TCR_Public/150105.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 6, 2015, Vol. 19, No. 6

                            Headlines

"HELP" SERVICE: Files for Chapter 7 Liquidation
AC I INV: Has Until Jan. 30 to Propose Reorganization Plan
ADVANCED CELL: Has $3.72-Mil. Net Loss for Third Quarter
AETHLON MEDICAL: Posts $888K Net Loss for Sept. 30 Quarter
AGRITEK HOLDINGS: Reports $543K Net Loss for Third Quarter

ALPHA HOME: Chapter 11 Case Dismissed for Failure to File Reports
ALSIP ACQUISITION: Court Issues Directive in Norfolk Southern Suit
AMERICAN REALTY: S&P Retains 'BB' CCR on CreditWatch Negative
AMERICAN RESOURCE: Court Approves Sale to Owner's Daughter
ARMADA OIL: Has $278K Net Loss in Sept. 30 Quarter

ASTORIA ENERGY: S&P Rates $770-Mil. Secured Loans 'BB'
AXION POWER: Posts $2.64-Mil. Net Loss for Third Quarter
BAGELS-N-BEYOND: Files for Chapter 7 in Virginia
BAPTIST HOME: Court Approved Amended APA with Deer Meadows
BAPTIST HOME: Okayed to Make Initial Distribution to Bond Trustee

BIO-KEY INTERNATIONAL: Incurs $51.5K Loss in Sept. 30 Quarter
BIOCEPT INC: Expects Losses to Continue in the Future
BIOCORRX INC: Has $384K Net Loss in Third Quarter
BRAINSTORM CELL: Posts $2.42-Mil. Net Income for Q3
BURCON NUTRASCIENCE: Has C$1.82-Mil. Net Loss in Third Quarter

CAPROCK OIL: Incurs $327K Net Loss in Third Quarter
CHINA FRUITS: Incurs $245K Net Income in Third Quarter
CHRYSLER LLC: Bankruptcy Court Has Jurisdiction on Tax Dispute
CLEVELAND BIOLABS: Reports $4.62-Mil. Net Loss in Third Quarter
COLLIE LAWLESS: No Tennessee Exemption for Some Retirement Accts

CREATIVE REALITIES: Incurs $864K Net Loss for Q3 of 2014
CUBIC ENERGY: BDO USA Issues Going Concern Qualification
D.A.B. GROUP: Wants Exclusive Solicitation Pd. Extended to Mar. 9
DECISIONPOINT SYSTEMS: Incurs $563K Net Loss for Q3
DELL INC: Fitch Raises IDR to 'BB' & Revises Outlook to Positive

DENDREON CORP: Committee Proposes Young Conaway as Co-Counsel
DENDREON CORP: Committee Taps Sullivan & Cromwell as Counsel
DENDREON CORP: Reports $22.07-Mil. Net Loss for Sept. 30 Quarter
DENDREON CORP: U.S. Trustee Objection to PSAs Overruled
EAU TECHNOLOGIES: Incurs $497K Net Loss for Sept. 30 Quarter

EXIDE TECHNOLOGIES: Professional Costs Surpass $100 Million
FAITH FAMILY: S&P Lowers Rating on Charter School Bonds to 'BB+'
FRONTIER OILFIELD: Incurs $2.45-Mil. Net Loss for Third Quarter
GETTY PETROLEUM: Court Approves EPA Pollution Settlement
GLOBAL CLEAN: Hartley Moore Issues Going Concern Qualification

GLOBAL GEOPHYSICAL: Reports $30.2-Mil. Loss in March 31 Quarter
GRANDPARENTS.COM INC: Posts $3.46-Mil. Net Loss for Q3
HOVNANIAN ENTERPRISES: Fitch Affirms 'B-' IDR; Outlook Stable
IBCS MINING: Assets Sold to Southern Coal Corp.
IKANOS COMMUNICATIONS: Has $10.3-Mil. Loss in Sept. 28 Quarter

IPAYMENT INC: S&P Raises CCR to 'B-' from 'SD'; Outlook Stable
KODIAK OIL: S&P Raises CCR to BB+ & Removes Rating from Watch Pos.
LABOR SMART: Reports $1.09-Mil. Net Loss in Third Quarter
LAW OFFICE OF JAMES S. DELSORDO: Files for Chapter 11 in Virginia
LDK SOLAR: Extraordinary General Meeting Set for Jan. 22

LDK SOLAR: Forgives $46MM SPI Receivable in Exchange for $11MM
LDK SOLAR: Has Deposit Agreement With JPMorgan Chase
LDR INDUSTRIES: Court 2nd Modified DIP Financing Order
LEHMAN BROTHERS: Barclays Wins $2.5 Million on FirstBank Contempt
LONG BEACH: SNCH Balks at Bid to Obtain $1.5MM DIP Financing

LTHM HOUSTON-OPERATIONS: Ch.7 Trustee Can't Hire Claro Group
MEDIA GENERAL: S&P Assigns BB- Corp Credit Rating; Outlook Stable
MELA SCIENCES: Recurring Losses Raises Going Concern Doubt
MEZZANINE INC: Normandie Cafe Wins Approval of Liquidating Plan
MICROBILT CORPORATION: NJ Court Grants Bid to Withdraw Reference

MISSISSIPPI PHOSPHATES: Files Schedules of Assets & Debt
MOLYCORP INC: Receives Listing Noncompliance Notice From NYSE
NATIONAL ACADEMY: Files for Chapter 7 in District of Columbia
NII HOLDINGS: Asks Court to Approve $250-Mil. Backstop Deal
NII HOLDINGS: KCC Approved as Information Agent for the Committee

NII HOLDINGS: Posts $443-Mil. Net Loss in Third Quarter
NII HOLDINGS: Retention Plan for Non-Insiders Employees Approved
NORTEL NETWORKS: Interest Decision May Foment Bigger Settlement
NORTHERN STAR BANK: Is 18th Failure in 2014
OCEANSIDE MILE: Seeks Dismissal of Bankruptcy Case

ONEBEACON RUNOFF: Fitch Cuts IFS to 'BB',  Off Watch Negative
OWENS CORNING: 7th Cir. Affirms Ruling Favoring PI Trust
PARKERVISION INC: Incurs $6.41-Mil. Net Loss in 3rd Quarter
QUANTIC RESEARCH: $15-Mil. Judgment for PulseWave Vacated
REGENERX BIOPHARMACEUTICALS: Incurs $123K Net Income in Q3

REVEL AC: BNTM Wants Contention on Lack of Merit Rejected
ROCK CREEK: Reports $10.04-Mil. Net Loss for Sept. 30 Quarter
SARALAND LLLP: Harrell's Appeal From Sale Orders Dismissed
SARALAND LLLP: Harrell's Appeal on Continuance of Hearing Nixed
SEARS METHODIST: Proposes Yellow Rose-Led Auction on Jan. 21

SEARS METHODIST: Tyler Proposes ER Propco-Led Auction on Jan. 21
SG BLOCKS: Needs Add'l Capital to Fund Operations
SHILO INN: Court Denies Reimposition of Automatic Stay
SHILO INN: Court Enters Order Estimating CB&T Claims
SKYLINE MANOR: Purchase Agreement with Menomonee Health Approved

SKYLINE MANOR: Trustee Gets Final Approval to Use Cash Collateral
SNTECH INC: Proposes Feb. 25 Auction for Assets
SOUTHERN PACIFIC: DBRS Lowers Issuer Rating to 'C'
SOUTHERN PACIFIC: S&P Lowers Corporate Credit Rating to 'D'
SPENCERPORT DEVELOPMENT: Court Dismisses Chapter 11 Case

ST. CATHERINE'S HOSPITAL: Vacant Pa. Lot Sold for $550,000
SUMMERFIELD AT SNOW HILL: Files for Chapter 11 in Maryland
SUPERTEL HOSPITALITY: Needs to Access Capital to Continue
TEXOMA PEANUT: Auction Brings $13.3 Million for Assets
TRANSCOASTAL CORP: Reports $192K Loss in Sept. 30 Quarter

TRUE DRINKS: Reports $1.67-Mil. Net Loss for Sept. 30 Quarter
TRUMP ENTERTAINMENT: Union Gets Direct Appeal on Contract
UNIVERSAL ACADEMY: S&P Cuts Rating on 2014 Bonds to 'BB-'
UNIVERSAL COOPERATIVES: Authorized to Sell Assets to Gloria Real
UNIVERSAL COOPERATIVES: Okayed to Settle Disputes with Monsanto

US COAL: Wants Until March 31 to Assume or Reject Leases
US COAL: Wants Until May 8 to Propose Chapter 11 Plan
WALLDESIGN INC: Centex Homes Wants Relief From Stay
[*] Junk Default Rate Only 2% in 2015, Even as Caesars Totters

                            *********

"HELP" SERVICE: Files for Chapter 7 Liquidation
-----------------------------------------------
"Help" Service Co. filed a petition for Chapter 7 liquidation
(Bankr. E.D. Va.) on Dec. 19, 2014.  The case is assigned to Judge
Robert G. Mayer.

"Help" Service's address is 10660 Page Ave., No. 3690, Fairfax, Va.
22038.

The Debtor estimated $500,001 to $1 million in assets and $1
million to $10 million in liabilities.  The firm's largest creditor
is AAON-Havtech, owed $71,550.

The meeting of creditors is slated for Jan. 28, 2015, at 10:00
a.m.

The Debtor is represented by:

        Karen Strid Lang, Esq.
        KAREN STRID LANG, P.L.C.
        524 King Street
        Alexandria, VA 22314
        Tel: (703) 299-4646
        Fax: (703) 299-4644
        E-mail: kslangesq@aol.com


AC I INV: Has Until Jan. 30 to Propose Reorganization Plan
----------------------------------------------------------
The Bankruptcy Court extended AC I Inv Manahawkin LLC's exclusive
period to file a plan of reorganization until Jan. 30, 2015, and
the period to solicit acceptances for that plan until March 31,
2015.

                          About AC I Inv

AC I Inv Manahawkin LLC, AC I Manahawkin Mezz LLC and AC I
Manahawkin LLC filed separate Chapter 11 bankruptcy petitions
(Bankr. S.D.N.Y. Case Nos. 14-22791, 14-22792 and 14-22793) on
June 4, 2014.  The petitions were signed by David Goldwasser, of
GC Realty Advisors LLC, managing member.  The Debtors estimated
assets of $50 million to $100 million and debts of $0 to $50
million.  Robinson Brog Leinwand Greene Genovese & Gluck, P.C.,
serves as the Debtors' counsel.  Judge Robert D. Drain presides
over the cases.

Affiliates of AC I Inv., et al., have pending bankruptcy cases
before Judge Drain.  NY Affordable Housing Albany Assocs. LLC
sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 13-20007)
on July 26, 2013.  First Bronx LLC sought bankruptcy protection
(Bankr. S.D.N.Y. Case NO. 14-22047) on Jan. 13, 2014.  Ollie Allen
Holding Company LLC sought bankruptcy (Case NO. 14-22204) on Feb.
18, 2014.

U.S. Trustee was unable to form an official unsecured creditors'
committee.



ADVANCED CELL: Has $3.72-Mil. Net Loss for Third Quarter
--------------------------------------------------------
Advanced Cell Technology, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $3.72 million on $39,500 of revenue for the three
months ended Sept. 30, 2014, compared to a net loss of $5.75
million on $39,500 of revenue for the same period last year.

The Company's balance sheet at Sept. 30, 2014, showed $9.25 million
in total assets, $8.52 million in total liabilities and total
stockholders' equity of $723,000.

As of Sept. 30, 2014, the Company has an accumulated deficit of
$342 million.  The ability to continue as a going concern is
dependent upon many factors, including the Company's ability to
raise additional capital in a timely manner.  Due to the
uncertainty of its ability to meet its current operating and
capital expenses, in their report on the Company's audited annual
financial statements as of and for the year ended Dec. 31, 2013,
its independent auditors included an explanatory paragraph
regarding concerns about the Company's ability to continue as a
going concern. Recurring losses from operations raise substantial
doubt about its ability to continue as a going concern.

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

                       http://is.gd/PHwnwJ

Advanced Cell Technology (OTCMKTS:ACTC) is a biotechnology
company focused on the development and commercialization of human
pluripotent stem cell technology in the field of regenerative
medicine.  The Company's headquarters is in Marlborough,
Massachusetts.



AETHLON MEDICAL: Posts $888K Net Loss for Sept. 30 Quarter
----------------------------------------------------------
Aethlon Medical, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $888,000 on $479,000 of government contract revenue for the
three months ended Sept. 30, 2014, compared with a net loss of
$3.35 million on $645,000 of government contract revenue for the
same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $1.09 million
in total assets, $4.38 million in total liabilities, and a
stockholders' deficit of $3.29 million.

The Company has incurred continuing losses from operations and at
Sept. 30, 2014 are in default on certain debt agreements, has
negative working capital of $2.5 million, and has an accumulated
deficit of approximately $79.3 million.  These factors, among other
matters, raise 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/ptfWpZ

Aethlon Medical, a medical device company, focuses on creating
devices for the treatment of cancer, infectious diseases, and other
life-threatening conditions.  It develops Aethlon Hemopurifier, a
medical device that targets the elimination of
circulating viruses and tumor-secreted exosomes that promote
cancer progression.  The company's Aethlon Hemopurifier is
intended for the treatment of antiviral drug-resistance in
hepatitis-C virus and human immunodeficiency virus infected
individuals; serves as a countermeasure against viral pathogens
not addressed by drug or vaccine therapies; and represents the
therapeutic strategy to address cancer promoting exosomes.  It
also develops exosome-based products to diagnose and monitor
cancer, infectious diseases, and neurological disorders; and is
developing a medical device to reduce the incidence of sepsis in
combat-injured soldiers.  The company was founded in 1991 and is
based in San Diego, California.

