TCR_Public/140128.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 28, 2014, Vol. 18, No. 27

                            Headlines

ABTECH HOLDINGS: Posts $1.53-Mil. Net Loss in Third Quarter
ADVANCED LOGIC: 3rd Cir. Keeps Ruling Against Successor Liability
AF OCEAN: Reports $34,900 Net Loss for Q3 Ended Sept. 30
AFFIRMATIVE INSURANCE: Michael Moss Stake at 17.6% as of Dec. 31
ALLY FINANCIAL: Plans to Offer $750 Million of Senior Notes

ALLY FINANCIAL: NYSE Delists 7.25 Percent Notes Due 2033
AMERICAN AIRLINES: Raises New CEO's Pay
AMERICAN AIRLINES: Attendants Move Toward Contract
AMERICAN APPAREL: Extends Exchange Offer Until Feb. 11
AQUALEGACY DEVELOPMENT: Voluntary Chapter 11 Case Summary

ARMORWORKS ENTERPRISES: Grant Lyon Can't Hire Milbank Tweed
ATRIUM INNOVATIONS: S&P Affirms 'B' CCR; Outlook Stable
AUTOTRADER.COM INC: S&P Raises Corp. Credit Rating From 'BB+'
BEAMZ INTERACTIVE: Reports $2.1-Mil. Net Loss for Sept. 30 Quarter
BEN ENNIS: Court OKs Hiring of Stapleton Group as Property Manager

BERNARD L. MADOFF: Appeal for $1.4 Billion Goes to Circuit Court
BIOLIFE SOLUTIONS: To Effect a 1-for-14 Reverse Stock Split
BIOLIFE SOLUTIONS: Amends 2.1 Million Units Prospectus
BIOFUELS POWER: Amends 2012 Form 10-K and Q3 Form 10-Q
BOREAL WATER: Reports Non-Reliance on Financial Statements

BUFFALO PARK: Court Approves Hiring of Robert Greeley as Appraiser
CALDERA PHARMACEUTICALS: Has $540K Net Loss in Sept. 30 Quarter
CAPITOL BANCORP: Court Approves Settlement with G3 Properties
CAPITOL BANCORP: Plan Confirmed Following Settlement Approval
CATASYS INC: Reconstitutes Board of Directors

CENVEO INC: S&P Puts 'B-' CCR on CreditWatch Negative
CEREPLAST INC: Cancels Stock Purchase Agreement with Ironridge
CERTENEJAS INC: Motel Operator Wins Approval of Exit Plan
CERTENEJAS INC: To Pay $541,504 in PR Tourism Co. Settlement
CHA CHA ENTERPRISES: Can Use Wells Fargo Cash Until Feb. 23

CHA CHA ENTERPRISES: Jan. 30 Hearing on Exclusivity Extension Bid
CHA CHA ENTERPRISES: Jan. 30 Hearing to Move Lease Decision Period
CHAPARRAL ENERGY: S&P Alters Outlook to Positive & Affirms 'B' CCR
CHINA LOGISTICS: China Direct Stake at 6.7% as of Jan. 9
CHINA XINGBANG: Incurs $553K Net Loss for Q3 Ended Sept. 30

CLOUD MEDICAL: Posts $44,000 Net Income in June 2013 Quarter
COASTAL CONDOS: Case Dismissed, FER to Pursue State-Court Remedies
COMMUNITY HOME: EFP and BHT Defend Appointment of Ch. 11 Trustee
CONSTAR INTERNATIONAL: Auction of UK, Dutch Assets Set for Feb. 6
CREATION'S GARDEN: Levene Neale Approved as Bankruptcy Counsel

CREATION'S GARDEN: Court Approves Sherwood as Financial Advisor
CREATION'S GARDEN: Can Hire Reich Brothers as Sale Consultant
DETROIT, MI: Feb. 21 Established as Claims Bar Date
DIRECT INVEST-246 OMNI: Chelmsford Property Being Foreclosed
DOTS LLC: Has Interim Authority to Get $20 Million Loan From Salus

DOTS LLC: Has Interim Authority to Use Cash Collateral
DOTS LLC: Has Interim Authority to Pay $2.5MM to Critical Vendors
DS HEALTHCARE: Incurs $1.05-Mil. Net Loss in Third Quarter
DUMA ENERGY: Shearwave Chief, Burlington Exec Named Directors
ECOSPHERE TECHNOLOGIES: Registers 18.4-Mil. Shares for Resale

EDISON MISSION: Non-Union Retirees Seek Appointment of Committee
EJ FINANCIAL: Foreclosure Auction Set for Feb. 14
ENDEAVOUR INTERNATIONAL: Smedvig QIF Held 14.5% Stake at Dec. 31
EQM TECHNOLOGIES: Incurs $2.08-Mil. Net Loss in Sept. 30 Quarter
EWGS INTERMEDIARY: Panel Hires Cooley LLP as Lead Counsel

EWGS INTERMEDIARY: Creditors' Panel Hires PwC as Financial Advisor
EWGS INTERMEDIARY: Panel Hires Richards Layton as Delaware Counsel
EXONE CO: Reports $224,000 Net Loss for Sept. 30 Quarter
FISKER AUTOMOTIVE: Energy Sec. Says Co. Must Remain in the U.S.
FISKER AUTOMOTIVE: Auction Ruling Is Appealed

FREE LANCE-STAR: Files for Chapter 11 to Auction Assets
FREE LANCE-STAR: Sandton Unit Wants More Adequate Protection
FREE LANCE-STAR: Asks for Feb. 21 Extension to File Schedules
FRESH & EASY: Auction for Stockton Properties Set for Feb. 18
FRESH START: Has $129K Net Loss in Sept. 30 Quarter

GENON ENERGY: Moody's Reviews B2 Rating for Possible Downgrade
GREEN HORIZON: Case Summary & 20 Largest Unsecured Creditors
GREENHUNTER RESOURCES: Reports $371K Net Loss for Third Quarter
GXS WORLDWIDE: S&P Withdraws 'B' Corporate Credit Rating
HAAS ENVIRONMENTAL: Taps Sherman Silverstein as Counsel

HAAS ENVIRONMENTAL: Has Until March 4 to Decide on Leases
HAAS ENVIRONMENTAL: Has Until March 4 to Propose Chapter 11 Plan
HERCULES OFFSHORE: Files Fleet Status Report as of Jan. 22
HERITAGE WORLDWIDE: SEC Revokes Registration of Securities
INDUSTRIAL ENTERPRISES: Scheduling/Planning Conference on Feb. 25

INTEGRATED DRILLING: Has $5.99-Mil. Net Loss in Third Quarter
INTELLICELL BIOSCIENCES: Amends Bylaws
INTERLEUKIN GENETICS: Merlin BioMed Stake at 7.4% as of Dec. 31
IVANHOE RANCH: U.S. Trustee Could Not Form Creditor's Committee
JAMES RIVER: Posts $101K Net Loss for Sept. 30 Quarter

LAFAYETTE YARD: US Trustee Forms Three-Member Creditor's Panel
LAFAYETTE YARD: Files Schedules of Assets and Liabilities
LDK SOLAR: Noteholders Extend Forbearance Pact Until Feb. 13
LIGHTSQUARED INC: Both Plans May Fail 'Feasibility' Test
LILY GROUP: LC Energy Balks at BGR Capital as Investment Banker

LILY GROUP: Tucker Hester Approved as Bankruptcy Counsel
LIVINGVENTURES INC: Incurs $728K Net Loss in Q3 Ended Sept. 30
LLS AMERICA: Chapter 11 Trustee Wins $25,000 Judgment v. Olsens
LOEHMANN'S HOLDINGS: Bargains Get Bigger as Shelves Get Emptier
MAMAMANCINI'S HOLDINGS: Posts $494K Net Loss in Third Quarter

MEDIACOM LLC: Moody's Rates Proposed $250MM First Lien Debt Ba3
METAL FOUNDATIONS: Court Won't Dismiss Stirling's Avoidance Suit
METEX MFG: Seeks Extension of Exclusive Periods
MOVIBITY HOLDINGS: Intends to Acquire SmartReceipt, Inc.
MONTREAL MAINE: Fortress Approved to Buy Co. for $15.9 Million

MONTREAL MAINE: Victims' Panel Hires Paul Hastings as Counsel
MUSCLEPHARM CORP: Amends Report on BioZone Acquisition
NATIONAL MENTOR: Moody's Says Upsized Loan No Impact on B3 CFR
NATIONAL MENTOR: S&P Affirms B CCR & Cuts Secured Debt Rating to B
NESTOR INC: SEC Revokes Registration of Securities

NET TALK.COM: Vicis No Longer Has Stake as of Jan. 16
NET TALK.COM: USPTO Issues NIRC for Patent on Technology
NEW ALBERTSON: S&P Affirms 'CCC+' Corporate Credit Rating
NEXT 1 INTERACTIVE: Incurs $11.4-Mil. Net Loss in Nov. 30 Qtr.
NNN PARKWAY 400 26: Court Rejects Plan, Allows Lender to Foreclose

OLD SECOND: Reports $1.1 Million Net Loss in Fourth Quarter
OLD SECOND: Terminates Agreement with Chicago Federal Reserve
OSAGE EXPLORATION: Hires Mayer Hoffman as New Accountants
OVERLAND STORAGE: Completes Acquisition of Tandberg Data
PHARMAGEN INC: Reports $1.35-Mil. Net Loss for Sept. 30 Quarter

POSITIVEID CORP: Amends 9 Million Shares Resale Prospectus
PUTNAM AT TINTON: Equity Owners Want Chapter 11 Case Dismissed
RADIANT OIL: Incurs $520,000 Net Loss in Third Quarter
RECOVERY ENERGY: Posts $1.9-Mil. Net Loss for Third Quarter
RENT-A-CENTER INC: Profit Falls 72% on Higher Expenses

RESERVOIR EXPLORATION: Court Okays Munsch Hardt as Bank. Counsel
RESERVOIR EXPLORATION: Lain Faulkner's Rae Approved as CRO
RICHFIELD OIL: Posts $2.32-Mil. Net Loss in Q3 Ended Sept. 30
SBA SENIOR FINANCE II: Moody's Rates New $1BB Loan 'Ba2'
SBA SENIOR FINANCE II: S&P Assigns 'BB' Rating to $1BB Term Loan

SEAN DUNNE: Trustee to Get $160,000 Loan From Bank Creditors
SENTINEL MANAGEMENT: Bank of New York Must Return $337MM to Escrow
SII LIQUIDATION: David Schwab's Bid for Relief From Judgment Nixed
SOJAC I LLC: Suit Over ML Manager Loan Goes to Trial
STIRLING ENERGY: Court Won't Dismiss Suit v. Metal Foundations

STREAMTRACK INC: Reports $352-K Net Income for Nov. 30 Quarter
STS OPERATING: Moody's Assigns 'B2' Corporate Family Rating
SUN BANCORP: Names Keith Stock to Board of Directors
SUN BANCORP: Incurs $10.1 Million Net Loss in 2013
TEXTRON FINANCIAL: Fitch Maintains 'BB' Jr. Sub. Notes Rating

TNI BIOTECH: Incurs $19.94-Mil. Net Loss for Third Quarter
TOMORROW'S BUILDERS: To Close at the End of School Year
TOUCHPOINT METRICS: Reports $210K Net Loss in Third Quarter
TRIAD CAMPUS IV: Condo Units to Be Auctioned Off Feb. 18
UNITED TECHNOLOGIES: Considers Sale or Spin-Off of Sikorsky

UNIVERSAL BIOENERGY: Global Energy Files 2nd Amendment to SCH 13D
UNIVERSAL UNDERSTANDING: Claims Bar Date Set for May 15
VINCE INTERMEDIATE: S&P Assigns 'B' CCR & Rates $175MM Loan 'B'
WESTMORELAND COAL: Offering $400 Million of Senior Secured Notes
WESTMORELAND COAL: Appoints Keith Alessi as Executive Chairman

WESTMORELAND COAL: S&P Affirms 'B-' CCR; Outlook Stable
YRC WORLDWIDE: Solus Stake at 6.8% as of Jan. 22
ZOOM TELEPHONICS: Has $252K Net Loss in Q3 Ended Sept. 30

* Ninth Cir. Splits Ruling from 8th Cir. in Turnover Issue
* Bankruptcy Appellate Court Affirms Spousal Support Ruling

* Junk Defaults End 2013 at 1.5%; Issuances Decline 5 Quarters
* Distressed Debt Hedge Fund Commits $530 Million to Europe

* Large Companies With Insolvent Balance Sheet


                             *********


ABTECH HOLDINGS: Posts $1.53-Mil. Net Loss in Third Quarter
-----------------------------------------------------------
AbTech Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $1.53 million on $72,476 of net revenues for the three months
ended Sept. 30, 2013, compared to a net loss of $3.21 million on
$81,208 of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $1.34
million in total assets, $3.28 million in total liabilities, and
stockholders' deficit of $1.94 million.

According to the Form 10-Q, "The Company has not yet established
an ongoing source of revenue sufficient to cover its operating
costs, which raises doubts about the ability of the Company to
continue as a going concern.   In order to continue as a going
concern, the Company will need to generate additional revenue and
obtain additional capital to fund its operating losses and service
its debt.  Management of the Company has developed a strategy,
which it believes will accomplish this objective through revenue
growth and additional funding, which will enable the Company to
operate for the coming year.  On June 25, 2013, the Company
entered into an equity line of credit agreement with Dutchess
Opportunity Fund, II, LP whereby Dutchess is irrevocably committed
to purchase from the Company up to $2 million of ABHD common stock
over the course of 36 months.  However, even with this funding
commitment in place there can be no assurance that the Company's
overall efforts will be successful.  As a result, the Company's
independent registered public accounting firm issued a going
concern opinion on the consolidated financial statements of the
Company for the year ended December 31, 2012."

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

                        http://is.gd/fes3uz

Abtech Holdings, Inc. through its subsidiary, manufactures
products that remove some pollutants from water. The Company's
products remove hydrocarbons, sediment and other foreign elements
from still ponds, lakes and marinas or from flowing water such as
curbside drains, pipe outflows, rivers and oceans.


ADVANCED LOGIC: 3rd Cir. Keeps Ruling Against Successor Liability
-----------------------------------------------------------------
The United States Court of Appeals, Third Circuit, considered
consolidated appeals from cases in which plaintiff-appellant John
Fink attempts to recoup the benefits of a capital investment in
Advanced Logic Systems, Inc., a now-defunct corporation which
dissolved after filing for Chapter 7 bankruptcy in 2009.  In Case
No. 12-2229, Fink is suing EdgeLink, Inc., a company which he
claims is a "mere continuation" of ALSI and thus responsible for
ALSI's financial obligations to him.  He also seeks relief from
Kaydon Stanzione, the founder of both EdgeLink and ALSI.  Fink
appeals from the District Court's order granting summary judgment
against him. In Case No. 13-2100, Fink seeks to reopen the ALSI
bankruptcy on the theory that ALSI concealed assets from the
trustee. He appeals from the District Court's order affirming the
Bankruptcy Court's denial of his request to reopen.

"In both cases, we will affirm," the Third Circuit said in a Jan.
21, 2014 decision available at http://is.gd/axqdp2from
Leagle.com.

"In sum, we see no basis for the imposition of successor liability
on these facts.  There is no view of the record under which
EdgeLink obtained benefits from ALSI such that it should also be
held responsible for that company's liabilities.

"Fink also seeks relief directly from Stanzione. In his complaint
he alleges that Stanzione breached a fiduciary duty to Fink as a
creditor of ALSI by transferring ALSI's assets without fair
compensation and by failing to repay personal loans from the
company in excess of $125,000. But . . . we conclude that Fink has
not submitted evidence that would allow a jury to find a transfer
of valuable assets from ALSI. And Fink directs us to no evidence
detailing personal loans from ALSI to Stanzione.

"Fink has failed to offer specific facts that would allow a jury
to return a verdict in his favor. Accordingly, we will affirm the
District Court's order of March 27, 2012 insofar as it grants
summary judgment in favor of EdgeLink and Stanzione on all
claims."

In December 2000, Fink began working as a financial consultant for
ALSI, a networking and telecommunications company founded by
defendant Kaydon Stanzione.  Through its website, ALSI offered the
commercial use of "proprietary" communications technology with
distinctive trademarks such as the "Alert Notification and
Incident Command System (ANICS)," the "WorkQuick Campaign
Manager," and something known simply as "Trinity."  Prominent ALSI
customers of record included the United States Coast Guard,
Verizon, Sunoco, ADT Security Services, Inc., and Holt Logistics,
Inc.

ALSI filed for Chapter 11 bankruptcy in October 2008.

In January 2009, during the course of ALSI's bankruptcy
proceeding, Stanzione founded the defendant company EdgeLink,
Inc., a New Jersey corporation with the same listed business
address as ALSI and ALServ. Gregory Cucchi, a former ALSI
executive, was named EdgeLink's Chief Executive Officer, and
Troupe, ALSI's former accountant, became EdgeLink's Chief
Financial Officer. EdgeLink hired Stanzione as a consultant.

In March 2009, ALSI's bankruptcy was converted to Chapter 7. At
the time of ALSI's final bankruptcy petition on April 7, 2009,
after the company's financial situation had been investigated by
the assigned trustee, ALSI's assets totaled $263,194, including
$200,000 attributable to "patents, copyrights, and other
intellectual property." On May 21, 2009, the trustee elected to
abandon all ALSI assets, characterizing their value as highly
speculative. ALServ, Stanzione's other corporation, was dissolved
on June 29, 2009. The ALSI bankruptcy proceeding was formally
closed on August 13, 2009 with no distributions to creditors.

The appellate cases are JOHN W. FINK, Appellant in No. 12-2229, v.
EDGELINK, INC.; KAYDON A. STANZIONE; and IN RE: ADVANCED LOGIC
SYSTEMS, INC., Debtor, v. JOHN W. FINK, Appellant in No. 13-2100,
Nos. 12-2229, 13-2100 (3rd Cir.).


AF OCEAN: Reports $34,900 Net Loss for Q3 Ended Sept. 30
--------------------------------------------------------
AF Ocean Investment Management Company filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $34,907 on $35,000 of total income
for the three months ended Sept. 30, 2013, compared with a net
loss of $298,797 on $60,000 of total income for the same period in
2012.

The Company's balance sheet at Sept. 30, 2013, showed $1.07
million in total assets, $106,347 in total liabilities, and
stockholders' equity of $963,874.

"The Company discontinued its restaurant operations in 2011 and is
continuing to evaluate its new direction.  The Company had
$450,000 in consulting fee income for the nine months ended Sept.
30, 2013.  During that same period, the Company had net loss of
$35,364. These factors indicate the Company is generating
revenues; however, there is still substantial doubt about the
ability of the Company to continue as a going concern for a
reasonable period of time.  The Company?s continuation as a going
concern is dependent upon its ability to generate revenues through
its new business direction," the Company said in the regulatory
filing.

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

                       http://is.gd/NGr4ln

AF Ocean Investment Management Company promotes business relations
and exchanges between Chinese and United States-based companies.
The Company advises on international mergers and acquisitions,
promotes cooperation between Chinese companies and Wall Street
financial institutions, and helps Wall Street investors identify
and work with their Chinese counterparts.


AFFIRMATIVE INSURANCE: Michael Moss Stake at 17.6% as of Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Michael J. Moss and his affiliates disclosed
that as of Dec. 31, 2013, they beneficially owned 2,713,558 shares
of common stock of Affirmative Insurance Holdings, Inc.,
representing 17.6 percent of the shares outstanding.  Mr. Moss
previously reported beneficial ownership of 2,226,656 common
shares or 14.5 percent equity stake as of Dec. 31, 2012.  A copy
of the regulatory filing is available for free at:

                        http://is.gd/1vPyO6

                    About Affirmative Insurance

Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets.  Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors.  Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.

The Company's balance sheet at Sept. 30, 2013, showed $386.03
million in total assets, $476.73 million in total liabilities and
a $90.70 million total stockholders' deficit.

"At December 31, 2012, the Company's history of recurring losses
from operations, its failure to comply with the Financial
Covenants in its senior secured credit facility, its failure to
comply with the Illinois Department of Insurance reserve
requirement, and substantial liquidity needs the Company would
face when the senior secured credit facility was set to expire in
January 2014 raised substantial doubt about the Company's ability
to continue as a going concern," the Company said in the quarterly
report for the period ended Sept. 30, 2013.

ALLY FINANCIAL: Plans to Offer $750 Million of Senior Notes
-----------------------------------------------------------
Ally Financial Inc. intends to issue an aggregate principal amount
of $750,000,000 3.500 percent senior guaranteed notes due 2019.
The Notes will be guaranteed by Ally US LLC and IB Finance Holding
Company, LLC, each a subsidiary of Ally.  The Notes will mature on
Jan. 27, 2019.

Interest on the Notes will be due semi-annually, in arrears on
January 27 and July 27 of each year, until maturity, commencing
July 27, 2014.

Joint Book-Running Managers:

          Barclays Capital Inc.
          Citigroup Global Markets Inc.
          Deutsche Bank Securities Inc.
          Morgan Stanley & Co. LLC

Co-Managers:

          Credit Agricole Securities (USA) Inc.
          Lloyds Securities Inc.
          RBC Capital Markets, LLC
          Scotia Capital (USA) Inc.
          U.S. Bancorp Investments, Inc.
          CastleOak Securities, L.P.
          Lebenthal & Co., LLC
          Muriel Siebert & Co., Inc.
          The Williams Capital Group, L.P.

A copy of the free writing prospectus as filed with the U.S.
Securities and Exchange Commission is available for free at:

                        http://is.gd/JWJkyG

                        About Ally Financial

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

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

Ally Financial Inc. reported net income of $1.19 billion for the
year ended Dec. 31, 2012, as compared with a net loss of
$157 million during the prior year.  The Company's balance sheet
at Sept. 30, 2013, showed $150.55 billion in total assets,
$131.49 billion in total liabilities and $19.06 billion in total
equity.

                           *     *     *

As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings
Services said it raised its issuer credit rating on Ally Financial
Inc. to 'BB' from 'B+'.  "The upgrade reflects the company's
release from potential legal and financial liabilities stemming
from its ownership of ResCap," said Standard & Poor's credit
analyst Tom Connell.

In the Dec. 17, 2013, edition of the TCR, Fitch Ratings upgraded
Ally Financial's long-term Issuer Default Rating (IDR) and senior
unsecured debt rating to 'BB' from 'BB-'.  The upgrade of Ally's
ratings follows the approval of Residential Capital LLC's
(ResCap's) bankruptcy plan by the Bankruptcy Court releasing Ally
from all ResCap related claims, which combined with the recent
mortgage settlements with the FHFA and the FDIC, essentially
removes any mortgage-related contingent liability to Ally.

As reported by the TCR on Dec. 23, 2013, Moody's Investors Service
upgraded the corporate family rating (CFR) of Ally Financial Inc.
to Ba3 from B1.  The upgrade of Ally's corporate family rating
follows the U.S. Bankruptcy Court's approval of ResCap LLC's
(unrated) Chapter 11 plan, which releases Ally from mortgage-
related creditor claims originating from its ownership of ResCap.


ALLY FINANCIAL: NYSE Delists 7.25 Percent Notes Due 2033
--------------------------------------------------------
The New York Stock Exchange LLC filed a Form 25 with the U.S.
Securities and Exchange Commission to remove from listing or
registration Ally Financial Inc.'s 7.25 percent Notes due Feb. 7,
2033.

"Pursuant to the requirements of the Securities Exchange Act of
1934, NEW YORK STOCK EXCHANGE LLC certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing the Form 25 and has caused this notification to be signed
on its behalf by the undersigned duly authorized person,"
according to the filing.

                       About Ally Financial

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

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

Ally Financial Inc. reported net income of $1.19 billion for the
year ended Dec. 31, 2012, as compared with a net loss of
$157 million during the prior year.  The Company's balance sheet
at Sept. 30, 2013, showed $150.55 billion in total assets,
$131.49 billion in total liabilities and $19.06 billion in total
equity.

                           *     *     *

As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings
Services said it raised its issuer credit rating on Ally Financial
Inc. to 'BB' from 'B+'.  "The upgrade reflects the company's
release from potential legal and financial liabilities stemming
from its ownership of ResCap," said Standard & Poor's credit
analyst Tom Connell.

In the Dec. 17, 2013, edition of the TCR, Fitch Ratings upgraded
Ally Financial's long-term Issuer Default Rating (IDR) and senior
unsecured debt rating to 'BB' from 'BB-'.  The upgrade of Ally's
ratings follows the approval of Residential Capital LLC's
(ResCap's) bankruptcy plan by the Bankruptcy Court releasing Ally
from all ResCap related claims, which combined with the recent
mortgage settlements with the FHFA and the FDIC, essentially
removes any mortgage-related contingent liability to Ally.

As reported by the TCR on Dec. 23, 2013, Moody's Investors Service
upgraded the corporate family rating (CFR) of Ally Financial Inc.
to Ba3 from B1.  The upgrade of Ally's corporate family rating
follows the U.S. Bankruptcy Court's approval of ResCap LLC's
(unrated) Chapter 11 plan, which releases Ally from mortgage-
related creditor claims originating from its ownership of ResCap.


AMERICAN AIRLINES: Raises New CEO's Pay
---------------------------------------
Susan Carey, writing for The Wall Street Journal, reported that
American Airlines Group Inc. disclosed on Jan. 27 that it raised
the annual salary of new Chief Executive Officer Doug Parker to
$700,000, up from the $550,000 he earned as CEO of US Airways
Group Inc. each year since 2001.

According to the report, Mr. Parker took the reins in the new
American on Dec. 9, when US Airways merged with the former
American when it stepped out of bankruptcy-court protection. Tom
Horton, American's former CEO and now nonexecutive chairman of the
combined company until the spring, will receive a $400,000 stipend
to compensate him for his service as the chairman, the company
also said in a securities filing on Jan. 27.  Separately, Mr.
Horton was awarded a severance package that includes $11.9 million
in cash and new American shares, among other benefits.

Last week the compensation committee of the board of the American
Airlines Group also adopted a short-term inventive program for
executives of the new company, the report related.  Mr. Parker is
in line for a short-term incentive award of 200% of his base
salary, should the company meet certain targets in 2014. In
addition, long-term incentive pay in stock vesting over an
extended period will be set later by the board, with the amount
and the performance metrics to be determined. The latter will only
hold value if American is successful financially.

Mr. Parker, in a memo to employees on Jan. 27, said he asked the
board to set his base salary at least 15% below his peers at
United Continental Holdings Inc. and Delta Air Lines Inc., the
report further related.  Based on their public salary information,
he said his base salary is about 20% below theirs. He also asked
that his total compensation be 80% to 90% performance-based,
meaning it could be worth nothing if the company doesn't meet its
targets. The 2014 short-term incentive program will only yield the
maximum $1.4 million if American earns $2.5 billion in pretax
profit this year, "far more than American has ever earned it its
history," Mr. Parker said in the memo.

The three compensation components nevertheless "total a large sum
and it is a significant expense to our company," Mr. Parker said,
the report cited.  "With the expense comes responsibility -- to
you, our customers and to our shareholders."

                     About American Airlines

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

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

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

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

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

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

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

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

AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.


AMERICAN AIRLINES: Attendants Move Toward Contract
--------------------------------------------------
Susan Carey, writing for The Wall Street Journal, reported that
two unions representing a total of 23,500 flight attendants at
American Airlines and US Airways said they agreed with management
at the new, postmerger American Airlines Group Inc. on a path to
reaching a joint labor contract by February 2015 at the latest.

According to the report, as part of the agreement between the
Association of Professional Flight Attendants, with 16,000 members
at the former American, and 7,500 attendants represented by the
Association of Flight Attendants at the old US Airways, the
smaller group will vote on whether to join the APFA and approve
the negotiating procedures already agreed to by union leadership
and the company. That vote is slated to conclude within 40 days.

If the former US Airways attendants approve both measures,
negotiations on a new joint agreement will follow on an expedited
timetable, the two unions said on Jan. 27, the report related.
Talks between the two unions hit a bump late last year, around the
time the two companies closed their $18 billion merger, creating
the world's largest airline by traffic. But the unions
subsequently agreed on how to proceed, and both sides struck a
deal with management last week on the process.

The APFA, an early supporter of the plan to merge the two
airlines, already had an agreement in principle on how its members
would be treated when the two companies combined, the report
further related.  The AFA now would be a party to that deal, which
is expected to lead to talks that would produce raises for the
former US Airways attendants and generally enhanced contract terms
for the larger group based on the promise inherent in the merger.

                     About American Airlines

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

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

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

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

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

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

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

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

AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.


AMERICAN APPAREL: Extends Exchange Offer Until Feb. 11
------------------------------------------------------
American Apparel, Inc., has extended its offer to exchange its
outstanding 13.0 percent Senior Secured Notes due 2020 for 13.0
percent Senior Secured Notes due 2020 that have been registered
under the Securities Act of 1933, as amended.

The Exchange Offer, previously scheduled to expire at 5:00 p.m.,
New York City time, on Jan. 22, 2014, will now expire at 5:00
p.m., New York City time, on Feb. 11, 2014, unless further
extended by the issuer.

All other terms and conditions of the Exchange Offer will remain
in full force and effect.  The terms and conditions of the
Exchange Offer are set forth in a prospectus dated Dec. 20, 2013.
Copies of the prospectus and related letter of transmittal may be
obtained from the exchange agent, U.S. Bank National Association,
Exchange Agent, 60 Livingston Avenue, Mail Station-EP-MN-WS2N, St.
Paul, Minnesota 55107, Attention: Specialized Finance Dept. or by
facsimile, (651) 495-8158.

The new notes are substantially identical to the notes for which
they are being exchanged, except that the new notes will be
registered under the Securities Act of 1933, as amended, and, as a
result, the transfer restrictions and registration rights
provisions applicable to the original notes will not apply to the
new notes.

As of 5:00 p.m., New York City time, on Jan. 22, 2014,
approximately $200,775,000 in aggregate principal amount of the
13.0 percent Senior Secured Notes due 2020 had been validly
tendered and not withdrawn in the Exchange Offer, including by
means of guaranteed delivery.  This amount represents
approximately 99.92 percent of the outstanding 13.0 percent Senior
Secured Notes due 2020.

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $332.93 million in total
assets, $389.12 million in total liabilities and a $56.19 million
total stockholders' deficit.

                           *     *     *

American Apparel carries a Caa1 Corporate Family Rating from
Moody's Investors Service and a 'B-' corporate credit rating from
Standard & Poor's Ratings Services.


AQUALEGACY DEVELOPMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: AquaLegacy Development, LLC
        4931 Webb Canyon Road, #2
        Claremont, CA 91711

Case No.: 14-50279

Chapter 11 Petition Date: January 26, 2014

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Hon. Stephen L. Johnson

Debtor's Counsel: Paul E. Manasian, Esq.
                  THE LAW OFFICE OF PAUL E. MANASIAN
                  400 Montgomery St. #1000
                  San Francisco, CA 94104
                  Tel: (415) 291-8425
                  Email: manasian@mrlawsf.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Brown, managing member.

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


ARMORWORKS ENTERPRISES: Grant Lyon Can't Hire Milbank Tweed
-----------------------------------------------------------
The Hon. Brenda Moody Whinery of the U.S. Bankruptcy Court for the
District of Arizona denied an application to employ Milbank,
Tweed, Hadley & McCloy LLP as special counsel to Grant Lyon, the
Independent Debtor Representative, at the behest of Armorworks
Enterprises LLC and TechFiber LLC, and the Official Joint
Committee of Unsecured Creditors.

According to the Troubled Company Reporter on Dec. 5, 2013, in
further support of their objection to, and statement of position
regarding the application of Grant Lyon to retain the firm as
special counsel, the Debtors and the Joint Committee asked the
Court consider the following additional authorities:

* In re Southwest Food Distributors, LLC, 561 F.3d 1106, 1112
  (10th Cir. 2009) (affirming the bankruptcy court's exercise of
  discretion to deny request by official committee of unsecured
  creditors to employ expensive out-of-state counsel); and

* In re Danner, 2012 WL 3205242 (9th Cir. BAP (Idaho)) at *4 ("The
  operative words [in Sec 328a)] are "may" and "reasonable." A
  bankruptcy court has wide discretion to decide whether a
  proposed [fee] arrangement is or is not reasonable or
  appropriate under the circumstances of a particular case").

Counsel for the Debtors, Todd A. Burgess, Esq., at Gallagher &
Kennedy, P.A., asserted that these cases are relevant to
assertions by the IDR and his proposed counsel that the Court
should defer to the IDR's choice of counsel (without any need for
the IDR to explain his decision to engage out-of-state counsel),
and that "there is no basis to impose any artificial restraints on
the IDR's fundamental right to engage counsel of his choosing."

"It was never contemplated that the IDR would hire separate
counsel under the Protocol, let alone that the IDR would have a
"fundamental right" to hire whomever he desired regardless of the
actual need or cost to the estates," argued Mr. Burgess. "The
Court has wide discretion to deny the Milbank employment
application and should do so," he maintained.

Counsel for the Debtors may be reached at:

   John R. Clemency, Esq.
   Todd A. Burgess, Esq.
   Lindsi M. Weber, Esq.
   Janel M. Glynn, Esq.
   GALLAGHER & KENNEDY, P.A.
   2575 East Camelback Road
   Phoenix, AZ 85016-9225
   Telephone: (602) 530-8000
   Facsimile: (602) 530-8500
   E-mail: john.clemency@gknet.com
           todd.burgess@gknet.com
           lindsi.weber@gknet.com
           janel.glynn@gknet.com

                   About ArmorWorks Enterprises

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

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

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

The U.S. Trustee for Region 14 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Forrester & Worth,
P.L.L.C. represents the Committee as its general counsel.

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

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

Judge Whinery approved on Dec. 30, 2013, the disclosure statement
explaining the bankruptcy-exit plan for the Debtors.  The plan was
jointly proposed by the Debtors, C Squared Capital Partners LLC,
Anchor Management LLC, ArmorWorks Inc., William Perciballi and the
unsecured creditors' committee.  The plan proposes to pay all
claims against and member equity interests in ArmorWorks and
Techfiber through a sale of assets or equity.  Proceeds from the
sale will be used to pay off creditors and members of ArmorWorks.

Judge Whinery also has approved the bid process proposed by
ArmorWorks and Techfiber in connection with the sale of their
assets or equity of the reorganized companies.  Pursuant to the
bid procedures, interested buyers are required to submit their
bids by Feb. 7.  An auction will be held on Feb. 21 at the Phoenix
office of Gallagher & Kennedy, P.A.  A status hearing regarding
the auction will be held on Feb. 19 while a hearing to consider
approval of the sale is scheduled for March 4.

Judge Whinery is set to hold an initial hearing on Jan. 29 in
connection with the plan.  The hearing will be a non-evidentiary
hearing where the ballot report will be considered and any
objections will be assessed.


ATRIUM INNOVATIONS: S&P Affirms 'B' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B' long-
term corporate credit rating on Montreal-based Atrium Innovations
Inc.  The outlook is stable.

At the same time, Standard & Poor's lowered its issue-level rating
on the company's proposed senior secured first-lien credit
facilities one notch to 'B' (the same as the corporate credit
rating on Atrium) from 'B+', and revised the recovery rating on
the debt to '3' from '2'. A '3' recovery rating indicates
meaningful (50%-70%) recovery in a default scenario.

"This rating action follows the company's planned US$50 million
increase in its senior secured first-lien term loan," said
Standard & Poor's credit analyst Lori Harris.  The first-lien loan
will increase to US$350 million from US$300 million, with an
equivalent decrease in Atrium's proposed senior secured second-
lien term loan (to US$150 million from US$200 million), resulting
in no change to the total amount of proposed debt.  The 'CCC+'
issue-level rating and '6' recovery rating on the second-lien debt
are unchanged.

"The planned increase in the first-lien term loan reduces recovery
prospects for first-lien creditors in our distressed scenario for
Atrium," added Ms. Harris.  The debt will be initially issued by
the newly created interim company, Acquisition Glacier Inc., which
S&P expects to merge with Atrium post-closing, with Atrium being
the surviving entity.

Atrium announced in November 2013 that it had entered into a
definitive agreement with a company backed by the Permira funds (a
Europe-based private equity firm), whereby Permira is expected to
acquire 75% of Atrium's common shares outstanding.

The corporate credit and issue-level ratings are subject to the
acquisition being completed in a timely manner and the closing of
the proposed financing in line with S&P's revised expectations.

"Our corporate credit rating on Atrium reflects our assessment of
the company's business risk profile as "weak" and financial risk
profile as "highly leveraged."  Key credit factors in our business
risk assessment include the company's position as a niche player
in the highly fragmented and competitive vitamin, mineral, and
supplement (VMS) industry; significant dependence on a couple of
key brands; and solid profitability. In addition, the ratings are
supported by favorable industry dynamics associated with aging
populations and consumers' focus on health and well-being, which
should continue to translate into growing demand and steady cash
flows.  However, this is partially offset by the inherent industry
risks stemming from regulation and potential unfavorable publicity
if large product liability claims or recalls were to occur," S&P
added.

The proposed debt proceeds and an equity injection by the Permira
funds will be used to finance Permira's purchase of Atrium's
common shares outstanding (less the rollover equity) and refinance
existing debt. Atrium will be jointly owned by Permira (75%),
Fonds de solidarite (12.5%), and Caisse de depot et placement du
Quebec (12.5%) after completion of the transaction.  Closing,
which is expected within a month, is subject to the satisfaction
of certain conditions, including court approval pursuant to the
Canada Business Corporations Act and shareholder approval.

Atrium is a niche player in the highly fragmented VMS industry.
The company develops and manufactures innovative, science-based
natural food supplement products that are distributed mainly
through the health food store and health care practitioner
channels in North America and Europe.

The stable outlook reflects Standard & Poor's expectation that
Atrium will maintain its niche market position and generate
consistent profit and free cash flow due to the favorable
demographics of the VMS industry, which should enable the company
to improve credit ratios modestly in the next few years.

S&P could lower the ratings if profit declines, potentially due to
product recalls or competitive pressures stemming from lower
pricing or new products; or if debt increases because of
acquisitions or shareholder distributions, such that credit ratios
deteriorate (including EBITDA cash interest coverage below 2x); or
if the company's leverage covenant cushion level falls to less
than 10% should the covenant apply.

Although unlikely over the next year, S&P could raise the ratings
if it believes Atrium's financial policy will become more
conservative, enabling it to sustain leverage close to 4.5x and
FFO to debt in the 15% area.  S&P estimates this could occur if
Atrium reduces debt by about US$175 million or if EBITDA increases
by about 30%.


AUTOTRADER.COM INC: S&P Raises Corp. Credit Rating From 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on Atlanta-based AutoTrader.com Inc. by one notch to 'BBB-'
from 'BB+'.  The outlook is stable.

At the same time, S&P raised all issue-level ratings on the
company's debt by one notch to 'BBB-', in accordance with S&P's
notching criteria.

"The upgrade by one notch to 'BBB-' reflects Cox Enterprises'
recent repurchase of the 25% stake it had previously sold to
Providence Equity Partners, bringing their total stake to 98%,"
said Standard & Poor's credit analyst Chris Valentine.

This financial investment and the size of the ownership is
evidence the investment is unlikely to be sold over the near term,
is important to the strategy of Cox, and has the commitment of
management.  S&P now views Autotrader.com to be strategically
important to Cox, resulting in a one-notch-lower rating than the
group rating profile of Cox Inc. of 'BBB'.  Autotrader.com's
stand-alone credit profile (SACP) remains 'bb' and Cox
Enterprises' group credit profile (GCP) is 'bbb'.

The rating outlook is stable, largely reflecting the stable
outlook on Cox Enterprises Inc., Cox's 98% ownership of
AutoTrader.com, and S&P's view of AutoTrader.com as strategically
important to Cox.  Cox's outlook is stable due to the company's
good revenue visibility from the subscription-based business model
of its key cable unit, coupled with the continued prudent
financial policy of this family-controlled company.  S&P expects
that AutoTrader.com will continue to reduce debt leverage with
discretionary cash flow, maintain an adequate margin of compliance
above 20% while meeting covenant step-downs, and demonstrate
satisfactory liquidity over the intermediate term.

An upgrade of Autotrader.com would mostly likely reflect an
upgrade of Cox.  S&P expects that Cox's consolidated EBITDA growth
will be limited by the maturity of the core cable segment as well
as rising programming costs.  Further, S&P expects the pace of any
debt reduction to be restrained.  As a result, S&P do anticipate
that debt leverage at Cox will decline to the 2x level over the
next two years, which would warrant consideration of a rating
upgrade.  An upgrade could also result from a shift in strategy at
Cox that causes S&P to revise its assessment of AutoTrader.com to
"core" to Cox.

At Cox S&P views chances of a downgrade as fairly small over the
next one to two years.  S&P believes Cox's key cable unit should
be able to offset continuing competitive video subscriber losses
with growth in high speed data, potential selective rate
increases, and further inroads into the fast-growing commercial
services segment.  A downgrade could also result from a shift in
strategy at Cox that alters S&P's view of AutoTrader.com as
strategically important.


BEAMZ INTERACTIVE: Reports $2.1-Mil. Net Loss for Sept. 30 Quarter
------------------------------------------------------------------
Beamz Interactive, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $2.1 million on $9,523 of net sales for the three
months ended Sept. 30, 2013, compared to a net loss of $552,107 on
$103,124 of net sales for the same period in 2012.

The Company's balance sheet at Sept. 30, 2013, showed $1.65
million in total assets, $3.71 million in total liabilities, and
stockholders' deficit of $2.06 million.

"The Company has not yet established an ongoing source of revenue
sufficient to cover its operating costs, which raises doubts about
the ability of the Company to continue as a going concern.  In
order to continue as a going concern, the Company will need to
generate additional revenue and obtain additional capital to fund
its operating losses and service its obligations.  Management of
the Company has developed a strategy, which it believes will
accomplish this objective through additional equity funding and
long term financing, which will enable the Company to operate for
the coming year, though there can be no assurance that the
Company?s efforts will be successful.  The Company's independent
registered public accounting firm has included an explanatory
paragraph regarding the uncertainty about the Company's ability to
continue as a going concern in their audit report attached to our
financial statements for the years ended June 30, 2013 and 2012,"
the Company said in the regulatory filing.

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

                        http://is.gd/d4yjBX

Beamz Interactive, Inc., is a recreational musical instrument and
music entertainment product that enables people of all ages and
skill levels to have fun creating and playing music.


BEN ENNIS: Court OKs Hiring of Stapleton Group as Property Manager
------------------------------------------------------------------
David Stapleton, the plan administrator of Ben Ennis, sought and
obtained permission from the Hon. Fredrick E. Clement of the U.S.
Bankruptcy Court for the Eastern District of California to employ
The Stapleton Group as property manager, effective Oct. 1, 2013.

The application included a request for authority for the Stapleton
Group to manage the real properties vested in the name of Ennis
Enterprises, LLC and Ennis Enterprises, a general partnership.

The Court authorized the plan administrator to pay The Stapleton
Group $18,500 per month plus expenses.  The $18,500 per month fee
will be apportioned between the assets of Ennis Commercial
Properties, LLC and the former assets of Ben A. Ennis.

David Stapleton, president of Stapleton Group, 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.

Stapleton Group can be reached at:

       David Stapleton
       STAPLETON GROUP
       515 South Flower Street, 36th Floor
       Los Angeles, CA 90071
       Tel: (213) 236-3597
       Fax: (213) 235-0620

                        About Ben Ennis

Porterville, California-based Ben Ennis, dba Ennis Homes, LLC,
filed its Chapter 11 Petition on Oct. 25, 2010, with Bankruptcy
Case No. 10-62315, before the U.S. Bankruptcy Court Eastern
District of California (Fresno).  Judge Frederick E. Clement
oversees the case.  Elizabeth E. Waldow, Esq., Riley C. Walter,
Esq., and Michael L. Wilhelm, Esq., represent the Debtor as
counsel.

Justin D. Harris, Esq., represents Chapter 11 Trustee Terence J.
Long as counsel.


BERNARD L. MADOFF: Appeal for $1.4 Billion Goes to Circuit Court
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that whether creditors of Bernard L. Madoff Investment
Securities Inc. are entitled to pre-bankruptcy interest on their
claims is an issue the U.S. Circuit Court of Appeals in Manhattan
will decided without an intermediate appeal in federal district
court.

According to the report, in September last year, U.S. Bankruptcy
Judge Burton R. Lifland ruled that customers aren't entitled to
inflate their claims to reflect how long they invested in the
Ponzi scheme. Resolving the appeal in favor of the Madoff trustee
will allow distribution of $1.38 billion to fraud victims.

When Judge Lifland issued his decision, the judge said he favored
a direct appeal to the circuit court, the report related.

In October, Madoff trustee Irving Picard and several customers
filed papers with the appeals court jointly seeking a direct
appeal. On Jan. 22, the appeals court granted the direct appeal,
calling on the parties to file all their briefs within about four
months, meaning that the appeal could be heard around mid-year,
the report related.

The appeals court won't be writing on a blank slate, the report
further related.  In August 2011 the circuit court ruled in the
Madoff liquidation that fictitious account statements issued to
customers must be disregarded in calculating claims, because no
securities were ever purchased on their behalf. Instead, the
appeals court said that claims are correctly calculated on the
basis of cash invested less cash taken out, thus disregarding
fictitious profits shown on account statements.

The appeal is In re Madoff, 13-4106, U.S. Court of Appeals for the
Second Circuit (Manhattan).

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BIOLIFE SOLUTIONS: To Effect a 1-for-14 Reverse Stock Split
-----------------------------------------------------------
Pursuant to the authorization previously granted by BioLife
Solutions, Inc.'s stockholders, the Company's Board of Directors
has fixed 1-for-14 as the ratio for its previously announced
reverse stock split.  The Company anticipates that the reverse
stock split will be effective at the market opening on Jan. 29,
2014.  The reverse stock split is intended to facilitate the
listing of BioLife's common stock on the NASDAQ Capital Market(R).

