TCR_Public/140107.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, January 7, 2014, Vol. 18, No. 6

                            Headlines

11850 DEL PUEBLO: Court Okays Sale of Assets to JPV
261 EAST: Plan Outline Okayed, Jan. 28 Confirmation Hearing Set
515 SPOKANE: Case Summary & 10 Unsecured Creditors
ADGS ADVISORY: Union Power HK Raises Going Doubt Concern
ARKANOVA ENERGY: MaloneBailey Raises Going Doubt Concern

ARXX CORP: Proposes to Sell Assets to Airlite for $3.8-Mil.
ARXX CORP: Receives Provisional Relief under Chap. 15
BAJA SOL CANTINA: Case Summary & 20 Largest Unsecured Creditors
BETSEY JOHNSON: Hires Donlin Recano as Solicitation & Voting Agent
BIG LOTS: Liquidation World Closes 4 Stores in Nova Scotia

BIOVEST INTERNATIONAL: Cherry Bekaert Raises Going Concern Doubt
BLUE REAL ESTATE: Voluntary Chapter 11 Case Summary
BONDS.COM GROUP: Henri J. Chaoul Held 6.4% Stake at June 30
BOOMERANG SYSTEMS: Incurs $11.2 Million Net Loss in Fiscal 2013
BRETHREN HILLCREST: S&P Raises Rating to 'BB+'; Outlook Stable

BUILDING #19: Gets Final OK to Use Cash Collateral
C&K MARKET: Files Schedules of Assets and Liabilities
C&K MARKET: Great American OK'd to Conduct Store Closing Sales
C&K MARKET: Has Nod to Hire Food Partners as Financial Advisors
CAMPUS HABITAT: Seeks to Use Cash Collateral to Operate

CAMPUS HABITAT: Employs Paul Hunter, Esq., as Bankruptcy Counsel
CAMPUS HABITAT: Schedules and Statement Due Jan. 13
CAMPUS HABITAT: Section 341(a) Meeting Set on January 23
CASPIAN SERVICES: Delays Form 10-K for Fiscal 2013
CELL THERAPEUTICS: Had $62.9MM Financial Standing at Nov. 30

CHRYSLER GROUP: Moody's Affirms 'B1' CFR on Fiat Acquisition Deal
COMARCO INC: Has $551-K Net Income in Oct. 31 Quarter
COMMUNITY TOWERS: Fights SJTC on Turnover of Funds
CLERMONT SCAPES: Filed for Chapter 7 Liquidation
COOPER-BOOTH WHOLESALE: Seeks 3rd Plan Filing Extension Thru March

COOPER TIRE: Merger Termination No Impact on Moody's 'B1' CFR
DESIGNER FURNITURE: Liquidation Sale Underway
DETROIT, MI: Closing Arguments Continue in Swap Settlement
DISPENSING DYNAMICS: S&P Retains 'B-' Corporate Credit Rating
DREIER LLP: Suits Against Amaranth, Westford Go to Trial

DUNLAP OIL: Panel Backs Bid for Plan Order Reconsideration
EDDIE MONTGOMERY: Country Singer Files in Kentucky
ELBIT IMAGING: Inks Definitive Agreement with Bank Hapoalim
EXECUTIVE INN: New Owner to Conduct Liquidation Sales
FCC HOLDINGS: S&P Retains 'CCC+' ICR on CreditWatch Negative

FISKER AUTOMOTIVE: Hybrid Tech Sweetens Offer
FOX & HOUND: Coca-Cola, Landlords on Creditors' Committee
FNBH BANCORP: Plans to Conduct Rights Offering to Shareholders
FREESEAS INC: To Close $8.5MM Final Tranche of $10MM Investment
FREEZIA LLC: Case Summary & Unsecured Creditor

FRIENDSHIP DAIRIES: Court Sees Cash Flow Crisis, Rejects Plan
GENERAL CABLE: S&P Revises Outlook to Negative & Affirms 'BB-' CCR
GENESIS PRESS: People's Capital Allowed $85,161 Admin. Claim
GO DADDY: S&P Revises Outlook to Positive & Affirms 'B' CCR
HOLIDAY INN, HUNSTVILLE: Conducts Liquidation Sale

HRK HOLDINGS: Wants Plan Filing Deadline Extended to Jan. 27
IDERA PHARMACEUTICALS: Longwood Capital Holds Less Than 1% Stake
INSPIRATION BIOPHARMA: Liquidating Plan Declared Effective
IRISH BANK: Sues Borrower Flynn to Enforce Automatic Stay
ISC8 INC: Squar Milner Raises Going Doubt Concern

LAFAYETTE YARDS: Welcome Completes Acquisition of Hotel
LANDMARK MEDICAL: Completes Sale to Calif.-Based Prime Healthcare
LEVEL 3: $200-Mil. Notes Converted to 10.8-Mil. Common Shares
LIGHTSQUARED INC: MAST, et al. Oppose Lenders' Proposed Plan
LOEHMANN'S HOLDINGS: Creditor Panel Seeks to Retain Cash

LOMBARDS FINE FURNITURE: Liquidation Sale Set Jan. 8 to 12
LONE PINE: Creditors Approve Restructuring Plan Under CCAA
MARTIN BELZ: Peabody Hotel President Files in Chapter 11
MAYBERRY SPORTING GOODS: To Close at The End of The Month
MCMAHON PROPERTIES: Voluntary Chapter 11 Case Summary

MIDTOWN SCOUTS: Wants Plan Filing Deadline Moved to March 14
MRM PROJECT: Case Summary & 10 Unsecured Creditors
NEW LIFE INT'L: Files for Chapter 11 in Nashville to Liquidate
NEW LIFE INT'L: Proposes Gullett Sanford as Bankruptcy Counsel
NEW LIFE INT'L: Hiring Kraft CPAs as Consultant

NEW LIFE INT'L: Files List of 20 Largest Unsecured Creditors
NNN 123: May Use Wells Fargo's Cash Collateral Until Jan. 31
NORTH TEXAS: Court OKs Sale of Park Cities to Olney Bancshares
OCZ TECHNOLOGY: Has Final Nod to Pay Critical Vendors Claim
OCZ TECHNOLOGY: Court Okays Hiring of GCG Inc as Claims Agent

OCZ TECHNOLOGY: Hires GCG Inc as Administrative Advisor
OCZ TECHNOLOGY: 3-Member Panel Named as Unsec. Creditors Committee
ORMET CORP: Laid-Off Steelworkers to Conduct Picket on January 8
PAULSON CAPITAL: Intends to Appeal NASDAQ Determination Letter
PRIME GLOBAL: B F Borgers Raises Going Doubt Concern

RURAL/METRO CORP: Implements Plan Making Noteholders Owners
PHYSIOTHERAPY HOLDINGS: Completes Seven-Week Chapter 11
SB PARTNERS: Incurs $266,600 Net Loss in Third Quarter
SECUREALERT INC: Delays Form 10-K for Fiscal 2013
SIMPLY WHEELZ: Court Approves Sale of Assets to Catalyst Group

SIMPLY WHEELZ: Wants to Incur $100MM Credit From HFC Acceptance
SIONIX CORP: Delays Form 10-K for Fiscal 2013
SOUTHERN MONTANA ELECTRIC: Settlement Talks Already Planned
SPENDSMART PAYMENTS: Incurs $12.6 Million Net Loss in Fiscal 2013
STACY'S INC: Hearing on Cash Collateral Use Set for Jan. 23

SURTRONICS INC: Court Fixes Jan. 21 as General Claims Bar Date
TELECONNECT INC: Incurs $3.5 Million Net Loss in Fiscal 2013
TWN INVESTMENTS: Gets Case Converted to Chapter 7 Proceeding
UNITED AMERICAN: Reports $343-K Net Loss for Q3 Ended Sept. 30
UNIVERSITY GENERAL: Amends Certificate of Designation

UPPER VALLEY COMMERCIAL: Files for Chapter 11 to Wind Down Biz
UPPER VALLEY COMMERCIAL: Proposes to Use Cash Collateral
UPPER VALLEY COMMERCIAL: Seeks to Continue Funding From Woodsville
UPPER VALLEY COMMERCIAL: Section 341(a) Meeting Set on Feb. 6
VELTI INC: Blackstone's GSO Completes Acquisition

VELTI INC: Files Schedules of Assets and Liabilities
VERITY CORP: Delays Form 10-K for Fiscal 2013
VERTIS HOLDINGS: To Sell Ontario Property for $1.25 Million
VIGGLE INC: Trinity TVL Held 5.2% Equity Stake at December 16
VISUALANT INC: Delays Annual Report for Fiscal 2013

WATERSIDE CAPITAL: To Contest SBA Receivership Suit
WESTMORELAND COAL: To Buy Sherritt's Coal Operations for $435MM
WILLOW CREEK: Section 341(a) Meeting Scheduled for February 6
WILLOW CREEK: Voluntary Chapter 11 Case Summary
XENONICS HOLDINGS: SingerLewak Raises Going Concern Doubt

YRC WORLDWIDE: Signs $35 Million Stock Purchase Agreement

* Subjective Belief No Defense to Discharge Contempt

* Medicare Payment Cuts May Hit Home Health Providers

* Fowler White Launches Restructuring & Bankruptcy Practice

* Large Companies With Insolvent Balance Sheets


                            *********


11850 DEL PUEBLO: Court Okays Sale of Assets to JPV
---------------------------------------------------
11850 Del Pueblo, LLC, obtained approval from the Hon. Robert Kwan
of the U.S. Bankruptcy Court for the Central District of
California to sell all or substantially all of its assets free and
clear of liens, claims and interests.

As reported by the Troubled Company Reporter on Nov. 1, 2013, the
Debtor asked the Court to, among other things: (a) approve bid
procedures, dates and deadlines relating to the proposed sale of
substantially all of the Debtor's assets, including the conduct of
the auction;  and (b) authorize a break-up fee and reimbursement
of expenses in favor of a stalking horse bidder, if any, which in
the aggregate does not exceed 1.5% of the proposed purchase price
offered by the Stalking Horse Bidder.  A copy of the proposed sale
and assignment procedures is available at:

       http://bankrupt.com/misc/11850delpueblo.doc233.pdf

In a Nov. 19, 2013 auction, Johnny Lam, Paul Chauderson and
Victor Trang, each an individual presented the highest bid for the
Property in the amount of $14.750 million.  JPV also offered
separate consideration outside of the Bankruptcy estate to
purchase Payless's equipment and other personal property assets
for $400,000.  Because the Buyer Bid was below the threshold
amount, the Buyer Bid could only be accepted by the Debtor with
the Noteholder's consent.  The Noteholder consented to the sale of
the Property to JPV.  In a Nov. 21, 2013 sale hearing, the Debtor
announced the Buyer Bid as the winning bid.

The Court also approved the Settlement Modifications.  As reported
by the TCR on Nov. 1, 2013, the Debtor explained that "as detailed
in the Settlement Motion, the Noteholder, the Debtor and the Rodds
have entered into a global settlement, subject to this Court's
approval, which provides a blue-print for resolving this Case
through a consensual sale of the Property and an allocation of the
sale proceeds in a manner which allows for the Debtor's estate to
share in a portion of the sale proceeds before the Noteholder is
potentially paid in full on its asserted secured claim and the
exchange of general releases."

On Nov. 20, 2013, the Noteholder and its counsel, the Debtor and
its counsel, and the Rodds reached an agreement amending the terms
of the Settlement Agreement to provide, notwithstanding anything
to the contrary in the Settlement Agreement, that: (1) the first
$14.32 million of the net proceeds from the sale of the Property
will be indefeasibly paid to Noteholder in immediately available
funds, (2) counsel for the Noteholder will forego recovery of
$25,000 in fees, (3) the Rodds will contribute an amount up to
$200,000 from the proceeds attributable to the Payless Purchase,
so as to ensure the administrative solvency of the Debtor's estate
and (4) counsel for the Debtor will forego recovery of $25,000 in
fees against the estate (inclusive of any fees that may be
disallowed by the Court).

                      About 11850 Del Pueblo

11850 Del Pueblo, LLC, first filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 12-42819) in Los Angeles on Sept. 27, 2012.
The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B),
owns property on 11850 Valley Boulevard, in El Monte, California.
The property, according to the schedules filed together with the
petition, is worth $9 million and secures a $17.5 million claim.
The Court eventually dismissed the bankruptcy case on Oct. 12,
2012, due to the Debtor's failure to timely file certain necessary
documents.

The Debtor filed a second petition (Bankr. C.D. Cal. 12-44726)
on Oct. 15.  Bankruptcy Judge Robert N. Kwan presides over the
case.

Patrick Galentine is the duly appointed state court receiver and
custodian for the Debtor.  Craig A. Welin, Esq., and Reed S.
Wadell, Esq., serve as bankruptcy counsel for the receiver.

U.S. Bank National Association, as trustee, successor-in-interest
to Bank of America, N.A., as Trustee, as successor by merger to
LaSalle Bank National Association, as Trustee, for the Registered
Holders of Deutsche Mortgage & Asset Receiving Corporation
Mortgage Pass-Through Certificates, Series CD2006-CD3, is
represented by Alan M. Feld, Esq., M. Reed Mercado, Esq., and Adam
McNeile, Esq., at Sheppard, Mullin, Richter & Hampton LLP.


261 EAST: Plan Outline Okayed, Jan. 28 Confirmation Hearing Set
---------------------------------------------------------------
Judge Robert E. Gerber entered an amended order approving 261 East
78 Realty Corporation's Second Amended Disclosure Statement.

The Second Amended Disclosure Statement was filed on Dec. 16,
2013, explaining the First Amended Plan of Reorganization dated
Nov. 15, 2013.

Under the Dec. 16 Amended Order, the Court approved the Disclosure
Statement as containing adequate information within the meaning of
Sec. 1125 of the Bankruptcy Code.

The hearing to consider Plan confirmation and final applications
for professional compensation and reimbursement expenses will be
held on Jan. 28, 2014 at 9:45 a.m.

The Court authorizes Jonathan S. Pasternak, Esq., to act as
balloting agent.  To be counted, ballots on the Plan must be
actually received at addresses set forth in the ballot
instructions by Jan. 21, 2014 at 5:00 p.m. Eastern Standard Time.

The Balloting Agent is tasked to file a voting tabulation report
with the Court no later than Jan. 22, at 5:00 p.m.

Objections to confirmation of the Plan must be made in formal
writing and served on the Court no later than Jan. 21.

Pursuant to the Plan Term Sheet, the Plan will be funded by
amounts made available by (i) the Plan Funder, of which $1,500,000
will be deposited in the Plan Fund Account and $10,700,000 will be
distributed to MB Financial Bank, N.A., on account of its Allowed
Class 2 Claim or (ii) the net proceeds of a Public Sale of the
Debtor's Property conducted pursuant to Section 4.3 of the Plan,
of which $11,000,000 will be distributed to MB on account of its
Allowed Class 2 Claim and the balance will be used to make
payments due under the Plan.  In exchange for funding the Plan,
upon the Effective Date, the Property, all Executory Contracts
will be conveyed, transferred and/or assigned, as applicable, to
the Plan Funder, free and clear of all leins, claims and
encumbrances.  In the event MB is the successful bidder for the
Property, MB will make a payment of $85,000 to the Estate (the "MB
Plan Contribution") to fund the Debtor's payment of U.S. Trustee
Fees and, to the extent of remaining funds, General Administrative
Expense Claims and Administrative Professional Fee Claims.

The Plan provides for the designation and treatment of four claim
classes -- Class 1 Non-Tax Priority Claims, Class 2 MB Financial
Bank, N.A., Class 3 General Unsecured Claims, and Class 4 Interest
Holders.  Claim Classes 2 to 4 are impaired classes.

Class 1 Claims will be paid in full.

The Class 2 MB Financial Claim will be an Allowed Class 2 Secured
Claim for $10.7 million, and an Allowed Class 3 General Unsecured
Claim in the minimum amount of $6.97 million, provided that MB's
Allowed Class 2 Secured Claim will increase to $11 million in the
event that its Class 2 Claim is not satisfied by the Debtor within
120 days after the execution date of the MB Settlement Agreement,
which Increased Allowed Class 2 Claim shall be paid in full from
the proceeds of a Public Sale of the Property within 150 days
after the execution of the MB Settlement Agreement implemented
pursuant to Section 4.3 of the Plan.  If the $10.7 million is not
actually received by MB on or before the 120 Day Deadline or
$11 million is not actually received by MB on or before the 150
Day Deadline, MB Financial will receive title to the Property
pursuant to a Public Sale, free and clear of any Claims, Liens,
interests or encumbrances of any kind.

Holders of Class 3 Claims will receive a pro rata distribution
from the Plan Fund Account.  Claims under this class are estimated
to aggregate to total up to $750,000.

Class 4 Interests will be cancelled on the Plan effective date.

A full-text copy of the Amended Disclosure Statement dated Dec. 16
is available for free at:

       http://bankrupt.com/misc/261EAST_2ndAmdDSDec16.pdf

                         About 261 East

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

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

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


515 SPOKANE: Case Summary & 10 Unsecured Creditors
--------------------------------------------------
Debtor: 515 Spokane Partners, LLC
        3311 S. Rainbow Blvd., Ste. 209
        Las Vegas, NV 89146

Case No.: 14-10037

Chapter 11 Petition Date: January 3, 2014

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

Judge: Hon. Bruce T. Beesley

Debtor's Counsel: Timothy P. Thomas, Esq.
                  LAW OFFICES OF TIMOTHY P. THOMAS, LLC
                  8670 W. Cheyenne Ave. #120
                  Las Vegas, NV 89129
                  Tel: (702) 227-0011
                  Fax: (702) 227-0015
                  Email: TTHOMAS@TTHOMASLAW.COM

Total Assets: $3.65 million

Total Liabilities: $2.87 million

The petition was signed by William B. Dyer, president of MNG MBR
Integrated Financial Associates, Inc.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb14-10037.pdf


ADGS ADVISORY: Union Power HK Raises Going Doubt Concern
--------------------------------------------------------
ADGS Advisory, Inc., filed with the U.S. Securities and Exchange
Commission on Dec. 24, 2013, its annual report on Form 10-K for
the fiscal year ended Aug. 31, 2013.

Union Power HK CPA Limited expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company is highly leveraged and is dependent on debt financings to
fund its operations.

The Company reported a net profit of $624,797 on $3.2 million of
revenues in fiscal year ended Aug. 31, 2013, compared with a net
loss of $196,169 on $1.7 million of revenues in fiscal year ended
Aug. 31, 2012.

The Company's balance sheet at Aug. 31, 2013, showed $4.77 million
in total assets, $4.84 million in total liabilities, and
stockholders' deficit of $78,848.

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

                       http://is.gd/xuACGZ

Kowloon, Hong Kong-based ADGS Advisory, Inc., formerly known as
Life Nutrition Products, Inc., was incorporated in the State of
Delaware in September 2007 under the name Life Nutrition Products,
Inc.  Pursuant to a Certificate of Amendment to its Certificate of
Incorporation filed with the State of Delaware and effective as of
July 19, 2013, the Company changed its corporate name from "Life
Nutrition Products, Inc." to "ADGS Advisory, Inc.".

ADGS is primarily engaged in providing accounting, taxation,
company secretarial and consultancy services in Hong Kong.


ARKANOVA ENERGY: MaloneBailey Raises Going Doubt Concern
--------------------------------------------------------
Arkanova Enery Corporation filed with the U.S. Securities and
Exchange Commission on Dec. 24, 2013, its annual report on Form
10-K for the fiscal year ended Sept. 30, 2013.

MaloneBailey LLP expressed substantial doubt about its ability to
continue as a going concern, citing that the Company has incurred
cumulative losses since inception and has negative working
capital.

The Company reported a net loss of $2.73 million on $849,916 of
total revenue in fiscal year ended Sept. 30, 2013, compared with a
net income of $3.84 million on $980,052 of total revenue in fiscal
2012.

The Company's balance sheet at Sept. 30, 2013, showed $2.43
million in total assets, $11.62 million in total liabilities, and
stockholders' deficit of $9.19 million.

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

                       http://is.gd/QAf2aY

                         About Arkanova

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

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

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


ARXX CORP: Proposes to Sell Assets to Airlite for $3.8-Mil.
-----------------------------------------------------------
Duff & Phelps Canada Restructuring Inc., in its capacity as the
court-appointed receiver and foreign representative of ARXX Corp.
and its affiliates in the proceeding commenced under Canada's
Bankruptcy and Insolvency Act before the Ontario Superior Court of
Justice, Commercial List, seeks authority from the U.S. Bankruptcy
Court for the District of Delaware to sell the Debtor's assets to
Airlite Plastics Co.

The Airlite Purchase Agreement provides for a $2.8 million base
cash purchase price, plus the "working capital amount" and certain
assumed liabilities.  As of Dec. 19, 2013, the value of the
transaction is estimated to total approximately $3.8 million.  The
Working Capital Amount is estimated to total approximately $1
million.

The Canadian Proceeding contemplates a sale of the ARXX Debtors'
business, carried out by the Receiver, as the best option for
maximizing and preserving the enterprise value of the ARXX Debtors
for the benefit of the ARXX Debtors' stakeholders, including their
creditors, employees, customers, and suppliers.  To that end, the
Ontario Court authorized and directed the Receiver to accept the
Purchase Agreement with Airlite Plastics as the stalking horse
bid.

Under the Stalking Horse Process approved by the Ontario Court,
the deadline to submit offers to the Receiver is Jan. 22, 2014.
If one or more Qualified Bids, other than that submitted by
Airlite, have been received by the Receiver on or before the Bid
Deadline, the Receiver will conduct an auction on Jan. 24 at the
offices of Torys LLP.

The Stalking Horse Process provides that the Receiver will apply
to the Ontario Court for approval of the Purchase Agreement, the
transaction contemplated thereby, and the sale approval.  A
hearing to consider approval of the sale is currently scheduled
for Jan. 29.

The Airlite Purchase Agreement provides for the payment to Airlite
of $150,000 break-up fee and $150,000 reimbursement for expenses
incurred in connection with the purchase agreement and the sale
transaction.  The ARXX Debtors and Airlite agreed that the closing
date is Feb. 3.  Should the parties be unable to close on Feb. 3,
the Closing Date will be Feb. 10, or other date as agreed by the
parties.

A hearing on the sale procedures motion is scheduled for Jan. 31,
2014, at 11:00 a.m.  Objections are due Jan. 24.

The case is In re ARXX Corp., 13-bk-13313, U.S. Bankruptcy Court,
District of Delaware (Wilmington).  Judge Kevin J. Carey presides
over the Chapter 15 case.  The Debtor is represented by Duff &
Phelps Canada Restructuring Inc. as receiver and foreign
representative.  Duff & Phelps is represented by Matthew Barry
Lunn, Esq., Justin P. Duda, Esq., and Ian J. Bambrick, Esq., at
Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware.


ARXX CORP: Receives Provisional Relief under Chap. 15
-----------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware entered an order granting ARXX Corp., et al., granting
provisional relief under Chapter 15 of the U.S. Bankruptcy Code in
aid of the proceeding under Canada's Bankruptcy and Insolvency Act
pending before the Ontario Superior Court of Justice, Commercial
List.

Pending entry of an order recognizing the Canadian Proceeding as
the "foreign main proceeding," Sections 362 and 365(e) of the U.S.
Bankruptcy Code will apply in the Chapter 15 cases and the order
will operate as a stay of execution against the ARXX Debtors and
their businesses and assets within the territorial jurisdiction of
the United States pursuant to Section 1519(a)(1) of the U.S.
Bankruptcy Code.

All persons and entities are enjoined from (a) continuing any
action or commencing any additional action involving the ARXX
Debtors, their assets, or the proceeds thereof, or their former,
current, or future directors or officers; (b) enforcing any
judicial, quasi-judicial, administrative, or regulatory judgment,
assessment, order, or arbitration award against the ARXX Debtors
or their respective assets; (c) commencing or continuing any
action to create, perfect, or enforce any lien, setoff, or other
claim against the ARXX Debtors or their respective assets; or (d)
managing or exercising control over the ARXX Debtors' assets
located within the territorial jurisdiction of the United States.

Judge Carey found that Duff & Phelps Canada Restructuring Inc. as
receiver and foreign representative for ARXX and its affiliates
has demonstrated a substantial likehood of success on the merits
that (i) the ARXX Debtors are subject to a pending "foreign main
proceeding" as the term is defined in Section 1502(4) of the U.S.
Bankruptcy Code; (ii) the Receiver is a "foreign representative"
as the term is defined in Section 101(24) of the U.S. Bankruptcy
Code; and (iii) all statutory elements for recognition of the
Canadian Proceeding are satisfied in accordance with Section 1517
of the U.S. Bankruptcy Code.

The case is In re ARXX Corp., 13-bk-13313, U.S. Bankruptcy Court,
District of Delaware (Wilmington).  Judge Kevin J. Carey presides
over the Chapter 15 case.  The Debtor is represented by Duff &
Phelps Canada Restructuring Inc. as receiver and foreign
representative.  Duff & Phelps is represented by Matthew Barry
Lunn, Esq., Justin P. Duda, Esq., and Ian J. Bambrick, Esq., at
Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware.


BAJA SOL CANTINA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Baja Sol Cantina EP, LLC
        PO BOX 309
        Anoka, MN 55303

Case No.: 14-40026

Chapter 11 Petition Date: January 3, 2014

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Hon. Kathleen H Sanberg

Debtor's Counsel: John D. Lamey, III, Esq.
                  LAMEY LAW FIRM, P.A.
                  980 Inwood Ave N
                  Oakdale, MN 55128
                  Tel: 651-209-3550
                  Email: bankrupt@lameylaw.com

Total Assets: $0

Total Liabilities: $6.32 million

The petition was signed by Michael Wigley, chief manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mnb14-40026.pdf


BETSEY JOHNSON: Hires Donlin Recano as Solicitation & Voting Agent
------------------------------------------------------------------
Betsey Johnson LLC seeks authorization from the U.S. Bankruptcy
Court for the Southern District of New York to employ Donlin,
Recano & Company, Inc. as solicitation and voting agent, nunc pro
tunc to Dec. 16, 2013.

The Debtor requires Donlin Recano to:

   (a) assist with, among other things, solicitation, balloting
       and tabulation and calculation of votes, as well as
       preparing any appropriate reports, as required in
       furtherance of confirmation of plans of reorganization (the
       "Balloting Services");

   (b) generating an official ballot certification and testifying,
       If necessary, in support of the ballot tabulation results;

   (c) in connection with the Balloting Services, handle requests
       For documents from parties in interest;

   (d) provide a confidential data room, if requested;

   (e) managing and coordinating any distributions pursuant to a
       confirmed plan of reorganization or otherwise; and

   (f) provide such other processing, solicitation, balloting and
       Other administrative services described in the Services
       Agreement, but not included in the Section 156(c)
       Application, as may be requested from time to time by the
       Debtor, the Court or the Clerk.

Donlin Recano will be paid at these discounted hourly rates:

       Senior Bankruptcy Consultant         $217
       Consultant                           $205
       Case Manager                         $149-$180
       Tech/Programming Consultant          $138-$158
       Analyst                              $115
       Clerical                              $46

Donlin Recano will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Prior to the filing of the Chapter 11 case, the Debtor paid Donlin
Recano a $15,000 retainer.  No additional retainer is being paid
for Donlin Recano's expanded services.

Colleen McCormick, chief operating officer of Donlin Recano,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

Donlin Recano can be reached at:

       Colleen McCormick
       DONLIN, RECANO & COMPANY, INC.
       419 Park Avenue South
       New York, NY 10016
       Tel: (212) 481-1411
       Fax: (212) 481-1416

                       About Betsey Johnson

New York-based women's fashion retailer Betsey Johnson LLC filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-11732)
on April 26, 2012, to effectuate a sale of its assets.

Formed as B.J. Vines by its namesake, iconic fashion designer
Betsey Johnson in 1978, the Debtor sells clothing, footwear,
handbags and a signature fragrance through 63 Betsey Johnson
retail stores and outlets in the U.S.  The Company, which has 400
employees, also sells its products in department and specialty
stores worldwide, including Macy's and Lord & Taylor, and online
at http://www.betseyjohnson.com/ Non-debtor subsidiaries operate
five stores in Canada and one store in England.

In 2010, Steven Madden Ltd. a footwear designer and marketer,
swapped US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$50 million term loan
used to finance the business' acquisition by Castanea Partners.
At the same time, Castanea, the company's majority owner, made a
new capital investment of US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

Judge James Peck oversees the case.  The Debtor tapped the law
firm of Goulston & Storrs, as counsel; Togut, Segal & Segal, LLP,
as co-counsel; and Donlin Recano & Company as claims and notice
agent.  The petition was signed by Jonathan Friedman, chief
financial officer.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.

In May 2012, Betsey Johnson received court approval to begin
liquidation after the Debtor failed to attract going concern
bidders.  Liquidators Gordon Brothers Group Inc. and Hilco
Merchant Resources LLC offered the top bid for the right to run
the chain's going-out-of-business sales.  The bid brought the
Debtor about $5.2 million immediately, and more money could
trickle in to pay off debts if the liquidation effort brings
in more money than expected.

Hilco is represented by Chris L. Dickerson, Esq., at DLA Piper
LLP (US).  Counsel for Steven Madden, Ltd., is Neil Herman, Esq.,
at Morgan, Lewis & Bockius LLP.  Counsel for First Niagara
Commercial Finance, Inc., the DIP Lender, is James C. Fox, Esq.,
at Ruberto, Israel & Weiner.


BIG LOTS: Liquidation World Closes 4 Stores in Nova Scotia
----------------------------------------------------------
The Herald Business reports that Liquidation World to shut down
four stores in Nova Scotia, Canada, putting dozens out of work.
Liquidation World is closing stores in Halifax, Dartmouth, Truro
and Amherst as part of a national shutdown, according to the
report.

The report notes that particular closing dates at the four Nova
Scotia stores, and another 74 across Canada, will be linked to
individual lease renewals dates, according to owner Big Lots, Inc.
of Columbus, Ohio.

The complete shutdown of Canadian operations and stores is to be
completed in the first quarter of 2014, according to the company,
the report discloses.

Big Lots picked up the financially troubled Liquidation World
operation in July 2011, in the first expansion of its retail
operations outside the United States, the report recalls.

Liquidation World operates out of Brampton, Ont., and has about
1,600 employees across Canada. Each store employs an average of 20
to 30 full- and part-time workers.  Besides the retail side, which
features a broad assortment of consumer closeout merchandise, the
company is also one of Canada's biggest liquidators.

The shutdown of Canadian operations was announced this month when
Big Lots presented fourth-quarter results for 2013 to investors,
the report says.

"We intend to begin an orderly wind-down process immediately and
expect that principal operations (in Canada) will cease during the
first quarter of fiscal 2014," the company said, the report notes.

A fourth-quarter loss from Canadian operations was estimated to be
about $40 million.

"We have decided to exit the unprofitable Canadian market," the
company said.

Big Lots operations in Canada consist of 73 stores under the
Liquidation World or LW brand names, five stores under the Big
Lots brand name, two distribution centres and an office.

"Over the last two years we have invested in this business, and
our team in Canada has worked diligently to turn it around," the
company said.


BIOVEST INTERNATIONAL: Cherry Bekaert Raises Going Concern Doubt
----------------------------------------------------------------
Biovest International, Inc., filed with the U.S. Securities and
Exchange Commission on Dec. 27, 2013, its annual report on Form
10-K for the fiscal year ended Sept. 30, 2013.

Cherry Bekaert LLP expressed substantial doubt about the
Company's ability to continue as a going concern, citing 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.

The Company reported a net loss of $1.48 million on $1.5 million
of total revenue for the period from July 1 through Sept. 30,
2013.

The Company's balance sheet at Sept. 30, 2013, showed $43.62
million in total assets, $1.65 million in total liabilities, and
stockholders' equity of $41.97 million.

A copy of the Form 10-K is available 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.

Biovest has successfully emerged from Chapter 11 reorganization
effective on July 9, 2013.