Squar, Milner, Peterson, Miranda & Williamson, LLP, expressed
substantial doubt about the Company's ability to continue as a
going concern, citing that the Company has incurred continuing
losses from operations and at March 31, 2014 is in default on
certain debt agreements, has negative working capital of
approximately $14.17 million and an accumulated deficit of
approximately $74.83 million.  A significant amount of additional
capital will be necessary to advance the development of the
Company's products to the point at which they may become
commercially viable.



AGRITEK HOLDINGS: Reports $543K Net Loss for Third Quarter
----------------------------------------------------------
Agritek Holdings Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $544,000 on $2,400 of total revenue for the three months ended
Sept. 30, 2014, compared to a net loss of $182,000 on $47,300 of
total revenue for the same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $1.78 million
in total assets, $1.91 million in total liabilities and total
stockholders' deficit of $123,000.

As of Sept. 30, 2014, the Company had an accumulated deficit of
$10.5 million and working capital deficit of $460,000.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

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

                       http://is.gd/B4GcGz

Agritek Holdings is engaged in the digitization of patient records
and distribution of hemp based nutritional products to the
medicinal marijuana sector in the United States.  The company
operates in two segments, Merchant Services and Wholesale Sales.
Its products include data management system, a technology platform,
which enables consumers to file, store, and retrieve original and
authentic personal health documents through the Internet; and
energy and hemp ice tea drink products.  The company also provides
a range of solutions for electronically processing merchant and
patient transactions in the healthcare industry.  In addition, it
is involved in importing and distributing vaporizers and
e-cigarettes under the Mont Blunt brand; and managing real property
for fully-licensed and compliant growers, and dispensaries in
regulated medicinal and recreational markets.  The company was
formerly known as MediSwipe, Inc. and changed its name to Agritek
Holdings, Inc. in May 2014.  Agritek Holdings, Inc. was
incorporated in 1997 and is based in West Palm Beach, Florida.



ALPHA HOME: Chapter 11 Case Dismissed for Failure to File Reports
-----------------------------------------------------------------
Bankruptcy Judge Jeffrey J. Graham dismissed the Chapter 11 case of
Alpha Home Association of Greater Indianapolis (Indiana), Inc.

Nancy J. Gargula, U.S. Trustee on Nov. 21, 2014, filed a motion
seeking the dismissal of the case because, among other things, (1)
Alpha has failed to file any monthly operating reports, and (2)
Alpha has failed to file any amendments, and a review of the docket
sheet revealed no substantive activity in this case since the end
of September.

Alpha Home Association filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Ind. Case No. 14-07997) in Indianapolis, Indiana, on
Aug. 26, 2014.  The Debtor disclosed $3.26 million in assets and
$500,700 in liabilities as of the Chapter 11 filing.  The case was
assigned to Judge James K. Coachys.  Brian D. Salwowski, Esq., in
Indianapolis, served as counsel to the Debtor.


ALSIP ACQUISITION: Court Issues Directive in Norfolk Southern Suit
------------------------------------------------------------------
Counsel to Norfolk Southern Railway Company was directed by a
federal district court judge in Chicago to file a motion to address
the impact of Alsip Acquisition LLC's bankruptcy to Norfolk
Southern's pre-bankruptcy lawsuit against the debtor.

On Nov. 17, 2014, the District Court for the Northern District of
Illinois issued a brief memorandum order in the then-recently-filed
action by Norfolk Southern against Alsip Acquisition.  

Senior District Judge Milton I. Shadur noted that, because the
Order identified a potentially fatal shortcoming in Norfolk
Southern's attempted invocation of federal jurisdiction in
diversity-of-citizenship terms, it gave Norfolk Southern's counsel
until Nov. 26 to file an appropriate amendment curing that
deficiency.

But on Nov. 24 Norfolk Southern's counsel filed instead a
suggestion of defendant's bankruptcy, based on its Nov. 20 Chapter
11 bankruptcy petition filed in the United States Bankruptcy Court
for the District of Delaware.

"That of course has triggered an automatic stay as against
defendant, but such an in limbo status appears wholly
unsatisfactory in the current situation in which federal
jurisdiction is itself in doubt," Judge Shadur said.

"Accordingly, unless Norfolk Southern's counsel were to file a
motion scheduled for presentment on or before December 22, 2014 to
deal with the subject, it would appear that a without-prejudice
dismissal of the Complaint and action would be the most appropriate
and least complicated step to take. That said, this Court would
entertain any other suggestion that counsel might submit," the
Judge said.

The case before the District Court is, NORFOLK SOUTHERN RAILWAY
COMPANY, Plaintiff, v. ALSIP ACQUISITION, LLC, d/b/a FUTUREMARK
ALSIP and d/b/a FUTUREMARK PAPER COMPANY, Defendant, CASE NO. 14 C
8891 (N.D. Ill.).  A copy of the District Court's Dec. 2, 2014
Memorandum Order is available at http://is.gd/7CUi9dfrom
Leagle.com.

Norfolk Southern Railway Company is represented by:

     Matthew Scott Ver Steeg, Esq.
     Andrew John Albright, Esq.
     SWANSON, MARTIN & BELL, LLP
     330 N Wabash Ave., Suite 3300
     Chicago, IL 60611
     Tel: 312-321-3520

                    About Alsip Acquisition

Alsip Acquisition, LLC and APCA, LLC were the leading North
American provider of responsibly made recycled paper for books and
magazines, as well as for commercial printing and packaging
applications.  The operational and manufacturing headquarters are
located in Alsip, Illinois, and consist of a 40-year-old mill and
a leased warehouse in Alsip, Illinois.  The mill and warehouse
were idled in September 2014 following cash losses.  Most of
Alsip's stock is owned by FutureMark Holdings, LLC.

On Nov. 20, 2014, Alsip Acquisition and APCA each filed petitions
seeking relief under chapter 11 of the United States Bankruptcy
Code.  The Debtors' cases have been assigned to Judge Kevin J.
Carey (KJC). The cases have been jointly administered, with
pleadings maintained on the case docket for Case No. 14-12596.

The Debtors have tapped Mintz Levin Cohn Ferris Glovsky and Popeo
PC as counsel and Pachulski Stang Ziehl & Jones as co-counsel.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

As of Oct. 31, 2014, the Debtors had approximately $7,742,972 of
funded indebtedness and related obligations outstanding.

The goal of the Debtors is to consummate the sale of the assets to
Resolute FP Illinois LLC pursuant to an asset purchase agreement
or another bidder pursuant to the bid procedures.  In addition,
the Debtors intend to vacate their leased locations in Connecticut
and New Jersey, liquidate their other assets, and distribute any
proceeds pursuant to the claims process established by the
Bankruptcy Code.

The Official Committee of Unsecured Creditors is represented by
Maria Aprile Sawczuk, Esq., and Harold D. Israel, Esq., at
Goldstein & McClintlock LLLP.


AMERICAN REALTY: S&P Retains 'BB' CCR on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on American
Realty Capital Properties Inc., including the 'BB' corporate credit
rating and the 'BB+' issue-level ratings remain on CreditWatch with
negative implications, pending the completion of board
investigations and the external auditor review of the company's
financial statements.

The update follows the recent announcement that the company's bank
lending group agreed to an additional consent and extension to
waive certain potential technical defaults under the credit
agreement.  The technical defaults could have been triggered ecause
the company has not met requirements for timely filing of
third-quarter financial statements.  The parties have agreed to
further extend the deadline for submitting financial statements
(including revised first- and second-quarter 2014 statements) until
the earlier of March 2, 2015, or 45 days after the notice of
default is received from the required percentage of holders of
ARCP's public bonds.  Also, ARCP has received an extension for
filing the annual financial statements until March 31, 2015.  As
part of the waiver, ARCP has agreed to permanently maintain an
unencumbered asset pool of $10.5 billion, reduce the total size of
the credit facility to $3.6 billion, and limit the $400 million
vailable on the credit facility until all of the financial
statements are delivered.

Standard & Poor's will seek to resolve the CreditWatch placement
within the next 90 days, but this will depend upon a better
understanding of possible outcomes from the various audits and
investigations.  S&P will review any potential disclosures upon the
release of the board's investigation, any additional exposures from
the completion of the forensic audit, and other management or
governance changes that are being contemplated.  Upon completion of
S&P's review, it could lower the corporate credit rating or leave
the ratings unchanged.



AMERICAN RESOURCE: Court Approves Sale to Owner's Daughter
----------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that a bankruptcy judge in Manchester, New
Hampshire, signed an order on Dec. 15, 2014, authorizing American
Resource Staffing Network Inc. to sell its assets to the daughter
of the company's principal after no other bidder emerged.

According to the report, the purchase price is $2.4 million, with
$1.8 million guaranteed through an earn-out provided in the sale
contract.  The sale approval followed a report by the
court-appointed examiner in support of the sale and the Internal
Revenue Service's consent, the report related.

Under the sale order, the company is required to file a liquidating
plan by Feb. 6, 2015.

                    About American Resource

American Resource Staffing Network, Inc., and American Resource
Network, Inc., which places hundreds of workers into New England
companies that need temporary help, sought protection under
Chapter 11 of the Bankruptcy Code on July 31, 2014.  The lead case
is In re American Resource Staffing Network, Inc., Case No. 14-
11527 (Bankr. D.N.H.).

The Debtors are represented by Deborah A. Notinger, Esq., at
Cleveland, Waters & Bass, P.A., in Nashua, New Hampshire, and
Steven M. Notinger, Esq., at Cleveland, Waters & Bass, P.A., in
Concord, New Hampshire.


ARMADA OIL: Has $278K Net Loss in Sept. 30 Quarter
--------------------------------------------------
Armada Oil, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $278,000 on $412,000 of revenues for the three months ended
Sept. 30, 2014, compared with a net loss of $197,000 on $3.3
million of total revenues for the same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $36.4 million
in total assets, $18.6 million in total liabilities and total
stockholders' equity of $17.9 million.

The Company has incurred recurring losses from operations through
Sept. 30, 2014, has a working capital deficit at Sept. 30, 2014, of
$1.95 million and has limited sources of revenue.  These conditions
have raised substantial doubt as to the Company's ability to
continue as a going concern.

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

                       http://is.gd/3jDkPO

Armada Oil, Inc., acquires, drills, develops, produces and
rehabilitates oil and gas properties.  Armada Oil has interests in
the Lake Hermitage Field, Valentine Field, Larose Field, Bay
Batiste Field, and Manila Village Field in Plaquemines and
Lafourche Parishes in Louisiana; the Vernon Field and the
Winterschied Field in Kansas; Carbon County, Wyoming; and Java
Field in New York.



ASTORIA ENERGY: S&P Rates $770-Mil. Secured Loans 'BB'
------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
ratings and '1' recovery ratings to Astoria Energy LLC's $700
million senior secured term loan B due 2021 and $70 million senior
secured revolving credit facility due 2019.  Astoria can upsize the
term loan to $775 million within 18 months, without a rating
affirmation.  The '1' recovery rating indicates S&P's expectation
of very high (90% to 100%) recovery of principal if a payment
default occurs.  The ratings reflect S&P's review and assessment of
final documents.  The outlook is stable.

Astoria is a special-purpose, bankruptcy-remote entity that owns a
585-megawatt natural gas-fired power plant in Queens, N.Y.  It is
owned by a consortium of sponsors, including GDF Suez NA (43.94%),
MyPower Corp. Inc. (35.57%), JEMB Family L.P./Harbert Management
Corp. (14.68%), and Energy Investors Fund (5.82%).  Astoria is
issuing a $700 million senior secured term loan and a $70 million
senior secured revolving credit facility.  The project will use net
proceeds to repay existing debt and make a $139 million
distribution to the sponsors.  Astoria can upsize the term loan to
$775 million within 18 months, without a rating affirmation, and
will use future proceeds to make another distribution.  S&P's
analysis assumes the project exercises this option, and financial
measures reflect a fully upsized term loan amount of $775 million.
Upsizing after 18 months would require a rating affirmation.  The
loan will be repaid through minimal mandatory amortization and a
75% excess cash flow sweep.  The project has a power purchase
agreement (PPA) with Consolidated Edison (ConEd) through April
2016, after which the plant will be fully merchant.

"The stable outlook reflects our expectation that Astoria will
continue its strong operational performance, and take advantage of
its positioning in the constrained NYISO Zone J region to pay down
a significant portion of the debt during the term loan," said
Standard & Poor's credit analyst Stephen Coscia.

S&P would lower the rating if financial performance falls below its
base case expectations, such that DSCRs in the merchant period fall
below 2.5x or there is greater refinancing risk, reflected in
expected debt at maturity of $425 million or higher.  This could be
the result of operational issues at the plant or an unexpected
downturn in the  Zone J capacity and energy markets.

A rating upgrade would likely require DSCRs above 3.5x during the
merchant period.  This would require continued sound operational
performance along with greater than expected energy margins and
capacity revenue.



AXION POWER: Posts $2.64-Mil. Net Loss for Third Quarter
--------------------------------------------------------
Axion Power International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $2.64 million on $319,000 of net sales for the three
months ended Sept. 30, 2014, compared with a net loss of $4.68
million on $2.19 million of net sales for the same period last
year.

The Company's balance sheet at Sept. 30, 2014, showed
$8.16 million in total assets, $2.5 million in total liabilities,
and stockholders' equity of $5.66 million.