Mike Rice, BioLife Solutions CEO, commented, "We are completing
our first step in our previously-announced financial transactions
to list on the NASDAQ Capital Market.  If our application is
approved, we believe that the NASDAQ listing will create the
conditions for BioLife Solutions to gain access to a broader
institutional investment community, strengthen our financing
flexibility, and provide greater liquidity for our shareholders."

When the reverse stock split becomes effective, every fourteen
(14) shares of common stock outstanding will automatically combine
into one (1) new share of common stock with no change in par value
per share.  This will reduce the number of shares of common stock
outstanding from approximately 70 million to approximately 5
million.  The Company's authorized number of shares of common
stock will be unchanged following the reverse stock split.  The
reverse stock split will affect all issued and outstanding shares
of the company's common stock, as well as common stock underlying
stock options and warrants outstanding immediately prior to the
effectiveness of the reverse stock split.  In connection with the
reverse stock split, the CUSIP number for the common stock will
change to 09062W204.

Except for adjustments that may result from the treatment of
fractional shares, which will be rounded up to the nearest whole
number on a certificate-by-certificate basis, each stockholder
will beneficially hold the same percentage of common stock
immediately following the reverse stock split as they held
immediately prior to the reverse stock split.

Stockholders holding certificated shares or shares through a
brokerage account will have their shares automatically adjusted to
reflect the reverse stock split as of the effective date.
Although the issuance of new stock certificates will not be
required, stockholders may obtain a new certificate from the
Company's transfer agent, which is American Stock Transfer & Trust
Company, LLC.

On Dec. 16, 2013, BioLife announced that its two debt holders have
agreed to convert the Company's entire secured debt of
approximately $14 million in principal and accrued interest into
equity in connection with the Company's next equity financing.

                      About BioLife Solutions

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

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


BIOLIFE SOLUTIONS: Amends 2.1 Million Units Prospectus
------------------------------------------------------
BioLife Solutions, Inc., amended its registration statement on
Form S-1 relating to the offering 2,150,000 units, each unit
consisting of one share of common stock, $0.001 par value and one-
half of one common stock warrant at a public offering price of
$[__] per unit.

The warrants will become exercisable and separately transferable
from the shares upon the closing of this offering.  At any time
until five years following the date of the closing, each whole
warrant entitles the holder to purchase one share at an exercise
price of $[__], subject to adjustment.

The Company's common stock is currently quoted on the OTCQB, under
the symbol "BLFS".  The Company has applied to list its common
stock on the Nasdaq Capital Market under the symbol "BLFS".  As of
Jan. 21, 2014, the last reported sale price of the Company's
common stock was $ 8.40 per share on the OTCQB, as adjusted for
the Company's planned 1-for-14 reverse stock split.  The Company
does not intend to apply for listing of the warrants on any
securities exchange or other trading system.

The Company has retained Ladenburg Thalmann & Co. Inc. to act as
its exclusive placement agent in connection with this offering
until the expiration date of the offering.  The Company intends to
enter into a placement agency agreement with the placement agent,
relating to the units offered by this prospectus.

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

                         http://is.gd/JiLfci

                       About BioLife Solutions

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

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


BIOFUELS POWER: Amends 2012 Form 10-K and Q3 Form 10-Q
------------------------------------------------------
Biofuels Power Corporation amended its financial reports for the
quarterly period ended Sept. 30, 2013, and fiscal year ended
Dec. 31, 2012, to correct dates reported in the Controls and
Procedures paragraph and dates reported in the Management's Report
on Internal Control over Financial Reporting paragraph.  Copies of
the amendments are available for free at:

                        http://is.gd/ywawPL
                        http://is.gd/z6bSHR

                           Biofuels Power

Humble, Tex.-based Biofuels Power Corporation is a distributed
energy company that is pioneering the use of biodiesel to fuel
small electric generating facilities that are located in close
proximity to end-users.  BPC's first power plant is currently
located near Houston, Texas in the city of Oak Ridge North.

Biofuels Power disclosed net income of $342,456 on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$1.28 million on $0 of revenue during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $1.21
million in total assets, $5.91 million in total liabilities and a
$4.70 million total stockholders' deficit.

Clay Thomas, P.C., in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered significant losses and will require
additional capital to develop its business until the Company
either (1) achieves a level of revenues adequate to generate
sufficient cash flows from operations; or (2) obtains additional
financing necessary to support its working capital requirements.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.


BOREAL WATER: Reports Non-Reliance on Financial Statements
----------------------------------------------------------
During the course of receiving comments from the U.S. Securities
and Exchange Commission Staff regarding the financial statements
contained in the Company's Form 10, Boreal Water Collection, Inc.,
has restated its financial statements in its series of amended
Form 10s.  The first comment letter is dated Sept. 5, 2012.  The
date of receipt of these comments is the date the Company's
principal officer concluded that because changes in the Company's
financial statements would be made in its amended Form 10 filing,
that the Company's previously filed financial statements could not
be relied upon.

The Company has restated its financial statements as of and for
the years ending Dec. 31, 2010, and Dec. 31, 2011, to recognize a
loss on extinguishment of debt, the difference between the
reacquisition price, (the fair value of common stock issued) and
net carrying amount of the extinguished debt.  FASB ASC Topic 470-
50-40 provides that the difference between the net carrying amount
of the extinguished debt and the reacquisition price be recognized
currently in the period of extinguishment.  The Company did not
recognize the loss of extinguishment of debt in its original
filing; it recorded the reacquisition price solely against common
stock and additional paid-in capital, without giving recognition
to the loss on extinguishment of debt.  Subsequent recognition of
the loss on extinguishment debt resulted in an extraordinary item
loss of $445,767 for the year ended Dec. 31, 2011, and $185,640
for the year ended Dec. 31, 2010.

                        About Boreal Water

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

The Company reported a net loss of $822,902 on $2.7 million of
sales in 2012, compared with a net loss of $1.3 million on
$2.7 million of sales in 2011.

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

The Company's balance sheet at Dec. 31, 2012, showed $3.74 million
in total assets, $3.91 million in total liabilities, and
stockholders' deficit of $173,084.


BUFFALO PARK: Court Approves Hiring of Robert Greeley as Appraiser
------------------------------------------------------------------
Owners of Buffalo Park Development Properties, Inc., Ronald P.
Lewis and Carol J. Lewis, sought and obtained authorization from
the U.S. Bankruptcy Court for the District of Colorado to employ
Robert Greeley Appraisal LLC as appraiser, nunc pro tunc to
Jan. 10, 2014.

The Owners requires Robert Greeley to perform certain professional
services for them, including the preparation of appraisals on
certain of the Debtors' residential rental properties and
potential testimony at the confirmation hearing.

Robert Greeley agreed to perform the appraisal at a rate of $400
per appraisal.  Any court deposition appearance, and preparation
for the same, will be billed at the rate of $160 per hour.

The Debtors paid Robert Greeley a retainer of $1,000 on or about
Jan. 13, 2014 in order to undertake this case.  A separate motion
to approve the retainer will be filed.

Robert Greeley can be reached at:

       Robert Greeley
       ROBERT GREELEY APPRAISAL, LLC
       26982 Coopers Trl
       Evergreen, CO 80439

         About Buffalo Park Development Properties

Buffalo Park Development Properties, Inc., filed a Chapter 11
petition (Bankr. D. Colo. Case No. 13-17669) on May 7, 2013.
Ronald P. Lewis signed the petition as owner and CEO.  Buffalo
Park disclosed $20,777,601 assets and $11,294,567 liabilities in
its schedules.  Robert Padjen, Esq., at Laufer and Padjen LLC
serves as counsel to Buffalo Park. Judge Elizabeth E. Brown
presides over the case.

Formed in 1964, Buffalo Park is a real estate development,
construction, management and sales business.  It has developed and
sold numerous subdivisions and currently has several land
developments in progress.  Buffalo Park owns and operates
community water companies that require a licensed water works
operator and owns a commercial business center.

Owners of Buffalo Park -- Ronald P. Lewis and Carol J. Lewis --
filed for protection under Chapter 11 of the Bankruptcy Code on
March 21, 2012.  The Lewises have been investing in, developing
and managing real property for more than 60 years.

The Bankruptcy Court granted joint administration of the two
estates on July 18, 2013.


CALDERA PHARMACEUTICALS: Has $540K Net Loss in Sept. 30 Quarter
---------------------------------------------------------------
Caldera Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $540,108 on $60,628 of sales for the three months
ended Sept. 30, 2013, compared to a net income of $215,808 on
$582,925 of sales for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed
$2.14 million in total assets, $3.1 million in total liabilities,
and a stockholders' deficit of $1.09 million.

"[T]he Company incurred a net loss of $2,350,606 and $413,539
during the nine months ended September 30, 2013 and 2012,
respectively. As of September 30, 2013, the Company had an
accumulated deficit of $11,357,932. The Company had a working
capital deficiency of $1,500,503, including a non-cash derivative
liability of $1,475,975 as of September 30, 2013.  These operating
losses and working capital deficiency create an uncertainty about
the Company?s ability to continue as a going concern.  Although no
assurances can be given, management of the Company believes that
potential additional issuances of equity or other potential
financing will provide the necessary funding for the Company to
continue as a going concern.  The unaudited consolidated financial
statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.  The
Company is economically dependent upon future capital
contributions or financing to fund ongoing operations," the
Company said in the regulatory filing.

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

                         http://is.gd/I7V1kP

                           About Caldera

Based in Cambridge, Massachusetts, Caldera Pharmaceuticals, Inc.,
is a drug discovery and pharmaceutical services company that is
based on a proprietary x-ray fluorescence technology, called
XRpro(R).


CAPITOL BANCORP: Court Approves Settlement with G3 Properties
-------------------------------------------------------------
Judge Marci B. McIvor of the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division, approved the settlement
between Capitol Bancorp Ltd., et al., and G3 Properties, LLC, et
al., regarding the state court litigation styled G3 Properties,
LLC et al. v. Capitol Bancorp Ltd., et al., Ingham County Circuit
Court, Case No. 11-39-CZ.

The state court action, together with another state court action,
concern the G3 parties' allegations that certain individuals
caused a purportedly unauthorized transfer of $6.0 million to be
made from CDBL VIII to CBC without requisite approval of all
shareholders of CDBL VIII, and other related claims of the
defendants against the G3 Parties.

The G3 Claims are allowed in the aggregate amount of $2,250,000;
provided, however, that the G3 Claims will be deemed fully paid
and satisfied upon the payment of the settlement amount.  The
settlement amount will be paid from proceeds of the D&O Policy and
that payment will reduce the available limit of liability under
the D&O Policy.

The G3 Plan objection is deemed withdrawn with prejudice;
provided, however, that any release, exculpation, injunctions or
similar relief in the Plan or any order confirming the Plan
approving the same will not apply to the G3 Parties unless and
until the settlement amount is paid in full.

                     About Capitol Bancorp

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

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

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

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

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

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

On Jan. 1, 2014, Capitol Bancorp and its affiliate, Financial
Commerce Corporation, completed the sale, assignment and transfer
of assets to Talmer Bancorp, Inc.  Immediately prior to the
completion of the transaction, Indiana Community Bank, an Indiana
state-chartered bank, Bank of Las Vegas, a Nevada state-chartered
bank and Sunrise Bank of Albuquerque, a New Mexico state-chartered
bank were merged with and into Michigan Commerce Bank, a Michigan
state-chartered bank, with Michigan Commerce Bank as the surviving
entity -- the "Surviving Bank".  Capitol, through its affiliate
FCC, previously owned all of the issued and outstanding shares of
capital stock of each of Indiana Community Bank, Michigan Commerce
Bank, Bank of Las Vegas, and Sunrise Bank of Albuquerque.

Capitol, FCC and Talmer, owned by Wilbur Ross, entered into a
Stock Purchase Agreement on October 11, 2013, to sell, assign and
transfer to Talmer: (i) all of the issued and outstanding shares
of common stock of the Surviving Bank; (ii) all bank related
contracts; (iii) all right, title and interest to any proceeds
received or to be received after December 31, 2012 related to any
such contract; (iv) all of the trademarks and service marks
registered to Capitol; and (v) certain other assets of Capitol and
FCC for a cash purchase price of $4.0 million.  In addition,
Talmer agreed to make an equity contribution into the Surviving
Bank at closing in the amount of up to $90 million and to pay $2.5
million of certain post-petition administrative fees and expenses
incurred in Capitol and FCC's bankruptcy cases, and with respect
to any contract or agreement to which Capitol or FCC is a party,
pay the amount required to be paid with respect to such contract
or agreement to cure all monetary defaults under such contract or
agreement to the extent required by Section 365(b) of Chapter 11
of the Bankruptcy Code.


CAPITOL BANCORP: Plan Confirmed Following Settlement Approval
-------------------------------------------------------------
Judge Marci B. McIvor of the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division, approved the settlement
between Capitol Bancorp Ltd., et al., and the Official Committee
of Unsecured Creditors, which settlement allows approval of the
Chapter 11 plan at a confirmation hearing.

As previously reported by The Troubled Company Reporter, the
settlement modifies the plan by giving no releases to officers and
directors.  Claims belonging to Capitol are transferred to the
liquidating trust for prosecution on behalf of creditors.
Officers and directors won't be required to reach into their own
pockets to settle suits because the plan will provide that
recoveries can be made only from insurance policies.

The settlement also resolve appeals the Creditors' Committee was
taking from bankruptcy court approval of the sale of the remaining
bank subsidiaries to Wilbur Ross's Talmer Bancorp Inc.  The
Committee is also dropping its appeal from approval of a
settlement with the Federal Deposit Insurance Corp.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
related that before the settlement, the plan didn't work because
classes representing senior noteholders, holders of trust-
preferred securities and general unsecured creditors all voted
?no.?

                     About Capitol Bancorp

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

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

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

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

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

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

On Jan. 1, 2014, Capitol Bancorp and its affiliate, Financial
Commerce Corporation, completed the sale, assignment and transfer
of assets to Talmer Bancorp, Inc.  Immediately prior to the
completion of the transaction, Indiana Community Bank, an Indiana
state-chartered bank, Bank of Las Vegas, a Nevada state-chartered
bank and Sunrise Bank of Albuquerque, a New Mexico state-chartered
bank were merged with and into Michigan Commerce Bank, a Michigan
state-chartered bank, with Michigan Commerce Bank as the surviving
entity -- the "Surviving Bank".  Capitol, through its affiliate
FCC, previously owned all of the issued and outstanding shares of
capital stock of each of Indiana Community Bank, Michigan Commerce
Bank, Bank of Las Vegas, and Sunrise Bank of Albuquerque.

Capitol, FCC and Talmer, owned by Wilbur Ross, entered into a
Stock Purchase Agreement on October 11, 2013, to sell, assign and
transfer to Talmer: (i) all of the issued and outstanding shares
of common stock of the Surviving Bank; (ii) all bank related
contracts; (iii) all right, title and interest to any proceeds
received or to be received after December 31, 2012 related to any
such contract; (iv) all of the trademarks and service marks
registered to Capitol; and (v) certain other assets of Capitol and
FCC for a cash purchase price of $4.0 million.  In addition,
Talmer agreed to make an equity contribution into the Surviving
Bank at closing in the amount of up to $90 million and to pay $2.5
million of certain post-petition administrative fees and expenses
incurred in Capitol and FCC's bankruptcy cases, and with respect
to any contract or agreement to which Capitol or FCC is a party,
pay the amount required to be paid with respect to such contract
or agreement to cure all monetary defaults under such contract or
agreement to the extent required by Section 365(b) of Chapter 11
of the Bankruptcy Code.


CATASYS INC: Reconstitutes Board of Directors
---------------------------------------------
As set forth in the Information Statement on Schedule 14F-1 filed
with the U.S. Securities and Exchange Commission on Jan. 22, 2014,
on the 10h day following the mailing of the 14F Information
Statement, there will be a change in the Company's board of
directors.

Jay Wolf, who served as the Company's lead director, Kelly McCrann
and Andrea Grubb Barthwell, M.D., who served as members of the
Company's Board of Directors, respectively, each tendered his or
her resignation as a director, with the resignation of Mr. Wolf to
be effective Jan. 20, 2014, and the resignations of Mr. McCrann
and Ms. Grubb Barthwell to be effective on the Board
Reconstitution Date.  Effective on the Board Reconstitution Date,
the Company has appointed David Smith, Marvin Ingelman, Minal
Patel, MD, MPH, Richard Berman, and Steven Kriegsman as directors
whose terms will expire in one year.  It has not yet determined
which committee's each of the directors will sit on at this time.
After the Board Reconstitution Date, the Board will consist of
David Smith, Marvin Ingelman, Minal Patel, MD, MPH, Richard
Berman, Steven Kriegsman, Richard A. Anderson and Terren S.
Peizer.

Shamus, LLC, which David Smith is the beneficial owner of and who
is also an affiliate of the Company, entered into security
purchase agreements with the Company, relating to the sale and
issuance of an aggregate of 1,187,783 shares of the Company's
common stock, par value $0.0001 per share, and warrants to
purchase an aggregate of 1,187,783 shares of Common Stock, at an
exercise price of $0.58 per share, for aggregate gross proceeds of
approximately $728,000 during 2013.

Although a majority of the Board of Directors will change on the
Board Reconstitution Date, the Company does not consider this to
be a change of control.

                         About Catasys Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

Catasys disclosed a net loss of $11.64 million on $541,000 of
total revenues for the 12 months ended Dec. 31, 2012, as compared
with a net loss of $8.12 million on $267,000 of total revenues in
2011.

The Company's balance sheet at Sept. 30, 2013, showed $2.08
million in total assets, $18.68 million in total liabilities and a
$16.59 million total stockholders' deficit.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred significant operating losses and
negative cash flows from operations during the year ended Dec. 31,
2012, which raise substantial doubt about the Company's ability to
continue as a going concern.


CENVEO INC: S&P Puts 'B-' CCR on CreditWatch Negative
-----------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating on Cenveo Inc., along with all issue-level ratings
on its debt, on CreditWatch with negative implications.

"We based the CreditWatch placement on our view that Cenveo's
cushion of compliance with its total leverage covenant is less
than 15%.  In December, Cenveo did not complete the proposed
repricing of its term loan that would have alleviated the
company's covenant compliance pressure," said credit analyst Peter
Bourdon.  "Since the 6.5x total leverage covenant is still in
effect, we expect the company's cushion of compliance will remain
thin, well below 15%, until the company is able to amend its
covenants."

S&P could lower the rating if the company is unable to amend its
total leverage covenant in a timely manner.  Alternatively, S&P
could affirm the ratings and remove them from CreditWatch if the
company is able to amend its covenants so that it has a
sustainable cushion of compliance greater than 15%.


CEREPLAST INC: Cancels Stock Purchase Agreement with Ironridge
--------------------------------------------------------------
Cereplast, Inc., on Jan. 20, 2014, notified Ironridge Technology
Co., a division of Ironridge Global IV, Ltd., that Ironridge is in
material breach of a Stock and Purchase Agreement and therefore,
effectively immediately, the Company is terminating the Agreement.

The Company previously entered into the Agreement with Ironridge
for the sale of up to $5,000,000 shares of convertible redeemable
Series A Preferred Stock.  To date, Ironridge has purchased only
$2,970,000 of the Series A Preferred Stock.  The Agreement
prohibited Ironridge from engaging in various activities that
could be harmful to the Company.

The Company is currently exploring additional financing options as
a replacement.

                           About Cereplast

El Segundo, Calif.-based Cereplast, Inc., has developed and is
commercializing proprietary bio-based resins through two
complementary product families: Cereplast Compostables(R) resins
which are compostable, renewable, ecologically sound substitutes
for petroleum-based plastics, and Cereplast Sustainables(TM)
resins (including the Cereplast Hybrid Resins product line), which
replaces up to 90% of the petroleum-based content of traditional
plastics with materials from renewable resources.

Cereplast disclosed a net loss of $30.16 million in 2012, as
compared with a net loss of $14 million in 2011.

HJ Associates & Consultants, LLP, in Salt Lake City, Utah, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered significant recurring
losses, has a significant accumulated deficit, and has
insufficient working capital to fund planned operations.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $14.30
million in total assets, $36.72 million in total liabilities and a
$22.42 million total shareholders' deficit.

                 Going Concern/Bankruptcy Warning

"We have incurred a net loss of $34.0 million for the nine months
ended September 30, 2013, and $30.2 million for the year ended
December 31, 2012, and have an accumulated deficit of $121.1
million as of September 30, 2013.  Based on our operating plan,
our existing working capital will not be sufficient to meet the
cash requirements to fund our planned operating expenses, capital
expenditures and working capital requirements through December 31,
2013 without additional sources of cash.  This raises substantial
doubt about our ability to continue as a going concern.

"Our plan to address the shortfall of working capital is to
generate additional cash through a combination of refinancing
existing credit facilities, incremental product sales and raising
additional capital through debt and equity financings.  We are
confident that we will be able to deliver on our plans, however,
there are no assurances that we will be able to obtain any sources
of financing on acceptable terms, or at all.

"If we cannot obtain sufficient additional financing in the short-
term, we may be forced to curtail or cease operations or file for
bankruptcy," the Company said in the quartery report for the
period ended Spet. 30, 2013.


CERTENEJAS INC: Motel Operator Wins Approval of Exit Plan
---------------------------------------------------------
Certenejas Incorporado confirmed its Plan of Reorganization dated
Sept. 28, 2012, as supplemented, pursuant to which, Banco Popular
de Puerto Rico, holder of a $40.4 million claim secured by
substantially all assets of the Debtor, will recover 100 percent.

The Plan order is dated Jan. 14.

As reported in the Trouble Company Reporter on June 5, 2013, the
plan provided that on the effective date, the Debtor will
surrender, as payment in kind to BPPR or will consent to the
foreclosure of the Motel Molino Azul (valued at $6.95 million),
Motel Molino Rojo ($5.60 million), Motel Las Palmas ($8.50
million), Motel El Rio ($6.67 million), and Motel El Eden ($3.25
million), and a parcel of land in Rio Grand, Puerto Rico ($1.45
million).  The Debtor will retain the real property known as Motel
Flor Del Valle (valued at $4.5 million).  The balance of BPPR's
secured claim for $4.5 million will be paid through monthly
payments with a balloon payment of $4.32 million on Dec. 31, 2014.

Holders of general unsecured claims aggregating $4.65 million will
recover 1 percent under the plan.

As reported in the TCR on Jan. 11, 2013, the Court approved the
disclosure statement describing the plan.  A copy of the
Disclosure Statement is available for free at:

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

                    About Certenejas Incorporado

Certenejas Incorporado -- aka Hotel Flor Del Valle, Motel El
Eden, Motel Molino Azul, Motel Molino Rojo, Motel Las Palmas, and
Motel El Rio -- owns motels or short-term guest houses in Puerto
Rico.  It filed a Chapter 11 petition (Bankr. D.P.R. Case No.
12-02806) in Old San Juan, Puerto Rico, on April 11, 2012.  The
Debtor disclosed US$27.68 million in assets and US$45.29 million
in debts as of the Chapter 11 filing.  Charles Alfred Cuprill,
Esq., serves as the Debtor's counsel.  The petition was signed by
Luis J. Meaux Vazquez, president.

Certenejas Incorporado and three of its affiliates previously
sought Chapter 11 bankruptcy protection (Bankr. D.P.R. Case Nos.
09-08470 to 09-08473) on Oct. 2, 2009.  The affiliates are
Rojoazul Hotel, Inc., Jonathan Corporation, and Silvernugget
Development Corporation.  According to the schedules filed in the
2009 case, Certenejas Incorporado had total assets of
US$13,800,000, and total debts of US$41,596,637.  The petition was
signed by Luis J. Meaux Vazquez, the Company's president.


CERTENEJAS INC: To Pay $541,504 in PR Tourism Co. Settlement
------------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico approved an agreement/stipulation
between Certenejas Incorporado and creditor Puerto Rico Tourism
Company.

During the bankruptcy proceedings, the Debtor and PR Tourism
conducted negotiations with respect to the payment of PR Tourism's
claim which amounts to $703,176.  The parties eventually agreed
that:

     1) the Debtor will pay the reduced amount of $541,504, plus
        interest;

     2) the reduction of the amount included in PR Tourism's claim
        is solely made to permit Debtor to meet its payment
        obligations; and

     3) no modification, amendment or waiver of any of the
        provisions of the stipulation will be effective unless
        in writing and signed by the appearing parties.

                    About Certenejas Incorporado

Certenejas Incorporado -- aka Hotel Flor Del Valle, Motel El
Eden, Motel Molino Azul, Motel Molino Rojo, Motel Las Palmas, and
Motel El Rio -- owns motels or short-term guest houses in Puerto
Rico.  It filed a Chapter 11 petition (Bankr. D.P.R. Case No.
12-02806) in Old San Juan, Puerto Rico, on April 11, 2012.  The
Debtor disclosed US$27.68 million in assets and US$45.29 million
in debts as of the Chapter 11 filing.  Charles Alfred Cuprill,
Esq., serves as the Debtor's counsel.  The petition was signed by
Luis J. Meaux Vazquez, president.

Certenejas Incorporado and three of its affiliates previously
sought Chapter 11 bankruptcy protection (Bankr. D.P.R. Case Nos.
09-08470 to 09-08473) on Oct. 2, 2009.  The affiliates are
Rojoazul Hotel, Inc., Jonathan Corporation, and Silvernugget
Development Corporation.  According to the schedules filed in the
2009 case, Certenejas Incorporado had total assets of
US$13,800,000, and total debts of US$41,596,637.  The petition was
signed by Luis J. Meaux Vazquez, the Company's president.


CHA CHA ENTERPRISES: Can Use Wells Fargo Cash Until Feb. 23
-----------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California will convene a hearing on Feb. 21,
2014, at 3:15 p.m., to consider Cha Cha Enterprises, LLC's motion
for continued use of cash collateral in which Wells Fargo Bank,
N.A., asserts an interest.

Meanwhile, the Debtor will have continued access to the cash
collateral through Feb. 23, according to the Court's 10th interim
order.

The 10th interim order also provides that on Feb. 1, the Debtor
will pay the Bank a further adequate protection payment in the
amount equal to the sum of (i) the monthly payment of principal
and interest at the non-default rate that will be due and owing by
the Debtor to the Bank pursuant to the term notes on the payment
date; and (ii) the monthly payment required to be paid pursuant to
the SWAP documents on that payment date.

As reported in the Troubled Company Reporter on Dec. 30, 2013, as
adequate protection for the Debtor's use of cash collateral, the
Debtor will make these adequate protection payments to the Bank:
(1) the amount equal to the sum of (i) the monthly payment of
principal and interest at the non-default rate that will be due
and owing by the Debtor to the Bank pursuant to (a) the term note
dated May 15, 2006, in the original principal amount of
$10 million; (b) the term note dated April 1, 2009, in the
original principal amount of $3.26 million; (c) the term note
dated Jan. 22, 2010, in the original principal amount of
$3.37 million; and (d) the term note dated Jan. 22, 2010, in the
original principal amount of $1.06 million, each made by the
Debtor to the order of the Bank, on that payment date; and (ii)
monthly payment required to be paid by the Debtor to the Bank
pursuant to the swap documents executed by the Debtor in favor of
the Bank for Trade Nos. 89372, 518708, 611495, and 611496, on that
payment date.

                     About Cha Cha Enterprises

Cha Cha Enterprises, LLC, is a California limited liability
company formed in 1998 to purchase a fee interest in property
located at 1775 Story Road, San Jose, California and a leasehold
interest in  property located at 1745 Story Road in San Jose.  Cha
Cha's primary business is the rental of real property.

Cha Cha filed a Chapter 11 petition (Bankr. N.D. Cal. Case
No. 13-53894) on July 22, 2013.  The Debtor estimated at least
$10 million in assets and liabilities.

An affiliate, Mi Pueblo San Jose, Inc., sought Chapter 11
protection (Case No. 13-53893) on the same day.  The cases are not
jointly administered.

Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby
& Pascuzzi LLP serves as counsel.

Nicolas De Lancie, Esq., at Jeffer Mangels Butler & Mitchell LLP
Robert B. Kaplan, P.C. represents secured creditor Wells Fargo
Bank, N.A.


CHA CHA ENTERPRISES: Jan. 30 Hearing on Exclusivity Extension Bid
-----------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Jan. 30, 2014, at
2:15 p.m., to consider Cha Cha Enterprises, LLC's motion for
extension of its exclusivity periods.

Paul J. Pascuzzi, Esq., at Willoughby & Pascuzzi LLP, on behalf of
the Debtor, asked the Court to extend the Debtor's exclusive
periods to file a plan of reorganization until May 19, 2014; and
solicit acceptances for that plan also until May 19.

Mr. Pascuzzi said that substantially all of Cha Cha's income
derives from rent from its related entity, Mi Pueblo San Jose,
Inc., as well as Cha Cha's business operations in Mi Pueblo's 21
grocery stores.  The formulation of Cha Cha's plan depends upon
Mi Pueblo's future business operations.  Mi Pueblo is also in
chapter 11 and needs additional time to finalize its future
financing before Mi Pueblo will know how it will emerge from
chapter 11.

                     About Cha Cha Enterprises

Cha Cha Enterprises, LLC, is a California limited liability
company formed in 1998 to purchase a fee interest in property
located at 1775 Story Road, San Jose, California and a leasehold
interest in  property located at 1745 Story Road in San Jose.  Cha
Cha's primary business is the rental of real property.

Cha Cha filed a Chapter 11 petition (Bankr. N.D. Cal. Case
No. 13-53894) on July 22, 2013.  The Debtor estimated at least
$10 million in assets and liabilities.

An affiliate, Mi Pueblo San Jose, Inc., sought Chapter 11
protection (Case No. 13-53893) on the same day.  The cases are not
jointly administered.

Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby
& Pascuzzi LLP serves as counsel.

Nicolas De Lancie, Esq., at Jeffer Mangels Butler & Mitchell LLP
Robert B. Kaplan, P.C. represents secured creditor Wells Fargo
Bank, N.A.


CHA CHA ENTERPRISES: Jan. 30 Hearing to Move Lease Decision Period
------------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Jan. 30, 2014, at
2:15 p.m., to consider Cha Cha Enterprises, LLC's motions related
to the extension of its time to assume or reject nonresidential
real property leases.

The Debtor seeks authorization to (i) enter into stipulations with
its lessors to further extend the deadline to assume or reject
certain unexpired leases of nonresidential real property; (ii)
enter into stipulations with respect to properties for which the
Debtor is a lessor to Mi Pueblo San Jose, Inc.; and (ii) approve
procedures proposed for those stipulations.

The Debtor related that its lessors include:

   a) Bernard Berger for estate of Marion Flapman;
   b) Bedford Plaza Associates;
   c) 1630 High Street, LLC;
   d) Albertson's LLC;
   e) Capitol Square Partners;
   f) Overaa Associates, LLC; and
   g) Fleming Business Park, LLC

The Debtor noted that Mi Pueblo also has filed a chapter 11
bankruptcy case due in large part to the actions of Wells Fargo
Bank, N.A. in connection with Mi Pueblo's non-monetary defaults of
loans guaranteed by Cha Cha.

                     About Cha Cha Enterprises

Cha Cha Enterprises, LLC, is a California limited liability
company formed in 1998 to purchase a fee interest in property
located at 1775 Story Road, San Jose, California and a leasehold
interest in  property located at 1745 Story Road in San Jose.  Cha
Cha's primary business is the rental of real property.

Cha Cha filed a Chapter 11 petition (Bankr. N.D. Cal. Case
No. 13-53894) on July 22, 2013.  The Debtor estimated at least
$10 million in assets and liabilities.

An affiliate, Mi Pueblo San Jose, Inc., sought Chapter 11
protection (Case No. 13-53893) on the same day.  The cases are not
jointly administered.

Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby
& Pascuzzi LLP serves as counsel.

Nicolas De Lancie, Esq., at Jeffer Mangels Butler & Mitchell LLP
Robert B. Kaplan, P.C. represents secured creditor Wells Fargo
Bank, N.A.


CHAPARRAL ENERGY: S&P Alters Outlook to Positive & Affirms 'B' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Oklahoma City-based Chaparral Energy Inc. to positive
from stable.  At the same time, S&P affirmed its 'B' corporate
credit rating on the company.

The senior unsecured debt rating remains 'B-'.  The recovery
rating remains '5', indicating S&P's expectation of modest (10%-
30%) recovery in the event of default.

The positive outlook on Chaparral reflects S&P's view that 2014
production growth should be achievable as the company continues to
deploy capital to its EOR programs (led by North Burbank) and as
it steps up drilling in its Northern Oklahoma Mississippi play
(NOMP) and its Marmaton play.  S&P expects Chaparral's production
growth will enhance profitability in 2014, leading to some
improvement in credit measures over the next year, including
leverage of about 4x in 2014.  S&P expects the company will
maintain adequate liquidity during this time.

"The positive outlook reflects the potential for an upgrade over
the next 12 months, based on a potential improvement of the
company's business risk profile.  Although we believe variability
in profitability is inherent in the E&P sector because of the
cyclical nature of commodity prices, we believe successful EOR
production should provide for somewhat reduced levels of
volatility in overall operating performance," said Standard &
Poor's credit analyst Mark Salierno.

S&P could consider an upgrade if production from the Northern
Burbank EOR project comes online and produces in line with its
expectations in 2014, and the company manages its capital spending
such that S&P believes it will be able to maintain leverage of 4x
or less on a sustained basis.

S&P could revise the outlook to stable if debt leverage is
maintained in the 4x to 4.5x range and/or if liquidity tightens,
including liquidity cushion falling below 15% with no near-term
remedy.  This could occur if aggressive levels of capital spending
are maintained despite delays in production from EOR development
and/or shortfalls in non-EOR mid-Continent production, which would
likely result in lower cash flow generation and weaker credit
measures.


CHINA LOGISTICS: China Direct Stake at 6.7% as of Jan. 9
--------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, China Direct Investments, Inc., disclosed that as of
Jan. 9, 2014, it beneficially owned 9,000,000 shares of common
stock of China Logistics Group Inc. representing 6.69 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/iH1sJf

                        About China Logistics

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

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

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

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

"The Company has an accumulated deficit of $20,553,440 at June 30,
2013 and a working capital deficit of $138,121 at June 30, 2013.
During the six months ended June 30, 2013, the Company used cash
in operating activities of $82,417.  The Company has incurred net
(loss) income of $(307,624) and $695,507 for the six months ended
June 30, 2013 and 2012, respectively.  The Company's ability to
continue as a going concern is dependent upon its ability to
generate profitable operations in the future and to obtain any
necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come
due.  The outcome of these matters cannot be predicted at this
time.  These matters raise substantial doubt about the ability of
the Company to continue as a going concern," according to the
Company's quarterly report for the period ended June 30, 2013.


CHINA XINGBANG: Incurs $553K Net Loss for Q3 Ended Sept. 30
-----------------------------------------------------------
China Xingbang Industry Group Inc. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $553,162 on $69 of total revenue for the
three months ended Sept. 30, 2013, compared with a net loss of
$281,635 on $256,457 of revenues for the same period in 2012.

The Company's balance sheet at Sept. 30, 2013, showed $1.34
million in total assets, $4.32 million in total liabilities, and a
stockholders' deficit of $2.98 million.

                       Going-Concern Doubt

The Company's operations resulted in a net loss of $2,291,661 and
used cash in operations of $1,678,180 for the nine months ended
September 30, 2013. As of September 30, 2013, the Company had an
unappropriated accumulated deficit of $4,122,625 and a working
capital deficiency of $4,130,446.

In the course of its development activities, the Company continues
to sustain losses. The Company expects to finance its operations
primarily through capital contributions from shareholder and its
affiliates. The Company borrowed from Mr. Xiaohong Yao, the Chief
Executive Officer of the Company and his spouse, and companies
controlled by them a net amount of $1,863,768 during the first
three quarters of 2013, and the related parties agreed to lend
more funds to the Company as needed for management to execute its
business plan for at least the next twelve months.

"These conditions raise substantial doubt about the Company?s
ability to continue as a going concern.  The Company?s
continuation as a going concern is dependent on its ability to
meet its obligations, to obtain additional financing as may be
required until such time as it can generate sources of recurring
revenues and to ultimately attain profitability when the Company?s
e-commerce and showroom business are fully developed," the Company
stated in the regulatory filing.

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

                       http://is.gd/FM48k1

China Xingbang Industry Group Inc., a Nevada corporation, through
its wholly owned subsidiaries Xingbang BVI and Xingbank HK, owns
Guangzhou Xingbang Information Consulting Co., Ltd., a wholly
foreign-owned enterprise, or the "WFOE", formed in the PRC, which
controls Guangdong Xingbang, a variable interest entity, through a
series of VIE contractual arrangements.  Guangdong Xingbang is the
sole source of income and operations of the Company.

Based in the city of Guangzhou, Guangdong Province, China,
Guangdong Xingbang is a company principally engaged in the
provision of marketing consultancy services to manufacturers,
distributors and other businesses and local governments in the
lighting, ceramics and other home furnishings industry in the PRC.


CLOUD MEDICAL: Posts $44,000 Net Income in June 2013 Quarter
------------------------------------------------------------
Cloud Medical Doctor Software Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q on Jan. 21, 2014.  The Company disclosed net income of
$43,958 on $243,480 of revenues for the three months ended
June 30, 2012, as compared with a net loss of $96,346 on $0 of
revenues for the same period during the prior year.

For the nine months ended June 30, 2013, the Company reported net
income of $406,971 on $460,165 of revenues as compared with a net
loss of $289,663 on $0 of revenues for the same period during the
previous year.

The Company's balance sheet at June 30, 2012, showed $1.24 million
in total assets, $312,880 in total liabilities and $936,570 in
total stockholders' equity.

The Company was unable to prepare and file its financial
statements timely due to its limited financial and personnel
resources and delays in the Company's ability to respond to SEC
inquiries regarding financial and accounting presentation.
Further, the Company is delinquent in filings for fiscal year
ended 2012 through 2013.

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

                        http://is.gd/KshKEz

                       About Cloud Medical

Henderson, Nev.-based Cloud Medical Doctor Software Corporation
introduced in 2011 the Cloud-MD Office, a "Cloud Based", 5010 and
ICD-10 compliant, fully integrated and interoperable suite of
medical software and services, designed by experienced healthcare
analysts and programmers for healthcare providers, that produces
"Actionable Information" to help Independent Physician Practices,
New Care Delivery Models (ACO), Healthcare Systems and Billing
Services optimize a wide range of business processes resulting in
Increased Profits, Higher Quality, Greater Efficiency, Noticeable
Cost Reductions and Better Patient Care.  Current software product
offerings include Practice Management, Electronic Medical Records,
Revenue Management, Patient Financial Solutions, Medical and
Pharmaceutical Supply Management, Claims Management and PHI
Exchange.

Cloud Medical posted net income of $318,879 on $487,703 of
revenues for the year ended Sept. 30, 2012, as compared with a net
loss of $356,629 on $0 of revenues for fiscal year 2011.

GBH CPAs, PC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
Cloud Medical Doctor Software Corporation has suffered recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.

                        Bankruptcy Warning

"The independent auditor's report on our financial statements for
the year ended September 30, 2012 contains explanatory language
that substantial doubt exists about our ability to continue as a
going concern.  We have an accumulated deficit at September 30,
2012 of $25,911,091 and need additional cash flows to maintain our
operations.  We depend on the continued contributions of our
executive officers to finance our operations and need to obtain
additional funding sources to explore potential strategic
relationships and to provide capital and other resources for the
further development and marketing of our products and business.
If we are unable to obtain sufficient financing in the near term
or achieve profitability, then we would, in all likelihood,
experience severe liquidity problems and may have to curtail or
cease our operations altogether.  If we curtail our operations or
cease our operations, we may be placed into bankruptcy or undergo
liquidation, the result of which will adversely affect the value
of our common shares," the Company said in the Annual Report for
the period ended Sept. 30, 2012.


COASTAL CONDOS: Case Dismissed, FER to Pursue State-Court Remedies
------------------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida, in an order dated Jan. 7, 2014,
dismissed the Chapter 11 case of Coastal Condos, LLC.

The Court's Jan. 7 order provided that, pursuant to the parties'
agreement on the record upon the Court's oral ruling of dismissal
at the Dec. 30, 2013 hearing, First Equitable Realty is permitted
to immediately pursue its state-court remedies.

First Equitable Realty sought dismissal of the Chapter 11 case,
citing these grounds:

   1. A debtor's attempt to use the provisions of the Bankruptcy
Code to gain an unfair advantage in a two-party dispute, such as
in Coastal Condo's bankruptcy case, strongly supports a finding of
cause for dismissal.

   2. Coastal Condo is a single asset reorganization case.  In its
filed schedules, Schedule A and Schedule B, the Debtor discloses
as its only "assets" the 72 condominium units and the rental
income of $164,258.48 deposited in its D.I.P. account
(representing the balance of the rental income accumulated during
the Mississippi bankruptcy case less the approximately $304,000
transferred on the eve of bankruptcy to fund attorneys' fees and
retainers).

   3. The Debtor's non-insider obligations are negligible in
comparison to the amounts owed to FER.

   4. The Debtor has no employees.

   5. The 72 condominium units were the subject of a Miami-Dade
County Circuit mortgage foreclosure action filed only 15 days
before the Mississippi bankruptcy.

   6. The Debtor's bankruptcy filings are solely due to its
numerous breaches of its obligations to FER and the $15.8 million
in principal, accumulated interest and attorney's fees owed to FER
because of such breaches.  But for FER, the Debtor would not have
filed for bankruptcy relief.  As its original schedules reflect,
the Debtor had no other creditors when it initially filed on May
25, 2012.

   7. The Debtor's bankruptcy filing on May 25, 2012 -- which
followed Mr. Dickson's threats of bankruptcy, first on March 1,
2012, and later on March 21, 2012, and came after Dr. Edwards
rejected Mr. Dickson's attempts to re-negotiate the CHFS defaulted
loans -- strongly points to the Debtor's intent to frustrate and
delay the exercise of FER's rights and remedies.  The 2012
bankruptcy filing -- two weeks after the Miami-Dade Circuit Court
action was filed on May 10, 2012, to set aside the fraudulent
transfers and to foreclose the mortgage -- conclusively removes
any doubt that the Debtor's bankruptcy was designed to frustrate
and delay FER's exercise of its rights and remedies.

                       About Coastal Condos

Coastal Condos filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-20729) on May 8, 2013.  The Debtor owns and manages 72
condominiums at 7601 East Treasure Drive, Miami Beach, FL 33141.
Judge A. Jay Cristol presides over the case.

David R. Softness, P.A., in Miami, Florida, represents the Debtor
as counsel.  Roy H. Lidell, Esq., of Wells Marble and Hurst, PLLC,
as well as David M. Rogero, P.A., serve as special counsel to the
Debtor.

Coastal Condos was the target of a $15.8 million foreclosure
lawsuit filed by North Bay Village-based First Equitable Realty
III in May 2012.

Coastal Condos owns 72 condo units at Grandview Palace in North
Bay Village, Florida, valued at $10.8 million.  Personal property
is valued at $389,000.  Assets total $11.2 million and liabilities
total $16.6 million.  It says that no creditors are holding
secured claims.

Coastal Condos first sought Chapter 11 protection (Bankr. S.D.
Miss. Case No. 12-07146) on May 25, 2012.  The case was dismissed
April 23, 2013.

The U.S. Trustee has not appointed a committee of creditors in the
2013 case.

The Debtor filed a Second Amended Plan of Reorganization early in
December 2013.  The Plan contemplates payment in full to creditors
over time.  The Plan provides for the utilization of all Coastal
Condos' assets consisting of 72 condominium units to fund payment
to creditors.  General unsecured creditors will receive payment in
full without interest with payments to creditors made on a pro
rata basis and at the end of each quarter after confirmation until
paid in full.


COMMUNITY HOME: EFP and BHT Defend Appointment of Ch. 11 Trustee
----------------------------------------------------------------
Edwards Family Partnership LP and Beher Holdings Trust responded
to the objection of Community Home Financial Services, Inc., and
William D. Dickson to the U.S. Trustee's application to approve
the appointment of Kristina M. Johnson as Chapter 11 trustee for
the Debtor.

On Jan. 9, 2014, Henry G. Hobbs, Jr., Acting U.S. Trustee for
Region 5, appointed Ms. Johnson as trustee.  The Bankruptcy Court,
pursuant to an order dated Dec. 23, 2013, granted a motion for
appointment of Chapter 11 trustee.

The U.S. Trustee, in its motion for appointment of a trustee, said
the Debtor has violated the terms of a May 23, 2013 agreed order
on the Edwards Family and Beher Holding's second motion to
prohibit the use of cash collateral, or in the alternative, for
adequate protection.  The Debtor also violated Section 345 of the
Bankruptcy Code by transferring estate funds to one or more
depositories outside the U.S. as well as its fiduciary duties to
protect and conserve property of the bankruptcy estate.

EFP and BHT stated that CHFS and Dickson's objection is without
merit and must be denied.  In truth, CHFS and Dickson are merely
continuing efforts to delay the appointment a trustee because it
works to their benefit to do so.  It allows them to continue to
collect loan payments that belong to the bankruptcy estate and to
squirrel them away in undisclosed accounts that only they control.

The Debtor and Mr. Dickson, in their objection, stated Ms. Johnson
is not a "disinterested person" as the term is defined by the
Bankruptcy Code.

                      About Community Home

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor scheduled
$44,890,581 in total assets and $30,270,271 in total liabilities.
Judge Edward Ellington presides over the case.

Derek A. Henderson, Esq., Jonathan Bisette, Esq., and Roy Liddell,
Esq., of Wells, Marble & Hurst, PLLC, serve as counsel to the
Debtor.