The Company's balance sheet at June 30, 2013, showed $5.92 million
in total assets, $49.11 million in total liabilities and a $43.18
million total stockholders' deficit.


BLUE REAL ESTATE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Blue Real Estate Holdings, LLC
        185 Riverdale Avenue, Suite 101
        Yonkers, NY 10705

Case No.: 14-22007

Chapter 11 Petition Date: January 3, 2014

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

Judge: Hon. Robert D. Drain

Debtor's Counsel: Jerold Rotbard, Esq.
                  HAROLD, SALANT, STRASSFIELD & SPIELBERG
                  81 Main Street, Suite 205
                  White Plains, NY 10601
                  Tel: (914) 683-2500
                  Fax: (914) 683-1279
                  Email: jrotbard@hsss.org

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Thomas J. Conneally, managing member.

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


BONDS.COM GROUP: Henri J. Chaoul Held 6.4% Stake at June 30
-----------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Henri J. Chaoul, Ph.D., disclosed that as of  June 20,
2013, he beneficially owned 16,625 shares of common stock of
Bonds.com Group, Inc., representing 6.39 percent of the shares
outstanding.

On June 20, 2013, the Company granted Mr. Chaoul a non-qualified
stock option for the purchase of 16,625 shares of the Company's
Common Stock, which was fully vested and exercisable upon grant.
The option expires on June 20, 2020.



A copy of the regulatory filing is available at:

                        http://is.gd/ELNZ39

                       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.


BOOMERANG SYSTEMS: Incurs $11.2 Million Net Loss in Fiscal 2013
---------------------------------------------------------------
Boomerang Systems, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $11.22 million on $2.71 million of total revenues
for the year ended Sept. 30, 2013, as compared with a net loss of
$17.42 million on $1.14 million of total revenues during the prior
year.

As of Sept. 30, 2013, the Company had $4.16 million in total
assets, $26.13 million in total liabilities and a $21.97 million
total stockholders' deficit.

                        Bankruptcy Warning

"Our operations may not generate sufficient cash to enable us to
service our debt.  If we were to fail to make any required payment
under the Loan Agreement, notes and agreements governing our
indebtedness or fail to comply with the covenants contained in the
Loan Agreement, notes and agreements, we would be in default.  A
debt default could significantly diminish the market value and
marketability of our common stock and could result in the
acceleration of the payment obligations under all or a portion of
our consolidated indebtedness, or a renegotiation of our Loan
Agreement with more onerous terms and/or additional equity
dilution.  If the debt holders were to require immediate payment,
we might not have sufficient assets to satisfy our obligations
under the Loan Agreement, notes or our other indebtedness.  It may
also enable their lenders under the Loan Agreement to foreclose on
the Company's assets and/or its ownership interests in its
subsidiaries.  In such event, we could be forced to seek
protection under bankruptcy laws, which could have a material
adverse effect on our existing contracts and our ability to
procure new contracts as well as our ability to recruit and/or
retain employees.  Accordingly, a default could have a significant
adverse effect on the market value and marketability of our common
stock," the Company said in the Annual Report.

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

                        http://is.gd/vzJoE8

                      About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.


BRETHREN HILLCREST: S&P Raises Rating to 'BB+'; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating and
underlying rating (SPUR) to 'BB+' from 'BB' on La Verne, Calif.'s
series 2003A and 2003B debt, issued for Brethren Hillcrest Homes
(Hillcrest).  The outlook is stable.

"The upgrade reflects our view of Hillcrest's continued progress
with improving the organization's financial profile, specifically
a marked increase in days' cash on hand during the past few
years," said Standard & Poor's credit analyst Kenneth Gacka.

Additional credit factors supporting the 'BB+' ratings and stable
outlook include S&P's opinion of:

   -- Hillcrest's improved days' cash on hand during the past few
      years, which now exceeds its required covenant for the past
      three audited years;

   -- The organization's adequate overall demand; and

   -- The strong management team leading the organization's
      improvement initiatives, positively impacting Hillcrest's
      financial profile during the past few years.

At June 30, 2013, Hillcrest had $40.3 million of long-term debt.


BUILDING #19: Gets Final OK to Use Cash Collateral
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts, for
reasons set forth on the record and in the absence of any
objections, granted final authority for Building #19, Inc. to
access its cash collateral.

A status conference in the case will be held on Jan. 31, 2014, at
10:30 a.m., according to the Court.

                     About Building #19, Inc.

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

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official committee of unsecured creditors.
The Committee retained Duane Morris LLP as its counsel.



C&K MARKET: Files Schedules of Assets and Liabilities
-----------------------------------------------------
C&K Market Inc. filed with the U.S. Bankruptcy Court for the
District of Oregon its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $42,635,000
  B. Personal Property         $ 115,061,921
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $37,847,683
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,202,819
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $62,553,733
                                 -----------      -----------
        TOTAL                   $157,696,921     $101,604,234

                       About C&K Market

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

Based in Brookings, Oregon, family-owned C&K has 60 stores, with
41 in Oregon and 19 in northern California, according to court
documents. Operating under the names of Ray's Food Place, Shop
Smart and C&K Market, the company intends to sell or close about
21 stores.

C&K Market said bankruptcy resulted from competition from big-box
stores such as Wal-Mart Stores Inc. and Costco Wholesale Corp.

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

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


C&K MARKET: Great American OK'd to Conduct Store Closing Sales
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon has granted
C&K Markets, Inc., authority to employ Great American Group, LLC,
to conduct store closing sales.

As reported by the Troubled Company Reporter on Nov. 29, 2013, the
Debtor will pay Great American a fee equal to 4.0% of the gross
proceeds of merchandise sold during store closing sales payable
weekly, without further order of the Court.  The Debtor will also
pay Great American a commission equal to 20% of the proceeds from
the sale of fixtures and equipment, plus reimburse Great
American's actual out of pocket expenses incurred in connection
with the sale of fixtures and equipment.


                         About C&K Market

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

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

In its schedules, the Debtor disclosed $157,696,921 in total
assets and $101,604,234 in total liabilities.


C&K MARKET: Has Nod to Hire Food Partners as Financial Advisors
---------------------------------------------------------------
C&K Markets, Inc., obtained permission from the U.S. Bankruptcy
Court for the District of Oregon to employ Food Partners, LLC, as
financial advisors.

As reported by the Troubled Company Reporter on Nov. 29, 2013,
Food Partners will provide financial analysis, modeling, reports
and testimony, if necessary, and advising and assisting with the
possible sale to one or more third parties of certain of the
Debtor's retail grocery stores and related assets.

                          About C&K Market

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

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

In its schedules, the Debtor disclosed $157,696,921 in total
assets and $101,604,234 in total liabilities.


CAMPUS HABITAT: Seeks to Use Cash Collateral to Operate
-------------------------------------------------------
Campus Habitat 15, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Wyoming to use cash collateral.

The Debtor states in court papers that it is concerned that if it
is not able to use cash collateral it will have to shut down
operations at its housing complex.  Paul Hunter, Esq., in
Cheyenne, Wyoming, asserts that very limited operations will
reduce occupancy and may result in significant damage claims from
the lessees.  The inability to use cash collateral will
dramatically lowers the value of the complex and eliminate the
possibility of a sale that could pay the unsecured creditors in
full, Mr. Hunter adds.

The Debtor proposes to grant Duetsche Bank Trust Company of the
Americas, as Trustee for the Registered Holders of Wells Fargo
Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-
Through Certificates, Series 2011-C3, as secured creditor, a
preliminary postpetition lien on all postpetition accounts
receivable, inventory, accounts and equipment until the time as
the Debtor's use of cash collateral can be finally approved by the
court after a final hearing.  The Debtor will also keep all its
assets fully insured and will provide the creditors with a monthly
operating report, and all other reports filed with the United
States Trustee.

Campus Habitat 15, LLC, aka University Lodge, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No.
13-21179) on Dec. 29, 2013.  The case is assigned to Judge Peter
J. McNiff.  The Debtor is represented by Paul Hunter, Esq., in
Cheyenne, Wyoming.


CAMPUS HABITAT: Employs Paul Hunter, Esq., as Bankruptcy Counsel
----------------------------------------------------------------
Campus Habitat 15, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Wyoming to employ Paul Hunter, Esq., as
counsel.

The terms of the applicant's employment are $200 per hour.  Mr.
Hunter received a $5,000 retainer payment from the Debtor prior to
the Petition Date.  Mr. Hunter will also be reimbursed for any
necessary out-of-pocket expenses.

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

Campus Habitat 15, LLC, aka University Lodge, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No.
13-21179) on Dec. 29, 2013.  The case is assigned to Judge Peter
J. McNiff.  The Debtor is represented by Paul Hunter, Esq., in
Cheyenne, Wyoming.


CAMPUS HABITAT: Schedules and Statement Due Jan. 13
---------------------------------------------------
Tim J. Ellis, clerk of court for the U.S. Bankruptcy Court for the
District of Wyoming, notified Campus Habitat 15, LLC, that it has
to submit its Schedules D, E, and F, and statement of financial
affairs on or before Jan. 13, 2014, or its Chapter 11 case will be
automatically dismissed without further notice.

Campus Habitat 15, LLC, aka University Lodge, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No.
13-21179) on Dec. 29, 2013.  The case is assigned to Judge Peter
J. McNiff.  The Debtor is represented by Paul Hunter, Esq., in
Cheyenne, Wyoming.


CAMPUS HABITAT: Section 341(a) Meeting Set on January 23
--------------------------------------------------------
A meeting of creditors in the bankruptcy case of Campus Habitat
15, LLC, will be held on Jan. 23, 2014, at 10:00 a.m. at 308 West
21st Street, 2nd Floor, Federal Building, Cheyenne, WY.  Creditors
have until April 23, 2014, to submit their proofs of claim.

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

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

Campus Habitat 15, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Wyo. Case No. 13-21179) on Dec. 29, 2013.  Maximus A.
Yaney signed the petition as manager.  The Debtor estimated assets
and debts of at least $10 million.  Paul Hunter, Esq., serves as
the Debtor's counsel.  The Hon. Peter J. McNiff presides over the
case.


CASPIAN SERVICES: Delays Form 10-K for Fiscal 2013
--------------------------------------------------
Caspian Services, Inc., 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 the Form 10-K could not be
timely filed because management requires additional time to
compile and verify the data required to be included in the report.
The report will be filed within 15 calendar days of the date the
original report was due.

                      About Caspian Services

Headquartered in Salt Lake City, Caspian Services, Inc., was
incorporated under the laws of the state of Nevada on July 14,
1998.  Since February 2002 the Company has concentrated its
business efforts to provide diversified oilfield services to the
oil and gas industry in western Kazakhstan and the Caspian Sea,
including providing a fleet of vessels, onshore, transition zone
and marine seismic data acquisition and processing services and a
marine supply and support base in the port of Bautino, in Bautino
Bay, Kazakhstan.

The Company's balance sheet at June 30, 2013, showed $81.44
million in total assets, $88.63 million in total liabilities and a
$7.19 million total deficit.

                        Bankruptcy Warning

In September 2011, the Company executed an agreement to
consolidate and restructure certain outstanding loans in the total
aggregate amount of $35,246 with an otherwise unrelated
individual.  Closing of the Loan Restructuring Agreement is
subject to a number of closing conditions, including among other
things, the Investor reaching agreement with the European Bank for
Reconstruction and Development to restructure certain EBRD
financing agreements with the Company.  Until the closing of the
Loan Restructuring Agreement, the restructured loans will be
treated as current liabilities.

The Company funded a portion of the construction of its marine
base through a combination of debt and equity financing with EBRD
pursuant to which EBRD provided $18,600 of debt financing and made
an equity investment in the marine base in the amount of $10,000
in exchange for a 22 percent equity interest in Balykshi.

"Should EBRD accelerate its loan or its put option or should the
Loan Restructuring Agreement with Investor not close, we would
have insufficient funds to satisfy our obligations to EBRD and or
to Investor, collectively or individually.  If we are unable to
satisfy those obligations, EBRD and/or Investor could seek any
legal remedy available to obtain repayment, including forcing the
Company into bankruptcy, or foreclosing on the loan collateral,
which, in the case of EBRD includes the marine base and other
assets and bank accounts of Balykshi and CRE, and in the case of
Investor includes other assets of the Company," the Company said
in its quarterly report for the period ended June 30, 2013.

"The ability of the Company to continue as a going concern is
dependent upon, among other things, its ability to successfully
negotiate and conclude restructured financing agreements with EBRD
and Investor and its ability to generate sufficient revenue from
operations, or to identify a financing source that will provide
the Company the ability to satisfy its repayment and guarantee
obligations under the restructured financing agreements.
Uncertainty as to the outcome of these factors raises substantial
doubt about the Company's ability to continue as a going concern,"
the Company added.


CELL THERAPEUTICS: Had $62.9MM Financial Standing at Nov. 30
------------------------------------------------------------
Cell Therapeutics, Inc., or CTI Parent Company provided
information pursunt to a request from the Italian securities
regulatory authority, CONSOB, pursuant to Article 114, Section 5
of the Italian Legislative Decree no. 58/98, that the Company
issue at the end of each month a press release providing a monthly
update of certain information relating to the Company's financial
situation.

The total estimated and unaudited net financial standing of CTI
Parent Company as of Nov. 30, 2013, was $62.9 million.   The total
estimated and unaudited net financial standing of CTI Consolidated
Group as of Nov. 30, 2013, was $64.9 million.

In November the Company received an upfront payment of $60 million
related to a licensing agreement with Baxter International Inc. to
develop and commercialize pacritinib.  The upfront payment
included an equity investment of $30 million.

CTI Parent Company trade payables outstanding for greater than 30
days were approximately $4.5 million as of Nov. 30, 2013.  CTI
Consolidated Group trade payables outstanding for greater than 30
days were approximately $5.8 million as of Nov. 30, 2013.

During November 2013, there were solicitations for payment only
within the ordinary course of business and there were no
injunctions or suspensions of supply relationships that affected
the course of normal business.

As of Nov. 30, 2013, there were no amounts due of a financial or
tax nature, or amounts due to social security institutions or to
employees.

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

                        http://is.gd/qXeLYQ

                       About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company's balance sheet at Sept. 30, 2013, showed
$47.23 million in total assets, $33.39 million in total
liabilities, $13.46 million in common stock purchase warrants, and
$387,000 in total shareholders' equity.

                           Going Concern

The Company's independent registered public accounting firm
included an explanatory paragraph in its reports on the Company's
consolidated financial statements for each of the years ended
Dec. 31, 2007, through Dec. 31, 2011, regarding their substantial
doubt as to the Company's ability to continue as a going concern.
Although the Company's independent registered public accounting
firm removed this going concern explanatory paragraph in its
report on the Company's Dec. 31, 2012, consolidated financial
statements, the Company expects to continue to need to raise
additional financing to fund its operations and satisfy
obligations as they become due.

"The inclusion of a going concern explanatory paragraph in future
years may negatively impact the trading price of our common stock
and make it more difficult, time consuming or expensive to obtain
necessary financing, and we cannot guarantee that we will not
receive such an explanatory paragraph in the future," the Company
said in its quarterly report for the period ended Sept. 30, 2013.

The Company added that it may not be able to maintain its listings
on The NASDAQ Capital Market and the Mercato Telematico Azionario
stock market in Italy, or the MTA, or trading on these exchanges
may otherwise be halted or suspended, which may make it more
difficult for investors to sell shares of the Company's common
stock.

                         Bankruptcy Warning

"We have acquired or licensed intellectual property from third
parties, including patent applications relating to intellectual
property for pacritinib, PIXUVRI, tosedostat, and brostallicin.
We have also licensed the intellectual property for our drug
delivery technology relating to Opaxio which uses polymers that
are linked to drugs, known as polymer-drug conjugates.  Some of
our product development programs depend on our ability to maintain
rights under these licenses.  Each licensor has the power to
terminate its agreement with us if we fail to meet our obligations
under these licenses.  We may not be able to meet our obligations
under these licenses.  If we default under any license agreement,
we may lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights," the
Company said in its Form 10-Q for the period ended Sept. 30, 2013.


CHRYSLER GROUP: Moody's Affirms 'B1' CFR on Fiat Acquisition Deal
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Chrysler Group
LLC following the announcement that Fiat S.p.A. (Ba3/Negative)
reached an agreement with the UAW Retiree Medical Benefits Trust
(VEBA Trust) to acquire the 41.5% of the membership interests of
Chrysler that it does not already own for total consideration of
$3.65 billion. Chrysler ratings affirmed include: Corporate Family
Rating (CFR) -- B1; Probability of Default Rating (PDR) -- B1-PD;
secured 1st-lien term loan and credit facility -- Ba1 (LGD2, 11);
secured 2nd lien notes -- B1 (LGD3, 42); and Speculative Grade
Liquidity rating -- SGL-2. The rating outlook remains stable.

Ratings Rationale

The affirmation of the Chrysler ratings anticipates that the
transaction, which will give Fiat 100% ownership of Chrysler and
is expected to close by January 20, 2014, will facilitate further
integration of the financial and operating strategies of the two
companies. The benefits of this integration to Chrysler, however,
will be mitigated by the use of a portion of Chrysler's balance
sheet liquidity to facilitate Fiat's purchase of the shares. No
decision has been announced concerning the final legal and
financial reporting structure that Chrysler will maintain as a
result of its being 100%-owned by Fiat. Consequently Moody's is
maintaining separate CFRs for each company.

As part of the transaction, Chrysler will make a $1.9 billion
special distribution to its members (pro rata to Fiat and the VEBA
Trust) and will also make four equal annual contributions of $175
million ($700 million in total) to the VEBA Trust. The initial
$175 million payment will be made on closing of the transaction.
Consequently, Chrysler's total cash payment upon the closing will
be $2.1 billion and is expected to be funded by cash on hand.

Chrysler's liquidity position at September 2013 consisted of $11.5
billion in cash and securities, and $1.3 billion in available
credit facilities. In addition, the company expects to generate in
excess of $800 million in free cash flow during the fourth quarter
of 2013. This gross liquidity position of approximately $13.6
billion would be reduced to approximately $11.5 billion as a
result of the transaction. Despite this reduction in liquidity,
Chrysler would have adequate capacity to fund major cash
requirements. These requirements include $600 million in current
maturities of long term debt and approximately $3 billion that we
estimate is needed to fund intra period working capital
requirements. Nevertheless, this reduction in liquidity is a
credit negative given the pronounced cyclicality of the sector and
the need to be able to fund product development programs through
the cycle.

Chrysler's B1 CFR continues to benefit from the healthy market
acceptance of its new product offerings, favorable market share
performance and continued recovery of demand in the US automotive
market. We expect that US industry shipments during 2014 will grow
by 3% to 16.25 million units from approximately 15.8 million units
during 2013. These positive factors are tempered by the company's
relatively modest new product introduction schedule for 2014, and
by the challenges faced as it integrates with Fiat. Ongoing
weakness in Fiat's core European and Brazilian markets will
continue to stress the operating performance, credit metrics and
cash generation of the combined group.

Chrysler's credit metrics for the twelve months through September
2013 (reflecting Moody's standard adjustments) provide adequate
support for the B1 CFR, and include: EBITA margin - 4.2%;
EBITA/interest - 1.6x; and debt/EBITDA - 4.0x.

There could be upward potential for the rating over the long term
if Fiat demonstrates progress in addressing its challenges in
Europe and Brazil, and if Chrysler's legal and priority of claim
structure preserves the interest of its creditors as the company
is further integrated into Fiat. Upward rating movement would also
be contingent upon Chrysler continuing to successfully implement
its portfolio revitalization plan. Metrics that could support
consideration for a higher rating include an ability to maintain
an EBITA margin of 5%, EBITA/interest above 2x, and free cash flow
that approaches $2 billion.

Chrysler's rating could come under downward pressure if the
company's product renewal program stalls due to flawed execution
or poor consumer acceptance. An additional source of pressure on
Chrysler's rating could develop if Fiat's operating performance
continues to erode and causes additional financial or operating
strain on Chrysler as part of the integrated group. Credit metric
levels at Chrysler that might signal pressure on its rating
include EBITA margin of 3.5% and EBITA/interest below 1.5x for a
sustained period.

The principal methodology used in this rating was the Global
Automobile Manufacturer Industry published in June 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


COMARCO INC: Has $551-K Net Income in Oct. 31 Quarter
-----------------------------------------------------
Comarco, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net
income of $551,000 on $1.51 million of revenues for the three
months ended Oct. 31, 2013, compared to a net loss of $2.24
million on $1.13 million of revenues for the same period in the
prior year.

The Company's balance sheet at Oct. 31, 2013, showed $2.39 million
in total assets, $9.78 million in total liabilities, and
stockholders' deficit of $7.39 million.

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

                       http://is.gd/4d9sfp

                        About Comarco Inc.

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.

Comarco disclosed a net loss of $5.59 million on $6.33 million of
revenue for the year ended Jan. 31, 2013, as compared with a net
loss of $5.31 million on $8.06 million of revenue for the year
ended Jan. 31, 2012.  Comarco's balance sheet at July 31, 2013,
showed $2.93 million in total assets, $10.89 million in total
liabilities and a $7.95 million total shareholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, 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 and
negative cashflow from operations, has negative working capital
and uncertainties surrounding the Company's ability to raise
additional funds.  These factors, among others, raise substantial
doubt about its ability to continue as a going concern.


COMMUNITY TOWERS: Fights SJTC on Turnover of Funds
--------------------------------------------------
Community Towers I, LLC, et al., filed an objection to the request
of San Jose Towers Corp., as the assignee of secured creditor
CIBC, for court authorization requiring the Debtors to turnover
all of the funds now remaining in the Debtors' In Possession
Account.

According to Mr. Conti, SJTC premises its motion on the claim that
all of the funds in the DIP Account constitute "rents and profits"
from the real property (which they have foreclosed upon), and to
which they are allegedly entitled as "additional security" arising
out of the loan transaction with the Debtors.  The sole authority
cited by SJTC for its alleged "right" to the DIP Account is
Section 552(b)(2).  "However, Section 552(b)(2), by its very
terms, applies only to rents collected post-petition.  Any right
to post-petition rents does not 'ipso facto' entitle CIBC to the
entire balance of the DIP Account.  In fact, the DIP account does
not contain exclusively post-petition rents and profits.  Rather,
it contains a significant portion of the Debtors' pre-petition
operating profits which CIBC is not entitled to by virtue of the
express terms of the party's agreement as well as applicable State
law," Mr. Conti stated.

The Debtors asserted in a filing dated Dec. 13, 2013, that SJTC is
not entitled to a turnover of the DIP Account.  The Debtors "do
not deny that SJTC is entitled to the net rents and profits
received post-petition to the extent they exceeded costs incurred
in the operation of the real property during the pendency of this
case.  Based upon the Debtors' Monthly Operating Reports, the
balance that SJTC is entitled to is $377,992.002.  The Debtors
respectfully assert that this is the maximum amount that the SJTC
can claim as additional security in the DIP Account," William L.
Conti, Esq., at the Law Offices of William L. Conti, the attorney
for the Debtors, said.

Mr. Conti stated, "By virtue of the express terms of the Deed of
Trust and Security Agreement, and California Civil Code Section
2938, CIBC did not perfect its right to enforce the assignment of
rents and profits of the property until Sept. 1, 2011, when they
filed their Notice of Default.  In fact, until such time as
written Notice of Default is provided, Debtors had the absolute
right to the rents and profits from the real property both by law
and according to the parties' agreement."

On Dec. 16, 2013, Vincent J. Novak, Esq., at Morrison & Foerster
LLP, the attorney for SJTC, filed a response to the Debtors'
objection, saying, "CIBC, and now SJTC, had a security interest in
the rents collected prepetition that made such rents its cash
collateral when the cases commenced, and makes them cash
collateral today to the extent they remain in the accounts
postpetition.  The Debtors' analysis is that only the net increase
in cash over the course of the cases is SJTC's cash collateral.
The premise of this analysis is that the first dollars spent by
the Debtors postpetition were always the cash collateral, and
never the allegedly remaining unencumbered prepetition rents."

SJTC is represented by:

         MORRISON & FOERSTER LLP
         Adam A. Lewis, Esq.
         Vincent J. Novak, Esq.
         Kristin A. Hiensch, Esq.
         425 Market Street
         San Francisco, California 94105-2482
         Tel: (415) 268-7000
         Fax: (415) 268-7522
         E-mail: ALewis@mofo.com
                 VNovak@mofo.com
                 KHiensch@mofo.com

                  About Community Towers I

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N.D. Cal. Lead Case No.
11-58944) on Sept. 26, 2011, in San Jose, California.  Community
Towers I disclosed $51,939,720 in assets and $39,479,784 in
liabilities as of the Chapter 11 filing.

John Walshe Murray, Esq., at Dorsey & Whitney LLP, represents the
Debtor as counsel, in substitution for Murray & Murray, A
Professional Corporation.  ACM Capital serves as financial
advisor.

Community Towers I, LLC, et al., submitted to the U.S. Bankruptcy
Court for the Northern District of California a Disclosure
Statement explaining the Second Amended Joint Plan of
Reorganization dated Aug. 16, 2013.

As reported in the Troubled Company Reporter on March 5, 2013, the
Court denied confirmation of the prior version of the Debtors'
Joint Chapter 11 Plan.  CIBC Inc., voted against the Joint Plan
and opposed confirmation contending that the Joint Plan (1)
improperly includes a third party release in violation of 11
U.S.C. Section 524; violates Section 1129(a)(11) because it is not
feasible; and is not fair and equitable to CIBC because the
interest rate proposed to be paid is inadequate to compensate CIBC
for the risk inherent in its loan to Debtors.


CLERMONT SCAPES: Filed for Chapter 7 Liquidation
------------------------------------------------
Orlando Sentinel reports that Clermont Scapes Inc., filed for
liquidation under Chapter 7 of the U.S. Bankruptcy on Dec. 17.

Clermont Scapes Inc. is located in 17712 N. Highway 33, Groveland.

It disclosed liabilities of $1.46 million.

Major creditors are:

   -- SunTrust Bank, Baltimore, Md., $550,000;
   -- SunTrust Bank, Richmond, Va., $193,263;
   -- BB&T, Charlotte, N.C., $136,000.

A meeting of creditors is set for Jan. 16.


COOPER-BOOTH WHOLESALE: Seeks 3rd Plan Filing Extension Thru March
------------------------------------------------------------------
Cooper-Booth Wholesale, L.P., et al., filed a third motion seeking
an extension of their exclusive plan filing period through
March 31, 2014, and their exclusive plan solicitation period
through May 31, 2014.

The Debtors disclose that they are engaged in discussions and
negotiations with PNC Bank, Zurich American Insurance Company, the
Creditors Committee, and individual creditors in order to explore
various options available to formulate a feasible plan or plans.
The discussions are ongoing, they aver.

The Debtors also relate that they need the additional time to
consider additional proposals that that they expect will be
extended in order to fund a plan or plans.

The Debtors' current exclusive plan filing period is set to expire
on Jan. 16, 2014.

                  About Cooper-Booth Wholesale

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

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

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

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

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


COOPER TIRE: Merger Termination No Impact on Moody's 'B1' CFR
-------------------------------------------------------------
Moody's Investors Service said that the recent announcement by
Cooper Tire & Rubber Company that it has terminated the merger
agreement with Apollo Tyres is viewed as a credit positive
development, but does not impact Cooper Tire's current B1
Corporate Family Rating and review for possible downgrade. "We
anticipate that the termination of the merger agreement will
reduce the prospects for a significant increase in financial
leverage and will resolve the work stoppage at the Cooper
Chengshan Tire joint venture, which are considered positive
developments. However, we also believe that weaker operating
trends experienced in second quarter 2013 results are likely to
further adversely affect the company's financial performance, and
that in the absence of the merger with Apollo, Cooper's
initiatives to enhance shareholder value will need to be
reassessed, resulting in the ongoing review for possible
downgrade.

The last rating action for Cooper Tire was on June 17, 2013 when
the company's B1 Corporate Family Rating was placed under review
for possible downgrade.

The principal methodology used in this rating was the Global
Automotive Supplier Industry Methodology published in May 2013.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Cooper Tire & Rubber Company, headquartered in Findlay, OH, is the
fourth largest tire manufacturer in North America and is focused
on the replacement markets for passenger cars and light and medium
duty trucks. Revenues for the LTM period ending June 2013 were
approximately $3.9 billion.


DESIGNER FURNITURE: Liquidation Sale Underway
---------------------------------------------
Ian Hicks at the Herald Star reports that about six weeks after
filing for Chapter 11 bankruptcy protection, Designer Furniture
Warehouse on Thursday began selling off inventory as it prepares
to close stores in St. Clairsville and seven other locations in
Ohio and Western Pennsylvania.

Other stores that will be closing include New Philadelphia,
Zanesville, Chillicothe, Niles and Heath in Ohio; and Washington
and Pleasant Hills in Pennsylvania, according to Herald Star.

The report notes that as the various stores get rid of inventory
during the liquidation sale, remaining stock will be shifted
around to various locations, so it's unclear when the St.
Clairsville store, located on Banfield Road near the Ohio Valley
Mall, will close its doors for good.

                About Designer Furniture Warehouse

Designer Furniture Warehouse, LLC, doing business as DFW
Furniture, operates stores in Ohio, West Virginia, and
Pennsylvania.  DFW sought Chapter 11 bankruptcy protection (Bankr.
S.D. Ohio Case No. 13-59015) on Nov. 13, 2013.  Attorneys at
Allen, Kuehnle Stovall & Neuman LLP represent the Debtor.  The
Debtor estimated assets and debt of $1 million to $10 million.


DETROIT, MI: Closing Arguments Continue in Swap Settlement
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that on Jan. 6 the bankruptcy judge in Detroit will hear
closing arguments by those opposed to the city's proposed $165
million settlement of a swap contract.

According to the report, the judge heard Detroit's closing
argument on Jan. 3, explaining why settlement is better than the
risk and expense of trial. Objectors contend the swap agreement
violated state law and should be void.

The new settlement saves Detroit $65 million compared with the
first version of the settlement. Bond insurers are opposing the
settlement.

Mediators, both federal judges, recommended that the bankruptcy
court approve the settlement. The settlement, if approved, would
enable Detroit to invest $120 million in infrastructure while
reducing a loan from $350 million to $285 million.

                 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.


DISPENSING DYNAMICS: S&P Retains 'B-' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its recovery
rating on U.S.-based towel and tissue dispenser manufacturer
Dispensing Dynamics International's $130 million senior secured
notes to '4' from '3', indicating average (30% to 50%) recovery in
the event of default.  The 'B-' corporate credit and issue-level
ratings on the company remain unchanged.  The recovery rating
revision occurred as part of S&P's ongoing ratings surveillance
process.

The corporate credit rating on Dispensing Dynamics International
reflects the combination of what we consider to be the company's
"vulnerable" business risk profile and "highly leveraged"
financial risk profile.  S&P's view of the company's vulnerable
business risk profile is due to its one manufacturing plant,
customer concentration, and small size and scope.  Still, the
company has a leading share in its niche markets.

Standard & Poor's views Dispensing Dynamics International's
financial risk profile as highly leveraged given S&P's expectation
that debt to EBITDA will be more than 7x at the end of 2013.  S&P
also expects that the company will generate minimal cash flow
going forward, resulting in very low funds from operations (FFO)
relative to debt because S&P expects FFO to debt to remain less
than 5% in the next 12 to 24 months.  To a lesser extent, S&P's
opinion is influenced by the company's uncertain financial
policies related to its ownership by private equity.

Rating List

Dispensing Dynamics International
Corporate Credit Rating                      B-/Negative/--

Rating Unchanged; Recovery Rating Revised     TO       FROM

Dispensing Dynamics International
$130 mil sr secd nts                         B-       B-
  Recovery Rating                             4        3


DREIER LLP: Suits Against Amaranth, Westford Go to Trial
--------------------------------------------------------
Bankruptcy Judge Stuart M. Bernstein denied cross motions for
summary judgment filed in the lawsuits, SHEILA M. GOWAN, Chapter
11 Trustee for DREIER LLP, Plaintiff, v. AMARANTH ADVISORS L.L.C.,
and AMARANTH PARTNERS LLC, Defendants; and SHEILA M. GOWAN,
Chapter 11 Trustee for the Estate of Dreier LLP, Plaintiff, v.
WESTFORD ASSET MANAGEMENT LLC, et al., Defendants, Adv. Proc. No.
10-03493 (SMB)., 10-05447(SMB) (Bankr. S.D.N.Y.).