Due to the uncertainty of the Company's ability to meet its cash
requirements to fund its current operations, working capital, and
spending, in their report on the Company's audited annual financial
statements as of and for the year ended Dec. 31, 2013, the
Company's independent auditors included an explanatory paragraph
regarding concerns about the Company's ability to continue as a
going concern.  Recurring losses from operations raise substantial
doubt about its ability to continue as a going concern.  If the
Company is unable to continue as a going concern, it might have to
liquidate its assets and the values it receives for the Company's
assets in liquidation or dissolution could be significantly lower
than the values reflected in its financial statements.  In
addition, the inclusion of an explanatory paragraph regarding
substantial doubt about its ability to continue as a going concern
and the Company's lack of cash resources may materially adversely
affect its share price and its ability to raise new capital or to
enter into critical contractual relations with third parties.

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

                       http://is.gd/dXHZmM

New Castle, Pa.-based Axion Power International, Inc. is a
development stage company that was formed in September 2003 to
acquire and develop certain innovative battery technology. Since
inception, the Company has been engaged in research and
development of the new technology for the production of lead-acid-
carbon energy storage devices.



BAGELS-N-BEYOND: Files for Chapter 7 in Virginia
------------------------------------------------
Bagels-N-Beyond LLC filed a petition for Chapter 7 liquidation
(Bankr. E.D. Va. Case No. 14-14683) on Dec. 17, 2014.

Bagels-N-Beyond's address is 25785 Flyaway Ct., Chantilly, Va.
20152.

The Debtor estimated $0 to $50,000 in assets and $500,001 to
$1 million in debt.  The top unsecured creditors were not
disclosed.

The meeting of creditors is slated for Jan. 26, 2015 at 9:00 a.m.

The Debtor's counsel can be reached at:

         Christopher L. Rogan, Esq.
         ROGANMILLERZIMMERMAN, PLLC
         50 Catoctin Circle, N.E., Suite 333
         Leesburg, VA 20176
         Tel: (703) 777-8850
         Fax: (703) 777-8854
         E-mail: crogan@rmzlawfirm.com



BAPTIST HOME: Court Approved Amended APA with Deer Meadows
----------------------------------------------------------
U.S. Bankruptcy Judge Eric L. Frank (i) approved The Baptist Home
of Philadelphia, doing business as Deer Meadows Retirement
Community's amendment to its asset purchase agreement with Deer
Meadows Property, LP; and (ii) authorized the Debtor to sell
accounts receivable.

As reported in the Troubled Company Reporter on Nov. 17, 2014, in
May 2014, the Debtors filed their motion to sell substantially
all of the Baptist Home's assets.  On July 25, the Baptist Home
and the Buyer entered into a certain Asset Purchase Agreement,
pursuant to which the Baptist Home agreed to sell to the Buyer
substantially all of its assets, but excluding certain assets
including the Accounts Receivable, for a purchase price of $30.25
million.  On August 28, the Court approved the Sale pursuant to
the APA.

Closing on the sale is conditioned on the Parties' obtaining
necessary regulatory approvals for the transaction under
applicable non-bankruptcy law.  The APA provides for a Closing
date of not earlier than November 1, 2014, unless the Parties
mutually agree otherwise.  Following the entry of the Sale Order,
the Parties have had further discussions concerning the sale of
the Accounts Receivable, and have agreed to enter into the First
APA Amendment subject to Court approval.

The First APA Amendment would amend the APA to provide that, in
consideration for including the Accounts Receivable among the
Purchased Assets, the purchase price for the Purchased Assets will
be increased to $33.25 million in cash.

The buyer will pay the entire purchase price at closing; however,
if for any reason the parties are unable to close upon the sale of
the accounts receivable, the parties will still proceed to close
on all other Purchased Assets without delay for the purchase price
of $30.25 million.  With this provision, the Debtors asserted that
the expansion of the transaction to include the sale of the
accounts receivable does not jeopardize or delay the anticipated
closing.

The parties intended that the buyer will pay 70% of the full amount
of all Accounts Receivable as of the Closing Date.  At this time,
however, the parties can only estimate what that precise amount
will be.  Accordingly, the First APA Amendment provides that, in
the event that on the Closing Date the value of 70% of the full
amount of all accounts receivable is either more or less than $3
million, then the Purchase Price will be reduced by any
shortfall of the closing value to the target amount, and increased
by any excess of the closing value over the target amount, as
applicable.

The parties have further agreed that the amount of the accounts
receivable set forth on the books and records of the Baptist Home
will be conclusive and binding and will not be subject to
reduction, write off or write down.  The Parties have agreed in
the First APA Amendment, however, that adjustments will be made
for any typographical or clerical errors in the books and records
of the Baptist Home.

Baptist Home believed that amending the APA to encompass sale of
the Accounts Receivable is in the best interest of the Estate and
its creditors.  In lieu of having to collect the Accounts
Receivable itself after Closing, the Baptist Home says it will
receive an enhanced, lump sum Purchase Price from the Buyer at
Closing, which will increase the likelihood that all creditors
will be paid promptly and in full and, as well, that after
distributions are made to creditors the reorganized Baptist Home
will have additional funds remaining to use in furtherance of its
charitable purposes.

              About The Baptist Home of Philadelphia

The Baptist Home of Philadelphia and The Baptist Home Foundation
sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305
and 14-13306) in Philadelphia on April 25, 2014.

Baptist Home of Philadelphia is a Pennsylvania nonprofit
corporation that owns and operates a continuing care retirement
community known as "Deer Meadows Retirement Community", which is
located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania.
Home offers 126 living accommodations, which vary in size, for
independent living and personal care.  It presently also has 206
skilled nursing beds in the nursing and rehabilitation center that
offers short and long term care.  It has 369 employees.

Baptist Home of Philadelphia disclosed $37,330,904 in assets and
$34,562,834 in liabilities as of the Chapter 11 filing.

The Debtors have tapped Cozen O'Connor as counsel and KPMG
Corporate Finance LLC as financial advisor and investment banker.

The U.S. Trustee appointed Wilmarie Gonzalez as patient care
ombudsman.

U.S. Bank National Association, the trustee with regard to the
secured bond indebtedness, hired Reed Smith LLP as counsel and
CohnReznick LLP as financial advisor.

Pepper Hamilton LLP represents the Official Committee of Unsecured
Creditors.



BAPTIST HOME: Okayed to Make Initial Distribution to Bond Trustee
-----------------------------------------------------------------
Bankruptcy Judge Eric L. Frank granted in December: (1) the joint
motion of The Baptist Home of Philadelphia and U.S. Bank National
Association, as indenture trustee, for relief from the automatic
stay; and (2) the cross motion of the Official Committee of
Unsecured Creditors for relief from the automatic stay to permit
partial distribution to allowed priority and unsecured claims.

The Court ordered that pursuant to Section 362(d)(1) of the
Bankruptcy Code, the automatic stay is modified so that the Debtor:
(i) may remit the initial distribution to bond trustee U.S. Bank
for further distribution an amount sufficient to pay off the Bond
Trustee's allowed claim, less the amount of the "maximum
carve-out"; and (ii) may remit 50% interim distribution to holders
of allowed priority and general unsecured claims.

As reported in the Dec. 16, 2014 edition of the TCR, the Debtors
and U.S. Bank, in their motion, requested for a modification of the
automatic stay so that the Debtors may remit to the trustee, for
further distribution pursuant to the terms of the bond documents,
net sale proceeds in an amount equal to the bond indebtedness claim
less the maximum carve-out, in satisfaction of an equivalent
portion of the bond indebtedness claim.

On Dec. 1, 2014, the Debtors closed the sale of substantially all
of their assets, including the trustee's collateral.  The Debtor's
estate now primarily consists of net sale proceeds in the amount
of $31.6 million, all of which proceeds remain subject to the
trustee's valid, perfected, first-priority lien securing the
trustee's claim against the Debtor.

As a result of a dispute with the Official Committee of Unsecured
Creditors, the movants are not requesting payment of trustee's
secured claim in full -- only the undisputed amount.  Payment of
the undisputed amount of the trustee's secured claim will
drastically reduce the amount of postpetition interest becoming due
to the trustee while the Debtor seeks to confirm its plan of
reorganization and will allow the Debtor to realize significant
savings for the benefit of estate and the general unsecured
creditors.

On Dec. 8, 2014, the Committee filed a limited statement in support
of the joint motion by the Debtor and U.S. Bank stating that the
order must make clear that, other than the indenture trustee's
interest, if any, in the disputed carve outs, upon the Bond Payment
the Indenture Trustee's liens and claims against the Debtors'
assets will be satisfied and released.

              About The Baptist Home of Philadelphia

The Baptist Home of Philadelphia and The Baptist Home Foundation
sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305
and 14-13306) in Philadelphia on April 25, 2014.

Baptist Home of Philadelphia is a Pennsylvania nonprofit
corporation that owns and operates a continuing care retirement
community known as "Deer Meadows Retirement Community", which is
located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania.
Home offers 126 living accommodations, which vary in size, for
independent living and personal care.  It presently also has 206
skilled nursing beds in the nursing and rehabilitation center that
offers short and long term care.  It has 369 employees.

Baptist Home of Philadelphia disclosed $37.3 million in assets and
$34.6 million in liabilities as of the Chapter 11 filing.

The Debtors have tapped Cozen O'Connor as counsel and KPMG
Corporate Finance LLC as financial advisor and investment banker.

The Baptist Home of Philadelphia filed on Nov. 17 a first
amendment to the sale-based Chapter 11 plan that expects to pay
all claims in full.

The U.S. Trustee appointed Wilmarie Gonzalez as patient care
ombudsman.

U.S. Bank National Association, the trustee with regard to the
secured bond indebtedness, hired Reed Smith LLP as counsel and
CohnReznick LLP as financial advisor.

Pepper Hamilton LLP represents the Official Committee of Unsecured
Creditors.



BIO-KEY INTERNATIONAL: Incurs $51.5K Loss in Sept. 30 Quarter
-------------------------------------------------------------
BIO-KEY International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $51,500 on $1.28 million of revenues for the three
months ended Sept. 30, 2014, compared with a net loss of $783,000
on $432,000 for the same period in the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $1.19 million
in total assets, $1.45 million in total liabilities and total
stockholders' deficit of $263,000.

The Company has incurred significant losses to date and at
Sept. 30, 2014, had an accumulated deficit of approximately $56
million.  In addition, broad commercial acceptance of the Company's
technology is critical to the Company's success and ability to
generate future revenues.  At Sept. 30, 2014, the Company's total
cash and cash equivalents were $167,000, as compared to
approximately $2.02 million at Dec. 31, 2013.  On Nov. 13, 2014,
the Company issued to certain private investors 14,316,664 shares
of common stock and warrants to purchase an additional 21,474,997
shares of common stock for aggregate net proceeds of $1.38 million.
The Company has financed itself in the past through access to the
capital markets by issuing secured and convertible debt securities,
convertible preferred stock, common stock, and through factoring
receivables.  The Company currently requires approximately $475,000
per month to conduct operations, a monthly amount that it has been
unable to achieve consistently through revenue generation.  If the
Company is unable to generate sufficient revenue to meet its goals,
it will need to obtain additional third-party financing to (i)
conduct the sales, marketing and technical support necessary to
execute its plan to substantially grow operations, increase
revenue, and serve a significant customer base; and (ii) provide
working capital.  No assurance can be given that any form of
additional financing will be available on terms acceptable to the
Company, that adequate financing will be obtained by the Company in
order to meet its needs, or that such financing would not be
dilutive to existing shareholders.  These matters raise 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/6st8i5

                          About BIO-Key

Wall, N.J.-based BIO-key International, Inc., develops and markets
advanced fingerprint biometric identification and identity
verification technologies, cryptographic authentication-
transaction security technologies, as well as related Identity
Management and Credentialing software solutions.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Rotenberg Meril Solomon Bertiger &
Guttilla, P.C., in Saddle Brook, New Jersey, expressed substantial
doubt about BIO-key's ability to continue as a going concern,
citing the Company's substantial net losses in recent years, and
accumulated deficit at Dec. 31, 2012.



BIOCEPT INC: Expects Losses to Continue in the Future
-----------------------------------------------------
Biocept, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $2.86 million on $31,900 of revenues for the three months ended
Sept. 30, 2014, compared with a net loss of $3.86 million on
$10,300 of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2014, showed $1.33 million
in total assets, $13.8 million in total liabilities and total
stockholders' deficit of $12.5 million.

At Dec. 31, 2013 and Sept. 30, 2014, the Company had accumulated
deficits of $122 million and $134 million respectively.  For the
nine months ended Sept. 30, 2014, the Company incurred a net loss
of $12.0 million.  While the Company is currently in the
commercialization stage of operations, the Company has not yet
achieved profitability and anticipates that it will continue to
incur net losses in the foreseeable future.

Historically, the Company's principal sources of cash have included
proceeds from the issuance of common and preferred stock, proceeds
from the issuance of debt, and revenues from clinical laboratory
testing through contracted partners.  The Company's principal uses
of cash have included cash used in operations, payments relating to
purchases of property and equipment and repayments of borrowings.
The Company expects that the principal uses of cash in the future
will be for continuing operations, hiring of sales and marketing
personnel and increased sales and marketing activities, funding of
research and development, capital expenditures, and general working
capital requirements.  The Company expects that, as revenues grow,
sales and marketing and research and development expenses will
continue to grow, albeit at a slower rate and, as a result, the
Company will need to generate significant net revenues to achieve
and sustain income from operations.