On Aug. 8, 2013, the Court approved the Disclosure Statement
explaining the Debtor's Plan of Reorganization dated Jan. 29,
2013.


CONSTAR INTERNATIONAL: Auction of UK, Dutch Assets Set for Feb. 6
-----------------------------------------------------------------
The Bankruptcy Court in Wilmington, Delaware, approved on Jan. 10,
procedures and key dates related to the sale of substantially all
of the assets of Constar International U.K. Limited and the sale
of the assets or equity interests of Constar Holland.

An auction will be held Feb. 6 at 1:00 p.m. at the offices of
Constar's bankruptcy counsel, Dechert LLP, 1095 Avenue of the
Americas, New York, New York 10036.

Bids are due no later than Feb. 4 at 11:59 p.m. (prevailing ET).

Parties interested in receiving information regarding the sale of
the U.K. Assets and the Holland Assets should contact the Debtors'
financial advisors:

         LINCOLN PARTNERS ADVISORS LLC
         633 West Fifth Street, Suite 6650
         Los Angeles, CA 90071
         Attn: Alexander W. Stevenson
         E-mail: astevenson@lincolninternational.com

The Court will hold a hearing Feb. 10 at 12:00 p.m. to consider
approval of the sale to the stalking horse bidder or the
successful bidder.

Objections to the sale are due Feb. 7.

The Debtors are separately seeking to sell substantially all of
their U.S. assets to Amcor Rigid Plastics USA, Inc., absent higher
and better offers.  If the Debtors receive one or more qualified
bids for the U.S. assets, the Debtors will conduct an auction for
the sale of the Debtors' assets beginning on Feb. 6, 2014, at 1:00
p.m. (prevailing Eastern Time) at the offices of Dechert LLP, in
New York.  Only parties that have submitted a qualified bid by no
later than Feb. 4 may participate in the auction.  The sale
hearing will be held on Feb. 10.

The Debtors filed a separate bidding procedures motion for the
assets of Constar International U.K. Limited.  As reported by the
Troubled Company Reporter on Jan. 9, the Debtors have not yet
reached a deal for a stalking horse bidder for the U.K. assets.
The Debtors said they have continued the marketing process for the
sale of the Constar U.K. assets that began prepetition.  The
Debtors have identified several parties interested in purchasing
the assets of Constar U.K., and certain of those parties have also
expressed interest in simultaneously acquiring the assets of
Constar Holland.

Constar Holland is a wholly-owned subsidiary of debtor Constar
Foreign Holdings, Inc.  A sale of the assets of Constar Holland
must be conducted in accordance with its organizational documents,
and may require Foreign Holdings to take certain actions,
including exercising stock powers, to effectuate that sale.

                   About Constar International

Privately held Constar International Holdings and nine affiliated
debtors filed for Chapter 11 protection (Bankr. D. Del. Lead Case
No. 13-13281) on Dec. 19, 2013.

Constar, which manufactures plastic containers, is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert,
Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and
Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young
Conaway Stargatt & Taylor, LLP.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent, and administrative advisor.
Lincoln Partners Advisors LLC serves as the Debtors' financial
advisor.

Judge Christopher S. Sontchi oversees the 2013 case.

This is Constar International's third bankruptcy.  Constar first
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan
and emerged from bankruptcy in May 2009.  Constar and its
affiliates returned to Chapter 11 protection (Bankr. D. Del. Case
No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11
plan and emerged from bankruptcy in June 2011.

The new petition listed assets worth less than $100 million
against $123 million on three layers of secured debt.

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.

Counsel to Wells Fargo Capital Finance, LLC, the revolving loan
agent, is Andrew M. Kramer, Esq., at Otterbourg P.C.


CREATION'S GARDEN: Levene Neale Approved as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Creation's Garden Natural Products, Inc., and
Creation's Garden Natural Food Markets, Inc., to employ Levene,
Neale, Bender, Yoo & Brill L.L.P., as their bankruptcy counsel.

According to the Troubled Company Reporter on Nov. 28, 2013, the
firm's professionals will be paid the following hourly rates:

   David W. Levene, Esq. -- dwl@lnbyb.com              $595
   David L. Neale, Esq. -- dln@lnbyb.com               $595
   Ron Bender, Esq. -- rb@lnbyb.com                    $595
   Martin J. Brill, Esq. -- mjb@lnbyb.com              $595
   Timothy J. Yoo, Esq. -- tjy@lnbyb.com               $595
   Edward M. Wolkowitz, Esq. -- emw@lnbyb.com          $595
   David B. Golubchik, Esq. -- dbg@lnbyb.com           $595
   Monica Y. Kim, Esq. -- myk@lnbyb.com                $575
   Beth Ann R. Young, Esq. -- bry@lnbyb.com            $575
   Daniel H. Reiss, Esq. -- dhr@lnbyb.com              $575
   Irving M. Gross, Esq. -- img@lnbyb.com              $575
   Philip A. Gasteier, Esq. -- pag@lnbyb.com           $575
   Jacqueline L. James, Esq. -- jlj@lnbyb.com          $525
   Juliet Y. Oh, Esq. -- jyo@lnbyb.com                 $525
   Michelle S. Grimberg, Esq. -- msg@lnbyb.com         $525
   Todd M. Arnold, Esq. -- tma@lnbyb.com               $525
   Todd A. Frealy, Esq. -- taf@lnbyb.com               $525
   Anthony A. Friedman, Esq. -- aaf@lnbyb.com          $475
   Carmela T. Pagay, Esq. -- ctp@lnbyb.com             $475
   Krikor J. Meshefejian, Esq. -- kjm@lnbyb.com        $430
   John-Patrick M. Fritz, Esq. -- jpf@lnbyb.com        $430
   Lindsey L. Smith, Esq. -- lls@lnbyb.com             $325
   Paraprofessionals                                   $195

The firm will also be reimbursed for any reasonable out-of-pocket
expenses.

Ms. Oh, a partner of the law firm of Levene, Neale, Bender, Yoo &
Brill L.L.P., assured the Court that her 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.  During the one-year period prior to
the Petition Date, the Debtors paid the total sum of $80,000 as
retainer payments to LNBYB for legal services in contemplation of
and in connection with the Debtors' chapter 11 cases, inclusive of
each of the Debtors' $1,213 Chapter 11 bankruptcy filing fee.

Creation's Garden Natural Products, Inc., filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-37815) in Los Angeles on
Nov. 20, 2013.  Dino Guglielmelli, president and holder of 100% of
the common stock, signed the petition.

The company is represented by attorneys at the law offices of
Leven, Neale, Bender, Yoo & Brill L.L.P.  Sherwood Partners, LLC,
serves as financial advisor and marketing consultant, effective
Nov. 20, 2013.

An affiliate, Creation's Garden Natural Food Markets, Inc.,
simultaneously sought bankruptcy protection.

The Debtor disclosed assets of $14,398,785 and liabilities of
$16,991,488.


CREATION'S GARDEN: Court Approves Sherwood as Financial Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Creation's Garden Natural Products, Inc., and
Creation's Garden Natural Food Markets, Inc., to employ Sherwood
Partners, LLC, as financial advisor and marketing consultant,
effective Nov. 20, 2013.

According to the Troubled Company Reporter on Dec. 17, 2013, the
Debtors have an immediate need to employ Sherwood Partners as
their financial advisor and marketing consultant to, among other
things, assist the Debtors in analyzing their business and exit
strategies, meeting the variety of reporting requirements faced by
the Debtors, preparing cash flow projections and other necessary
financial and pro forma data, and formulating and implementing an
exit strategy, including by marketing the sale of CGNP's business
as a going concern and the sale or liquidation of the Debtors'
assets.  In addition, Sherwood will provide the Debtors with
whatever other financial advisory services the Debtors reasonably
request of Sherwood during the course of these Chapter 11 cases.

Sherwood Partners will be paid at these hourly rates:

       Andrew De Camara               $425
       David Johnson                  $375
       Josh Pichinson                 $150

If other Sherwood Partners personnel assist in the matter, they
will be charged at the individuals' applicable hourly rates, not
to exceed $375 per hour.

Sherwood Partners will also be reimbursed for reasonable out-of-
pocket expenses incurred.

During the one-year period prior to the Nov. 20, 2013 petition
date, the Debtors paid the total sum of $107,000 to Sherwood
Partners for financial advisory and market consulting services in
contemplation of and in connection with the Debtors' chapter 11
cases.  Of this amount, Sherwood Partners received $63,000 for
pre-filing services and $1,207.33 for pre-filing expense
reimbursement.  The balance of $42,729.67 is a retainer for post-
filing services.

Andrew De Camara, senior managing director of Sherwood Partners,
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.

Sherwood Partners can be reached at:

       Andrew De Camara
       SHERWOOD PARTNERS, LLC
       1100 La Avenida Street
       Building A
       Mountain View, CA 94043
       Tel: 650-454-8001
       Fax: 650-454-8040

Creation's Garden Natural Products, Inc., filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-37815) in Los Angeles on
Nov. 20, 2013.  Dino Guglielmelli, president and holder of 100% of
the common stock, signed the petition.

The company is represented by attorneys at the law offices of
Leven, Neale, Bender, Yoo & Brill L.L.P.  Sherwood Partners, LLC,
serves as financial advisor and marketing consultant, effective
Nov. 20, 2013.

An affiliate, Creation's Garden Natural Food Markets, Inc.,
simultaneously sought bankruptcy protection.

The Debtor disclosed assets of $14,398,785 and liabilities of
$16,991,488.


CREATION'S GARDEN: Can Hire Reich Brothers as Sale Consultant
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Creation's Garden Natural Products, Inc., and
Creation's Garden Natural Food Markets, Inc., to employ Reich
Brothers, LLC as auctioneer, liquidator, and sale consultant and
agent, effective Dec. 2, 2013.

According to the Troubled Company Reporter on Dec. 17, 2013, the
Debtors require Reich Brothers to:

   (a) develop an advertising and marketing plan for all of the
       assets in consultation with the Debtors;

   (b) implement the advertising and marketing plan in
       consultation with the Debtors;

   (c) provide adequate information to prospective out-of-town
       buyers regarding travel time and travel information;

   (d) provide an absentee bid process on Consultant's website to
       enable bidders who do not want to travel to the Auction
       Sale an alternative method of bidding;

   (e) create a virtual data room and make available to all buyers
       any brand and trademark information, drawings, mechanical
       specs or any other relevant information that Consultant may
       have in its possession relating to "Creations Garden" and
       "Roccos" or "Roccos Old School";

   (f) negotiate bulk bidders referred to Consultant by the
       Debtors;

   (g) with respect to the Auction Sale, assign a sale site
       coordinator from Consultant to oversee (A) Auction Sale
       routing, sorting and grouping of all sale items into
       suitable sized lots, (B) the creation of a buyer's lot
       catalog, (C) public inspection, and (D) the delivery of all
       sold items for an agreed upon period after completion of
       the Auction Sale;

   (h) prepare for the sale of the Assets at the Auction Sale,
       including gathering specifications and photographs for
       pictorial brochures and, following the Court's approval of
       the Debtors' employment of Consultant, arranging the Assets
       in a manner, which in Consultant's reasonable judgment,
       would be designed to enhance the value of the Assets;

   (i) with respect to the Auction Sale, provide an auctioneer who
       will auction the lots for cash to the highest bidders on
       an "as is" "where is" basis with no representations or
       warranties;

   (j) contact local riggers to be available to assist buyers in
       the orderly removal of applicable Assets from the Premises;

   (k) charge and collect from all purchasers any purchase price
       together with all applicable taxes in connection therewith;

   (l) provide a complete auction crew to handle computerized
       accounting functions necessary to provide auction buyers
       with invoices, and to provide the Debtors and the Bank with
       a complete accounting of all items sold at the Auction
       Sale;

   (m) account for, and pay over to the Bank in immediately
       available funds the gross proceeds from the sale of Assets
       at the Auction Sale from which, subject to the approval of
       the Court, the Bank shall pay to Reich Brothers the
       applicable commissions or expenses entitled to be paid to
       Reich Brothers pursuant to the terms of this Agreement.
       Reich Brothers shall also account for and pay over to the
       Bank all of the sales taxes collected by Reich Brothers,
       with the Bank in turn will pay over to the appropriate
       governmental taxing agencies;

   (n) subject to clause (m) above, deposit all proceeds into a
       separate client trust account; and

   (o) submit an auction report to the Debtors and the Bank within
       15 days after the collection of funds from the Auction
       Sale, but not later than 30 days after completion of
       the Auction Sale, and provide the Debtors and the Bank with
       a statement which sets forth in reasonable detail: (i) the
       total Asset sales; (ii) collection activity; (iii) identity
       of the bidders and buyers; and (iv) equipment removal
       status report.

Reich Brothers will provide the Debtors with a minimum guaranty in
the amount of $2,000,000 and will share the upside of any Auction
Sale proceeds with the Debtors as follows:

       Auction Sale Proceeds               Allocation
       ---------------------               ----------
       $0-$2,000,000                       100% to the Debtors

       $2,000,001 - $2,125,000             100% to Consultant for
                                           expenses and risk to
                                           conduct the Auction
                                           Sale

       $2,125,001 - $3,125,000             90% to the Debtors/10%
                                           to Consultant

       $3,125,001 - and up                 85% to the Debtors/15%
                                           to Consultant

Reich Brothers will charge and retain a 15% buyer's premium
payable by the buyers of the Assets.  The Debtors will not be
responsible for any unpaid portion of the Buyer's premium.

Reich Brothers will deliver to the Bank, within 15 business days
following the consummation of the Auction Sale of all of the
Assets or the termination of the Consultant Agreement, as the case
may be, the Guaranty and, the Debtors' allocable portion of the
Auction Sale proceeds, in the corresponding amount calculated
pursuant to the chart.

Pursuant to the Consultant Agreement, unless the Debtors are able
to consummate a going concern sale of their business which is
approved by the Bank and the Court, Reich Brothers will conduct
one or more public auction sales on the later part of January,
2014 or early part of February, 2014 at one or more of the
Debtors' facilities located in Valencia, CA.  The Auction Sale
will be advertised by Reich Brothers on a worldwide basis.  Five
lots will be offered for sale by Consultant at the Auction Sale:

     - Lot 1 - all Assets in Bulk
     - Lot 2 - Intellectual Property (Brands, Website, Customer
               Lists & Formulas)
     - Lot 3 - Inventory (Finished, WIP & Raw Materials)
     - Lot 4 - Machinery & Equipment, in bulk
     - Lot 5 - Machinery & Equipment and Inventory on a piece meal
               Basis

Each lot will be bid via public outcry and simultaneously webcast.
The successful Lot 1 bid will be held in abeyance and compared
against Lots 2-5 on an aggregate basis.  Bulk bidders will be
required to post a $100,000 deposit, demonstrate financial
wherewithal and execute a binding purchase and sale agreement in
advance of the Auction Sale.

Reich Brothers will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Reich Brothers shall be entitled to be reimbursed out of the
Auction Sale Proceeds up to $125,000 to cover all reasonable
expenses.  Reimbursed expenses will be those reasonable Expenses
actually incurred by Reich Brothers without markup, and Reich
Brothers will be responsible for any overage.

Adam Marc Reich, co-chief executive officer of Reich Brothers,
LLC, assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates.

Reich Brothers can be reached at:

       Adam Marc Reich
       REICH BROTHRS, LLC
       10618 Pico Avenue
       Los Angeles, CA 90064
       Tel: (310) 248-2979
       Fax: (213) 383-5985

Creation's Garden Natural Products, Inc., filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-37815) in Los Angeles on
Nov. 20, 2013.  Dino Guglielmelli, president and holder of 100% of
the common stock, signed the petition.

The company is represented by attorneys at the law offices of
Leven, Neale, Bender, Yoo & Brill L.L.P.  Sherwood Partners, LLC,
serves as financial advisor and marketing consultant, effective
Nov. 20, 2013.

An affiliate, Creation's Garden Natural Food Markets, Inc.,
simultaneously sought bankruptcy protection.

The Debtor disclosed assets of $14,398,785 and liabilities of
$16,991,488.


DETROIT, MI: Feb. 21 Established as Claims Bar Date
---------------------------------------------------
The Bankruptcy Court for the Eastern District of Michigan,
Southern Division, established Feb. 21, 2014, at 4:00 p.m. Eastern
Time, as the deadline for persons and other entities to file
proofs of claim against the city of Detroit.

Government units, meanwhile, have until June 4, 2014, to file
proofs of claim.

                  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.

The Hon. Steven Rhodes oversees the bankruptcy case.  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.  Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.

Daniel M. McDermott, U.S. Trustee for Region 9, on Dec. 23, 2013,
appointed five creditors to serve on the Official Committee of
Unsecured Creditors.


DIRECT INVEST-246 OMNI: Chelmsford Property Being Foreclosed
------------------------------------------------------------
The office buildings and roughly 18.88 acres of land, known as
2, 4 & 6 Omni Way in Chelmsford, Mass., was scheduled to be
auctioned off Friday, Jan. 24, 2014.

Direct Invest-246 Omni Way LLC, c/o Newmark Knight Frank in
Waltham, Mass., is the owner of record of the property.

The property at 2 Omni Way, which includes land and buildings, has
a current assessed value of $4,022,700 in the aggregate.  It had a
fiscal year 2013 assessed value of $4,344,400.

The property at 4 Omni Way, which includes land and buildings, has
a current assessed value of $3,994,300 in the aggregate.  It had a
fiscal year 2013 assessed value of $4,267,900.

The property at 6 Omni Way, which includes land and buildings, has
a current assessed value of $2,682,700 in the aggregate.  It had a
fiscal year 2013 assessed value of $2,887,700.

Paul E. Saperstein Co., Inc., served as auctioneers.

According to an October 2012 article at citybizlist.com:

     -- Fitch said a $22.3 million loan on the 2 4 & 6 Omni Way
        assets has been transferred to a special servicer due to
        imminent default.

     -- Collectively, the three assets were appraised for
        $31.8 million in November 2006.

     -- Boston-based NPV/Direct Invest paid $17.154 million for
        4 & 6 Omni Way in 2006.

     -- The properties were leased in their entirety to Kronos
        Inc., which produces Workforce Central, software systems
        that collect attendance data and automatically post it to
        payroll.  According to special servicer notes provided by
        Trepp, lease expiration dates for 2 and 6 were scheduled
        for July 31, 2012 and November 30, 2012, respectively.
        Kronos' lease at 4 Omni Way was to expire February 2013.


DOTS LLC: Has Interim Authority to Get $20 Million Loan From Salus
------------------------------------------------------------------
Judge Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey gave Dots, LLC, et al., interim authority
to obtain up to an aggregate principal amount of $20.0 million
from Salus Capital Partners, LLC, as agent for a consortium of
lenders.

The DIP Facility is $36 million postpetition senior secured credit
facility consisting of a $20 million revolving facility and a $16
million term loan.  The DIP Revolver accrues at LIBO Rate + 8.50%
while the DIP Term Loan accrues at LIBO Rate + 9.25%.

The DIP Liens will be junior only to a carve-out, and the
prepetition perfected liens.  Carve out means these expenses: (i)
all statutory fees required to be paid to the Clerk of the Court
and to the U.S. Trustee; (ii) reasonable fees and expenses of a
trustee under Section 726(b) of the Bankruptcy Code in an amount
not to exceed $50,000; and (iii) upon the occurrence of any
termination event, accrued, unpaid and allowed professional fees
and expenses of counsel for the Debtors in an aggregate amount not
to exceed $350,000 and accrued, unpaid and allowed professional
fees and expenses of any statutory committee's professionals in an
aggregate amount not to exceed $50,000.

A hearing to consider final approval of the motion is scheduled
for Feb. 11, 2014, at 1:00 p.m. (ET).  Objections are due on or
before Feb. 10.

The Debtors are represented by Kenneth A. Rosen, Esq., Bruce
Buechler, Esq., Gerald C. Bender, Esq., Wojciech Jung, Esq., and
Shirley Dai, Esq., at LOWENSTEIN SANDLER LLP, in Roseland, New
Jersey.  Wendy S. Walker, Esq., at Morgan, Lewis & Bockius LLP, in
New York, as attorneys for the Prepetition Senior Agent and the
DIP Agent.  Paul S. Hollander, Esq., at Okin, Hollander & DeLuca,
L.L.P, in Fort Lee, New Jersey, as attorneys for the Prepetition
Junior Secured Parties.

                         About DOTS LLC

Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women.  Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States.  Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.

Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.

Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker.  Donlin, Recano & Company, Inc., is the claims and notice
agent.

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility.  The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P. ("IPC)
and related entities.  Moreover, the Debtors have aggregate
unsecured debts of $47.0 million.

Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP.  The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.

The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.


DOTS LLC: Has Interim Authority to Use Cash Collateral
------------------------------------------------------
Judge Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey gave Dots, LLC, et al., interim authority
to use cash collateral to continue to operate their business.

The Debtors will provide their prepetition secured creditors with
adequate protection replacement liens in all prepetition
collateral, subject to certain permitted liens and a carve out.
As further protection against any diminution in the value of the
Prepetition Secured Parties' interest in the prepetition
collateral, the Prepetition Secured Parties will be granted the
superpriority claims against the Debtors.

Carve-out means the following expenses: (i) all statutory fees
required to be paid to the Clerk of the Court and to the U.S.
Trustee; (ii) reasonable fees and expenses of a trustee under
Section 726(b) of the Bankruptcy Code in an amount not to exceed
$50,000; and (iii) upon the occurrence of any termination event,
accrued, unpaid and allowed professional fees and expenses of
counsel for the Debtors in an aggregate amount not to exceed
$350,000 and accrued, unpaid and allowed professional fees and
expenses of any statutory committee's professionals in an
aggregate amount not to exceed $50,000.

A hearing to consider final approval of the motion is scheduled
for Feb. 11, 2014, at 1:00 p.m. (ET).  Objections are due on or
before Feb. 10.

The Debtors are represented by Kenneth A. Rosen, Esq., Bruce
Buechler, Esq., Gerald C. Bender, Esq., Wojciech Jung, Esq., and
Shirley Dai, Esq., at LOWENSTEIN SANDLER LLP, in Roseland, New
Jersey.  Wendy S. Walker, Esq., at Morgan, Lewis & Bockius LLP, in
New York, as attorneys for the Prepetition Senior Agent and the
DIP Agent.  Paul S. Hollander, Esq., at Okin, Hollander & DeLuca,
L.L.P, in Fort Lee, New Jersey, as attorneys for the Prepetition
Junior Secured Parties.

                         About DOTS LLC

Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women.  Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States.  Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.

Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.

Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker.  Donlin, Recano & Company, Inc., is the claims and notice
agent.

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility.  The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P. ("IPC)
and related entities.  Moreover, the Debtors have aggregate
unsecured debts of $47.0 million.

Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP.  The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.

The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.


DOTS LLC: Has Interim Authority to Pay $2.5MM to Critical Vendors
-----------------------------------------------------------------
Judge Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey gave Dots, LLC, et al., interim authority
to pay prepetition claims of certain critical vendors in an
aggregate amount not to exceed $2,500,000.

As a condition to the treatment as a critical vendor and payment
of critical vendor claims, the individual critical vendor must
continue supplying goods and services to the Debtors on terms that
are as or more favorable to the Debtors as the most favorable
trade terms, practices, and programs in effect between the
Critical Vendor and the Debtors in the six months prior to the
Petition Date.

If a Critical Vendor refuses to supply goods to the Debtors on
customary trade terms following of any portion of its critical
vendor claim, or fails to comply with any trade agreement it
entered into with the Debtors, the Debtors are authorized to (i)
declare that any trade agreement between the Debtors and that
critical vendor is terminated, and (ii) declare that any payments
made to that critical vendor on account of its critical vendor
claim, whether pursuant to a trade agreement or otherwise, be
deemed to have been in payment of then-outstanding postpetition
claims of that critical vendor without further order of the Court.

A hearing to consider final approval of the motion will be held on
Feb. 11, 2014, at 1:00 p.m., prevailing Eastern Time.  Objections
are due on or before Feb. 10.

                         About DOTS LLC

Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women.  Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States.  Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.

Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.

Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker.  Donlin, Recano & Company, Inc., is the claims and notice
agent.

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility.  The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P. ("IPC)
and related entities.  Moreover, the Debtors have aggregate
unsecured debts of $47.0 million.

Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP.  The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.

The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.


DS HEALTHCARE: Incurs $1.05-Mil. Net Loss in Third Quarter
----------------------------------------------------------
DS Healthcare Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $1.05 million on $3.2 million of net revenue for the
three months ended Sept. 30, 2013, compared to a net loss of
$40,364 on $3.19 million of net revenue for the same period in
2012.

The Company's balance sheet at Sept. 30, 2013, showed $7.18
million in total assets, $3.66 million in total liabilities, and
stockholders' equity of $3.52 million.

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

                       http://is.gd/BmZuUs

Pompano Beach, Fla.-based DS Healthcare Group, Inc., and its
subsidiaries develop products for skin care and personal care
needs.

Cherry Bekaert LLP, in Fort Lauderdale, Florida, expressed
substantial doubt about DS Healthcare's ability to continue as a
going concern, citing the Company's recurring losses from
operations.

The Company reported a net loss of $3.6 million on $11.2 million
of net revenue in 2012, compared with a net loss of $980,892 on
$9.7 million of net revenue in 2011.


DUMA ENERGY: Shearwave Chief, Burlington Exec Named Directors
-------------------------------------------------------------
Duma Energy Corp. appointed Paul C. Schillmoller and Gregory M.
Larberg as additional directors.  They join directors Kent P.
Watts, Pasquale Scaturro and S. Chris Herndon in bringing the
Company's total Board to five directors.

Messrs. Schillmoller and Larberg are independent directors who
join independent director Chris Herndon in being members of three
of the Company's Board committees:

The Audit Committee:
Chris Herndon, Chairman and Member
Gregory M. Larberg, Member
Paul C. Schillmoller, Member

The Compensation Committee
Gregory M. Larberg, Chairman and Member
Chris Herndon, Member
Paul C. Schillmoller, Member

Nomination Committee
Paul Schillmoller, Chairman and Member
Chris Herndon, Member
Gregory M. Larberg, Member

Paul C. Schillmoller, age 61, has, since 2002, served as president
of Shearwave, Inc., a company that acquires advanced technology
seismic projects for major oil companies.  He is a businessman and
geophysicist with a comprehensive understanding of the energy
sector.  With over 34 years experience in all facets of oil and
gas, he specializes in seismic acquisition projects for major oil
companies both domestic and internationally.  Along with broad
technical skills, he is an industry expert in contract, licensing
and copyright issues.  In 1986 Mr. Schillmoller founded Seismic
Specialists which owns and licenses seismic data in the United
States and in 1988 he founded US Seismic, a company which focused
on seismic data acquisition in the mid-continent US.  He has
worked for Input/Output of Stafford, TX in seismic data
acquisition, and seismic equipment and recording technology sales
and marketing.  At 3-D Geophysical, Inc. he worked closely with
the Wall Street investment community developing business
opportunities in oil and gas technology, and was closely involved
in a successful mid-sized IPO.

Mr. Schillmoller is a graduate of Northern Arizona University
where he earned his Bachelor of Science in Geology.  He is
actively involved in many industry associations including AAPG,
SEG, GSOKC, GSH, DGS, HGS.

Gregory (Byrd) M. Larberg, age 61, retired as vice president of
Geosciences from Burlington Resources in 2006 following the
company's acquisition by ConocoPhillips.  Mr Larberg is a
geologist and oil company executive with more than 30 years of
experience in domestic and international oil and gas exploration
and development.  He joined Burlington in 1998 and served as
Executive VP and CEO of Burlington Resources International as well
as President of Burlington subsidiaries in China, Peru, Ecuador,
and Algeria.  Mr. Larberg spent the first 21 years of his career
with Shell Oil Company starting in the Permian Basin of Texas and
served 8 years in Shell's Gulf of Mexico Deepwater Exploration
Effort, ultimately serving as Deepwater Exploration Manager for
offshore Louisiana.  He was named vice president of E&P for Pecten
International, Shell Oil's international subsidiary in 1993.  He
ended his career with Shell as part of the Royal Dutch Group where
he was Business Development Manager for Royal Dutch Shell's
Worldwide Deepwater effort.  Since retirement, Mr. Larberg has
consulted with a number of E&P Companies including Maersk and
ONGC.  He is currently under contract to PEMEX.

Mr. Larberg holds a B.S. in Geology from Trinity University and an
M.S. in Geology from Texas A&M University.  He is a member of
AAPG.

The Company's Directors receive $8,000 per quarter in common stock
as Director Compensation.

                         About Duma Energy

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

Duma Energy incurred a net loss of $40.47 million for the year
ended July 31, 2013, a net loss of $4.57 million for the year
ended July 31, 2012, and a net loss of  $10.28 million for the
year ended July 31, 2011.  As of July 31, 2013, the Company had
$26.27 million in total assets, $16.91 million in total
liabilities and $9.36 million in total stockholders' equity.


ECOSPHERE TECHNOLOGIES: Registers 18.4-Mil. Shares for Resale
-------------------------------------------------------------
Ecosphere Technologies, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement relating to
the sale of up to 18,449,987 shares of Ecosphere Technologies,
Inc., common stock which may be offered by David S. Nagelberg 2003
Revocable Trust Dtd. 7/2/03, Ronald & Joyce Heller TTEES Ronald I
Heller Rev Trust FBO Ronald Heller UAD 12/23/1997, Heller Capital
Partners, LLC, et al.

The Company will not receive any proceeds from the sales of shares
of its common stock by the selling shareholders.

The Company's common stock trades on the Over-the-Counter Bulletin
Board under the symbol "ESPH".  As of the last trading day before
Jan. 17, 2014, the closing price of the Company's common stock was
$0.28 per share.

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

                        http://is.gd/CHQeNB

                    About Ecosphere Technologies

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

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

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


EDISON MISSION: Non-Union Retirees Seek Appointment of Committee
----------------------------------------------------------------
Twenty-five non-union retirees oppose Edison Mission Energy, et
al.'s request to terminate retiree benefits and ask the U.S.
Bankruptcy Court for the Northern District of Illinois to appoint
an official committee of non-union retirees.

The non-union retirees argue that the Debtors' motion to terminate
benefits is driven by the self-interested conclusion that the
affected retirees have no right to the protections afforded by
Section 1114 of the Bankruptcy Code because their benefits are
purportedly unilaterally terminable.  The Debtors, according to
the non-union retirees, also make the bizarre claim that they do
not have to comply with Section 1114 because they are not
terminating retiree benefits during the bankruptcy, but merely as
part of their reorganization plan.

The non-union retirees tell the Court that a Retiree Committee
will examine older benefit plan documents and present the Court
with an accurate view of the vesting language issue.  If this
opportunity is denied then Section 1114 would be neutered since
every debtor will simply file a motion to terminate retiree
benefits, attach recent plan documents, and argue that they do not
have comply with Section 1114, the non-union retirees assert.

A hearing on the appointment request is scheduled for Feb. 4,
2014, at 9:30 a.m.  Objections are due Jan. 28.

The non-union retirees -- Eugene Petrovits, Melody Johnson, Lonnie
McBee, Robert Dietch, Gary Griffin, John Meeks, Scott Sinclair,
Karen Rose, H. David Gowhari, Nancy Lewis, Byna Sipos, James
Henneforth, Kay Howard, Robert Driscoll, Donna Courregas, Suzanne
Wood, Mario Bruasso, Leticia Davis, Michael McGarry, Richard
Banister, Jeri Fender, James Schoonmaker, Mark Murray, Russell
Koelsch and Robert Edgell, on behalf of themselves and all other
similarly situated affected retirees -- are represented by Trent
P. Cornell, Esq. -- tcornell@pedersenhoupt.com -- Bryan E. Minier,
Esq. -- bminier@pedersenhoupt.com -- and David M. Serritella, Esq.
-- dserritella@pedersenhoupt.com -- at PEDERSEN & HOUPT, P.C., in
Chicago, Illinois.


EJ FINANCIAL: Foreclosure Auction Set for Feb. 14
-------------------------------------------------
Property of EJ Financial Enterprises, LLC, will be sold at public
auction to the highest bidder for cash (payable at the time of
sale in lawful money of the United States of America) at the front
entrance to Nevada Legal News located at 930 S. Fourth Street, Las
Vegas, Nevada, 89101, on Feb. 14, 2014 at 9:30 a.m.

The property consists of a portion of Lot One of Belz Factory
Outlet Stores, Phase II, a commercial subdivision in Clark County,
Nevada.  The property secures debt in the original principal
amount of $12,500,000 owed to U.S. Bank National Association, as
trustee, successor-in-interest to Bank of America, National
Association, as trustee, successor-by-merger to LaSalle Bank
National Association, as trustee, for the registered holders of
LB-UBS Commercial Mortgage Trust 2007-C6, Commercial Mortgage
Pass-Through Certificates, Series 2007-C6 as current beneficiary.

EJ Financial has been declared in default in the payment or
performance of obligations secured by the Deed of Trust.

Nevada Title Company is the duly appointed or substituted Trustee.


ENDEAVOUR INTERNATIONAL: Smedvig QIF Held 14.5% Stake at Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Smedvig QIF Plc, Smedvig Asset Allocation AS
and John Thore Olsen, disclosed that as of Dec. 31, 2013, they
beneficially owned 7,714,473 shares of common stock of Endeavor
International Corporation representing 14.5 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/osmWjv

                    About Endeavour International

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

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $126.22 million as compared with a net loss of $130.99 million
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $1.50 billion in total assets, $1.41 billion in total
liabilities, $43.70 million in series C convertible preferred
stock, and $46.24 million in total stockholders' equity.

                           *     *     *

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

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


EQM TECHNOLOGIES: Incurs $2.08-Mil. Net Loss in Sept. 30 Quarter
----------------------------------------------------------------
EQM Technologies & Energy, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $2.08 million on $15.62 million of
revenues for the three months ended Sept. 30, 2013, compared to a
net loss of $171,662 on $24.39 million of revenues for the same
period last year.

The Company's balance sheet at Sept. 30, 2013, showed $23.44
million in total assets, $23.24 in total liabilities, and
stockholders' equity of $204,793.

                          Going Concern

As of Sept. 30, 2013, the Company?s cash on hand was $2,116,807
(approximately $2,188,000 as of Nov. 7, 2013).  The Company
incurred a net loss of $3,606,488 for the nine months ended
September 30, 2013.  At Sept. 30, 2013, the Company?s accumulated
deficit was $10,439,630 and it had total stockholder?s equity of
$204,793.  The Company has historically met its liquidity
requirements through the sale of equity and debt securities,
operations and its revolving credit facility.

During the nine months ended Sept. 30, 2013, cash flows used by
operating activities were $1,379,922, consisting primarily of a
net loss of $3,606,488 and a decrease in accounts payable and
accrued expenses of $2,050,128, offset by a decrease in accounts
receivable of $3,181,489.

During the nine months ended Sept. 30, 2013, cash flows provided
by investing activities were $4,853,168, consisting of $4,945,400
received upon the sale of the Biodiesel Production Facility,
$4,100 received from the sale of other property and equipment,
offset by $96,332 paid for purchases of property and equipment.

During the nine months ended Sept. 30, 2013, cash flows used in
financing activities were $1,538,233, consisting primarily of the
full repayment of the $1,650,000 in aggregate principal amount of
the Beacon Merger Notes, offset by $190,485 of net proceeds of the
Company?s revolving credit facility.

As of Sept. 30, 2013, the Company had a deficit in working capital
of $5,606,181.

"Since the start of 2013, the EPA and other federal agencies have
delayed the authorization of new funding and work under existing
task orders and the authorization of new task orders due in large
part to the actual and threatened unspecified cuts in federal
discretionary spending in the federal budget sequestration process
under the Budget Control Act of 2011.  Further, on October 1, 2013
the federal government shut down for a period of 17 days.  In
anticipation of the Shutdown, many of our funded projects were
delayed, and some were temporarily shut down.  These events have
negatively impacted our revenues from the EPA and other federal
agencies, which has had a negative impact upon our financial
results. The federal government is expected to hold further budget
meetings in February 2014.  There can be no assurance as to the
outcome of those budget meetings and the impact that those
meetings might have on the Company?s operations," the Company said
in the Form 10-Q.

"The Company currently has Private Placement Notes with aggregate
obligations of $5,047,838 outstanding as of September 30, 2013 (as
discussed in Note 8) that mature on March 15, May 13 and December
31, 2014. The Company is in discussions with the holders of these
Private Placement Notes, and expects that, for certain holders, it
will be able to extend the maturities of such obligations beyond
their current terms; however, the Company has not secured any
commitment for such extensions at this time, nor can it provide
any assurance that such extensions will be agreed to on
commercially acceptable terms, or at all.

"The Company also has a Loan Agreement with a balance of
$5,101,258 outstanding as of September 30, 2013 (as discussed in
Note 6), which expires on January 21, 2014. The Company expects to
be able to extend the Loan Agreement under similar terms; however,
the Company has not secured any commitment to an extension at this
time, nor can it provide any assurance that an extension will be
agreed to on commercially acceptable terms, or at all.

"On March 26, 2013, the Company received a letter from the Air
Force seeking reimbursement of approximately $3.69 million related
to the FOB Hope Project (as discussed in Note 10). The Company?s
management believes that it will be successful in defending its
position with the Air Force. However, if the Company is not
successful in defending its position, the outcome would have a
material adverse effect on the Company?s business.

"In order to execute the Company?s long-term growth strategy,
which may include selected acquisitions of businesses that may
bolster the expansion of the Company?s environmental services
business, the Company will need to raise additional funds through
public or private equity offerings, debt financings, or other
means.

"The Company has identified potential sources of additional
capital which might include offerings to its existing management
or to its existing principal investors, including Argentum Capital
Partners II, L.P. or from others; however, the Company has not
secured any commitment for new financing at this time, nor can it
provide any assurance that new financing will be available on
commercially acceptable terms, if needed.

"These matters raise substantial doubt about the Company?s ability
to continue as a going concern. If the Company is unable to extend
the maturities of the Private Placement Notes, is unable to extend
the maturity of its Loan Agreement or is negatively impacted by
the business factors discussed above, the Company may have to
curtail its development and operations, delay note or vendor
payments, and/or initiate cost reductions, which would have a
material adverse effect on the Company?s business, financial
condition and results of operations."

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

                        http://is.gd/P6i8ui

Headquartered in Cincinatti, Ohio, EQM Technologies & Energy, Inc.
provides a full range of environmental services, including clean
technology, remediation and construction management to commercial
and governmental entities in the United States.


EWGS INTERMEDIARY: Panel Hires Cooley LLP as Lead Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of EWGS
Intermediary, LLC and Edwin Watts Golf Shops, LLC seeks
authorization from the Hon. Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware to retain Cooley LLP as lead
counsel to the Committee, nunc pro tunc to Nov. 12, 2013.

The Committee requires Cooley LLP to:

   (a) attend the meetings of the Committee;

   (b) review financial and operational information furnished by
       the Debtors to the Committee;

   (c) analyze and negotiate the budget and the terms of the
       debtor-in possession financing;

   (d) assist in the efforts to sell assets of the Debtors in a
       manner that maximizes the value for creditors;

   (e) analyze any chapter 11 plan of liquidation;

   (f) review and investigate the liens of purported secured
       parties;

   (g) review and investigate prepetition transactions in which
       the Debtors and their insiders were involved;

   (h) confer with the Debtors' management and counsel;

   (i) review the Debtors' schedules, statements of financial
       affairs and business plan;

   (j) advise the Committee as to the ramifications regarding all
       of the Debtors' activities and motions before this Court;

   (k) file appropriate pleadings on behalf of the Committee;

   (l) review and analyze the Debtors' investment banker's work
       product and report to the Committee;

   (m) provide the Committee with legal advice in relation to the
       Chapter 11 cases;

   (n) prepare various applications and memoranda of law submitted
       to the Court for consideration; and

   (o) perform such other legal services for the Committee as may
       be necessary or proper in these proceedings.

Cooley LLP will be paid at these discounted hourly rates:

       Lawrence C. Gottlieb, Partner        $796
       Jay R. Indyke, Partner               $756
       Brent Weisenberg, Associate          $603
       Richelle Kalnit, Associate           $589.50
       Robert Winning, Associate            $391.50
       Jeremy Rothstein, Associate          $319.50

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

For professional services, fees are based on Cooley LLP's standard
hourly rates, less the applicable discount provided to the
Committee, provided further that Cooley LLP's blended aggregate
hourly rate will not exceed $540. The proposed rates of
compensation, subject to the agreed upon discount and final Court
approval, are the customary hourly rates in effect when services
are performed by the attorneys, legal assistants and staff who
provide services to the Committee.

The Executive Office for United States Trustees recently adopted
new Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 by
Attorneys in Larger Chapter 11 Cases -- so-called Appendix B
Guidelines.  By their terms, the Appendix B Guidelines "apply to
the USTP's review of applications for compensation filed by
attorneys in larger chapter 11 cases," and are intended as an
update to the original Guidelines adopted by the EOUST in 1996.

Cooley LLP will represent the Committee in coordination with
Richards, Layton & Finger, P.A., the Committee's proposed Delaware
counsel.  Cooley LLP and Richards, Layton & Finger, P.A. have
discussed a division of responsibilities in connection with their
representation of the Committee, especially in light of the issues
and concerns raised by the Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Section 330 by Attorneys in Larger Chapter 11 Cases,
effective Nov. 1, 2013 (the "UST Guidelines), and will make every
effort to avoid and minimize duplication of services in their
respective representations.

As required by the UST Guidelines, Cooley LLP responds to the
questions set forth in Section D as follows:

   -- Cooley advised the Committee that its fees will be
      commensurate with the fees charged to its other clients and
      fees charged in cases of this size, provided that Cooley
      agreed (i) to a 20% discount on its customary fees for
      services performed by Lawrence C. Gottlieb and Jay R. Indyke
      and a 10% discount on its customary fees for services
      performed by all other Cooley timekeepers and (ii) that its
      blended aggregate hourly rate will not exceed $540.

   -- None of the professionals included in this engagement vary
      their rate based on the geographic location of the
      bankruptcy case.

   -- Cooley did not represent the Committee prior to the Petition
      Date.

   -- The Committee was provided with a budget and staffing plan,
      each of which has been approved.

In a declaration filed together with the Application, Diana
Schelin and Denise Reyes, co-chairman of the Committee, said that
prior to selecting Cooley, the Committee discussed the hourly
billing rates of three other firms and compared them to Cooley's
rates.  In addition, the Committee confirmed that (i) the Cooley
attorneys staffed to this engagement will not be charging a
premium or in any way increasing their hourly rates over the fees
charged to non-bankruptcy clients and (ii) the material terms for
the engagement are comparable to terms of other comparably skilled
professionals who the Committee interviewed.

Lawrence C. Gottlieb, partner of Cooley LLP, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
hiring on Feb. 20, 2014, at 3:00 p.m.  Objections were due Jan.
21, 2014.

Cooley LLP can be reached at:

       Lawrence C. Gottlieb, Esq.
       COOLEY LLP
       The Grace Building
       1114 Avenue of the Americas
       New York, NY 10036-7798
       Tel: +1 212 479 6140
       Fax: +1 212 479 6275
       E-mail: lgottlieb@cooley.com

                       About EWGS Intermediary

EWGS Intermediary and Edwin Watts Golf Shops, which operate as an
integrated, multi-channel retailer, offering brand name golf
equipment, apparel and accessories, filed for Chapter 11
protection on Nov. 4, 2013 (Bankr. D. Del. Lead Case No.
13-12876).  They are represented by Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware.  The Debtors tapped Bayshore
Partners LLC as their investment banker, FTI Consulting, LLC, as
their financial advisors, and Epiq Bankruptcy Solutions, LLC, as
claims and noticing agent.  The Company indicates total assets
greater than $100 million on its Chapter 11 petition.

As reported in the Troubled Company Reporter on Nov. 26, 2013,
Edwin Watts Golf Shops LLC, which sells golf equipment and
clothing online and through 90 U.S. retail stores, won court
approval of procedures for a bankruptcy sale process without
having a lead bidder under contract.

PNC Bank, National Association, the DIP Agent, is represented by
Regina Stango Kelbon, Esq., at Blank Rome LLP, in Wilmington,
Delaware.


EWGS INTERMEDIARY: Creditors' Panel Hires PwC as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of EWGS
Intermediary, LLC and its debtor-affiliates seeks authorization
from the U.S. Bankruptcy Court for the District of Delaware to
retain PricewaterhouseCoopers LLP as financial advisor to the
Committee, nunc pro tunc to Nov. 12, 2013.

PwC will provide services to the Committee in two phases.  In the
first phase, PwC will provide the following advisory services (the
"Phase I Advisory Services") to the Committee:

   (a) assistance in the review and monitoring of the asset sale
       and Going Out of Business ("GOB") process, including but
       not limited to an assessment of the adequacy of the
       marketing process, completeness of any buyer lists, review
       and quantifications of any submitted bids and attendance at
       any auction;

   (b) assistance in the review of other financial information
       prepared by the Debtors and their advisors, including
       but not limited to cash flow projections and budgets,
       business plans and any other financial analyses associated
       with historical or projected performance;

   (c) advise and assist the Committee with regard to the Debtors'
       real property and or leasehold interests;

   (d) assistance in the review of financial related disclosures
       required by the Court, including Schedules of Assets and
       Liabilities, the Statement of Financial Affairs and Monthly
       Operating Reports;

   (e) attendance at meetings and calls with the Debtors,
       potential investors, lenders, the Committee, the U.S.
       Trustee and any other parties in interest related to
       matters associated with the Chapter 11 Cases;

   (f) assistance in the preliminary analysis and evaluation of
       potential claims for recharacterization of debt to equity,
       equitable subordination and other causes of action;

   (g) perform a preliminary review of the Debtors' books and
       records and other investigations that may be undertaken
       with respect to pre-petition acts, related party
       transactions, financial condition of the Debtors, its
       management, creditors including the operation of their
       businesses, and, as appropriate, avoidance actions,
       preferences and fraudulent conveyances; and

   (h) render any other advisory services, as requested by counsel
       to the Committee or any member of the Committee related to
       matters associated with the Chapter 11 Cases.