Sheila M. Gowan, the chapter 11 trustee of the estate of Dreier
LLP, commenced the two adversary proceedings to recover transfers
made in connection with a Ponzi scheme allegedly conducted by Marc
S. Dreier, the sole equity partner of Dreier LLP.  The Chapter 11
Trustee moved for partial summary judgment in each proceeding to
recover the "profits" that the transferees received.

Certain of the defendants in the Westford Proceeding have cross-
moved to dismiss the adversary proceeding.

According to Judge Bernstein, the Motions turn on whether the
Chapter 11 Trustee has established as a matter of law that Marc
ran a Ponzi scheme and made transfers to the defendants in
connection with that scheme.  "Although much has been written and
said over the past five years about Marc and his activities,
including by Marc himself, my review is limited to the record
presented on each Motion. In each case, the record is not
sufficient to conclude as a matter of law that Marc conducted a
Ponzi scheme or made the transfers in connection with a Ponzi
scheme, and accordingly, the Motions are denied," the judge said
in a Jan. 2 Memorandum Decision available at http://is.gd/kKKDOd
from Leagle.com.

The Cross-Motion contends that the Chapter 11 Trustee cannot
establish that certain of the Westford Defendants were subsequent
transferees of the transfers that form the basis of the Westford
Proceeding.  Part of the Cross-Motion was resolved through a
stipulation dismissing the adversary proceeding as to certain
Westford Defendants with prejudice. Three cross-moving Westford
Defendants remain, and the Cross-Motion is denied as to them.

J. Benjamin King, Esq., at REID COLLINS & TSAI LLP; and Howard D.
Ressler, Esq., and Steven T. Loden, Esq., at DIAMOND McCARTHY LLP,
represent Sheila M. Gowan, Chapter 11 Trustee for the Estate of
Dreier LLP.

Steven Schwartz, Esq., Robert Michels, Esq., Stephen Senderowitz,
Esq., and Beth A. Tagliamonti, Esq., at WINSTON & STRAWN LLP,
argue for Amaranth Advisors L.L.C., and Amaranth Partners LLC.

Steven C. Bennett, Esq., Howard F. Sidman, Esq., Michael D.
Silberfarb, Esq., and Tobias S. Keller, Esq., at JONES DAY, argue
for Westford Asset Management, LLC, et al.


DUNLAP OIL: Panel Backs Bid for Plan Order Reconsideration
----------------------------------------------------------
The Unsecured Creditors Committee of Dunlap Oil Company, Inc., et
al., supports the Debtor's motion for reconsideration of the
ruling on confirmation and stay relief.

In a filing dated Dec. 13, 2013, Dean M. Dinner, Esq., at Nussbaum
Gillis & Dinner, P.C., the attorney for the Committee, said that
his client believes that reorganization of the Debtors is in the
best interest of all parties.  "In light of the positions taken by
certain of the secured creditors, reorganization appears to
represent the best means for the unsecured creditors to receive
some recovery on their claims," Mr. Dinner stated.

As reported by the Troubled Company Reporter on Dec.4, 2013, the
Debtor asked the U.S. Bankruptcy Court for the District of Arizona
to reconsider the ruling issued on Nov. 18, 2013, denying
confirmation of their First Amended Joint Plan of Reorganization
dated Feb. 14, 2013, as amended or modified, and granting stay
relief to Canyon Community Bank.  The Debtors explained that their
principals have been able to generate additional sources of cash
for funding the Plan through: (i) an additional equity infusion of
$100,000 (which brings the total equity infusion to $250,000);
(ii) favorable credit terms from suppliers which will generate
more than $100,000 in additional cash on an annual basis; (iii)
$50,000 in annual salary deferrals from management (Ted Dunlap and
Jim Martin); (iv) the sale of surplus Rolling Stock that will
result in an immediate $250,000 reduction in secured debt, and (v)
a very likely sale of the Quail Hollow Inn that will reduce
secured debt by an additional $2,000,000.  The $100,000 cash value
of a DOC key man life insurance policy also can provide additional
liquidity for the Plan.

The Debtor requested that the motion to reconsider be heard on
Dec. 12.  Also on Dec. 12, a hearing was set for the Court to
consider a request to convert the Debtors' cases to a liquidation
in Chapter 7, and another request to allow secured creditors to
foreclose on the Wilcox, Arizona-based gasoline supplier.

On Dec. 17, 2013, the Court rescheduled the hearings.  From
Dec. 12, 2013, the hearing has been moved to Jan. 28, 2014, at
10:00 a.m.

               About Dunlap Oil and Quail Hollow Inn

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

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

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

The petitions were signed by Theodore Dunlap, president.

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

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

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


EDDIE MONTGOMERY: Country Singer Files in Kentucky
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eddie Montgomery, half of the country singing group
Montgomery Gentry, filed a Chapter 7 petition on Dec. 31.

According to the report, his property includes a home in
Perryville, Kentucky, with a $4.9 million mortgage, three autos
and two motorcycles. He also listed four dogs valued at $80.

Total assets are $1.9 million, and debt is $14 million, according
to schedules filed with the U.S. Bankruptcy Court in Lexington,
Kentucky.

Montgomery is asking the bankruptcy court to permit nondisclosure
about some of his business interests, such as the value of his
half ownership in the singing group.

Central Bank & Trust Co. of Lexington is a secured creditor, owed
$4.2 million. Montgomery said he has claims of unknown value
against his former wife.

One of Montgomery Gentry's biggest hits is "Daddy Won't Sell the
Farm."

The case is In re Gerald Edward Montgomery, 13-53099, U.S.
Bankruptcy court, Eastern District of Kentucky (Lexington).


ELBIT IMAGING: Inks Definitive Agreement with Bank Hapoalim
-----------------------------------------------------------
Elbit Imaging Ltd., following the receipt of the requisite
approval from its unsecured financial creditors, has entered into
a definitive agreement with Bank Hapoalim B.M. on the basis of the
general terms of agreement that were approved by the Company's
unsecured financial creditors.

Consequently, the condition precedent included in the adjusted
plan of arrangement described in the Company's press release dated
Sept. 18, 2013, (and which was submitted to the Tel-Aviv Jaffa
District Court (the "Court") in file No. 42576-02-13), pursuant to
which an understanding will have been reached between the Company
and the Bank, was fulfilled.

The closing of the Definitive Agreement is subject to certain
other conditions precedent, including the approval of the
Arrangement by the Court, the closing of the Arrangement and such
other customary conditions precedent.

                        About Elbit Imaging

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

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

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

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

The Company's balance sheet at Sept. 30, 2013, showed NIS4.83
billion in total assets, NIS4.96 billion in total liabilities and
a NIS122.24 million shareholders' deficiency.

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

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

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


EXECUTIVE INN: New Owner to Conduct Liquidation Sales
-----------------------------------------------------
Daily Republican Register reports that Andrews Oil Company, a
three generation family-owned and operated company based in Mt.
Carmel, Illinois, has confirmed the purchase of the seven-acre
property, commonly known as the Executive Inn, located in
Vincennes, Ind., effective Dec. 31, 2013.

Immediate plans for the 172-room hotel are to start with the
process of getting the structure permitted for access in order to
have a liquidations sale that is expected near the end of January.
ICL from Dayton, Ohio has been named as the liquidation
contractor, according to Daily Republican Register.

The report relates that after the liquidation sale, Klenk Company
of Evansville, Ind., will begin with the demolition of the entire
facility, which is expected to be completed by the end of April.

The Construction of the new convenience store will begin in May,
the report notes.

Andrews Oil Company, owned and operated by Rick and Becky Andrews
of Mt. Carmel, owns and operates Fastbreak convenience stores
located in Princeton, Ind., Ft. Branc, Ind., Evansville, Ind., and
Mt. Carmel.


FCC HOLDINGS: S&P Retains 'CCC+' ICR on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said its 'CCC+' issuer credit
and senior unsecured debt ratings on New York, N.Y.-based finance
company FCC Holdings LLC remain on CreditWatch with negative
implications.

"The ratings remain on CreditWatch following the company's
announcement that it expects to take an additional $20 million
provision in the fourth quarter and despite progress it has made
in seeking an amendment to a covenant on its senior unsecured
notes," said Standard & Poor's credit analyst Richard Zell.

S&P placed its ratings on FCC on CreditWatch negative on Nov. 19,
2013, after it became clear that the company was on track to
violate a $125 million minimum tangible net worth (TNW) covenant
on its unsecured debt.  Positively, FCC's bondholders have now
waived the required compliance for Dec. 31, 2013, and will likely
agree to permanently reduce the covenant to $100 million. (FCC is
currently seeking consent.)  However, even with a permanent
reduction in the TNW covenant, FCC could still be in danger of a
breach in first-quarter 2014 because of the $20 million "special"
provision.  S&P believes the company's TNW is likely to be about
$100 million and possibly below as of year-end 2013 following that
provision.

"We expect to resolve the CreditWatch no later than when the
company reports its first-quarter 2014 results and possibly
sooner," said Mr. Zell.  "We could lower the rating if the company
once again appears set to violate the newly reduced TNW covenant
and does not present a credible plan to avoid violation.  We could
affirm the 'CCC+' rating and remove it from CreditWatch if the
company can build a modest TNW cushion -- through a capital raise
or earnings retention -- and demonstrate that TNW will remain
stable or increase."


FISKER AUTOMOTIVE: Hybrid Tech Sweetens Offer
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hybrid Tech Holdings LLC sweetened its offer for
defunct electric-auto maker Fisker Automotive Inc., to fend off a
competing bid from Wanxiang Group Corp. that's supported by the
official creditors' committee.

According to the report, at a confirmation hearing set for Jan. 10
in Delaware, Fisker will ask the bankruptcy judge to approve the
Chapter 11 plan and a sale to Hybrid, without an auction to test
the market for higher offers.

The committee filed papers last week proposing to hold an auction
with a first bid of $25.8 million in cash from China's Wanxiang.

Hybrid is under contract to buy the business in exchange for $75
million of the $168.5 million government loan it bought
immediately before Fisker's Chapter 11 filing on Nov. 22.

Last week, Hybrid improved its offer by adding an additional $1
million cash and agreeing to share proceeds from the sale of a
facility in Delaware it doesn't intend to operate.  Hybrid will
also pay real estate taxes on the Delaware plant.

In court papers, Fisker cited advantages to the Hybrid contract,
as modified: $1.5 million in cash plus payment of Delaware taxes,
on top of some proceeds from the plant's sale.

In addition, Hybrid will waive $90 million in deficiency claims
that otherwise would dilute unsecured creditors' recovery.

Fisker characterized Wanxiang's offer as "free option" because it
contains "open-ended walk-away rights."

The Wanxiang proposal is based on a requirement that the
bankruptcy court limit Hybrid's credit bid to $25 million, the
price it paid to buy the loan from the government. Fisker argues
there's no basis for capping the right to credit bid, or pay for
assets using secured claims rather than cash.

The committee asked the judge to call for an auction on Jan. 31.
The request for an auction is another topic for argument at the
Jan. 10 hearing.

                      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.


FOX & HOUND: Coca-Cola, Landlords on Creditors' Committee
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Fox & Hound, Champps and Bailey's Sports Grille
casual dining restaurants have an official creditor's committee
with seven members, including Coca-Cola Co.

According to the report, the restaurants filed for Chapter 11
reorganization on Dec. 15. The U.S. Trustee named the committee on
Jan. 3.

Other members include landlords Simon Property Group Inc., General
Growth Properties Inc. and real estate investment trust DDR Corp.

The restaurants aim to sell the businesses by early March.  There
will be a hearing tomorrow for approval of auction and sale
procedures.

There are 101 stores in 27 states. Sales declined 9 percent in the
past two years.

Liabilities total $119 million, including $68.4 million owing on a
first-lien loan with General Electric Capital Corp. as agent. The
senior lenders are to providing financing for the bankruptcy.

Cerberus Business Finance LLC serves as agent for the $11.2
million second-lien obligation.  Unsecured trade suppliers and
landlords are owed $11.2 million, according to a court filing.
The petition lists assets valued at more than $100 million.

Revenue in 2012 was $297.6 million.  For the first nine months of
2013, revenue was $218.8 million.

The parent holding company, F&J Acquisition Corp. is located in
Wichita, Kansas.

                        About Fox and Hound

Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead
Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets.

As of the bankruptcy filing, the Debtors have 101 restaurants
located in 27 states and 6,000 employees.  Sales decreased by
approximately 9 percent over the past two years.  The Debtors also
experienced significant inflation in commodity prices, energy
prices and labor costs.

F&H estimated assets in excess of $100 million.  According to a
court filing, outstanding debt obligations total $119 million,
including $68.4 million owing on a first-lien loan with General
Electric Capital Corp. as agent.  The $11.2 million second-lien
obligation has Cerberus Business Finance LLC as agent.  Unsecured
trade suppliers and landlords are owed $11.2 million.

The senior lenders are to provide $9.6 million in financing for
the bankruptcy, with $3.5 million on an interim basis.

The parent holding company, F&H Acquisition Corp., is based in
Wichita, Kansas.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
local counsel, Olshan Frome Wolosky LLP as general counsel,
Imperial Capital LLC as financial advisor, and Epiq Bankruptcy
Solutions as claims and noticing agent.


FNBH BANCORP: Plans to Conduct Rights Offering to Shareholders
--------------------------------------------------------------
FNBH Bancorp, Inc., holding company for First National Bank in
Howell, intends to conduct a rights offering to existing
shareholders of up to $1.6 million.  The proposed rights offering
would be made through the distribution of nontransferable
subscription rights to all eligible shareholders as of Jan. 8,
2014, the record date established for the rights offering.  The
Company has filed a registration statement on Form S-1 with the
Securities and Exchange Commission to register up to 2.3 million
shares of common stock underlying the rights.  The Company intends
to distribute the rights, and commence the offering, promptly
after its registration statement is declared effective by the SEC.
A copy of the Form S-1 prospectus is available for free at:

                        http://is.gd/LJ9WZd

Under the terms of the proposed rights offering, eligible
shareholders will receive, at no charge, one right for each share
of common stock held as of the record date.  Each right will
entitle the holder to purchase up to six shares of the Company's
common stock for every one share of common stock owned by the
holder as of the record date, which is referred to as the "basic
subscription privilege."  The exercise price of the rights will be
$0.70 per share of common stock, which is the same price, on an
as-converted basis, at which shares of the Company's Series B
preferred stock were sold in the private placement transaction the
Company closed earlier in December 2013.  As a condition to
participating in that private placement, each investor in the
private placement agreed not to participate in the rights
offering.

The proposed rights offering will also include an oversubscription
privilege, which will entitle a shareholder who exercises its
entire basic subscription privilege the right to purchase
additional shares of common stock that are not purchased by other
shareholders through the exercise of their basic subscription
privileges, subject to the availability and pro rata allocation of
shares among persons exercising this oversubscription privilege,
and other limitations described in the registration statement.

The proceeds from the rights offering are expected to be
contributed to the Company's subsidiary bank or held by the
Company for working capital or future contribution to the bank.

The rights offering will be made only by means of a prospectus,
copies of which will be mailed to all eligible record date
shareholders.

             Issues 7,500 Preferred Shares to S. Dickson

As previously disclosed in a current report on Form 8-K filed by
the Company with the SEC on June 14, 2013, Mr. Stanley B. Dickson,
Jr., a director of the Company and its subsidiary bank, agreed to
purchase 7,500 shares of Preferred Stock in the private placement
transaction.  Effective with the closing of the private placement
transaction on Dec. 11, 2013, the Company issued these 7,500
shares of Preferred Stock to Mr. Dickson.  The purchase price for
the shares was $7,500,000 ($1,000 per share), less a 6 percent
commitment fee.  The net investment of $7,050,000 was made by Mr.
Dickson using his personal funds.

Prior to the issuance of these shares, Mr. Dickson was the
beneficial owner of 51,743 shares of the Company's common stock,
all of which were held by Moross Limited Partnership.  Mr. Dickson
is the President of the general partner of Moross Limited
Partnership.  In December 2013, Mr. Dickson acquired these shares
of common stock from Moross Limited Partnership.

As a result, Mr. Dickson currently owns 51,743 shares of the
Company's common stock and 7,500 shares of the Preferred Stock,
which are convertible into 10,714,285 shares of the Company's
common stock.  Therefore, on a fully-diluted basis (assuming the
conversion into common stock of all of the outstanding shares of
Preferred Stock), Mr. Dickson currently owns approximately 42
percent of the Company's common stock.

As previously disclosed, in connection with Mr. Dickson's
investment, the Company has agreed that (a) as long as Mr. Dickson
beneficially owns 15 percent of the Company's outstanding common
stock, he will be entitled to appoint two representatives to the
respective Boards of Directors of the Company and the Bank
(inclusive of his current Board seat), subject to certain terms
and conditions, (b) as long as Mr. Dickson beneficially owns 30
percent of the Company's outstanding common stock, he will be
entitled to appoint a third representative to the respective
Boards of Directors of the Company and the Bank, subject to
certain terms and conditions, and (c) the Company will be required
to obtain Mr. Dickson's prior consent to increase the size of the
Board of Directors to a number greater than nine.

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

                        http://is.gd/NL5DuF

                        About FNBH Bancorp

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

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

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

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


FREESEAS INC: To Close $8.5MM Final Tranche of $10MM Investment
---------------------------------------------------------------
FreeSeas Inc. will consummate the second and final tranche of the
$10 million previously announced investment by Crede CG III, Ltd.,
a wholly-owned subsidiary of Crede Capital Group, LLC, an existing
shareholder of the Company.

Mr. Ion G. Varouxakis, chairman, president and CEO of the Company
commented: "We are very pleased to close this transaction which
injects much needed cash into the Company.  The Company shall now
be in a financial position to finance the dry-dockings of its
fleet enabling the return to operation of the vessels at a very
opportune time, as the market recovery gathers pace.  This
injection shall also position the Company for the acquisition of
vessels that can immediately produce income.  We look into the
coming year with great expectations."

At the closing, the Company will sell to the Investor 85,000
shares of the Company's Series C Convertible Preferred Stock for
$8.5 million.  The shares of Series C Preferred Stock to be issued
will be convertible into shares of the Company's common stock at
the lower of (i) $2.00 and (ii) the closing bid price of the
Company's common stock on Dec. 30, 2013, and such conversion price
will be the same as the conversion price of the shares of Series B
Convertible Preferred Stock previously issued to the Investor on
Nov. 4, 2013.

                        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.


FREEZIA LLC: Case Summary & Unsecured Creditor
----------------------------------------------
Debtor: Freezia LLC
        414 Isolde Drive
        Houston, TX 77024-4753

Case No.: 14-30054

Chapter 11 Petition Date: January 3, 2014

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

Judge: Hon. Marvin Isgur

Debtor's Counsel: Joan Kehlhof, Esq.
                  WIST HOLLAND ET AL
                  720 N Post Oak Rd, Suite 610
                  Houston, TX 77024
                  Tel: 713-686-5444
                  Fax: 713-686-0703
                  Email: jkehlhof@whkllp.com

Total Assets: $1.41 million

Total Liabilities: $629,394

The petition was signed by Tracey Freezia, manager.

The Debtor listed Kevin Kieschnick, Assessor & Collector/Taxes,
Nueces City, as its largest unsecured creditor holding an $8,394
claim.


FRIENDSHIP DAIRIES: Court Sees Cash Flow Crisis, Rejects Plan
-------------------------------------------------------------
Bankruptcy Judge Robert L. Jones denied confirmation of Friendship
Dairies' Second Amended Plan of Reorganization filed on July 2,
2013, as modified by the First Modification to Second Amended Plan
filed on September 11, 2013.

"An impending cash flow crisis is anticipated by the terms of the
Plan. Friendship Dairies has incorporated multiple balloon
payments in its proposals to creditors, but has provided no
evidence of how the balloon payments will be paid. It is asking
the Court to take yet another leap of faith that such balloons
will somehow be satisfied through deferrals or refinancings.
Friendship Dairies has over $45 million in debt with AgStar and
Frontier alone.  Lengthy amortizations with balloons will not put
Friendship Dairies in a materially better position in the future.
A hope of future financing appears futile.  In light of Friendship
Dairies' struggles during the case, its crushing debt load, and
lack of capital or cushion of any sort, the Court can only
conclude that the Plan will not work. Failing the feasibility
requirement, the Plan cannot be confirmed," Judge Jones said in a
Memorandum Opinion dated Jan. 3, 2014, available at
http://is.gd/JAjwnFfrom Leagle.com.

The sole objecting creditor, AgStar Financial Services, FLCA, as
loan servicer and attorney-in-fact for McFinney Agri-Finance, LLC,
said the Plan is not in the best interest of creditors, especially
AgStar, and that it fails to satisfy the absolute priority rule.
According to AgStar, Friendship Dairies cannot make the payments
called for under the Plan and thus the Plan fails to satisfy the
feasibility requirement of 11 U.S.C. Sec. 1129(a)(11). AgStar
requests that Friendship Dairies be directed to surrender its
collateral to AgStar or, alternatively, that the stay be lifted as
requested by its pending motion seeking stay relief.

AgStar also objects to specific provisions regarding treatment of
its claim under the Plan.  It submits that the 5% interest rate is
too low in light of Friendship Dairies' circumstance and the risk
associated with the credit as restructured. AgStar objects to the
Plan's provisions providing that AgStar's attorneys' fees are not
paid until 15 years and without interest.  AgStar opposes
Friendship Dairies' proposal that the restructured debt be
evidenced by a new note and security instruments which, AgStar
says, "omit necessary and customary covenants for dairy facility
loans."

The Plan reflects a reorganization proposal by which Friendship
Dairies continues its dairy operations, albeit in a modernized,
more efficient manner, as a means to potentially pay its creditors
in full over a period of several years and at rates that accord
its creditors the present value of their respective claims.
Unsecured creditors may, in lieu of a payout, elect to receive a
much-reduced immediate payment. The Plan has 18 classes of
creditors and one class for the partners; the partners, Class 17,
simply retain their partnership interests. Classes 1, 2, and 3
address the administrative, priority non-tax, and priority tax
claim creditors, respectively. Classes 4 through 12 are asserted
secured creditors. Classes 13 and 14 are special classes
established for the treatment of the unsecured claim of Frontier
Capital Group, Ltd. (Class 13) and the unsecured claims of
affiliated persons, i.e., the partners Jakob Van DerWeg, Patrick
VanAdrichem, and his wife Linda VanAdrichem (Class 14). Class 15
constitutes the general unsecured creditor class. Class 16 covers
penalty claims. Finally, Class 17 addresses equity claims, with
Classes 18 and 19 covering claims of co-obligors and subrogation
claims.

Friendship Dairies commits to paying administrative claims upon
the effective date of the Plan which is, generally, the first day
of the month following 30 days after confirmation of the Plan. It
anticipates that administrative claims will be approximately
$425,000, consisting of reclamation claims under 11 U.S.C. Sec.
503(b)(9), certain cure claims, and professional fee claims. The
Debtor will also pay 2013 ad valorem taxes and U.S. Trustee fees.
The claim of the Internal Revenue Service of $218,844.65 is the
only priority claim of significance; the Plan provides that the
IRS will be paid over 45 months at 3% interest, resulting in
payments of $5,147.97 per month, beginning on the effective date.

The Class 4 claimant, Deaf Smith County Appraisal District, holds
a claim of $114,872.24 and will be paid over 60 months at 12%
interest. The payments are $2,555.27 per month. John Deere
Financial, the Class 5 secured creditor, holds three claims in the
total amount of $180,225.33 and will be paid, on its three claims,
the monthly sums of $471.07, $2,226.77, and $4,366.61,
respectively. They are paid in accordance with the existing
contracts between the parties. The interest rates on such claims
range from 3.99% to 7.25% and will be paid out in approximately
three years.

The secured claim of Volvo Financial Services, Class 6, is paid
out over seven months with payments of $11,613 per month, which
payments satisfy a balloon payment obligation of $79,438.74 that
came due in March 2013.

The Plan reflects agreements that Friendship Dairies reached with
Lone Star Milk Producers, Frontier, Gavilon Ingredients, LLC, and
Dimmitt Flaking, LP, Classes 7, 8, 9, and 10 under the Plan. The
agreements significantly altered the respective rights of such
parties and were made, at least in part, to facilitate the
Debtor's prospects in its reorganization effort. Lone Star's claim
is treated as a secured claim for $400,000, secured by the
Debtor's equity credits with Lone Star. Lone Star's claim is in
the nature of an offset claim. It is paid through a $0.10 per
hundredweight deduction on all milk proceeds payable to Friendship
Dairies by Lone Star and by retention of 35% of the Debtor's
annual patronage dividend. The claim bears interest at 5.5% per
annum.

Frontier has a total claim of $27,041,479.91, which, by agreement
between Friendship Dairies and Frontier, is bifurcated into a
secured claim for $16,700,000 and an unsecured deficiency claim of
$11,041,479.91. (The additional $700,000 on its secured claim
arises from Frontier's purchase of AgStar's lien position on milk
and milk proceeds.)  Frontier's secured claim is split into two
notes, a large note of $16 million and a smaller note of $700,000.
The large note provides for monthly payments over 60 months, with
interest rates that adjust up on 12-month intervals (from 3.25% to
4.25% to 5.5%) and thus increasing the monthly installments,
ranging from $95,000 per month for months 1-12, $115,000 per month
for months 13 to 24, and $135,000 per month for months 25 to 59.
A final balloon payment is due on the 60th month.  The amount of
the balloon payment is not set forth in the Plan.  Upon each one-
year anniversary date of the note, Friendship Dairies is obligated
to pre-pay principal of the note if it has "excess cash flows" as
such phrase is defined under the Plan.  The smaller obligation,
the $700,000 note, is likewise paid over 59 months; the interest
rate on such note is 5% per annum, with payments of $5,848.05 per
month. It, too, contains a balloon payment on the 60th month.

Of significance is Frontier's settled-out deficiency claim of
$11,041,479.91. Frontier's lien rights extended to essentially all
of Friendship Dairies' personal property assets -- livestock,
equipment, inventory, receivables, etc. -- but it allowed its
financing statement to lapse immediately before Friendship Dairies
commenced chapter 11 proceedings.  (It also apparently holds a
deed of trust lien against a few tracts of real property.)
Friendship Dairies thus had negotiating leverage which was in part
countered by the amount of Frontier's claim relative to other
creditors and the aggregate value of the estate's assets. In
return for treating Frontier's claim as secured to the extent of
$16,700,000, Frontier agreed that its unsecured deficiency claim
of over $11 million would not share in distributions to other
unsecured creditors.  Frontier's unsecured deficiency claim, for
which no distributions are made, is designated as Class 13 under
the Plan.

The treatments of Gavilon and Dimmitt Flaking under the Plan are
also based on agreements reached by such creditors and Friendship
Dairies.  Gavilon and Dimmitt Flaking filed proofs of claim
reflecting that they held secured claims, Gavilon for $270,457.32
and Dimmitt Flaking for $514,240.80.  The Plan provides that the
security interests of both are, however, potentially avoidable as
preferences under ? 547 of the Bankruptcy Code.  By the agreements
reached, the claims of both creditors are allowed as unsecured
claims in the amounts stated, and the agreement further provides
that "all payments made" to each by Friendship Dairies within the
90 days preceding the bankruptcy filing are deemed unavoidable.
Whether the potentially avoidable liens are the same as the
potentially avoidable payments is unclear.

The secured claim in the amount of $358,650 of the Underwood Law
Firm, the Class 11 creditor, will be paid in full over 120 months
with interest at 3% per annum. The estimated monthly payment is
$3,463.15.

AgStar is the Class 12 creditor under the Plan; AgStar is the
largest secured creditor in the case, as well. The Plan provides
that the Court will determine the amount of AgStar's claim upon
hearing on the Debtor's objection to AgStar's claim. AgStar's
proof of claim reflects a principal balance, as of the petition
date, of $16,408,373.40. AgStar has received payments during the
pendency of this bankruptcy case of $1,071,323, which, Friendship
Dairies contends, is properly credited against AgStar's principal
balance. The Plan treats AgStar as oversecured and thus recognizes
that it accrues interest and attorneys' fees from the petition
date. AgStar's lien on the dairy facility, consisting of the real
estate and improvements, is not disputed. The parties do dispute
the extent to which AgStar is oversecured. Regardless, the Plan
purports to pay AgStar the full amount of its allowed secured
claim with monthly installment payments that are based upon a 20-
year amortization, with a balloon payment due October 1, 2028, 15
years from the effective date of confirmation. The Plan provides
that AgStar will be issued a new promissory note; the initial
interest rate will be 5.0% per annum with adjustments to the rate
made on September 1, 2015 and September 1, 2022, respectively. The
adjusted rates will be based on a formula of 4% above the
inflation indexed rate for 7-year Treasury securities.  The Plan
recognizes, however, as an alternative to the initial 5% rate,
that the Court may ultimately determine an initial rate that
accords with the Supreme Court's opinion in Till v. SCS Credit
Corp., 541 U.S. 465 (2004), and the Fifth Circuit's opinion in
Matter of Texas Grand Prairie Hotel Realty, LLC, 710 F.3d 324 (5th
Cir. 2013).  The Plan estimates that its proposed treatment
results in monthly payments to AgStar that exceed $106,000.
Finally, the Plan's treatment of AgStar contemplates that AgStar's
post-petition interest rate will be the non-default rate of 6.3%,
unless the Court determines otherwise, and that the so-called
"prepayment fee" under the existing loan instruments is disallowed
(assuming it applies). The Plan preserves a prepayment fee going
forward, however.

Class 14 addresses the claims of affiliated parties, which are the
partners Jakob Van DerWeg, Patrick VanAdrichem, and his wife Linda
VanAdrichem. The Plan proposes to pay such claims but not until
all general unsecured creditors have been paid.

General unsecured creditors, Class 15 under the Plan, are
estimated to be in the total amount of $3,294,334.51 (including
Gavilon's claim of $270,457.32 and Dimmitt Flaking's claim of
$514,240.80). Unsecured creditors are given the option of being
paid an immediate 30% dividend (30% of their allowed claim) by
Frontier's purchase of the claim, or payment in full with interest
at 3% per annum in monthly installments over 180 months. With
respect to Frontier's purchase of claims under the purchase
option, Frontier will share in distributions to other creditors
that elect such option, but its purchased claims will be deemed
satisfied upon the Debtor's payment of 60% of the purchased claim.
The estimated monthly payments to unsecured creditors are
$24,692.43.

Classes 4 (Deaf Smith County Appraisal District), 7 (Lone Star
Milk Producers), 11 (Underwood Law Firm), 14 (General Unsecured
Claims of Affiliated Entities), 15 (General Unsecured Claims), 18
(Co-Obligor Claims), and 19 (Subrogation Claims), each of which is
an impaired class, voted to accept the Plan. No votes were cast by
impaired Classes 3, 6, 8, 9, 10, 13, and 16.  AgStar, Class 12,
cast its vote rejecting the Plan.

During the pendency of this chapter 11 case, Friendship Dairies
has implemented systems that would improve its operations over
time.  Friendship Dairies submits that it is in a better position
to implement its reorganization.

According to AgStar's expert, James Synatzske, the dairy
facilities that make up AgStar's collateral -- the real estate
(consisting of approximately 5,021.55 acres on four non-contiguous
parcels of land, with two commercial dairy facilities on one of
the sites) and improvements (including barn milking equipment,
pivot sprinkler systems, and irrigation motors and gear heads) --
have a market value of $17.9 million and a liquidation value of
$15.2 million.  By the Plan, the Debtor treats AgStar as fully
secured, at least to the extent of having collateral of a value
that would cover AgStar's interest (at a non-default rate) and
allowable attorneys' fees.