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

                       http://is.gd/L4HGsu

Biocept, Inc., a cancer diagnostics company, develops and
commercializes proprietary circulating tumor cell (CTC) and
circulating tumor DNA tests utilizing a standard blood sample.  The
company's tests provide information to oncologists that enable them
to select the appropriate treatment for their patients based on
detailed data on the characteristics of tumors.  It offers
OncoCEE-BR, a breast cancer CTC test that allows physician to
characterize the tumor to help define treatment options.  The
company is also developing other OncoCEE CTC tests, including
OncoCEE-LU for lung cancer; OncoCEE-GA for gastric cancer;
OncoCEE-CR for colorectal cancer; OncoCEE-PR for prostate cancer;
and OncoCEE-ME for melanoma.  Biocept, Inc. sells its products
through its direct sales force and partners that focus on selling
directly to community oncologists in hospitals, cancer centers, and
offices in the United States, as well as biopharma companies.  It
has collaboration agreement with Rosetta Genomics, Ltd. to evaluate
microRNAs from circulating tumor cells.  The company was founded in
1997 and is headquartered in San Diego, California.



BIOCORRX INC: Has $384K Net Loss in Third Quarter
-------------------------------------------------
BioCorRx, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $384,000 on $434,000 of sales for the three months ended Sept.
30, 2014, compared with a net loss of $129,000 on $277,000 of sales
for the same period in the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $4.39 million
in total assets, $3.87 million in total liabilities and
stockholders' equity of $523,526.

The Company has incurred significant recurring losses which have
resulted in an accumulated deficit of $6.56 million and working
capital deficiency of $1.23 million at Sept. 30, 2014 and loss from
operations of $1.12 million for the nine months ended
Sept. 30, 2014 which 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/Wq39pV

Santa Ana. Calif.-based BioCorRx, Inc., formerly Fresh Start
Private Management, Inc., is a healthcare solutions development
company. The Company owns an alcohol addiction treatment program
called the Start Fresh Program (SFP) that is used by various
independently owned licensed addiction clinics throughout the
United States.



BRAINSTORM CELL: Posts $2.42-Mil. Net Income for Q3
---------------------------------------------------
BrainStorm Cell Therapeutics Inc. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
disclosing net income of $2.42 million for the three months ended
Sept. 30, 2014, compared with net income of $1.08 million for the
same period in the prior year.

The Company's balance sheet at Sept. 30, 2014, showed
$11.4 million in total assets, $2.5 million in total liabilities
and stockholders' equity of $8.9 million.

The Company's operations for the nine months ended Sept. 30, 2014,
resulted in a net loss of $6,516.  These conditions, together with
the fact that the Company has no revenues from operations expected
in the near future, raise substantial doubt about the Company's
ability to continue to operate as a going concern.

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

                       http://is.gd/Qxlpt2

Brainstorm Cell Therapeutics, Inc., operates as a biotechnology
company, which develops innovative adult stem cell therapeutic
products.  It currently focuses on utilizing the patients own bone
marrow stem cells to generate neuron-like cells that may provide an
effective treatment initially for amyotrophic lateral sclerosis,
Parkinson's disease, multiple sclerosis and spinal cord injury.
The company was founded on September 22, 2000 and is headquartered
in New York, NY.



BURCON NUTRASCIENCE: Has C$1.82-Mil. Net Loss in Third Quarter
--------------------------------------------------------------
Burcon NutraScience Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of C$1.82 million on C$23,700 of royalty income for the
three months ended Sept. 30, 2014, compared to a net loss of C$1.6
million on C$23,500 of royalty income for the same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed C$7.43
million in total assets, C$740,000 in total liabilities and total
stockholders' equity of C$6.69 million.

As at Sept. 30, 2014, the Company had minimal revenues from its
technology, had an accumulated deficit of C$67.61 million, and had
relied on equity financings, private placements, rights offerings
and other equity transactions to provide the financing necessary to
undertake its research and development activities.  These
conditions indicate existence of a material uncertainty that casts
substantial doubt about the ability of the Company to meet its
obligations as they become due and, accordingly, its ability to
continue as a going concern.

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

                       http://is.gd/9hhgPk

Headquartered in Vancouver, Canada, Burcon NutraScience
Corporation has developed a portfolio of composition, application,
and process patents originating from its core protein extraction
and purification technology.  The Company's patented processes
utilize inexpensive oilseed meals and other plant-based sources
for the production of purified plant proteins that exhibit certain
nutritional, functional and nutraceutical profiles.



CAPROCK OIL: Incurs $327K Net Loss in Third Quarter
---------------------------------------------------
Caprock Oil, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $327,000 on $640,000 of total revenues for the three months
ended Sept. 30, 2014, compared to a net loss of $55,200 on $639,000
of total revenues for the same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $6.91 million
in total assets, $5.53 million in total liabilities, and
stockholders' equity of $1.38 million.

The Company has reported net losses from continuing operations in
the last two years and has a substantial working capital deficit as
of Sept. 30, 2014.  These factors, among others, indicate that the
Company may be unable to continue as a going concern for a
reasonable period of time.

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

                       http://is.gd/rYLjqp

Caprock Oil, Inc., is focused on the exploration and production of
oil and natural gas in Texas and Louisiana.  Based in Houston, the
Company recently completed the acquisition of Cinco NRG, LLC, a
private oil and gas company.



CHINA FRUITS: Incurs $245K Net Income in Third Quarter
------------------------------------------------------
China Fruits Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
net income of $245,000 on $2.86 million of sales for the three
months ended Sept. 30, 2014, compared with net income of $49,300 on
$555,000 of sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $10.6 million
in total assets, $7.48 million in total liabilities and total
stockholders' equity of $3.14 million.

The Company had incurred substantial losses in previous years and
has a working capital deficit, all of which raise substantial doubt
about its ability to continue as a going concern.

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

                       http://is.gd/fesZ9c

China Fruits Corp. (CHFR:OTC US) is engaged in the manufacturing,
trading and distributing of fresh tangerines and other fresh fruits
in China.  The Company's primary facility in Nan Feng County, China
has a total land area of 755,228 square feet, including
manufacturing plants of 340,570 square feet and office buildings of
19,267 square feet.



CHRYSLER LLC: Bankruptcy Court Has Jurisdiction on Tax Dispute
--------------------------------------------------------------
Chrysler Group LLC -- New Chrysler -- appeals from and order of the
U.S. Bankruptcy Court for the Southern District of New York (Stuart
M. Bernstein, B.J.), dated Feb. 21, 2014, denying its motion to
enforce the terms of a 2009 sale order entered in connection with
the bankruptcy of the automaker Old Carco LLC, formerly known as
Chrysler LLC. The Bankruptcy Court concluded that, in light of the
Tax Injunction Act, 28 U.S.C. Sec. 1341, it lacked subject-matter
jurisdiction to consider New Chrysler's motion.  On appeal, New
Chrysler argues that, in doing so, the Bankruptcy Court erroneously
entertained a collateral attack on the 2009 sale order insofar as
that order is res judicata even as to subject-matter jurisdiction.


New York District Judge Jesse M. Furman, in light of controlling
Supreme Court precedent, agrees with New Chrysler, vacated the
Bankruptcy Court's order, and remanded the case to the Bankruptcy
Court for further proceedings consistent with his Memorandum
Opinion and Order dated Dec. 1, 2014, available at
http://is.gd/RGwhqUfrom Leagle.com.

On Oct. 18, 2013, New Chrysler filed a motion seeking enforcement
of the Bankruptcy Court's Order approving the sale of Old
Chrysler's assets to New Chrysler, then named "New CarCo LLC".  In
its Motion, New Chrysler alleged that the Michigan Unemployment
Insurance Agency, the Indiana Department of Workforce Development,
and the Illinois Department of Employment Security had violated the
Sale Order by deeming New Chrysler a successor to Old Chrysler for
purposes of calculating New Chrysler's unemployment insurance tax
rates -- a decision that, according to New Chrysler, had resulted
in millions of dollars in overcharged unemployment insurance taxes.
New Chrysler contended that, by approving the sale of Old
Chrysler's assets "free and clear of any interest in such property"
pursuant to Section 363(f) of the Bankruptcy Code, the Bankruptcy
Court had prohibited the Agencies from transferring Old Chrysler's
"experience ratings" -- variables used in calculating unemployment
insurance taxes that are based on the extent to which former
employees have received unemployment insurance benefits -- to New
Chrysler.

In response, the Agencies took issue with both New Chrysler's
interpretation of the Sale Order and the Bankruptcy Court's
jurisdiction to opine on the issue, arguing, among other things,
that the Bankruptcy Court was barred from reaching the merits of
the motion due to the Tax Injunction Act, 28 U.S.C. Sec. 1341.

In an opinion dated Feb. 19, 2014, the Bankruptcy Court ruled in
favor of the Agencies on jurisdictional grounds.  The Bankruptcy
Court declined to reach the merits of New Chrysler's motion,
instead agreeing with the Agencies that the Tax Injunction Act
deprived the Court of subject-matter jurisdiction to hear the
motion.  The Court did not dispute that it had "bankruptcy
jurisdiction to interpret and enforce the Sale Order", but
nonetheless concluded that the Tax Injunction Act imposed a
separate jurisdictional hurdle, one that prevented the Court from
addressing the merits of New Chrysler's motion.

The Court acknowledged New Chrysler's argument that the Agencies'
invocation of the Tax Injunction Act was a collateral attack on the
Sale Order itself, but -- without citing Travelers Indemnity Co. v.
Bailey, 557 U.S. 137, 152 (2009), the principal case upon which New
Chrysler relied -- nonetheless ruled that "the merits of [New]
Chrysler's argument [did] not affect the Court's conclusion that it
lack[ed] jurisdiction to entertain it."

The appeal followed.

According to Judge Furman, the Bankruptcy Court plainly had
jurisdiction to clarify and enforce its own order.  The Bankruptcy
Court not only had inherent authority to do so, but also explicitly
retained jurisdiction in the Sale Order to do so.

Judge Furman also said that the Agencies' argument that the Tax
Injunction Act barred the Bankruptcy Court from clarifying or
enforcing the Sale Order was plainly an attack on its
subject-matter jurisdiction.  In addition, it was not only an
attack on the Bankruptcy Court's jurisdiction to issue a clarifying
order, but it was also -- or equally -- an attack on its
jurisdiction to enter the Sale Order in the first instance.

Chrysler Group LLC, Appellant, represented by:

     Brian D. Glueckstein, Esq.
     SULLIVAN & CROMWELL, LLP
     125 Broad Street
     New York, NY 10004-2498
     Tel: 212-558-4000
     Fax: 212-558-3588
     E-mail: gluecksteinb@sullcrom.com

Michigan Unemployment Insurance Agency, Appellee, is represented by
Dennis Jay Raterink, Assistant Attorney General & Peter T. Kotula,
Michigan Department of Attorney General.

Indiana Department of Workforce Development, Appellee, is
represented by Heather M Crockett, Indiana Attorney General's
Office, Maricel Elaine Skiles, Office of The Indiana Attorney
General & Jennifer E. Gauger, Office of The Indiana Attorney
General.

Illinois Department of Employment Security, Appellee, is
represented by James Douglas Newbold, Office of the Illinois
Attorney General & Lisa Madigan, Illinois Office of Attorney
General.

                      About Chrysler Group

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

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

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

In January 2014, the American car manufacturer officially became
100% Italian when Fiat Spa completed its deal to purchase the 40%
it did not already own of Chrysler.  Fiat has shared ownership of
Chrysler with the health care fund of the United Automobile
Workers unions since Chrysler emerged from bankruptcy in 209.

                           *     *     *

Standard & Poor's Ratings Services raised its ratings on U.S.-
based auto manufacturer Chrysler Group LLC, including the
corporate credit rating to 'BB-' from 'B+' in mid-January 2014.
The outlook is stable.


CLEVELAND BIOLABS: Reports $4.62-Mil. Net Loss in Third Quarter
---------------------------------------------------------------
Cleveland BioLabs, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $4.62 million on $415,000 of grants and contracts for
the three months ended Sept. 30, 2014, compared to a net loss of
$4.61 million on $1.64 million of grants and contracts for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $12.5 million
in total assets, $9.15 million in total liabilities and total
stockholders' equity of $3.32 million.

As of Sept. 30, 2014, the Company had $4.9 million of cash and cash
equivalents available for the general use which management believes
will be sufficient to support operations into the first quarter of
2015.  To ensure continuing operations beyond the first quarter of
2015, management is evaluating all opportunities to secure
additional financing, including investments from non-controlling
interests, the issuance of equity and additional revenues from the
US or Russian governments.  Management believes that sufficient
sources of financing will be available to support operations into
the future, however there can be no assurances at this time.  These
matters raise 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/IUwLBf

                     About Cleveland BioLabs

Buffalo, N.Y.-based Cleveland BioLabs, Inc. is a biotechnology
company focused on developing biodefense, tissue protection and
cancer treatment drugs based on the concept of modulation of cell
death for therapeutic benefit.  The Company was incorporated in
Delaware and commenced business operations in June 2003.



COLLIE LAWLESS: No Tennessee Exemption for Some Retirement Accts
----------------------------------------------------------------
The U.S. Court of Appeals for the Sixth Circuit affirmed a lower
court's decision holding that bankrupt individual Collie Lawless
from Tennessee could not protect his deferred-compensation assets
because of his ability to accelerate payment from a
deferred-compensation retirement plan.

Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, related that the Chapter 7 trustee for Lawless objected to
bankrupt's claim exemption of the income he put aside into the
company's plan.  Denial of the exemption was upheld on a first
appeal in federal district court, which was affirmed by the Sixth
Circuit in light of the Tennessee exemption statute, according to
the report.

Tennessee law makes retirement accounts exempt from creditor claims
unless the "debtor may, at the debtor's option," accelerate
payment, the report related.