PwC will also provide the following additional advisory services
(the "Phase II Advisory Services") to the Committee:

   (a) assist the Committee in analyzing and monitoring the wind
       down of the Debtors estate;

   (b) assist the Committee in evaluating and formulating a Plan
       of Reorganization or as part of a plan of liquidation
       including but not limited to analyzing creditor recoveries;
   (c) monitor the Debtors' activities regarding cash
       expenditures, receivable collections, asset sales and
       projected cash requirements in connection with the wind-
       down process;

   (d) assist the Committee in reviewing, analyzing and
       prosecuting potential claims and causes of action,
       including but not limited to recharacterization of debt
       to equity, equitable subordination, fraudulent conveyance
       and other causes of action;

   (e) provide expert testimony in connection with any actions
       referenced above; and

   (f) render any other advisory services, as requested by counsel
       to the Committee or any member of the Committee related to
       matters associated with the Chapter 11 Cases.

Pursuant to the terms and conditions of the Engagement Letter and
subject to the Court's approval, PwC will:

   -- receive a fixed fee of $100,000.00 for Phase I Advisory
      Services and Phase II Advisory Services through and
      including Dec. 31, 2013, and,

   -- seek compensation at a blended hourly rate of $500 per hour
      for such services rendered for Phase II Advisory Services
      but only to the extent such services are provided on or
      after Jan. 1, 2014:

       Director                 $550
       Manager                  $400
       Senior Associate         $290
       Associate                $225
       Paraprofessional         $150

   -- seek monthly reimbursement of actual and necessary out-of-
      pocket expenses, any applicable sales, use or value added
      tax, and PwC's internal per ticket charges for booking
      travel.

Perry Mandarino, partner of PwC, assured the Court that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
hiring on Feb. 20, 2014, at 3:00 p.m.  Objections, if any, are due
Jan. 30, 2014, at 4:00 p.m.

PwC can be reached at:

       Perry Mandarino
       PRICEWATERHOUSECOOPERS LLP
       300 Madison Avenue
       New York, NY 10017
       Tel: +1 (646) 471 7589

                       About EWGS Intermediary

EWGS Intermediary and Edwin Watts Golf Shops, which operate as an
integrated, multi-channel retailer, offering brand name golf
equipment, apparel and accessories, filed for Chapter 11
protection on Nov. 4, 2013 (Bankr. D. Del. Lead Case No.
13-12876).  They are represented by Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware.  The Debtors tapped Bayshore
Partners LLC as their investment banker, FTI Consulting, LLC, as
their financial advisors, and Epiq Bankruptcy Solutions, LLC, as
claims and noticing agent.  The Company indicates total assets
greater than $100 million on its Chapter 11 petition.

As reported in the Troubled Company Reporter on Nov. 26, 2013,
Edwin Watts Golf Shops LLC, which sells golf equipment and
clothing online and through 90 U.S. retail stores, won court
approval of procedures for a bankruptcy sale process without
having a lead bidder under contract.

PNC Bank, National Association, the DIP Agent, is represented by
Regina Stango Kelbon, Esq., at Blank Rome LLP, in Wilmington,
Delaware.


EWGS INTERMEDIARY: Panel Hires Richards Layton as Delaware Counsel
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The Official Committee of Unsecured Creditors of EWGS
Intermediary, LLC and its debtor-affiliates asks for authorization
from the U.S. Bankruptcy Court for the District of Delaware to
retain Richards, Layton & Finger, P.A. as Delaware counsel to the
Committee, nunc pro tunc to Nov. 14, 2013.

The Committee requires Richards Layton to:

   (a) advise the Committee of its rights, powers and duties in
       the Chapter 11 Cases;

   (b) assist and advise the Committee in its consultations with
       the Debtors relative to the administration of the Chapter
       11 Cases;

   (c) assist the Committee in analyzing the claims of the
       Debtors' creditors and in negotiating with such creditors;

   (d) assist with the Committee's investigation of the acts,
       conduct, assets, liabilities and financial condition of the
       Debtors and of the operation of the Debtors' businesses;

   (e) assist the Committee in its analysis of, and negotiations
       with, the Debtors or their creditors concerning matters
       related to, among other things, the terms of any plan or
       plans of reorganization or liquidation or any section 363
       sale;

   (f) prepare on behalf of the Committee any necessary motions,
       applications, objections, answers, orders, reports and
       papers in furtherance of the Committee's interests and
       objectives; and

   (g) perform all other necessary legal services as may be
       required and are deemed to be in the interests of the
       Committee in connection with the Chapter 11 Cases.

Richards Layton will be paid at these hourly rates:

       Michael J. Merchant, Director      $540
       Christopher M. Samis, Associate    $400
       William A. Romanowies, Associate   $250
       Barbara J. Witters, Paralegal      $215

Richards Layton will also be reimbursed for reasonable out-of-
pocket expenses incurred.

As required by the Guidelines for Reviewing Applications for
Compensation and Reimbursement of Expenses Filed under 11 U.S.C.
Section 330 by Attorneys in Larger Chapter 11 Cases, effective
Nov. 1, 2013, Richards Layton responded to the questions set forth
in Section D of the UST Guidelines as follows:

   (a) Richards Layton advised the Committee that its fees will be
       commensurate with the fees charged to its other clients and
       fees charged in cases of this size, provided that Richards
       Layton agreed to (i) a discount on Michael J. Merchant's
       customary hourly rate from $600 to $540 and (ii) a discount
       on Christopher M. Samis' customary hourly rate from $450 to
       $400;

   (b) None of the professionals included in this engagement vary
       their rate based on geographic location of the bankruptcy
       case;

   (c) Richards Layton did not represent the Committee prior to
       the petition date, although Richards Layton did represent
       one of the Committee members, Cleveland Golf Co., at the
       Formation Meeting, as discussed in greater detail at
       Paragraph 10 of the Merchant Declaration; and

   (d) The Committee was provided with the budget attached to the
       order approving the Debtors' post-petition financing, which
       provides for $250,000 in fees and expenses for the
       Committee's professionals through the end of December 2013
       (the "Initial Period").  The Committee and counsel shall
       further refine the budget through the Initial Period and
       develop a budget and staffing plan to apply after the end
       of the Initial Period for further period to be decided
       between Richards Layton and the Committee.  Any revised
       budget for the Initial Period and any budgets agreed to for
       any periods subsequent to the Initial Period shall
       accompany any fee applications filed for th period in
       question.

Michael J. Merchant, director of Richards Layton, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
hiring on Feb. 20, 2014, at 3:00 p.m.  Objections, if any, are due
Jan. 28, 2014, at 4:00 p.m.

Richards Layton can be reached at:

       Michael J. Merchant, Esq.
       RICHARDS, LAYTON & FINGER, P.A.
       One Rodney Square, 920 North King Street
       Wilmington, DE 19801
       Tel: (302) 651-7854
       Fax: (302) 498-7854
       E-mail: merchant@rlf.com

                       About EWGS Intermediary

EWGS Intermediary and Edwin Watts Golf Shops, which operate as an
integrated, multi-channel retailer, offering brand name golf
equipment, apparel and accessories, filed for Chapter 11
protection on Nov. 4, 2013 (Bankr. D. Del. Lead Case No.
13-12876).  They are represented by Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware.  The Debtors tapped Bayshore
Partners LLC as their investment banker, FTI Consulting, LLC, as
their financial advisors, and Epiq Bankruptcy Solutions, LLC, as
claims and noticing agent.  The Company indicates total assets
greater than $100 million on its Chapter 11 petition.

As reported in the Troubled Company Reporter on Nov. 26, 2013,
Edwin Watts Golf Shops LLC, which sells golf equipment and
clothing online and through 90 U.S. retail stores, won court
approval of procedures for a bankruptcy sale process without
having a lead bidder under contract.

PNC Bank, National Association, the DIP Agent, is represented by
Regina Stango Kelbon, Esq., at Blank Rome LLP, in Wilmington,
Delaware.


EXONE CO: Reports $224,000 Net Loss for Sept. 30 Quarter
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The ExOne Company filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $224,000 on $11.62 million of revenues for the three months
ended Sept. 30, 2013, compared with a net loss of $5.79 million on
$8.51 million of revenues for the same period in 2012.

The Company's balance sheet at Sept. 30, 2013, showed $162.7
million in total assets, $13.11 million in total liabilities, and
stockholders' equity of $149.59 million.

"The Company has incurred net losses of approximately $9,688,
$7,617 and $5,180 for the years ended December 31, 2012, 2011 and
2010, respectively. As shown in the accompanying condensed
consolidated financial statements, the Company incurred a net loss
of approximately $224 and $3,120 for the quarter and nine months
ended September 30, 2013. Prior to Reorganization the Company
operated as a limited liability company and was substantially
supported by the continued financial support provided by its
majority member. These conditions raised substantial doubt as to
the Company?s ability to continue as a going concern," the Company
said in the regulatory filing.

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

                       http://is.gd/N1e5VE

North Huntingdon, Pa.-based The ExOne Company (Nasdaq: XONE) is a
global provider of 3D printing machines and printed products to
industrial customers.


FISKER AUTOMOTIVE: Energy Sec. Says Co. Must Remain in the U.S.
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that regardless of which Chinese bidder ends up purchasing
electric-car maker Fisker Automotive Inc., manufacturing and
research can't be moved abroad, U.S. Energy Secretary Ernest Moniz
said on Jan. 22.

According to the report, Moniz said he won't chose between Hybrid
Tech Holdings LLC, the buyer favored by Fisker, or Wanxiang Group
Corp., proposed by the official creditors' committee. He said
technology transfer limitations contained in a federal loan
preclude moving the business offshore.

The bankruptcy judge is requiring an auction where Hybrid Tech
can't bid more than $25 million of the $168.5 million government
loan it purchased, the report related.

Until barred by the judge, Hybrid would have bought Fisker using
$75 million of the government loan as a credit bid, the report
said.  Wanxiang has said it will bid $35.8 million in cash.
Wanxiang has 27 plants in 13 U.S. states.

                       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.

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.

Bankruptcy Judge Kevin Gross presides over the case.  The Debtors
have tapped James H.M. Sprayregen, P.C., Esq., Anup 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.

On November 5, 2013, the Official Committee of Unsecured Creditors
was appointed. The members are: (a) David M. Cohen; (b) Sven
Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna
E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc.
The Committee is represented by William R. Baldiga, Esq., and
Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti,
Esq., at Saul Ewing LLP.

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  The Committee,
however, wants a sale public sale, and has identified Wanxiang
America Corporation as stalking horse bidder.

Hybrid was initially under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
immediately before the Debtor's Chapter 11 filing.  Hybrid later
raised 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 also offered to pay real
estate taxes on the Delaware plant.  Hybrid also will waive $90
million in deficiency claims that otherwise would dilute unsecured
creditors' recovery.

Wanxiang, as stalking horse bidder, initially offered $25.8
million in cash.  However, Wanxiang has said it has raised its
offer by $10 million and is willing to go higher.

After the hearings on Jan. 10 and 13, the Court directed a public
auction, and capped Hybrid's credit bid to $25 million.

In response, Hybrid raised its offer to $55 million.

Hybrid is represented by Tobias Keller, Esq., and Peter
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California.

Wanxiang, which bought A123 Systems, Inc., a manufacturer of
lithium-ion batteries used in electric vehicles such as the Fisker
Karma, in a bankruptcy auction early in 2013 for $256.6 million,
is represented in Fisker's case by Sidley Austin LLP's Bojan
Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway
Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Kenneth J. Enos, Esq.


FISKER AUTOMOTIVE: Auction Ruling Is Appealed
---------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that a
takeover vehicle associated with Hong Kong billionaire Richard Li
on Jan. 27 mounted an emergency appeal attacking a bankruptcy
court decision that put Fisker Automotive Inc. on the auction
block.

According to the report, Mr. Li's acquisition vehicle, Hybrid Tech
Holdings LLC, is due to face off Feb. 12 against an affiliate of
China's Wanxiang Group, in a Chapter 11 auction duel for the
assets of Fisker, a failed luxury hybrid car maker. Hybrid Tech's
lawyers said in court filings Monday that the order authorizing
the auction has shaken up the terrain for secured lenders and
raises questions of national importance, justifying an emergency
trip to the Third U.S. Circuit Court of Appeals.

If Hybrid Tech can't get in front of an appellate panel quickly,
its rights as owner of the taxpayer-backed loan that sits at the
top of Fisker's pile of debt will be jeopardized, Hybrid Tech
attorneys said in papers filed on Jan. 27 in federal court in
Delaware, the report related.  It is asking the federal district
court to speed up the timetable on the appeal of a Jan. 10
decision by Judge Kevin Gross, who ordered the auction.

Fisker's other creditors say Hybrid Tech's rights to collect on
the loan aren't threatened by the competitive bidding, so there
should be no appeal, the report said.

The timeline proposed by Hybrid Tech is aimed at getting a hearing
on the appeal before the results of the auction are approved,
which may be as soon as Feb. 14, court papers say, the report
further related.

                       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.

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.

Bankruptcy Judge Kevin Gross presides over the case.  The Debtors
have tapped James H.M. Sprayregen, P.C., Esq., Anup 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.

On November 5, 2013, the Official Committee of Unsecured Creditors
was appointed. The members are: (a) David M. Cohen; (b) Sven
Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna
E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc.
The Committee is represented by William R. Baldiga, Esq., and
Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti,
Esq., at Saul Ewing LLP.

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  The Committee,
however, wants a sale public sale, and has identified Wanxiang
America Corporation as stalking horse bidder.

Hybrid was initially under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
immediately before the Debtor's Chapter 11 filing.  Hybrid later
raised 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 also offered to pay real
estate taxes on the Delaware plant.  Hybrid also will waive $90
million in deficiency claims that otherwise would dilute unsecured
creditors' recovery.

Wanxiang, as stalking horse bidder, initially offered $25.8
million in cash.  However, Wanxiang has said it has raised its
offer by $10 million and is willing to go higher.

After the hearings on Jan. 10 and 13, the Court directed a public
auction, and capped Hybrid's credit bid to $25 million.

In response, Hybrid raised its offer to $55 million.

Hybrid is represented by Tobias Keller, Esq., and Peter
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California.

Wanxiang, which bought A123 Systems, Inc., a manufacturer of
lithium-ion batteries used in electric vehicles such as the Fisker
Karma, in a bankruptcy auction early in 2013 for $256.6 million,
is represented in Fisker's case by Sidley Austin LLP's Bojan
Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway
Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Kenneth J. Enos, Esq.


FREE LANCE-STAR: Files for Chapter 11 to Auction Assets
-------------------------------------------------------
The Free Lance-Star Publishing Co. of Fredericksburg, Va., owner
of the Free Lance-Star newspaper, sought bankruptcy protection to
auction off its assets three months from now.

Sandton Capital Partners, which bought the Company's secured debt
prepetition, has conveyed interest to buy the assets.  However,
the parties have failed to reach an agreement on a stalking horse
bid, and, as a result, the Company has opted to push through with
an auction without a lead bidder.

Lynn L. Tavenner, Esq., at Tavenner & Beran, PLC, proposed counsel
to the Debtors, relates, "The Debtors have determined, with the
advice and assistance of their professionals, to pursue a sale of
the Assets.  However, in the interests of time, and in order to
maintain maximum flexibility with respect to the Proposed Sale,
the Debtors have opted not to continue in lengthy discussions and
negotiations with prospective purchasers in an effort to select a
stalking horse bid for the Assets.  Rather, they are soliciting
one or more qualified bids for the Assets without having provided
any bid protections or other form of strategic advantage to any
particular prospective bidder."

                         Bidding Procedures

The Debtors seek offers for the purchase of their assets, utilized
in the ordinary course operation of the business.  The Debtors
propose to sell the assets to the highest or otherwise best bidder
at auction.  The proposed sale will be on an "as is," "where is,"
and "with all faults" basis.

Any person seeking to become a potential bidder must deliver to
the financial advisor to the Debtors, Protiviti, Inc., Attn:
Suzanne B. Roski, 1051 East Cary Street, Suite 602, Richmond, VA
23219, an executed confidentiality agreement, and evidence of
financial capacity to consummate the sale.  Eligible bidders will
be notified by the Debtors and will be allowed to conduct due
diligence.

Initial bids must be sent to (i) counsel to the Debtors, Tavenner
& Beran, PLC, Attn: Lynn L. Tavenner, Esquire, 20 North Eighth
Street, Second Floor, Richmond, VA 23219; and (ii) the financial
advisor to the Debtors, Protiviti, Inc., Attn: Suzanne B. Roski,
1051 East Cary Street, Suite 602, Richmond, VA, not later than
5:00 p.m. (Eastern Time), on April 22, 2014.

The Debtors will conduct an auction if, and only if, one or more
qualified bids have been timely received.  The auction will
commence at 11:00 a.m. (Eastern Time) on April 28, 2014 at the
offices of Tavenner & Beran, PLC, 20 North Eighth Street,
Richmond, VA 23219.

The Debtors will select the prevailing bid and the back-up bid at
the auction.  Any bid made at the auction will remain open,
irrevocable and subject to acceptance by the Debtors until May 30,
2014.

The Debtors propose a sale hearing on April 30, 2014, subject to
the court's calendar.

                           Tower Assets

The Debtors have filed a separate motion to sell their Tower
Assets, i.e. certain real property and improvements thereon in the
form of transmission towers.  Tower Assets also generate
approximately $13,100 per month in the form of rents.

The Debtors propose a separate auction for the Tower Assets
although the schedule remains the same.  The Debtors also propose
an April 22 bid deadline, an April 28 auction, and an April 30
sale hearing.

                         First-Day Motions

Aside from the proposed bidding procedures, the Debtors on the
Petition Date filed a variety of motions, including requests to
(i) extend the deadline to file their schedules of assets and
liabilities and statements of financial affairs, (ii) continue
their customer programs, (iii) maintain existing insurance
policies, (iv) pay prepetition taxes and fees, (v) continue their
cash management system, (vi) grant adequate assurance of payment
to utilities, and (vii) use cash collateral of prepetition
lenders.  The Debtors sought an expedited hearing on the first-day
pleadings.  A hearing was slated for Jan. 24, 2014.

                         Road to Bankruptcy

Lynn L. Tavenner, Esq., the Debtors' proposed counsel, said in
court filings that in 2006, the Company developed plans to
diversify the portfolio of offered services by significant
expansion of the commercial printing business.  In 2007, the
Company borrowed $50.8 million from Branch Banking and Trust.  The
Company designed and built a state-of-the-art printing facility
that began operation in 2009.

According to Ms. Tavenner, the building of the plant coincided
with the worst recession since the Great Depression.  Newspaper
and radio advertising declined precipitously as businesses reduced
their marketing budgets.  Additionally, newspaper circulation
revenue declined as many readers migrated to the internet for
their news.

As early as 2009, the Company has failed to comply with certain
covenants of its loan agreement with BB&T.  In December 2011, the
Company signed a forbearance agreement with BB&T.  In 2011 Josiah
P. Rowe III retired after 60 years as publisher, and Nicholas J.
Cadwallender became President and Publisher, with Florence C.
Barnick serving as Associate Publisher.  The Company continued to
make timely payments to BB&T even though revenue continued to
decline.  Efforts to restructure the business to become compliant
with the loan covenants could not fully offset the continued
revenue losses.  These efforts included reducing employee head
count by one third from 454 full and part-time employees in 2007
to 303 full and part-time employees at the end of 2013.

At BB&T's request, the Company attempted -- but failed -- to
refinance the BB&T obligations.  The Company, with the assistance
of professional advisors, pursued a sale as a going concern but
was not able to find a buyer willing to purchase the business at
an acceptable price.  In late June 2013, BB&T, with permission of
the Company, sold the loan to DSP Acquisitions, LLC, a company
operated by Sandton Capital Partners.

Sandton informed the Company that it wanted the Company to file a
Chapter 11 bankruptcy case and sell substantially all of its
assets pursuant to 11 U.S.C. Sec. 363.  Sandton also indicated
that it desired to be the entity that obtained the Company's
assets and that it would continue the Company's businesses.

With no better option available, the Company agreed to work with
Sandton in connection with a Chapter 11 filing in an effort to
maximize the value of its assets and in the hopes of providing a
mechanism for the continuation of the Company's businesses and
mission, which have developed over the past 129 years.

Unfortunately, according to Ms. Tavenner, there remain material
disagreements on the implication of certain facts.  Consequently,
the parties have been unable to agree on (i) Sandton's adequate
protection and (ii) the appropriate impact of those facts in
relation to a sale transaction.

               About The Free Lance-Star Publishing

The Free Lance-Star Publishing Co. of Fredericksburg, Va., is a
publishing, newspaper, radio and communications company based in
Fredericksburg, Virginia and owned by the family of Josiah P. Rowe
III.  FLS's single, seven-day a week newspaper, The Free Lance-
Star was first published in 1885 when a group of local
Fredericksburg merchants and businessmen created the paper to
serve the news and advertising needs of the community.  FLS also
owns radio stations WFLS-AM, FLS-FM, and WVBX.  FLS owns the
community and news portal http://www.fredericksburg.com/

FLS filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case
No. 14-30315) in Richmond, Virginia, on Jan. 23, 2014.  William
Douglas Properties, L.L.C., a related entity that owns a portion
of the land pursuant to which FLS operates certain aspects of its
business, also sought bankruptcy protection.

Judge Keith L. Phillips was initially assigned to the cases, but
the cases were reassigned to Judge Kevin R. Huennekens on the
Petition Date.

The Debtors have tapped Tavenner & Beran, PLC, as counsel; and
Protiviti, Inc., as financial advisor.


FREE LANCE-STAR: Sandton Unit Wants More Adequate Protection
------------------------------------------------------------
The Free Lance-Star Publishing Co. of Fredericksburg, Va., asks
for approval from the bankruptcy court to use cash collateral and
grant its secured creditor, a unit Sandton Capital Partners,
adequate protection.

Pursuant to a secured credit agreement signed September 11, 2007,
Branch Banking and Trust agreed to make available (i) loans in the
aggregate principal amount not to exceed $45,842,400, and (ii) a
revolving line of credit loan of up to $5,000,000.  The revolving
loan has been repaid.  DSP Acquisition LLC, a company operated by
Sandton Capital Partners, purchased the loan in June 2013.  The
amount outstanding as of the Petition Date is $37,890,000.

The Debtors seek to use cash collateral to fund the operation of
their business for the next months.  The Debtors propose to use
cash in accordance with a budget.

The Debtors will provide DSP a replacement lien in the Debtors'
postpetition assets, to the same extent of its prepetition liens.
DSP will also receive, as additional adequate protection, a
payment of the first day of each month in the amount of $70,000.

The obligations to DSP are secured by liens on and security
interests in substantially all of their assets.  The Debtors,
however, say that their Tower Assets -- certain real property and
improvements thereon in the form of transmission towers -- are not
subject to DSP's perfected security interest.  No entity,
according to the Debtors, has a perfected security interest in the
Tower Assets or the rents generated therefrom and certain other
estate property.

DSP, which claims to be undersecured, says it does not oppose the
use of cash collateral per se, but it objects to the terms
proposed by the Debtors.

DSP says the proposed adequate protection -- granting replacement
liens on property that is already subject to DSP's liens and
security interests and making periodic cash payments to DSP from
DSP's cash Collateral -- is insufficient.

Nevertheless, DSP has been and continues to be willing to consent
to the entry of an interim order approving the use of cash
collateral, provided that certain modifications are made.

DSP wants the order to include that DSP is entitled, pursuant to
Sections 361, 363(c)(2) and 363(e) of the Bankruptcy Code,
effective as of the Petition Date, to adequate protection of its
interests in the Collateral in an amount equal to the aggregate
diminution in the value of the Collateral from the Petition Date.
DSP wants replacement security interests in all prepetition and
postpetition assets and properties and causes of action to recover
preferences, fraudulent transfers or any other avoidance claims
under Chapter 5 of the Bankruptcy Code and the proceeds thereof.
DSP also wants to the extent of the diminution in value of the
collateral, a superpriority claim over all administrative expense
claims and unsecured claims against the Debtors, as provided for
in Sections 503(b) and/or 507(b) of the Bankruptcy Code.

As additional adequate protection, DSP also wants (i) current cash
payments of all fees and expenses payable to DSP under the loan
documents, including but not limited to, the reasonable fees and
expenses of counsel for DSP, and (ii) payments in the amount that
the Debtors would otherwise have been required to make to DSP for
interest and fees.

DSP is represented by:

         William A. Gray, Esq.
         Elizabeth L. Gunn, Esq.
         SANDS ANDERSON PC
         1111 East Main Street (23219)
         P.O. Box 1998
         Richmond, VA 23218-1998
         Telephone: (804) 648-1636
         Facsimile: (804) 783-7291

              - and -

         S. Jason Teele, Esq.
         Richard Bernstein, Esq.
         LOWENSTEIN SANDLER LLP
         65 Livingston Avenue
         Roseland, NJ 07068

               About The Free Lance-Star Publishing

The Free Lance-Star Publishing Co. of Fredericksburg, Va., is a
publishing, newspaper, radio and communications company based in
Fredericksburg, Virginia and owned by the family of Josiah P. Rowe
III.  FLS's single, seven day a week newspaper, The Free Lance-
Star was first published in 1885 when a group of local
Fredericksburg merchants and businessmen created the paper to
serve the news and advertising needs of the community.  FLS also
owns radio stations WFLS-AM, FLS-FM, and WVBX.  FLS owns the
community and news portal http://www.fredericksburg.com/

FLS filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case
No. 14-30315) in Richmond, Virginia, on Jan. 23, 2014.  William
Douglas Properties, L.L.C., a related entity that owns a portion
of the land pursuant to which FLS operates certain aspects of its
business, also sought bankruptcy protection.

Judge Keith L. Phillips was initially assigned to the cases, but
the cases were reassigned to Judge Kevin R. Huennekens on the
Petition Date.

The Debtors have tapped Tavenner & Beran, PLC, as counsel; and
Protiviti, Inc., as financial advisor.


FREE LANCE-STAR: Asks for Feb. 21 Extension to File Schedules
-------------------------------------------------------------
The Free Lance-Star Publishing Co. of Fredericksburg, Va., asks
the bankruptcy court to extend the Feb. 6, 2014 deadline to file
their schedules of assets and liabilities and statements of
financial affairs by an additional 15 days.

Given the size and nature of their estates, the Debtors move for
this extension on the grounds that the Debtors require additional
time to compile and review information to ensure proper completion
and accuracy of their schedules and statements.

               About The Free Lance-Star Publishing

The Free Lance-Star Publishing Co. of Fredericksburg, Va., is a
publishing, newspaper, radio and communications company based in
Fredericksburg, Virginia and owned by the family of Josiah P. Rowe
III.  FLS's single, seven day a week newspaper, The Free Lance-
Star was first published in 1885 when a group of local
Fredericksburg merchants and businessmen created the paper to
serve the news and advertising needs of the community.  FLS also
owns radio stations WFLS-AM, FLS-FM, and WVBX.  FLS owns the
community and news portal http://www.fredericksburg.com/

FLS filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case
No. 14-30315) in Richmond, Virginia, on Jan. 23, 2014.  William
Douglas Properties, L.L.C., a related entity that owns a portion
of the land pursuant to which FLS operates certain aspects of its
business, also sought bankruptcy protection.

Judge Keith L. Phillips was initially assigned to the cases, but
the cases were reassigned to Judge Kevin R. Huennekens on the
Petition Date.

The Debtors have tapped Tavenner & Beran, PLC, as counsel; and
Protiviti, Inc., as financial advisor.


FRESH & EASY: Auction for Stockton Properties Set for Feb. 18
-------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Old FENM, Inc., f/k/a Fresh & Easy
Neighborhood Market Inc., and its affiliates, to sell certain of
the Debtors' real property commonly known as (i) 4650 Newcastle
Road, Stockton, California, and (ii) 834 Performance Drive,
Stockton, California, to US Real Estate Limited Partnership,
subject to an auction scheduled for Feb. 18, 2014, at 2:00 p.m.
(Pacific Time).

Objections to the terms of the sale order must be filed so as to
be received by Feb. 14.  The sale hearing will be held on Feb. 20.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, most of the Fresh & Easy business already has been sold to
Ron Burkle's Yucaipa Cos LLC but Yucaipa didn't seek the Stockton
properties.

                 About Fresh & Easy Neighborhood

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and
13-12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.

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

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker.  Prime Clerk
LLC acts as the Debtors' claims and noticing agent.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. The Debtors estimated assets of at least $100
million and liabilities of at least $500 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.  Pachulski Stang Ziehl & Jones LLP serves as
counsel to the Committee. FTI Consulting, Inc. serves as its
financial advisor.

The Debtors closed, on or about Nov. 26, 2013, the sale of about
150 supermarkets plus a production facility in Riverside,
California, to Ron Buckle's Yucaipa Cos.  Pursuant to the sale
terms, the bankruptcy company changed its name, and the name of
the case, to Old FENM Inc.


FRESH START: Has $129K Net Loss in Sept. 30 Quarter
---------------------------------------------------
Fresh Start Private Management, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $129,036 on $277,410 of net sales
for the three months ended Sept. 30, 2013, compared to a net loss
of $160,974 on $63,973 of net sales for the same period in 2012.

The Company's balance sheet at Sept. 30, 2013, showed
$5.93 million in total assets, $3.05 million in total liabilities,
and stockholders' equity of $2.87 million.

"The Company has incurred significant recurring losses which have
resulted in an accumulated deficit of $1,937,207, working capital
deficiency of $1,113,534 at September 30, 2013 and negative cash
flows from operations of $151,482 for the nine months ended
September 30, 2013 which raises substantial doubt about the
Company?s ability to continue as a going concern," the Company
said in the regulatory filing.

"Continuation as a going concern is dependent upon obtaining
additional capital and upon the Company?s attaining profitable
operations.  The Company will require a substantial amount of
additional funds to build a sales and marketing organization, and
to fund additional losses which the Company expects to incur over
the next few years.  The Company recognizes that, if it is unable
to raise additional capital, it may find it necessary to
substantially reduce or cease operations."

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

                        http://is.gd/PNufyV

Fresh Start Private Management, Inc. operates an alcohol
rehabilitation and treatment center in Santa Ana, California.  The
facility offers a 12-month treatment program consisting of
Naltroxone implant and counseling sessions.


GENON ENERGY: Moody's Reviews B2 Rating for Possible Downgrade
--------------------------------------------------------------
Moody's Investors Service placed GenOn Energy Inc. and its
subsidiaries' ratings under review for possible downgrade.
Affected entities include GenOn Energy (GenOn Energy, B2 Senior
Unsecured), GenOn Americas Generation, LLC (GenOn Americas, B3
Senior Unsecured), GenOn Mid-Atlantic (GenMA, Ba2 Senior Secured)
and GenOn REMA, LLC (GenOn REMA, B2 Senior Secured). "The ratings
of NRG Energy Inc. (NRG, Ba3/Stable), GenOn Energy's parent
company, are unaffected because we view GenOn Energy as a non-
recourse subsidiary to NRG," Moody's said.

"We placed GenOn entities under review for possible downgrade due
to the continued deterioration of power prices in the forward
markets, particularly beginning in 2015," said Toby Shea, VP --
Senior Analyst. "The falling forward power market has near-term
potential liquidity implications for GenOn Energy because its
GenMA subsidiary may soon not be allowed to make distributions to
its parent due to a two-year look-forward distribution test at
GenMA."

Ratings Rationale

"We consider GenMA to be an important source of cash flow for
servicing debt at GenOn Energy and GenOn Americas. During the last
three years, we understand that GenMA distributed more than $600
million of cash flow to the parent. Without dividends from GenMA,
GenOn Energy and GenOn Americas' liquidity will rely more heavily
on internal cash (which approximated $500 million at year-end
2013) to satisfy obligations and could be challenged as early as
2015 without any parent support or alternative sources of
liquidity such as asset sales. During the review, we will closely
evaluate GenOn Energy and GenOn Americas' liquidity conditions
under various price scenarios as well as management's options in
strengthening liquidity, such as an asset sale or foregoing some
of some the shared services fees, which amount to more than $200
million per year for GenOn entities," said Moody's.

"Due to the nearer term nature of the liquidity concern, we have
revised GenOn Energy's speculative-grade liquidity rating (SGL) to
SGL-4 from SGL-3. In addition to the approximate $500 million of
unrestricted cash, GenOn Energy has $200 million of availability
under a $500 million revolver provided by NRG," according to
Moody's.

"With respect to the rating review, the possibility of a multi-
notch downgrade does exist for the long-term ratings at all
registrants under the Genon Energy family. Moreover, the review
will also reevaluate the relationship between GenOn Energy's B2
Corporate Family Rating and the ratings of its subsidiaries.
Specifically, GenMA's senior secured rating of Ba2 is currently
substantially higher than other GenOn entities due to the higher
prospect for recovery given the superior asset quality at GenMA.
However, our view of GenMA's asset quality has evolved for the
worse because of the potential for stricter emission standards in
Maryland, which may lead to the closure of some or all of GenMA's
coal units at its Dickerson and Chalk Point plants," Moody's said.

Ratings Placed Under Review for Downgrade:

Issuer: GenOn Energy, Inc.

  Corporate Family Rating: B2

  Probability of Default Rating: B2-PD

  Senior Unsecured: B2, LGD4 58%

Issuer: GenOn Americas Generation, LLC

  Senior Unsecured: B3, LGD4 58%

Issuer: GenOn REMA, LLC

  Senior Secured: B2, LGD3 44%

Issuer: GenOn Mid-Atlantic, LLC

  Senior Secured: Ba2, LGD1 4%

  Outlook: Revised to Under Review for Downgrade from Stable

Ratings Revised:

Issuer: GenOn Energy, Inc.

  Speculative-Grade Liquidity Rating to SGL-4 from SGL-3

NRG, headquartered in Princeton, NJ, is a leading independent
power producer with ownership interests in 47 GW of generating
capacity, including 20 GW at its GenOn Energy subsidiary.

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


GREEN HORIZON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Green Horizon Manufacturing LLC
        Attn: James Pope Managing Member
        540 Fillmore St.
        San Francisco, CA 94117

Case No.: 14-30105

Chapter 11 Petition Date: January 26, 2014

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Hon. Dennis Montali

Debtor's Counsel: Ann McFarland Draper, Esq.
                  DRAPER LAW OFFICES
                  75 Broadway #202
                  San Francisco, CA 94111
                  Tel: (415) 989-5620
                  Fax: (415) 361-4001
                  Email: ann.draper@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by James D. Pope, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/canb14-30105.pdf


GREENHUNTER RESOURCES: Reports $371K Net Loss for Third Quarter
---------------------------------------------------------------
GreenHunter Resources, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $370,776 on $10.66 million of total revenues for the
three months ended Sept. 30, 2013, compared to a net loss of
$13.17 million on $4.87 million of total revenues for the same
period last year.

The Company's balance sheet at Sept. 30, 2013, showed $47.66
million in total assets, $26.5 million in total liabilities, and
stockholders' equity of $21.17 million.

As of Sept. 30, 2013, the Company had a working capital deficit of
$7.8 million which includes $2.5 million related to earlier
construction activities at its Mesquite Lake Biomass Plant that
are non-recourse to the parent company, GreenHunter Resources,
Inc.

"We have continued to experience losses from ongoing operations
but at a much reduced level.  This raises substantial doubt about
our ability to continue as a going concern.  We received a number
of capital advances in 2011 and 2012 from our Chairman in exchange
for promissory notes, all of which have been repaid through
September 30, 2013. We have a letter of guarantee from the
Chairman of the Company for up to $2.0 million of credit support
if needed to fund future operations which expires on December 31,
2013, all of which is available as of September 30, 2013.
Additionally, we believe that it is probable that we will not be
in compliance with certain existing covenants contained in our
secured debt agreements as of December 31, 2013.  Should we not be
in compliance with these covenants at year end, we will likely
need to obtain the necessary waivers from the specific lender(s)
prior to year end.  Senior management has already initiated these
discussions," the Company said in the regulatory filing.

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

                        http://is.gd/YM2M1L

Grapevine, Texas-based GreenHunter Resources, Inc. (NYSE MKT: GRH
and GRH.PRC) is a diversified water resource, waste management and
environmental services company specializing in the unconventional
oil and natural gas shale resource plays.


GXS WORLDWIDE: S&P Withdraws 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B'
corporate credit rating on GXS Worldwide Inc.  S&P also withdrew
the issue-level and recovery ratings on the company's debt, which
was repaid as part of the transaction.

"The rating withdrawal reflects that OpenText, a Canadian
enterprise software provider, completed its $1.165 billion
acquisition of business-to-business cloud integration services
provider GXS," said Standard & Poor's credit analyst Katarzyna
Nolan.  "All of GXS's outstanding debt was repaid as part of the
acquisition," she added.

Additional information regarding the closing of the acquisition
and related financing is available on OpenText's Current Report on
Form 8-K filed with the SEC on Jan. 16, 2014.  As a result, S&P is
withdrawing all ratings on GXS.


HAAS ENVIRONMENTAL: Taps Sherman Silverstein as Counsel
-------------------------------------------------------
Haas Environmental, Inc. seeks permission from the U.S. Bankruptcy
Court for the District of New Jersey to employ Sherman,
Silverstein, Kohl, Rose & Podolsky as replacement counsel for
Cozen O'Connor, PC, effective Dec. 9, 2013.

The Debtor requires Sherman Silverstein to:

   (a) advise the Debtor with respect to its powers and duties as
       a debtor-in-possession;

   (b) prepare applications, motions, pleadings, briefs,
       memoranda, and other documents and reports as may be
       required;

   (c) represent the Debtor in Court;

   (d) represent the Debtor in its dealings with creditors;

   (e) represent the Debtor in negotiating, drafting, confirming,
       and consummating a plan of reorganization;

   (f) represent the Debtor in the investigation of potential
       causes of action under the Bankruptcy Code and applicable
       state of law; and

   (g) perform such other services as may be necessary or
       appropriate.

Sherman Silverstein will be paid at these hourly rates:

       Arthur J. Abramowitz, shareholder         $650
       Jerrold N. Poslusny, Jr., shareholder     $475

Sherman Silverstein will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Jerrold N. Poslusny, Jr., shareholder of Sherman Silverstein,
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.

Sherman Silverstein can be reached at:

       Jerrold N. Poslusny, Jr., Esq.
       SHERMAN, SILVERSTEIN, KOHL, ROSE & PODOLSKY
       308 Harper Drive, Suite 200
       Moorestown, NJ 08057
       Tel: (856) 662-0700

Haas Environmental, Inc., filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 13-27297) on Aug. 6, 2013.  Eugene Haas signed the
petition as president.  Judge Kathryn C. Ferguson presides over
the case.  The Debtor disclosed $10,127,069 in assets and
$11,595,611 in liabilities as of the Chapter 11 filing.  Jerrold
N. Poslusny, Jr., Esq., at Cozen O'Connor, in Cherry Hill, New
Jersey, serves as the Debtor's counsel.

Mary E. Seymour, Esq., at Lowenstein Sandler LLP, serves as
counsel for the Official Committee of Unsecured Creditors.


HAAS ENVIRONMENTAL: Has Until March 4 to Decide on Leases
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
until March 4, 2014, Haas Environmental, Inc.'s period to assume
or reject its non-residential real property leases.

Haas Environmental, Inc., filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 13-27297) on Aug. 6, 2013.  Eugene Haas signed the
petition as president.  Judge Kathryn C. Ferguson presides over
the case.  The Debtor disclosed $10,127,069 in assets and
$11,595,611 in liabilities as of the Chapter 11 filing.  Jerrold
N. Poslusny, Jr., Esq., at Cozen O'Connor, in Cherry Hill, New
Jersey, serves as the Debtor's counsel.

Mary E. Seymour, Esq., at Lowenstein Sandler LLP, serves as
counsel for the Official Committee of Unsecured Creditors.


HAAS ENVIRONMENTAL: Has Until March 4 to Propose Chapter 11 Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
Haas Environmental, Inc.'s exclusive periods to file a Chapter 11
Plan until March 4, 2014, and solicit acceptances for that Plan
until May 5.

The Debtor, in its amended motion, stated that the exclusive
periods were intended to afford the Debtor a full and fair
opportunity to rehabilitate its business, and to negotiate and
propose a reorganization plan without the deterioration and
disruption of its business that might be caused by the filing of
competing plans of reorganization by non-debtor parties.

                  About Haas Environmental, Inc.

Haas Environmental, Inc., filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 13-27297) on Aug. 6, 2013.  Eugene Haas signed the
petition as president.  Judge Kathryn C. Ferguson presides over
the case.  The Debtor disclosed $10,127,069 in assets and
$11,595,611 in liabilities as of the Chapter 11 filing.  Jerrold
N. Poslusny, Jr., Esq., at Cozen O'Connor, in Cherry Hill, New
Jersey, serves as the Debtor's counsel.

Mary E. Seymour, Esq., at Lowenstein Sandler LLP, serves as
counsel for the Official Committee of Unsecured Creditors.


HERCULES OFFSHORE: Files Fleet Status Report as of Jan. 22
----------------------------------------------------------
Hercules Offshore, Inc., posted on its Web site at
http://www.herculesoffshore.com/a report entitled "Hercules
Offshore Fleet Status Report".  The Fleet Status Report includes
the Hercules Offshore Rig Fleet Status (as of Jan. 22, 2014),
which contains information for each of the Company's drilling
rigs, including contract dayrate and duration.  The Fleet Status
Report also includes the Hercules Offshore Liftboat Fleet Status
Report, which contains information by liftboat class for December
2013, including revenue per day and operating days.  The Fleet
Status Report can be found under the Investor Relations portion of
the Company's Web site.

                      About Hercules Offshore

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

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

                           *     *     *

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

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


HERITAGE WORLDWIDE: SEC Revokes Registration of Securities
----------------------------------------------------------
The U.S. Securities and Exchange Commission revoked the
registration of each class of securities of Heritage Worldwide,
Inc.

Heritage Worldwide is delinquent in its periodic filings with the
Commission, having not filed any periodic reports since it filed a
Form 10-Q for the period ended Dec. 31, 2008, which reported a net
loss of $1,247,167 for the prior six months.  As of Oct. 28, 2013,
Heritage Worldwide's common stock was quoted on OTC Link operated
by OTC Markets Group Inc. (OTC Link), had five market makers, and
was eligible for the "piggyback" exception of Exchange Act Rule
15c2-11(f)(3).

Exchange Act Section 13(a) and Exchange Act Rules 13a-1 and 13a-13
require issuers of securities registered with the Commission
pursuant to Exchange Act Section 12 to file with the Commission
current and accurate information in annual and quarterly reports,
even if the registration is voluntary under Exchange Act Section
12(g).

Heritage Worldwide, Inc. (OTC BB: HWWI) manufactures and
distributes cosmetic implants including pre-filled breast and
other body implants, as well as body support products.  HWWI was
incorporated in the State of Delaware in 2001 with headquarters
and a production facility in the Toulon metropolitan area of
southern France, and a distribution facility in Spain.

HWWI products are sold directly and indirectly through independent
distributors and sales representatives to surgeons and clinics
outside the United States.  More than 68% of sales are derived
from international operations outside France, where main
operations are conducted.

                        Going Concern Doubt


As reported in the Troubled Company Reporter on October 16, 2008,
New York-based Sherb & Co., LLP, raised substantial doubt about
the ability of Heritage Worldwide, Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended June 30, 2008.  The auditor pointed to the
Company's significant losses and working capital deficit.


INDUSTRIAL ENTERPRISES: Scheduling/Planning Conference on Feb. 25
-----------------------------------------------------------------
In the case, NORMAN L. PERNICK, as Chapter 11 Trustee of the
Bankruptcy Estate of Industrial Enterprises of America, Inc., on
behalf of itself, the estate and as assignee of its shareholders,
Plaintiff, v. COMPUTERSHARE TRUST COMPANY, INC., Defendant, Civil
Action No. 13-cv-02975-PAB-KLM (D. Colo.), Magistrate Judge
Kristen L. Mix set a Scheduling/Planning Conference pursuant to
Fed. R. Civ. P. 16(b) for Feb. 25, 2014, commencing at 10:00 a.m.
in Courtroom C-204, Second Floor, Byron G. Rogers United States
Courthouse, 1929 Stout Street, Denver, Colorado.

Counsel and pro se parties in the case are to hold a pre-
scheduling conference meeting at least 21 days before the
scheduling conference pursuant to Fed. R. Civ. P. 26(f)(1) and
prepare a proposed Scheduling Order in accordance with Fed. R.
Civ. P. 26(f), as amended.

Pursuant to Fed. R. Civ. P. 26(d), as amended, no discovery is to
be exchanged until after the Rule 26(f) conference meeting.

On or before 14 days after the Rule 26(f) pre-scheduling
conference meeting, the parties shall comply with the mandatory
disclosure requirements of Fed. R. Civ. P. 26(a)(1), as amended.

The proceeding is before Judge Mix pursuant to the Order of
Reference entered by District Judge Raymond P. Moore on Nov. 27,
2013.

A copy of Judge Mix's Dec. 3, 2013 order is available at
http://is.gd/6ZHPQ0from Leagle.com.

          About Pitt Penn and Industrial Enterprises

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  Industrial
Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed
for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on
May 1, 2009.  EMC Packaging, Inc., filed a voluntary petition for
Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4,
2009.  Unifide Industries, LLC, and Today's Way Manufacturing LLC,
each filed a voluntary petition for Chapter 11 relief (Bankr. D.
Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.