Though AgStar's claim amount is subject to determination upon the
Debtor's objection, AgStar's claim will fall within a range of $16
million to $18.5 million.  Mr. Synatzske's appraisal skews the
collateral value down by approximately $3 million because of
"excess depreciation," a concept of his invention and one not used
or commonly accepted in the appraisal industry. Regardless, given
the continued accrual of interest and ongoing depreciation of the
dairy facilities, the equity in AgStar's collateral, if any, is
rapidly declining.


GENERAL CABLE: S&P Revises Outlook to Negative & Affirms 'BB-' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Highland Heights, Ky.-based General Cable Corp to negative from
stable.  At the same time, S&P affirmed the ratings on General
Cable, including the 'BB-' corporate credit rating.

"The rating outlook is negative based on our view that liquidity
may become constrained due to the company's use of its $1 billion
ABL facility for longer-term purposes, including addressing
upcoming maturities as well as potential shareholder rewards,"
said Standard & Poor's credit analyst Amanda Buckland.  "We expect
leverage to remain within our expectations for the aggressive
financial risk profile, with debt to EBITDA between 4.5x and 5x,
and FFO to debt below 15%."

S&P could lower the ratings if General Cable does not file its
restated financial statements in a timely manner, which could
limit the company's ability to refinance debt in the capital
markets.  In addition, a downgrade could occur if the company
adopts a more aggressive financial policy, including using its ABL
to buy back shares.  S&P could also lower ratings if it determines
liquidity to be "less than adequate", which could occur if sources
of liquidity decrease by about $160 million under its base case.

S&P could revise the outlook to stable if it sees the company's
liquidity profile begin to improve.  This could occur if the
company is able to restate its financial statements, thus allowing
it to tap the financial markets to address its maturities.


GENESIS PRESS: People's Capital Allowed $85,161 Admin. Claim
------------------------------------------------------------
Bankruptcy Judge Helen Ellizabeth Burris granted, in part, and
denied, in part, the Application for Administrative Expenses filed
by People's Capital and Leasing Corp. in the Chapter 7 case of
Genesis Press, Inc.

The Application requests allowance of a claim in the amount of
$85,161.30 as an administrative expense pursuant to 11 U.S.C. Sec.
503(b)(1)(A) and Sec. 365(d)(3) and that the claim be afforded
super priority status pursuant to Sections 507(a)(2) and 507(b).

John K. Fort, the case trustee, and creditor 7112 August Road,
LLC, objected to the Application.

Genesis Press, Inc., a printing business, filed a Chapter 11
bankruptcy petition on March 6, 2013.  For several months
thereafter Genesis continued to operate the business as a debtor
in possession pursuant to Sections 1107 and 1108.  To continue
operations, Genesis retained leased equipment described as a 2007
Mueller Martini Acoro Perfect Binding Line and accessories.
Pursuant to the lease executed pre-petition by PCLC and Genesis, a
monthly lease payment was due on the 11th of each month. Following
Genesis' failure to make the first post-petition payment, PCLC
filed a motion on April 5, 2013 for relief from the automatic stay
or for adequate protection and a motion to compel assumption or
rejection of the executory contract.

At the April 30, 2013 hearing on those motions the parties
announced the terms of a settlement on the record.  At that time
PCLC had received a check from Genesis for a post-petition payment
due under the lease.  The settlement order was to include a
requirement that Genesis resume regular lease payments of
$20,276.50 per month, cure the post petition arrearage in four
installments of $5,069.13 and pay PCLC's legal fees of $7,500.00.
The parties were directed to submit a proposed order memorializing
the settlement and bearing the parties' consents for the Court's
consideration.  However, the order was never submitted or entered.
The day after the hearing the check payment previously received by
PCLC from Genesis was returned for insufficient funds. PCLC did
not receive any further payments from Genesis thereafter.  As a
result, PCLC did not submit the settlement order to the Court for
consideration and the settlement was not fully consummated.

Instead, PCLC filed a second motion for relief from the automatic
stay or for adequate protection and a motion to compel assumption
or rejection of the executory contract. Before that hearing was
held, Genesis converted from Chapter 11 to Chapter 7.  After
conversion, PCLC amended the motions for relief from the automatic
stay as needed and the Trustee objected.  At the July 11, 2013
hearing on the motions the Trustee withdrew his objection and the
Court subsequently entered an order granting relief from the
automatic stay.  The parties agree that upon the withdrawal of the
Trustee's objection at the July 11 hearing the lease was rejected.

PCLC now seeks approval of an administrative expense claim for
four post-petition lease payments.  PCLC requests a total of
$42,580.65 ($40,453.00 plus a five percent late charge) pursuant
to Sec. 503(b)(1)(A) for the first 59 days of post-petition rent
on the leased equipment and a total of $42,580.65 ($40,453.00 plus
a five percent late fee) pursuant to Sec. 365(d)(5) for rent on
the leased equipment starting on the 16th day from the petition
date until the rejection of the lease. The total claim is
$85,161.30.

The objecting parties do not dispute PCLC's administrative claim
in this amount. However, PCLC requests payment of the entire
$85,161.30 claim on a super-priority basis pursuant to Sec. 507(b)
within 30 days. The latter requests are in dispute.

The parties also disagree regarding whether PCLC is entitled to
immediate payment of the administrative expense as requested in
the Application.

Pursuant to the Court's ruling:

     1. People's Capital is allowed an administrative claim
pursuant to 11 U.S.C. Sec. 503(b) and Sec. 365(d)(5) in the amount
of $85,161.30 to be paid as directed by the Trustee; and

     2. People's Capital's request is denied, in part, as to the
request for super-priority status of the administrative claim
pursuant to 11 U.S.C. Sec. 507(b) and the request for payment of
the claim within 30 days.

The case is In re: Genesis Press, Inc., Chapter 7, Debtor(s).Case
No. 13-01376-HB (Bankr. D. S.C.).  A copy of the Bankruptcy
Court's January 2, 2014 Order is available at http://is.gd/UkjJDn
from Leagle.com.


GO DADDY: S&P Revises Outlook to Positive & Affirms 'B' CCR
-----------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Scottsdale, Ariz.-headquartered Go Daddy Operating Co.
LLC to positive from stable.  S&P affirmed its 'B' corporate
credit rating on the company.

"The outlook revision reflects the potential for an upgrade over
the coming 12 months if the company's organic revenue and
subscriber base continue to grow, its operating performance
remains strong, and its credit measures continue to improve," said
credit analyst Elton Cerda.

S&P's positive rating outlook reflects its view that Go Daddy
should generate significant positive discretionary cash flow and
gradually reduce its GAAP leverage 2014, barring a releveraging
transaction.

                          Upside scenario

Any upgrade would likely entail an improvement in the EBITDA
margin as a result of market share gains in businesses other than
domain name registration, and further success in upselling and
cross-selling activity while maintaining consistent positive
discretionary cash flow.  Additional elements of an upgrade
scenario likely would be the ratio of discretionary cash flow to
debt approaching the mid-teens area on a sustainable basis.

                         Downside scenario

S&P could revise its outlook to stable if Go Daddy encounters
tougher price competition or if market share losses begin,
possibly as a result of increased competition, causing
discretionary cash flow to drop below $50 million and leverage to
trend higher.


HOLIDAY INN, HUNSTVILLE: Conducts Liquidation Sale
--------------------------------------------------
WHNT19 News reports that the Holiday Inn in downtown Huntsville,
Alabama, is holding a huge liquidation sale, which began Jan. 2.

The sale will continue for the next 30 days or until all items are
sold, according to WHNT19 News.  The sale is being conducted by
NCL/National Content Liquidators, Inc.

Everything must go -- the hotel will be demolished afterwards for
future property redevelopment, the report relates.

The sale is open to both the public and the hospitality industry,
the report adds.


HRK HOLDINGS: Wants Plan Filing Deadline Extended to Jan. 27
------------------------------------------------------------
HRK Holdings LLC and HRK Industries LLC ask the U.S. Bankruptcy
Court for the Middle District of Florida to further extend the
time to file a Chapter 11 plan and disclosure statement through
and including Jan. 27, 2014.

As reported by the Troubled Company Reporter on Dec. 2, 2013,
Judge K. Rodney May entered an order extending until Dec. 27,
2013, the deadline for the Debtors to file a Chapter 11 plan and
disclosure statement.  The judge also extended through and
including Feb. 28, 2014, the Debtors' exclusive period to solicit
acceptances of their Chapter 11 plan.

The Debtors submit that cause exists to grant the extension of the
plan filing deadline by an additional 30 days.

On Nov. 15, 2013, the Court entered its orders granting Debtors'
motions for approval of the sale of three parcels of real
property.  According to Scott A. Stichter, Esq., at Stichter
Riedel Blain & Prosser, P.A., the attorney for the Debtors, his
clients have been working to close each of those sales.  The
Debtors entered into a consent order with the State of Florida
Department of Environmental Protection which requires the Debtors
to, among other things, prepare a water management plan and a plan
for the long term care of the gypsum stacks.  Any plan to be
proposed by the Debtors would be impacted by costs of resolving
issues with the gypsum stacks, as set forth in the plans being
developed by the Debtors.

The Debtors are requesting this extension to allow them the time
necessary to close the anticipated sales to the successful
bidders, to focus on developing plans required under the consent
order and continue discussions with Regions.

                      About HRK Holdings

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

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

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

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


IDERA PHARMACEUTICALS: Longwood Capital Holds Less Than 1% Stake
----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Longwood Capital Partners LLC disclosed that
as of Oct. 31, 2013, it beneficially owned 545,385 common shares
or 0.9 percent equity stake of Idera Pharmaceuticals Inc.
Longwood Capital previously reported beneficial ownership of
3.79 million common shares or 8.4 percent equity stake as of
May 29, 2013.  A copy of the regulatory filing is available at:

                         http://is.gd/cy3zGn

                      About Idera Pharmaceuticals

Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a
clinical stage biotechnology company engaged in the discovery and
development of novel synthetic DNA- and RNA-based drug candidates
that are designed to modulate immune responses mediated through
Toll-like Receptors, or TLRs.  The Company has two drug
candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a
TLR7, TLR8, and TLR9 antagonist, in clinical development for the
treatment of autoimmune and inflammatory diseases.

In the auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, Ernst & Young LLP, in Boston,
Mass., expressed substantial doubt about Idera's ability to
continue as a going concern, citing recurring losses and negative
cash flows from operations and the necessity to raise additional
capital or alternative means of financial support, or both, prior
to Dec. 31, 2013, in order to continue to fund its operations.

The Company reported a net loss of $19.2 million on $51,000 of
revenue in 2012, compared with a net loss of $23.8 million on
$53,000 of revenue in 2011.  Revenue in 2012 and 2011 consisted of
reimbursement by licensees of costs associated with patent
maintenance.

The Company's balance sheet at Sept. 30, 2013, showed $39.57
million in total assets, $2.46 million in total liabilities, and
stockholders' equity of $37.11 million.


INSPIRATION BIOPHARMA: Liquidating Plan Declared Effective
----------------------------------------------------------
The effective date of Inspiration Biopharmaceuticals Inc.'s first
amended liquidating plan of reorganization occurred on Dec. 23,
2013.

As reported by the Troubled Company Reporter on Dec. 9, 2013,
Bloomberg News bankruptcy columnist Bill Rochelle reported that
the bankruptcy judge in Boston signed a confirmation order
approving the Plan, after no creditors objected to the Plan's
confirmation.  The Debtor held $2.75 million after sale of the
assets, more than enough to cover unsecured claims eventually
estimated to total $2.2 million after excess claims are
eliminated.  The Debtor already distributed $50 million in asset-
sale proceeds.  Full payment may not come until mid-2014,
according to the disclosure statement.

In accordance with the Plan, Michael Nowlan has been appointed
liquidating trustee of the liquidating trust and all rights of the
Debtor in and to the assets have vested in, and have been received
by, the Liquidating Trust.

Applications for final compensation and reimbursement of
professional fee claims incurred before the Effective Date must be
filed with the Bankruptcy Court by Jan. 22, 2014.

               About Inspiration Biopharmaceuticals

Inspiration Biopharmaceuticals Inc. develops recombinant blood
coagulation factor products for the treatment of hemophilia.
Inspiration, based in Cambridge, Massachusetts, has two products
in what the company calls "advanced clinical development."  Two
other products are in "pre-clinical development."  None of the
products can be marketed as yet.

Inspiration filed for voluntary Chapter 11 reorganization (Bankr.
D. Mass. Case No. 12-18687) on Oct. 30, 2012, in Boston.
Bankruptcy Judge William C. Hillman oversees the case.  Mark
Weinstein and Michael Nolan, at FTI Consulting, Inc., serve as the
Debtor's Chief Restructuring Officers.  Harold B. Murphy, Esq.,
and Andrew G. Lizotte, Esq., at Murphy & King, PC, in Boston,
Massachusetts, represent the Debtor.

The petition shows assets and debt both exceed $100 million.
Assets include patents, trademarks and the products in
development.  Liabilities include $195 million owing to Ipsen
Pharma SAS, which is also a 15.5% shareholder.  Ipsen --
http://www.ipsen.com/-- is also owed $19.4 million in unsecured
debt.  There is another $12 million in unsecured claims.  Ipsen is
pledged to provide $18.3 million in financing.  The Debtor
disclosed $20,383,300 in assets and $241,049,859 in liabilities.

Ipsen is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps.

The Official Committee of Unsecured Creditors tapped Jeffrey D.
Sternklar and Duane Morris LLP as its counsel, and The Hawthorne
Consulting Group, LLC as its financial advisor.


IRISH BANK: Sues Borrower Flynn to Enforce Automatic Stay
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Irish Bank Resolution Corp.'s representatives sued in
Delaware bankruptcy court to bar a borrower from pursuing his
lawsuit against the company in a New York federal court.

According to the report, although IBRC got protection from a U.S.
bankruptcy judge on Dec. 18, the borrower, John Flynn, sued its
foreign representatives two days later in U.S. District Court in
Manhattan, alleging IBRC's predecessor banks committed fraud.

IBRC was formed to complete the liquidation of Ireland's Anglo
Irish Bank Corp. and Irish Nationwide Building Society. To halt
lawsuits pending in the U.S., it filed a petition under Chapter 15
of the U.S. Bankruptcy Code in August.  A month later U.S.
Bankruptcy Judge Christopher Sontchi in Wilmington temporarily
halted lawsuits in the U.S. and last month granted recognition to
the Irish bankruptcy proceedings, permanently barring creditor
actions in the U.S.

Flynn had a lawsuit on file against IBRC and a predecessor bank
when the Chapter 15 case began.  Judge Sontchi halted the suit in
December, saying he would file an opinion later explaining why he
dismissed Flynn's objections to the Chapter 15 petition.

Flynn's new lawsuit doesn't name IBRC as a defendant.  Instead, it
accuses IBRC's foreign representatives of committing bankruptcy
fraud.

The IBRC representatives asked Judge Sontchi to convene a hearing
on Jan. 6 and to issue an injunction halting Flynn's new lawsuit
as a violation of the bankruptcy code's automatic stay on such
litigation.

Flynn's lawyer Leonard Zack didn't return a call seeking comment
on the request for an injunction. Flynn is also appealing Judge
Sontchi's ruling that IBRC is entitled to Chapter 15 protection to
the district court.

Flynn opposed Chapter 15 protection, contending that IBRC was
created under a special-purpose Irish law and didn't qualify.

IBRC's principal asset as of June 2012 was a loan portfolio valued
at some 25 billion euros ($34 billion).  Total liabilities as of
June 2012 were about 50 billion euros, according to a court
filing.

                    About Irish Bank Resolution

Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors.  Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society.  The two banks failed and were
merged into IBRC in July 2011.  IBRC is tasked with winding them
down and liquidating their assets.  In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.

IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion). About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing.  Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.

Most assets in the U.S. have been sold already.  IBRC is involved
in lawsuits in the U.S.

The IBRC liquidators want the U.S. bankruptcy judge to rule that
Ireland is home to the so-called foreign main bankruptcy
proceeding.  If the judge agrees and determines that IBRC
otherwise qualifies, creditor actions in the U.S. will halt
automatically.


ISC8 INC: Squar Milner Raises Going Doubt Concern
-------------------------------------------------
ISC8 Inc. filed with the U.S. Securities and Exchange Commission
on Dec. 24, 2013, its annual report on Form 10-K for the fiscal
year ended Sept. 30, 2013.

Squar, Milner, Peterson, Miranda & Williamson, LLP expressed
substantial doubt about the Company's ability to continue as a
going concern, citing that the Company has negative working
capital of $29.7 million and a stockholders' deficit of $55.5
million.

The Company reported a net loss of $28.02 million on $501,000 of
revenues in fiscal year ended Sept. 30, 2013, compared with a net
loss of $19.7 million in fiscal year ended Sept 30, 2012.

The Company's balance sheet at Sept. 30, 2013 showed $4.96 million
in total assets, $60.52 million in total liabilities, and
stockholders' deficit of $55.55 million.

A copy of the Form 10-K is available 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.

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

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


LAFAYETTE YARDS: Welcome Completes Acquisition of Hotel
-------------------------------------------------------
Welcome Hotel Group, LLC, a subsidiary of Edison Broadcasting, on
Jan. 6 completed the acquisition of the 197-room Lafayette Yard
Hotel & Conference Center in Trenton, N.J. from Lafayette Yards
Community Development Corporation.  The company paid $6 million
for the bankrupt hotel as the winning bidder at a public auction.

"To make sure that we match the best brand for downtown Trenton's
only upscale hotel, we are reviewing all of our options with the
major first-class hotel franchise brands," said Mike Marshall,
president and CEO of Marshall Hotels & Resorts, operators of the
hotel.  "The hotel has great bones and fundamentally is in very
good shape.  However, it will need investment to conform to the
standards of the future brand.  The hotel will remain open during
the selection and renovation, which we expect to take three to six
months.  Fortunately, we don't anticipate the renovation activity
to be undisruptive to our guests.

"New ownership brings new energy and investment, which will have a
positive impact on this property," Mr. Marshall noted.  "Now that
the bankruptcy is in the past and ownership is settled, potential
brands and guests will have greater confidence in the long-term
viability of the Lafayette Yard.  Because the hotel is privately
held, we can be more entrepreneurial and creative in our marketing
and operations."

Mr. Marshall said that his management company is undertaking a
thorough analysis of the hotel.  "Our focus the past several
months has been on stabilizing the hotel until the ownership issue
could be worked out," he noted.  "We are starting with no pre-
conceived ideas, but because we have operated the property since
May, we do have a good understanding of its inner-workings.
Working with new ownership, we are going back to square one to
look for every opportunity to enhance the property and the guest
experience.  We don't anticipate any wholesale changes, but we
want to make sure that we look at every option."

Located at 1 W. Lafayette St. in downtown Trenton, the Lafayette
Yard Hotel & Conference Center is near the U.S. Federal Court, New
Jersey state government offices and both the New Jersey State
Supreme Court and the Mercer County Court.  The hotel is well
situated for leisure travelers with its proximity to Princeton and
Bucks County, Pa., and such nearby tourist attractions as Arm &
Hammer Park (home of the Trenton Thunder), the Sun National Bank
Center, Six Flags Great Adventure and Sesame Place.  With 11,000
square feet of meeting space, the hotel caters to both business
meetings and social functions.

              About Marshall Hotels & Resorts, Inc.

Salisbury, Md.-based Marshall Hotels & Resorts, Inc. --
http://www.marshallhotels.com-- has special expertise in
operating three- and four-star branded hotels and resorts,
averaging 100 to 500 rooms, in urban and central business
districts, as well as suburban/drive-to and resort locations.  In
addition, the company has a proven track record managing
independent resort and unique urban properties.  The company has
managed a wide array of leading hotel brands, including those
under the Hilton, Marriott, Starwood, InterContinental Hotel
Group, Hyatt, Carlson, Choice, Best Western and Wyndham flags.

                       About Lafayette Yard

Lafayette Yard Community Development Corporation, owner of the
Lafayette Yard Hotel & Conference Center, previously called the
Trenton Marriott, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 13-30752) on Sept. 23,
2013.  The Debtor is represented by Gregory G. Johnson, Esq., at
Wong Fleming, Attorneys At Law, in Princeton, New Jersey; and
Robert L. Rattet, Esq., Dawn Kirby, Esq., and Julie Cvek Curley,
Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, in
White Plains, New York.


LANDMARK MEDICAL: Completes Sale to Calif.-Based Prime Healthcare
-----------------------------------------------------------------
The Associated Press reports that the sale of financially troubled
Landmark Medical Center in Woonsocket, Rhode Island, to a for-
profit California-based hospital system is complete.

Prime Healthcare Services finalized its purchase of Landmark on
Dec. 31, according to the Associated Press.  The report notes that
the Woonsocket hospital has been in receivership since 2008, and
previous deals have fallen through.

Prime also acquired the Rehabilitation Hospital of Rhode Island.

Landmark Chief Executive Officer Rick Charest said Prime's
clinical and operational expertise and financial investment will
help the medical center provide the highest quality health care,
the report relates.  Mr. Charest tells The Associated Press there
are no specific plans for cutbacks and says the hospital will work
to be an "absolutely efficient operation."

Prime Chief Executive Officer Prem Reddy said his company looks
forward to working with Landmark employees and that Prime takes
seriously its motto of "saving hospitals, saving jobs and saving
lives," the report adds.


LEVEL 3: $200-Mil. Notes Converted to 10.8-Mil. Common Shares
-------------------------------------------------------------
Through Dec. 24, 2013, the holders of Level 3 Communications,
Inc.'s 6.5 percent Convertible Senior Notes due 2016 converted
approximately $200,335,000 aggregate principal amount into
10,814,264 shares of Level 3 common stock, par value $.01 per
share, pursuant to the terms of the Third Supplemental Indenture,
dated as of Sept. 20, 2010, among Level 3 Communications, Inc., as
Issuer, and The Bank of New York Mellon, as Trustee, governing the
Notes.  No accrued and unpaid interest was payable upon conversion
of the Notes.

On Dec. 26, 2013, the remaining $915,000 aggregate principal
amount of the Notes was redeemed at a price equal to 100 percent
of the principal amount plus accrued but unpaid interest up to but
excluding Dec. 26, 2013.

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $123 million on $4.71 billion of revenue as compared
with a net loss of $366 million on $4.76 million of revenue for
the same period a year ago.  The Company's balance sheet at Sept.
30, 2013, showed $12.85 billion in total assets, $11.70 billion in
total liabilities and $1.14 billion in total stockholders' equity.

                           *    *     *

In October 2013, Fitch Ratings affirmed the 'B' Issuer Default
Ratings (IDRs) assigned to Level 3.

As reported by the TCR on June 5, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Broomfield, Colo.-
based global telecommunications provider Level 3 Communications
Inc. to 'B' from 'B-'.  "The upgrade reflects improved debt
leverage, initially from the acquisition of the lower-leveraged
Global Crossing in October 2011, and subsequently from realization
of the bulk of what the company expects to eventually be $300
million of annual operating synergies," said Standard & Poor's
credit analyst Richard Siderman.


LIGHTSQUARED INC: MAST, et al. Oppose Lenders' Proposed Plan
------------------------------------------------------------
U.S. Bank N.A. and MAST Capital Management, LLC are blocking
efforts by LightSquared's secured lenders to win court approval of
their proposed bankruptcy plan for the wireless communications
company.

Attorney for U.S. Bank and MAST Capital said the plan cannot be
confirmed because it contains "broad release" provisions, which
favor affiliates of the lenders group including Charles Ergen's
Dish Network Corp. and SP Special Opportunities, LLC.

Philip Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New
York, said the plan proposes to release the lenders and affiliates
from claims that could have been asserted by LightSquared without
requiring them to make a "substantial contribution" to the
company's estate or its creditors.

"As the [lenders] have not provided any consideration, much less a
substantial contribution, in exchange for the release, the release
must therefore be denied," the lawyer said.

The lenders' proposed plan is based largely on a $2.2 billion
offer from a subsidiary of Dish.  Dish was sued by the wireless
communications company after SP Special, a fund also owned by Mr.
Ergen, illegally purchased more than $1 billion in LightSquared
debt before Dish bid on its assets.

The debt purchases were designed so an Ergen company could acquire
LightSquared's valuable spectrum licenses.

                Melody, et al. Oppose Lenders' Plan

The lenders' proposed plan also drew flak from SIG Holdings Inc.,
FCDB LSQ LLC, Centaurus Capital LP and Melody Business Finance
LLC, which has recently agreed to provide financing to
LightSquared's new bankruptcy plan.

The companies aren't convinced the lenders' plan was proposed in
good faith.  They believe SP Special was instructed by its
affiliates, which are competitors of the wireless communications
company, to acquire the LightSquared debt and was used to propose
a plan that would ensure a sale of the spectrum to Dish's
subsidiary.

Another group, which calls itself the Ad Hoc Preferred LP Group,
also opposed the lenders' plan.  The group filed an objection to
ensure it would be paid first before any junior stakeholders
receive property.

The Ad Hoc Preferred LP Group is represented by:

   Kenneth S. Ziman, Esq.
   George N. Panagakis, Esq.
   Shana A. Elberg, Esq.
   Skadden, Arps, Slate, Meagher & Flom LLP
   Four Times Square
   New York, New York 10036
   Tel: (212) 735-3000
   Email:

Centaurus and Melody are represented by:

   Jeffrey S. Sabin, Esq.
   Bingham McCutchen LLP
   399 Park Avenue
   New York, New York 10022
   Tele: (212) 705-7000
   Fax: (212) 506-1800
   Email:

        -- and --

   Julia Frost-Davies, Esq.
   Bingham McCutchen LLP
   One Federal Street
   Boston, MA 02110
   Tel: (617)-951-8000
   Fax: (617)-951-8736
   Email:

FCDB LSQ LLC is represented by:

   Kristopher M. Hansen, Esq.
   Frank A. Merola, Esq.
   Jayme T. Goldstein, Esq.
   180 Maiden Lane
   New York, New York 10038-4982
   Tel: (212) 806-5400
   Fax: (212) 806-6006
   Email:

SIG Holdings is represented by:

   Sandy Qusba, Esq.
   Elisha D. Graff, Esq.
   Nicholas E. Baker, Esq.
   Simpson Thacher & Bartlett LLP
   425 Lexington Avenue
   New York, New York 10017
   Tel: (212) 455-2000
   Fax: (212) 455-2502
   Email:

U.S. Bank N.A. and MAST is represented by:

   Michael S. Stamer, Esq.
   Philip C. Dublin, Esq.
   Meredith A. Lahaie, Esq.
   Akin Gump Strauss Hauer & Feld LLP
   One Bryant Park
   New York, New York 10036
   Tel: (212) 872-1000
   Fax: (212) 872-1002
   Email: mstamer@akingump.com
          pdublin@akingump.com

                      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.


LOEHMANN'S HOLDINGS: Creditor Panel Seeks to Retain Cash
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Loehmann's Inc. creditors' committee scheduled a
hearing for Jan. 7 to unravel cash-control procedures established
by the court before the panel was formed.

According to the report, unless the court changes the way sale
proceeds are distributed to secured creditors, the liquidating
discount retailer won't have cash to pay expenses of the
bankruptcy, according to the committee's filing last week.

Meanwhile, the U.S. Trustee, the Justice Department's bankruptcy
watchdog, is opposing approval of $653,250 in bonuses for two top
executives.

Four days after the Dec. 15 Chapter 11 filing, the U.S. Bankruptcy
Court in Manhattan let Loehmann's use cash representing collateral
for secured lenders' claims. The court required the company to
hand over sale proceeds to the lenders when the money is received.

The Jan. 7 hearing is to approve the sale of inventory to
liquidators, who will pay at least $19 million and conduct
going-out-of-business sales.

The final hearing to approve the use of cash isn't scheduled until
Jan. 16, after sale proceeds already will have been distributed to
first- and second-lien lenders, according to the committee. The
creditors said second-lien lenders include controlling
shareholders.

The committee prevailed on the bankruptcy judge to hold a hearing
on Jan. 7 to modify the prior order by allowing Loehmann's to
retain cash after the sale. Without cash, the retailer won't have
funds to pay Chapter 11 expenses or even let the committee conduct
an investigation.

At the Jan. 7 hearing, the U.S. Trustee will argue that the
executive payment program violates congressional prohibitions on
retention bonuses.

There can't be any incentive justifying the bonuses, according to
the U.S. Trustee, because they are in substance already fixed by
the sale process. The bankruptcy watchdog said the minimum bonus
of $132,950 is already earned because the $19 million "stalking-
horse" bid meets the lowest threshold for payment.

Bronx, New York-based Loehmann's said that before the bankruptcy
executives were "working the equivalent of three jobs" by running
the business while negotiating with liquidators to conduct going-
out-of-business sales.

The bonus program provides a $132,950 payment if first-lien debt
is paid in full. The eligible executives are Chief Operating
Officer William Thayer and Mindy Novack, the general counsel.

If second-lien creditors are paid in full, the collective bonus is
$402,500. If unsecured creditors receive a 10 percent
distribution, the bonuses top out at $653,250.

                         About Loehmann's

Discount retailer Loehmann's Holdings Inc., and two affiliates
sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No.
13-14050) on Dec. 15, 2013.

This is Loehmann's third bankruptcy filing, but this time it will
be a liquidation with going-out-of-business sales.

The first bankruptcy was a 14-month Chapter 11 reorganization
completed in September 2000.  At the time the chain had 44 stores
in 17 states.  The second bankruptcy culminated in a
reorganization plan implemented in March 2011.  It was acquired by
Istithmar in July 2006 in a $300 million transaction.

Loehmann's, based in the Bronx borough of New York City, operated
39 stores in 11 states as of the 2013 bankruptcy filing.

In the new Chapter 11 case, Loehmann's disclosed assets and debt
both totaling $96.7 million.  The debt includes $4.3 million on a
first-lien credit agreement with Wells Fargo Bank NA as agent, not
including about $9 million in letters of credit.

Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP,
serves as counsel to the Debtors; Canaccord Genuity Inc. is the
investment banker; Clear Thinking Group LLC is the restructuring
advisor; and Epiq Bankruptcy Solutions LLC is the claims and
notice agent.


LOMBARDS FINE FURNITURE: Liquidation Sale Set Jan. 8 to 12
----------------------------------------------------------
Tim Feran at The Columbus Dispatch in Columbus, Ohio, reports that
the bankruptcy liquidation sale for Lombards Fine Furniture will
take place Jan. 8 to 12 at the store's showroom location, 2060
Crown Plaza Dr., off Bethel Road on the Northwest Side.

Lombards Fine Furniture filed Chapter 7 bankruptcy on Sept. 30
after 64 years in business.  The furniture company owed creditors
more than $1 million and listed assets of about $616,000,
according to the filing, according to The Columbus Dispatch.

Founded in 1949 on Lane Avenue by Dennis Lombard, who hired future
owner Fred Heer in 1970, Lombards had built a reputation for
offering high-end brands.

The report notes that the auction will be held from noon to 8 p.m.
each day.  Daily discounts on all furniture inventory, equipment
and fixtures begin with 40 percent off on Wednesday, Jan. 8 and
progress daily by 10 percent until reaching 80 percent off on
Sunday, Jan 12, the report relates.

An online auction at http://www.AuctionOhio.netwill sell all
remaining inventory.


LONE PINE: Creditors Approve Restructuring Plan Under CCAA
----------------------------------------------------------
Lone Pine Resources Inc. disclosed that affected creditors of the
Company and its subsidiaries have approved, by the required
majorities at meetings held on Jan. 6, Lone Pine's previously-
announced plan of compromise and arrangement under the Companies'
Creditors Arrangement Act.  The Plan was approved at the
respective creditors' meeting of each company by over 95% of the
number of affected creditors who voted on the Plan holding, in
each case, more than 99% of the proven claims of all voting
creditors of that company.

Lone Pine intends to seek an order from the Court of Queen's Bench
of Alberta sanctioning and approving the Plan under the CCAA at a
hearing scheduled to commence on Thursday, January 9, 2014.  If
the CCAA sanction order is granted, the Company intends to proceed
with a hearing before the United States Bankruptcy Court for the
District of Delaware for recognition of the sanction order under
Chapter 15 of the U.S. Bankruptcy Code, which is scheduled for
Thursday, January 16, 2014.