The appeals case is COLLIE ALONZO LAWLESS, et al., Appellants, v.
JOHN P. NEWTON, JR., Appellee, Case No. 14-5290 (6th Cir.).

A full-text copy of the Sixth Circuit's Decision dated Dec. 15,
2014, is available at http://bankrupt.com/misc/LAWLESS1215.pdf


CREATIVE REALITIES: Incurs $864K Net Loss for Q3 of 2014
--------------------------------------------------------
Creative Realities, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $864,000 on $1.84 million of total revenue
for the three months ended Sept. 30, 2014, compared with a net loss
of $230,000 on $2.2 million of total revenue for the same period in
2013.

The Company's balance sheet at Sept. 30, 2014, showed
$24.5 million in total assets, $10.9 million in total liabilities,
and a stockholders' equity of $12.3 million.

"For the nine months ended Sept. 30, 2014 and the year ended
Dec. 31, 2013, the Company had a net loss of $2.41 million and
$2.85 million, and a negative cash flow from operations of
$2.86 million and $865,000, respectively.  Historically, we have
had continuing operating losses, negative cash flows from
operations and working capital deficiencies," the Company said in
the regulatory filing.

"We merged with Creative Realities, Inc. (then known as Wireless
Ronin Technologies, Inc., or "WRT") on Aug. 20, 2014.  On a pro
forma basis as if the merger occurred on Jan. 1, 2013, the combined
companies would have had a net loss for the nine months ended
September 31, 2014 of $(4,078) million and for the year ended
December 31, 2014 of $(6,445) million.  Prior to the merger, WRT
experienced continuing operating losses and WRT's independent
registered public accounting firm expressed substantial doubt about
WRT's ability to continue as a going concern."

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

                        http://is.gd/helQ0J

Fairfield, N.J.-based Creative Realities, Inc., provides innovative
shopper marketing and digital marketing technology and solutions to
retail companies, individual retail brands, enterprises and
organizations throughout the United States and in certain
international markets.



CUBIC ENERGY: BDO USA Issues Going Concern Qualification
--------------------------------------------------------
Cubic Energy, Inc., filed with the U.S. Securities and Exchange
Commission on Nov. 10, 2014, its annual report on Form 10-K for the
fiscal year ended June 30, 2014.

BDO USA, LLP, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company has
suffered recurring losses from operations, has violated covenants
of its debt agreements, has a working capital deficit and has a net
capital deficiency.

The Company reported net income of $9.11 million on $15.9 million
of total revenues for the fiscal year ended June 30, 2014, compared
with a net loss of $5.93 million on $3.84 million of total revenues
last year.

The Company's balance sheet at June 30, 2014, showed $125 million
in total assets, $127 million in total liabilities, $988 in
redeemable preferred stock and a stockholders' deficit of $1.68
million.

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

                       http://is.gd/cvb2qe

                       About Cubic Energy

Cubic Energy, Inc., headquartered in Dallas, Texas, is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.



D.A.B. GROUP: Wants Exclusive Solicitation Pd. Extended to Mar. 9
-----------------------------------------------------------------
D.A.B. Group LLC filed before the U.S. Bankruptcy Court for the
Southern District of New York a motion for an order extending by 90
days through March 9, 2015, its exclusive period to solicit
acceptances for its plan of reorganization.

Counsel to the Debtor, Kevin J. Nash, Esq., at Goldberg Weprin
Finkel Goldstein LLP, relates that on Oct. 7, 2014, the Debtor
filed a Plan of Reorganization and accompanying Disclosure
Statement.  The Plan was filed in contemplation of a future sale of
the Debtor's Orchard Street, New York property, so as to provide a
vehicle for accomplishing a sale transaction consistent with the
provisions of 11 U.S.C. Sec. 1146(a).  When the Plan and Disclosure
Statement were filed, it was noted that the documents would be
supplemented once a stalking horse contract was procured.

Since then, Mr. Nash relates, the Debtor has been in active
negotiations with Mr. Will Obeid of Arcade Orchard Street LLC, c/o
Arcade Capital, LLC, 401 Park Avenue South, 10th Floor, New York,
New York 10016.

To preserve the status quo while the evolving process continues,
the Debtor seeks an extension of its exclusive period to solicit
acceptances of the Plan.

                         About DAB Group

D.A.B. Group LLC, owner of a stalled 16-story Allen Street Hotel
project in Orchard Street, New York, sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 14-12057) in Manhattan on July 14, 2014,
to pursue a prompt sale of the property.  The case is assigned to
Judge Shelley C. Chapman.

The property has been in the hands of a receiver since July 18,
2011.  Simon J.K. Miller, of Blank Rome LLP, serves as receiver.

J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP, in
New York, serves as counsel to the Debtor.

DAB Group said in a court filing that its property is continguous
to the commercial property owned by its affiliate, 77-79 Rivington
Street Realty LLC (Bankr. S.D.N.Y. Case No. 14-10339).
Accordingly, DAB's Chapter 11 case is being filed as a related
proceeding.


DECISIONPOINT SYSTEMS: Incurs $563K Net Loss for Q3
---------------------------------------------------
DecisionPoint Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $563,000 on $14.14 million of net sales for the three
months ended Sept. 30, 2014, compared with a net loss of $167,000
on $17.57 million of net sales for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2014, showed $25.6 million
in total assets, $27.6 million in total liabilities and total
stockholders' deficit of $1.93 million.

The Company's history of losses, working capital deficit, capital
deficit, minimal liquidity and other factors 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/lZEsFL

Headquartered in Irvine, California DecisionPoint Systems, Inc.,
(NASDAQ:DPSI) sells and installs business mobile computing and
wireless systems.   These systems generally include mobile
computers, mobile application software, and related data capture
equipment including bar code scanners and radio frequency
identification (RFID) readers.



DELL INC: Fitch Raises IDR to 'BB' & Revises Outlook to Positive
----------------------------------------------------------------
Fitch Ratings has upgraded the long-term Issuer Default Rating
(IDR) of Dell, Inc. (Dell) and its direct wholly-owned subsidiary,
Dell International Inc. (Dell International), to 'BB' from 'BB-'.
The Rating Outlook is revised to Positive from Stable.

KEY RATINGS DRIVERS

Dell's ratings and Outlook reflect:

   -- Dell's use of free cash flow (FCF) to repay debt and Fitch's

      expectations for core leverage to fall below 3x by the end
      of fiscal 2015 (Jan. 31, 2015).  Fitch estimates Dell will
      have reduced core debt (excluding debt related to financing
      activities) by $3.3 billion during fiscal 2015.

   -- Adequate financial flexibility supported by Dell's
      significant cash balance, the majority of which is overseas,

      and a largely undrawn $2 billion asset-based revolving
      credit facility, partially offset by a significant and
      increased working capital deficit that could weigh on
      liquidity if revenue materially declines.

   -- Fitch's belief that Dell remains committed to using FCF
      primarily for debt reduction, consistent with the company's
      objective of returning ratings to investment grade.  Fitch
      also believes the company could use a portion of FCF for
      acquisitions to plug product gaps.

Dell has reduced core leverage since the close of the LBO on Oct.
29, 2013 through Oct. 31, 2014 primarily due to sustainable
cost-reduction actions and increasing Enterprise Solutions Group
(ESG) demand (driven by PowerEdge Servers) and favorable conditions
in the commercial PC market (e.g. expiration of Windows XP
support).

   -- Credit metrics improved as expected, especially core (non-
      financing), excluding purchase price accounting adjustments
      (PPA).  Fitch estimates Dell's total core leverage will drop

      below 3x by the end of fiscal 2015 (Jan. 31, 2015) compared
      with 4.6x at Nov. 1, 2013.

   -- Significant scale, which provides procurement efficiencies
      for memory, hard disk drives and other components utilized
      across the hardware business, specifically PCs, servers and
      storage.

   -- Highly diversified revenue base by customer and geography
      (approximately half outside U.S.)

Ratings concerns center on:

   -- The majority of Dell's revenue remains transactional and
      derived from Client Solutions predominantly in the
      commercial market (formerly End User Computing).  Commercial

      PC demand has benefitted from Microsoft's end of support for

      Windows XP in April 2014 but the commercial XP refresh is
      nearing completion, potentially moderating near-term
      commercial PC demand.

   -- Consumer PC demand remains weak and Fitch believes
      meaningful improvement is unlikely, given continued tablet
      substitution in this space.

   -- Aggressive industry pricing environment for PCs and servers,

      particularly for the hyperscale server market.

   -- Limited financial flexibility to make significant
      acquisitions to fill product and service gaps that may arise

      as technologies evolve.

RATINGS SENSITIVITIES

Positive rating actions could occur if:

   -- Consistent positive trends for a sustained period in Client
      Solutions and ESG in conjunction with further debt reduction

      from FCF results in Fitch's expectations for core leverage
      sustained below 2.5x;

   -- Less reliance on secured debt in capital structure.

Negative rating actions could occur if:

   -- Pre-dividend FCF margin remains below 2% for a sustained
      period;

   -- Core leverage exceeds 3.5x for a sustained period from
      significant revenue declines, likely the result of Dell's
      inability to offset further PC market erosion with stronger
      results from enterprise, software and services businesses.

Fitch upgrades Dell's ratings as:

Dell Inc.

   -- Long-term IDR to 'BB' from BB-;
   -- Senior unsecured debt to 'BB' from 'B+'.

Dell International Inc.

   -- Long-term IDR to 'BB' from BB-;
   -- Senior secured first lien ABL facility to 'BBB-' from 'BB+';

   -- Senior secured first lien term loans to 'BBB-' from 'BB+';
   -- Senior secured notes to 'BBB-' from 'BB+'.

The Rating Outlook is revised to Positive from Stable.



DENDREON CORP: Committee Proposes Young Conaway as Co-Counsel
-------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Dendreon Corporation, et al., seeks authority
from the U.S. Bankruptcy Court for the District of Delaware to
retain Young Conaway Stargatt & Taylor, LLP, as its co-counsel,
nunc pro tunc to Nov. 19, 2014.

Young Conaway will serve as Delaware bankruptcy counsel and as
conflicts counsel on any conflicts matters as the Committee may
determine.

Compensation will be payable to Young Conaway on an hourly basis,
plus reimbursement of actual, necessary expenses incurred by Young
Conaway.  The principal attorneys and paralegal presently
designated to represent the Committee and their current standard
hourly rates are:

    a. Pauline K. Morgan    $765 per hour
    b. M. Blake Cleary      $670 per hour
    c. Sean T. Greecher     $475 per hour
    d. Maris J. Kandestin   $430 per hour
    e. Norah M. Roth-Moore  $290 per hour
    f. Debbie Laskin        $240 per hour

Young Conaway has advised the Committee that neither the firm nor
any partner, counsel, or associate thereof holds or represents any
interest adverse to the Committee in the matters upon which the
firm is to be employed.

Pauline K. Morgan, a partner at Young Conaway Stargatt & Taylor,
LLP, attests that her firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code, and as modified by
Section 1107(b).

A hearing on the matter is currently scheduled for Feb. 5, 2015.
Objections are due Jan. 20.

                          About Dendreon

With corporate headquarters in Seattle, Washington, Dendreon
Corporation -- http://www.dendreon.com/-- a biotechnology company

focused on the development of novel cellular immunotherapies to
significantly improve treatment options for cancer patients.
Dendreon's first product, PROVENGE (sipuleucel-T), was approved by
the U.S. Food and Drug Administration (FDA) and became
commercially available for the treatment of men with asymptomatic
or minimally symptomatic castrate-resistant (hormone-refractory)
prostate cancer in April 2010.  Dendreon is traded on the NASDAQ
Global Market under the symbol DNDN.

Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. D. Del.) on Nov. 10, 2014.  The Debtors have
requested that their cases be jointly administered under Case No.
14-12515.  Judge Peter J. Walsh presides over the cases.

Dendreon sought bankruptcy protection after it reached agreements
on the terms of a financial restructuring with certain  holders of
the Company's 2.875% Convertible Senior Notes due 2016
representing 84% of the $620 million aggregate principal amount of
the 2016 Notes.  The financial restructuring may take the form of
a stand-alone recapitalization or a sale of the Company or its
assets.

The Debtors disclosed $365 million in total assets and
$664 million in total liabilities as of June 30, 2014.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP,
as counsel; Lazard Freres & Co. LLC, as investment banker;
AlixPartners, as restructuring advisors; and Prime Clerk LLC as
claims and noticing agent.

The U.S. Trustee for Region 3 appointed five members to the
Official Committee of Unsecured Creditors: American Red Cross;
Document Technologies, LLC; New York Blood Center, Inc.; Piedmont
Bridgewater NJ, LLC; and GlaxoSmithKline plc.  The Committee
selected New York Blood Center, Inc. to serve as its Chair.  The
Committee has engaged Sullivan & Cromwell LLP and Young Conaway
Stargatt & Taylor, LLP, as its counsel


DENDREON CORP: Committee Taps Sullivan & Cromwell as Counsel
------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Dendreon Corporation, et al., seeks authority
from the U.S. Bankruptcy Court for the District of Delaware to
retain Sullivan & Cromwell LLP as its counsel, nunc pro tunc to
Nov. 19, 2014.

As counsel to the Committee, S&C will draw on the combined
experience of its restructuring, mergers and acquisitions,
pharmaceuticals, tax, intellectual property, executive compensation
and benefits and other practice groups in advising fiduciaries on
the negotiation of major corporate restructurings.

S&C has agreed that it will charge for services performed during
the chapter 11 cases, and will apply to the Court for approval of
such charges, on the basis of hourly rates.  S&C and the Committee
have agreed to hourly rates ranging from $995 to $1,150 per hour
for litigation and restructuring partners, $995 to $1,295 per hour
for other partners, $995 to $1,190 per hour for counsel and special
counsel, $460 to $865 per hour for associates and $225 to $355 per
hour for legal assistants.