Norman L. Pernick was appointed as the chapter 11 trustee for the
Debtors.  The trustee tapped Cole, Schotz, Meisel, Forman &
leonard, P.A., as counsel, and CohnReznick LLP as his exclusive
financial advisor.


INTEGRATED DRILLING: Has $5.99-Mil. Net Loss in Third Quarter
-------------------------------------------------------------
Integrated Drilling Equipment Holdings Corp. filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $5.99 million on $15.68 million of
total revenue for the three months ended Sept. 30, 2013, compared
with a net income of $4.38 million on $76.68 million of total
revenue for the same period in 2012.

The Company's balance sheet at Sept. 30, 2013, showed $29.08
million in total assets, $64.52 million in total liabilities, and
stockholders' deficit of $35.45 million.

                        Going-Concern Doubt

On December 14, 2012, the Company, Integrated Drilling Equipment,
LLC and Integrated Drilling Equipment Company Holdings, LLC, as
borrowers, entered into a term loan and security agreement with
Elm Park Credit Opportunities Fund, L.P. and Elm Park Credit
Opportunities Fund (Canada), L.P., as lenders, and Elm Park
Capital Management, LLC, as administrative agent.  The Term Loan
Agreement provided for a $20.0 million four year senior secured
second-lien term loan facility.

On Dec. 14, 2012, the Borrowers also entered into an amended and
restated revolving credit and security agreement with PNC Bank,
National Association, as administrative agent and the initial
lender.  The Revolving Credit Agreement provides for a $20 million
committed asset-based revolving credit facility, with a sublimit
for letters of credit.

As of Sept. 30, 2013, the Company was not in compliance with the
minimum liquidity, minimum EBITDA and total leverage ratio
covenants under the Revolving Facility and Term Facility.

On Oct. 17, 2013, the Borrowers entered into the Second Amendment
to the Term Facility and the Second Amendment to the Revolving
Facility to, among other things, (1) amend the maturity date of
the Term Facility from December 14, 2016 to September 30, 2014 and
the maturity date of the Revolving Facility from June 30, 2016 to
March 31, 2014, (2) delete (a) the net worth financial covenant,
(b) the fixed charge coverage ratio, (c) the minimum liquidity
test and (d) the total leverage ratio and (3) amend (a) the
minimum EBITDA financial covenant and (b) the capital expenditures
financial covenant. As a result of the accelerated payment dates
of each facility, the outstanding balances of each are classified
as current as of September 30, 2013.

In connection with the amendments, the Borrowers are required to
(1) implement and comply with a cost reduction plan and (2) obtain
(a) purchase orders or contracts with a value of not less than
$28.0 million for the design, manufacture or servicing of one or
more drilling rigs by October 31, 2013 or (b) at least $1.0
million in proceeds from the issuance of preferred stock by
November 14, 2013. An event of default will occur under both the
Term Facility and Revolving Facility if the Borrowers are unable
to satisfy one of these requirements.  As of October 1, 2013, the
Company has implemented and is in compliance with the cost
reduction plan.  In addition, as of Nov. 14, 2013, the Company has
received net cash proceeds from a preferred stock investment in an
aggregate amount of $1.0 million.  As a result of the foregoing
events, the Company is in compliance with the terms of its credit
agreements.

The Company noted that in the event of an acceleration of amounts
due under its debt facilities as a result of an event of default,
the Company may not have sufficient funds or may be unable to
arrange for additional financing to repay its indebtedness or to
make any accelerated payments, and the lenders could seek to
enforce their security interests in the collateral securing such
indebtedness, which would have a material adverse effect on its
business, prospects and financial condition and raises substantial
doubt about the Company?s ability to continue as a going concern.

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

                       http://is.gd/wKNjQ9

Integrated Drilling Equipment Holdings Corp. provides products and
services to customers in the oil and gas industry both
domestically and internationally. The Company provides electrical
and drilling products and services.


INTELLICELL BIOSCIENCES: Amends Bylaws
--------------------------------------
Intellicell Biosciences, Inc., amended its bylaws by amending and
restating Article V, Section 5.3 in order to allow the Company to
issue its shares for such consideration, expressed in dollars, as
will be fixed from time to time by the Board of Directors.  A copy
of the Amendment to By-laws is available for free at:

                        http://is.gd/dF3SoE

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

Intellicell disclosed a net loss of $4.15 million on $534,942 of
revenues for the year ended Dec. 31, 2012, as compared with a net
loss of $32.83 million on $99,192 of revenues during the prior
year.  The Company's balance sheet at June 30, 2013, showed $3.70
million in total assets, $10.57 million in total liabilities and a
$6.86 million total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP stated in their report
that the Company's financial statements for the fiscal years ended
Dec. 31, 2012, and 2011, were prepared assuming that the Company
would continue as a going concern.  The Company's ability to
continue as a going concern is an issue raised as a result of the
Company's recurring losses from operations and its net capital
deficiency.  The Company continues to experience net operating
losses.  The Company's ability to continue as a going concern is
subject to its ability to generate a profit.


INTERLEUKIN GENETICS: Merlin BioMed Stake at 7.4% as of Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Merlin BioMed Private Equity Advisors, LLC,
Dominique Semon and Merlin Nexus IV, L.P., disclosed that as of
Dec. 31, 2013, they beneficially owned 9,000,322 shares of common
stock of Interleukin Genetics Inc. representing 7.4 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/9joz3d

                         About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

Interleukin Genetics disclosed a net loss of $5.12 million in
2012, as compared with a net loss of $5.02 million in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $10.12
million in total assets, $3.09 million in total liabilities and
$7.03 million in total stockholders' equity.

Grant Thornton LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred a net loss of $5,120,084 during the year
ended December 31, 2012, and as of that date, the Company's total
liabilities exceeded its total assets by $13,623,800.  These
conditions, among other factors, raise substantial doubt about the
Company's ability to continue as a going concern.

                        Bankruptcy Warning

"We have retained a financial advisor and are actively seeking
additional funding, however, based on current economic conditions,
additional financing may not be available, or, if available, it
may not be available on favorable terms.  In addition, the terms
of any financing may adversely affect the holdings or the rights
of our existing shareholders.  For example, if we raise additional
funds by issuing equity securities, further dilution to our then-
existing shareholders will result.  Debt financing, if available,
may involve restrictive covenants that could limit our flexibility
in conducting future business activities.  We also could be
required to seek funds through arrangements with collaborators or
others that may require us to relinquish rights to some of our
technologies, tests or products in development.  Our common stock
was delisted from the NYSE Amex in 2010 and is currently trading
on the OTCQBTM.  As a result, our access to capital through the
public markets may be more limited.  If we cannot obtain
additional funding on acceptable terms, we may have to discontinue
operations and seek protection under U.S. bankruptcy laws,"
the Company said in its quarterly report for the ended March 31,
2013.


IVANHOE RANCH: U.S. Trustee Could Not Form Creditor's Committee
---------------------------------------------------------------
Tiffany L. Carroll, the U.S. Trustee for Region 15, said she was
unable to appoint creditors to serve on the Official Committee of
Unsecured Creditors for Chapter 11 case of Ivanhoe Ranch Partners
LLC.

According to the U.S. Trustee, despite her efforts to contact
unsecured creditors, sufficient indications of willingness to
serve on the committee have not been received from persons
eligible to serve on such committee.

Based in El Cajon, California, Ivanhoe Ranch Partners LLC aka
Ivanhoe Development Corp. filed for Chapter 11 bankruptcy case on
Sept. 23, 2013 (Bankr. S.D. Calif. Case No. 13-09397).  Judge
Laura S. Taylor presides over the Debtor's bankruptcy case.
Kenneth C. Hoyt, Esq., at Hoyt Law Firm, represents the Debtor as
counsel.  The Debtor estimated assets of between $10 million and
$50 million, and debts of between $1 million and $10 million.


JAMES RIVER: Posts $101K Net Loss for Sept. 30 Quarter
------------------------------------------------------
James River Holding Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $101,488 on $953,422 of total revenue for the three
months ended Sept. 30, 2013, compared with a net loss of $121,150
on $207,645 of total revenue for the same period in 2012.

The Company's balance sheet at Sept. 30, 2013, showed $20.17
million in total assets, $15.82 million in total liabilities, and
stockholders' equity of $4.34 million.

"As of Sept. 30, 2013, we had a working capital deficit and an
accumulated deficit.  These conditions raise substantial doubt
about our ability to continue as a going concern," the Company
said in the regulatory filing.

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

                       http://is.gd/SgRWlQ

Incorporated in May 2011 as a Delaware company, James River
Holding Corporation is a diversified holding company engaged in
acquiring controlling interests in and actively managing
established companies operating profitable, high growth,
entrepreneurial businesses in mature markets - companies that
operate in industries with long-term macroeconomic growth
opportunities, and that have positive and stable cash flows, face
minimal threats of technological or competitive obsolescence and
have strong management teams which desire to remain in place and
benefit from the growth made possible by leveraging the Company's
business-building platform.

The Company is headquartered in Springfield, Missouri.

The Company's current portfolio companies include Springfield
Property Management, which owns and manages 215 single family and
two duplex residential rental properties in the Springfield,
Missouri market; and PaveCare, a company specializing in
commercial pavement repair and parking lot maintenance services,
mainly to big box retailers in the Midwestern region of the United
States.


LAFAYETTE YARD: US Trustee Forms Three-Member Creditor's Panel
--------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, selected three
creditors to serve on the Official Committee of Unsecured
Creditors for the Chapter 11 case of Lafayette Yard Community
Development Corporation.

The Committee members are:

   1. PSE&G
      80 Park Plaza
      Newark, NJ 07102
      Tel: 973-430-6486
      Fax: 973-645-1103
      Attn: George W. Keefer, Esq.

   2. East Coast Laundry, LLC
      92 North Main Street
      P.O. Box 324
      Windsor, NJ 08561
      Tel: 609-490-0550
      Fax: 888-398-0980
      Attn: Mr. Richard Foster

   3. Tents, Chairs & Party Wares, Inc.
      t/a Adams Party Rental
      154 Turnbull Avenue
      Hamilton, NJ 08610
      Tel: 609-689-9500
      Fax: 609-689-9501
      Attn: Mr. David R. VanDenburgh

According to the court documents, Roberta A. DeAngelis, the United
States Trustee for Region 3, has recused herself from overseeing
the Debtor's case.

                       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.


LAFAYETTE YARD: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Lafayette Yard Development Corporation filed with the U.S.
Bankruptcy Court for the District of New Jersey its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets           Liabilities
     ----------------            -----------        -----------
  A. Real Property                   UNKNOWN
  B. Personal Property           $432,633.98
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $18,190,323.76
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $44,311.79
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $15,350,198.52
                                 -----------     --------------
        TOTAL                    $432,633.98     $33,583,834.07

A copy of the schedules is available for free at:

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

                       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.


LDK SOLAR: Noteholders Extend Forbearance Pact Until Feb. 13
------------------------------------------------------------
LDK Solar Co., Ltd., has entered into a new 21-day forbearance
arrangement with holders of a majority in aggregate principal
amount of its US$-Settled 10 percent Senior Notes due 2014.  The
new forbearance arrangement, which expires on Feb. 13, 2014,
relates to the interest payment due under the Notes on Aug. 28,
2013.  That interest payment is still unpaid.  It is LDK Solar's
intention to find a consensual solution to its obligations under
the Notes as soon as possible and LDK Solar remains hopeful that
it will be able to achieve that goal.

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

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

                           About LDK Solar

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

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

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

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


LIGHTSQUARED INC: Both Plans May Fail 'Feasibility' Test
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that neither of the two major reorganization plans for
LightSquared Inc. will succeed, if recent court filings are taken
at face value.

Mr. Rochelle related that a company affiliated with Charles Ergen,
the chairman of Dish Network Corp., filed a paper with the
bankruptcy court on Jan. 21 explaining why the right to terminate
was clear and undeniable.  Among other things, it says that a
deadline in the plan-approval process wasn't met, giving a right
of termination.  Ergen's company said that complications and
delays arising in the confirmation fight couldn't have the effect
of extending deadlines in the purchase contract.

Mr. Rochelle also related that the Federal Communications
Commission filed a pleading on Jan. 17 raising doubt there will be
regulatory approval for LightSquared to use the frequency spectrum
by Dec. 31, the deadline in the company's plan for government
approval.  The U.S. Attorney, representing the regulators,
informed the bankruptcy court that it's impossible to say whether
the FCC will even be able to act by the year's end and grant
permissions that must be provided before the LightSquared plan can
be implemented.  The U.S. Attorney also said it's also "impossible
to predict" what decisions the FCC will make.

According to Mr. Rochelle, both court filings go to the question
of whether plan proponents can prove "feasibility" of their
reorganization proposals. Bankruptcy law bars approval of a plan
unless it's reasonably likely to be implemented without requiring
more recourse to the bankruptcy court, Mr. Rochelle said.

There is a third plan on file, involving an acquisition of a
portion of the business, Mr. Rochelle noted.

                      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.


LILY GROUP: LC Energy Balks at BGR Capital as Investment Banker
---------------------------------------------------------------
Secured creditor LC Energy Holdings LLC objected to Lily Group,
Inc.'s application to employ BGR Capital & Trade, LLC, and BA
Securities LLC, who has an independent broker-dealer relationship
with BGR as its co-investment banking advisor, stating that BGR's
activities to this point have not resulted in any demonstrable
benefit to the estate, and should not be compensated.

LC Energy related that the BGR employment application indicated
that BGR has been attempting to market Lily Group's assets for an
extended period of time prior to Lily Group's bankruptcy filing.

LC Energy holds a claim in the amount of $18,317,700, which claim
is secured by virtually all of the Debtor's personal property and
real property assets.

The Debtor, in its motion, stated it believed that BGR and its
managing director Kenneth H. Griffin, have necessary expertise and
are well qualified to provide investment banking services.

The Debtor needs BGR to provide these services:

   1. contact prospective purchasers;

   2. present to the Debtor all prospective purchaser for
      consideration; and

   3. assist the Debtor in managing the negotiations of any
      letter of intent in anticipation of a binding sale and
      purchase agreement.

The Debtor proposes to pay BGR in this manner:

   1. if the sale closes to a purchaser other than the stalking
      horse bidder, then the success fee will be equal to (i)
      $150,000 plus four percent of any cash in excess of
      $10,000,000 realized by the company as a result of the
      closing of sale; and

   2. if a sale closes to the stalking horse bidder that realizes
      greater proceeds for the Company that that provided by the
      initial stalking horse bid, then the success fee will equal
      4% of any cash realized by the company in excess of that
      provided in the initial stalking horse bid.

The Debtor also related that BGR's prepetition relationship with
the Debtor and its parent, VHGU, is not an impediment to BGR's
retention as the Debtor's co-investment advisor.

According to the Debtor, in January 2013, BGR was retained as
exclusive investment banking advisor relative to the divestiture
of Indiana coal operations owned VHGI, the Debtor's parent and
sole shareholder.  Initially BGR was retained by an agent of VHGI,
Kingdom Resources LLC, to perform investment banking advisory
services for VHGI.  BGR's familiarity will assist BGR in
aggressively pursuing a sale of the Debtor's assets.

In June 2013, BGR moved to enter into a direct contractual
relationship with VHGI, without the involvement of Kingdom due of
the dispute between VHGI and Kingdom.

Mr. Griffin assured the Court that BGR has no adverse interest to
the estate.

                        About Lily Group Inc.

Lily Group Inc., the developer of an open-pit coal mine in Green
County, Indiana, filed a petition for Chapter 11 reorganization
(Bankr. S.D. Ind. Case No. 13-81073) on Sept. 23, 2013, in Terre
Haute, estimating assets and debt both exceeding $10 million.

The Debtor is represented by Courtney Elaine Chilcote, Esq., and
David R. Krebs, Esq., at Tucker, Hester, Baker & Krebs, LLC, in
Indianapolis, Indiana.

U.S. Trustee Nancy J. Gargula appointed four members to the
official committee of unsecured creditors in the Chapter 11 cases
of Lily Group Inc. Faegre Baker Daniels LLP represents the
Committee.


LILY GROUP: Tucker Hester Approved as Bankruptcy Counsel
--------------------------------------------------------
The Hon. Frank J. Otte of the U.S. Bankruptcy Court for the
Southern District of Indiana, in an amended order, authorized Lily
Group, Inc. to employ Tucker Hester Baker & Krebs, LLC, as
attorneys under a general retainer.

The order provides that the general retainer will be paid
postpetition out of the DIP financing, cash collateral or as
otherwise agreed upon and that Tucker Hester is authorized to
invoice the Debtor in accordance with the firm's professionals'
and paraprofessionals' hourly rates.

As reported in the Troubled Company Reporter on Dec. 19, 2013,
the Debtor required Tucker Hester to:

   (a) provide legal advice with respect to the Debtor's powers
       and duties as debtor-in-possession and management of its
       property;

   (b) take necessary action to avoid the attachment of any lien
       against the Debtor's property threatened by secured
       creditors holding liens;

   (c) prepare on behalf of the Debtor as debtor-in-possession
       necessary petitions, answers, orders, reports, and other
       legal papers; and

   (d) perform all other legal services for the Debtor as debtor-
       in-possession which may be necessary, inclusive of
       the preparation of petitions and orders respecting the sale
       or release of equipment not found to be necessary in the
       management of its property, to file petitions and orders
       for the borrowing of funds; and it is necessary for the
       Debtor to employ counsel for such professional services.

Tucker Hester professionals will be paid at these hourly rates:

       Attorneys
       ---------
       William J. Tucker         $425
       Joseph W. Hammes          $400
       John K. McDavid           $350
       Christopher E. Baker      $350
       Jeffrey M. Hester         $325
       Niccole R. Sadowski       $300
       Courtney E. Chilcote      $250
       Bradley J. Buchheit       $250
       Daniel A. Tucker          $250

       Paralegals
       ----------
       Kathy Shamblin            $125
       Tracy Wilkerson           $125
       Christine Ball            $125
       Michelle Murray           $125
       Rachel Bell               $125
       Tricia Hignight           $125
       Donna Adams               $125
       Selena Watson             $125
       Tammy Hudelson            $125
       Becca Taylor              $125
       Marsha Hetser             $125
       John J. Allman            $250

Tucker Hester will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Tucker Hester is to receive an initial retainer of $50,000 out of
the cash collateral and the DIP financing post-filing.

David R. Krebs, member of Tucker Hester, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

                        About Lily Group Inc.

Lily Group Inc., the developer of an open-pit coal mine in Green
County, Indiana, filed a petition for Chapter 11 reorganization
(Bankr. S.D. Ind. Case No. 13-81073) on Sept. 23, 2013, in Terre
Haute, estimating assets and debt both exceeding $10 million.

The Debtor is represented by Courtney Elaine Chilcote, Esq., and
David R. Krebs, Esq., at Tucker, Hester, Baker & Krebs, LLC, in
Indianapolis, Indiana.

U.S. Trustee Nancy J. Gargula appointed four members to the
official committee of unsecured creditors in the Chapter 11 cases
of Lily Group Inc. Faegre Baker Daniels LLP represents the
Committee.


LIVINGVENTURES INC: Incurs $728K Net Loss in Q3 Ended Sept. 30
--------------------------------------------------------------
LivingVentures Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $728,473 on $118,851 of revenues for the three months ended
Sept. 30, 2013, compared to a net loss of $119,332 on $142,197 of
revenues for the same period in 2012.

The Company's balance sheet at Sept. 30, 2013, showed $2.33
million in total assets, $2.72 million in total liabilities, and
stockholders' deficit of $383,872.

"The Company sustained an accumulated net loss of $3,817,270 for
the period from December 17, 1999 (inception) to September 30,
2013. This raises substantial doubt about its ability to continue
as a going concern.  The ability of the Company to continue as a
going concern is dependent on the Company?s ability to raise
additional capital and implement its business plan," the Company
said in the regulatory filing.

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

                        http://is.gd/rKdr2E

LivingVentures is a proven leader in the Management of Senior
Living Communities and is focused on providing Management and
Related Services to owners of Assisted Living (AL) and Memory Care
(MC) Facilities.  LivingVentures is able to acquire and develop
its own facilities and enter into Master Lease Agreements with
Financial Partners.


LLS AMERICA: Chapter 11 Trustee Wins $25,000 Judgment v. Olsens
---------------------------------------------------------------
Bruce P. Kriegman, solely in his capacity as court-appointed
Chapter 11 Trustee for LLS America, LLC, is awarded judgment
against Defendants Chris Olsen and Beverly Olsen, jointly and
severally, in the amount of $25,256.55, plus post-judgment
interest at the rate of 0.13 percent per annum.

The case is BRUCE P. KRIEGMAN, solely in his capacity as court-
appointed Chapter 11, Trustee for LLS America, LLC, Plaintiff(s),
v. 267406 BC, LTD., et al., Defendants, Adversary No. 11-80296-
FPC11 (Bankr. E.D. Wash.).  A copy of the Jan. 21, 2014 REPORT AND
RECOMMENDATION RE: JUDGMENT AGAINST DEFENDANTS CHRIS AND BEVERLY
OLSEN issued by Bankruptcy Judge Frederick P. Corbit is available
at http://is.gd/S2JKCmfrom Leagle.com.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


LOEHMANN'S HOLDINGS: Bargains Get Bigger as Shelves Get Emptier
---------------------------------------------------------------
Rachel Abrams, writing for The New York Times' DealBook, reported
that Bronx-based department store Loehmann's, which filed for
bankruptcy last year, began liquidating its collection of discount
clothes and other merchandise earlier this month. But some
customers expecting a going-out-of-business fire sale may have
been dismayed to see markdowns that averaged just 30 percent.

"It all has to do with how customers react to a sale," said
Michael McGrail, the chief operating officer of Tiger Capital, one
of the liquidation firms handling Loehmann's 39 stores, five of
which have already closed, the report cited.  "At the end of the
day, the customer dictates the value."

According to the report, discounts get steeper the longer the
liquidation process goes on, and the liquidators monitor sales
daily. When clothes don't fly off the hangers fast enough, the
discounts go up.

Firms like Tiger Capital will take the merchandise's condition and
freshness into account, the report said.  They'll run comparisons
with comparable stores, and look at what kinds of discounts the
retailer typically offered before it went into bankruptcy. Ten
percent off, for example, might entice customers to gobble up
rarely discounted luxury items like Chanel, for example, but
stores that offer discounts more often need bigger incentives.

The liquidation process typically lasts about eight weeks,
according to Mr. McGrail, who said that Loehmann's merchandise is
currently marked down 30 percent to 70 percent or 40 to 80
percent, depending on the location, the report related.
Eventually, merchandise could be marked down as much as 80 to 90
percent -- or higher. Loehmann's liquidation will end March 31, at
the latest, but more stores will be closed before then, according
to Melissa Krantz, a spokeswoman for the retailer.

                        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.

On Dec. 23, 2013, the Office of the United States Trustee for
Region 2 appointed the Committee, consisting of C2 Imaging LLC,
DDR Corp., Fownes Brothers & Co., Juicy Couture, National Retail
Consolidators, Regency Centers L.P., and Rutherford JV.  On Dec.
30, 2013, Fownes Brothers & Co. resigned from the Committee.  On
Jan. 2, 2014, the U.S. Trustee filed a notice adding CHL Design
Forum Ltd. to the Committee.  The Committee selected James S.
Carr, Esq., Robert L. LeHane, Esq., and Benjamin D. Feder, Esq.,
at Kelley Drye & Warren LLP as its proposed legal advisors and FTI
Consulting, Inc. as its financial advisors.

Loehmann's held auctions on Jan. 3 and 4, 2014.  A joint venture
among SB Capital Group LLC, Tiger Capital Group LLC and A&G Realty
Partners LLC acquired the rights to conduct going-out-of-business
sales by buying inventory, furniture, fixtures, accounts
receivable and cash.  They bid $19 million.

Madison Capital Holdings LLC won the auction for the lease-
designation rights, and can look for other retailers to take over
Loehmann's leases.  Esopus Creek Advisors LLC won the auction for
intellectual property.

Loehmann's hasn't disclosed the size of the winning bids,
according to Bloomberg News.

On Jan. 7, 2014, the U.S. Bankruptcy Court authorized the joint
venture of SB Capital, Tiger Capital and A & G Realty to conduct
"Going Out of Business" sales in each of Loehmann's 39 locations
in 11 states and the District of Columbia.  The GOB sales began
Jan. 9.


MAMAMANCINI'S HOLDINGS: Posts $494K Net Loss in Third Quarter
-------------------------------------------------------------
MamaMancini's Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $493,568 on $2.17 million of sales for the three
months ended Sept. 30, 2013, compared with a net loss of $454,876
on $969,414 of sales for the same period in 2012.

The Company's balance sheet at Sept. 30, 2013, showed $4.4 million
in total assets, $407,419 in total liabilities, and stockholders'
equity of $3.99 million.

"[T]he Company has a net loss and net cash used in operations of
$1,858,028 and $2,580,463, respectively, for the nine months ended
September 30, 2013," the Company stated in the regulatory filing.

"The ability of the Company to continue its operations is
dependent on Management's plans, which include the raising of
capital through debt and/or equity markets with some additional
funding from other traditional financing sources, including term
notes, until such time that funds provided by operations are
sufficient to fund working capital requirements.  The Company may
need to incur additional liabilities with certain related parties
to sustain the Company?s existence."

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

                       http://is.gd/LK74M2

East Rutherford, N.J.-based MamaMancini's Holdings, Inc., is a
manufacturer and distributor of a line of beef meatballs with
sauce, turkey meatballs with sauce, Italian sausage with sauce and
other similar Italian meats with sauces.


MEDIACOM LLC: Moody's Rates Proposed $250MM First Lien Debt Ba3
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
$250 million first lien term loan and the $225 million revolving
credit commitment of Mediacom LLC, a wholly owned subsidiary of
Mediacom Communications Corporation (Mediacom). The company
expects to use proceeds from the proposed term loan, together with
approximately $150 million under the new revolver, to repay a
portion of Mediacom LLC's Tranche C term loan due January 2015 and
to fund fees and expenses. The proposed transaction does not
meaningfully impact leverage or the mix of debt capital.

Moody's also affirmed Mediacom's B1 Corporate Family Rating and
changed the outlook for Mediacom, Mediacom LLC, and Mediacom
Broadband, the other primary subsidiary of Mediacom, to positive
from stable. The outlook change incorporates expectations for the
improvement in credit metrics to continue based on continued
modest EBITDA growth and application of free cash flow to debt
reduction, such that Mediacom could achieve leverage below 5 times
debt-to-EBITDA over the next 18 months.

A summary of the actions follows.

Mediacom Communications Corporation

Corporate Family Rating, Affirmed B1

Probability of Default Rating, Affirmed B1-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

Outlook, Changed To Positive From Stable

Mediacom LLC

Senior Secured Bank Credit Facility, Assigned Ba3, LGD3, 37%

Senior Secured Bank Credit Facility, Affirmed Ba3, LGD3, 37%

Senior Unsecured Bonds, Affirmed B3, LGD adjusted to LGD6, 90%
from LGD5, 89%

Outlook, Changed To Positive From Stable

Mediacom Broadband LLC

Senior Secured Bank Credit Facility, Affirmed Ba3, LGD3, 37%

Senior Unsecured Bonds, Affirmed B3, LGD adjusted to LGD6, 90%
from LGD5, 89%

Outlook, Changed To Positive From Stable

RATINGS RATIONALE

Moody's estimates pro forma leverage at 5.5 times debt-to-EBITDA
as of September 30, 2013 and expects Mediacom will have combined
revolver availability of approximately $200 million post
transaction (through the existing Mediacom Broadband revolver and
the new Mediacom LLC revolver), likely to be increased as the
company repays outstanding borrowings with free cash flow.

The proposed transaction extends the maturity profile but will
increase annual interest expense by approximately $3 million and
would still leave Mediacom Broadband and Mediacom LLC combined
with approximately $950 million of favorable rate bank debt
maturing in January 2015. As such, some refinancing risk and the
potential for an increase in interest rates remains, although
continued debt reduction is offsetting the impact in absolute
interest expense.

Moody's believes the combination of modest EBITDA growth and
continued application of free cash flow to debt reduction could
facilitate leverage below 5 times during 2015. Since its
leveraging go private transaction in early 2011, Moody's estimates
Mediacom had repaid approximately $300 million of debt with free
cash flow by year end 2013 and reduced leverage to approximately
5.5 times from 6.7 times. Customer penetration and operating
metrics such as revenue and EBITDA per homes passed continue to
lag most rated peers, but Mediacom has made progress in stemming
video subscriber erosion and continues to add high speed data and
phone subscribers. Moody's expects video subscriber erosion to
stabilize and high speed data and phone penetration to rise,
facilitating continued modest EBITDA growth, further boosted by
continued expansion of the commercial business.

The positive outlook reflects the potential for an upgrade to Ba3,
possible if Mediacom sustains debt-to-EBITDA below 5 times and
free cash flow in excess of 5% of debt. A positive rating action
would also require evidence of a commitment to maintaining the
stronger credit profile and progress on addressing the maturity
profile. If the company does not succeed in stemming video
subscriber losses or if growth in its high speed data penetration
ceases, the leverage and free cash flow targets necessary to
sustain a Ba3 rating would likely change.

A downgrade is less likely given the current positive outlook, but
the outlook could revert to stable if either operational weakness
or a change in financial policy prevents the expected decline in
leverage.

A material weakening of operating performance due to either
escalating competitive pressure or technological changes, or
deterioration of the liquidity profile could pressure the rating
down. If Mediacom continues its pattern of repaying debt and
builds up financial flexibility, the B1 rating could have
tolerance for a debt funded distribution or acquisition, provided
we expected the company would have the ability and willingness to
pay down debt with free cash flow and reduce leverage in line with
its track record throughout 2011 and 2012.

The principal methodology used in this rating was the Global Pay
Television - Cable and Direct-to-Home Satellite Operators
published in April 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.

With its headquarters in Mediacom Park, New York, Mediacom
Communications Corporation (Mediacom) offers traditional and
advanced video services such as digital television, video-on-
demand, digital video recorders, and high-definition television,
as well as high-speed Internet access and phone service. The
company had approximately 960 thousand video subscribers, 956
thousand high speed data subscribers, and 380 thousand phone
subscribers as of September 30, 2013, and primarily serves smaller
cities in the midwestern and southern United States. It operates
through two wholly owned subsidiaries, Mediacom Broadband and
Mediacom LLC, and its annual revenue is approximately $1.6
billion.


METAL FOUNDATIONS: Court Won't Dismiss Stirling's Avoidance Suit
----------------------------------------------------------------
Bankruptcy Judge Jeffery A. Deller tossed a motion to dismiss the
Complaint to Avoid and Recover Preferential Transfers filed by
defendants in the case, CHARLES M. FORMAN, CHAPTER 7 TRUSTEE FOR
STIRLING ENERGY SYSTEMS, INC., f/k/a STIRLING ENERGY SYSTEMS
MANUFACTURING, INC., Plaintiff, v. THE BANKRUPTCY ESTATE OF METAL
FOUNDATIONS, LLC and PAMELA J. WILSON, CHAPTER 7 TRUSTEE FOR THE
BANKRUPTCY ESTATE OF METAL FOUNDATIONS, LLC, Defendants, Adv.
Proc. No. 13-2337JAD (Bankr. W.D. Pa.).

The Chapter 7 Trustee of the Stirling bankruptcy seeks to recover
$43,750 in settlement payments made to Metal Foundations as a
preferential transfer.

The Defendants seek to have the complaint dismissed primarily
based upon the holding in the decision by the United States Court
of Appeals for the Third Circuit in the case of Lewis v. Diethorn,
893 F.2d 648 (3d Cir. 1990) that a prepetition settlement of a
lawsuit was not a preferential transfer.

Both Plaintiff and Defendant entities are debtors in bankruptcy.
Prior to the bankruptcy petitions of the Plaintiff and the
Defendant, the parties had a business relationship. Stirling was
in the business of designing and developing solar power solutions
for utility-scale renewable energy power plants.  Metal
Foundations designed and developed foundations made from metal
that could be utilized in the solar context.

On July 23, 2009, Metal Foundations along with several related
entities, filed a complaint against Stirling and a related entity
in the United States District Court for the Western District of
Pennsylvania.  The complaint was subsequently amended three
different times as counts and parties were dropped, added and/or
changed with each amendment.  The Third Amended Complaint was
filed Dec. 6, 2010 which contained five counts against Stirling:
(1) preliminary injunction; (2) breach of contract (regarding a
confidentiality agreement); (3) false/fraudulent
misrepresentation; (4) violation of Pennsylvania Uniform Trade
Secrets Act; and (5) unfair competition.

Metal Foundations filed its voluntary Chapter 11 petition (Bankr.
W.D. Pa. Case No. 11-22843) on May 2, 2011.  A Chapter 11 Trustee
was appointed on May 17, 2011.

During the tenure of the Chapter 11 Trustee, a settlement of the
litigation between Metal Foundations and Stirling was finalized
and was approved by W.D. Pa. Court on August 12, 2011.

After the approval of the settlement, Stirling filed a voluntary
Chapter 7 petition on Sept. 22, 2011 in the United States
Bankruptcy Court for the District of Delaware.

Subsequent to the approval of the Settlement Agreement, the Metal
Foundations case was converted to a Chapter 7 proceeding on Jan.
27, 2012.  Pamela J. Wilson was appointed as Chapter 7 Trustee
after the resignation of the Chapter 7 Trustee initially
appointed.

The settlement terms provided for Stirling and its codefendant to
pay the sum of $175,000 to the bankruptcy estate of Metal
Foundations and the related estate of Power Contracting, Inc.
(Case No. 11-22841JAD).  A check in the amount of $87,500 was
submitted by Stirling to the Chapter 11 Trustee of Metal and Power
of which $43,750 was deposited into an account for Metal
Foundations on or about September 2, 2011.

The Settlement Agreement provided, in relevant part, that in
exchange for the receipt of the settlement funds Metal Foundations
released and discharged Stirling from any and all claims.  It also
stated that the Settlement Agreement was not to be construed as
any form of admission of liability by Stirling.

A copy of the Court's Jan. 21, 2014 Memorandum Opinion is
available at http://is.gd/NYC5Njfrom Leagle.com.

                      About Metal Foundations

Metal Foundations is part of Gary Reinert Sr.'s group of companies
that filed for Chapter 11 protection from creditors in the United
States Bankruptcy Court for the Western District of Pennsylvania.

Metal Foundations provides a "safe, fast, efficient and effective"
alternative to a concrete foundation utilizing a patented design
and installation procedure that allows the installation of
foundation and structure to occur within the same day.

Shaner Capital LP acquired Metal Foundations out of bankruptcy in
December 2011.  Shaner Capital is a private investment fund formed
by Lance T. Shaner, CEO of the Shaner Group.  Shaner Capital and
the Shaner Family of Companies -- http://shanercorp.com/-- are
comprised of diverse and financially strong organizations with
over 2,500 associates globally.

                       About Gary Reinert

Gary Reinert Sr. filed a Chapter 11 petition (Bankr. W.D. Pa. Case
No. 11-22840) on May 2, 2011, estimating debts and assets between
$10 million and $50 million.  His unsecured creditors include Ed
Dunlap, a Pittsburgh businessman and Damon's franchisee who is
owed nearly $1.2 million, according to court filings.

Companies owned by Mr. Reinert -- Wildwood, Pennsylvania-based
Power Contracting, Inc., aka Max & Erma's Restaurant, Inc., and
five affiliated companies -- also filed for Chapter 11 protection
(Bankr. W.D. Penn. Case No. Case Nos. 11- 22841 to 11-22846) on
May 2, 2011.  Calaiaro & Corbett, P.C. represents the Debtors in
their restructuring efforts.  Power Contracting estimated assets
and debts at $10 million to $50 million.

                       About Stirling Energy

Stirling Energy Systems Inc., sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-_____) on Sept. 23, 2011,
after it failed to find a buyer for the company.  The Scottsdale,
Ariz.-based company developed equipment that converts heat from
the sun into electricity.

Stirling became at least the fourth solar company to seek court
protection from creditors since August 2011, after Solyndra Inc.,
which filed early in September, and Evergreen Solar Inc. and
start-up Spectrawatt Inc., both of which filed in August that
year.


METEX MFG: Seeks Extension of Exclusive Periods
-----------------------------------------------
Judge Cecelia G. Morris of the of the U.S. Bankruptcy Court for
the Southern District of New York entered a bridge order extending
Metex Mfg. Corporation's exclusive plan filing period through and
including the later of Jan. 29, 2014, at 10:30 a.m., or such other
date on which the Court enters an order ruling on the merits of
the Debtor's request for extension of its exclusive periods.

The Debtor has asked the Court to extend through and including
May 9, 2014, its exclusive period to file a plan, and until
July 9, 2014, its exclusive period to solicit acceptances of that
plan.

According to the Debtor, although a Plan of Reorganization has
been filed, based upon its experience with voting on its
unsuccessful prepackaged plan, an extension of the exclusive
periods is necessary to ensure sufficient time to solicit, count
and challenge, if necessary, votes on the Plan, and to seek
affirmation by the District Court of the Plan's supplemental
injunction pursuant to Section 524(g) of the Bankruptcy Code.

A hearing to consider approval of the disclosure statement
explaining the Plan is set for Feb. 20.  The reorganization, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, noted, is
based in part on settlements with nine insurance companies whose
contributions of $182.1 million to $189.75 million will help
finance the plan.

The Debtor is represented by Paul E. Breene, Esq., at REED SMITH
LLP, in New York; and Paul M. Singer, Esq., at REED SMITH LLP, in
Pittsburgh, Pennsylvania.

                             About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.

Metex filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 12-14554) on Nov. 9, 2012.  The petition was signed by
Anthony J. Miceli, president.  The Debtor estimated its assets and
debts at $100 million to $500 million.  Judge Burton R. Lifland
presides over the case.

Paul M. Singer, Esq., and Gregory L. Taddonio, Esq., at Reed Smith
LLP, in Pittsburgh, Pa.; and Paul E. Breene, Esq., and Michael J.
Venditto, Esq., at Reed Smith LLP, in New York, N.Y., represent
the Debtor as counsel.


MOVIBITY HOLDINGS: Intends to Acquire SmartReceipt, Inc.
--------------------------------------------------------
Mobivity Holdings Corp. has entered into a Letter of Intent to
acquire SmartReceipt, Inc., a marketing solutions company whose
software products transform traditional retail transaction
receipts for Subway, Baskin-Robbins, Dairy Queen and others into
engaging "smart" receipts that feature coupons and special offers
for consumers.  SmartReceipt is privately owned and is based in
Santa Barbara, California.

Pursuant to the letter of intent, the Company proposes to acquire
all of the assets or capital stock of Smart Receipt in exchange
for, among other things, the Company's payment at closing of $2
million of cash.

Jack Dorsey, founder and CEO of Square and co-founder of Twitter,
recently told retailers at the National Retail Federation's annual
expo that printed receipts are underused and could be a next-
generation point of engagement with consumers.

"What if we see the receipt more as a publishing medium -- a
product unto itself that people actually want to take home, that
they want to engage with, be fully interactive with?" Dorsey said.
"What can we do with this everyday tool?" he said.  "What can we
build into this canvas that's actually valuable, that's
independent of the product you just sold? What can you give in
this communication channel, this publishing medium that people
want to engage with?"

Like Mobivity's product offerings, SmartReceipt employs a SaaS-
based monthly recurring revenue business model with most of its
client base within the QSR industry.  Its customers pay a set
monthly fee per location for use of the service.  SmartReceipt's
solution is compatible with over 80 percent of Point-of-Sale (POS)
systems available in the marketplace today and transmits the
printed receipt data from POS systems to SmartReceipt's cloud-
based platform, enabling the QSR to store transactional data and
dynamically control the receipt content in real-time.  More than
1.2 million receipt transactions are processed daily by
SmartReceipt across more than 7,500 locations throughout the U.S.,
including major brands such as Subway, Baskin-Robbins and Dairy
Queen.

Dennis Becker, chief executive officer of Mobivity, said, "We are
very excited about the opportunity to acquire SmartReceipt and the
resulting combined company.  We believe SmartReceipt's printed
receipt data yields highly sought-after individual, actionable
purchase history which in combination with Mobivity's current SMS
and Stampt mobile loyalty app can be monetized and leveraged by
our combined 17,000 plus customer locations.  SmartReceipt's
innovative and low cost approach to bypassing the POS system and
instead directly integrating with printed receipt data,
dramatically reduces the merchant need to alter their complex POS
solutions.  Integrating SmartReceipt's point of sale data into
Mobivity's SMS and Stampt offering will enable retailers to
generate actionable data to craft specialized offers, coupons and
messages based on actual individual purchasing histories.  This is
a win for both the consumer and the retailer."

"We believe that SmartReceipt's technology could be a game changer
for our existing and future customers," added Mike Bynum,
president of Mobivity.  "Following the acquisition, we believe we
will be able to offer all of our 17,000 plus end users a more
complete suite of products and services.  As we quickly integrate
and leverage the combined products and technology, it should
create opportunities to increase our customers' investment in our
products."

Upon closing, Mobivity and SmartReceipt will combine for what is
believed to represent the largest installed base of any SaaS
mobile loyalty program provider in the industry.

"Mobile is undoubtedly the next generation interface to the
consumer," said Eric Kanowsky, chief executive officer and
director of SmartReceipt.  "Combining with Mobivity is a fantastic
opportunity to leverage our innovative approach to driving
consumer purchase behavior through tapping receipt data in real-
time.  We believe that together we will bring more value to
thousands of existing merchant locations with the ability to match
purchase data to consumers' mobile devices.  Our shareholders are
very pleased to be participating in what we consider to be a
bright future with Mobivity."

The letter of intent entered into by Mobivity and SmartReceipt is
non-binding and the completion of the transaction is subject to
certain conditions.  Consequently, there can be no assurance that
Mobivity will successfully acquire SmartReceipt.  However it does
provide Mobivity with a 30 day exclusive dealing period during
which SmartReceipt has agreed not to engage in discussions with
others concerning a change in control transaction.

Additional information regarding the transaction is available for
free at http://is.gd/nSiotd

                       About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings disclosed a net loss of $7.33 million in 2012,
as compared with a net loss of $16.31 million in 2011.  The
Company's balance sheet at Sept. 30, 2013, showed $9.96 million in
total assets, $1.51 million in total liabilities and $8.45 million
in total stockholders' equity.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring operating losses and
negative cash flows from operations and dependence on additional
financing to fund operations which raise substantial doubt about
the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"[A]ll of our assets are currently subject to a first priority
lien in favor of the holders of our outstanding convertible notes
payable in the current aggregate principal amount of $4,521,378.
The notes are due on October 15, 2013, if we are unable to repay
or refinance our obligations under those notes by October 15,
2013, the holders of the notes will have the right to foreclose on
their security interests and seize our assets.  To avoid such an
event, we may be forced to seek bankruptcy protection, however a
bankruptcy filing would, in all likelihood, materially adversely
affect our ability to continue our current level of operations.
In the event we are not able to refinance or repay the notes, but
negotiate for a further extension of the maturity date of the
notes, we may be required to pay significant extension fees in
cash or shares of our equity securities or otherwise make other
forms of concessions that may adversely impact the interests of
our common stockholders," the Company said in its annual report
for the year ended Dec. 31, 2012.


MONTREAL MAINE: Fortress Approved to Buy Co. for $15.9 Million
--------------------------------------------------------------
Judge Louis H. Kornreich of the U.S. Bankruptcy Court for the
District of Maine authorized Robert J. Keach, as Chapter 11
trustee for the estate of Montreal Maine & Atlantic Railway, Ltd.,
to sell the Debtor's assets to Railroad Acquisition Holdings LLC
under a contract valued at $15.9 million.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, Railroad Acquisition, an affiliate of Fortress Investment
Group LLC, won the auction on Jan. 21 because the other two
bidders didn't want to acquire the entire business.

The contract calls for Fortress to pay $14.3 million in cash, Mr.
Rochelle said.  The trustee increased the value of the contract
above the cash price because the purchaser decided to leave 25
locomotives behind while not reducing the consideration.  The
court in Canada overseeing MM&A's insolvency proceeding is also
approving the sale, Mr. Rochelle related.

The U.S. court overruled the objections to the entry of sale
motion,  including any objections to the Sale, any Cure Amounts or
the assumption and assignment of any of the Assigned Contracts and
Leases, that have not been withdrawn, waived, rendered moot, or
settled, or not otherwise resolved.  The objections raised by CIT
Group/Equipment Financing, Inc., Flex Leasing I, LLC, and Flex
Leasing II, LLC; Rail World Locomotive Leasing, LLC; Canadian
Pacific Railway Co.; and Eastern Maine Railway Company and New
Brunswick Southern Railway Company Limited were resolved.

The bid of the Washington County Railroad Company for the Newport
Subdivision Lot, which bid was submitted on January 15, 2014; and
the joint offer and bid of Eastern Maine Railway Company and
Springfield Railway Terminal Company for the Modified MMA Lot,
were accepted by the Trustee as "back-up bid."

                        About Montreal Maine

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

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

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

Justice Martin Castonguay oversees the case in Canada.

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

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

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.

MM&A Canada is represented by Patrice Benoit, Esq., at Gowling
LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by
Richard P. Olson, Esq., at Perkins Olson, and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

There's a March 31, 2014 deadline for filing of claims related to
the July accident.


MONTREAL MAINE: Victims' Panel Hires Paul Hastings as Counsel
-------------------------------------------------------------
The Official Committee of Victims of Montreal Maine & Atlantic
Railway, Ltd. seeks authorization from the U.S. Bankruptcy Court
for the District of Maine to retain Paul Hastings LLP as counsel
to the Committee, effective Dec. 10, 2013.