Implementation of the Plan is subject to receipt of the CCAA
sanction order and Chapter 15 recognition order, and to
satisfaction or waiver of the various other conditions precedent
set forth in the Plan.  Assuming satisfaction or waiver of these
conditions within the expected time frames, the Company currently
anticipates implementing the Plan and completing its restructuring
on or before Friday, January 31, 2014.

                     About Lone Pine Resources

Calgary, Canada-based Lone Pine Resources Inc. is an independent
oil and gas exploration, development and production company with
operations in Canada.  The Company's reserves, producing
properties and exploration prospects are located in the provinces
of Alberta, British Columbia and Quebec, and in the Northwest
Territories.  The Company is incorporated under the laws of the
State of Delaware.

Lone Pine entered bankruptcy protection in Canada on Sept. 25,
2013, under the Companies' Creditors Arrangement Act and received
an initial protection order from an Alberta court the same day.
Lone Pine Resources simultaneously filed for Chapter 15 protection
in Delaware in the United States (Bankr. D. Del. Case No. 13-
12487) to seek recognition of the CCAA proceedings.

Lone Pine, LPR Canada and all other subsidiaries of the Company
are parties to the CCAA and Chapter 15 proceedings.

Lone Pine is being advised by RBC Capital Markets, Bennett Jones
LLP, Vinson & Elkins LLP and Richards Layton & Finger P.A. in
connection with the restructuring, with Wachtell, Lipton, Rosen &
Katz LLP providing independent advice to the Company's board of
directors.  The Supporting Noteholders are being advised by
Goodmans LLP and Stroock & Stroock & Lavan LLP.


MARTIN BELZ: Peabody Hotel President Files in Chapter 11
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Martin S. Belz, president and chairman of Peabody
Hotel Group, filed a petition for Chapter 11 protection on Dec. 27
in Memphis, Tennessee, his hometown.

According to the report, Peabody is a division of Belz Enterprises
Inc., the owner of more than 25 million square feet of developed
real property, according to a company website.

The Peabody Hotel in Memphis is known for its ducks, which parade
to and from a lobby fountain each day.

Although Belz has yet to file details, the petition shows assets
of less than $50 million and debt below $100 million.

Liabilities included $72.6 million owed to five banks. The largest
claim is $45.3 million owing to Metro Financial Services Corp. of
Memphis. Belz listed the debt as contingent and disputed.

The case is In re Martin S. Belz, 13-33888, U.S. Bankruptcy Court,
Western District of Tennessee (Memphis).


MAYBERRY SPORTING GOODS: To Close at The End of The Month
---------------------------------------------------------
The Bellingham Herald reports that the number of locally owned
sporting goods stores continues to shrink in Whatcom County in
Washington.

Mayberry Sporting Goods is closing its doors on Thursday, Jan. 30.
The store at 703 W. Holly St., near the Pacific Marine Exchange
and Gallery, will begin a liquidation sale on Friday, Jan. 3, said
owner Emily Mallahan, according to The Bellinghan Herald.

According to the report, Ms. Mallahan decided to close it before
debts started piling up.  One factor for the closure is the
difficult economic climate, particularly for locally owned
businesses, she said.

This comes on the heels of the announced closure of Sportsman
Chalet, which began its liquidation sale last month and is in its
final days.

Mayberry Sporting Goods opened in February 2011 at 1827 Cornwall
Ave., near Bellingham High School.  The company moved into a
smaller space on Holly Street in May 2013.  At the 11,000-square-
foot Cornwall Avenue space, the business also had an old-fashioned
fountain shop, offering milkshakes and sandwiches, and was home to
a barbershop.


MCMAHON PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: McMahon Properties, LLC
        4644 E. Fort Lowell RD.
        Tucson, AZ 85712-1111

Case No.: 14-00092

Chapter 11 Petition Date: January 3, 2014

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Hon. Brenda Moody Whinery

Debtor's Counsel: Scott D. Gibson, Esq.
                  LAW OFFICE OF SCOTT D. GIBSON, PLLC
                  6303 E Tanque Verde Road, Suite 210
                  Tucson, AZ 85715
                  Tel: 520-784-2600
                  Fax: 520-323-4613
                  Email: ECF@SDGLAW.NET

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Robert B. McMahon, manager.

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


MIDTOWN SCOUTS: Wants Plan Filing Deadline Moved to March 14
------------------------------------------------------------
Midtown Scouts Square Property, LP and Midtown Scouts Square, LLC
are seeking a further extension of their exclusive plan filing
period through March 14, 2014, and their exclusive plan
solicitation period through April 14, 2014.

The Debtors' current plan filing deadline is Jan. 13, 2014, and
their exclusive period to confirm a plan expires on March 14,
2014.

The Debtors reason that an Estimation Motion involving the claim
of Richey Family Limited Partnership, L.E. Richey, Todd Richey,
and Bank of Houston must be resolved first before they can file
and confirm a plan.  The Debtors maintain the claims alleged by
the Richeys in the litigation are potentially substantial and
allowance of the same could significantly impact any plan they may
file, including whether the Richeys have an equity interest in the
Debtors.

Because the Court may not enter a ruling on the Estimation Motion
and related Claim Objection prior to the expiration of the
exclusivity period, and the Debtors will require at least several
weeks to evaluate the financial impact of Court's ruling on the
Estimation Motion, the Debtors will not be able to file a
meaningful Chapter 11 Plan prior to the expiration of the current
exclusivity period, says T. Josh Judd, Esq., of Hoover Slovacek
LLP, in Houston, Texas, as counsel to the Debtors.

                 About Midtown Scouts Square

Midtown Scouts Square Property, LP, and affiliate Midtown Scouts
Square, LLC, own two commercial properties located in Midtown
Houston, Texas.  The first property is a mixed use 36,000-square-
foot two-storey office/restaurant building originally
constructed in 1975, while the second property is a 104,000-square
foot eight-storey parking garage with ground floor retail space,
both in Bagby Street, in Houston.

The two entities sought Chapter 11 protection (Bankr. S.D. Tex.
Lead Case No. 13-32920) on May 9, 2013.  The petitions were signed
by Erich Mundinger as president of general partner.  Judge Karen
K. Brown presides over the case.  In its schedules, MSS Property
disclosed $17,408,328 in assets and $16,666,325 in liabilities.
Edward L. Rothberg, Esq. at Hoover Slovacek, LLP, serves as the
Debtor's counsel.  Hawash Meade Gaston Neese & Cicack, LLP, serves
as special litigation counsel.


MRM PROJECT: Case Summary & 10 Unsecured Creditors
--------------------------------------------------
Debtor: MRM Project Management, LLC
        3 Broadway
        Beverly, MA 01915

Case No.: 14-10012

Chapter 11 Petition Date: January 3, 2014

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Hon. Joan N. Feeney

Debtor's Counsel: Michael S. Kalis, Esq.
                  MICHAEL S. KALIS, ESQUIRE
                  632 High Street
                  Dedham, MA 02026
                  Tel: (781) 461-0030
                  Fax: (781) 461-4563
                  Email: mikalislaw@verizon.net

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Hubbard, manager.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mab14-10012.pdf


NEW LIFE INT'L: Files for Chapter 11 in Nashville to Liquidate
--------------------------------------------------------------
New Life International, a religious corporation originally
incorporated under the name "World Bible Society", sought Chapter
11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 13-10974) in
Nashville, Tennessee, on Dec. 31, 2013.

Explaining the filing, the company stated on its Web site, "The
filing is due, in part, to challenging economic events that have
occurred in the last several years which have caused a decline in
the value of NLI's asset base.  These include the general U.S.
economic recession in 2008 and factors specific to NLI's
operations such as increased costs and regulatory changes.  The
decline in asset base has left NLI unable to continue its mission
and meet its long-term obligations to holders of charitable gift
annuities and charitable bargain sales, sometimes referred to as
ChIPs.  Because of these circumstances, a formal filing of Chapter
11, while not desirable, is the best solution for all the
constituencies that NLI serves."

NLI said that in mid-December 2013 its board met and considered a
forecast that NLI will run out of cash in the next calendar year
unless additional cash is generated through the liquidation of
assets, reduction of expenses and/or other means.

The Debtor estimated $10 million to $50 million in assets and
liabilities.  Other names used by the Debtor are the National
Community Foundation, The New Life Group, and Band Angels.

                         First Day Motions

The Debtor immediately filed applications to employ Gullett
Sanford Robinson & Martin, PLLC as bankruptcy attorneys; and Kraft
CPAs Turnaround & Restructuring Group PLLC, as financial
consultant.

The Debtor also filed motions to keep its existing bank accounts,
pay prepetition wages to eight employees, and provide adequate
assurance to utilities.  Moreover, the Debtor is seeking an
extension of the deadline to file its schedules of assets and
liabilities and its statement of financial affairs until Jan. 30,
2014.

The case is assigned to Judge Randal S. Mashburn.

                         Liquidating Plan

NLI stated on its Web site -- http://www.newlifeint.org/-- that
the bar date notice will likely be issued and mailed to creditors
and interested parties by Feb. 28, 2014.  The bar date notice will
contain the deadline for creditors to file proofs of claim in the
case.

NLI added that its intention is to file with the Court no later
than April 30, 2014, its Chapter 11 plan of liquidation and an
explanatory disclosure statement.


NEW LIFE INT'L: Proposes Gullett Sanford as Bankruptcy Counsel
--------------------------------------------------------------
New Life International seeks approval from the bankruptcy court to
employ the law firm of Gullett, Sanford, Robinson & Martin, PLLC
of Nashville, Tennessee, as bankruptcy counsel.

The Debtor has chosen Gullett Sanford for the reason that it is
experienced and well qualified to perform the work required of it
in the case.

Customary hourly rates of attorneys with Gullett Sanford, as may
be adjusted from time to time, including during the pendency of
the case, are:

                                Hourly Rates
                                ------------
            Members             $275 to $475
            Associates          $150 to $300
            Paralegals           $90 to $125

Prior to the filing of the Chapter 11 petition, the Debtor paid
GSR&M $225,619, of which $173,000 have been disbursed as
compensation for prepetition services.

The Debtor believes GSR&M is a disinterested person as that term
is defined in 11 U.S.C. Sec. 101(14).

Responses are due Jan. 21, 2014.  If a response is timely filed, a
hearing will be held Feb. 4, 2014, at 9:00 a.m.

                   About New Life International

New Life International, a religious corporation originally
incorporated under the name "World Bible Society", sought Chapter
11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 13-bk-10974)
in Nashville, Tennessee, on Dec. 31, 2013.

The Debtor estimated $10 million to $50 million in assets and
liabilities.

NLI's sources of revenue include donations of goods, money and
other property, investment earnings, sale of Christian-themed
merchandise and earnings from other real estate and operating
entities.  Other names used by the Debtor are the National
Community Foundation, The New Life Group, and Band Angels.

The Debtor has tapped Gullett Sanford Robinson & Martin, PLLC as
attorneys and Kraft CPAs Turnaround & Restructuring Group, PLLC,
as financial consultant.


NEW LIFE INT'L: Hiring Kraft CPAs as Consultant
-----------------------------------------------
New Life International seeks approval from the bankruptcy court to
employ Kraft CPAs Turnaround & Restructuring Group PLLC of
Nashville, Tennessee, as financial consultant.

The firm will assist the Debtor in financial matters while NLI
operates in bankruptcy.

KTRG will charge the Debtor at these hourly rates, which, subject
to Court approval, may be adjusted from time to time, including
during the pendency of the case:

                                Hourly Rates
                                ------------
          Principals/Members    $350 to $420
          Staff                  $65 to $275

KTRG will track and account for time in 1/10th hour increments.
In addition to the fees for consulting services, the Debtor will
reimburse KTRG for all direct costs that it incurs on the Debtor's
behalf.  Examples include photocopies, document archiving,
delivery and courier services, and travel expenditures.

The Debtor has paid the firm $218,631, of which $118,631 has been
disbursed as compensation for financial and consulting services
rendered prior to the Petition Date.

The Debtor believes the firm is a disinterested person as that
term is defined in 11 U.S.C. Sec. 101(14).

Responses are due Jan. 21, 2014.  If a response is timely filed, a
hearing will be held Feb. 4, 2014, at 9:00 a.m.

The firm can be reached at:

         Myles A. MacDonald
         Principal and Member
         KRAFTCPAS TURNAROUND & RESTRUCTURING GROUP PLLC
         555 Great Circle Road, Suite 200
         Nashville, TN 37228
         Tel: (615) 943-3145
         Fax: (615) 782-4271
         E-mail: mmacdonald@kraftcpas.com

                   About New Life International

New Life International, a religious corporation originally
incorporated under the name "World Bible Society", sought Chapter
11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 13-bk-10974)
in Nashville, Tennessee, on Dec. 31, 2013.

The Debtor estimated $10 million to $50 million in assets and
liabilities.

NLI's sources of revenue include donations of goods, money and
other property, investment earnings, sale of Christian-themed
merchandise and earnings from other real estate and operating
entities.  Other names used by the Debtor are the National
Community Foundation, The New Life Group, and Band Angels.

The Debtor has tapped Gullett Sanford Robinson & Martin, PLLC as
attorneys and Kraft CPAs Turnaround & Restructuring Group, PLLC,
as financial consultant.


NEW LIFE INT'L: Files List of 20 Largest Unsecured Creditors
------------------------------------------------------------
New Life International filed with the U.S. Bankruptcy Court for
the Middle District of Tennessee a list of creditors holding 20
largest unsecured claims:

   Entity                         Nature of Claim  Claim Amount
   ------                         ---------------  ------------
Abbotts, Robert T.                Annuitant - CGA      $374,251
718 Ashmeade Rd.
Charlotte, NC 28211-4242

Barnett, Charlotte                Annuitant - CGA       428,223
9253 White Cliff Way
Indianapolis, IN 46234

Dillon, Helene                    Annuitant - CGA       850,202
c/o Western Nat'l Trust Co.
PO Box 40430
Reno, NV 89504

Gorman, Vivian E.                 Annuitant - ChiP      537,968
672 W. Hollis St.
Nashua, NH 03062

Hall, Carolyn H.                  Annuitant - ChiP      482,463
2412 Churchill Drive
Wilmington, NC 28403

Heihl, Karen                      Annuitant - CGA       966,088
12827 Minx Rd.
La Salle, MI 48145

Hyneman, Michael                  Annuitant - CGA       371,664
308 Patriots Landing
Coatesville, IN 46121

Lentz, Ruth R.                    Annuitant - CGA       409,993
2524 Richmar Dr.
Dayton, OH 45434

Mack, Robert                      Annuitant - CGA       368,414
185 N. Airport Way
Manteca, CA 95337

Malone, Michael K.                Annuitant - CGA       361,205
64 Trinity St.
Newton, NJ 07865

McCabe, Richard A.                Annuitant - ChiP      488,551
8271 S. Continental Divide Rd.
#304
Littleton, CO 80127

Nation, Florence                  Annuitant - ChiP      684,878
345 Genoa Red Bluff
Houston, TX 77034

Rice, James D.                    Annuitant - CGA       585,139
744 Willowhead
Naples, FL 34103

Rice, Sharon                      Annuitant - CGA       585,139
744 Willowhead
Naples, FL 34103

Speer, Sandra                     Annuitant - CGA       440,236
18 Santa Cruz Rd.
Tuckerton, NJ 08057

Stetzer, Grace M.                 Annuitant - ChiP      448,815
8629 LaLosa Dr. West
Jacksonville, FL 32217

Stetzer, Mark                     Annuitant - ChiP      448,815
8629 LaLosa Dr. West
Jacksonville, FL 32217

Stolarz, Dorothy P.               Annuitant -CGA/ChiP 1,504,968
59 Maple Ridge Dr.
Somers, CT 06071

Taylor, Richard M.                Annuitant - CGA       821,905
501 Haverhill Lane
Colleyville, TX 76034

Waits, Sybil Turner               Annuitant - CGA      343,250
565 Mountain Way NE
Atlanta, GA 30342

                   About New Life International

New Life International, a religious corporation originally
incorporated under the name "World Bible Society", sought Chapter
11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 13-bk-10974)
in Nashville, Tennessee, on Dec. 31, 2013.

The Debtor estimated $10 million to $50 million in assets and
liabilities.

NLI's sources of revenue include donations of goods, money and
other property, investment earnings, sale of Christian-themed
merchandise and earnings from other real estate and operating
entities.  Other names used by the Debtor are the National
Community Foundation, The New Life Group, and Band Angels.

The Debtor has tapped Gullett Sanford Robinson & Martin, PLLC as
attorneys and Kraft CPAs Turnaround & Restructuring Group, PLLC,
as financial consultant.


NNN 123: May Use Wells Fargo's Cash Collateral Until Jan. 31
------------------------------------------------------------
NNN 123 North Wacker, LLC, sought and obtained authorization from
the U.S. Bankruptcy Court for the Northern District of Illinois to
use cash collateral until Jan. 31, 2014, to pay expenses of that
certain improved real property located at 123 North Wacker Drive
in Chicago.

A copy of the budget is available for free at:

     http://bankrupt.com/misc/NNN123cashcollorderbudget.pdf

The party with an interest in the cash collateral is Wells Fargo
Bank, N.A., as Trustee, for the registered holders of GE
Commercial Mortgage Corporation, Commercial Mortgage Pass-
Through Certificates, Series 2005-C4 acting by and through C-III
Asset Management LLC, a Delaware limited liability company, as
successor to Midland Loan Services Inc., in its capacity as
special servicer for the 123 North Wacker Whole Loan pursuant to
that certain Pooling and Servicing Agreement dated Dec. 1, 2005

As adequate protection for the use of cash collateral, the Lender
will receive a $520,701 adequate protection payment to be applied
to the indebtedness owed pursuant to the loan documents.

The $669,981.52 of remaining amounts needed to fund the required
tenant improvements costs and leasing commissions associated with
the with the lease of office space to FPL Corporate Services, LLC,
will be placed by the Lender in an escrow account with Zodiac
Title Services LLC.

A further hearing on the cash collateral use will be held on
Jan. 27, 2014.

NNN 123 North Wacker, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 13-39210) on Oct. 4, 2013 in Chicago,
represented by Andrea Johnson Frost, Esq., at Kaye Scholer LLC, as
counsel.  The Debtor disclosed total assets of $24.95 million and
total liabilities of $135.47 million in its Schedules.

Another entity, NNN 123 North Wacker Member LLC, sought
Chapter 11 protection (Case No. 13-39240) on the same day.


NORTH TEXAS: Court OKs Sale of Park Cities to Olney Bancshares
--------------------------------------------------------------
The U.S. Bankruptcy Court in Delaware has approved the acquisition
of Park Cities Bank (NTBS/PCB), by Olney Bancshares of Texas, Inc.
The sale is the culmination of a three-year work out process
during which Commerce Street Capital, LLC (CSC), a Dallas-based
investment banking firm, served as strategic advisor to Park
Cities Bank and its parent, North Texas Bancshares, Inc
(NTBC/PCB).  This announcement was made on Jan. 6 by Dory Wiley,
President and CEO of CSC.

As part of the transaction, Park Cities Bank will merge with and
into Interbank, the wholly owned banking subsidiary of Olney
Bancshares of Texas, Inc.  Interbank operates 36 banking locations
in Texas and Oklahoma while Park Cities Bank operates four
branches in the Dallas/Fort Worth area.

The sale and merger resulted from an auction process conducted in
accordance with procedures approved by the U. S. Bankruptcy Court
in the District of Delaware as part of the bankruptcy filings by
North Texas Bancshares, Inc. and North Texas Bancshares of
Delaware, Inc. under Chapter 11 of the Bankruptcy Code. A
tentative agreement for the sale was approved by the bankruptcy
court on December 17, 2013.

During the court-supervised auction, Olney Bancshares of Texas,
Inc's $11.4 million bid was deemed the highest or otherwise best
offer received, beating a stalking horse bid by Park Cities
Financial Group, an independent group of investors unaffiliated
with NTBS/PCB.

CSC Vice President Hatch Smith was the lead financial advisor to
NTBS/PCB.  Mr. Smith and CSC's team worked closely with NTBS/PCB's
leadership, regulators and numerous third parties during the
three-year process.

CSC's Smith noted, "We appreciate the persistence and vision of
the NTBS/PCB leaders who worked diligently with the CSC team
during an arduous and lengthy process that drew on the full
resources of CSC, including our expansive investor network and
ability to conceive multiple creative strategies in order to reach
an optimal outcome from a challenging situation."

CSC was first engaged by NTBS/PCB in November 2010 to assist the
bank holding company with strategic alternatives, including
exploration of the potential sale of distressed and non-performing
assets, recapitalization, sale and/or reorganization through
bankruptcy.  After several strategic initiatives and consideration
by numerous investors, the decision was made to reorganize and
conduct an auction for NTBS/PCB under Chapter 11 protection,
Section 363 of the Federal Bankruptcy Code.

CSC's Financial Institutions Group practice centers exclusively on
serving the needs of the financial services sector.  The group
aims to provide sound, comprehensive advice, expert structuring
and optimum execution to banks, bank holding companies and allied
businesses.  CSC is recognized as a leader in the industry for its
valuation practice and providing clients with unbiased analyses
and independent opinions required to fulfill their fiduciary
obligations.

North Texas Bancshares of Delaware, Inc. (Case No. 13-12699) and
North Texas Bancshares, Inc. (Case No. 13-12700) sought protection
under Chapter 11 of the Bankruptcy Code on Oct. 16, 2013, before
the United States Bankruptcy Court for the District of Delaware.
The jointly administered cases are before Judge Kevin Gross.

The Debtors' are represented by Tobey M. Daluz, Esq., Leslie C.
Heilman, Esq., and Matthew Summers, Esq., at Ballard Spahr LLP, in
Wilmington, Delaware.  The Debtors' special counsel is Bracewell &
Giuliani LLP.  Commerce Street Capital, LLC, serves as the
Debtors' financial advisors.

                   About Commerce Street Capital

Commerce Street Capital, LLC --
http://www.commercestreetcapital.com-- is a private investment
banking firm headquartered in Dallas, Texas.  Led by veterans of
the banking industry, CSC specializes in investment banking
services (mergers and acquisitions, valuations and regulatory
issue advising) and bank development (on-site consulting, sales
and management of bank capital raises, market assessments and the
bank regulatory application process).  The firm provides tailored
solutions for all or part of a financial institution's business
lifecycle.


OCZ TECHNOLOGY: Has Final Nod to Pay Critical Vendors Claim
-----------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware entered a final order authorizing OCZ
Technology Group, Inc., et al., to pay the claims asserted by
certain critical vendors and service providers.

As reported by the Troubled Company Reporter on Dec. 10, 2013the
Court gave interim authority for the Debtors to pay the claims
asserted by critical vendors.
Payments on account of critical vendor claims must not exceed
$4.02 million without further court order.

The Debtors will undertake appropriate efforts to cause the
critical vendors to enter into trade agreements with the Debtors
as a condition to payment of its critical vendor claims.

The Debtors are authorized, in its sole discretion, to make
payment on account of critical vendor claims in the absence of a
trade agreement after the Debtors have undertaken appropriate
efforts to cause the critical vendor to execute a trade agreement
and if the Debtors determine, in their sole discretion, that
failure to pay the critical vendor claim presents a material risk
of irreparable harm to the Debtors' business.

                             About OCZ

San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ)
designs, manufactures, and distributes high-performance solid-
state storage solutions and premium computer components.

OCZ and two affiliates on Dec. 2, 2013, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-13126) with a deal to
sell all assets under 11 U.S.C. Sec. 363 to Toshiba Corporation
for $35 million.

As of the bankruptcy filing, the Debtors had funded indebtedness
of $29.3 million and general unsecured trade obligations of $31.4
million.

Young Conaway Stargatt & Taylor represents the Debtors as counsel.
Mayer Brown LLP serves as the Debtors' special counsel.  Deutsche
Bank is the Debtors' investment banker.  The Hon. Peter J. Walsh
presides over the case.


OCZ TECHNOLOGY: Court Okays Hiring of GCG Inc as Claims Agent
-------------------------------------------------------------
OCZ Technology Group, Inc. and its debtor-affiliates sought and
obtained permission from the Hon. Peter J. Walsh of the U.S.
Bankruptcy Court for the District of Delaware to employ GCG, Inc.
as claims and noticing agent.

The Debtors require GCG Inc to:

   (a) prepare and serve required notices and documents in these
       Chapter 11 Cases in accordance with the Bankruptcy Code and
       the Bankruptcy Rules in the form and manner directed by the
       Debtors and the Court, including (i) notice of the
       commencement of the cases and the initial meeting of
       creditors under section 341(a) of the Bankruptcy Code, (ii)
       notice of any claims bar date, (iii) notices of transfers
       of claims, (iv) notices of objections to claims and
       objections to transfers of claims, (v) notices of any
       hearings on a sale of the Debtors' assets or a disclosure
       statement and confirmation of the Debtors' plan or plans of
       reorganization, including under Bankruptcy Rule 3017(d),
       (vi) notice of the effective date of any plan, and (vii)
       all other notices, orders, pleadings, publications, and
       other documents as the Debtors or Court may deem necessary
       or appropriate fo an orderly administration of the cases;

   (b) maintain an official copy of the Debtors' schedules of
       assets and liabilities and statement of financial affairs,
       listing the Debtors' known creditors and the amounts owed
       thereto;

   (c) maintain (i) a list of all potential creditors, equity
       holders, and other parties-in-interest and (ii) a "core"
       mailing list consisting of all parties described in
       Bankruptcy Rules 2002 (i), (j), and (k) and those parties
       that have filed a notice of appearance pursuant to
       Bankruptcy Rule 9010; update said lists, and make said
       lists available upon request by a party-in-interest or the
       Clerk's Office;

   (d) furnish a notice to all potential creditors of the last
       date for the filing of proofs of claim and a form for the
       filing of a proof of claim, after such notice and form are
       approved by the Court, and notify said potential creditors
       of the existence, amount, and classification of their
       respective claims as set forth in the Schedules, which may
       be affected by inclusion of such information on a
       customized proof of claim form provided by potential
       creditors;

   (e) maintain a post office box or address for the purpose of
       receiving claims and returned mail, and process all mail
       received;

   (f) for all notices, motions, orders, or other pleadings or
       documents served, prepare and file or caused to be filed
       with the Clerk's Office an affidavit or certificate of
       service within 7 business days of service, which includes
       (i) either a copy of the notice served or the docket
       numbers and titles of the pleadings served, (ii) a list of
       persons to whom it was mailed with their addresses, (ii)
       the manner of service, and (iv) the date served;

   (g) process all proofs of claim received, including those
       received by the Clerk's Office, and check said processing
       for accuracy, and maintain the original proofs of claim in
       a secure area;

   (h) maintain the official claim register for each Debtor on the
       behalf of the Clerk's Office; upon request of the Clerk's
       Office, provide the Clerk's Office with certified,
       duplicate unofficial Claims Registers; and specify in the
       Claims Registers the following information for each claim
       docketed: (i) the claim number assigned, (ii) the date
       received, (iii) the name and address of the claimant and
       agent, if applicable, who filed the claim, (iv) the amount
       asserted, (v) the asserted classifications of the claim,
       (vi) the applicable Debtor, and (vii) any disposition of
       the claim;

   (i) implement necessary security measures to ensure the
       completeness and integrity of the Claims Registers adn the
       safekeeping of the original claims;

   (j) record all transfers of claims and provide any notices of
       such transfers as required by Bankruptcy Rule 3001 (e); if
       an evidence of transfer of a claim is filed with the Court
       pursuant to Bankruptcy Rule 3001(e), and if the evidence of
       transfer or notice thereof executed by the parties purports
       to waive the 21-day notice and objection period required
       under Bankruptcy Rule 3001 (e), then the Claims Agent may
       process the transfer of claim to change the name and
       address of the claimant of such claim to reflect the
       transfer, and the effective date of such transfer will be
       date the evidence of such transfer with docketed in the
       case;

   (k) relocate, by messenger or overnight deliver, all of the
       court-filed proofs of claim to the offices of the Claims
       Agent, not less than weekly;

   (l) upon completion of the docketing process for all claims
       received to date for each case, turn over the Clerk's
       Office copies of the claims register for review by the
       Clerk's Office;

   (m) monitor the Court's docket for all notices of appearance,
       address changes, and claims-related pleadings and orders
       filed, and make necessary notations on and changes to the
       claims register;

   (n) assist in the dissemination of information to the public
       and respond to requests for the administrative information
       regarding the cases as directed by the Debtors or the
       Court, including through the use of a case website and call
       center;

   (o) if the cases are converted to Chapter 7, contact the
       Clerk's Office within 3 days of the notice to the Claims
       Agent of entry of the order converting the cases;

   (p) 30 days prior to the close of these cases, to the extent
       practicable, request that the Debtors submit to the Court a
       proposed order dismissing the Claims Agent and terminating
       the services of such agent upon completion of its duties
       and responsibilities and upon the closing of these cases;

   (q) within 7 days of notice to the Claims Agent of entry of an
       order closing these Chapter 11 cases, provide to the Court
       the final version of the claims register as of the date
       immediately before the closing of the cases; and

   (r) at the close of these cases, box and transport all original
       documents, in proper format, as provided by the Clerk's
       Office, to (i) the Federal Archives Record Administration,
       located at Central Plains Region, 200 Space Center Drive,
       Lee's Summit, MO 64064 or (ii) any other location requested
       by the Clerk's Office.

GCG personnel will be paid at these discounted hourly rates:

       Administrative, Mailroom and Claims Control      $45-$55
       Project Administrators                           $70-$85
       Project Supervisors                              $95-$110
       Graphic Support & Technology Staff               $100-$200
       Project Managers & Senior Project Managers       $125-$175
       Directors and Asst. Vice Presidents              $200-$295
       Vice Presidents and above                        $295

For this engagement, GCG Inc agrees to provide discounted hourly
rates as reflected in the chart and to cap its highest hourly rate
at $295.  Expert services provided by Angela Ferrante and Craig
Johnson, the latter in connection with solicitation and tabulation
will be at a rate of $310 per hour.

GCG Inc will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Angela Ferrante, vice president of GCG Inc's Bankruptcy
Operations, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.

GCG Inc can be reached at:

       Angela Ferrante
       GCG, INC.
       1985 Marcus Ave
       Lake Success, NY 11042
       Tel: (631) 470-5000
       E-mail: angela.ferrante@gcginc.com

                            About OCZ

San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ)
designs, manufactures, and distributes high-performance solid-
state storage solutions and premium computer components.

OCZ and two affiliates on Dec. 2, 2013, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-13126) with a deal to
sell all assets under 11 U.S.C. Sec. 363 to Toshiba Corporation
for $35 million.

As of the bankruptcy filing, the Debtors had funded indebtedness
of $29.3 million and general unsecured trade obligations of $31.4
million.

The Debtors are represented by Mayer Brown LLP's Sean T. Scott,
Esq., as counsel and Young Conaway Stargatt & Taylor LLP's Michael
R. Nestor, Esq., Matthew B. Lunn, Esq., and Jaime Luton Chapman,
Esq., as Delaware local counsel.  Deutsche Bank is the Debtors'
investment banker.  Mike Rizzo Jr. at RAS Management Advisors,
LLC, serves as financial advisors to the Debtors.  The Hon. Peter
J. Walsh presides over the case.

Kelley Drye & Warren LLP's Eric R. Wilson, Esq., Jason R. Adams,
Esq., and Gilbert R. Saydah Jr., Esq., serve as counsel to the
official committee of unsecured creditors, and Greenberg Traurig,
LLP's Dennis A. Meloro, Esq. serves as local counsel.


OCZ TECHNOLOGY: Hires GCG Inc as Administrative Advisor
-------------------------------------------------------
OCZ Technology Group, Inc. and its debtor-affiliates seek
authorization from the Hon. Peter J. Walsh U.S. Bankruptcy Court
for the District of Delaware to employ GCG, Inc. as administrative
advisor, nunc pro tunc to Dec. 2, 2013 petition date.