Michael H. Torkin, a partner at Sullivan & Cromwell LLP, attests
that S&C is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.  

Mr. Torkin disclosed that S&C represents Lazard Freres & Co., the
Debtor's investment banker, and CVC Capital Partners, the ultimate
parent of AlixPartners LLP, the Debtor's restructuring advisor, in
connection with matters unrelated to the Chapter 11 cases.

A hearing on the matter is currently scheduled for Feb. 5, 2015.
Objections are due Jan. 20.

                          About Dendreon

With corporate headquarters in Seattle, Washington, Dendreon
Corporation -- http://www.dendreon.com/-- a biotechnology company

focused on the development of novel cellular immunotherapies to
significantly improve treatment options for cancer patients.
Dendreon's first product, PROVENGE (sipuleucel-T), was approved by
the U.S. Food and Drug Administration (FDA) and became
commercially available for the treatment of men with asymptomatic
or minimally symptomatic castrate-resistant (hormone-refractory)
prostate cancer in April 2010.  Dendreon is traded on the NASDAQ
Global Market under the symbol DNDN.

Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. D. Del.) on Nov. 10, 2014.  The Debtors have
requested that their cases be jointly administered under Case No.
14-12515.  Judge Peter J. Walsh presides over the cases.

Dendreon sought bankruptcy protection after it reached agreements
on the terms of a financial restructuring with certain  holders of
the Company's 2.875% Convertible Senior Notes due 2016
representing 84% of the $620 million aggregate principal amount of
the 2016 Notes.  The financial restructuring may take the form of
a stand-alone recapitalization or a sale of the Company or its
assets.

The Debtors disclosed $365 million in total assets and
$664 million in total liabilities as of June 30, 2014.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP,
as counsel; Lazard Freres & Co. LLC, as investment banker;
AlixPartners, as restructuring advisors; and Prime Clerk LLC as
claims and noticing agent.

The U.S. Trustee for Region 3 appointed five members to the
Official Committee of Unsecured Creditors: American Red Cross;
Document Technologies, LLC; New York Blood Center, Inc.; Piedmont
Bridgewater NJ, LLC; and GlaxoSmithKline plc.  The Committee
selected New York Blood Center, Inc. to serve as its Chair.  The
Committee has engaged Sullivan & Cromwell LLP and Young Conaway
Stargatt & Taylor, LLP, as its counsel.


DENDREON CORP: Reports $22.07-Mil. Net Loss for Sept. 30 Quarter
----------------------------------------------------------------
Dendreon Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $22.07 million on $73.1 million of total revenue for the three
months ended Sept. 30, 2014, compared with a net loss of $67.2
million on $68 million of total revenue for the same period last
year.

The Company's balance sheet at Sept. 30, 2014, showed $340 million
in total assets, $661 million in total liabilities, and a
stockholders' deficit of $320 million.

The commencement of the Chapter 11 cases raises substantial doubt
as to whether the Company will be able to continue as a going
concern for accounting purposes.

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

                       http://is.gd/0cfjvO

                          About Dendreon

With corporate headquarters in Seattle, Washington, Dendreon
Corporation -- http://www.dendreon.com/-- a biotechnology company
focused on the discovery, development and commercialization of
novel cellular immunotherapies to significantly improve treatment
options for cancer patients.  Dendreon's first product, PROVENGE
(sipuleucel-T), was approved by the U.S. Food and Drug
Administration (FDA) and became commercially available for the
treatment of men with asymptomatic or minimally symptomatic
castrate-resistant (hormone-refractory) prostate cancer in April
2010.  Dendreon is traded on the NASDAQ Global Market under the
symbol DNDN.

Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. D. Del.) on Nov. 10, 2014.  The Debtors have
requested that their cases be jointly administered under Case No.
14-12515.  Judge Peter J. Walsh presides over the cases.  The
petitions were signed by Gregory R. Cox, interim chief financial
officer and treasurer.

Dendreon sought bankruptcy protection after it reached agreements
on the terms of a financial restructuring with certain  holders of
the Company's 2.875% Convertible Senior Notes due 2016
representing 84% of the $620 million aggregate principal amount of
the 2016 Notes.  The financial restructuring may take the form of
a stand-alone recapitalization or a sale of the Company or its
assets.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP,
as counsel; Lazard Freres & Co. LLC, as investment banker;
AlixPartners, as restructuring advisors; and Prime Clerk LLC as
claims and noticing agent.

The Debtors disclosed $365 million in total assets and
$664 million in total liabilities as of June 30, 2014.

The U.S. Trustee for Region 3 has appointed five members to the
Official Committee of Unsecured Creditors.



DENDREON CORP: U.S. Trustee Objection to PSAs Overruled
-------------------------------------------------------
The U.S. Bankruptcy Court authorized Dendreon Corporation, et al.,
to assume the plan support agreements reached with noteholders.
The Debtors are authorized to pay the transaction expenses in
connection with the agreements.

The PSAs contemplate a dual-track restructuring.  The PSAs provide
that if the proposed sale process doesn't yield a transaction in
excess of $275 million, the noteholders will support a
reorganization plan under which their claims will be converted to
equity in the reorganized company.

Objections filed, including that of the U.S. Trustee, were denied
and overruled on the merits with prejudice.

The Debtors, in response to the objection of the U.S. Trustee,
averred that the PSAs provide tremendous value to the Debtors by
providing assurances to all vendors, employees, doctors and
patients that the Debtors' business will continue and PROVENGE will
remain available to patients in need.  The Debtors added that the
PSAs were not negotiated with insiders or a narrow group of
creditors that were being preferred, but with noteholders holding
the vast majority of the general unsecured claims in the cases.
Even if the assumption of the PSAs is subject to higher scrutiny,
the value provided by the PSAs is clear and their assumption is
proper.

As reported in the Troubled Company Reporter on Dec. 23, 2014,  
he U.S. Trustee opposed the PSAs, asserting that they are the
result of a non-transparent process and improperly favor a
selected handful of creditors over all others.  The U.S. Trustee
said in a Dec. 10 court filing that the PSAs represent an attempt
to elevate the rights of selected unsecured claimants into rights
somewhat akin to those of a secured creditor, such as the right to
be a qualified bidder and have professional fees paid without
oversight.

                            The PSAs

The Debtors negotiated the Plan Support Agreements with certain
olders of the 2016 Notes issued under the First Supplemental
Indenture, dated January 20, 2011, to the Base Indenture, dated
March 16, 2007, with The Bank of New York Mellon Trust Company,
N.A., as trustee

Specifically, one PSA is by and between the Debtors and certain
funds managed by Deerfield Management Company, L.P., who hold 36
percent of the 2016 Notes. The other PSA, is by and between the
Debtors and certain unaffiliated holders whose combined holdings
equal approximately 48 percent of the 2016 Notes.

The PSAs contemplate that the Debtors will, with the support of
the Supporting Noteholders, pursue a dual path of third-party sale
or plan transaction with a "standalone plan" backstop (the
"Standalone Option).  Specifically, the PSAs provide the framework
for a competitive process whereby prospective buyers may bid to
purchase all or substantially all of the Debtors' non-cash assets
either (i) in a sale pursuant to Sec. 363 of the Bankruptcy Code
(the "363 Sale Option"), or (ii) in the form of a recapitalization
transaction effectuated through a plan of reorganization (the
"Plan Sale Option").

Simultaneously with the filing of the Chapter 11 Cases, the
Debtors have filed a motion seeking approval of the bidding
procedures.  A qualified bid for all or substantially all of the
non-cash assets of the Debtors in a 363 Sale or a Plan Sale must
have a value in excess of $275 million.  The PSAs specify that the
bidding process will be run in parallel with the process for
seeking confirmation of a stand-alone plan of reorganization.

The Debtors propose these dates for the sale process are:

        Dec. 29, 2014      Stalking Horse Deadline
        Jan. 27, 2015      Bid Deadline
        Feb.  3, 2015      Auction
        Jan. 27, 2015      Sale Objection Deadline
        Feb. 10, 2015      Sale Hearing

                 About Dendreon Corporation

With corporate headquarters in Seattle, Washington, Dendreon
Corporation -- http://www.dendreon.com/-- a biotechnology company

focused on the development of novel cellular immunotherapies to
significantly improve treatment options for cancer patients.
Dendreon's first product, PROVENGE (sipuleucel-T), was approved by
the U.S. Food and Drug Administration (FDA) and became
commercially available for the treatment of men with asymptomatic
or minimally symptomatic castrate-resistant (hormone-refractory)
prostate cancer in April 2010.  Dendreon is traded on the NASDAQ
Global Market under the symbol DNDN.

Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. D. Del.) on Nov. 10, 2014.  The Debtors have
requested that their cases be jointly administered under Case No.
14-12515.  Judge Peter J. Walsh presides over the cases.  The
petitions were signed by Gregory R. Cox, interim chief financial
officer and treasurer.

Dendreon sought bankruptcy protection after it reached agreements
on the terms of a financial restructuring with certain  holders of
the Company's 2.875% Convertible Senior Notes due 2016
representing 84% of the $620 million aggregate principal amount of
the 2016 Notes.  The financial restructuring may take the form of
a stand-alone recapitalization or a sale of the Company or its
assets.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP,
as counsel; Lazard Freres & Co. LLC, as investment banker;
AlixPartners, as restructuring advisors; and Prime Clerk LLC as
claims and noticing agent.

The Debtors disclosed $365 million in total assets and
$664 million in total liabilities as of June 30, 2014.

The U.S. Trustee for Region 3 has appointed five members to the
Official Committee of Unsecured Creditors.



EAU TECHNOLOGIES: Incurs $497K Net Loss for Sept. 30 Quarter
------------------------------------------------------------
EAU Technologies, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $497,000 on $54,200 of total revenues for the three months ended
Sept. 30, 2014, compared to a net loss of $401,900 on $324,000 of
total revenues for the same period in the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $1.09 million
in total assets, $9.86 million in total liabilities and total
stockholders' deficit of $8.77 million.

At Sept. 30, 2014 the Company had deficit working capital, deficit
equity and has sustained recurring losses from operations, all of
which raise 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/eTn0Rp

                      About EAU Technologies

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



EXIDE TECHNOLOGIES: Professional Costs Surpass $100 Million
-----------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Exide Technologies' operating report for the
month of November revealed that total professional fees now exceed
$100 million, including $5.3 million in November.  About a third
has gone to restructuring adviser Alvarez & Marsal North America
LLC, the report said.

                     About Exide Technologies

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

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

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

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

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

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

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.


FAITH FAMILY: S&P Lowers Rating on Charter School Bonds to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) to 'BB+' from 'BBB-' on Cameron Education Corp., Texas' and
Higher Education Finance Corp., Texas' charter school bonds, issued
on behalf of Faith Family Academy Charter School (FFA or the
academy).  The outlook is negative.

"The rating downgrade and assignment of a negative outlook reflect
our assessment of the potential credit risks resulting from the
Texas Education Agency's (TEA) notification that the charter for
Faith Family Academy of Oak Cliff has been identified for mandatory
revocation under the Texas Legislature's Senate Bill 2," said
credit analyst Karl Propst.  Under state law, a school's charter
may be revoked if assigned unacceptable financial and/or academic
performance ratings for the three preceding school years. FFA's Oak
Cliff campus (which has the largest enrollment of FFA's two
campuses) had a "substandard achievement" financial accountability
rating for the 2011-2012 school year, and had an "improvement
required" academic accountability rating for the 2012-2013, and
2013-2014 school years.

Should the mandatory revocation result in the closure of the Oak
Cliff campus, S&P's analysis indicates that FFA will have
inadequate cash flow and resources to meet debt service
requirements.  S&P would likely downgrade the rating, potentially
by multiple notches.

The negative outlook reflects S&P's view of the potential credit
risks associated with the charter revocation notice from the TEA
which only affects FFA's Oak Cliff charter.



FRONTIER OILFIELD: Incurs $2.45-Mil. Net Loss for Third Quarter
---------------------------------------------------------------
Frontier Oilfield Services, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
disclosing a net loss of $2.45 million on $3.48 million of revenues
for the three months ended Sept. 30, 2014, compared with a net loss
of $2.72 million on $6.52 million of revenues for the same period
last year.

The Company's balance sheet at Sept. 30, 2014, showed $17.2 million
in total assets, $17.3 million in total liabilities and total
stockholders' deficit of $27,700.

As of Sept. 30, 2014, the Company has generated losses from
operations, has an accumulated deficit and working capital
deficiency.  These factors raise substantial doubt regarding the
Company's ability to continue as a going concern.

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

                       http://is.gd/QlHgXW

Frontier Oilfield Services, Inc. is engaged in the transportation
and disposal of saltwater and other oilfield fluids in Texas.  The
Chico, Texas-based Company currently owns and operates eleven
disposal wells in Texas.



GETTY PETROLEUM: Court Approves EPA Pollution Settlement
--------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Getty Petroleum Marketing Inc. got bankruptcy
court approval on Dec. 17, 2014, to settle claims brought by
federal environmental regulators that could have exceeded $700
million for pollution near the Newtown Creek Superfund site in New
York City.  According to the report, the trustee for the creditors'
trust settled by giving the regulators an approved unsecured claim
for $16 million. It was one of the largest claims in the
bankruptcy, the Bloomberg report pointed out.

                      About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasoline, hydraulic fluids, and lubricating oils through a
network of gas stations.  Getty Petroleum had more than 800 gas
stations in the Mid-Atlantic states.  After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on Dec.
5, 2011.  Judge Shelley C. Chapman presides over the case.  Getty
Petroleum disclosed $46.6 million in assets and $316.8 million in
liabilities as of the Petition Date.

Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as the Debtors' counsel.  Ross, Rosenthal &
Company, LLP, serves as accountants for the Debtors.  The Official
Committee of Unsecured Creditors is represented by Wilmer Cutler
Pickering Hale and Dorr LLP.  Alvarez & Marsal North America, LLC,
serves as the Committee's financial advisors.

The TCR on Aug. 30, 2012, reported that Getty Petroleum's
creditors' committee revised the liquidating
Chapter 11 plan twice and won approval from the bankruptcy judge in
an Aug. 24, 2012 confirmation order.  Confirming the plan required
the use of the cramdown procedure because only 40% of $240 million
in unsecured claims voted in favor.


GLOBAL CLEAN: Hartley Moore Issues Going Concern Qualification
--------------------------------------------------------------
Global Clean Energy Holdings, Inc., filed with the U.S. Securities
and Exchange Commission on Nov. 10, 2014, its annual report on Form
10-K for the year ended Dec. 31, 2013.

Hartley Moore Accountancy Corporation expressed substantial doubt
about the Company's ability to continue as a going concern, citing
that the Company incurred net losses and used cash in operating
activities for the years ended Dec. 31, 2013 and 2012 and has an
accumulated deficit of approximately $28.3 million and negative
working capital at Dec. 31, 2013.

The Company reported a net loss of $7.6 million on $332,320 of
total revenue for the year ended Dec. 31, 2013, compared to a net
loss of $3.28 million on $1.14 million of total revenue in the
prior year.

The Company's balance sheet at Dec. 31, 2013, showed $19.93
million in total assets, $22.63 million in total liabilities and
total stockholders' deficit of $2.7 million.

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

                       http://is.gd/fs4EbR

Torrance, Calif.-based Global Clean Energy Holdings, Inc., is a
multi-national, energy agri-business focused on the development of
non-food based bio-feedstocks.



GLOBAL GEOPHYSICAL: Reports $30.2-Mil. Loss in March 31 Quarter
---------------------------------------------------------------
Global Geophysical Services Inc. filed its quarterly report on Form
10-Q, reporting a net loss of $30.2 million on $64.3 million of
total revenue for the three months ended March 31, 2014, compared
with a net loss of $11.09 million on $83.8 million of total revenue
for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $394 million
in total assets, $456 million in total liabilities, and a
stockholders' deficit of $61.7 million.

The Company's ability to continue as a going concern, however, is
contingent upon, among other factors, the Debtors' ability to
comply with the provisions in their DIP financing, the Bankruptcy
Court's approval of a plan of reorganization in the Bankruptcy Case
and the Debtors' ability to implement such a plan of
reorganization, including obtaining any exit financing.  As a
result of the Bankruptcy Case, the realization of assets and the
satisfaction of liabilities are subject to uncertainty.  While
operating as debtors-in-possession under Chapter 11, the Debtors
may sell or liquidate assets, or settle liabilities, subject to the
approval of the Bankruptcy Court or as otherwise permitted in the
ordinary course of business (subject to restrictions contained in
our Debtor-In-Possession financing), for amounts other than those
reflected in the accompanying Condensed Consolidated Financial
Statements.  Accordingly, uncertainties in the bankruptcy process
raise 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/iJiBDY

                     About Global Geophysical,
                          Autoseis et al.

Global Geophysical Services Inc., a provider of seismic data for
the oil and gas drilling industry, sought bankruptcy protection,
intending to reorganize on its own with additional capital or
explore a sale or other transaction.

Based in Missouri City, Texas, Global Geophysical disclosed assets
of $468.7 million and liabilities totaling $407.3 million as of
Sept. 30, 2013.  Liabilities include $81.8 million on a secured
term loan owing to TPG Specialty Lending Inc. and Tennenbaum
Capital Partners LLC.  TPG is the lenders' agent.  Global also
owes $250 million on two issues of 10.5 percent senior unsecured
notes, with Bank of New York Mellon Trust Co. as indenture
trustee.

Global Geophysical and five affiliates, including Autoseis, Inc.
(lead debtor), filed Chapter 11 petitions in Corpus Christi, Texas
(Bankr. S.D. Tex. Lead Case No. 14-20130) on March 25, 2014.

The Debtors are represented by C. Luckey McDowell, Esq., Omar
Alaniz, Esq., and Ian E. Roberts, Esq., at Baker Botts, LLP, in
Dallas, Texas; and Shelby A. Jordan, Esq., and Nathanial Peter
Holzer, Esq., at Jordan, Hyden, Womble, Culbreth, & Holzer, PC in
Corpus Christi, Texas.  Alvarez & Marsal serves as the Debtors'
restructuring advisors, Fox Rothschild Inc. as financial advisor,
and Prime Clerk as claims and noticing agent.

The U.S. Trustee for Region 7, has selected seven creditors to the
Official Committee of Unsecured Creditors.  The Committee tapped
Greenberg Traurig, LLP as counsel; and Lazard Freres & Co. LLC and
Lazard Middle Market LLC, as financial advisors and investment
bankers.

The Ad Hoc Group of Noteholders and the DIP Lenders are
represented by Marty L. Brimmage, Jr., Esq., Charles R. Gibbs,
Esq., Michael S. Haynes, Esq., and Lacy M. Lawrence, Esq., at Akin
Gump Strauss Hauer & Feld LLP.

Prepetition secured lender TPG is represented by David M. Bennett,
Esq., Tye C. Hancock, Esq., and Joseph E. Bain, Esq., at Thompson
& Knight LLP; and Adam C. Harris, Esq., Lawrence V. Gelber, Esq.,
David M. Hillman, Esq., and Brian C. Tong, Esq., at Schulte Roth &
Zabel LLP.



GRANDPARENTS.COM INC: Posts $3.46-Mil. Net Loss for Q3
------------------------------------------------------
Grandparents.com, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $3.46 million on $58,200 of total revenue for the three months
ended Sept. 30, 2014, compared to a net loss of $2.4 million on
$119,000 of total revenue for the same period in the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $6.42 million
in total assets, $4.21 million in total liabilities and total
stockholders' equity of $2.2 million.

The Company has incurred a net loss of $9.5 million during the nine
months ended Sept. 30, 2014, and used $1.7 million and $3.9 million
in cash for operating activities during the three- and nine-months
ended Sept. 30, 2014, respectively.  Without additional capital
from existing or outside investors or further financing, the
Company's ability to continue to implement its business plan may be
limited.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

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

                       http://is.gd/xCJJ2S

New York-based Grandparents.com, Inc., together with its
consolidated subsidiaries, is a family-oriented social media
company that through its Web site, http://www.grandparents.com/,
serves the age 50+ demographic market.  The website offers
activities, discussion groups, expert advice and newsletters that
enrich the lives of grandparents by providing tools to foster
connections among grandparents, parents, and grandchildren.



HOVNANIAN ENTERPRISES: Fitch Affirms 'B-' IDR; Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Hovnanian Enterprises, Inc.'s (NYSE:
HOV) Issuer Default Rating (IDR) at 'B-'.  The Rating Outlook is
Stable.

KEY RATING DRIVERS

The rating for HOV is influenced by the company's execution of its
business model, land policies, and geographic, price point and
product line diversity.  Risk factors include the cyclical nature
of the homebuilding industry, the company's high debt load and high
leverage.

The Stable Outlook reflects HOV's operating performance, adequate
liquidity position, and moderately better prospects for the housing
sector in 2015.

THE INDUSTRY

Housing should benefit from a steadily expanding economy in 2015.
As byproducts of a smoothly growing economy, employment should show
moderate gains and consumer confidence is expected to improve.
Mortgage rates are expected to increase, similar in size to the
escalation in 2013.  Credit standards should steadily, moderately
ease throughout next year.  Demographics should be more of a
positive catalyst.  More of those younger adults who have been
living at home should find jobs and these 25 - 35 year olds should
provide some incremental elevation to the rental and starter home
markets.

Single-family starts are forecast to rise about 18% to 757,000 and
multifamily volume expands about 7% to 386,000.  Total starts would
be in excess of 1.1 million in 2015.  New home sales are projected
to increase 18% to 515,000.  Existing home volume is expected to
approximate 5.138 million, up 4.3%.

GEOGRAPHIC AND PRICE POINT DIVERSITY

HOV is geographically diversified, offering homes for sale in 201
communities in 34 markets across 16 states.  According to Builder
Magazine, during 2013, the company ranked among the top 10 builders
in such metro markets as Houston and Dallas, TX, Phoenix, AZ,
Washington DC / Arlington, VA / Alexandria, WV markets, New York /
Northern New Jersey, Baltimore, MD, Philadelphia, PA / Camden, NJ /
Wilmington, DE markets, Chicago, IL, Riverside / San Bernardino, CA
and Minneapolis / St. Paul, MN.  Management estimates that about
31% of its 2013 product designs were to first-time homebuyers, 32%
to the move-up segment, 24% to luxury homebuyers and 13% to the
active adult segment.

The company has some concentration in the Houston market, with
about 24% of its 2013 home closings coming from this metro area.
The Houston/Sugarland/Baytown, TX market is one of the largest
metro areas in the U.S., with about 51,500 housing permits issued
during 2013 and roughly 52,500 housing permits issued through the
first 10 months of 2014.  Fitch is somewhat concerned with the
potential impact of lower oil prices on the economy of this metro
area.  The unemployment rate for the Houston/Sugarland/Baytown
metro market was 4.7% in October 2014.  Management indicated that
its net orders per community in the Houston market increased 11%
during the month of November.

While the Houston market is HOV's largest market in terms of home
deliveries, it is not the largest market in terms of land
investment.  Management indicated that its strategy in Houston has
been purchasing finished lots on a quarterly take down basis, which
somewhat limits the company's exposure and risk in a downside
scenario.  Total deliveries in the company's southwest region
(which includes Arizona and Texas) represented about 43.5% of total
consolidated deliveries during fiscal year (FY) 2014.  On the other
hand, HOV's assets in the southwest region represented about 27.4%
of total homebuilding assets.  Owned lots in this region were 2,499
lots or 14.1% of HOV's total owned lot position as of Oct. 31,
2014.

HOV's HOMEBUILDING OPERATIONS

HOV's homebuilding revenues during FY 2014 (ending Oct. 31, 2014)
increased 12.1% to $2.02 billion as home deliveries grew 4.4% to
5,497 homes and the average selling price advanced 8.1% to
$366,202.  Homebuilding gross profit margins (excluding inventory
impairments and lot option abandonments) improved slightly to 17.3%
during FY2014 compared with 17.2% during FY2013.  SG&A as a
percentage of homebuilding sales increased to 12.6% during FY2014
from 12.2% last year.  The company reported pre-tax income of $20.2
million during FY2014 compared with $21.9 million during FY2013.

New home orders were relatively flat during FY2014, although net
orders increased 7.9% during the fourth quarter as the company's
community count grew 4.7% and the net contracts per community
improved 3.2% during the period.  HOV ended FY2014 with 2,229 homes
in backlog (up 2.9% YOY) with a value of $855.8 million (up 12.3%
YOY).

Fitch expects HOV's revenues will increase mid-teens next year from
greater home deliveries and modestly higher average selling prices.
Fitch expects margin pressure during FY2015 due to higher land,
labor and materials costs.  Nevertheless, Fitch expects HOV will
remain profitable next year, although at a lower level compared
with FY2014 due to the additional interest expense associated with
its recently issued $250 million 8% senior unsecured notes.

CREDIT METRICS

Leverage at the end of FY2014 was 10.0x compared with 10.0x at the
end of FY2013 and 16.5x at the end of FY2012.  EBITDA to interest
coverage is low at 1.2x for FY2014 compared with 1.2x in FY2013 and
0.7x in FY2012.  Fitch expects HOV's credit metrics will remain
weak during the next 12 months, with leverage situating around
10.0x - 11.0x and interest coverage of roughly 1.0x - 1.2x at the
end of FY2015.

LIQUIDITY

The company ended FY2014 with $255.1 million of unrestricted cash
and $48 million of borrowing availability under its $75 million
unsecured revolving credit facility maturing in 2018.  The company
has been operating at or above the top of its target liquidity
range of $170 million to $245 million since the end of FY2012.
Subsequent to the end of FY2014, HOV issued $250 million of senior
unsecured notes due 2019.  This new issuance further enhances the
company's liquidity position.

HOV has some upcoming debt maturities over the next three years,
including $61 million of senior notes maturing in October 2015,
$172 million of senior notes coming due in January 2016, $86.5
million of senior notes maturing in May 2016 and $121 million of
senior notes coming due in January 2017.  Fitch expects the company
will refinance these debt maturities.

LAND STRATEGY

At Oct. 31, 2014, the company controlled 37,820 lots (including
unconsolidated JVs), of which 46.9% were owned and the remaining
lots controlled through options and JV partnerships.  Based on
latest twelve months closings, HOV controlled 6.4 years of land
(including unconsolidated JVs) and owned 3.2 years of land.  As is
the case with other public homebuilders, the company is rebuilding
its land position and opportunistically acquiring land.  Total lots
controlled increased 9% YOY while owned lots grew 8.5%.

HOV spent $585 million on land and development during FY2014
compared with $502 million spent on land and development activities
during FY2013, $364 million expended during FY2012 and $400 million
spent during FY2011.  The company reported cash flow from
operations of negative $190.6 million during FY2014 compared with
positive CFFO of $9.3 million during FY2013.

Fitch expects HOV will be cash flow negative again in FY2015 as it
continues to build its land position.  Management indicated that
land and development spending will be governed by its liquidity
position.  Fitch expects the company will continue to have
liquidity above or at the upper end of its stated target range
during the next 12 - 18 months.