The Committee requires Paul Hastings to:

   (a) consult with the Committee, the Trustee, the Debtor, the
       U.S. Trustee and the Monitor concerning the administration
       of this chapter 11 case and the CCAA Proceeding;

   (b) review, analyze, and respond to pleadings filed with the
       Court and the CCAA Court and to participate at hearings on
       such pleadings;

   (c) take all necessary action to protect the rights and
       interests of the Committee, including, but not limited to,
       negotiations and preparation of documents relating to any
       plan and disclosure statement;

   (d) represent the Committee in connection with the exercise of
       its powers and duties under the Bankruptcy Code; and

   (e) perform all other necessary legal services in connection
       with the Chapter 11 case.

Paul Hastings will be paid at these hourly rates:

       Luc A. Despins, Partner       $550
       Christopher Fong, Associate   $660

Paul Hastings will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Consistent with the approach adopted by the Quebec Government, and
as a courtesy to the victims of the derailment, Paul Hastings will
not seek to have its fees paid out of the $25 million liability
proceeds of a liability insurance policy that the Debtor maintains
with XL Insurance Company Ltd.

Prior to the being retained by the Committee, Paul Hastings was
retained, as of Aug. 22, 2013, to represent the Informal Committee
of Quebec Claimants in this chapter 11 case. However, that
representation terminated on Dec. 9, 2013 and Paul Hastings did
not receive any compensation or promise of compensation in
connection therewith, except that on 3 occasions the Quebec
Government offered to pay the sum of CDN$10,000 per day for Mr.
Despins' attendance at meetings in (i) Quebec, Canada, with
victims of the derailment or representatives of such victims, and
(ii) Portland, Maine with the Trustee.

Paul Hastings had not sought payment of these sums and will not do
so if the Court believes that such payment would be inappropriate
given the Firm's proposed engagement by the Committee. Paul
Hastings will not represent the Informal Committee of Quebec
Claimants or any of their members in their individual capacity in
the Debtor's chapter 11 case.

Luc A. Despins, partner of Paul Hastings, 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.

Paul Hastings can be reached at:

       Luc A. Despins, Esq.
       PAUL HASTINGS LLP
       75 East 55th Street
       New York, NY 10022
       Tel: +1 (212) 318-6001
       Fax: +1 (212) 230-7771
       E-mail: lucdespins@paulhastings.com

                      About Montreal Maine

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

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

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

Justice Martin Castonguay oversees the case in Canada.

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

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

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.

MM&A Canada is represented by Patrice Benoit, Esq., at Gowling
LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by
Richard P. Olson, Esq., at Perkins Olson, and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

There's a March 31, 2014 deadline for filing of claims related to
the July accident.


MUSCLEPHARM CORP: Amends Report on BioZone Acquisition
------------------------------------------------------
MusclePharm Corporation, on Jan. 6, 2014, filed a current report
on Form 8-K to disclose the consummation of the acquisition of
substantially all of the assets of BioZone Pharmaceuticals, Inc.,
and its subsidiaries, BioZone Laboratories, Inc., and Bakers
Cummins Corporation.

The Company amended the Current Report solely to correct the date
of the report and the references to the closing date from Jan. 6,
2014, to Jan. 2, 2014, and to correct the incorporation by
reference in Exhibit 2.1 to correctly reference the Current Report
filed by MSLP with the U.S. Securities and Exchange Commission on
Nov. 13, 2013.

On Jan. 2, 2014, MusclePharm and its newly formed Nevada
subsidiary, BioZone Laboratories Inc. closed its previously
disclosed Asset Purchase Agreement with BioZone Pharmaceuticals,
Inc., and its subsidiaries, BioZone Laboratories, Inc., and Bakers
Cummins Corporation.  At closing, the Company acquired
substantially all of the operating assets of the Seller, including
all assets associated with QuSomes, HyperSorb and EquaSomes drug
delivery technologies and the name "Biozone", "Biozone
Laboratories" and similar names and domain names.  The closing was
subject to certain conditions precedent including delivery of a
fairness opinion to MSLP by its financial advisor, which MSLP has
obtained.

The base purchase price under the APA was 1.2 million shares of
the MSLP's common stock, par value $0.0001 per share, of which
600,000 shares were placed into escrow for a period of nine months
to cover indemnification obligations and which shares are also
subject to repurchase from the escrow for $10.00 per share in cash
during the nine month escrow period.  The remaining 600,000 non-
escrowed shares were issued to Biozone upon closing and are
subject to a lockup agreement which permit private sales.

MSLP will file financial statements as required under Securities
and Exchange Commission rules within the time periods prescribed
by those rules.

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $13.72 million.  MusclePharm incurred a net loss of
$18.95 million in 2012, a net loss of $23.28 million in 2011, and
a net loss of $19.56 million in 2010.  The Company's balance sheet
at Sept. 30, 2013, showed $41.54 million in total assets, $18.87
million in total liabilities and $22.67 million in total
stockholders' equity.


NATIONAL MENTOR: Moody's Says Upsized Loan No Impact on B3 CFR
--------------------------------------------------------------
Moody's Investors Service said that National Mentor Holdings,
Inc.'s $40 million upsizing of its proposed senior secured term
loan is credit-positive, but does not currently impact the B3
Corporate Family Rating, B1 rating for the senior secured credit
facilities, Caa2 rating for the company's senior unsecured notes,
or stable outlook.

The principal methodology used in this rating was the Global
Healthcare Service Providers published in December 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.

Headquartered in Boston, MA, National Mentor Holdings, Inc.
(National Mentor) through its subsidiaries, provides home and
community-based health and human services to (i) individuals with
intellectual/developmental disabilities ("I/DD"); (ii) persons
with acquired brain injury ("ABI") and other catastrophic injuries
and illness; and (iii) at-risk youth with emotional, behavioral or
medically complex needs and their families ("ARY"). Most of the
company's services involve residential support, typically in small
group homes, host homes, and small specialized community
facilities. Non-residential services consist primarily of day
programs and periodic services in various settings. National
Mentor is privately-owned by private equity sponsor Vestar Capital
Partners V, L.P. The company reported net revenue of approximately
$1.2 billion for the fiscal year ended September 30, 2013.


NATIONAL MENTOR: S&P Affirms B CCR & Cuts Secured Debt Rating to B
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Boston-based National Mentor Holdings Inc.  The
outlook is stable.

S&P also lowered its issue-level rating to 'B' from 'B+' on the
company's senior secured credit facility, which includes a
$100 million revolving credit facility and the upsized
$600 million term loan.  S&P revised the recovery rating on the
facility to '3' from '2', indicating meaningful (50%-70%) recovery
in the event of payment default.  S&P also affirmed the 'CCC+'
issue-level rating on the company's existing $250 million senior
unsecured notes.  The recovery rating on the unsecured notes is
'6', indicating negligible (0%-10%) recovery in the event of
payment default.

"The ratings on National Mentor reflect our view of the company's
business risk profile as "weak", reflecting its position in the
highly fragmented and competitive behavioral health care market
and exposure to potential third-party reimbursement reductions,"
said credit analyst Tahira Wright.  "The ratings also reflect the
company's "highly leveraged" financial risk profile given its
heavy debt burden, with leverage of nearly 6x in 2014."

S&P's stable outlook reflects its expectation that the company
will continue to pursue acquisitions rather than debt repayment.
Given S&P's expectations for modest EBITDA it believes credit
metrics will remain largely unchanged over the next year.

Downside Scenario

S&P could lower its rating in the event the company is unable to
generate enough cash to meet its operating and capital needs over
a sustained period, and S&P revises its view of liquidity to
"weak" from "adequate".  This could result from a decline in
revenue and EBITDA margin contraction of more than 300 basis
points (bps).  Such an occurrence, while S&P views as unlikely,
could be tied to more significant reimbursement pressures or
inadequate cost-containment efforts.

Upside Scenario

A higher rating is unlikely given S&P's expectation that the
company will continue to operate with a highly leveraged financial
risk profile over the next few years.  However, S&P could raise
its rating if the company reduces and maintains leverage to below
5x.  Lower leverage could be achieved through margin expansion of
about 300 bps.


NESTOR INC: SEC Revokes Registration of Securities
--------------------------------------------------
The U.S. Securities and Exchange Commission revoked the
registration of each class of registered securities of Nestor,
Inc.

Nestor is delinquent in its periodic filings with the Commission,
having not filed a periodic report since it filed a Form 10-Q for
the period ended Sept. 30, 2008, which reported a net loss of
$7,252,000 for the prior nine months.  As of Oct. 28, 2013,
the common stock of Nestor was quoted on OTC Link, had thirteen
market makers, and was eligible for the "piggyback" exception of
Exchange Act Rule 15c2-11(f)(3).

                          About Nestor Inc.

Nestor Inc. (OTC BB: NEST) -- http://www.nestor.com/-- provides
advanced automated traffic enforcement solutions and services to
state and municipal governments.


NET TALK.COM: Vicis No Longer Has Stake as of Jan. 16
-----------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Vicis Capital, LLC, disclosed that as of
Jan. 16, 2014, it did not beneficially own shares of common stock
of Net Talk.Com, Inc.

Vicis Capital Master Fund, for which Vicis acts as investment
advisor, formerly held 116,859,612 of the shares as of June 6,
2013.

The Fund previously acquired from the Issuer (1) 500 shares of the
Issuer's 12 percent Series A Convertible Preferred Stock
convertible into 20,000,000 shares of Common Stock; (2) Series D
Common Stock Purchase Warrants to purchase an aggregate of
36,800,000 shares of Common Stock; (3) 19,995,092 shares of Common
Stock; and (4) Series E Common Stock Purchase Warrants to purchase
an aggregate of 40,064,250 shares of Common Stock.

On June 30, 2012, the Fund granted the Issuer an option to redeem
all of the Issuer's securities held by the Fund for an exercise
price of $16,000,000 less the sum of (a) total principal and
accrued interest paid by the Issuer on the current outstanding
debentures, (b) the first $1,000,000 of principal paid by the
Issuer on any future debentures, if any, and (c) accrued interest
paid by the Issuer on the first $1,000,000 of principal on any
future debentures.  The Option was to become first exercisable on
the date on which all principal of, and accrued interest on,
debentures of the Issuer held by the Fund was paid in full and
expired unexercised on Dec. 31, 2013.

On Jan. 16, 2014, pursuant to a Redemption and Debt Restructuring
Agreement effective as of Dec. 31, 2013, the Issuer redeemed from
the Fund all securities of the Issuer held by the Fund, including
without limitation the Series A Preferred Stock, the Series D
Warrants, the shares of Common Stock, the Series E Warrants, and
certain debentures.  In consideration thereof, the Issuer granted
the Fund a 6 percent secured promissory note in the principal
amount of $3,000,000 due June 30, 2014, subject to extension in
accordance with the terms thereof.

As a result the transactions, Vicis is no longer deemed to own any
shares of Common Stock.

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

                         http://is.gd/FEqs2g

                         About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

Net Talk.com incurred a net loss of $14.71 million on
$5.79 million of total revenue for the year ended Dec. 31, 2012,
as compared with a net loss of $26.17 million on $2.72 million of
total revenue for the year ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2013, showed
$4.73 million in total assets, $25.87 million in total
liabilities, $5 million in redeemable preferred stock, and a
$26.14 million total stockholders' deficit.

                 Going Concern/Bankruptcy Warning

"The presentation of financial statements in accordance with GAAP
contemplates that operations will be sustained for a reasonable
period.  However, we have incurred operating losses of $884,879
and $3,740,984 during the three and nine months ended September
30, 2013, and operating losses of $2,041,541 and $12,553,836
during the three and nine months ended September 30, 2012,
respectively.  The company is also highly leveraged with
$16,068,911 in senior debentures, $1,070,087 in demand notes,
$500,000 in 5% Secured Convertible Promissory Notes and $1,400,000
in mortgage debt.  In addition, during the nine months ended
September 30, 2013 and 2012, we used cash of $1,634,097 and
$3,741,980, respectively, in support of our operations. As more
fully discussed in Note 5, we have material redemption
requirements associated with our senior debentures and demand
notes, due during the year ended December 31, 2013.  Since our
inception, we have been substantially dependent upon funds raised
through the sale of preferred stock and warrants to sustain our
operating and investing activities.  These are conditions that
raise substantial doubts about our ability to continue as a going
concern for a reasonable period."

"We have never sustained profits and our losses could continue.
Without sufficient additional capital to repay our indebtedness,
we may be required to significantly scale back our operations,
significantly reduce our headcount, seek protection under the
provisions of the U.S. Bankruptcy Code, and/or discontinue many of
our activities which could negatively affect our business and
prospects," the Company said in the quarterly report for the
period ended Sept. 30, 2013.


NET TALK.COM: USPTO Issues NIRC for Patent on Technology
--------------------------------------------------------
Nettalk.com Inc. received a United States Patent Office Notice of
Intent to Issue Ex Parte Reexamination Certificate for netTALK's
U.S. Patent Number 8,243,722.  The NIRC signifies the termination
of the reexamination and indicates that all three claims of the
'722 Patent are deemed allowable by the United States Patent and
Trademark Office.  The three claims of the '722 Patent were
minimally amended during the proceeding.

netTALK expects the reexamination certificate to be issued by the
USPTO in due course.  The reexamination was initiated by Daniel
Borislow, former CEO of magicJack - VocalTec, Ltd., after the '722
Patent was issued.  netTALK sued magicJack and other defendants on
Sept. 21, 2012, in the United States District Court for the
Southern District of Florida for infringement of the '722 Patent.
That case has been stayed pending the outcome of the
reexamination.

                        About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

Net Talk.com incurred a net loss of $14.71 million on $5.79
million of total revenue for the year ended Dec. 31, 2012, as
compared with a net loss of $26.17 million on $2.72 million of
total revenue for the year ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2013, showed $4.73
million in total assets, $25.87 million in total liabilities, $5
million in redeemable preferred stock, and a $26.14 million total
stockholders' deficit.

                 Going Concern/Bankruptcy Warning

"The presentation of financial statements in accordance with GAAP
contemplates that operations will be sustained for a reasonable
period.  However, we have incurred operating losses of $884,879
and $3,740,984 during the three and nine months ended September
30, 2013, and operating losses of $2,041,541 and $12,553,836
during the three and nine months ended September 30, 2012,
respectively.  The company is also highly leveraged with
$16,068,911 in senior debentures, $1,070,087 in demand notes,
$500,000 in 5% Secured Convertible Promissory Notes and $1,400,000
in mortgage debt.  In addition, during the nine months ended
September 30, 2013 and 2012, we used cash of $1,634,097 and
$3,741,980, respectively, in support of our operations. As more
fully discussed in Note 5, we have material redemption
requirements associated with our senior debentures and demand
notes, due during the year ended December 31, 2013.  Since our
inception, we have been substantially dependent upon funds raised
through the sale of preferred stock and warrants to sustain our
operating and investing activities.  These are conditions that
raise substantial doubts about our ability to continue as a going
concern for a reasonable period."

"We have never sustained profits and our losses could continue.
Without sufficient additional capital to repay our indebtedness,
we may be required to significantly scale back our operations,
significantly reduce our headcount, seek protection under the
provisions of the U.S. Bankruptcy Code, and/or discontinue many of
our activities which could negatively affect our business and
prospects," the Company said in the quarterly report for the
period ended Sept. 30, 2013.


NEW ALBERTSON: S&P Affirms 'CCC+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
Boise, Idaho-based New Albertson's Inc., including the 'CCC+'
corporate credit rating.  The outlook is stable.  At the same, S&P
assigned a 'B' issue-level rating and '1' recovery rating to the
company's $1.2 billion asset based revolving credit facility.  S&P
rates the facility two notches above the corporate credit rating
and the '1' recovery rating indicates S&P's expectations for very
high (90%-100%) recovery of principal in the event of default.

"The affirmation comes as the company enters into a new revolving
credit agreement.  We expect the facility will be partially drawn
at closing and the proceeds plus cash from the balance sheet will
be used to fund a tender offer of the company's ASC notes," said
credit analyst Charles Pinson-Rose.  "The tender of the ASC bonds
lowers the company's restricted cash and the larger revolver
(supported by more collateral) increases the company's available
borrowing base . Accordingly, the company increased its available
liquidity considerably -- though we still view the company's
liquidity as 'adequate'".

The outlook is stable, which incorporates S&P's belief that
management has made most of the price investments and store
improvements to improve operating trends over the near term, and
S&P expects sales growth to lead profit growth over next year.
However, S&P expects credit ratios to remain very weak, given the
company's large amount of liabilities.

Upside Scenario

S&P would only consider a positive rating action if leverage was
in the mid-7x area and coverage in the mid-2x range.  S&P
estimates EBITDA would need to be about 40% higher than forecasted
levels.  Under this scenario, S&P would view the capital structure
as sustainable longer term because of the higher levels of cash
flow generation.  Currently, S&P do not believe this is likely in
fiscal 2015 given the company's strategies and current profit
trends, but could occur in fiscal 2016.

Downside Scenario

S&P would likely consider a negative rating action if it felt
liquidity concerns were more acute, and if sources were less than
available uses over the next year.  Moreover, any financial policy
decision that meaningfully depletes cash on hand could cause S&P
to reassess its rating on the company. This scenario would mean
that S&P could envision a more specific default scenario than it
currently anticipates.


NEXT 1 INTERACTIVE: Incurs $11.4-Mil. Net Loss in Nov. 30 Qtr.
--------------------------------------------------------------
Next 1 Interactive, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $11.44 on $391,219 of total revenues for the three
months ended Nov. 30, 2013, as compared with a net loss of $2
million on $221,731 of total revenues for the same period a year
ago.

For the nine months ended Nov. 30, 2013, the Company incurred a
net loss of $18.22 million on $1.27 million of total revenues as
compared with a net loss of $2.92 million on $530,987 of total
revenues for the same period during the prior year.

The Company's balance sheet at Nov. 30, 2013, showed $4.89 million
in total assets, $21.64 million in total liabilities and a $16.75
million total stockholders' deficit.

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

                        http://is.gd/0vAzSV

                     About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is the parent company
of RRTV Network (formerly Resort & Residence TV), Next Trip -- its
travel division, and Next One Realty -- its real estate division.
The Company is positioning itself to emerge as a multi revenue
stream "Next Generation" media-company, representing the
convergence of TV, mobile devices and the Internet by providing
multiple platform dynamics for interactivity on TV, Video On
Demand (VOD) and web solutions.  The Company has worked with
multiple distributors beta testing its platforms as part of its
roll out of TV programming and VOD Networks.  The list of multi-
system operators the Company has worked with includes Comcast,
Cox, Time Warner and Direct TV.  At present the Company operates
the Home Tour Network through its minority owned/joint venture
real estate partner -- RealBiz Media.  As of July 17, 2012, the
Home Tour Network features over 4,300 home listings in four cities
on the Cox Communications network.

Next 1 Interactive disclosed a net loss attributable to the
Company of $4.19 million on $987,115 of total revenues for the
year ended Feb. 28, 2013, as compared with a net loss attributable
to the Company of $13.65 million on $1.29 million of total
revenues for the year ended Feb. 29, 2012.

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Feb. 28, 2013.  The independent auditors noted
that the Company has incurred losses of $4,233,102 for the year
ended Feb. 28, 2013, and the Company had an accumulated deficit of
$71,193,862 and a working capital deficit of $13,371,094 at
Feb. 28, 2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

                         Bankruptcy Warning

"If we continue to experience liquidity issues and are unable to
generate revenue, we may be unable to repay our outstanding debt
when due and may be forced to seek protection under the federal
bankruptcy laws," according to the Company's annual report for the
year ended Feb. 28, 2013.


NNN PARKWAY 400 26: Court Rejects Plan, Allows Lender to Foreclose
------------------------------------------------------------------
NNN Parkway 400 26, LLC, and 30 of its affiliated limited
liability companies will lose their property to foreclosure after
Bankruptcy Judge Theodor C. Albert in Santa Ana, Calif. denied
confirmation of their Chapter 11 plan.

Judge Albert said the absolute priority rule and market testing
issue, the separate classification and the fact that there may in
good faith not be even a single consenting impaired class not
involving insiders, and the question of just how the debtor TICs
propose legally to control the non-consenting, non-debtor TICs in
return for the new money absent protracted litigation, are all
formidable barriers to confirmation.  None of these barriers
appear to be of the sort where the debtor TICs might be able to
resolve them within the near future, thereby justifying more time.

According to Judge Albert, the case (at least as to the lead
debtor) has now been pending for over one year and the court sees
no practical end in sight.  Therefore, the court sees no basis for
further delay of the lender under 11 U.S.C. Sec. 362(d)(2) as
there is no reorganization "in prospect," the Judge said, citing
United Sav'n Assoc. of Texas v. Timbers of Inwood Forest Assocs.,
484 U.S. 365, 376, 108 S.Ct. 626, 633 (1988).

"Counsel for lender shall submit an order for relief of stay on
the form mandated by the LBRs and separate orders valuing the
property and denying confirmation. The motion for dismissal is
deemed withdrawn," the Court said.

Each of the Debtors owns undivided tenancies in common in the
property commonly known as 11720 and 11800 Amber Park Drive,
Alpharetta, Georgia.  The property is improved by office buildings
which have been partially leased.  The debtor TICs each hold a
percentage ownership in the property, aggregating roughly 86%.
There are at least four tenants in common owning the remaining 4%
which are not debtors.  By earlier order, the debtor TICs' cases
are administratively consolidated.

The plan is opposed by the major creditor in the case WBCMT 2007-
C31 Amberpark Office Limited Partnership.  The lender is owed
about $27 million secured by a first mortgage on the property. The
lender had actually foreclosed on the property January 3, 2013 as
but was prevented from consummating that foreclosure by the
Chapter 11 petition of the lead debtor, NNN Parkway 400 26, LLC,
representing about a 2.3% ownership of the property.

Despite its serious misgivings voiced at the time, the Bankruptcy
Court reluctantly found that, under the teaching of Harsh
Investment Co. v. Bialac (In re Bialac), 712 F.2d 426 (9th Cir.
1983), the foreclosure was stayed not only as to the lead debtor
but as to all of the other TICS as well because reciprocal rights
of redemption from the lender's claim were a form of "property of
the estate" which would be destroyed by the foreclosure.

Under Ninth Circuit law the foreclosure sale as to the TICS other
than the lead debtor was not just voidable, it was void, and so
the sale was unwound by the lender.  The initial petition was then
followed by petitions from the other 30 debtor TICs.

On Dec. 19, 2013, the debtor TICs appeared before the Court for a
hearing on the plan of reorganization and the lender's motion for
relief of stay.  Those motions were considered together with
motions to value the property and to dismiss.

In anticipation of that hearing the court published its tentative
decision Dec. 18, 2013, wherein the court outlined several areas
of concern it had over the confirmability of the plan.

At the Dec. 19 hearing, the court determined that the value of the
property for plan purposes was $21 million.  Under 11 U.S.C. Sec.
506(a) this means the secured claim of the lender was $21 million
and the unsecured portion was the approximate $6 million
deficiency.

The court also determined that a 5.94% per annum interest rate
fixed would provide "present value" equal to the remaining $20
million secured claim (after a promised $1 million pay down) for
the payments promised under the plan within the meaning of 11
U.S.C. Sec. 1129(b)(2)(A)(i). The hearing was continued for
evidence and argument on remaining issues to Jan. 13, 2014.

At the continued hearing, the debtor TICs reported that their
financial backers, ASB Acquisitions and Steelbridge Capital, would
still contribute the promised approximate $5.11 million new
capital notwithstanding that these findings were at variance with
the original conditions for the contribution as previously
expressed.  Therefore, it appeared that the debtor TICS cleared at
least the initial hurdle to plan confirmation described in the
tentative.

The Debtor TICs classify the lender's $6 million deficiency in
Class 5 from the other class of unsecured claims in Class 4.
Class 4 is reportedly comprised of $43,307 of general unsecured
claims and is the sole consenting impaired class.  The lender is
easily the largest unsecured creditor -- the lender represents
about 99.79% of all debt -- and Class 5 -- of which it is the sole
member -- has voted against confirmation.

There arises an issue under the "absolute priority rule" found at
11 U.S.C. Sec. 1129(b)(2)(B)(ii) because the debtor TICs do not
propose to pay the unsecured creditors in full but would keep
their interests as Class 8 under the plan.

A copy of Judge Albert's Jan. 21, 2014 Memorandum of Decision
Denying Confirmation of Chapter 11 Plan and Granting Relief of
Stay is available at http://is.gd/OoRsUzfrom Leagle.com.

                   About NNN Parkway 400 26 LLC

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  Dana Point, California-based NNN Parkway
estimated assets and debts of $10 million to $50 million.  The
Hon. Judge Theodor Albert presides over the case.  The Law
Office of Christine E. Baur, and David A. Lee, Esq., at Weiland,
Golden, Smiley, Wang Ekvall & Strok, LLP, represent the Debtor.

Pre-petition, the Debtors retained HighPoint Management Solutions,
LLC, a bankruptcy consulting company, as a manager of the Debtors,
and HighPoint's President, Mr. Mubeen Aliniazee, as the Debtors'
Restructuring Officer, to assist the Debtors in their compliance
with the Chapter 11 bankruptcy process.

The Debtors' primary asset is a commercial real property commonly
known as Parkway 400, which is a two-building office campus
totaling approximately 193,281 square feet located at 11720 Amber
Park Drive and 11800 Amber Park Drive, Alpharetta, Georgia.  The
Debtors hold a concurrent ownership interest in the Property with
other tenant-in-common investors and the sponsor, NNN Parkway 400,
LLC.


OLD SECOND: Reports $1.1 Million Net Loss in Fourth Quarter
-----------------------------------------------------------
Old Second Bancorp, Inc., for the year ended Dec. 31, 2013,
reported net income available to common stockholders of $76.82
million on $69.04 million of total interest and dividend income as
compared with a net loss available to common stockholders of $5.05
million on $75.08 million of total interest and dividend income
during the prior year.

Old Second Bancorp reported a net loss available to common
stockholders of $1.12 million on $16.89 million of total interest
and dividend income for the three months ended Dec. 31, 2013, as
compared with net income available to common stockholders of
$253,000 on $17.56 million of total interest and dividend income
for the same period a year ago.


Old Second incurred a net loss available to common stockholders of
$11.22 million in 2011 following a net loss available to common
stockholders of $113.18 million in 2010.

The Company's balance sheet at Dec. 31, 2013, showed $2 billion in
total assets, $1.85 billion in total liabilities and $147.69
million in total stockholders' equity.

Chairman Bill Skoglund said, "While we have more work to do, we
made good progress in 2013 on our organizational goals.  For
example, our loan portfolio grew in the fourth quarter while
problem loans and other real estate owned continued to decline.
Year over year, OREO dropped sharply from $72.4 million at the end
of 2012 to $41.5 million at the end of 2013.  Our profitability
has improved in a challenging and uneven economic environment and
was helped by reduced credit costs reflected in our loan loss
reserve release, sharply lower OREO expenses and efficient expense
discipline.  Capital ratios for Old Second National Bank remain
strong with total equity enhanced by the third quarter reversal of
substantially all of the valuation allowance against our deferred
tax assets.  While loans were down in 2013 from 2012 and deposits
essentially flat, we're encouraged by our realization of new loan
business and continuing to serve loyal deposit customers who
respond well to our community banking business model."

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

                        http://is.gd/xaOArX

                          About Old Second

Old Second Bancorp, Inc., is a financial services company with its
main headquarters located in Aurora, Illinois.  The Company is the
holding company of Old Second National Bank, a national banking
organization headquartered in Aurora, Illinois and provides
commercial and retail banking services, as well as a full
complement of trust and wealth management services.  The Company
has offices located in Cook, Kane, Kendall, DeKalb, DuPage,
LaSalle and Will counties in Illinois.


OLD SECOND: Terminates Agreement with Chicago Federal Reserve
-------------------------------------------------------------
Old Second Bancorp, Inc., terminated a written agreement, dated
July 22, 2011, with the Federal Reserve Bank of Chicago.  The
termination of the Written Agreement was effective Jan. 17, 2014.

Under the terms of the Written Agreement, the Company was required
to, among other things:

   (i) serve as a source of strength to Old Second National Bank,
       its subsidiary bank;

  (ii) refrain from declaring or paying any dividend, or taking
       dividends or other payments representing a reduction in the
       Bank's capital;

(iii) refrain, along with its nonbank subsidiaries, from making
       any distributions on subordinated debentures or trust
       preferred securities without the prior written consent of
       the Federal Reserve;

  (iv) refrain, along with its nonbank subsidiaries, from
       incurring, increasing or guaranteeing any debt, and from
       purchasing or redeeming any shares of its capital stock,
       each without the prior written consent of the Federal
       Reserve;

   (v) provide the Federal Reserve with a written plan to maintain
       sufficient capital at the Company on a consolidated basis;

  (vi) provide the Federal Reserve with a projection of the
       Company's planned sources and uses of cash;

(vii) comply with certain regulatory notice provisions pertaining
       to the appointment of any new director or senior executive
       officer, or the changing of responsibilities of any senior
       executive officer; and

(viii) comply with certain regulatory restrictions on
       indemnification and severance payments.

The Company was also required to submit certain reports to the
Federal Reserve with respect to the foregoing requirements.
Although the Written Agreement has been terminated, the Company
expects that it will continue to seek approval from the Federal
Reserve prior to paying any dividends on its capital stock and
incurring any additional indebtedness.

                          About Old Second

Old Second Bancorp, Inc., is a financial services company with its
main headquarters located in Aurora, Illinois.  The Company is the
holding company of Old Second National Bank, a national banking
organization headquartered in Aurora, Illinois and provides
commercial and retail banking services, as well as a full
complement of trust and wealth management services.  The Company
has offices located in Cook, Kane, Kendall, DeKalb, DuPage,
LaSalle and Will counties in Illinois.

The Company reported net income available to common stockholders
of $76.82 million in 2013, a net loss available to common
stockholders of $5.05 million in 2012, a net loss available to

common stockholders of $11.22 million in 2011 and a net loss
available to common stockholders of $113.18 million in 2010.

The Company's balance sheet at Dec. 31, 2013, showed $2 billion in
total assets, $1.85 billion in total liabilities and $147.69
million in total stockholders' equity.


OSAGE EXPLORATION: Hires Mayer Hoffman as New Accountants
---------------------------------------------------------
The Board of Directors of Osage Exploration and Development, Inc.,
engaged Mayer Hoffman McCann P.C. as the Company's principal
accountant.  The decision to change auditors was the result of a
request-for-proposal process in which the Company evaluated the
credentials of several firms.

In connection with the selection of Mayer Hoffman McCann, the
Board of Directors also dismissed MaloneBailey, LLP, as the
Company's principal accountant.  MaloneBailey had been engaged by
the Company as principal accountant on Oct. 8, 2012, and was
dismissed on Jan. 20, 2014.  During this period, MaloneBailey
issued an audit report on the consolidated financial statements of
the Company and its subsidiaries as of and for the year ended
Dec. 31, 2012.  The Company has given permission to MaloneBailey
to respond fully to the inquiries of the successor auditor.

The audit report of MaloneBailey on the consolidated financial
statements of the Company and its subsidiaries as of and for the
year ended Dec. 31, 2012, did not contain any adverse opinion or
disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope, or accounting principles, except as
follows:

     MaloneBailey's report on the consolidated financial
     statements of the Company and its subsidiaries as of and for
     the year ended Dec. 31, 2012, contained a separate paragraph
     stating that "The accompanying consolidated financial
     statements have been prepared assuming that the Company will
     continue as a going concern.  As discussed in Note 2 to the
     consolidated financial statements, the Company has a working
     capital deficit and an accumulated deficit as of December 31,
     2012 which raises substantial doubt about its ability to
     continue as a going concern.  Management's plans regarding
     those matters are described in Note 2.  The consolidated
     financial statements do not include any adjustments that
     might result from the outcome of this uncertainty."

The Company said the dismissal was not due to any disagreement
with the former accounting firm.

During the years ended Dec. 31, 2012, and 2013 and the subsequent
interim period through Jan. 20, 2014, the Company did not consult
with Mayer Hoffman McCann regarding any matters.

In a letter dated Jan. 20, 2014, MaloneBailey said, "We have read
Item 4.01 of the Form 8-K dated January 21, 2014, of Osage
Exploration and Development, Inc. and are in agreement with the
statements contained therein inasmuch as they relate to our firm.
We have no basis to agree or disagree with other statements of the
registrant contained therein."

                       About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

Goldman, Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has an accumulated deficit as of Dec. 31, 2011.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $33.38
million in total assets, $25.29 million in total liabilities and
$8.08 million in total stockholders' equity.

Osage Exploration incurred a net loss of $516,706 on $6.12 million
of total operating revenues for the year ended Dec. 31, 2012, as
compared with net income of $2.53 million on $3.51 million of
total operating revenues for the year ended Dec. 31, 2011.

                        Bankruptcy Warning

"The Company's operating plans require additional funds which may
take the form of debt or equity financings.  The Company's ability
to continue as a going concern is in substantial doubt and is
dependent upon achieving profitable operations and obtaining
additional financing.  There is no assurance additional funds will
be available on acceptable terms or at all.  In the event we are
unable to continue as a going concern, we may elect or be required
to seek protection from our creditors by filing a voluntary
petition in bankruptcy or may be subject to an involuntary
petition in bankruptcy.  To date, management has not considered
this alternative, nor does management view it as a likely
occurrence," the Company said in the quarterly report for the
period ended Sept. 30, 2013.


OVERLAND STORAGE: Completes Acquisition of Tandberg Data
--------------------------------------------------------
Overland Storage has completed its acquisition of Tandberg Data
Holdings S.a r.l., a privately held global leader of data storage
and data protection solutions, on Jan. 21, 2014.  Overland
received the necessary shareholder vote to complete the
acquisition at its special shareholder meeting held on Jan. 16,
2014.

The Company entered into an Amendment to Acquisition Agreement
dated Jan. 21, 2014, with Tandberg, FBC Holdings S.a r.l.,and
Tandberg Data Management S.a r.l.  Pursuant to the Amendment, the
parties agreed to amend the Acquisition Agreement to, among other
things:

   (i) provide that the Company would purchase 100 percent of the
       issued and outstanding capital stock of Tandberg Data
       Corporation, a Delaware corporation and a wholly-owned
       subsidiary of Tandberg, for an aggregate purchase price of
       $10,000 immediately prior to the closing of the acquisition
       of Tandberg by the Company contemplated by the Acquisition
       Agreement;

  (ii) provide that the Company would appoint two directors
       approved by FBC to the board of directors of the Company
       within two weeks after the closing of the Acquisition; and

(iii) provide for the maintaining by Tandberg Data Norge AS, a
       subsidiary of Tandberg organized under the laws of Norway,
       of certain credit facilities.

A copy of the Amendment to Acquisition Agreement is available for
free at http://is.gd/wYMsjG

Eric Kelly, president and CEO of Overland Storage, commented, "We
are delighted the Overland Storage shareholders approved the
acquisition of Tandberg Data.  The transaction was overwhelmingly
approved by our shareholders with 99.8% of the votes cast in favor
of the matters required to complete the acquisition.  With the
combination, we will expand our number of global channel and
service partners, and offer one of the most extensive and
complementary product lines and service offerings in the
enterprise storage industry.  The acquisition will expand our
reach in APAC, Europe and the Middle East, and will allow us to
leverage our world-class manufacturing facility in China to
improve operational efficiencies and meet customer demand."

The leadership team of Overland following the closing will consist
of experienced and accomplished executives:

     * Eric Kelly, President and CEO

     * Kurt Kalbfleisch, Chief Financial Officer

     * Randy Gast, Chief Operating Officer

     * Lisa Loe, Vice President of WW Mobility & Cloud Services,
       Americas, Asia Pacific Sales

     * Scott Petersen, Vice President of WW OEM Sales & Government

     * Graham Paterson, Vice President of EMEA Sales

     * Trevor Heathorn, Vice President of Overland Engineering

     * Carol Dixon, Vice President of Global Human Resources

As part of the agreement, Overland will add two new board members,
expanding its board of directors to seven.

Also at the Special Meeting, the shareholders:

   (a) approved the issuance of up to 17,192,304 shares of the
       Company's common stock, which were issued or are issuable
       upon the conversion of outstanding promissory notes issued
       in February and November 2013 and additional convertible
       promissory notes to be issued pursuant to the Amended and
       Restated Note Purchase Agreement;

   (b) approved the proposal to authorize the Board of Directors
       of the Company, in its discretion, to effect a reverse
       stock split of the Company's common stock at a specific
       ration, ranging from one-for-two to one-for-ten, to be
       determined by the Board of Directors and effected, if at
       all, within one year from the date of the Special Meeting;

   (c) approved the amendments to the Company's 2009 Equity
       Incentive Plan, including an increase in the number of
       shares of the Company's common stock available for award
       grant purposes under the 2009 Equity Incentive Plan by
       7,000,000 shares; and

   (d) approved the amendment to the Amended and Restated Articles
       of Incorporation to increase the authorized number of
       shares of the Company's common stock from 90,200,000 to
       125,000,000.

A copy of the Form 8-K current report filed with the U.S.
Securities and Exchange Commission is available for free at:

                        http://is.gd/7fwqg4

                       About Overland Storage

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

Overland Storage incurred a net loss of $19.64 million on $48.02
million of net revenue for the fiscal year ended June 30, 2013, as
compared with a net loss of $16.16 million on $59.63 million of
net revenue during the prior fiscal year.  The Company's balance
sheet at Sept. 30, 2013, showed $27.87 million in total assets,
$40.17 million in total liabilities and a $12.29 million total
shareholders' deficit.

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


PHARMAGEN INC: Reports $1.35-Mil. Net Loss for Sept. 30 Quarter
---------------------------------------------------------------
Pharmagen, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $1.35 million on $1.07 million of revenues for the three months
ended Sept. 30, 2013, compared with a net loss of $1.04 million on
$1.78 million of revenues for the same period in 2012.

The Company's balance sheet at Sept. 30, 2013, showed $3.02
million in total assets, $9.03 million in total liabilities, and
stockholders' deficit of $6.01 million.

"The Company has a history of incurring net losses and at
Sept. 30, 2013 has an accumulated net loss totaling $6,837,876.
At September 30, 2013, the Company held cash of $188,357.  These
conditions give rise to substantial doubt about the Company?s
ability to continue as a going concern," the Company said in the
regulatory filing.

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

                       http://is.gd/YN3mga

Pharmagen, Inc., offers sterile pharmaceutical solutions. The
Company distributes hard to find and specialty drugs to health
care providers, while also providing over-the-counter
pharmaceuticals. Pharmagen serves the health care and
pharmaceutical industry in the United States.


POSITIVEID CORP: Amends 9 Million Shares Resale Prospectus
----------------------------------------------------------
PositiveID Corporation amended its Form S-1 registration statement
relating to the resale of up to 9,000,000 shares of common stock
of the Company, par value $0.01 per share, consisting of 9,000,000
shares of Common Stock issuable to Ironridge Global IV, Ltd., a
British Virgin Islands business company, upon conversion of up to
750 shares of Series F Preferred Stock held by Ironridge pursuant
to a stock purchase agreement, dated Aug. 26, 2013, between
Ironridge and the Company, or that the Company may choose to issue
in lieu of cash as payment of the 7.65 percent dividends on the
Series F.  The Company will not receive any proceeds from the
resale of these shares of common stock.

The total amount of shares of common stock which may be sold
pursuant to this Prospectus would constitute approximately 15.3
percent of the Company's issued and outstanding common stock as of
Jan. 14, 2014, assuming that the selling stockholder will sell all
of the shares offered for sale.

The selling stockholder may offer all or part of the shares for
resale from time to time through public or private transactions,
at either prevailing market prices or at privately negotiated
prices

The Company's common stock is quoted on the OTC Markets, under the
ticker symbol "PSID."  On Jan. 14, 2014, the closing price of the
Company's common stock was $0.025 per share.

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

                        http://is.gd/7jN5at

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID incurred a net loss of $7.99 million on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$16.48 million on $0 of revenue for the year ended Dec. 31, 2011.
The Company's balance sheet at Sept. 30, 2013, showed $2.09
million in total assets, $7.18 million in total liabilities and a
$5.09 million total stockholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
at Dec. 31, 2012, the Company has a working capital deficiency and
an accumulated deficit.  Additionally, the Company has incurred
operating losses since its inception and expects operating losses
to continue during 2013.  These conditions raise substantial doubt
about its ability to continue as a going concern.


PUTNAM AT TINTON: Equity Owners Want Chapter 11 Case Dismissed
--------------------------------------------------------------
Gino & Family Co., LLC, Villas at Tinton Falls, Inc., Michael
Patti and Nicholas Patti, equity owners of Putnam at Tinton Falls
LLC, ask the Hon. Christine M. Gravelle of the U.S. Bankruptcy
Court for the District of New Jersey to dismiss the Debtor's
Chapter 11 case for cause, contending that the Debtor's case was
inappropriately and improperly filed with the Court without any
legal or requisite corporate authority.

The equity owners tell Judge Gravelle that no corporate resolution
accompanied the bankruptcy petition or has been filed to date.
The representation that the Debtor is owned by Richard Annunziata
or that he had the requisition corporate and legal authority to
place the company into voluntary bankruptcy, is false and was
knowingly false at the time the case was filed, according to Paul
J. Winterhalter, Esq., at Law Offices of Paul J. Winterhalter,
P.C., counsel for the equity owners.

According to papers filed with the Court, Mr. Annunziata has been
in active litigation in various courts in the State of New Jersey,
the United States District Court for the District of New Jersey,
and in the United States District Court for the Southern District
of New York in which he has attempted to allege a claim or
entitlement to an ownership interest in Putnam at Tinton Falls,
LLC.

Mr. Winterhalter notes Gino & Family and Villas at Tinton Falls
each owns a 50% interest in all issued and outstanding membership
interests of the Debtor entity.  The sole shareholders of the
Villas at Tinton Falls are Michael Patti and Nicholas Patti.  Each
of these entities and individuals are interested parties in the
Debtor's bankruptcy case.

Putnam at Tinton Falls, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 13-37536) on Dec. 20, 2013.
Richard Annunziata signed the petition as managing member.  The
Debtor estimated assets of at least $10 million and debts of at
least $1 million.  Bruce J. Duke, Esq., serves as the Debtor's
counsel.


RADIANT OIL: Incurs $520,000 Net Loss in Third Quarter
------------------------------------------------------
Radiant Oil & Gas, Inc., filed with the U.S. Securities and
Exchange Commission on Jan. 22, 2014, its:

   -- Form 10-Q for the quarterly period ended Sept. 30, 2013;

      http://is.gd/g7yzqT

   -- Form 10-Q for the quarterly period ended June 30, 2013;

      http://is.gd/WnvcRn

   -- Form 10-Q for the quarterly period ended March 31, 2013; and

      http://is.gd/a2XSft

   -- Form 10-K for the fiscal year ended Dec. 31, 2012, and 2011.

      http://is.gd/9NUVb1

For the three months ended Sept. 30, 2013, Radiant Oil reported a
net loss of $519,770 as compared with a net loss of $512,282 for
the same period a year ago.  For the nine months ended Sept. 30,
2013, the Company incurred a net loss of $1.29 million as compared
with a net loss of $827,170 for the same period during the prior
year.

As of Sept. 30, 2013, the Company had $733,805 in total assets,
$9.38 million in total liabilities, $50,000 in commitments and
contingencies, and a $8.70 million total stockholders' deficit.

The Company reported a net loss of $340,858 for the three months
ended June 30, 2013, as compared with a net loss of $71,314 for
the same period during the prior year.

For the three months ended March 31, 2013, the Company incurred a
net loss of $435,929 as compared with a net loss of $243,574 for
the same period a year ago.

The Company reported a net loss of $1.69 million in 2012 following
a net loss of $3.51 million in 2011.

"We have historically experienced losses and negative cash flows
from operations and these conditions raise substantial doubt about
our ability to continue as a going concern and management is
attempting to raise additional capital to address our liquidity.
We believe that our negative cash flow from operations will
continue at least through 2013.  There can be no assurance that we
will ever be able to raise sufficient capital to generate positive
cash flow from operations," the Company said in its annual report
for the year ended Dec. 31, 2012.

                      About Radiant Oil & Gas

Houston, Tex.-based Radiant Oil & Gas, Inc., seeks to develop,
produce, and acquire oil and natural gas properties along the Gulf
Coasts of Texas and Louisiana and on the Outer Continental Shelf
of the United States.


RECOVERY ENERGY: Posts $1.9-Mil. Net Loss for Third Quarter
-----------------------------------------------------------
Recovery Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $1.9 million on $1.05 million of total revenues for the three
months ended Sept. 30, 2013, compared to a net loss of $2.84
million on $1.89 million of total revenues for the same period in
2012.

The Company's balance sheet at Sept. 30, 2013, showed $44.2
million in total assets, $36.77 million in total liabilities, and
stockholders' equity of $7.43 million.

"In order to continue as a going concern beyond May 16, 2014, the
Company will need to secure refinancing of these debts, sell
assets to repay these debts, or otherwise negotiate terms with
Hexagon and holders of its convertible debentures to extend the
maturity of such indebtedness. Principally as a result of the
current maturity date of these debts, the Company currently does
not have enough working capital to cover its current liabilities,"
the Company said in the regulatory filing.

The Company added that it will require additional capital to fund
its capital budget plans, to help fund its ongoing overhead, to
provide for payment of minimum interest and principal payments
required by term loans, and to provide additional capital to
generally improve its working capital position.

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

                        http://is.gd/DIKJdS

Recovery Energy, Inc. is an independent oil and gas company based
in Denver, Colorado.  The Company acquires, drills, and produces
oil and natural gas properties in the Denver-Julesburg Basin.


RENT-A-CENTER INC: Profit Falls 72% on Higher Expenses
------------------------------------------------------
Tess Stynes, writing for The Wall Street Journal, reported that
Rent-A-Center Inc. said its fourth-quarter earnings fell 72% on
higher expenses and weakness in its core U.S. business.