The Debtors require GCG Inc to:

   (a) assist with, among other things, solicitation, balloting,
       and tabulation and calculation of votes, as well as
       preparing any appropriate reports, as required in
       furtherance of confirmation of plans of reorganization;

   (b) generate an official ballot certification and testifying,
       if necessary in support of the ballot tabulation results;

   (c) gather data in conjunction with the preparation, and assist
       with the preparation, of the Debtors' schedules of assets
       and liabilities and statements of financial affairs;

   (d) generate, provide, and assist with claims objections,
       exhibits, claims reconciliation, and related matters;

   (e) provide a confidential data room;

   (f) manage any distributions pursuant to a confirmed plan of
       reorganization; and

   (g) provide such other claims processing, noticing,
       solicitation, balloting, and administrative services
       described in the Bankruptcy Administration Agreement, but
       not included in the Section 156(c) Application, as may be
       requested from time to time by the Debtors.

GCG Inc will be paid at these discounted hourly rates:

       Administrative, Mailroom and Claims Control      $45-$55
       Project Administrators                           $70-$85
       Project Supervisors                              $95-$110
       Graphic Support & Technology Staff               $100-$200
       Project Managers & Senior Project Managers       $125-$175
       Directors and Asst. Vice Presidents              $200-$295
       Vice Presidents and above                          $295

For this engagement, GCG Inc agrees to provide discounted hourly
rates as reflected in the chart and to cap its highest hourly rate
at $295.  Expert services provided by Angela Ferrante and Craig
Johnson, the latter in connection with solicitation and tabulation
will be at a rate of $310 per hour.

GCG Inc will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Angela Ferrante, vice president of GCG Inc's Bankruptcy
Operations, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.

GCG Inc can be reached at:

       Angela Ferrante
       GCG, INC.
       1985 Marcus Ave
       Lake Success, NY 11042
       Tel: (631) 470-5000
       E-mail: angela.ferrante@gcginc.com

                            About OCZ

San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ)
designs, manufactures, and distributes high-performance solid-
state storage solutions and premium computer components.

OCZ and two affiliates on Dec. 2, 2013, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-13126) with a deal to
sell all assets under 11 U.S.C. Sec. 363 to Toshiba Corporation
for $35 million.

As of the bankruptcy filing, the Debtors had funded indebtedness
of $29.3 million and general unsecured trade obligations of $31.4
million.

The Debtors are represented by Mayer Brown LLP's Sean T. Scott,
Esq., as counsel and Young Conaway Stargatt & Taylor LLP's Michael
R. Nestor, Esq., Matthew B. Lunn, Esq., and Jaime Luton Chapman,
Esq., as Delaware local counsel.  Deutsche Bank is the Debtors'
investment banker.  Mike Rizzo Jr. at RAS Management Advisors,
LLC, serves as financial advisors to the Debtors.  The Hon. Peter
J. Walsh presides over the case.

Kelley Drye & Warren LLP's Eric R. Wilson, Esq., Jason R. Adams,
Esq., and Gilbert R. Saydah Jr., Esq., serve as counsel to the
official committee of unsecured creditors, and Greenberg Traurig,
LLP's Dennis A. Meloro, Esq. serves as local counsel.


OCZ TECHNOLOGY: 3-Member Panel Named as Unsec. Creditors Committee
------------------------------------------------------------------
The U.S. Trustee for Region 3, pursuant to Section 1102(a)(1) of
the Bankruptcy Code, appointed three members to the Official
Committee of Unsecured Creditors in the bankruptcy cases of OCZ
Technology, Inc., et al.

The Committee members are:

      1. RR Donnelley
         Attn: Dav Pevonka
         4101 Winfield Rd.
         Warrenville, IL 60555
         Phone: 630-322-6931
         Fax: 630-322-6034

      2. Advanced MP Technology, Inc.
         Attn: Ronald Harris
         1010 Calle Sombra
         San Clemente, CA 92672
         Phone: 949-492-3113
         Fax: 949-388-4020

      3. Avnet Asia Pte. Ltd.
         Attn: Dennis Losik
         151 Lorong Chuan
         #06-03 New Tech Park
         Singapore 556741
         Phone: 847-396-7401
         Fax: 847-396-7474

David L. Buchbinder, Esq., represents the U.S. Trustee.

                        About OCZ

San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ)
designs, manufactures, and distributes high-performance solid-
state storage solutions and premium computer components.

OCZ and two affiliates on Dec. 2, 2013, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-13126) with a deal to
sell all assets under 11 U.S.C. Sec. 363 to Toshiba Corporation
for $35 million.

As of the bankruptcy filing, the Debtors had funded indebtedness
of $29.3 million and general unsecured trade obligations of $31.4
million.

Young Conaway Stargatt & Taylor represents the Debtors as counsel.
Mayer Brown LLP serves as the Debtors' special counsel.  Deutsche
Bank is the Debtors' investment banker.  The Hon. Peter J. Walsh
presides over the case.


ORMET CORP: Laid-Off Steelworkers to Conduct Picket on January 8
----------------------------------------------------------------
The United Steelworkers (USW)on Jan. 6 said that a busload of
laid-off workers from Ormet's aluminum smelter in Hannibal, Ohio
will conduct an informational picket on Wednesday, January 8,
2014, outside American Electric Power (AEP) headquarters in
Columbus.

Ormet plunged into bankruptcy in February 2013 after AEP raised
its electric rate from $38 per megawatt hour in 2009 to $62.80 in
2013.  The average rate for aluminum producers in North America is
currently $30.

The USW has delivered thousands of petition signatures to Gov.
John Kasich and the Public Utilities Commission of Ohio (PUCO)
urging them to intervene so that the bankrupt aluminum producer
can resume operations.

The USW represents 850,000 men and women employed in metals,
mining, pulp and paper, rubber, chemicals, glass, auto supply and
the energy-producing industries, along with a growing number of
workers in public sector and service occupations.

ATTN ASSIGNMENT/EDITORS: Photo Opportunities, Interviews

        WHO:   Steelworkers fighting to save jobs at Ormet
        WHAT:  Informational picket at AEP corporate headquarters
        WHEN:  10 a.m. - 3 p.m. on Wed., Jan. 8, 2014
        WHERE: American Electric Power - 1 Riverside Plaza,
Columbus, OH 43215

More information, contact: Donnie Blatt - 740-504-8900 (cell) or
dblatt@usw.org

                       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.


PAULSON CAPITAL: Intends to Appeal NASDAQ Determination Letter
--------------------------------------------------------------
Paulson Capital Corp. on Jan. 6 disclosed that it is expected
that, effective on January 8, 2014, the Company's common stock
will resume trading on The NASDAQ Stock Market under the Company's
symbol ("PLCC").  The Company also announced that, on December 30,
2013, the Company received a letter from the NASDAQ Listing
Qualifications Staff stating that the Company's common stock is
subject to delisting based on non-compliance with NASDAQ Listing
Rule 5250(e)(6), which the Staff has indicated required the
Company to notify NASDAQ 10 calendar days in advance of the
October 11, 2013 record date established for participation in
distributions from an irrevocable liquidating trust to be formed
by the Company, as more fully discussed below.

The Company previously disclosed the Staff's views with respect to
the Record Date notice requirement in a Current Report on Form 8-K
filed with the Securities and Exchange Commission on November 27,
2013.  As was noted in that filing, on September 27, 2013, the
Company issued a press release announcing the Record Date along
with information relating to the formation of the Trust.

The Staff determination letter also raises "public interest"
concerns, pursuant to the discretionary authority granted to
NASDAQ under Listing Rules 5100 and 5101 and IM-5101-1, which the
Staff believes further support delisting.  In particular, the
Staff raised concerns based on certain Company disclosures that
the Company may divest itself of its interest in its sole
operating subsidiary and that therefore investors do not know what
the Company's business will be in the future.  As a result, the
Staff concluded that the Company may be characterized as a "public
shell."  The Staff also expressed its belief that there had been a
lack of clear disclosure about the current nature of the Company's
business and the Company's business plans going forward.  In
addition, the Staff concluded that market confusion resulted
following the Record Date from the Company's failure to provide
NASDAQ with timely notice of the Record Date pursuant to Listing
Rule 5250(e)(6).

The Company intends to request an appeal of the Staff's
determination before an independent NASDAQ Listing Qualifications
Panel.  The timely filing of an appeal with the Panel will result
in a stay of any suspension or delisting action pending the
issuance of the Panel's decision following the hearing.  However,
there can be no assurance that the Panel will grant the Company's
request for continued listing following the hearing.

As previously announced, the assets that will ultimately be
contributed to the Trust consist of non-operational assets held by
Paulson Investment Company, Inc., the Company's broker-dealer
subsidiary on the Record Date, such as cash, receivables, income
taxes receivable, trading and investment securities, underwriter
warrants, and an insurance policy on the life of the founder of
the Company (Chester Paulson) (or proceeds from the sale of such
policy).  As of September 30, 2013, these assets totaled
approximately $11.9 million.  While these assets have been
designated to be set aside for inclusion in the Trust, liquidation
by a trustee, and distribution in the future to the stockholders
on the Record Date, they do not constitute all of the assets of
PIC.  As of September 30, 2013, cash, receivables, investment
securities, underwriter warrants, prepaid expenses, and furniture
and equipment, all related to the on-going operations of the
broker-dealer, totaling approximately $3.4 million, were allocated
to PIC.  PIC will continue as an operating entity and, in fact,
the Company has expanded PIC's operations since the Record Date.

As described in the Proxy Statement that was provided to the
Company's shareholders in connection with the 2013 Annual Meeting
held on November 8, 2013, the Company expects to create the Trust
and transfer to it selected non-operating PIC assets, as described
above and as described more fully in the Company's Quarterly
Report on Form 10-Q for the period ended September 30, 2013.  The
Company has a 100% voting interest and 84% beneficial interest in
PIC and will continue to operate PIC following the creation of the
Trust.  As is discussed more fully in the Third Quarter Form 10-Q,
PIC grew in size and operations in 2013 with offices in New York
City, San Francisco, and Portland, and acted as placement agent
for six companies during the year.  As referenced above, the
assets to be transferred to the Trust are non-operating and mostly
financial assets from historical activities that are not required
for the conduct of PIC's broker-dealer operations.  As previously
announced, shareholders who acquired their shares of the Company's
Common Stock after the Record Date have no right to participate in
the Trust or to the payment by the trustee of any proceeds from
the Trust but continue to own an indirect interest in the
operations and activity of PIC through their ownership of the
Company's Common Stock.  It is expected that the Trust will be
formed in 2014, with the Trust assets ultimately to be distributed
to owners of the Company's common stock as of the Record Date
within the next three years.

The Company previously disclosed in the Proxy Statement, its Forms
10-Q for the quarterly periods ended June 30, 2013 and September
30, 2013 filed with the SEC on August 19, 2013 and November 14,
2013, respectively, and its Current Report on Form 8-K/A filed
with the SEC on August 30, 2013, that the Board of Directors was
contemplating a restructuring of the ownership of the broker-
dealer business in the future, which could initially reduce the
Company's ownership in PIC to as low as 25 percent.  The Company
wished to update the status of such activities and announced that
this is but one of a number of options that are being explored in
an effort to enhance shareholder value.  As noted above, the
Company currently has a 100% voting interest and 84% beneficial
interest in PIC and therefore does not believe that it is
appropriate to characterize the Company as a "public shell."
While it remains possible that the Company will take actions in
the future that could result in a reduction in its ownership in
PIC, the Company has no current plans to divest itself of PIC,
particularly if such divestiture would result in the Company no
longer owning an operating business.  Notwithstanding, the Company
is actively considering alternative business initiatives including
mergers with and investments in private or public companies.

Finally, on December 16, 2013, Mr. Chester Paulson resigned from
the Board, and the remaining directors appointed Dr. Denis Burger
to fill Mr. Paulson's vacancy.  Dr. Burger's appointment gives the
Board a majority of independent directors and his appointment to
the Audit Committee gives the committee three independent members,
bringing the Company back into compliance with NASDAQ Listing
Rules 5605(b)(1) and 5605(c)(2).  The Company previously had
received a letter from the Staff stating that the Company was not
in compliance with NASDAQ Listing Rules 5605(b)(1) (which requires
that the Company have a majority of independent directors) and
5605(c)(2) (which requires that the Company have an audit
committee with at least three members, each of whom is
independent) and has now regained compliance with such Rules.

Mr. Trent Davis, CEO, stated, "We are pleased to have Dr. Burger
return to the Company's Board, of which he was a member from 2008
to 2010."  From 1991-2011, he was managing director of Sovereign
Ventures, LLC, a biotech investing and consulting firm.  He was a
director of BioCurex, Inc., a developer of a universal cancer
marker, from 2010 to 2013; chairman and chief executive officer of
AVI BioPharma, Inc., a drug development company using gene
targeted therapeutics, from 1997 to 2007; and founding chairman of
Epitope, Inc., a developer of diagnostic products, from 1981 to
1990.  Dr. Burger is currently a director of Trinity Biotech PLC,
a diagnostic products developer, and Lorus Therapeutics, a cancer
therapeutics company.  Earlier in his career, he was a Professor
of Microbiology and Immunology, an Associate Professor of Surgery
and the Director of the Histocompatibility Testing Laboratory at
Oregon Health Sciences University.  He holds a B.A. degree in
Bacteriology and Immunology from the University of California at
Berkeley, and an M.S. and Ph.D. in Microbiology and Immunology
from the University of Arizona, Tucson.

                    About Paulson Capital Corp.

Paulson Capital Corp. -- http://www.paulsoninvestment.com-- is
the parent company of Paulson Investment Company, Inc.
Headquartered in Portland, OR, Paulson Investment Company, Inc.
(member FINRA/SIPC) has been a national leader in public offerings
of small and emerging growth companies with capital needs of $5
million to $45 million.  Founded by Chester "Chet" Paulson in
1970, it has managed or underwritten over 150 securities offerings
and has generated more than $1.2 billion for client companies.


PRIME GLOBAL: B F Borgers Raises Going Doubt Concern
----------------------------------------------------
Prime Global Capital Group Incorporated filed with the U.S.
Securities and Exchange Commission on Dec. 24, 2013, its annual
report on Form 10-K for the fiscal year ended Oct. 31, 2013.

B F Borgers CPA PC expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company suffered from significant operating loss and working
capital deficit of $1,887,783.  The continuation of the Company as
a going concern through October 31, 2014, is dependent upon
improving the profitability and the continuing financial support
from its stockholders.  Management believes the existing
shareholders will provide the additional cash to meet the
Company's obligations as they become due.

The Company reported a net loss of $2.09 million on $1.95 million
of net revenues in fiscal year ended Oct. 31, 2013, compared with
a net income of $1.47 million on $3.05 million of net revenues in
fiscal year ended Oct. 31, 2012.

The Company's balance sheet at Oct. 31, 2013, showed $61.74
million in total assets, $25.52 million in total liabilities, and
stockholders' equity of $36.22 million.

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

                       http://is.gd/OELEe9

Kuala Lumpur, Malaysia-based Prime Global Capital Group
Incorporated operates in the following four business segments: (i)
the provision of IT consulting, programming and website
development services; (ii) its  oilseeds business; (iii) its real
estate business and (iv) the distribution of consumer products.
The Company's software, oilseeds and real estate businesses
accounted for all of the Company's revenues for the six months
ended April 30, 2013.  The Company did not generate any revenues
from the distribution of consumer products during such period.


RURAL/METRO CORP: Implements Plan Making Noteholders Owners
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Rural/Metro Corp. on Dec. 31 implemented a bankruptcy
plan that was approved when the bankruptcy judge in Delaware
signed a confirmation order on Dec. 17, enabling unsecured
noteholders to become controlling stockholders.

According to the report, the provider of medical transportation
mostly worked out the plan before the Chapter 11 filing in August.
Confirmation became easy after a settlement brought the creditors'
committee into agreement with the plan.

Unsecured noteholders owed $312.2 million took all the new
preferred stock and 70 percent of the common stock in return for a
$135 million equity contribution through a rights offering.

                      About Rural/Metro Corp

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.  Rural/Metro was acquired in 2011 in a
leveraged buyout by Warburg Pincus LLC as part of a transaction
valued at $676.5 million.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11952) on Aug. 4, 2013, before
the U.S. Bankruptcy Court for the District of Delaware.  Debt
includes $318.5 million on a secured term loan and $109 million on
a revolving credit with Credit Suisse AG serving as agent. There
is $312.2 million owing on two issues of 10.125 percent senior
unsecured notes.

The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq.,
Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serve as the Debtors' local Delaware
counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors in the Chapter 11 case.

The Debtors have arranged $75 million of DIP financing from a
group of prepetition lenders led by Credit Suisse AG.  An interim
order has allowed the Debtors to access $40 million of the DIP
facility.

The Debtors have filed a reorganization plan largely worked out
before the Chapter 11 filing in early August.  Existing
shareholders receive nothing in the plan.

The Company's debt includes $318.5 million on a secured term loan
and $109 million on a revolving credit with Credit Suisse AG
serving as agent.  There is $312.2 million owing on two issues of
10.125 percent senior unsecured notes.

Interested parties can also contact Rural/Metro's claims agent,
Donlin, Recano & Company, Inc. directly by calling Rural/Metro's
restructuring hotline at 212-771-1128.

Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor,
LLP are serving as legal counsel, Lazard Freres & Co. L.L.C. is
serving as investment banker, and Alvarez & Marsal and FTI
Consulting, Inc. are serving as financial advisors to Rural/Metro.


PHYSIOTHERAPY HOLDINGS: Completes Seven-Week Chapter 11
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Physiotherapy Holdings Inc., a provider of outpatient
physiotherapy, implemented the prepackaged Chapter 11
reorganization plan on Dec. 31 that was approved on Dec. 23.

According to the report, the company, which filed on Nov. 11, was
in and out of bankruptcy court in seven weeks.

The plan gives noteholders all the stock in exchange for debt and
a predicted recovery of 40.3 percent. Noteholders voted for the
plan before the Chapter 11 filing.

The company has 581 outpatient clinics in 29 states. It was
acquired in May 2012 by Court Square Capital Partners LP in a
$535.1 million transaction.

                   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.


SB PARTNERS: Incurs $266,600 Net Loss in Third Quarter
------------------------------------------------------
SB Partners filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of
$266,622 on $629,145 of total revenues for the three months ended
Sept. 30, 2013, as compared with a net loss of $318,227 on
$567,187 of total revenues for the same period during the prior
year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $843,116 on $1.87 million of total revenues as
compared with a net loss of $859,902 on $1.84 million of total
revenues for the same period a year ago.

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

As of Sept. 30, 2013, the Company had $17.42 million in total
assets, $22.06 million in total liabilities and a $4.63 million
total partners' deficit.

As of Sept. 30, 2013, the Company had cash and cash equivalents of
approximately $477,000.  These balances are approximately $74,000
higher than cash and cash equivalents held on Dec. 31, 2012.  Cash
and cash equivalents increased during the nine months ended
Sept. 30, 2013, due to cash flow generated from operating
activities at Company's two wholly owned properties which was
partially used to pay interest and principal on Company's loan and
partnership expenses.

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

                       http://is.gd/LuzWhO

                        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.


SECUREALERT INC: Delays Form 10-K for Fiscal 2013
-------------------------------------------------
SecureAlert, Inc., 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 was unable to complete
adjustments to the financial statements and narritive portions of
the Form 10-K that resulted from events occurring immediately
before the filing deadline.

                          About SecureAlert

Sandy, Utah-based SecureAlert, Inc., markets and deploys offender
management programs, combining patented GPS tracking technologies,
fulltime 24/7/365 intervention-based monitoring capabilities and
case management services.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended Sept. 30, 2012, citing
losses, negative cash flows from operating activities, notes
payable in default and an accumulated deficit, which conditions
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at June 30, 2013, showed
$27.63 million in total assets, $9.73 million in total
liabilities, and $17.90 million in total equity.


SIMPLY WHEELZ: Court Approves Sale of Assets to Catalyst Group
--------------------------------------------------------------
Franchise Services of North America Inc. on Jan. 6 disclosed that
the U.S. Bankruptcy Court for the Southern District of Mississippi
has declared that The Catalyst Group, Inc. (on behalf of one or
more funds managed by it) is the prevailing purchaser in the
auction of certain of the assets of the Company's wholly-owned
subsidiary, Simply Wheelz LLC, which does business as Advantage
Rent A Car, and has approved the sale of the Advantage assets to
Catalyst free of all liens and other encumbrances.  The auction
was conducted in accordance with bidding procedures approved by
the Bankruptcy Court as part of the Simply Wheelz insolvency
proceedings.  Sixt SE has been declared the back-up bidder under
the Bid Procedures in the event that Simply Wheelz is not able to
complete the sale transaction with Catalyst within the specified
period of time.

Simply Wheelz hopes to complete its sale to Catalyst in the first
quarter of 2014.  However, the Company cautions that there are a
number of procedural matters and arrangements with third parties
that will need to be completed before such sale can be
consummated.  Simply Wheelz filed for U.S. federal bankruptcy
protection on November 6, 2013.

The Company also announces that Robert M. Barton has ceased to
serve as President and Chief Operating Officer of the Company.
Mr. Barton's responsibilities as the Company's President and Chief
Operating Officer have been temporarily assumed by Thomas P.
McDonnell, III, the Company's Chief Executive Officer and
Chairman.

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Advantage Rent A Car got formal approval from the
bankruptcy court on Jan. 2 to sell its business to Catalyst
Capital Group Inc. in exchange for the $46 million loan financing
the Chapter 11 reorganization.

According to the report, the company, formally named Simply Wheelz
LLC and based in Ridgeland, Mississippi, got bankruptcy court
approval on Dec. 19 of a settlement with Hertz Global Holdings
Inc. to assure continuing use of vehicles acquired when Franchise
Services of North America NA bought the business and 24,000
vehicles early last year from Hertz.

Catalyst won the auction for Advantage by increasing the Chapter
11 financing. In addition, Toronto-based Catalyst agreed to
overlook a default on the bankruptcy loan.

Hertz agreed to divest Advantage to obtain antitrust clearance for
its takeover of Dollar Thrifty.

                        About Simply Wheelz

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.


SIMPLY WHEELZ: Wants to Incur $100MM Credit From HFC Acceptance
---------------------------------------------------------------
Simply Wheelz LLC asks the U.S. Bankruptcy Court for the Southern
District of Mississippi for authorization to obtain postpetition
lease and credit facility of up to $50,000,000 on an interim
basis; and up to $100,000,000 on the final basis, from HFC
Acceptance, LLC.

The Debtor will use the loan to fund continued business
operations.

The loan will bear interest at 7% per annum.  The loan will mature
five years from the effective date of the DIP Documents or the
date on which HFC terminates the DIP Facility as a result of the
occurrence and during the continuance of an event of default.

                    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
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.

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


SIONIX CORP: Delays Form 10-K for Fiscal 2013
---------------------------------------------
Sionix Corporation 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 has experienced a delay in completing
the information necessary for including in its Annual Report, in
particular its financial statements, for the year ended Sept. 30,
2013.  The Company expects to file the Annual Report within 15
days of the prescribed due date.

                         About Sionix Corp.

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.

Sionix incurred a net loss of $5.76 million for the year ended
Sept. 30, 2012, compared with a net loss of $6.30 million during
the prior year.  The Company's balance sheet at June 30, 2013,
showed $1.04 million in total assets, $7.62 million in total
liabilities and a $6.58 million total stockholders' deficit.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred cumulative losses of
$37,560,000.  In addition, the company has had negative cash flow
from operations for the years ended Sept. 30, 2012, of $2,568,383.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


SOUTHERN MONTANA ELECTRIC: Settlement Talks Already Planned
-----------------------------------------------------------
The Associated Press reported Jan. 4 that settlement talks are
planned next week in a dispute over the future of a bankrupt
Montana power cooperative.

Members of the Southern Montana Electric Generation and
Transmission Cooperative are seeking to liquidate its assets and
break up the co-op, according to The Associated Press.

But creditors who loaned the co-op money for a failed power plant
project want it to stay intact so they can be repaid, the report
notes.  The Associated Press relates that co-op board members were
meeting Friday to discuss the liquidation plan ahead of next
week's negotiations in Billings.

Creditors including Prudential Insurance have proposed
reorganizing Southern to recoup an $85 million loan used to build
the Highwood power plant near Great Falls, the report discloses.

The creditors' plan would mean higher electricity rates for more
than 10,000 customers served by Southern's four member co-ops in
central and eastern Montana, the report notes.


SPENDSMART PAYMENTS: Incurs $12.6 Million Net Loss in Fiscal 2013
-----------------------------------------------------------------
The Spendsmart Payments Company filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss and comprehensive loss of $12.58 million on $1.02 million
of revenues for the year ended Sept. 30, 2013, as compared with a
net loss and comprehensive loss of $21.09 million on $1 million of
revenues during the prior year.

As of Sept. 30, 2013, the Company had $1.27 million in total
assets, $1.39 million in total liabilities, all current, and a
$123,174 total stockholders' deficit.

EisnerAmper LLP, in Iselin, New Jersey, 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 incurred net losses since inception and has an
accumulated deficit at Sept. 30, 2013.  These factors among others
raise substantial doubt about the ability of the Company to
continue as a going concern.

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

                         http://is.gd/PK03Ta

                           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."


STACY'S INC: Hearing on Cash Collateral Use Set for Jan. 23
-----------------------------------------------------------
The Hon. David R. Duncan of the U.S. Bankruptcy Court for the
District of South Carolina has set for Jan. 23, 2014, at
2:00 p.m., the hearing on Stacy's Inc.'s use of cash collateral.

The Debtor is authorized to release $50,000 to SSG Capital, LLC,
from the cash collateral funds upon approval of SSG's fee
application, but this does not constitute, and may not be
construed to constitute, consent to the payment of any other
amounts not provided for in the court order.  A distribution of
$430,000 of the sales proceeds will be made to Bank of the West.

The parties have partially resolved the cash collateral motion,
and have agreed to continue the hearing on the remainder of the
cash collateral motion.

As reported by the Troubled Company Reporter on Dec. 17, 2013,
BOTW objected to the Debtor's motion to use cash collateral.  BOTW
said that, in connection with the negotiation of a consent sale
order regarding the sale of substantially all of the Debtor's
assets, BOTW agreed to a carve out of $1,400,000 from the sale
proceeds, with $950,000 to be reserved for the payment of allowed
administrative expense claims and $450,000 to be reserved for
payment of allowed general unsecured claims.
BOTW said that the Court must require that all administrative
expenses in excess of the Sept. 5, 2013 budget be paid from the
Admin Carve-Out, and that the remaining balance of the cash
collateral operating account and the $600,000 "cushion" held in
the trust account of the Debtor's counsel be paid to BOTW
immediately.

In a filing dated Dec. 19, 2013, the Debtor said that it has been
able to obtain further information about the specific cash
collateral needed and the use of the cash collateral.  According
to the Debtor, the sale order does not alter the treatment of cash
collateral or even comment on the subject but provides for an
allocation of the sales proceeds.

                        About Stacy's Inc.

Stacy's Inc., a commercial greenhouse in York, South
Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C.
Case No. 13-03600) in Spartanburg, South Carolina, with a deal to
sell the business for $17 million to Metrolina Greenhouses, absent
higher and better offers.

Stacy's -- http://www.stacysgreenhouses.com/-- has 16 acres of
greenhouses on three farms aggregating 260 acres in York, South
Carolina.  The business employs 1,000 people during its peak
season.  The biggest customers include Home Depot, Lowe's, Wal-
Mart, Tractor Supply Company, Costco, and Harris Teeter.  The
secured lender is Bank of the West, owed $22.1 million secured by
liens on the assets.

The Debtor disclosed $26.4 million in total assets and $31.4
million in liabilities in its schedules.  The secured lender is
Bank of the West, owed $22.1 million secured by liens on the
assets.

The Debtor has tapped Barton Law Firm, P.A, as bankruptcy counsel;
Ouzts, Ouzts & Varn, P.A., as its financial advisor; SSG Advisors,
LLC, as its investment banker; and Faulkner and Thompson, P.A., to
provide limited accounting services.


SURTRONICS INC: Court Fixes Jan. 21 as General Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina established Jan. 21, 2014, as the deadline for any
individual or entity to file a proof of claim against Surtronics,
Inc.

Governmental units have until March 8 to file proofs of claim.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.  Carr
Riggs & Ingram PLLC, serves as its accountants.

In its schedules, the Debtor disclosed $16,300,878 in total assets
and $3,507,088 in total liabilities.

The Bankruptcy Administrator has been unable to organize and
recommend to the Bankruptcy Court the appointment of a committee
of creditors holding unsecured claims against Surtronics Inc.


TELECONNECT INC: Incurs $3.5 Million Net Loss in Fiscal 2013
------------------------------------------------------------
Teleconnect Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$3.47 million on $355,680 of sales for the year ended Sept. 30,
2013, as compared with a net loss of $3.87 million on $143,910 of
sales during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $5.38
million in total assets, $2.48 million in total liabilities, all
current, and $2.90 million in total stockholders' equity.

Coulter & Justus, P.C., in Knoxville, Tennessee, 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 suffered recurring losses from operations and
has a net capital deficiency in addition to a working capital
deficiency, which raise substantial doubt about its ability to
continue as a going concern.

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

                         http://is.gd/yENPwP

                          About Teleconnect

Teleconnect Inc., headquartered in Breda, The Netherlands, was
incorporated under the laws of the State of Florida on Nov. 23,
1998.

With its ownership in Hollandsche Exploitatie Maatschappij BV
(HEM), a Dutch entity established in 2007, the Company's main
activities are the manufacturing, sales and lease of age
validation equipment and the performance of age validation.  The
Company also sells and maintains vending solutions (through
Mediawizz, The Netherlands), is involved in the broadcasting of
in-store commercial messages using the age validation equipment
between age checks (through HEM), and plans to develop market
survey activities in the future (through Giga Matrix, The
Netherlands).


TWN INVESTMENTS: Gets Case Converted to Chapter 7 Proceeding
------------------------------------------------------------
Judge Stephen L. Johnson, for reasons stated at the hearing,
granted the conversion of TWN Investment Group, LLC's Chapter 11
case to a case under Chapter 7 of the Bankruptcy Code, effective
immediately.

Within 15 days from the effective date of conversion, the Debtor
is required to file a schedule of unpaid debts incurred after the
commencement of the Chapter 11 case.

Also, within 30 days from the effective date of conversion, the
Debtor is directed to file and transmit to the U.S. Trustee a
final report and account.

The Case Conversion Motion was originally filed by the U.S.
Trustee for Region 7, Tracy Hope Davis, on the grounds that the
Court has granted relief from stay to the Debtor's secured
creditor, East West bank, and the Debtor's real property will
likely be foreclosed.  The Bankruptcy Court entered its order on
Dec. 9.

John S. Wesolowski, Esq. -- john.wesolowski@usdoj.gov -- appeared
at hearing for the U.S. Trustee.  Edwina E. Dowell, Esq., also
represent the U.S. Trustee.

Charles B. Greene appeared at the hearing for the Debtor.

                  About TWN Investment Group

TWN Investment Group, LLC, filed a Chapter 11 petition in its
home-town in San, Jose California (Bankr. N.D. Calif. Case No.
13-50821) on Feb. 13, 2013.  The Company disclosed assets of $58.2
million and liabilities of $53.4 million in its schedules.

The Company owns partially developed real estate located at 909-
9999 Story Road, in San Jose.  The property is the company's sole
assets and secures a $48.1 million debt to East West Bank.

The Debtor is represented by Charles B. Greene, Esq., at the Law
Offices of Charles B. Greene, in San Jose.

Rene Lastreto II, Esq., at Lang Richert & Patch, represents the
Committee.


UNITED AMERICAN: Reports $343-K Net Loss for Q3 Ended Sept. 30
--------------------------------------------------------------
United American Healthcare Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $343,000 on $1.82 million of
contract manufacturing revenue for the three months ended Sept.
30, 2013, compared to a net income of $83,000 on $1.91 million of
contract manufacturing revenue for the same period in the prior
year.

