is part of a three-year crackdown on state and
local governments for not providing bond investors with accurate
information about pension liabilities. Illinois and New Jersey
settled with the agency after similar investigations.

The case is SEC v. City of Miami, 1:13-cv-22600, U.S. District
Court, Southern District of Florida (Miami).


* Mortgage Rates Show Slight Increase Heading into the End of Year
------------------------------------------------------------------
Kathy Orton, writing for The Washington Post, reported that
mortgage rates moved up slightly heading into the end of the year,
according to the latest data released by Freddie Mac.

According to the report, the 30-year fixed-rate average nudged up
to 4.48 percent with an average 0.7 point. It was 4.47 percent a
week ago and 3.35 percent a year ago. Since spiking to 4.58
percent in late August, the 30-year fixed rate has bounced between
4.57 percent and 4.1 percent.

The 15-year fixed-rate average ticked up to 3.52 percent with an
average 0.7 point, the report said.  The 15-year fixed rate had
remained below that mark since late September.

Hybrid adjustable rate mortgages were mixed, the report related.
The five-year ARM average hit 3 percent for the first time since
mid-November. It was 3 percent with an average 0.4 point. The
five-year ARM average was 2.96 percent a week ago and 2.7 percent
a year ago.

The one-year ARM average fell to 2.56 percent with an average 0.5
point, the report added.  It was down from 2.57 percent a week
ago.


* Illinois Governor Signs Foreclosure Measure into Law
------------------------------------------------------
The Chicago Tribune reported that Gov. Pat Quinn on Dec. 26 signed
into law a measure extending the time period to protect homeowners
from losing their home to foreclosure while seeking federal
assistance to modify their mortgages.

According to the report, the measure extends to Dec. 31, 2015,
protections that allow homeowners to prevent a lender or loan
servicer from selling their home if they have applied for a loan
modification under the federal Home Affordable Modification
Program.

The latest measure builds upon a 2010 state law that gave
homeowners the right to block a judicial sale of foreclosed
property if they could prove they had applied under the federal
loan modification program but the property was sold in violation,
the report related.

The new effort effectively extends Illinois law to match the
deadline for the federal home loan modification program, the
report added.


* Home Prices Back at Peaks in Some Areas
-----------------------------------------
Nick Timiraos, writing for The Wall Street Journal, reported that
home prices have zipped back into record territory in a handful of
American cities, a milestone that comes seven years after the
housing bust ravaged the market and the broader economy.

According to the report, values are up more than 13% from their
2007 high in Oklahoma City and by more than 6% in the Denver metro
area. Prices are back to all-time highs in 10 of the nation's 50
largest metropolitan areas, according to a Wall Street Journal
analysis of price data from Zillow, an online real-estate
information service. Prices are within 5% of their previous peak
in San Jose, Calif.; Nashville, Tenn.; and Dallas.

Prices nationally remain below the highs of the past decade, and
many of the cities that have seen the biggest gains largely
escaped a boom and bust, the report said.

Home prices in some parts of the country that did experience a
bust have benefited from low supplies of homes for sale and
historically low interest rates that have boosted prices -- and
sparked concerns that prices could again be overvalued, the report
related.

The figures aren't adjusted for inflation, but experts say they
underscore the uneven nature of the U.S. housing recovery, the
report added.


* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
               Augsburg, 1459-1525
------------------------------------------------------------
Author:  Jacob Streider
Publisher:  Beard Books
Hardcover:  227 pages
List Price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://is.gd/UAP0Zb

Quick, can you work out how much $75 million in sixteenth
century dollars would be worth today?  Well, move over Croesus,
Gates, Rockefeller, and Getty, because that's what Jacob Fugger
was worth.

Jacob Fugger was the chief embodiment of early German
capitalistic enterprise and rose to a great position of power in
European economic life. Jacob Fugger the Rich is more than just
a fascinating biography of a powerful and successful
businessman, however. It is an economic history of a golden age
in German commercial history that began in the fifteenth
century. When the book was first published, in 1931, The Boston
Transcript said that the author "has not tried to make an
exhaustive biography of his subject but rather has aimed to let
the story of Jacob Fugger the Rich illustrate the early
sixteenth century development of economic history in which he
was a leader."

Jacob Fugger's family was one of the foremost family in Augsburg
when he was born in 1459. They got their start by importing raw
cotton, by mule, from Mediterranean ports. They later moved into
silk and herbs and, for a long while, controlled much of
Europe's pepper market.

Jacob Fugger diversified into copper mining in Hungary and
transported the product to English Channel and North Sea ports
in his own ships. A stroke of luck led to increased mining
opportunities. Fugger lent money to the Holy Roman Emperor
Maximilian I to help fund a war with France and Italy. Mining
concessions were put up as collateral. The war dragged on, the
Emperor defaulted, and Fugger found himself with a European
monopoly on copper.

Fugger used his extensive business network in service of the
Pope. His branches all over Europe collected payments due the
Vatican and issued letters of credit that were taken to Rome by
papal agents. Fugger is credited with creating the first
business newsletter. He collected news of evolving business
climate as well as current events from his agents all across
Europe and distributed them to all his branches.

Fugger's endeavors wee not universally applauded. The sin of
usury was still hotly debated, and Fugger committed it
wholesale. He was sued over his monopoly on copper.  He was
involved in some messy bribes in bringing Charles V to the
throne. And, his lucrative role as banker in the sale of
indulgences, those chits that absolve the buyer of sin, raised
the ire of Martin Luther himself. Luther referred to Fugger
specifically in his Open Letter to the Christian Nobility of the
German nation Concerning the Reform of the Christian Estate just
before being excommunicated in 1521. Fugger went on, however, to
fund Charles V's war on Protestanism and became even richer.

Fugger built many churches and buildings in Augsburg. He was
generous to the poor and designed the world's first housing
project. These buildings and lovely gardens, called the
Fuggerei, are still in use today.

A New York Times reviewer said that Jacob Fugger the Rich, a
book "concerned with the most famous, most capable, and most
interesting of all [the members of the Fugger family] will be as
interesting for the general reader as for the special student of
business history." This observation is just as true today as in
1931, when first made.

Jacob Streider was a professor of economic history at the
University of Munich.


                             *********

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 by e-mail.

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 the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

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.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Meriam Fernandez, 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 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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                  *** End of Transmission ***