According to the report, shares fell 14% to $27 in after-hours
trading on Jan. 27 shortly after the company's financial results
and 2014 earnings outlook results missed expectations.

For 2014, Rent-A-Center forecast per-share earnings of $2.30 to
$2.50, including approximately 25 cents a share dilution related
to its Mexico business, on total revenue growth of 4.5% to 7.5%,
the report said. Analysts polled by Thomson Reuters expected per-
share profit of $3.20 and revenue growth of 7% to $3.33 billion.

"We continue to face meaningful headwinds in our domestic U.S.
rent-to-own business, including a customer under severe economic
pressure and an intensified promotional environment," said
Chairman and Chief Executive Mark E. Speese, who is set to retire
at month's end, the report cited. "While our Acceptance Now
segment grew quarterly revenue over 41% year-over-year, this
business also faced similar challenges and did not meet our
revenue target."

Chief Financial Officer Robert D. Davis, who has been named as Mr.
Speese's successor as CEO, said several unexpected operating
expenses hurt the fourth quarter, including claims paid under its
self-funded health insurance program, an adjustment to on-rent
merchandise reserves, and severance payable to former company
executives, the report related.

                          *     *     *

Standard & Poor's Ratings Services in May last year lowered its
corporate credit rating on Plano, Texas-based Rent-A-Center Inc.
to 'BB' from 'BB+'.  The outlook is stable.


RESERVOIR EXPLORATION: Court Okays Munsch Hardt as Bank. Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Reservoir Exploration Technology, Inc., to employ
Munsch Hardt Kopf & Harr, P.C., as general bankruptcy counsel.

According to the Troubled Company Reporter on Nov. 15, 2013,
the firm's hourly rates range from $695 to $310 per hour for
shareholders, $365 to $225 per hour for associates, and $260 to
$150 per hour for paralegals.  The firm's hourly rates for the
attorneys and paraprofessionals anticipated to be working on the
bankruptcy case are:

   Joseph J. Wielebinski, Esq.            $635
   Jay H. Ong, Esq.                       $385
   Thomas D. Berghman, Esq.               $240
   Audrey Monlezun, Paralegal             $200

The firm will be reimbursed for any necessary out-of-pocket
expenses.

Mr. Ong, a shareholder at Munsch Hardt Kopf & Harr, P.C., assured
the Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Prior to the Petition Date, the Debtor paid Munsch Hardt $44,739
for legal fees and expenses incurred in connection with the
Debtor's planning and preparation of and for the Bankruptcy Case,
and has further paid Munsch Hardt a retainer to secure the payment
of its fees and expenses incurred in this case, of $60,000.  As of
the Petition Date, Munsch Hardt applied $39,154 of the retainer
for additional legal fees and expenses incurred in connection with
the Debtor's planning and preparation of and for this Bankruptcy
Case.  Accordingly, as of the Petition Date, $20,845 remains in
retainer, which Munsch Hardt will continue to hold and not apply
except as authorized by the Court.

                   About Reservoir Exploration

Reservoir Exploration Technology, Inc., a provider of seismic data
and related geophysical services to the oil and gas industry and
specializing in multi-component sea-floor acquisition of seismic
data, sought protection under Chapter 11 of the Bankruptcy Code on
Nov. 5, 2013 (Case No. 13-45148, Bankr. N.D. Tex.).  The case is
assigned to Judge Michael Lynn.

The Debtor's parent, Reservoir Exploration Technology ASA, filed
for bankruptcy protection under the laws of Norway on June 13,
2013.  Mr. Jon Skjorshammer of The Selmer Law Firm, with offices
in Oslo, Norway, has been appointed by the Norwegian bankruptcy
court as the liquidator for RXT ASA in the Parent's Foreign
Bankruptcy Case.

The Debtor's counsel are Jay Ong, Esq., Joseph J. Wielebinski,
Esq., and Thomas D. Berghman, Esq., at Munsch Hardt Kopf & Harr,
P.C., in Dallas, Texas.  Lain Faulkner & Co., P.C., serves as
financial advisor, and Jason A. Rae acts as chief restructuring
officer.

The petition was signed by Mr. Rae.  The Debtor's Schedules of
Assets and Liabilities disclosed $13,660,336 in assets and
$18,823,697 in liabilities.


RESERVOIR EXPLORATION: Lain Faulkner's Rae Approved as CRO
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Reservoir Exploration Technology, Inc., to employ Lain
Faulkner & Co., P.C., as financial advisor, and designate Jason A.
Rae as chief restructuring officer.

According to the Troubled Company Reporter on Nov. 15, 2013,
the firm's current hourly rates range from $345 to $450 per hour
for Shareholders, $225 to $340 per hour for CPAs/Accounting
Professionals, $225 to $300 per hour for IT Professionals, $150
to $215 per hour for Staff Accountants, and $75 to $95 per hour
for clerical time depending on the personnel assigned.

Mr. Rae, a master analyst in financial forensics, will be paid
$340 per hour.  The firm will also be reimbursed for any necessary
out-of-pocket expenses.

Mr. Rae assured the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.  He disclosed that on Oct. 31, 2013,
Lain Faulkner received a $30,000 retainer from the Debtor.  The
following day, the firm drew down the retainer in the amount
of $24,872 to pay for prepetition services and expenses incurred
in connection with the Debtor's preparation for the Bankruptcy
Case.  Accordingly, as of the Petition Date, $5,127 remains in
retainer, which Lain Faulkner will continue to hold and not apply
except as authorized by the Court.

                   About Reservoir Exploration

Reservoir Exploration Technology, Inc., a provider of seismic data
and related geophysical services to the oil and gas industry and
specializing in multi-component sea-floor acquisition of seismic
data, sought protection under Chapter 11 of the Bankruptcy Code on
Nov. 5, 2013 (Case No. 13-45148, Bankr. N.D. Tex.).  The case is
assigned to Judge Michael Lynn.

The Debtor's parent, Reservoir Exploration Technology ASA, filed
for bankruptcy protection under the laws of Norway on June 13,
2013.  Mr. Jon Skjorshammer of The Selmer Law Firm, with offices
in Oslo, Norway, has been appointed by the Norwegian bankruptcy
court as the liquidator for RXT ASA in the Parent's Foreign
Bankruptcy Case.

The Debtor's counsel are Jay Ong, Esq., Joseph J. Wielebinski,
Esq., and Thomas D. Berghman, Esq., at Munsch Hardt Kopf & Harr,
P.C., in Dallas, Texas.  Lain Faulkner & Co., P.C., serves as
financial advisor, and Jason A. Rae acts as chief restructuring
officer.

The petition was signed by Mr. Rae.  The Debtor's Schedules of
Assets and Liabilities disclosed $13,660,336 in assets and
$18,823,697 in liabilities.


RICHFIELD OIL: Posts $2.32-Mil. Net Loss in Q3 Ended Sept. 30
-------------------------------------------------------------
Richfield Oil & Gas Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $2.32 million on $254,554 of total revenues for the
three months ended Sept. 30, 2013, compared with a net loss of
$1.12 million on $217,852 of total revenues for the same period
in 2012.

The Company's balance sheet at Sept. 30, 2013, showed $23.91
million in total assets, $10.36 million in total liabilities, and
stockholders' equity of $13.56 million.

"The Company has incurred substantial losses from operations
causing negative working capital, in that current liabilities
exceed current assets, and the Company has negative operating cash
flows, which raise substantial doubt about the Company?s ability
to continue as a going concern.  The Company sustained a net loss
for the nine months ended September 30, 2013 of $6,056,185 and a
net loss for the year ended December 31, 2012 of $7,993,196, and
has an accumulated deficit of $37,261,192 as of September 30,
2013," the Company said in the regulatory filing.

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

                       http://is.gd/tHcucK

Salt Lake City-based Richfield Oil & Gas Company is an oil and gas
exploration and production company with ten projects in Utah,
Kansas, Oklahoma and Wyoming.  The Company is currently producing
oil from four projects in Kansas.  The Company is currently
completing one well in Juab County, Utah which the Company refers
to as the "Liberty #1 Well," and is in the completion stage of
development.


SBA SENIOR FINANCE II: Moody's Rates New $1BB Loan 'Ba2'
--------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to SBA
Communications Corporation's ("SBAC" or the "company") proposed $1
billion Incremental Term Loan B due 2021. As part of this rating
action, Moody's also affirmed SBAC's Ba3 Corporate Family Rating
(CFR), Ba3-PD Probability of Default Rating (PDR), existing debt
instrument ratings and SGL-1 Speculative Grade Liquidity Rating.
The rating outlook is negative.

New issue proceeds will be used to finance the acquisition of a
second tower portfolio from Oi S.A. consisting of 2,007 wireless
communications sites in Brazil for R$1,525 million (approximately
US$635 million as of January 24, 2014) and repay revolver
borrowings. SBAC recently drew under its revolver and used cash
balances to fund the acquisition of the first tower portfolio from
Oi for approximately $300 million, which closed in late November.
Both acquisitions will increase SBAC's wireless communications
sites by approximately 23%.

Moody's has restated the date of the negative rating outlook to
reflect the new risk that SBAC will face in restoring its
financial profile that supports its Ba3 CFR. Though SBAC has made
good progress to de-lever following the debt-financed purchases of
TowerCo in October 2012 ($1.45 billion in cash and stock) and
Mobilitie in April 2012 ($1.1 billion in cash and stock) and is
currently tracking better than our projections, the use of debt to
fund the two Oi transactions will again increase adjusted leverage
metrics outside the Ba3 rating range and delay deleveraging. Pro
forma for the incremental debt and EBITDA from the Oi portfolios,
we expect SBAC's leverage to increase to about 9.2x total debt to
EBITDA (Moody's adjusted) from about 8.5x as of September 30,
2013. In addition, because the newly acquired tower properties
have a lower tenancy ratio, the company's EBITDA margins will
likely be pressured and free cash flow generation relative to debt
will remain near the Ba3 downgrade trigger until SBAC is able to
add more wireless carriers on the newly acquired towers.

Moody's is also concerned that SBAC may be exposed to refinancing
risk given the sizable near-term debt and warrant obligations,
which total almost $2 billion over the next 12-15 months ($500
million 4% Convertible Notes due October 2014, an estimated $750
million payment (based on a $91 SBAC stock price) in the first
quarter of 2015 to settle Convertible Warrants and $680 million
4.254% 2010-1 Tower Securities due April 2015). During this
period, we believe SBAC will have ample opportunity to demonstrate
the ability to control its capital structure and maintain the Ba3
rating. Absent continued EBITDA outperformance, we believe SBAC
will be forced to issue equity to settle the Convertible Warrants
in order to preserve the Ba3 rating. However, to the extent SBAC
increases debt to: (i) aggressively acquire tower assets to grow
its portfolio; (ii) refinance the April 2015 Tower Securities;
and/or (iii) settle the Convertible Warrants causing adjusted
leverage to be sustained near or above 8.5x, the rating will
likely be downgraded to B1.

Ratings Assigned:

Issuer: SBA Senior Finance II, LLC

  $1 billion Senior Secured Incremental Term Loan B due March
  2021 -- Ba2 (LGD-3, 41%)

Ratings Affirmed:

Issuer: SBA Communications Corporation

  Corporate Family Rating -- Ba3

  Probability of Default -- Ba3-PD

  Speculative Grade Liquidity -- SGL-1

  $500 Million 5.625% Senior Notes due 2019 - B2 (LGD-6, 93%)

Issuer: SBA Senior Finance II, LLC

  $770 Million Senior Secured Revolving Credit Facility due May
  2017 - Ba2 (LGD-3, 41%)

  $200 Million ($188 Million outstanding) Senior Secured Term
  Loan A due May 2017 - Ba2 (LGD-3, 41%)

  $500 Million ($181 Million outstanding) Senior Secured Term
  Loan B due June 2018 - Ba2 (LGD-3, 41%)

  $300 Million ($110 Million outstanding) Senior Secured
  Incremental Term Loan B due September 2019 - Ba2 (LGD-3, 41%)

Issuer: SBA Telecommunications, Inc.

  $244 Million 8.25% Senior Notes due August 2019 -- B1, LGD
  assessment revised to (LGD-5, 81%)

  $800 Million 5.75% Senior Notes due July 2020 -- B1, LGD
  assessment revised to (LGD-5, 81%)

The assigned rating is subject to review of final documentation
and no material change in the size, terms and conditions of the
transaction as advised to Moody's.

Ratings Rationale

SBAC's Ba3 CFR reflects the company's high adjusted debt to EBITDA
financial leverage relative to peers, which is due in large part
to two sizable debt-financed acquisitions completed in short
succession in 2012 and the two latest Oi transactions that will
require a meaningful amount of incremental debt.

The Oi transactions will result in delayed deleveraging, with
adjusted leverage metrics that are outside the Ba3 rating range
and higher than what Moody's contemplated when we affirmed SBAC's
ratings in May 2013. Following the debt-funded TowerCo and
Mobilitie acquisitions in 2012, we anticipated adjusted leverage
would return to a comfortable range of 7.75x to 8.5x by December
2014 by way of EBITDA growth and debt repayment. At the time, we
also believed SBAC would temper its acquisition activity over the
succeeding period as it gradually integrated these two large
acquisitions. However, the use of debt to fund the Oi transactions
will again increase adjusted leverage to over 9x (pro forma) and
postpone deleveraging one year beyond our expected timeframe.
Though we project SBAC will achieve sub-8.5x leverage (Moody's
adjusted) in FY15, the potential issuance of debt in Q115 to
settle an estimated $750 million in warrants associated with the
$500 million 4% Convertible Notes could result in higher than
expected leverage.

The rating does consider SBAC's scale as well as the stability of
much of its revenue base and cash flow generation, which are
predominantly derived from its contractual relationships with the
largest wireless operators in the US and high entry barriers. We
believe the fundamentals of the wireless tower sector will remain
favorable over the next several years, which should lead to EBITDA
expansion, deleveraging to a range of 7.75x to 8.5x (barring
incremental debt in the capital structure) and improving free cash
flow relative to debt by 2015.

The SGL-1 liquidity rating reflects our expectation for improved
free cash flow generation and greater headroom under the company's
maintenance covenants over the next twelve months, which stems
from enhanced EBITDA performance. Despite our expectation for
relatively higher capital expenditures, we believe SBAC will
maintain healthy cash levels of least $100 million (unrestricted
cash balances were $189 million as of September 2013).

What Could Change the Rating - Down

Ratings could be downgraded if weakening industry fundamentals or
SBAC's aggressive expansion plans are expected to result in the
following Moody's adjusted key credit metrics on a sustained
basis: debt to EBITDA above 8.5x, (EBITDA-Capex) interest coverage
in the 1x to 1.3x range and free cash flow to debt in the low
single digits. To the extent SBAC further delays leverage
reduction, ratings would likely experience downward pressure.

What Could Change the Rating - Up

The rating outlook could be stabilized if SBAC demonstrates EBITDA
expansion and leverage in a range of 7.75x to 8.5x (Moody's
adjusted) as well as free cash flow relative to debt of at least
5% (Moody's adjusted). While unlikely over the near-term, ratings
may be considered for an upgrade if SBAC delivers the following
Moody's adjusted key credit metrics on a sustained basis: debt to
EBITDA of 7x, (EBITDA-Capex) interest coverage approaching 2x and
free cash flow to debt greater than 5%.

The principal methodology used in this rating was the Global
Communications Infrastructure Industry Methodology 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.

Headquartered in Boca Raton, Florida, SBA Communications
Corporation, through its wholly-owned operating subsidiaries, is
the third largest independent operator of wireless tower assets in
the US. The company derives its revenue by leasing space on its
17,889 communications sites (22,009 pro forma for the Oi S.A.
portfolio acquisitions) in North, Central and South America to
wireless service providers, with the remaining revenue derived
from its site development business, which provides network
services relating to sites or wireless infrastructure for
customers. Revenue totaled $1.3 billion for the twelve months
ended September 30, 2013.


SBA SENIOR FINANCE II: S&P Assigns 'BB' Rating to $1BB Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue level
rating and '2' recovery rating to SBA Senior Finance II LLC's
$1 billion term loan B. Proceeds will be used to fund parent
company SBA Communications Corp.'s acquisition of about 2,007
wireless communications sites in Brazil for approximately
R$1.525 billion (or approximately $645 million at exchange rates
as of early December 2013) from Oi S.A.  At the same time, S&P
lowered the rating on SBA Senior Finance II LLC's existing senior
secured credit facilities to 'BB' from 'BB+' and revised the
recovery rating to '2' from '1'.  The '2' recovery rating
indicates S&P's expectation for substantial (70% to 90%) recovery
for lenders in the event of a payment default.  S&P also lowered
the senior unsecured debt at SBA's intermediate holding company,
SBA Telecommunications Inc., to 'B+' from 'BB-' and revised the
recovery rating to '5' from '3'.  The '5' recovery rating
indicates S&P's expectation of modest (10%-30%) recovery for
debtholders in a default scenario.

The issue-level downgrades result from the increase in senior debt
as a result of this new financing, coupled with a reduction in the
value of the collateral pool supporting the secured credit
facilities and our assumption that much of the value of
unencumbered tower assets is likely to be used to support future
additional secured debt, rather than accruing to the unsecured
noteholders.  As part of S&P's recovery analysis, it reassessed
the value of the company's domestic and foreign tower assets in a
default scenario.  S&P values the domestic towers at $360,000 per
tower, incorporating an approximate 20% discount to the average of
recent market transactions, and S&P values the foreign towers at
around $150,000 per tower, representing a similar discount to
current market value.

The 'BB-' corporate credit rating and stable outlook on SBA remain
unchanged, and reflect S&P's assessment of the company's
"excellent" competitive position and "highly leveraged" cash flow
adequacy.  Pro forma for both this acquisition and the recently
completed purchase of about 2,113 other Brazilian towers from Oi,
S&P expects debt to EBITDA to be about 8.6x as of the end of 2013
but to decline to less than 8x by the end of 2015.

RATINGS LIST

SBA Communications Corp.
Corporate Credit Rating               BB-/Stable/--

New Rating

SBA Senior Finance II LLC
$1 bil. term loan B
  Senior Secured                       BB
   Recovery Rating                     2

Downgraded; Recovery Ratings Revised
                                       To           From
SBA Senior Finance II LLC
Senior Secured                        BB           BB+
  Recovery Rating                      2            1

SBA Telecommunications Inc.
Senior Unsecured                      B+           BB-
  Recovery Rating                      5            3


SEAN DUNNE: Trustee to Get $160,000 Loan From Bank Creditors
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Sean Dunne, an Irish real estate developer, won't be
able to sail through his U.S. bankruptcy simply because the
trustee doesn't have funds to pursue an investigation.

According to the report, Ireland's National Asset Loan Management
Ltd. and Ulster Bank Ireland Ltd., two of his main creditors,
agreed to provide a $160,000 unsecured loan to pay costs incurred
by trustee Richard M. Coan.

Bankruptcy loans typically are secured by existing assets and any
that are recovered, the report related.  Not so with the NALM-
Ulster Bank loan. It's not only unsecured, but the trustee also
has no obligation to repay the advance unless other expenses and
professional fees in Dunne's Chapter 7 bankruptcy are paid.

The lenders agreed to advance $40,000 a month for four months,
assuming the bankruptcy court agrees at a hearing yet to be fixed,
the report said.

NALM already has a lawsuit pending in bankruptcy court in
Bridgeport, Connecticut, contending that Dunne made fraudulent
transfers to his wife and that his debts therefore shouldn't be
wiped out in bankruptcy, the report further related.

                          About Sean Dunne

Irish real estate developer Sean Dunne filed a liquidating
Chapter 7 bankruptcy petition (Bankr. D. Conn. Case No. 13-50484)
on March 30, 2013, in Bridgeport, Connecticut.  Mr. Dunne says he
now lives and works in Connecticut.

Mr. Dunne said he filed for bankruptcy in the U.S. because Ulster
Bank was applying to an Irish court for permission to commence
bankruptcy proceedings there.

The formal lists of property and debt Dunne filed in May in the
U.S. court shows assets with a total claimed value of $55.2
million and liabilities totaling $942.2 million.  The assets
include $40.8 million of real estate, all in Ireland. Among the
$280.2 million in secured creditors and $612.2 million in
unsecured creditors, almost all are in Ireland.


SENTINEL MANAGEMENT: Bank of New York Must Return $337MM to Escrow
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bank of New York Mellon Corp. must return $336.7
million to the bankruptcy trustee for defunct money manager
Sentinel Management Group Inc., according to an order from U.S.
Bankruptcy Judge Jacqueline P. Cox in Chicago.

According to the report, when Sentinel's Chapter 11 plan was
approved, the money was put into escrow in case the bank prevailed
in a lawsuit in U.S. District Court where trustee Frederick Grede
is challenging the validity of the bank's claim.

The bank won dismissal of the suit in district court and likewise
prevailed on a first appeal to the U.S. Court of Appeals in
Chicago, the report related.  Consequently, Grede paid the bank
the $336.7 million in November 2010.

Meanwhile, Grede sought rehearing, the report said.  In August,
the appeals court reversed its own prior opinion.

The appeals court in the later opinion said the district judge was
wrong in dismissing Grede's fraudulent transfer and equitable
subordination claims against the bank, the report further related.
Depending on how the district judge decides the case on remand, it
might mean that the bank has no claim at all, or an unsecured
claim rather than a secured claim for $312 million.

The suit in district court is Grede v. Bank of New York, 08-cv-
02582, U.S. District Court, Northern District of Illinois
(Chicago). The appeal is In re Sentinel Management Group Inc., 10-
03787, U.S. Court of Appeals for the Seventh Circuit (Chicago).

                     About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering a
variety of security solutions.  The Company filed a voluntary
Chapter 11 petition (Bankr. N.D. Ill. Case No. 07-14987) on
Aug. 17, 2007.  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represented the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represented the
Official Committee of Unsecured Creditors.  When the Debtor sought
bankruptcy protection, it estimated assets and debts of more than
$100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee.

The Court confirmed the Fourth Amended Chapter 11 Plan of
Liquidation for Sentinel on Dec. 15, 2008, which created a
Liquidation Trust.  The Plan became effective Dec. 17, 2008, and
Mr. Grede was appointed Liquidation Trustee.


SII LIQUIDATION: David Schwab's Bid for Relief From Judgment Nixed
------------------------------------------------------------------
The Bankruptcy Court for the Northern District of Ohio entered an
opinion on Sept. 20, 2012, dismissing a malpractice complaint
filed by David A. Schwab and Donna L. Schwab against the Debtors'
bankruptcy attorneys, finding the Plaintiffs lacked standing and
that the claims were barred by res judicata.  The decision was not
appealed but on Sept. 20, 2013, David and Donna Schwab filed a
motion for relief from judgment under Federal Rule of Civil
Procedure 60(b)(1), (2), (3) and (6), as adopted into bankruptcy
practice by Federal Rule of Bankruptcy Procedure Rule 9024.  The
Defendants oppose the relief.

The court held a hearing on Nov. 5, 2013 and provided time for
briefing.  Both parties have filed additional papers and the court
denied a request for further hearing.

In the motion for relief, the Schwabs allege that new conflicts of
interest between bankruptcy counsel and the secured creditors have
come to light, providing previously unknown grounds for relief.
Key to their claim is discovery that attorney Andrew Krause
prepared a trust and split dollar agreement for Plaintiff Jerry
Schwab in 1992.  Huntington National Bank was designated trustee.
Mr. Krause later became an attorney with Defendant Hahn Loeser &
Parks LLP.

In 2009, the Trust advisory committee wanted Huntington to assign
life insurance contracts to the secured creditors. In response,
Huntington obtained Mr. Krause's legal opinion on the advisory
committee's proposed action.  The Schwabs claim Huntington was
ill-advised by the opinion, was deleterious to the bankruptcy
case, and was also a conflict of interest.  The Schwabs claim they
only learned of this conflict on May 3, 2013.  They also cite
multiple other conflicts of interest by both Hahn Loeser and
special conflicts counsel, Brouse McDowell, which they claim were
not known in time to object to the fee applications.  They ask
that the dismissal be set aside and that the court order
disgorgement of Hahn Loeser's fees.

Recognizing the standing issue, the Schwabs state that it is their
"intention to either obtain commitment from the Creditor/Trustee
to pursue the malpractice claims against [Hahn Loeser, Brouse
McDowell] and other parties responsible for damages, or, in the
alternative, obtain an assignment of those rights to allow
Plaintiffs to move forward to establish the numerous claims that
have resulted. . . ."

In a Jan. 22, 2014 Memorandum of Opinion available at
http://is.gd/OAQwQnfrom Leagle.com, Bankruptcy Judge Russ Kendig
ruled that the Schwabs did not have standing when the complaint
was filed and have done nothing to cure the lack of standing.
Consequently, their arguments concerning the substance of the
underlying claims are immaterial.

The Court noted that the Schwabs' main contention is that they
were not aware of a conflict of interest between Defendant Hahn
Loeser and Huntington when they agreed to hire Hahn Loeser as
bankruptcy counsel for the Debtors.  They claim they learned of
the conflict in May 2013.  Court documents and other evidence show
this to be incorrect.  The Court pointed out that the application
to employ Hahn Loeser contains an entire paragraph dedicated to
describing the conflict.

"[I]t appears Plaintiffs should have been able to include a claim
based on the Huntington conflict in their original complaint.
Their failure to do so does not move the court to the exercise of
its equitable powers to consider relief from judgment. Moving
Plaintiffs failed to appeal the previous judgment, then waited a
year to seek relief from the judgment. This delay is clearly
prejudicial to Defendants, who thought the matter was closed," the
judge said.

The case is, DAVID A. SCHWAB, et al., Plaintiffs, v. LAWRENCE E.
OSCAR, ESQ., et al., Defendants, Adv. Proc. No. 12-6035 (Bankr.
N.D. Ohio).

The bankruptcy case is In re: SII Liquidation Company, Chapter 11,
(Bankr. N.D. Ohio Case No. 10-60702).


SOJAC I LLC: Suit Over ML Manager Loan Goes to Trial
----------------------------------------------------
The Court of Appeals of Arizona, Division One, reversed a lower
court order granting summary judgment to ML Manager, L.L.C. and
SOJ Loan L.L.C.  Joseph and Caylee Pinsonneault took an appeal
from the summary judgment ruling.

"We reverse because [ML Manager et al.] failed to meet their
burden of proof for summary disposition," the Appeals court said.

SOJAC I, L.L.C. obtained a loan from ML Manager's predecessor,
Mortgages Ltd., in 2007. In addition to providing a promissory
note in the amount of $24.15 million, SOJAC executed a Deed of
Trust, Assignment of Rent and Leases, Security Agreement and
Fixture Filing granting Mortgages a security interest in
unimproved lots in downtown Phoenix.  As further assurance, the
Pinsonneaults, Bradley and Sarah Yonnover, and Dale and Vicki
Jensen executed guaranties.

SOJAC, the Pinsonneaults, and the other guarantors twice agreed to
extend the loan's maturity date.  Nevertheless, SOJAC did not
repay the debt, and the Pinsonneaults failed to pay pursuant to
their guaranty.  SOJ Loan, an entity created to hold interests in
the loan, and its manager, ML Manager, then sued the Pinsonneaults
and Yonnovers for breach of contract.

The Plaintiffs also initiated a non-judicial trustee's sale of the
Property in accordance with the Deed of Trust. SOJAC filed a
Chapter 11 bankruptcy petition immediately before the scheduled
sale.  Donald Gaffney, Esq., at Snell & Wilmer, represented SOJAC
I as counsel.  Following the bankruptcy case's dismissal, the
Plaintiffs completed the trustee's sale, securing a successful bid
of $3.6 million.

The Yonnovers settled and secured a dismissal of the claim against
them.

Meanwhile, the Plaintiffs and the Pinsonneaults litigated cross-
motions for summary judgment on the Pinsonneaults' deficiency
liability.  The Pinsonneaults moved (1) for additional time under
Rule 56(f), and (2) to strike the affidavit of Mark Winkleman, ML
Manager's Chief Operating Officer and designated representative,
based upon a lack of foundation.  ML Manager then filed a
supplemental affidavit from Winkleman.  The Pinsonneaults renewed
the motion to strike, and asserted that enforcing the guaranty was
unconscionable and the transaction was the product of fraud.

Following oral argument, the trial court held as a matter of law
that the Pinsonneaults were liable for the principal balance of
$23.97 million and awarded 27% interest "as set forth in the
Winkleman affidavit."  It declined, however, to enforce the
contractual late charges.  Ultimately, the Plaintiffs submitted a
form of judgment purportedly reflecting the difference between the
loan amount and the Pinsonneaults' valuation of the Property.

Further disputes over the calculation ensued. While reasserting
their objection to the lack of evidentiary support for the summary
judgment, the Pinsonneaults stipulated that the amount due on the
judgment as of May 31, 2012, was $11,778,084.66 plus interest of
27% per year.  The trial court filed a signed judgment, and the
Pinsonneaults filed a timely.

The case is, ML MANAGER, LLC, an Arizona limited liability
company, as authorized agent for certain investors; and SOJ LOAN
LLC, an Arizona limited liability company, Plaintiffs/Appellees,
v. JOSEPH PINSONNEAULT and CAYLEE PINSONNEAULT, husband and wife,
Defendants/Appellants, No. 1 CA-CV 12-0590 (Ariz. App. Ct.).  A
copy of the Appeals Court's Jan. 21, 2014 decision is available at
http://is.gd/Uko6qLfrom Leagle.com.

Christopher M. McNichol, Esq., and Justin M. Scorza, Esq., at Gust
Rosenfeld P.L.C., in Phoenix, argue for the Plaintiffs/Appellees.

Stephen M. Hopkins, Esq., at Hopkins Law Offices, P.L.C., in
Phoenix, represents the Defendants/Appellants.

Judge Kenton D. Jones delivered the decision of the Court, in
which Presiding Judge Patricia A. Orozco and Judge Lawrence F.
Winthrop joined.


STIRLING ENERGY: Court Won't Dismiss Suit v. Metal Foundations
--------------------------------------------------------------
Bankruptcy Judge Jeffery A. Deller tossed a motion to dismiss the
Complaint to Avoid and Recover Preferential Transfers filed by
defendants in the case, CHARLES M. FORMAN, CHAPTER 7 TRUSTEE FOR
STIRLING ENERGY SYSTEMS, INC., f/k/a STIRLING ENERGY SYSTEMS
MANUFACTURING, INC., Plaintiff, v. THE BANKRUPTCY ESTATE OF METAL
FOUNDATIONS, LLC and PAMELA J. WILSON, CHAPTER 7 TRUSTEE FOR THE
BANKRUPTCY ESTATE OF METAL FOUNDATIONS, LLC, Defendants, Adv.
Proc. No. 13-2337JAD (Bankr. W.D. Pa.).

The Chapter 7 Trustee of the Stirling bankruptcy seeks to recover
$43,750 in settlement payments made to Metal Foundations as a
preferential transfer.

The Defendants seek to have the complaint dismissed primarily
based upon the holding in the decision by the United States Court
of Appeals for the Third Circuit in the case of Lewis v. Diethorn,
893 F.2d 648 (3d Cir. 1990) that a prepetition settlement of a
lawsuit was not a preferential transfer.

Both Plaintiff and Defendant entities are debtors in bankruptcy.
Prior to the bankruptcy petitions of the Plaintiff and the
Defendant, the parties had a business relationship. Stirling was
in the business of designing and developing solar power solutions
for utility-scale renewable energy power plants.  Metal
Foundations designed and developed foundations made from metal
that could be utilized in the solar context.

On July 23, 2009, Metal Foundations along with several related
entities, filed a complaint against Stirling and a related entity
in the United States District Court for the Western District of
Pennsylvania.  The complaint was subsequently amended three
different times as counts and parties were dropped, added and/or
changed with each amendment.  The Third Amended Complaint was
filed Dec. 6, 2010 which contained five counts against Stirling:
(1) preliminary injunction; (2) breach of contract (regarding a
confidentiality agreement); (3) false/fraudulent
misrepresentation; (4) violation of Pennsylvania Uniform Trade
Secrets Act; and (5) unfair competition.

Metal Foundations filed its voluntary Chapter 11 petition (Bankr.
W.D. Pa. Case No. 11-22843) on May 2, 2011.  A Chapter 11 Trustee
was appointed on May 17, 2011.

During the tenure of the Chapter 11 Trustee, a settlement of the
litigation between Metal Foundations and Stirling was finalized
and was approved by W.D. Pa. Court on August 12, 2011.

After the approval of the settlement, Stirling filed a voluntary
Chapter 7 petition on Sept. 22, 2011 in the United States
Bankruptcy Court for the District of Delaware.

Subsequent to the approval of the Settlement Agreement, the Metal
Foundations case was converted to a Chapter 7 proceeding on Jan.
27, 2012.  Pamela J. Wilson was appointed as Chapter 7 Trustee
after the resignation of the Chapter 7 Trustee initially
appointed.

The settlement terms provided for Stirling and its codefendant to
pay the sum of $175,000 to the bankruptcy estate of Metal
Foundations and the related estate of Power Contracting, Inc.
(Case No. 11-22841JAD).  A check in the amount of $87,500 was
submitted by Stirling to the Chapter 11 Trustee of Metal and Power
of which $43,750 was deposited into an account for Metal
Foundations on or about September 2, 2011.

The Settlement Agreement provided, in relevant part, that in
exchange for the receipt of the settlement funds Metal Foundations
released and discharged Stirling from any and all claims.  It also
stated that the Settlement Agreement was not to be construed as
any form of admission of liability by Stirling.

A copy of the Court's Jan. 21, 2014 Memorandum Opinion is
available at http://is.gd/NYC5Njfrom Leagle.com.

                      About Metal Foundations

Metal Foundations is part of Gary Reinert Sr.'s group of companies
that filed for Chapter 11 protection from creditors in the United
States Bankruptcy Court for the Western District of Pennsylvania.

Metal Foundations provides a "safe, fast, efficient and effective"
alternative to a concrete foundation utilizing a patented design
and installation procedure that allows the installation of
foundation and structure to occur within the same day.

Shaner Capital LP acquired Metal Foundations out of bankruptcy in
December 2011.  Shaner Capital is a private investment fund formed
by Lance T. Shaner, CEO of the Shaner Group.  Shaner Capital and
the Shaner Family of Companies -- http://shanercorp.com/-- are
comprised of diverse and financially strong organizations with
over 2,500 associates globally.

                       About Gary Reinert

Gary Reinert Sr. filed a Chapter 11 petition (Bankr. W.D. Pa. Case
No. 11-22840) on May 2, 2011, estimating debts and assets between
$10 million and $50 million.  His unsecured creditors include Ed
Dunlap, a Pittsburgh businessman and Damon's franchisee who is
owed nearly $1.2 million, according to court filings.

Companies owned by Mr. Reinert -- Wildwood, Pennsylvania-based
Power Contracting, Inc., aka Max & Erma's Restaurant, Inc., and
five affiliated companies -- also filed for Chapter 11 protection
(Bankr. W.D. Penn. Case No. Case Nos. 11- 22841 to 11-22846) on
May 2, 2011.  Calaiaro & Corbett, P.C. represents the Debtors in
their restructuring efforts.  Power Contracting estimated assets
and debts at $10 million to $50 million.

                       About Stirling Energy

Stirling Energy Systems Inc., sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-_____) on Sept. 23, 2011,
after it failed to find a buyer for the company.  The Scottsdale,
Ariz.-based company developed equipment that converts heat from
the sun into electricity.

Stirling became at least the fourth solar company to seek court
protection from creditors since August 2011, after Solyndra Inc.,
which filed early in September, and Evergreen Solar Inc. and
start-up Spectrawatt Inc., both of which filed in August that
year.


STREAMTRACK INC: Reports $352-K Net Income for Nov. 30 Quarter
-------------------------------------------------------------
StreamTrack, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net
income of $352,246 on $523,827 of total revenue for the three
months ended Nov. 30, 2013, compared to a net loss of $868,864 on
$485,037 of total revenue for the same period in 2012.

The Company's balance sheet at Nov. 30, 2013, showed $1.16 million
in total assets, $3.72 million in total liabilities, and
stockholders' deficit of $2.56 million.

For the three months ended Nov. 30, 2013, the Company recorded an
operating loss of $272,890, which was the result and used cash
flow from operations of $195,383.  As of Nov. 30, 2013, the
Company had a working capital deficit of $2,344,055, indicated
that the Company may have difficulty continuing as a going
concern.

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

                       http://is.gd/vJpCMs

                        About StreamTrack

Santa Barbara, California-based StreamTrack, Inc., is a digital
media and technology services company.  The Company provides audio
and video streaming and advertising services through the
RadioLoyalty(TM) Platform to over a global group of over 1,500
internet and terrestrial radio stations and other broadcast
content providers.

                     Going Concern Doubt

The Company reported a net loss of $2.61 million on $1.72 million
of total revenue for the year ended Aug. 31, 2013, following a net
loss of $1.58 million on $1.74 million of total revenue for fiscal
2012.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Aug. 31, 2013.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern."


STS OPERATING: Moody's Assigns 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned B2 corporate family (CFR) and
B2-PD probability of default (PDR) ratings to STS Operating, Inc
("STS"), an integrator and distributor of fluid power and motion
control products based in North America. Moody's also assigned a
B2 rating to STS's $25 million Senior Secured Revolving Credit
Facility and $255 million Senior Secured Term Loan, the proceeds
of which are expected to refinance STS's existing debt and fund an
$87 million dividend to STS's shareholders. The rating outlook is
Stable.

Assignments:

Issuer: STS Operating, Inc.

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Senior Secured Revolving Credit Facility, Assigned B2 (LGD4, 50%)

Senior Secured Term Loan, Assigned B2 (LGD4, 50%)

Outlook, Assigned Stable

Ratings Rationale

The B2 CFR is constrained by STS's modest scale (about $450
million revenue), revenue cyclicality, regional concentration, and
a financial policy that is expected to maintain leverage above
4.5x Moody's-adjusted debt-to-EBITDA. The company's margins are
consistent with B rated issuers, even as they are modestly higher
than other distributors. Moody's attributes this performance to
the company's value added engineering and integration capabilities
which benefit original equipment manufacturers and machinery
operators. Other factors supporting the B2 is the company's end
market diversification, Moody's expectation for strong free cash
flow generation (8-9% free cash flow to Moody's adjusted debt),
and the long tenure of senior management at the company. Moody's
expects better interest coverage (3.9x at 2013 year-end on a pro-
forma basis) and free cash flow to debt than is typical for B2
rated issuers.

The B2 rating assigned to the proposed first lien senior
facilities is in line with the CFR. Specifically, the facility
comprises a $25 million senior secured revolving credit agreement
due in 2019 and a $255 million senior secured term loan due in
2021. The facility rating is in line with the CFR which reflects
the absence of other significant obligations in the enterprise's
liability structure.

Moody's expects STS to maintain a good liquidity profile over the
next 18 months supported by stable free cash flow generation. The
$25 million revolver will be undrawn at transaction close and
Moody's does not expect reliance on the revolver to fund working
capital or capital investment requirements. Covenant compliance is
expected to be strong with only a springing maximum leverage test
which is triggered when revolver usage exceeds 25% of
availability. The pledge of nearly all the assets to the first
lien facility leaves very limited resources for alternative
liquidity.

The Stable outlook reflects Moody's expectations of 5% acquisition
enhanced growth and virtually no margin expansion; little debt
reduction is anticipated unless acquisitions are lower than
Moody's expects. Cash flow is expected to remain strong, including
high single digit percent free cash flow to debt.

Increased competition with the company's design niche could strain
revenue and margins, leading to leverage sustained over 5.5x and
free cash flow weakening dramatically, could lead to lower
ratings.

Moody's expectation for sustained debt-to-EBITDA below 4.0x and
free cash flow to debt sustained in the mid teens percent could
lead to higher ratings.

The principal methodology used in this rating was the Global
Manufacturing Industry published in December 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Addison, Illinois-based STS is a leading independent fluid power
and motion control product distributor and solutions provider. The
company has nearly 1,000 employees across 49 facilities located in
the United States and Canada. The company generated an estimated
2013 sales of over $450 million and is a portfolio company of
Littlejohn & Company.


SUN BANCORP: Names Keith Stock to Board of Directors
----------------------------------------------------
Sun Bancorp, Inc., has appointed Keith Stock to the Board of
Directors of the Company.  Mr. Stock will also serve as a director
of Sun National Bank, the Company's wholly-owned subsidiary, and
as a member of the Audit Committee of the Company's Board of
Directors.

Mr. Stock is chairman and chief executive officer of First
Financial Investors, Inc., a financial services investment firm,
and senior executive advisor with The Brookside Group, a private
investment firm.

"Keith Stock is an accomplished business leader who has an
impressive record of success and in-depth management experience in
the financial services industry," said Sidney R. Brown, Chairman
and interim president and CEO.  "On behalf of the board and the
entire organization, we welcome Keith to Sun and are confident he
will make a positive contribution to our growth and success going
forward."

From 2009 to 2011, Mr. Stock served as senior managing director
and chief strategy officer of TIAA-CREF.  He was a member of the
Office of the CEO with responsibility for corporate development
and strategy.  From 2004 until 2008, Mr. Stock served as president
of MasterCard Advisors, LLC, the professional services business of
MasterCard Worldwide.  He was a member of the MasterCard Operating
Committee and Management Council.  Mr. Stock previously served as
chairman and chief executive officer of St. Louis Bank, FSB and
First Financial Partners Fund I, LP, a private equity firm,
Chairman of Treasury Bank, Ltd., and as a director of Severn
Bancorp, Inc., and Severn Savings Bank.

Earlier in his career, Mr. Stock was a partner with McKinsey &
Company, a senior officer of A.T. Kearney and a financial services
sector executive with Capgemini and Ernst & Young.  He began his
career with the Mellon Bank (now Bank of New York Mellon).

Mr. Stock serves as chairman and chief executive officer of
Clarien Group Limited as well as Chairman of its wholly-owned
subsidiary, Capital G Bank.  He is a director of the Foreign
Policy Association, Independence Bancshares, Inc., and Alcar, LLC,
a privately owned bank holding company.  He is a member of the
Economic Club of New York, the Advisory Board of the Institute for
Ethical Leadership of Rutgers University Business School, and the
International Trustee Election Commission of AFS Intercultural
Programs, Inc. (formerly known as the American Field Service).  He
received his undergraduate degree from Princeton University and
his M.B.A in finance from The Wharton School, University of
Pennsylvania.

                         About Sun Bancorp

Sun Bancorp, Inc. (NASDAQ: SNBC) is a $3.23 billion asset bank
holding company headquartered in Vineland, New Jersey, with its
executive offices located in Mt. Laurel, New Jersey.  Its primary
subsidiary is Sun National Bank, a full service commercial bank
serving customers through more than 60 locations in New Jersey.

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.

The Company's balance sheet at Sept. 30, 2013, showed $3.23
billion in total assets, $2.97 billion in total liabilities and
$257.14 million in total shareholders' equity.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss available to common shareholders of $1.73 million.
Sun Bancorp reported a net loss of $50.5 million in 2012, compared
with a net loss of $67.5 million in 2011.


SUN BANCORP: Incurs $10.1 Million Net Loss in 2013
--------------------------------------------------
Sun Bancorp, Inc., reported a net loss available to common
shareholders of $8.41 million on $25.50 million of total interest
income for the three months ended Dec. 31, 2013, as compared with
a net loss available to common shareholders of $24.95 million on
$28.15 million of total interest income for the same period during
the prior year.

For the year ended Dec. 31, 2013, the Company incurred a net loss
available to common shareholders of $10.14 million on $105.08
million of total interest income as compared with a net loss
available to common shareholders of $50.49 million on $115.43
million of total interest income for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss available to common shareholders of $1.73 million.

The Company's balance sheet at Dec. 31, 2013, showed $3.08 billion
in total assets, $2.84 billion in total liabilities and $245.13
million in total shareholders' equity.

"While we are disappointed with our profitability, we are pleased
with what we believe has been significant progress in reducing our
problem loans and improving our foundation for future growth,"
said Sidney Brown.  "We enter 2014 with a renewed focus on
improving profitability through prudent growth in revenue,
significant reduction in professional fees and an improvement in
operational efficiency," added Thomas Brugger.

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

                         http://is.gd/IMGf5z

                         About Sun Bancorp

Sun Bancorp, Inc. (NASDAQ: SNBC) is a $3.23 billion asset bank
holding company headquartered in Vineland, New Jersey, with its
executive offices located in Mt. Laurel, New Jersey.  Its primary
subsidiary is Sun National Bank, a full service commercial bank
serving customers through more than 60 locations in New Jersey.

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.


TEXTRON FINANCIAL: Fitch Maintains 'BB' Jr. Sub. Notes Rating
-------------------------------------------------------------
Fitch Ratings expects to assign a rating of 'BBB-' to Textron
Inc.'s (TXT) planned $600 million of fixed-rate senior unsecured
notes.  The notes will include a mix of seven- and 10-year
maturities.  Fitch also expects to rate TXT's planned $500 million
bank term credit facility at 'BBB-.'  The Rating Outlook is
Stable.

Proceeds will be used to help fund the $1.4 billion acquisition of
Beechcraft which is expected to close in the first half of 2014
pending regulatory approval.  TXT will assume an estimated $80
million of net after-tax pension obligations.

Key Rating Drivers

Fitch estimates the new debt will increase TXT's pro forma
debt/EBITDA at Dec. 28, 2013 to approximately 2.5x compared to
1.8x prior to the acquisition, including estimated EBITDA at
Beechcraft.  Fitch anticipates TXT will generate sufficient free
cash flow (FCF) to reduce debt to around 2.0x within one year
based on modest debt reduction, margin improvement at TXT on a
standalone basis, and operating improvements at Beechcraft as TXT
integrates the business.  Margin improvements will be partly
offset by restructuring costs in 2014 and inventory purchase price
adjustments.  Fitch anticipates additional debt reduction in 2015
could return leverage to the current level or below.