The Company's balance sheet at Sept. 30, 2013, showed
$15.38 million in total assets, $12.68 million in total
liabilities, and stockholders' equity of $2.7 million.

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

                       http://is.gd/YHFpPN

                      About United American

Chicago-based United American Healthcare, through its wholly owned
subsidiary Pulse Systems, LLC, provides contract manufacturing
services to the medical device industry, with a focus on precision
laser-cutting capabilities and the processing of thin-wall tubular
metal components, sub-assemblies and implants, primarily in the
cardiovascular market.

United American reported net income of $537,000 on $8.48 million
of contract manufacturing revenue for the year ended June 30,
2013, as compared with a net loss of $1.86 million on $6.83
million of contract manufacturing revenue for the year ended June
30, 2012.

The Company's balance sheet at June 30, 2013, showed $15.82
million in total assets, $12.77 million in total liabilities and
$3.04 million in total shareholders' equity.

Bravos & Associates, CPA's, in Bloomingdale, Illinois, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company had a working capital deficiency
of $8.4 million.  The Company's liabilities and working capital
raise substantial doubt about its ability to continue as a going
concern.


UNIVERSITY GENERAL: Amends Certificate of Designation
-----------------------------------------------------
University General Health System, Inc., previously entered into a
Securities Purchase Agreement, dated as of April 30, 2012, with
institutional investors for the private issuance and sale by the
Company to the Purchasers of (i) an aggregate of 7,616 shares of
the Company's Series C Variable Rate Convertible Preferred Stock
and (ii) warrants to purchase a number of shares of the Company's
Common Stock equal to 100 percent of the shares of Common Stock
underlying the Preferred Shares issued to the Purchasers pursuant
to the Securities Purchase Agreement.

On Dec. 26, 2013, the Company executed and filed an amendment to
the Certificate of Designation of Preferences, Rights and
Limitations of the Preferred Stock.  Pursuant to the Amendment,
the Company eliminated the adjustment to the conversion price
based on the Company's net income for the 2012 fiscal year by
amending and modifying Section 7(f) of the Certificate of
Designation.  Each of the holders of the Preferred Stock has
consented to the Amendment.

On Dec. 27, 2012, the Company and each holder of the Warrants
entered into a Third Amendment to Warrants.  Pursuant to the Third
Amendment, the Company eliminated the adjustment to the exercise
price based on the Company's net income for the 2012 fiscal year
by amending and modifying Section 3(f) of the Warrants.

A copy of the Amendment to Certificate of Designation is available
for free at http://is.gd/fr1AyX

A copy of the Third Amendment to Warrant is available for free at:

                       http://is.gd/u73JaO

                      About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

University General incurred a net loss attributable to common
shareholders of $3.97 million on $113.22 million of total revenues
for the year ended Dec. 31, 2012, as compared with a net loss
attributable to common shareholders of $2.57 million on $71.17
million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $174.84
million in total assets, $161.55 million in total liabilities,
$2.56 million in series C, convertible preferred stock, and $10.71
million in total equity.

Moss, Krusick & Associates, LLC, in Winter Park, 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 negative working capital and
relative low levels of cash and cash equivalents.  These
conditions raise substantial doubt about its ability to continue
as a going concern.


UPPER VALLEY COMMERCIAL: Files for Chapter 11 to Wind Down Biz
--------------------------------------------------------------
Upper Valley Commercial Corporation, which runs a lending business
in the Upper Connecticut Valley of New Hampshire, filed a Chapter
11 petition (Bankr. D. N.H. Case No. 13-13110) in Manchester, New
Hampshire, on Dec. 31, 2013.

The Debtor said it has recently discovered that some of its
investment and lending activities lacked proper licensing by the
State of New Hampshire.  Although the Debtor believes it can repay
all of its creditors over time, the Debtor lacks sufficient
liquidity to immediately unwind its activities and repay its
creditors in full.  Therefore, as part of an agreement with the
New Hampshire Banking Department, the Debtor plans to wind down
its operations through a plan of liquidation.

The primary business of the Debtor has been to lend to retail and
wholesale propane companies, including Patten's Gas, but it also
lends to other commercial businesses and individuals.  To finance
its lending, the Debtor borrowed from businesses and individuals
by issuing un-certificated demand promissory notes and
certificated term promissory notes.

Under its chapter 11 plan of liquidation, the Debtor will no
longer borrow or accept investments from outsiders except to draw
on its line of credit with Woodsville Guaranty Savings Bank and
Patten's Gas.

The Debtor is paying its monthly loan obligations in the ordinary
course and collecting on the loans owed to it.  The Debtor is no
longer accepting outside loans or investments and will use
proceeds received during the life of the chapter 11 plan to pay
overhead, pay interest to its prepetition lenders, and wind down
its operations.

According to the docket, the Chapter 11 plan and explanatory
disclosure statement are due April 30, 2014.

The Debtor has quickly filed motions to use cash collateral and
borrow $300,000.

The Debtor said that because its assets exceed its liabilities,
the Debtor will propose a plan that pays its debts in full.

                 $12.4 Million in Total Assets

In its schedules, the Debtor disclosed total assets of $12.4
million, comprised of $220,000 in real property and $12.2 million
in personal property.  Liabilities total $11.58 million.  Secured
creditor Woodsville Guaranty Savings Bank is owed $1.08 million,
and unsecured creditors holding nonpriority claims are owed a
total of $10.5 million.

According to the statement of financial affairs, operating income
was $807,000 in 2012 and $798,000 in 2013.

The Debtor is represented by attorneys at The Tamposi Law Group,
in Nashua, New Hampshire.

Pursuant to 11 U.S.C. Sec. 341(a), the United States Trustee has
scheduled the meeting of creditors to take place on Feb. 6, 2014,
at 1:00 p.m.

Notices of appearance and requests for notice have been filed by
the State of New Hampshire, the U.S. Trustee, and Woodsville
Guaranty Savings Bank.


UPPER VALLEY COMMERCIAL: Proposes to Use Cash Collateral
--------------------------------------------------------
Upper Valley Commercial Corporation asks the bankruptcy court for
approval for the limited use of cash collateral for a period of 13
weeks to pay the costs and expenses incurred by the Debtor in the
ordinary course of business during the period between Jan. 4, 2014
and April 4, 2014.

The Debtor said its secured creditor, Woodsville Guaranty Savings
Bank, assents to the use of cash collateral.  Woodsville is owed
$1.15 million on a revolving line of credit with a limit of
$2 million, which appears to be secured by all of the assets of
the Debtor.

The Debtor believes that Woodsville will be protected by the
significant cash collateral "equity cushion" that presently
exists, to wit: $12.2 million in accounts receivable securing debt
of approximately $1.14 million.  Nevertheless, as additional
adequate protection, the Debtor will grant Woodsville replacement
liens and security interests in all postpetition property of the
estate.

The Debtor believes its limited use of cash collateral will permit
it to maintain essential business operations in order to collect
on loans, pay down its own obligations, and wrap up operations
over a period of approximately 60 months.

The Debtor says it does not have enough liquidity to pay all of
its debts in full immediately.  It needs time to collect on its
outstanding loans in due course using the funds to pay down its
debt over the wind-down period.

Prepetition, the Debtor borrowed from businesses and individuals
to finance its lending by issuing un-certificated demand
promissory notes and certificated term promissory notes.  During
the 13-week period postpetition, the Debtor expects to spend
$25,132 as regular interest payments to its unsecured pre-petition
lenders.  Some of these entities are retirees who rely on the
regular payments for support.

With an organized wind down through its proposed liquidating plan,
the Debtor expects to collect its receivables successfully and pay
its debts in full without causing an undue hardship on its
prepetition lenders and customers.

             About Upper Valley Commercial Corporation

Upper Valley Commercial Corporation, which runs a lending business
in the Upper Connecticut Valley of New Hampshire, filed a Chapter
11 petition (Bankr. D. N.H. Case No. 13-13110) in Manchester, New
Hampshire, on Dec. 31, 2013.

Upper Valley Commercial Corporation said it is liquidating its
assets after discovering that some of its investment and lending
activities lacked proper licensing by the State of New Hampshire.
The Debtor will file a liquidating plan as part of an agreement
with the New Hampshire Banking Department.

In its schedules, the Debtor disclosed total assets of $12.4
million and total liabilities of $11.58 million.

The Debtor is represented by attorneys at The Tamposi Law Group,
led by Peter N. Tamposi, Esq., in Nashua, New Hampshire.


UPPER VALLEY COMMERCIAL: Seeks to Continue Funding From Woodsville
------------------------------------------------------------------
Upper Valley Commercial Corporation asks for authority from the
bankruptcy court to obtain DIP financing from existing secured
creditor Woodsville Guaranty Savings Bank.

While the amount of the DIP financing was not stated in the
motion, the docket indicates that the Debtor is seeking approval
to borrow $300,000.

Woodsville is already owed $1.15 million on a revolving line of
credit with a limit of $2 million which appears to be secured by
all of the assets of the Debtor.

Prepetition, the Debtor routinely lent operating funds to Park J.
Patten, Inc., d/b/a Patten's Gas, a wholesale and retail gas
supplier.  PG is an affiliated non-debtor entity owned by Alvin
Fadden and David Patten.  The financing by the Debtor helps PG
manage its liquidity during the first quarter of the year; the
funds are typically used to purchase propane, which is in turn
sold to its customers.  PG has guaranteed the Debtor's loan to
Woodsville and has pledged real property worth approximately
$1,900,000 in support of that guaranty.

The Debtor wishes to continue the PG Loan during the heating
season and Woodsville assents to same, provided that:

  (a) In no event will the Debtor increase its line of credit with
Woodsville above the present cap of $2,000,000;

  (b) No proposed postpetition draws on the line of credit will be
permitted without the prior consent of Woodsville, which consent
will not be unreasonably withheld;

  (c) Nothing herein will require Woodsville to permit further
post-petition drawings on the line of credit;

  (d) Woodsville will retain, without modification, all of its
pre-petition rights under the applicable loan and collateral
documents;

  (e) Woodsville may, in its sole discretion, freeze the line of
credit and preclude further drawings or extensions of credit in
the event that the Debtor, or any related individual or entity,
fails to comply with the material provision of any loan and
collateral documents, or otherwise fails to comply with its
obligations under any cash collateral orders entered in this case;
and

  (f) The Debtor will repay in full such amounts to Woodsville as
they are repaid by PG or through any refinancing that may be
approved by the Court.

The Debtor seeks authority to: (1) draw on its existing line of
credit with Woodsville in a revolving manner up to the maximum of
$2 million; and (2) grant Woodsville a postpetition lien on all of
its assets.

Pending final hearing on the DIP Loan, the Debtor anticipates
needing to draw against the secured loan to cover the loan it
needs to extend to PG.  These funds must be advanced immediately
in order to allow PG to purchase the necessary gas for its
customers.  The Debtor and PG have insufficient cash to make such
purchases without drawing on the secured loan as it has done in
past years in the ordinary course of its business

The Debtor's counsel, Peter N. Tamposi, Esq., at The Tamposi Law
Group, P.C., avers that if the Debtor is not allowed to continue
lending on the PG Loan, the customers of PG and the upper valley
community in general will suffer adverse consequences.

According to Mr. Tamposi, without the PG Loan continuing, PG will
no longer be able to supply its customers with propane.  PG
presently supplies propane, either directly or through eleven
wholesale suppliers, to between 15,000 and 20,000 homes.  PG also
supplies three manufacturing facilities and one ski area with gas.

             About Upper Valley Commercial Corporation

Upper Valley Commercial Corporation, which runs a lending business
in the Upper Connecticut Valley of New Hampshire, filed a Chapter
11 petition (Bankr. D. N.H. Case No. 13-13110) in Manchester, New
Hampshire, on Dec. 31, 2013.

Upper Valley Commercial Corporation said it is liquidating its
assets after discovering that some of its investment and lending
activities lacked proper licensing by the State of New Hampshire.
The Debtor will file a liquidating plan as part of an agreement
with the New Hampshire Banking Department.

In its schedules, the Debtor disclosed total assets of $12.4
million and total liabilities of $11.58 million.

The Debtor is represented by attorneys at The Tamposi Law Group,
led by Peter N. Tamposi, Esq., in Nashua, New Hampshire.


UPPER VALLEY COMMERCIAL: Section 341(a) Meeting Set on Feb. 6
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Upper Valley
Commercial Corporation will be held on Feb. 6, 2014, at 1:00 p.m.
at Room 702, Seventh Floor, 1000 Elm Street, Manchester, NH.

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

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

Upper Valley Commercial Corporation filed a Chapter 11 bankruptcy
petition (Bankr. D.N.H. Case No. 13-13110) on Dec. 31, 2013.
The petition was signed by David Patten as president.  In its
petition, the Debtor disclosed total assets of $12.40 million and
total debts of $11.58 million.  The Tamposi Law Group, P.C.,
serves as the Debtor's counsel.  McLane, Graf, Raulerson &
Middleton, PA, is the Debtor's special securities and banking
counsel.


VELTI INC: Blackstone's GSO Completes Acquisition
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Velti Inc., a provider of marketing and advertising
services for mobile devices, completed the sale of its business to
a Blackstone Group LP affiliate on Jan. 3.

According to the report, Velti filed for Chapter 11 protection on
Nov. 4 in Delaware. The bankruptcy judge approved the sale on Dec.
20 to Blackstone's GSO Capital Partners LP. The contract was
negotiated before bankruptcy.

GSO acquired the business in exchange for debt, the assumption of
specified debt, and $1.25 million in cash for curing payment
defaults on contracts going along with the sale.

GSO purchased the $56.4 million secured credit on Nov. 1 from HSBC
Bank NA, the lenders' agent.

Velti, with headquarters in San Francisco and Atlanta, listed
assets for less than $50 million. It has $6.2 million in unsecured
debt, according to a court filing. The company said the "vast
majority" will be paid in full.

                       About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No.
13-12878) on Nov. 4, 2013.

Velti Inc., a San Francisco-based unit of Velti Plc, listed assets
of as much $50 million and debt of as much as $100 million.  Its
Air2Web Inc. unit, based in Atlanta, also sought creditor
protection.

The parent, Dublin, Ireland-based Velti Plc, which trades on the
Nasdaq Stock Market, isn't part of the bankruptcy process.
Operations in the U.K., Greece, India, China, Brazil, Russia, the
United Arab Emirates and elsewhere outside the U.S. didn't seek
protection and business there will continue as usual.

The Debtors are represented by attorneys Stuart M. Brown, Esq., at
DLA Piper LLP (US), in Wilmington, Delaware; and Richard A.
Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq., at
DLA Piper LLP (US), in Chicago, Illinois.  The Debtors have also
tapped Jefferies LLC as investment banker, Sitrick Brincko Group
LLC, as corporate communications consultants, and BMC Group, Inc.,
as claims and noticing agent.

U.S. Bank, National Association, as administrative agent for GSO
Credit-A Partners, LP, GSO Palmetto Opportunistic Investment
Partners LP and GSO Coastline Partners LP, extended $25 million of
postpetition financing to the Debtors.  The DIP Lenders, which are
also the Prepetition Lenders, are represented by Sandy Qusba,
Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett LLP,
in New York.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.  The Committee has tapped McGuireWoods LLP as
lead counsel and Morris, Nichols, Arsht & Tunnell LLP as Delaware
co-counsel.  Asgaard Capital LLC serves as financial advisor to
the Committee.  Capstone Advisory Group LLC serves as consultant.


VELTI INC: Files Schedules of Assets and Liabilities
----------------------------------------------------
Velti Inc., filed with the U.S. Bankruptcy Court for the District
of Delaware its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $94,993,551
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $56,404,014
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $845,564
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $117,839,870
                                 -----------      -----------
        TOTAL                    $94,993,551     $175,089,448

Air2Web, Inc., also filed its schedules disclosing $10,299,330 in
assets and $58,124,992 in liabilities as of the Chapter 11 filing.

A copy of the schedules is available for free at

     http://bankrupt.com/misc/VELTIINCsal.pdf
     http://bankrupt.com/misc/VELTIINCsal2.pdf

                       About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No.
13-12878) on Nov. 4, 2013.

Velti Inc., a San Francisco-based unit of Velti Plc, listed assets
of as much $50 million and debt of as much as $100 million.  Its
Air2Web Inc. unit, based in Atlanta, also sought creditor
protection.

The parent, Dublin, Ireland-based Velti Plc, which trades on the
Nasdaq Stock Market, isn't part of the bankruptcy process.
Operations in the U.K., Greece, India, China, Brazil, Russia, the
United Arab Emirates and elsewhere outside the U.S. didn't seek
protection and business there will continue as usual.

The Debtors are represented by attorneys Stuart M. Brown, Esq., at
DLA Piper LLP (US), in Wilmington, Delaware; and Richard A.
Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq., at
DLA Piper LLP (US), in Chicago, Illinois.  The Debtors have also
tapped Jefferies LLC as investment banker, Sitrick Brincko Group
LLC, as corporate communications consultants, and BMC Group, Inc.,
as claims and noticing agent.

U.S. Bank, National Association, as administrative agent for GSO
Credit-A Partners, LP, GSO Palmetto Opportunistic Investment
Partners LP and GSO Coastline Partners LP, extended $25 million of
postpetition financing to the Debtors.  The DIP Lenders, which are
also the Prepetition Lenders, are represented by Sandy Qusba,
Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett LLP,
in New York.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.  The Committee has tapped McGuireWoods LLP as
lead counsel and Morris, Nichols, Arsht & Tunnell LLP as Delaware
co-counsel.  Asgaard Capital LLC serves as financial advisor to
the Committee.  Capstone Advisory Group LLC serves as consultant.


VERITY CORP: Delays Form 10-K for Fiscal 2013
---------------------------------------------
Verity Corp 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 compilation, dissemination and review of the
information required to be presented in the Form 10-K for the
relevant fiscal year end has imposed time constraints that have
rendered timely filing of the Form 10-K impracticable without
undue hardship and expense to the Company.  The Company undertakes
the responsibility to file that Annual Report no later than 15
days after its original due date.

                          About Verity

Sioux Falls, South Dakota-based Verity Corp., formerly AquaLiv
Technologies, Inc., is the parent of Verity Farms II, Inc.,
Aistiva Corporation (formerly AquaLiv, Inc.).  Verity Farms II is
dedicated to providing consumers with safe, high-quality and
nutritious food sources through sustainable crop and livestock
production.  Aistiva's technology alters the behavior of
organisms, including plants and humans, without chemical
interaction.  Aistiva's platform technology influences biological
processes naturally and without chemical interaction.  To date,
Aistiva has released products in the industries of water
treatment, skincare, and agriculture.

Bongiovanni & Associates, C.P.A.'s, in Cornelius, North Carolina,
expressed substantial doubt about AquaLiv's ability to continue as
a going concern following their audit of the Company's financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred recurring losses from
operations, has a liquidity problem, and requires funds for its
operational activities.

The Company's balance sheet at June 30, 2013, showed $4.69 million
in total assets, $7.06 million in total liabilities and a
$2.36 million total stockholders' deficit.


VERTIS HOLDINGS: To Sell Ontario Property for $1.25 Million
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vertis Inc., the advertising and marketing company
that sold most of its assets last year, will sell a facility in
Stevensville, Ontario, for $1.25 million barring a higher offer at
a Feb. 4 auction.

According to the report, the Baltimore-based company sold most of
the assets a year ago this month to Quad/Graphics Inc. for a net
purchase price of about $170 million, the buyer said. Quad didn't
buy the Stevensville facility.

Vertis signed a buyer to a $1.25 million contract for the Ontario
property and last week the bankruptcy court in Delaware approved
auction procedures. Competing bids are due Jan. 30. The Feb. 4
auction will be followed by a sale-approval hearing on Feb. 11.

The sale to Quad created a $20 million fund to wind down the
remainder of the bankruptcy. About $10 million was left in
November, according to a court filing.

                        About Vertis Holdings

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No. 08-
11460) on July 15, 2008, to complete a merger with American Color
Graphics.  ACG also commenced separate bankruptcy proceedings.  In
August 2008, Vertis emerged from bankruptcy, completing the
merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-
16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on Dec.
16, 2010, and Vertis consummated the plan on Dec. 21.  The plan
reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

On Jan. 16, 2013, Quad/Graphics completed the acquisition of
Vertis Holdings for a net purchase price of $170 million.  This
assumes the purchase price of $267 million less the payment of $97
million for current assets that are in excess of normalized
working capital requirements.


VIGGLE INC: Trinity TVL Held 5.2% Equity Stake at December 16
-------------------------------------------------------------
Trinity TVL VIII, 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 6,080,426 shares of
common stock of Viggle Inc. representing 5.2 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                         http://is.gd/66HJtn

                            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.


VISUALANT INC: Delays Annual Report for Fiscal 2013
---------------------------------------------------
Visualant, Incorporated, 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.  A delay in receiving financial information,
questions regarding the accounting treatment of certain financial
items, and the inability of the Company to incorporate that
information into the Form 10-K without unreasonable effort and
expense, has caused the inability to file the Annual Report
timely.

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
for the same period during the prior year.  The Company's balance
sheet at June 30, 2013, showed $5.59 million in total assets,
$7.32 million in total liabilities, $46,609 in noncontrolling
interest and a $1.78 million total stockholders' deficit.

PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


WATERSIDE CAPITAL: To Contest SBA Receivership Suit
---------------------------------------------------
Waterside Capital Corporation, a Small Business Investment
Company, is a party to a Loan Agreement with the U.S. Small
Business Administration.  Under the terms of the Loan Agreement,
the Company's then existing debentures were repurchased effective
September 1, 2010 by the SBA and a new debt instrument was put
into place. The Company's debt to the SBA matured March 31, 2013.

As disclosed in the Company's Form 8-K filed with the U.S.
Securities and Exchange Commission on Nov. 29, 2013, the Company
learned on Nov. 28, 2013 that the SBA had filed a complaint in the
U.S. District Court for the Eastern District of Virginia on
Nov. 20, 2013 seeking, among other things, receivership for the
Company and a judgment in the amount outstanding under the Loan
Agreement plus continuing interest.

In the Form 8-K, the Company stated that it did not intend to
contest the actions of the SBA.  The Board of Directors of the
Company has now further studied the Complaint.  Moreover, as a
result of discussions with the SBA, a review of the Company's
actions since 2010, and additional substantive discussions with
its advisors, the Company has re-evaluated its initial position.
As a result, the Company will take steps to contest the Complaint.
There can be no assurance that the Company will be successful in
contesting the Complaint or otherwise impacting the timing,
circumstances or consequences of the SBA's request that it be
named permanent receiver of the Company for the purpose of
liquidating all of the Company's assets and satisfying the claims
of its creditors.

                      About Waterside Capital

Waterside Capital Corporation -- http://www.watersidecapital.com/
-- is a Small Business Investment Company (SBIC) headquartered in
Virginia Beach, Virginia with a portfolio of approximately $11.8
million of loans and investments in 9 companies located primarily
in the Mid-Atlantic region.  Waterside Capital's individual
investments range from $500,000 to over $3 million.


WESTMORELAND COAL: To Buy Sherritt's Coal Operations for $435MM
---------------------------------------------------------------
Westmoreland Coal Company 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 percent
interest in an activated carbon plant and a Char production
facility.

"This is an historic event for Westmoreland.  The acquisition of
Sherritt's coal operations represents a transformational
opportunity to acquire seven producing coal mines, which are
highly complementary to our existing operations and expertise,"
said Keith E. Alessi, Westmoreland's executive chairman.  "This
acquisition will more than double our business.  It greatly
diversifies our customer base and expands our operations into
Western Canada, widely considered to be one of the most attractive
mining jurisdictions globally.  The combined business will be the
sixth largest North American coal producer, as measured by 2012
production.  Additionally, the activated carbon and Char
activities, although small in proportion to the coal business,
represent value-added product streams and provide an expansion in
the industrial environmental market and entrance into the consumer
market.  We hope to expand these relationships."

"We look forward to welcoming the Prairie and Mountain workforces
into our family," continued Alessi.  "From our diligence, we know
they share our corporate values of safety, environmental
stewardship and superior production.  Westmoreland has an
outstanding record of working cooperatively with our represented
workforces and we anticipate similar relationships with the
Sherritt represented workforces.  Additionally, we look forward to
partnering with our new power generation customers in Western
Canada to provide low cost electricity to the region.  We also
look forward to working with all of our other customers and joint
venture partners.  We anticipate forging strong relationships with
the various provinces, communities and with the First Nations.  We
appreciate the positive relationship we have had with Sherritt
management and advisors throughout this process and look forward
to working with them through this transition."

Robert P. King, Westmoreland's president and chief executive
officer also noted, "This acquisition significantly enhances our
asset portfolio and positions Westmoreland as the leading mine
mouth coal producer in North America.  Furthermore, the Mountain
operations and associated port capacity adds attractive
optionality to our business model allowing us to deliver premium
thermal coal into high growth Asian markets."

The Prairie operations consist of six operating surface mines
located within the Canadian provinces of Alberta and Saskatchewan
and control of the mining rights to approximately 654 million tons
of coal as of Dec. 31, 2012.  In 2012, the Prairie operations
being acquired delivered approximately 22 million tons of low-
sulfur thermal coal to domestic utilities.  The Mountain
operations consist of one operating surface mine, located in
Alberta, that produced approximately 4.0 million tons of low-
sulfur, thermal coal in 2012, primarily for the export market, and
one surface mine currently in reclamation.  The Mountain
operations hold an aggregate reserve of approximately 22 million
tons of coal as of Dec. 31, 2012.

The transaction also includes a Char production facility which
sells to barbeque briquette producers and a 50 percent partnership
interest in an Activated Carbon plant with Cabot Corporation.  The
Char plant produced 130,000 tons of Char in 2012 and the Activated
Carbon plant produced 14,500 tons of activated carbon in 2012.

For the last twelve months ended Sept. 30, 2013, Sherritt's
estimated U.S. GAAP Prairie and Mountain operations revenue were
$736 million USD.

Investment Highlights

The acquisition of Sherritt's coal operations will significantly
increase Westmoreland's scale, provide a platform for future
growth and enhance Westmoreland's asset portfolio.

   * Annual production of approximately 27 million tons doubles
     the production of the Company.
   * A combined reserve base over Prairie and Mountain operations
     of over 675 million tons provides long term sustainability
     and security of supply for customers.
   * The Prairie mines provide fairly predictable cash flows which
     are consistent with Westmoreland's existing business model.
   * The Mountain operations provide an entry point into the
     export market and strategic access to port facilities.
   * Asset diversification into Western Canada provides entry into
     one of the world's most favorable mining jurisdictions.

Sherritt's coal operations are highly complementary with
Westmoreland's core surface mining competencies, existing mine
mouth business model and customer partnering expertise.
   * Operations are safe and environmentally responsible.
   * Combination creates one of the largest dragline fleets in
     North America.
   * Operations have good relationships with employees and unions.
   * Workforce and management teams are highly experienced.
   * Operations strategically located adjacent to customer
     generating facilities.
   * Operations have long term contracts with investment grade
     utilities.
   * Contracts are structured to provide stable and predictable
     revenues.
   * Opportunities have been identified to further optimize the
     mining operations based on Westmoreland's experience,
     synergies and economies of scale.

On a combined basis, the pro forma company's estimated LTM U.S.
GAAP revenue would have been approximately $1.3 billion.  The
acquisition is expected to be financially accretive to
Westmoreland on a free cash flow basis.

BMO Capital Markets and Deutsche Bank have provided Westmoreland
with fully-committed financing that will enable Westmoreland to
fund the full purchase price, the reclamation bonding obligations
and transaction expenses.

Transaction Details

The acquisition includes typical closing conditions, including
certain regulatory approvals.  As part of the transaction,
Sherritt will undergo a pre-closing reorganization and sell its
existing portfolio of coal and potash royalties and reserves to
Altius Minerals Corporation.  Also, under the terms of the
arrangement agreement, Sherritt will indemnify Westmoreland
against all past and future liability stemming from the Obed Mine
impoundment release.  The purchase price for the Prairie and
Mountain operations is subject to customary adjustments including
working capital.

The transaction has been unanimously approved by Westmoreland's
Board of Directors and is expected to be completed during the
first quarter of 2014.  Closing of the acquisition is subject to
customary conditions, including the receipt of relevant regulatory
approvals, including Investment Canada Act and Competition Act
approval.  There can be no assurance that the transaction will be
completed or that the anticipated benefits of the acquisition will
be realized.

Westmoreland's Advisors

BMO Capital Markets and Deutsche Bank Securities Inc. are acting
as financial advisors to Westmoreland, and affiliates thereof and
have provided committed financing.  BMO Capital Markets has also
provided an opinion to the Board of Directors of Westmoreland that
the consideration to be paid by Westmoreland in connection with
the Transaction is fair from a financial point of view to
Westmoreland.  Holland & Hart, LLP, and Gowlings Lafleur Henderson
LLP are acting as legal counsel to Westmoreland.

A copy of the Transcript of Conference call is available at:

                      http://is.gd/Cuuv2X

A copy of the Serritt Acquisition Overview is available at:

                      http://is.gd/B7JUB2

Additional information is available for free at:

                      http://is.gd/maNlE0

                     About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss of $13.66 million in 2012, a
net loss of $36.87 million in 2011, and a net loss of $3.17
million in 2010.  The Company's balance sheet at Sept. 30, 2013,
showed $939.83 million in total assets, $1.22 billion in total
liabilities and a $280.31 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WILLOW CREEK: Section 341(a) Meeting Scheduled for February 6
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Willow Creek San
Martin Building LLC will be held on Feb. 6, 2014, at 3:00 p.m. at
341s - Foley Bldg, Room 1500.  The deadline for creditors to file
proofs of claim will be on May 7, 2014.

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

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

Willow Creek San Martin Building LLC filed a Chapter 11 bankruptcy
petition (Bankr. D. Nev. Case No. 14-10041) on Jan. 5, 2014.  The
petition was signed by Donald S. Herman as manager.  The Debtor
estimated assets and debts of at least $10 million.  Cotton,
Driggs, Walch, Holley, Woloson & Thompson serves as the Debtor's
counsel.  The Hon. Laurel E. Davis presides over the case.


WILLOW CREEK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Willow Creek San Martin Building LLC
        c/o Ogonna M. Atamoh, Esq.
        400 South Fourth Street, Third Floor
        Las Vegas, NV 89101

Case No.: 14-10041

Chapter 11 Petition Date: January 5, 2014

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

Judge: Hon. Laurel E. Davis

Debtor's Counsel: Ogonna M. Atamoh, Esq.
                  COTTON, DRIGGS, WALCH, HOLLEY, WOLOSON &
                    THOMPSON
                  400 S. 4th Street, 3rd Floor
                  Las Vegas, NV 89101
                  Tel: (702) 791-0308
                  Fax: (702) 791-1912
                  Email: oatamoh@nevadafirm.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Donald S. Herman, manager.

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


XENONICS HOLDINGS: SingerLewak Raises Going Concern Doubt
---------------------------------------------------------
Xenonics Holdings, Inc., filed with the U.S. Securities and
Exchange Commission on Dec. 19, 2013, its annual report on Form
10-K for the fiscal year ended Sept. 30, 2013.

SingerLewak LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has historically suffered recurring losses from operations, has a
substantial accumulated deficit and has limited revenues.

The Company reported a net loss of $1.54 million on $2.38 million
of net revenue in fiscal year ended Sept. 30, 2013, compared with
a net loss of $2.19 million on $2.16 million of net revenue in
Sept. 30, 2012.

The Company's balance sheet at Sept. 30, 2013, showed $2.31
million in total assets, $2.66 million in total liabilities, and
stockholders' deficit of $349,000.

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

                       http://is.gd/VE9HoR

Carlsbad, California-based Xenonics Holdings, Inc., designs,
manufactures and markets high-end, high-intensity portable
illumination products and low light viewing systems (night
vision).


YRC WORLDWIDE: Signs $35 Million Stock Purchase Agreement
---------------------------------------------------------
Carlyle Strategic Partners II, L.P., and CSP II Coinvestment,
L.P., entered into an exchange agreement with YRC Worldwide Inc.,
pursuant to which CSP II and CSP II Coinvest agreed to exchange
$20,190,552 in aggregate principal amount of the YRC Worldwide's
10 percent Series B Convertible Senior Secured Notes due 2015 for
an aggregate of 1,386,044 shares of common stock.

Also on Dec. 22, 2013, CSP II, CSP II Coinvest and CSP III entered
into a registration rights agreement with the Company, pursuant to
which the Company agreed to file, within three business days of
the Closing Date, a registration statement under the Securities
Act of 1933, as amended, registering the resale by CSP II, CSP II
Coinvest and CSP III of the shares received by them pursuant to
the Exchange Agreement and the Stock Purchase Agreement.  The
registration rights are subject to the restrictions in the
Registration Rights Agreement.  The Company will pay the expenses
in connection with the registration, other than underwriting
discounts and selling commissions of the holders.

Also on Dec. 22, 2013, CSP III entered into a stock purchase
agreement with the Company pursuant to which CSP III has agreed to
purchase 2,333,333 shares of Common Stock for total consideration
of $35,000,000, or $15.00 per share of Common Stock.  The closing
of the transactions contemplated by the Stock Purchase Agreement
is subject to the conditions to closing set forth in the Stock
Purchase Agreement.

The transactions contemplated by the Stock Purchase Agreement and
the Exchange Agreement are expected to close on or about Jan. 20,
2013.

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

                        http://is.gd/H41H4u

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  As of Sept. 30, 2013,
the Company had $2.13 billion in total assets, $2.79 billion in
total liabilities and a $665.8 million total shareholders'
deficit.

                           *     *     *

As reported by the TCR on Aug. 2, 2013, Moody's Investors Service
affirmed the rating of YRC Worldwide, Inc., corporate family
rating at Caa3.  The ratings outlook is has been changed to
positive from stable.

"The positive ratings outlook recognizes the important progress
that YRCW has made in restoring positive operating margins through
implementation of yield management initiatives, during a period of
stabilizing demand in the less than truckload ('LTL') segment,"
the report stated.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.


* Subjective Belief No Defense to Discharge Contempt
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a subjective, incorrect belief that a discharge
injunction didn't apply is an insufficient basis for defeating a
contempt citation, according to a Dec. 27 ruling from the
Bankruptcy Appellate Panel for the Ninth Circuit in San Francisco.

According to the report, a creditor drafted a guarantee agreement
to say that the debtor's bankruptcy wouldn't discharge the debt.
When the guarantor filed for bankruptcy, the creditor received
notice, including notice of the discharge order erasing the debt
on the guarantee.

After the bankruptcy concluded, the creditor sued in state court.
The bankrupt and his attorneys on several occasions warned the
creditor that the non-discharge language in the guarantee was
ineffective.

The bankrupt sued in bankruptcy court for contempt and damages.
The bankruptcy judge ruled that the creditor wasn't in contempt.

Even though the creditor knew about the bankruptcy, the bankruptcy
judge said, the creditor's subjective belief about the
inapplicability of the discharge injunction was a defense against
contempt.

In an unsigned opinion, the appellate panel reversed, saying the
bankruptcy court took too broad a reading of In re Zilog, the
governing case from the federal appeals court in San Francisco.

To establish contempt, Zilog requires knowing the injunction is
applicable and intending the actions that caused violation of the
injunction.

The appellate panel concluded that the bankruptcy court's findings
of fact were clearly erroneous with regard to knowledge of the
discharge injunctions. Although the creditor may have had a
subjective belief that the injunction didn't apply, he was warned
several times that he was violating the injunction.

Consequently, the panel said, the "overwhelming weight of the
evidence" undermined the lower court's finding that the creditor
didn't know the injunction applied.

The appellate panel said too broad a reading of Zilog "would
render the bankruptcy discharge all but toothless."

The appellate panel remanded the case to the lower court to
determine if monetary sanctions were appropriate.

The case is Chionis v. Starkus (In re Chionis), 12-1501, U.S.
Ninth Circuit Bankruptcy Appellate Panel (San Francisco).


* Medicare Payment Cuts May Hit Home Health Providers
-----------------------------------------------------
The Partnership for Quality Home Healthcare on Jan. 6 disclosed
that estimates of lower spending include deep cuts to vital
Medicare benefits, including patient-preferred Medicare home
health services

In response to the report released on Jan. 6 by the Centers for
Medicare and Medicaid Services (CMS) claiming a reduction in
health spending due to the Affordable Care Act (ACA), national
home health leaders warned that this claim is based in part on
deep Medicare cuts that directly impact the nation's most
vulnerable senior and disabled populations.  These cuts, which
went into effect on New Year's Day and will be imposed over the
course of the next four years (2014-2017), threaten patient access
to skilled home health services for millions of homebound seniors.

CMS recently announced cuts to Medicare home health payments by
3.5 percent annually for four years -- the maximum allowable under
the Affordable Care Act (ACA) -- thereby imposing an unprecedented
total cut of 14 percent.  The Centers for Medicare and Medicaid
Services (CMS), within their Final Rule, concedes that these deep
cuts will leave "approximately 40 percent" of all home health
providers with negative margins by CY 2017.

"We commend the Administration for seeking to reduce health
spending, but are deeply concerned that the significant cut to
home health services is the wrong approach," stated Eric Berger,
CEO of the Partnership for Quality Home Healthcare.  "The
Administration itself has conceded that 'approximately 40 percent'
of all home health providers will operate at a loss as a result of
the recent rebasing cut and, therefore, face bankruptcy and
closure.  The unprecedented impact of this cut will reduce access
to low-cost in-home healthcare services and force seniors into
more costly institutional settings, which will in fact increase
healthcare spending.  The Administration may be able to claim
lower spending today but at what cost?"

The Medicare home health benefit is overwhelmingly preferred by
older Americans and is the lowest-cost treatment option available
to ailing seniors.  Medicare home health services are delivered to
approximately 3.5 million Medicare beneficiaries, who are
documented as being poorer, older, sicker, and more likely from a
minority population than other Medicare beneficiaries.

The Partnership for Quality Home Healthcare --
http://www.homehealth4america.org-- was established to assist
government officials in ensuring access to skilled home healthcare
services for seniors and disabled Americans.  Representing
community- and hospital-based home healthcare agencies across the
United States, the Partnership is dedicated to developing
innovative reforms to improve the quality, efficiency and
integrity of home healthcare.


* Fowler White Launches Restructuring & Bankruptcy Practice
-----------------------------------------------------------
Fowler White Burnett has hired 11 new attorneys and intends to
hire more in 2014 to accommodate its growing local, national and
international business.  The firm is also launching a
Restructuring & Bankruptcy practice, after having expanded into
the International Tax, and Environmental and Land Use practice
areas in 2013.

"Over the past two years we have grown along with our clients.  As
part of that trend, we have seen increases in our commercial,
banking and securities litigation business, as well as a recent
uptick in construction litigation," says Christopher E. Knight, a
Managing Shareholder of Fowler White Burnett, one of South
Florida's oldest law firms.  "We're also seeing growth in all
practice areas, including transactional, real estate,
environmental and bankruptcy."

The 70-plus-year-old firm, which has hired nearly 20 new attorneys
over the past two years, has begun 2014 with the launch of its
Restructuring and Bankruptcy Practice Group, spearheaded by
attorneys Eric A. Rosen and Kaleb Bell.

Mr. Rosen joins Fowler White Burnett as a shareholder, practicing
in the areas of bankruptcy and creditors' rights, out-of-court
debt restructuring, business litigation and commercial law.  He
has represented publicly held corporations, privately owned
companies and individuals as debtors and debtors-in-possession in
cases under Chapters 11, 7 and 13 of the Bankruptcy Code for more
than 25 years.  He has been involved in every phase of liquidation
and reorganization cases and has also represented debtors and
creditors in "pre-packaged" cases under Chapter 11 of the
Bankruptcy Code.

Bell practices in the areas of bankruptcy and creditors' rights,
out-of-court debt restructuring and business litigation.  He
represents individuals and businesses as debtors in all phases of
bankruptcy proceedings under Chapters 7, 11 and 13 of the
Bankruptcy Code, and regularly advises clients in connection with
out-of-court debt settlements.

Recent Fowler White Burnett hires also include associates Marta R.
Acosta; Cameron Barnard; Stephanie M. Chaissan; Miguel A.
Gonzalez; Lelia M. Menendez; Scott. M. Migliori; Christine M.
Walker; and Richard P. Zajac.  Alyssa Razook Wan, previously with
the firm's Commercial Litigation Practice Group, has re-joined the
firm after receiving her LL.M. in Taxation.  Razook Wan is the
fourth member of the international tax group who holds the LL.M.
degree.

The new hires will add expertise to Fowler White Burnett's
commercial litigation, maritime, tax and insurance
defense/casualty practice groups.

To meet the growing demands of international investors, Fowler
White Burnett has expanded its international tax practice, headed
by firm shareholder Richard J. Razook, who has over 35 years of
experience in international business and investments.  He is
joined in the practice by attorneys Howard W. Gordon, Alyssa
Razook Wan and Leticia Vega.  The International Practice Group is
a multi-disciplinary team comprising attorneys in practices
ranging from real estate to international wealth management.

The Firm's Environmental and Land Use Practice Group, headed by
Edward J. Briscoe and Howard E. Fox, works on behalf of numerous
clients to help them obtain governmental approvals and maintain
regulatory compliance for projects and facilities of all types -
including industrial and manufacturing facilities; residential,
commercial and mixed-use developments; oil and gas projects,
refineries, renewable energy projects; infrastructure such as
highways, ports, airports, and transit; schools, hospitals and
research & development facilities; water systems and flood control
projects; solid waste, composting, and recycling facilities; and
telecommunications and utility projects.

The team has experience dealing with environmental laws, including
those governing air emissions and climate change; water quality
and supply; wetlands, mangroves and endangered species;
development within a coastal zone; development on state and
federal lands; toxic and hazardous substances; environmental
investigations and remediation; and energy development.

With offices in Miami, Fort Lauderdale and West Palm Beach, and a
team of more than 80 attorneys, Fowler White Burnett is a full-
service law firm that provides client-focused, proven legal
strategies and business solutions to domestic and international
clients across a wide spectrum of industries.

The firm's deep roster of skilled legal professionals practice in
numerous disciplines, including aviation, commercial litigation,
bankruptcy and restructuring, maritime, health care, labor and
employment, insurance defense, real estate and white collar crime.

Fowler White Burnett is the only South Florida member of ALFA
International, a global network of 145 independent law firms.
Member firms must meet high standards to be part of the ALFA
International network and are well respected by their peers in the
legal and business communities.

                 About Fowler White Burnett, P.A.

Law firm Fowler White Burnett -- http://www.fowler-white.com-- is
a nationally-recognized leader in the areas of aviation, maritime
and healthcare.  The firm's lawyers provide legal counsel in
numerous disciplines including litigation, professional
malpractice, corporate and securities, commercial finance,
restructuring and bankruptcy, real estate, environmental and land
use, tax and white collar criminal defense. The firm serves
domestic and international clients, ranging from Fortune 500
companies to educational institutions.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total   Holders'    Working
                                  Assets     Equity    Capital
  Company          Ticker           ($MM)      ($MM)      ($MM)
  -------          ------         ------   --------    -------
ABSOLUTE SOFTWRE   ABT CN          129.8      (11.3)     (10.7)
ABSOLUTE SOFTWRE   ALSWF US        129.8      (11.3)     (10.7)
ABSOLUTE SOFTWRE   OU1 GR          129.8      (11.3)     (10.7)
ACCELERON PHARMA   0A3 GR           48.4      (19.9)       6.2
ACCELERON PHARMA   XLRN US          48.4      (19.9)       6.2
ADVANCED EMISSIO   OXQ1 GR         106.4      (46.1)     (15.3)
ADVANCED EMISSIO   ADES US         106.4      (46.1)     (15.3)
ADVENT SOFTWARE    ADVS US         454.9     (133.8)     (83.4)
ADVENT SOFTWARE    AXQ GR          454.9     (133.8)     (83.4)
AERIE PHARMACEUT   AERI US           7.2      (22.4)     (11.0)
AIR CANADA-CL A    AIDIF US      9,481.0   (3,056.0)     105.0
AIR CANADA-CL A    ADH GR        9,481.0   (3,056.0)     105.0
AIR CANADA-CL A    AC/A CN       9,481.0   (3,056.0)     105.0
AIR CANADA-CL A    ADH TH        9,481.0   (3,056.0)     105.0
AIR CANADA-CL B    ADH1 GR       9,481.0   (3,056.0)     105.0
AIR CANADA-CL B    AIDEF US      9,481.0   (3,056.0)     105.0
AIR CANADA-CL B    AC/B CN       9,481.0   (3,056.0)     105.0
AIR CANADA-CL B    ADH1 TH       9,481.0   (3,056.0)     105.0
AK STEEL HLDG      AK2 TH        3,766.4     (211.8)     394.9
AK STEEL HLDG      AKS* MM       3,766.4     (211.8)     394.9
AK STEEL HLDG      AKS US        3,766.4     (211.8)     394.9
AK STEEL HLDG      AK2 GR        3,766.4     (211.8)     394.9
ALLIANCE HEALTHC   AIQ US          515.6     (131.4)      61.3
AMC NETWORKS-A     9AC GR        2,524.8     (611.9)     790.3
AMC NETWORKS-A     AMCX US       2,524.8     (611.9)     790.3
AMER AXLE & MFG    AYA GR        3,118.5      (46.8)     387.6
AMER AXLE & MFG    AXL US        3,118.5      (46.8)     387.6
AMR CORP           AAMRQ* MM    26,780.0   (7,922.0)     143.0
AMR CORP           ACP GR       26,780.0   (7,922.0)     143.0
AMR CORP           AAMRQ US     26,780.0   (7,922.0)     143.0
AMYLIN PHARMACEU   AMLN US       1,998.7      (42.4)     263.0
ANACOR PHARMACEU   ANAC US          44.9       (7.3)      17.0
ANACOR PHARMACEU   44A TH           44.9       (7.3)      17.0
ANACOR PHARMACEU   44A GR           44.9       (7.3)      17.0
ANGIE'S LIST INC   8AL GR          109.7      (23.0)     (24.2)
ANGIE'S LIST INC   8AL TH          109.7      (23.0)     (24.2)
ANGIE'S LIST INC   ANGI US         109.7      (23.0)     (24.2)
ARRAY BIOPHARMA    AR2 TH          152.6      (13.2)      82.3
ARRAY BIOPHARMA    AR2 GR          152.6      (13.2)      82.3
ARRAY BIOPHARMA    ARRY US         152.6      (13.2)      82.3
AUTOZONE INC       AZO US        6,892.1   (1,687.3)    (891.1)
AUTOZONE INC       AZ5 TH        6,892.1   (1,687.3)    (891.1)
AUTOZONE INC       AZ5 GR        6,892.1   (1,687.3)    (891.1)
BARRACUDA NETWOR   CUDA US         236.2      (90.1)     (66.5)
BARRACUDA NETWOR   7BM GR          236.2      (90.1)     (66.5)
BENEFITFOCUS INC   BNFT US          54.8      (43.9)      (3.6)
BENEFITFOCUS INC   BTF GR           54.8      (43.9)      (3.6)
BERRY PLASTICS G   BERY US       5,135.0     (196.0)  (3,393.0)
BERRY PLASTICS G   BP0 GR        5,135.0     (196.0)  (3,393.0)
BOSTON PIZZA R-U   BPF-U CN        156.7     (108.0)      (4.2)
BOSTON PIZZA R-U   BPZZF US        156.7     (108.0)      (4.2)
BRP INC/CA-SUB V   BRPIF US      1,779.0     (131.6)      51.1
BRP INC/CA-SUB V   DOO CN        1,779.0     (131.6)      51.1
BRP INC/CA-SUB V   B15A GR       1,779.0     (131.6)      51.1
BURLINGTON STORE   BUI GR        2,594.2     (421.3)     139.7
BURLINGTON STORE   BURL US       2,594.2     (421.3)     139.7
CABLEVISION SY-A   CVC US        6,482.1   (5,284.1)     342.2
CABLEVISION SY-A   CVY GR        6,482.1   (5,284.1)     342.2
CAESARS ENTERTAI   C08 GR       26,096.4   (1,496.8)     626.7
CAESARS ENTERTAI   CZR US       26,096.4   (1,496.8)     626.7
CANNAVEST CORP     CANV US          10.7       (0.2)      (1.3)
CAPMARK FINANCIA   CPMK US      20,085.1     (933.1)       -
CC MEDIA-A         CCMO US      15,231.2   (8,370.8)     786.9
CENTENNIAL COMM    CYCL US       1,480.9     (925.9)     (52.1)
CENVEO INC         CVO US        1,238.5     (473.0)     143.1
CHOICE HOTELS      CHH US          555.7     (484.7)      79.2
CHOICE HOTELS      CZH GR          555.7     (484.7)      79.2
CIENA CORP         CIE1 TH       1,727.4      (83.2)     763.4
CIENA CORP         CIE1 GR       1,727.4      (83.2)     763.4
CIENA CORP         CIEN US       1,727.4      (83.2)     763.4
CIENA CORP         CIEN TE       1,727.4      (83.2)     763.4
CINCINNATI BELL    CBB US        2,551.7     (687.2)    (147.2)
COMVERSE INC       CNSI US         844.8       (9.4)      (6.1)
COMVERSE INC       CM1 GR          844.8       (9.4)      (6.1)
DENDREON CORP      DNDN US         522.1     (161.2)     207.0
DIRECTV            DTV CI       20,588.0   (6,208.0)    (300.0)
DIRECTV            DIG1 GR      20,588.0   (6,208.0)    (300.0)
DIRECTV            DTV US       20,588.0   (6,208.0)    (300.0)
DOMINO'S PIZZA     EZV GR          468.5   (1,322.2)      76.9
DOMINO'S PIZZA     EZV TH          468.5   (1,322.2)      76.9
DOMINO'S PIZZA     DPZ US          468.5   (1,322.2)      76.9
DUN & BRADSTREET   DB5 TH        1,849.9   (1,206.3)    (128.9)
DUN & BRADSTREET   DB5 GR        1,849.9   (1,206.3)    (128.9)
DUN & BRADSTREET   DNB US        1,849.9   (1,206.3)    (128.9)
DYAX CORP          DY8 GR           70.6      (38.8)      41.0
DYAX CORP          DYAX US          70.6      (38.8)      41.0
EASTMAN KODAK CO   KODN GR       3,815.0   (3,153.0)    (785.0)
EASTMAN KODAK CO   KODK US       3,815.0   (3,153.0)    (785.0)
ENTRAVISION CO-A   EV9 GR          455.7       (5.6)      78.1
ENTRAVISION CO-A   EVC US          455.7       (5.6)      78.1
EVERYWARE GLOBAL   EVRY US         356.6      (53.9)     142.5
FAIRPOINT COMMUN   FRP US        1,592.6     (406.7)      30.0
FERRELLGAS-LP      FEG GR        1,356.0      (86.6)     (21.3)
FERRELLGAS-LP      FGP US        1,356.0      (86.6)     (21.3)
FIFTH & PACIFIC    LIZ GR          846.2     (213.7)     (64.6)
FIFTH & PACIFIC    FNP US          846.2     (213.7)     (64.6)
FOREST OIL CORP    FST US        1,909.3      (63.1)    (148.3)
FREESCALE SEMICO   1FS TH        3,819.0   (4,526.0)   1,239.0
FREESCALE SEMICO   1FS GR        3,819.0   (4,526.0)   1,239.0
FREESCALE SEMICO   FSL US        3,819.0   (4,526.0)   1,239.0
GENCORP INC        GCY GR        1,750.4     (142.6)     111.1
GENCORP INC        GY US         1,750.4     (142.6)     111.1
GLG PARTNERS INC   GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US        400.0     (285.6)     156.9
GLOBAL BRASS & C   BRSS US         576.5      (37.0)     286.9
GLOBAL BRASS & C   6GB GR          576.5      (37.0)     286.9
GOLD RESERVE INC   GDRZF US         23.7       (0.1)     (17.3)
GOLD RESERVE INC   GRZ CN           23.7       (0.1)     (17.3)
GRAHAM PACKAGING   GRM US        2,947.5     (520.8)     298.5
HALOZYME THERAPE   HALO US         110.1       (3.5)      63.2
HALOZYME THERAPE   HALOZ GR        110.1       (3.5)      63.2
HCA HOLDINGS INC   2BH TH       28,393.0   (7,044.0)   2,352.0
HCA HOLDINGS INC   2BH GR       28,393.0   (7,044.0)   2,352.0
HCA HOLDINGS INC   HCA US       28,393.0   (7,044.0)   2,352.0
HD SUPPLY HOLDIN   HDS US        6,587.0     (753.0)   1,281.0
HD SUPPLY HOLDIN   5HD GR        6,587.0     (753.0)   1,281.0
HOVNANIAN ENT-A    HOV US        1,664.1     (467.2)     950.2
HOVNANIAN ENT-A    HO3 GR        1,664.1     (467.2)     950.2
HOVNANIAN ENT-B    HOVVB US      1,664.1     (467.2)     950.2
HUGHES TELEMATIC   HUTC US         110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTCU US        110.2     (101.6)    (113.8)
IMMUNE PHARMACEU   IMNP SS           1.0      (16.2)      (8.9)
IMMUNE PHARMACEU   EPCTSEK EU        1.0      (16.2)      (8.9)
IMMUNE PHARMACEU   IMNP TQ           1.0      (16.2)      (8.9)
IMMUNE PHARMACEU   IMNP BY           1.0      (16.2)      (8.9)
INFOR US INC       LWSN US       6,515.2     (555.7)    (303.6)
INSYS THERAPEUTI   NPR1 GR          22.2      (63.5)     (70.0)
INSYS THERAPEUTI   INSY US          22.2      (63.5)     (70.0)
IPCS INC           IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU   JE CN         1,533.5     (359.8)    (281.4)
JUST ENERGY GROU   JE US         1,533.5     (359.8)    (281.4)
JUST ENERGY GROU   1JE GR        1,533.5     (359.8)    (281.4)
L BRANDS INC       LTD GR        6,072.0     (861.0)     613.0
L BRANDS INC       LB US         6,072.0     (861.0)     613.0
L BRANDS INC       LTD TH        6,072.0     (861.0)     613.0
LDR HOLDING CORP   LDRH US          78.7       (0.6)       9.6
LEE ENTERPRISES    LEE US          989.0     (102.6)     (11.9)
LORILLARD INC      LO US         3,555.0   (2,042.0)   1,297.0
LORILLARD INC      LLV GR        3,555.0   (2,042.0)   1,297.0
LORILLARD INC      LLV TH        3,555.0   (2,042.0)   1,297.0
MACROGENICS INC    M55 GR           42.2      (10.9)       9.9
MACROGENICS INC    MGNX US          42.2      (10.9)       9.9
MANNKIND CORP      NNF1 TH         287.6     (167.7)    (138.5)
MANNKIND CORP      NNF1 GR         287.6     (167.7)    (138.5)
MANNKIND CORP      MNKD US         287.6     (167.7)    (138.5)
MARRIOTT INTL-A    MAR US        6,480.0   (1,409.0)    (776.0)
MARRIOTT INTL-A    MAQ TH        6,480.0   (1,409.0)    (776.0)
MARRIOTT INTL-A    MAQ GR        6,480.0   (1,409.0)    (776.0)
MARRONE BIO INNO   MBII US          25.6      (47.8)     (12.8)
MDC PARTNERS-A     MDZ/A CN      1,365.7      (40.1)    (211.1)
MDC PARTNERS-A     MDCA US       1,365.7      (40.1)    (211.1)
MDC PARTNERS-A     MD7A GR       1,365.7      (40.1)    (211.1)
MEDIA GENERAL      MEG US          749.9     (217.2)      36.8
MERITOR INC        AID1 GR       2,570.0     (822.0)     338.0
MERITOR INC        MTOR US       2,570.0     (822.0)     338.0
MERRIMACK PHARMA   MACK US         224.2      (16.6)     139.4
MERRIMACK PHARMA   MP6 GR          224.2      (16.6)     139.4
MIRATI THERAPEUT   MRTX US          18.0      (23.6)     (24.5)
MONEYGRAM INTERN   MGI US        4,923.2     (116.3)      49.2
MORGANS HOTEL GR   M1U GR          572.8     (172.9)       6.5
MORGANS HOTEL GR   MHGC US         572.8     (172.9)       6.5
MPG OFFICE TRUST   MPG US        1,280.0     (437.3)       -
NATIONAL CINEMED   NCMI US         982.5     (217.5)     139.1
NATIONAL CINEMED   XWM GR          982.5     (217.5)     139.1
NAVISTAR INTL      IHR GR        8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL      IHR TH        8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL      NAV US        8,241.0   (3,933.0)   1,329.0
NEKTAR THERAPEUT   ITH GR          383.0      (50.3)     127.0
NEKTAR THERAPEUT   NKTR US         383.0      (50.3)     127.0
NORCRAFT COS INC   NCFT US         265.0       (6.1)      47.7
NORCRAFT COS INC   6NC GR          265.0       (6.1)      47.7
NORTHWEST BIO      NWBO US           2.4      (16.2)     (16.3)
NYMOX PHARMACEUT   NYMX US           1.4       (6.9)      (2.7)
NYMOX PHARMACEUT   NY2 GR            1.4       (6.9)      (2.7)
OCI PARTNERS LP    OCIP US         460.3      (98.7)      79.8
OMEROS CORP        OMER US          12.0      (23.9)      (1.6)
OMEROS CORP        3O8 GR           12.0      (23.9)      (1.6)
OMTHERA PHARMACE   OMTH US          18.3       (8.5)     (12.0)
OPHTHTECH CORP     OPHT US          40.2       (7.3)      34.3
OPHTHTECH CORP     O2T GR           40.2       (7.3)      34.3
PALM INC           PALM US       1,007.2       (6.2)     141.7
PHILIP MORRIS IN   PM US        36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PMI SW       36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM1CHF EU    36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM FP        36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   4I1 TH       36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM1 TE       36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   4I1 GR       36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM1EUR EU    36,795.0   (5,908.0)      (2.0)
PLAYBOY ENTERP-A   PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US          165.8      (54.4)     (16.9)
PLY GEM HOLDINGS   PGEM US       1,088.3      (37.7)     212.1
PLY GEM HOLDINGS   PG6 GR        1,088.3      (37.7)     212.1
PROTALEX INC       PRTX US           2.0       (7.6)      (0.5)
PROTECTION ONE     PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US         465.1      (38.1)      92.3
QUICKSILVER RES    KWK US        1,331.6     (964.5)     234.3
QUINTILES TRANSN   QTS GR        2,842.0     (712.0)     382.8
QUINTILES TRANSN   Q US          2,842.0     (712.0)     382.8
RE/MAX HOLDINGS    2RM GR          252.0      (22.5)      39.1
RE/MAX HOLDINGS    RMAX US         252.0      (22.5)      39.1
REGAL ENTERTAI-A   RGC US        2,508.3     (658.5)      54.0
REGAL ENTERTAI-A   RETA GR       2,508.3     (658.5)      54.0
RENAISSANCE LEA    RLRN US          57.0      (28.2)     (31.4)
RENTPATH INC       PRM US          208.0      (91.7)       3.6
RETROPHIN INC      RTRX US           2.7       (8.5)     (10.7)
REVLON INC-A       RVL1 GR       1,259.4     (619.8)     192.4
REVLON INC-A       REV US        1,259.4     (619.8)     192.4
RINGCENTRAL IN-A   RNG US           48.5      (20.7)     (22.8)
RINGCENTRAL IN-A   3RCA GR          48.5      (20.7)     (22.8)
RITE AID CORP      RTA GR        7,169.0   (2,317.9)   1,943.6
RITE AID CORP      RAD US        7,169.0   (2,317.9)   1,943.6
RURAL/METRO CORP   RURL US         303.7      (92.1)      72.4
SALLY BEAUTY HOL   SBH US        1,950.1     (303.5)     473.2
SALLY BEAUTY HOL   S7V GR        1,950.1     (303.5)     473.2
SILVER SPRING NE   9SI TH          513.9      (88.9)      76.3
SILVER SPRING NE   9SI GR          513.9      (88.9)      76.3
SILVER SPRING NE   SSNI US         513.9      (88.9)      76.3
SUNESIS PHARMAC    RYIN TH          46.6       (5.8)      11.2
SUNESIS PHARMAC    SNSS US          46.6       (5.8)      11.2
SUNESIS PHARMAC    RYIN GR          46.6       (5.8)      11.2
SUNGAME CORP       SGMZ US           0.1       (2.2)      (2.3)
SUPERVALU INC      SJ1 TH        4,738.0   (1,031.0)     154.0
SUPERVALU INC      SVU* MM       4,738.0   (1,031.0)     154.0
SUPERVALU INC      SJ1 GR        4,738.0   (1,031.0)     154.0
SUPERVALU INC      SVU US        4,738.0   (1,031.0)     154.0
TANDEM DIABETES    TD5 GR           48.6       (2.8)      13.8
TANDEM DIABETES    TNDM US          48.6       (2.8)      13.8
TAUBMAN CENTERS    TU8 GR        3,438.8     (211.5)       -
TAUBMAN CENTERS    TCO US        3,438.8     (211.5)       -
THRESHOLD PHARMA   THLD US         101.0      (17.5)      74.4
THRESHOLD PHARMA   NZW1 GR         101.0      (17.5)      74.4
TOWN SPORTS INTE   T3D GR          408.9      (40.4)      (3.9)
TOWN SPORTS INTE   CLUB US         408.9      (40.4)      (3.9)
TRANSDIGM GROUP    TDG US        6,148.9     (336.4)     998.0
TRANSDIGM GROUP    T7D GR        6,148.9     (336.4)     998.0
ULTRA PETROLEUM    UPL US        2,069.0     (376.8)    (243.9)
ULTRA PETROLEUM    UPM GR        2,069.0     (376.8)    (243.9)
UNISYS CORP        UIS US        2,237.7   (1,509.9)     411.6
UNISYS CORP        UIS1 SW       2,237.7   (1,509.9)     411.6
UNISYS CORP        UISCHF EU     2,237.7   (1,509.9)     411.6
UNISYS CORP        UISEUR EU     2,237.7   (1,509.9)     411.6
UNISYS CORP        USY1 GR       2,237.7   (1,509.9)     411.6
UNISYS CORP        USY1 TH       2,237.7   (1,509.9)     411.6
VECTOR GROUP LTD   VGR US        1,121.0     (192.6)     316.7
VECTOR GROUP LTD   VGR GR        1,121.0     (192.6)     316.7
VENOCO INC         VQ US           695.2     (258.7)     (39.2)
VERISIGN INC       VRSN US       2,330.0     (493.8)      97.7
VERISIGN INC       VRS TH        2,330.0     (493.8)      97.7
VERISIGN INC       VRS GR        2,330.0     (493.8)      97.7
VINCE HOLDING CO   VNCE US         467.8     (179.1)       7.7
VIRGIN MOBILE-A    VM US           307.4     (244.2)    (138.3)
WEIGHT WATCHERS    WTW US        1,408.2   (1,509.4)     (79.8)
WEIGHT WATCHERS    WW6 GR        1,408.2   (1,509.4)     (79.8)
WEST CORP          WT2 GR        3,480.7     (782.6)     349.0
WEST CORP          WSTC US       3,480.7     (782.6)     349.0
WESTMORELAND COA   WLB US          939.8     (280.3)       4.1
WESTMORELAND COA   WME GR          939.8     (280.3)       4.1
XERIUM TECHNOLOG   XRM US          626.9      (25.4)     128.4
XERIUM TECHNOLOG   TXRN GR         626.9      (25.4)     128.4
XOMA CORP          XOMA US          91.0      (13.5)      58.8
XOMA CORP          XOMA GR          91.0      (13.5)      58.8
XOMA CORP          XOMA TH          91.0      (13.5)      58.8
ZOGENIX INC        ZGNX US          54.6      (13.9)       3.1



                             *********

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
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***