The acquisition of Beechcraft provides TXT with an opportunity to
broaden its presence in piston-engine and turboprop aircraft and
realize operating efficiencies across the combined business.
Beechcraft also makes light attack military aircraft sold to U.S.
and foreign military customers, and continues to provide service
and support to its installed base of Hawker jets, which were
discontinued after the company filed for bankruptcy in 2012.  The
transaction increases TXT's exposure to the aerospace and defense
business which represents approximately three-fourths of TXT's
manufacturing revenue.

Fitch believes much of the value of the acquisition to TXT is
concentrated in Beechcraft's customer support business. The
business represents nearly one-third of Beechcraft's revenue but
generates stronger margins than the general aviation and defense
businesses.  The favorable margins and recurring nature of the
support business mitigate aircraft revenue which is subject to
cyclical demand.

The planned acquisition of Beechcraft occurs at a time when TXT's
FCF is weak, but Fitch believes this will improve significantly in
2014. Manufacturing FCF in 2013 was just above break-even compared
to levels above $300 million in previous years.  Weak FCF in 2013
included the impact of higher inventory at Cessna and Bell
Helicopter (Bell) due to a ramp-up of production for certain
aircraft and lower than expected demand at Cessna.  Also, the
conversion to a new enterprise resource planning (ERP) system at
Bell created delays in OEM and aftermarket parts shipments, which
are gradually being caught up.

Fitch estimates FCF will recover in 2014 to approximately $500
million or more as a result of inventory reductions, stronger
operating margins, and lower pension contributions.  Actual cash
flow will be sensitive to demand for business jets, TXT's ability
to realize operating improvements at Bell and Textron Systems, and
cost synergies at Beechcraft.

TXT's ratings incorporate well-established market positions in the
company's aerospace, defense and industrial businesses;
significant progress toward exiting Textron Financial
Corporation's (TFC) non-captive portfolio; adequate liquidity; and
disciplined cash deployment.  Leverage prior to the Beechcraft
acquisition is low for the ratings, with manufacturing debt/EBITDA
of just over 1.8x at Dec. 28, 2013 on a preliminary basis. Pro
forma leverage including debt used to fund the acquisition, will
be somewhat weak, but should begin to decline during 2014. Other
credit measures, including FCF and operating margins, are not as
strong, but should begin to improve.

Rating concerns include weak FCF, pressure on the U.S. defense
budget that could limit military sales at Bell and Textron
Systems, and potential support required for TFC, although this
concern has substantially lessened.  In addition, TXT's financial
performance is constrained by the lack of a meaningful recovery in
industry demand for business jets, particularly at the light end
of the market where TXT's Cessna business is concentrated. As a
result, Cessna currently provides little support to TXT's overall
profitability and cash flow.  Cessna's unit deliveries and revenue
declined in 2013, and any recovery in industry demand in 2014
could be modest.

Even if the market starts to recover, Cessna's volumes could
remain below peak levels for several years, partly reflecting the
trend toward larger jets.  During 2013, Cessna reduced production
to match lower demand but reported a loss for the year.  The
fourth quarter showed some improvement due to normal seasonality
and initial deliveries of the new Citation M2 and upgraded
Sovereign business jets.

At Dec. 28, 2013, liquidity at the manufacturing business included
cash of nearly $1.2 billion and a $1 billion five-year bank
facility that expires in 2018 and is available to back commercial
paper.  The facility includes a maximum debt-to-capitalization
covenant of 65% and a requirement that TFC's leverage not exceed
9:1.  Fitch calculates these covenants were well within
compliance. Liquidity was offset by $8 million of long-term debt
maturities due within one year.

TXT's long-term debt is well distributed; the earliest maturity is
in 2015 and maturities in any single year do not exceed $400
million, before considering planned debt issuance.  Liquidity can
be affected by TXT's support for TFC through capital contributions
or intercompany loans; however, these were immaterial in 2013, and
TXT received dividends from TFC in each of the past two years.
Fitch expects future support for TFC will be minimal.

TXT contributed $194 million to its pension plans in 2013 and
expects to contribute $80 million in 2014.  An increase in
discount rates and favorable asset returns contributed to a
reduction in the net pension liability to approximately $200
million at the end of 2013 from $1.3 billion one year earlier.
Other uses of cash include acquisitions, which Fitch expects will
be limited in the near term while TXT integrates Beechcraft.

At TXT's manufacturing businesses, Bell's revenue and
profitability have been reduced by the implementation of a new ERP
system earlier in 2013 and by production delays ahead of a new
five-year UAW labor contract that was signed in October 2013.  The
negative impact of these developments should decline gradually,
and stronger demand for commercial helicopters mitigates concerns
about military revenue.

Textron Systems provides a broad mix of products that reduces its
exposure to single programs. After declining in 2013, revenue at
Textron Systems could increase in 2014 as higher unmanned air
systems revenue and foreign military sales offset pressure on
defense spending.  Margins remain below historical levels but
recovered modestly in 2013 and could improve again in 2014,
reflecting the impact of higher revenue and ongoing efforts to
address previous execution challenges.

Textron Financial Corporation

TFC's ratings are equalized with those of TXT, reflecting Fitch's
view that TFC is a core subsidiary to its parent.  Fitch expects
the Beechcraft acquisition will have a minimal impact on TFC.  It
is possible that a portion of future Beechcraft aircraft sales may
be financed through TFC, though Fitch believes any increase in
originations at TFC will be managed in the context of TFC's
targeted overall size of approximately $1.5 billion.

The equalization of the TXT and TFC ratings reflects the strong
operational and financial linkages between the two companies and
the strategic importance of TFC to its parent as illustrated
through a support agreement.  The agreement requires TXT to
maintain full ownership in TFC and ensure TFC has a minimum net
worth of $200 million and fixed-charge coverage of 1.25x.  Also
supporting the rating linkage are a shared corporate identity,
common management, and the extension of intercompany loans to TFC.

Rating Sensitivities

At TXT, the ratings are capped in the near term due to higher debt
and leverage associated with the Beechcraft acquisition.

Fitch could take a negative rating action if FCF fails to improve
substantially in 2014, Cessna's business jet market worsens, or
TXT's overall margins are negatively affected by additional
operating challenges or unexpected difficulties integrating
Beechcraft.  Any future unexpected material support for TFC would
be a negative consideration, but this concern is much smaller than
in the past due to the significant reduction of TFC's non-captive
portfolio in recent years.

At TFC, the Stable Outlook is linked to that of its parent.
Positive ratings will be limited by Fitch's view of TXT's credit
profile. Fitch cannot envision a scenario where the captive would
be rated higher than its parent.

A negative rating action at TFC could be driven by a change in the
perceived relationship between the parent and subsidiary, such as
if Fitch believed that TFC had become less core to the parent's
strategic operations or if adequate financial support was not
provided in a time of crisis.  Additionally, deterioration in
asset quality, the generation of consistent operating losses, a
material increase in leverage beyond management's target of 7.0x,
and/or a reduction in the company's liquidity profile could also
yield negative rating actions.

Fitch expects to rate TXT's planned debt as follows:

-- Senior unsecured notes 'BBB-';
-- Senior unsecured bank term credit facility 'BBB-';

Fitch's existing ratings for TXT and TFC are as follows:

Textron Inc.
-- IDR 'BBB-';
-- Senior unsecured bank facilities 'BBB-';
-- Senior unsecured debt 'BBB-';
-- Short-term IDR 'F3';
-- Commercial paper 'F3'.

Textron Financial Corporation
-- IDR 'BBB-';
-- Senior unsecured debt 'BBB-';
-- Junior subordinated notes 'BB'.

The Rating Outlook is Stable.


TNI BIOTECH: Incurs $19.94-Mil. Net Loss for Third Quarter
----------------------------------------------------------
TNI BioTech, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $19.94 million for the three months ended Sept. 30, 2013,
compared with a net loss of $317,833 for the same period in 2012.

The Company's balance sheet at Sept. 30, 2013, showed
$19.54 million in total assets, $2.52 million in total
liabilities, and stockholders' equity of $17.02 million.

"The Company has incurred significant net losses since inception
and has relied on its ability to fund its operations through
private equity financings and short-term debt. Management expects
operating losses and negative cash flows to continue at more
significant levels in the future. As the Company continues to
incur losses, transition to profitability is dependent upon the
successful development, approval, and commercialization of its
products and achieving a level of revenues adequate to support the
Company?s cost structure. The Company may never achieve
profitability, and unless and until it does, the Company will
continue to need to raise additional cash. Management intends to
fund future operations through additional private or public debt
or equity offerings, and may seek additional capital through
arrangements with strategic partners or from other sources. Based
on the Company?s operating plan, existing working capital at
September 30, 2013 was not sufficient to meet the cash
requirements to fund planned operations through September 30, 2014
without additional sources of cash. These conditions raise
substantial doubt about the Company?s ability to continue as a
going concern," the Company said in the regulatory filing.

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

                       http://is.gd/Vs3fqQ

TNI BioTech, Inc., develops a range of adoptive and active forms
of immunotherapies to treat cancer, HIV/AIDs and other autoimmune
diseases.  The Company has recently developed IRT-103 low-dose
naltroxene (LDN), an active immunotherapy to cure tumor cells and
HIV/AIDS.


TOMORROW'S BUILDERS: To Close at the End of School Year
-------------------------------------------------------
FOX2now.com reports that East St. Louis School District 189 in
Missouri is losing a charter school.  The Tomorrow's Builders
Youth Build Charter School will close at the end of this school
year, the report says.

FOX2now.com relates that the Illinois State Board of Education
voted against renewing the charter for several reasons, including
imminent insolvency, failure to meet teacher certification
requirements, failure to maintain accurate attendance and
enrollment records and poor student performance.  A total of 108
students will be transferred to other district schools in the
fall, the report adds.


TOUCHPOINT METRICS: Reports $210K Net Loss in Third Quarter
-----------------------------------------------------------
Touchpoint Metrics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $210,049 on $152,737 of total revenue for the three
months ended Sept. 30, 2013, compared with a net loss of $111,850
on $158,667 of total revenue for the same period in 2012.

The Company's balance sheet at Sept. 30, 2013, showed $1.2 million
in total assets, $245,501 in total liabilities, and stockholders'
equity of $957,547.


"For the nine months ended September 30, 2013, the Company had a
net loss of $505,920.  In addition, the Company had a net loss of
$306,948 for the year ended December 31, 2012. These circumstances
result in substantial doubt as to the Company?s ability to
continue as a going concern.  The Company?s ability to continue as
a going concern is dependent upon the Company?s ability to
generate sufficient revenues to operate profitably or raise
additional capital through debt financing and/or through sales of
common stock," the Company said in the regulatory filing.

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

                       http://is.gd/9Q6pG3

San Francisco, Calif.-based Touchpoint Metrics, Inc., is engaged
in the business of developing and delivering technology-enabled
products and services that improve customer experience management
capabilities for corporations.


TRIAD CAMPUS IV: Condo Units to Be Auctioned Off Feb. 18
--------------------------------------------------------
Real and personal property of Triad Campus IV LLC, will be sold at
public auction on Feb. 18, 2014, at the Fallon Street Emergency
Exit to the County Courthouse, 1225 Fallon Street, Oakland,
California, 94612 at 12:00 Noon at public auction to the highest
bidder for cash.

The property consists of Units 104, 105 and 106 Building 1; 203
and 205 Building 2; 302, and 303 Building 3; 404 Building 4; 503,
505 and 506 Building 5 at a condominium in Independence Drive, in
Livermore, California.

Proceeds of the sale will be used to pay off the balance of the
obligation secured by the property plus reasonable estimated
costs, expenses and advances, in the amount of $12,096,945.

THIS PROPERTY IS BEING SOLD IN AN "AS-IS" CONDITION.

For Sales Information: WWW.TACFORECLOSURES.COM/SALES
                       Tel: (714) 480-5690

The trustee pursuant to the Deed of Trust may be reached at:

         WITKIN & EISINGER, LLC
         530 South Glenoaks Boulevard, Suite 207
         Burbank, CA, 91502
         Tel: (818) 845-4000
         Attn: Carole Eisinger
               Trustee Sales Officer


UNITED TECHNOLOGIES: Considers Sale or Spin-Off of Sikorsky
-----------------------------------------------------------
David Gelles, writing for The New York Times' DealBook, reported
that the United Technologies Corporation is considering a spin-off
or sale of Sikorsky, the maker of the Black Hawk helicopters
favored by the United States military, according to people briefed
on the matter.

Discussions about the fate of the Sikorsky unit are preliminary
and may not result in a deal, according to the report, But United
Technologies is considering the unit as a candidate for a tax-free
spinoff or potentially a sale to a rival.

Sikorsky has been part of United Technologies for nearly all of
the helicopter maker's 90-year history, the report related.  In
addition to the Black Hawk, Sikorsky makes a range of commercial
and military helicopters, including the Seahawk and Superhawk. In
recent years, the Pentagon has awarded $18 billion in contracts to
Sikorsky, according to Defense News, which first reported United
Technologies' deliberations.

In 2011, the company acquired the aircraft parts maker Goodrich
for $16.4 billion, a deal that moved it further into the heart of
the commercial aviation industry, the report further related.
Since that deal was announced, United Technologies' shares have
risen 54 percent, as the company has rebounded along with the
global travel industry in recent years.

A United Technologies spokesman declined to comment, the report
said.  Company shares were up more than 2 percent on Jan. 27.

Based in Hartford, Connecticut, United Technologies Corp.
provides high technology products and services to the building
systems and aerospace industries worldwide. The Company brands
include Carrier, Otis, Pratt & Whitney, and Sikorsky.


UNIVERSAL BIOENERGY: Global Energy Files 2nd Amendment to SCH 13D
-----------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Global Energy Group LLC, Rainco Management
LLC, and Nicole C. Singletary disclosed that as of June 30, 2013,
they beneficially owned 1,568,630,000 shares of common stock of
Universal Bioenergy, Inc., representing 61.78 percent of the
shares outstanding.

Global Energy acquired the shares to settle a debt owed to it by
Universal Energy through the conversion of Convertible Promissory
Notes to stock; which Promissory Notes are reflected in the
Issuer's SEC filings.

As of April 10, 2013, the "Date of Event", Global Energy had no
plans or proposals which relate to or would result in any of the
following actions:

(a) The acquisition by any person of additional securities of the
    issuer, or the disposition of securities of the issuer;

(b) An extraordinary corporate transaction, such as a merger,
    reorganization or liquidation, involving the issuer or any of
    its subsidiaries;

(c) A sale or transfer of a material amount of assets of the
    issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of
    the issuer, including any plans or proposals to change the
    number or term of directors or to fill any existing vacancies
    on the board;

(e) Any material change in the present capitalization or dividend
    policy of the issuer;

(f) Any other material change in the issuer's business or
    corporate structure including but not limited to, if the
    issuer is a registered closed-end investment company, any
    plans or proposals to make any changes in its investment
    policy for which a vote is required by section 13 of the
    Investment Company Act of 1940;

(g) Changes in the issuer's charter, bylaws or instruments
    corresponding thereto or other actions which may impede the
    acquisition of control of the issuer by any person;

(h) Causing a class of securities of the issuer to be delisted
    from a national securities exchange or to cease to be
    authorized to be quoted in an inter-dealer quotation system of
    a registered national securities association;

(i) A class of equity securities of the issuer becoming eligible
    for termination of registration pursuant to Section 12(g)(4)
    of the Act; or

(j) Any action similar to any of those enumerated above.

As of April 10, 2013, the collective "Members" of Global Energy
were:

1. Grand Executive Trust
2. Yang Family Trust
3. Rainco Holdings Trust
4. Falah Family Trust
5. Ghanimah Holdings Trust
6. Ibadhah Life Trust
7. Premier Executive Trust
8. Rainco Management LLC

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

                        http://is.gd/Kw9OpK

                     About Universal Bioenergy

Headquartered in Irvine, California, Universal Bioenergy Inc.
develops markets alternative and natural energy products
including, natural gas, solar, biofuels, wind, wave, tidal, and
green technology products.

Universal Bioenergy incurred a net loss of $623,518 on $60.21
million of revenues for the year ended June 30, 2013, as compared
with a net loss of $4.12 million on $57.32 million of revenues for
the year ended June 30, 2012.  As of Sept. 30, 2013, the Company
had $7.02 million in total assets, $6.08 million in total
liabilities and $935,070 in total stockholders' equity.

Bongiovanni & Associates, CPA's, in Cornelius, North Carolina,
issued a "going concern" qualification on the consolidated
financial statements for the year ended June 30, 2013.  The
independent auditors noted that the the Company has suffered
recurring operating losses, has an accumulated deficit, has
negative working capital, and has yet to generate an internal cash
flow that raises substantial doubt about its ability to continue
as a going concern.


UNIVERSAL UNDERSTANDING: Claims Bar Date Set for May 15
-------------------------------------------------------
On Jan. 15, 2014, a petition was filed commencing an Assignment
for the Benefit of Creditors proceeding, pursuant to Chapter 727,
Florida Statutes, made by Universal Understanding, Inc., as
Assignor, with its principal place of business at 225 Water
Street, Suite 1575, Jacksonville, Florida 32202 to Mark C. Healy,
of Michael Moecker & Associates, Inc., as Assignee, located at
3613 North 29h Avenue Hollywood, Florida 33020.

Pursuant to Section 727.105, Florida Statutes, no proceeding may
be commenced against the Assignee except as provided in Chapter
727 and except in the case of a secured creditor enforcing its
rights and collateral under Chapter 679, there shall be no levy,
execution, attachment, or the like in the respect of any judgment
against assets of the estate, other than the real property, in the
possession, custody, or control of the Assignee.

To receive any dividend, creditors must file a proof of claim with
the Assignee, Mark C. Healy, of Michael Moecker & Associates at
3613 North 29th Avenue, Hollywood, Florida 33020, on or before May
15, 2014.

The case is, In re: UNIVERSAL UNDERSTANDING, INC., Assignor, To:
MARK C. HEALY of MICHAEL E. MOECKER & ASSOCIATES, INC., Assignee,
Case No: 16-2014-CA-000380-XXXX-MA, Division: CVG, pending before
the Circuit Court Fourth Judicial Circuit in and for Duval County,
Florida.


VINCE INTERMEDIATE: S&P Assigns 'B' CCR & Rates $175MM Loan 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to New York City-based Vince Intermediate
Holding LLC.  The outlook is stable.

At the same time, S&P assigned a 'B' issue rating to Vince
Intermediate Holding's $175 million senior secured term loan.  The
recovery rating is '3', which indicates S&P's expectation of a
meaningful recovery (50% to 70%) for creditors in the event of a
payment default or bankruptcy.

The company also has a $50 million asset-based lending facility
(ABL) that S&P do not rate.

"Our rating on Vince reflects our assessment of its 'vulnerable'
business risk profile and 'aggressive' financial risk profile,"
said Standard & Poor's credit analyst Jacqueline Hui.

"We assess Vince's business risk profile as vulnerable due to its
narrow product focus, customer concentration risk, vulnerability
to changes in consumer tastes, and participation in the highly
competitive apparel industry.  Vince focuses on the luxury fashion
market and has limited product diversity, with the majority of the
company's sales generated from women's sweaters, knit tops, and
blouses.  The company is susceptible to changes in consumer tastes
given its niche focus and lack of product diversity.  In addition,
the company's revenue base is largely from the wholesale channel,
and it has substantial concentration of sales through Neiman
Marcus, Nordstrom, and Saks Fifth Avenue.  Loss of any of the
relationships could weaken its profitability and credit metrics."
S&P added.

The stable outlook reflects S&P's view that Vince will maintain
credit measures near current pro forma levels over the next year.
S&P believes the company's profitability will remain at least at
current levels given its customer base.  At the same time, S&P
expects liquidity to remain adequate and sufficient covenant
cushion of at least 15%.

S&P would consider a downgrade if margins decline, which could
occur if the company loses a major customer; and/or the company's
financial policy becomes more aggressive, leading to a decline in
the company's operating performance and profitability, such that
leverage approaches 5x.  S&P estimates leverage could reach this
range if EBITDA declined by approximately 25% or if debt increases
by approximately $75 million and EBITDA remains at current levels.

Although unlikely within the next year, S&P could raise the
ratings if the company strengthens its business profile,
potentially through increasing its diversity and scale, as well as
strengthening its financial profile such that adjusted debt to
EBITDA falls below 2.5x.  For this to happen, S&P estimates the
company would need to reduce debt by approximately $70 million,
based on current EBITDA levels.


WESTMORELAND COAL: Offering $400 Million of Senior Secured Notes
----------------------------------------------------------------
Westmoreland Coal Company proposes to offer approximately $400
million principal amount of Add-On 10.75 percent Senior Secured
Notes due 2018.  The proceeds from the notes offering would be
used primarily to pay the purchase price and related expenses for
Westmoreland's previously announced acquisition of coal mining
operations of Sherritt International Corporation and to prepay the
outstanding senior notes issued by its subsidiary, Westmoreland
Mining, LLC.  The consummation of the notes offering is subject to
market and other conditions.

                      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.


WESTMORELAND COAL: Appoints Keith Alessi as Executive Chairman
--------------------------------------------------------------
The Board of Directors of Westmoreland Coal Company appointed Mr.
Keith E. Alessi an officer of the Company with the title of
executive chairman on Jan. 17, 2014.

Mr. Alessi, age 59, has held several different positions with
Westmoreland since 2007, including president, chief executive
officer and other various interim roles.  Beginning in April 2013,
Mr. Alessi assumed the executive chairman position on the Board
concentrating on strategic issues, acquisitions and capital
opportunities.  In order to take full advantage of Mr. Alessi's
depth of experience, he has shifted to an employee role in
Edmonton, Alberta, to facilitate an efficient transition of the
Sherritt business into Westmoreland.

For the bulk of the past seven years, Mr. Alessi has led the
Company as its president and CEO, including guiding the Company's
acquisition of the Kemmerer Mine from Chevron in 2012.  Prior to
joining the Company, Mr. Alessi had served as a senior executive
officer for over 30 years at a number of public companies.  Mr.
Alessi currently serves as a member of the board of directors of
MWI Veterinary Supply, Inc., and has served as a director on
numerous public company boards over the past 30 years.  Mr. Alessi
has a MBA from the University of Michigan and a BS from Wayne
State University.  He is also a Certified Public Accountant.
There are no arrangements or understandings between Mr. Alessi and
any other persons pursuant to which he was selected as executive
chairman.  There are also no family relationships between Mr.
Alessi and any director or executive officer of the Company and he
has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation
S-K.

The Company and Mr. Alessi are engaged in discussions regarding
the terms of Mr. Alessi's employment agreement for his services as
the Company's executive chairman and therefore the terms of the
employment agreement have not yet been finalized.

A full-text copy of the Form 8-K as filed with the U.S. Securities
and Exchange Commission is available for free at:

                        http://is.gd/CyNRDz

                      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.


WESTMORELAND COAL: S&P Affirms 'B-' CCR; Outlook Stable
-------------------------------------------------------
Standard &Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Westmoreland and removed all ratings from
CreditWatch, where they were placed with developing implications
on Dec. 26, 2013.  The outlook is stable.

At the same time, the 'B-' issue-level rating on Westmoreland's
senior secured notes was affirmed for the current notes and
assigned to the new notes.  The recovery rating is '4', indicating
S&P's expectation for average (30% to 50%) recovery in the event
of default.

"The corporate credit rating affirmation reflects our view of the
company's business risk as 'weak' and its financial risk as
'highly leveraged'," said Standard & Poor's credit analyst Chiza
Vitta.  "Risks include above average mining costs and significant
postretirement and reclamation liabilities.  We also recognize
risks associated with integrating a large acquisition that will
double the size of the company. Still, we expect profitability at
the combined companies to remain relatively stable over the next
year due to contracted sales, and we expect liquidity to remain
adequate," added Ms. Vitta.

Westmoreland has agreed to purchase the coal assets of Sherritt
International Corp. for $435 million, comprised of $293 million of
cash and $142 million of assumed capital leases.  S&P expects the
acquisition will approximately double the company's production
and increase EBITDA to  around $200 million in 2014 based on S&P's
assumption that the combined company sells about 50 million tons
of coal at a price of around $25 per ton.  This would result in
leverage of about 5.5x EBITDA in 2014, down from 6.7x in 2013.
This includes adjustments for pension and other retiree
obligations and remains consistent with S&P's "highly leveraged"
financial risk assessment.

With the acquisition of the Sherritt assets, Westmoreland will be
the sixth largest coal producer in North America on a pro forma
basis, with about 52 million tons of production through the 12
months ended Sept. 30, 2013.  Westmoreland will operate 13 coal
mines in the U.S. and Canada plus two power plants.  The proposed
acquisition is consistent with Westmoreland's strategy of
operating mines near coal-burning electric plants.  The company's
costs at the mine are above average regionally, but its cash flow
should be more stable compared to many peers because nearly all of
Westmoreland's production is sold under long-term cost-protected
contracts and because most of its mines are located adjacent to
the power plants, where they have a transportation advantage
compared to potential competitors.


YRC WORLDWIDE: Solus Stake at 6.8% as of Jan. 22
------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Solus Alternative Asset Management LP, Solus
GP LLC and Christopher Pucillo disclosed that as of Jan. 22, 2014,
they beneficially owned 800,715 shares of common stock of YRC
Worldwide Inc. representing 6.82 percent of the shares
outstanding.  Solus Alternative previously reported beneficial
ownership of 990,323 common shares or 8.43 percent equity stake as
of Dec. 23, 2013.  A copy of the regulatory filing is available
for free at http://is.gd/zx1FMe

                        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.


ZOOM TELEPHONICS: Has $252K Net Loss in Q3 Ended Sept. 30
---------------------------------------------------------
Zoom Telephonics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $$252,148 on $2.55 million of net sales for the three
months ended Sept. 30, 2013, compared to a net loss of $154,569 on
$3.43 million of net sales for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $4.26
million in total assets, $1.65 million in total liabilities, and
stockholders' equity of $2.61 million.

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

                       http://is.gd/VVeDsp

Boston, Massachusetts-based Zoom Telephonics, Inc., designs,
produces, markets, sells, and supports broadband and dial-up
modems, Wi-Fi(R) and Bluetooth(R) wireless products, and other
communication-related products.

Marcum LLP, in Boston, Massachusetts, expressed substantial doubt
about Zoom Telephonics' ability to continue as a going concern,
citing the Company's recurring net losses and negative cash flows
from operations.

The Company reported a net loss of $870,054 on $12.7 million of
net sales in 2012, compared with a net loss of $732,342 on
$14.7 million of net sales in 2011.


* Ninth Cir. Splits Ruling from 8th Cir. in Turnover Issue
----------------------------------------------------------
A three-judge panel of the U.S. Court of Appeals for the Ninth
Circuit composed of Judge N. Randy Smith, Judge Jacqueline H.
Nguyen, and Judge Gordon J. Quist on Jan. 9, 2014, reversed a
district court's decision affirming the denial of a bankruptcy
trustee's motion for turnover of property pursuant to Section
542(a) of the Bankruptcy Code.

In August 2009, Barbara Henson filed a voluntary Chapter 7
bankruptcy petition.  At the time she filed bankruptcy, Henson had
a Bank of America checking account with $6,955 therein.  Henson
had written several checks drawn on this account before filing for
bankruptcy, but the bank did not honor those checks until after
she filed the petition.  In October 2009, Brian Shapiro sent
Henson a letter demanding that Henson turn over the funds that had
been in bank account.  In November 2009, Henson denied being in
possession of the funds and indicated that she would not comply.
Shapiro responded by filing a motion for turnover under Section
542(a) against Henson to recover $6,155 of her petition-date
account balance.

Judge N.R. Smith, writing for the Ninth Circuit, stated, "Section
542(a)'s plain language, pre-Code practice, and other Code
provisions compel our holding that a trustee may seek turnover
from an entity that had 'possession, custody, or control' of the
subject property during the bankruptcy case whether or not the
entity had 'possession, custody, or control' at the time the
turnover motion is filed."  Judge Smith pointed out that only the
Eighth Circuit requires an entity to have "possession, custody, or
control" of the subject property at the time the bankruptcy
trustee moves for turnover.

The case is BRIAN DAVID SHAPIRO, Trustee of the bankruptcy estate
of Barbara Melinda Henson, Appellant, v. BARBARA MELINDA HENSON,
Appellee, Case No. 11-16019 (9th Cir.).  A full-text copy of the
Ninth Circuit's Decision is available at:

           http://bankrupt.com/misc/9thCir1116019.pdf

Brian D. Shapiro, Esq. -- mail@brianshapirolaw.com -- at Law
Office of Brian D. Shapiro, LLC, in Las Vegas, Nevada, for
Appellant.

Tara Twomey, National Consumer Bankruptcy Rights Center, San Jose,
California, for Amicus Curiae National Association of Consumer
Bankruptcy Attorneys.


* Bankruptcy Appellate Court Affirms Spousal Support Ruling
-----------------------------------------------------------
Debtor Patricia Gunness filed an adversary proceeding against her
husband's ex-wife and the ex-wife's family law attorney seeking a
determination that the debt she owes to the husband's ex-wife is
dischargeable.  The bankruptcy court granted summary judgment in
favor of the Debtor, holding that neither Section 523(a)(5) of the
Bankruptcy Code nor Section 523(a)(15) apply to the Debtor.  The
ex-wife and her attorney appealed.

A three-judge panel of the U.S. Bankruptcy Appellate Panel of the
Ninth Circuit composed of Judge Kurtz, Judge Edward P. Ballinger,
and Pappas, affirmed the ruling, holding that because the debt
lacks the requisite connection to "a spouse, former spouse, or
child of the debtor", the Appellate Panel agreed with the
bankruptcy court that Sections 523(a)(5) and 523(a)(15) are
inapplicable.

The case is JEANETTE BENDETTI; DAVID KARTON, Appellants, v.
PATRICIA GUNNESS, Appellee (In re Gunness), Case No. 13-1099 (9th
Cir. Bankr. App.).  A full-text copy of Jan. 16, 2014, Decision
penned by Judge Kurtz is available at:

      http://bankrupt.com/misc/9thCirBankApp131099.pdf


* Junk Defaults End 2013 at 1.5%; Issuances Decline 5 Quarters
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, citing
Fitch Ratings, reports that the default rate on junk-rated U.S.
corporate debt was 1.5 percent at the end of 2013.  Over the year,
36 issuers defaulted on $18.5 billion in debt.

According to the report, defaults last year were fractionally down
from the $20.5 billion in defaults recorded in 2012, Fitch said in
its report on Jan. 22.

The report related that last year, there were $305 billion in
issuances of U.S. junk-rated debt, compared with $314.8 billion in
2012. Refinancings dominated the new issuances, Fitch said.

New issuances declined five quarters in a row, the report said.
The recent peak was $92.5 billion in the third quarter of 2012.
Issuances in the final quarter of 2013 totaled $64.9 billion.

Last year, 54 percent of defaults were attributed to bankruptcy,
with 26.1 percent from distressed exchanges and 20 percent from
payment defaults, the report further related.


* Distressed Debt Hedge Fund Commits $530 Million to Europe
-----------------------------------------------------------
Alexandra Stevenson, writing for The New York Times' DealBook,
reported that Marathon Asset Management has gained a reputation
for being a rag-and-bone picker, finding opportunities in the
aftermath of financial disaster.

According to the report, Marathon, a $11 billion hedge fund, is
going scavenging in Europe with a new fund dedicated to distressed
debt on the Continent, hoping to profit from improving economic
prospects in the region.

The $530 million fund was opened on Jan. 15 and will start with
investments in Spain, Germany and Ireland, according to someone
familiar with the fund's strategy, the report related.

The move comes as European banks continue to offload unwanted
assets amid a new regulatory landscape that has required banks to
hold more cash on their balance sheets, the report said.  It also
follows a handful of hedge funds and private equity firms that
piled into the region last year.

The private equity firms Apollo Global Management and the
Blackstone Group have been fighting over assets in Spain, while
hedge funds like John Paulson's Paulson & Company and Daniel
Loeb's Third Point have been circling assets in Greece, the report
further related.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                            Total
                                           Share-     Total
                                 Total   Holders'   Working
                                Assets     Equity   Capital
  Company         Ticker          ($MM)      ($MM)     ($MM)
  -------         ------        ------   --------   -------
ABSOLUTE SOFTWRE  OU1 GR         129.8      (11.3)    (10.7)
ABSOLUTE SOFTWRE  ALSWF US       129.8      (11.3)    (10.7)
ABSOLUTE SOFTWRE  ABT CN         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  ADES US        106.4      (46.1)    (15.3)
ADVANCED EMISSIO  OXQ1 GR        106.4      (46.1)    (15.3)
ADVENT SOFTWARE   AXQ GR         454.9     (133.8)    (83.4)
ADVENT SOFTWARE   ADVS US        454.9     (133.8)    (83.4)
AERIE PHARMACEUT  AERI US          7.2      (22.4)    (11.0)
AIR CANADA-CL A   ADH GR       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 A   AC/A CN      9,481.0   (3,056.0)    105.0
AIR CANADA-CL A   AIDIF US     9,481.0   (3,056.0)    105.0
AIR CANADA-CL B   ADH1 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
AK STEEL HLDG     AKS* MM      3,766.4     (211.8)    394.9
AK STEEL HLDG     AK2 GR       3,766.4     (211.8)    394.9
AK STEEL HLDG     AK2 TH       3,766.4     (211.8)    394.9
AK STEEL HLDG     AKS US       3,766.4     (211.8)    394.9
ALLIANCE HEALTHC  AIQ US         515.6     (131.4)     61.3
AMC NETWORKS-A    AMCX US      2,524.8     (611.9)    790.3
AMC NETWORKS-A    9AC GR       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
AMER RESTAUR-LP   ICTPU US        33.5       (4.0)     (6.2)
AMERICAN AIRLINE  A1G GR      26,780.0   (7,922.0)    143.0
AMERICAN AIRLINE  A1G TH      26,780.0   (7,922.0)    143.0
AMERICAN AIRLINE  AAL* MM     26,780.0   (7,922.0)    143.0
AMERICAN AIRLINE  AAL US      26,780.0   (7,922.0)    143.0
AMR CORP          AAMRQ US    26,780.0   (7,922.0)    143.0
AMR CORP          AAMRQ* MM   26,780.0   (7,922.0)    143.0
AMR CORP          ACP GR      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  ANGI US        109.7      (23.0)    (24.2)
ANGIE'S LIST INC  8AL TH         109.7      (23.0)    (24.2)
ANGIE'S LIST INC  8AL GR         109.7      (23.0)    (24.2)
ARRAY BIOPHARMA   ARRY US        152.6      (13.2)     82.3
ARRAY BIOPHARMA   AR2 TH         152.6      (13.2)     82.3
ARRAY BIOPHARMA   AR2 GR         152.6      (13.2)     82.3
AUTOZONE INC      AZO US       7,023.4   (1,721.2)   (962.6)
AUTOZONE INC      AZ5 GR       7,023.4   (1,721.2)   (962.6)
AUTOZONE INC      AZ5 TH       7,023.4   (1,721.2)   (962.6)
BARRACUDA NETWOR  CUDA US        236.2      (90.1)    (66.5)
BARRACUDA NETWOR  7BM GR         236.2      (90.1)    (66.5)
BENEFITFOCUS INC  BTF GR          54.8      (43.9)     (3.6)
BENEFITFOCUS INC  BNFT US         54.8      (43.9)     (3.6)
BERRY PLASTICS G  BP0 GR       5,135.0     (196.0)    653.0
BERRY PLASTICS G  BERY US      5,135.0     (196.0)    653.0
BOSTON PIZZA R-U  BPZZF US       156.7     (108.0)     (4.2)
BOSTON PIZZA R-U  BPF-U CN       156.7     (108.0)     (4.2)
BRP INC/CA-SUB V  BRPIF US     1,875.1      (63.7)    116.5
BRP INC/CA-SUB V  B15A GR      1,875.1      (63.7)    116.5
BRP INC/CA-SUB V  DOO CN       1,875.1      (63.7)    116.5
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 GR      1,802.8      (82.7)    780.7
CIENA CORP        CIE1 TH      1,802.8      (82.7)    780.7
CIENA CORP        CIEN US      1,802.8      (82.7)    780.7
CIENA CORP        CIEN TE      1,802.8      (82.7)    780.7
CINCINNATI BELL   CBB US       2,551.7     (687.2)   (147.2)
COROWARE INC      HT9B GR          0.3      (32.1)    (31.9)
DIRECTV           DIG1 GR     20,588.0   (6,208.0)   (300.0)
DIRECTV           DTV US      20,588.0   (6,208.0)   (300.0)
DIRECTV           DTV CI      20,588.0   (6,208.0)   (300.0)
DOMINO'S PIZZA    EZV TH         468.5   (1,322.2)     76.9
DOMINO'S PIZZA    EZV GR         468.5   (1,322.2)     76.9
DOMINO'S PIZZA    DPZ US         468.5   (1,322.2)     76.9
DUN & BRADSTREET  DB5 GR       1,849.9   (1,206.3)   (128.9)
DUN & BRADSTREET  DB5 TH       1,849.9   (1,206.3)   (128.9)
DUN & BRADSTREET  DNB US       1,849.9   (1,206.3)   (128.9)
DYAX CORP         DYAX US         70.6      (38.8)     41.0
DYAX CORP         DY8 GR          70.6      (38.8)     41.0
EASTMAN KODAK CO  KODK US      3,815.0   (3,153.0)   (785.0)
EASTMAN KODAK CO  KODN GR      3,815.0   (3,153.0)   (785.0)
EDGEN GROUP INC   EDG US         883.8       (0.8)    409.2
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     FGP US       1,441.3     (134.9)    (55.6)
FERRELLGAS-LP     FEG GR       1,441.3     (134.9)    (55.6)
FIFTH & PACIFIC   FNP US         957.0     (220.7)    (66.9)
FIFTH & PACIFIC   LIZ GR         957.0     (220.7)    (66.9)
FOREST OIL CORP   FST US       1,909.3      (63.1)   (148.3)
FREESCALE SEMICO  FSL US       3,819.0   (4,526.0)  1,239.0
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
GENCORP INC       GY US        1,750.4     (142.6)    111.1
GENCORP INC       GCY TH       1,750.4     (142.6)    111.1
GENCORP INC       GCY GR       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  6GB GR         576.5      (37.0)    286.9
GLOBAL BRASS & C  BRSS US        576.5      (37.0)    286.9
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 GR      28,393.0   (7,044.0)  2,352.0
HCA HOLDINGS INC  2BH TH      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  5HD GR       6,518.0     (698.0)  1,346.0
HD SUPPLY HOLDIN  HDS US       6,518.0     (698.0)  1,346.0
HOVNANIAN ENT-A   HOV US       1,759.1     (432.8)    956.3
HOVNANIAN ENT-A   HO3 GR       1,759.1     (432.8)    956.3
HOVNANIAN ENT-B   HOVVB US     1,759.1     (432.8)    956.3
HOVNANIAN-A-WI    HOV-W US     1,759.1     (432.8)    956.3
HUGHES TELEMATIC  HUTCU US       110.2     (101.6)   (113.8)
HUGHES TELEMATIC  HUTC US        110.2     (101.6)   (113.8)
INFOR US INC      LWSN US      6,515.2     (555.7)   (303.6)
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  1JE GR       1,533.5     (359.8)   (281.4)
JUST ENERGY GROU  JE US        1,533.5     (359.8)   (281.4)
L BRANDS INC      LTD GR       6,636.0     (820.0)    846.0
L BRANDS INC      LB US        6,636.0     (820.0)    846.0
L BRANDS INC      LTD TH       6,636.0     (820.0)    846.0
LDR HOLDING CORP  LDRH US         78.7       (0.6)      9.6
LEE ENTERPRISES   LEE US         989.0     (102.6)    (11.9)
LEE ENTERPRISES   LE7 GR         989.0     (102.6)    (11.9)
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
LORILLARD INC     LO US        3,555.0   (2,042.0)  1,297.0
MACROGENICS INC   M55 GR          42.0       (4.0)     11.7
MACROGENICS INC   MGNX US         42.0       (4.0)     11.7
MANNKIND CORP     NNF1 GR        287.6     (167.7)   (117.8)
MANNKIND CORP     NNF1 TH        287.6     (167.7)   (117.8)
MANNKIND CORP     MNKD US        287.6     (167.7)   (117.8)
MARRIOTT INTL-A   MAR US       6,480.0   (1,409.0)   (776.0)
MARRIOTT INTL-A   MAQ GR       6,480.0   (1,409.0)   (776.0)
MDC PARTNERS-A    MDCA US      1,365.7      (40.1)   (211.1)
MDC PARTNERS-A    MD7A GR      1,365.7      (40.1)   (211.1)
MDC PARTNERS-A    MDZ/A CN     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  MHGC US        572.8     (172.9)      6.5
MORGANS HOTEL GR  M1U GR         572.8     (172.9)      6.5
MPG OFFICE TRUST  MPG US       1,280.0     (437.3)      -
NATIONAL CINEMED  XWM GR         982.5     (217.5)    139.1
NATIONAL CINEMED  NCMI US        982.5     (217.5)    139.1
NAVISTAR INTL     NAV US       8,315.0   (3,601.0)  1,198.0
NAVISTAR INTL     IHR GR       8,315.0   (3,601.0)  1,198.0
NAVISTAR INTL     IHR TH       8,315.0   (3,601.0)  1,198.0
NEKTAR THERAPEUT  NKTR US        383.0      (50.3)    127.0
NEKTAR THERAPEUT  ITH GR         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          7.6      (14.3)     (9.7)
NYMOX PHARMACEUT  NYMX US          1.4       (6.9)     (2.7)
OCI PARTNERS LP   OP0 GR         460.3      (98.7)     79.8
OCI PARTNERS LP   OCIP US        460.3      (98.7)     79.8
OMEROS CORP       3O8 GR          12.0      (23.9)     (1.6)
OMEROS CORP       OMER US         12.0      (23.9)     (1.6)
OMTHERA PHARMACE  OMTH US         18.3       (8.5)    (12.0)
OPHTHTECH CORP    O2T GR          40.2       (7.3)     34.3
OPHTHTECH CORP    OPHT US         40.2       (7.3)     34.3
PALM INC          PALM US      1,007.2       (6.2)    141.7
PHILIP MORRIS IN  PM1CHF EU   36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  PM1 TE      36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  PM US       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  PMI SW      36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  PM1EUR EU   36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  4I1 GR      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          1.2       (8.6)      0.6
PROTECTION ONE    PONE US        562.9      (61.8)     (7.6)
QUALITY DISTRIBU  QLTY US        465.1      (38.1)     92.3
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  RETA GR      2,508.3     (658.5)     54.0
REGAL ENTERTAI-A  RGC US       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         21.4       (5.8)    (10.3)
REVLON INC-A      REV US       1,259.4     (619.8)    192.4
REVLON INC-A      RVL1 GR      1,259.4     (619.8)    192.4
RINGCENTRAL IN-A  3RCA GR         60.8      (25.3)    (10.9)
RINGCENTRAL IN-A  RNG US          60.8      (25.3)    (10.9)
RITE AID CORP     RAD US       7,138.2   (2,228.8)  1,881.2
RITE AID CORP     RTA GR       7,138.2   (2,228.8)  1,881.2
RURAL/METRO CORP  RURL US        303.7      (92.1)     72.4
SALLY BEAUTY HOL  S7V GR       1,950.1     (303.5)    473.2
SALLY BEAUTY HOL  SBH US       1,950.1     (303.5)    473.2
SILVER SPRING NE  9SI GR         513.9      (88.9)     76.3
SILVER SPRING NE  SSNI US        513.9      (88.9)     76.3
SILVER SPRING NE  9SI TH         513.9      (88.9)     76.3
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 GR       4,738.0   (1,031.0)    154.0
SUPERVALU INC     SVU US       4,738.0   (1,031.0)    154.0
SUPERVALU INC     SJ1 TH       4,738.0   (1,031.0)    154.0
TANDEM DIABETES   TNDM US         48.6       (2.8)     13.8
TANDEM DIABETES   TD5 GR          48.6       (2.8)     13.8
TAUBMAN CENTERS   TCO US       3,438.8     (211.5)      -
TAUBMAN CENTERS   TU8 GR       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  CLUB US        408.9      (40.4)     (3.9)
TOWN SPORTS INTE  T3D GR         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       UISEUR EU    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       USY1 TH      2,237.7   (1,509.9)    411.6
UNISYS CORP       USY1 GR      2,237.7   (1,509.9)    411.6
UNISYS CORP       UIS US       2,237.7   (1,509.9)    411.6
VECTOR GROUP LTD  VGR GR       1,121.0     (192.6)    316.7
VECTOR GROUP LTD  VGR US       1,121.0     (192.6)    316.7
VENOCO INC        VQ US          695.2     (258.7)    (39.2)
VERISIGN INC      VRS GR       2,330.0     (493.8)     97.7
VERISIGN INC      VRS TH       2,330.0     (493.8)     97.7
VERISIGN INC      VRSN US      2,330.0     (493.8)     97.7
VERSO PAPER CORP  VRS US       1,094.4     (409.5)     84.9
VINCE HOLDING CO  VNCE US        467.8     (179.1)      7.7
VINCE HOLDING CO  VNC GR         467.8     (179.1)      7.7
VIRGIN MOBILE-A   VM US          307.4     (244.2)   (138.3)
VISKASE COS I     VKSC US        346.7      (16.3)    106.1
WEIGHT WATCHERS   WW6 GR       1,408.2   (1,509.4)    (79.8)
WEIGHT WATCHERS   WTW US       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  WME GR         939.8     (280.3)      4.1
WESTMORELAND COA  WLB US         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
ZOGENIX INC       Z08 TH          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.


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