RATING SENSITIVITIES

Future ratings and Outlooks will be influenced by broad
housing-market trends as well as company specific activity, such as
trends in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and especially free cash flow trends and
uses, and the company's cash position.

HOV's ratings are constrained in the intermediate term because of
relatively high leverage and low coverage metrics.  However,
positive rating actions may be considered if the recovery in
housing is maintained and is meaningfully better than Fitch's
current outlook, HOV shows continuous improvement in credit metrics
(particularly debt-to-EBITDA consistently below 8x and interest
coverage above 2x), and preserves a healthy liquidity position.

A negative rating action could be triggered if the industry
recovery dissipates; HOV's 2015 revenues drop high-teens while the
pretax loss approaches 2012 levels; and HOV's liquidity position
falls sharply, perhaps below $125 million.

Fitch has affirmed these ratings:

   -- Long-term Issuer Default Rating (IDR) at 'B-';
   -- Senior secured notes due 2021 at 'CCC+/RR5';
   -- Senior unsecured notes at 'CCC/RR6';
   -- Senior unsecured exchangeable notes due 2017 at 'CCC/RR6';
   -- Series A perpetual preferred stock at 'CCC-/RR6'.

Fitch has also upgraded these ratings:

   -- Senior secured first lien notes due 2020 to 'BB-/RR1' from
      'B+/RR2';

   -- Senior secured second lien notes due 2020 to 'B-/RR4' from
      'CCC/RR6';

The Rating Outlook is Stable.

The higher recoveries for the senior secured first lien and second
lien notes are based on Fitch's estimate of a greater enterprise
value for the company.  Fitch applied a going concern valuation
analysis for these RRs.

Fitch's Recovery Rating (RR) of 'RR1' on HOV's senior secured
first-lien notes indicates excellent recovery prospects for holders
of these debt issues.  The 'RR2' on the second lien notes due 2020
indicates superior recovery prospects while the 'RR5' on the senior
secured notes due 2021 indicates below-average recovery prospects
in a default scenario.  The 'RR6' on HOV's senior unsecured notes
and preferred stock indicates poor recovery prospects in a default
scenario.  HOV's exposure to claims made pursuant to performance
bonds and the possibility that part of these contingent liabilities
would have a claim against the company's assets were considered in
determining the recovery for the unsecured debtholders.



IBCS MINING: Assets Sold to Southern Coal Corp.
-----------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that a bankruptcy judge in Lynchburg, Virginia,
signed an order on Dec. 17 authorizing IBCS Mining Inc. to sell its
Kentucky assets to Southern Coal Corp. for $1.35 million in cash
plus the assumption of specified liabilities.  According to the
report, from the first proceeds of the sale, IBCS will pay off
bankruptcy loan by Community Trust Bank Inc.

                        About IBCS Mining

IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division, filed
Chapter 11 bankruptcy petitions (Bankr. W.D. Va. Case Nos. 14-61215
and 14-61216) on June 27, 2014.  The Court on July 8, 2014,
authorized the joint administration of the cases.  The cases are
assigned to Judge Kevin R. Huennekens.  

IBCS Mining estimated assets and debts of at least $10 million.
IBCS Mining Inc. disclosed $6.91 million in assets and $7.28
million in liabilities.  

Hirschler Fleischer, P.C., serves as the Debtors' counsel.  The
U.S. Trustee for Region 4 appointed two creditors to serves in an
official committee of unsecured creditors.



IKANOS COMMUNICATIONS: Has $10.3-Mil. Loss in Sept. 28 Quarter
--------------------------------------------------------------
Ikanos Communications, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $10.3 million on $11.08 million of revenue for the
three months ended Sept. 28, 2014, compared with a net loss of
$8.66 million on $16.9 million of revenue for the three months
ended Sept. 29, 2013.

The Company's balance sheet at Sept. 28, 2014, showed $33.7 million
in total assets, $18.07 million in total liabilities and total
stockholders' equity of $15.7 million.

As a result of its recurring losses from operations and the need to
stay in compliance with certain debt covenants, if the Company is
unable to raise sufficient additional capital through the Rights
Offering or through alternative debt or equity arrangements, there
will be uncertainty regarding its ability to maintain liquidity
sufficient to operate its business effectively, which raises
substantial doubt as to the Company's ability to continue as a
going concern.  There can be no assurance that such additional
capital, whether in the form of debt or equity financing, will be
sufficient or available and, if available, that such capital will
be offered on terms and conditions acceptable to the Company.

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

                       http://is.gd/25OL6M

                   About Ikanos Communications

Ikanos Communications, Inc. (Ikanos) is a provider of advanced
broadband semiconductor and integrated firmware products for the
digital home.  The Company's broadband digital subscriber line
(DSL), communications processors and other offerings power access
infrastructure and customer premises equipment (CPE) for many of
the network equipment manufacturers and telecommunications service
providers.  The Company's products are at the core of digital
subscriber line access multiplexers (DSLAMs), optical network
terminals (ONTs), concentrators, modems, voice over Internet
Protocol (VoIP) terminal adapters, integrated access devices
(IADs) and residential gateways (RGs).  The Company's products
have been deployed by service providers in Asia, Europe and North
and South America.



IPAYMENT INC: S&P Raises CCR to 'B-' from 'SD'; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services, on Dec. 31, 2014, raised its
corporate credit rating on New York City-based iPayment Inc. to
'B-' from 'SD'.  The rating outlook is stable.

At the same time, S&P assigned its 'CCC' issue-level rating to the
$296 million second-lien notes due Dec. 15, 2019.  The recovery
rating is '6', indicating S&P's expectation for negligible recovery
(0%-10%) for the noteholders in the event of a payment default.

Additionally, S&P raised its issue-level ratings on the existing
first-lien credit facilities to 'B' from 'CCC-'.  The recovery
rating remains '2', indicating S&P's expectation for substantial
(70%-90%) recovery for these lenders in the event of a payment
default.

Finally, S&P raised its issue-level ratings on the company's
approximately $30 million remaining outstanding principal of 10.25%
senior unsecured notes due May 2018 and iPayment Holdings Inc.'s
remaining PIK notes due November 2018 to 'CCC' from 'D'. The
recovery ratings remain '6', indicating S&P's expectation for
negligible (0%-10%) recovery for these noteholders in the event of
a payment default.

The rating action follows iPayment's completed distressed exchange
transactions, whereby the company exchanged nearly all of its
10.25% senior unsecured notes and the holding company's unsecured
PIK notes for a combination of new second-lien notes, common
equity, and warrants.  The modest remaining stub principal of the
senior notes and PIK notes, collectively about $30 million, will
mature in May 2018 and November 2018, respectively.  The
transactions result in a significant reduction of about $21 million
annually in interest expense, thereby improving iPayment's
liquidity position.

"The stable outlook reflects our view that iPayment will maintain
relatively stable revenues and EBITDA margins over the next 12
months, despite a competitive industry operating environment," said
Standard & Poor's credit analyst Jenny Chang.  "The outlook also
reflects our view that the company will maintain headroom on the
amended financial covenants of its first-lien credit facility over
the coming year."

Although unlikely over the next 12 months, S&P could raise the
rating if the company is able to generate sustained growth to its
revenues, EBITDA, and free cash flow, resulting in adequate or
better liquidity, with 15% or greater cushion under the financial
maintenance covenants of its credit facility.

S&P could lower the rating if competitive pressures lead to lower
revenues or EBITDA margins, such that deteriorating covenant
cushion under its credit facility or negative free cash flow
constrain liquidity.

                             Dec. 30 Rating

Previously, on Dec. 30, 2014, S&P lowered its corporate credit
rating on New York City-based iPayment Inc. to 'SD' (selective
default) from 'CC'.  At the same time, S&P lowered its issue-level
ratings on the company's 10.25% senior unsecured notes and iPayment
Holdings Inc.'s PIK notes to 'D' from 'C'.

"The downgrades follow iPayment's completion of a distressed
exchange transaction," said Standard & Poor's credit analyst Jenny
Chang.

The company exchanged approximately 94% of its 10.25% senior notes
for a combination of new second-lien notes bearing an annual
interest rate of 9.5% and maturing in 2019 and common stock and
warrants of the company.  The company also exchanged approximately
99% of iPayment Holdings Inc.'s PIK notes into a combination of the
new second-lien notes, common stock, and warrants.  The remaining
balances of the senior notes and PIK notes will stay on the balance
sheet and will mature in May and November 2018, respectively.  S&P
treats the exchange transactions as tantamount to a default, based
on its criteria, because the investors received less principal and
interest than the securities originally promised.

S&P said on Dec. 30 it will raise the corporate credit rating to
'B-' from 'SD' with a stable outlook over the next few days,
reflecting the company's revised capital structure and current
business prospects.



KODIAK OIL: S&P Raises CCR to BB+ & Removes Rating from Watch Pos.
------------------------------------------------------------------
Standard & Poor's Ratings Services said it removed its ratings on
Kodiak Oil & Gas from CreditWatch, where S&P placed them with
positive implications on July 16, 2014, following Whiting Petroleum
Corp.'s announcement that it would acquire Kodiak for about $6
billion, including assumed debt.  S&P assess Kodiak to be a "core"
subsidiary of Whiting.  S&P is raising the corporate credit rating
on Kodiak to 'BB+' (same as Whiting) from 'B+'.  In addition, S&P
is raising the senior unsecured ratings of Kodiak to 'BB+' (same as
Whiting) from 'B' and revising the recovery rating to '4' (same as
Whiting) from '5'.  The Kodiak senior unsecured ratings are on
CreditWatch with negative implications (same as Whiting).  The
outlook on the corporate credit rating is stable.

"The upgrade of Kodiak Oil & Gas' corporate credit rating and
senior unsecured ratings reflects its acquisition by Whiting and
our assessment of Kodiak as a "core" subsidiary," said Standard &
Poor's credit analyst Paul Harvey.

S&P assess Kodiak as a "core" entity as defined under S&P's group
rating methodology.  S&P expects Whiting will provide extraordinary
support for Kodiak, as reflected in its guarantee of Kodiak's debt,
and that Kodiak will realize the benefits of Whiting's extensive
business relationships for processing and transporting products.

The stable outlook on Kodiak reflects that of Whiting.  The stable
rating outlook on Whiting reflects S&P's expectation that the
company will successfully complete the Kodiak acquisition, and
maintain FFO to debt above 30%.

S&P could lower the rating if it expected FFO/debt to fall below
30% for a sustained period, which would most likely occur if the
company became more aggressive with regard to capital expenditures
or acquisitions.

S&P could consider a positive rating action if Whiting continued to
expand its reserves and production base outside of the Bakken
production region, while bringing FFO/debt above 45% and capital
spending more in line with cash flows.



LABOR SMART: Reports $1.09-Mil. Net Loss in Third Quarter
---------------------------------------------------------
Labor Smart, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $1.09 million on $6.85 million of revenues for the three months
ended Sept. 26, 2014, compared with a net loss of $419,000 on $5.34
million of revenues for the three months ended Sept. 30, 2013.

The Company's balance sheet at Sept. 26, 2014, showed $5.35 million
in total assets, $7.73 million in total liabilities and total
stockholders' deficit of $2.38 million.

The Company requires capital for its contemplated operational and
marketing activities.  The Company's ability to raise additional
capital through the future issuances of common stock is unknown.
The Company had a net loss of $3.08 million for the nine months
ended Sept. 26, 2014.  Additionally, the operating activities of
the Company used $2.9 million net cash during the same nine month
period.  The obtainment of additional financing and increasingly
profitable operations are necessary for the Company to continue
operations.  The ability to successfully resolve these factors
raise substantial doubt about the Company's ability to continue as
a going concern.

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

                       http://is.gd/bAaa3C

Powder Springs, Ga.-based Labor Smart, Inc., was incorporated in
the State of Nevada on May 31, 2011.  The Company is a provider of
temporary employees to the construction, manufacturing,
hospitality, restoration and retail industries.  At June 30, 2013,
the Company was operating 14 branches located in 9 states.



LAW OFFICE OF JAMES S. DELSORDO: Files for Chapter 11 in Virginia
-----------------------------------------------------------------
The Law Office of James S. DelSordo filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Va. Case No. 14-14688) on Dec. 18, 2014.  The
case is assigned to Judge Brian F. Kenney.

The firm has an address of 9255 Center St., Suite 307, Manassas,
Va. 20110.

The Debtor estimated $100,001 to $500,000 in assets and $0 to
$50,000 in debt.  It largest unsecured creditors were not
disclosed.

The principal of the firm is representing the firm in its Chapter
11 case:

         James Stephen DelSordo, Esq.
         ARGUS LEGAL, LLC
         9255 Center St., Suite 307
         Manassas, VA 20110
         Tel: (703) 368 8770
         E-mail: delsordo@arguslawfirm.com


LDK SOLAR: Extraordinary General Meeting Set for Jan. 22
--------------------------------------------------------
LDK Solar Co., Ltd., said in a regulatory filing that the
extraordinary general meeting of shareholders will be held on Jan.
22, 2015.

LDK Solar filed its report on Form 20-F for the fiscal year ended
Dec. 31, 2013, with the U.S. Securities and Exchange Commission on
Nov. 5, 2014.  A copy of the report is available at
http://1.usa.gov/1AoBwC3

              Schemes of Arrangement Become Effective

LDK Solar and its Joint Provisional Liquidators, Tammy Fu and
Eleanor Fisher, both of Zolfo Cooper (Cayman) Limited, said on Dec.
10, 2014, that the Cayman Islands schemes of arrangement in respect
of LDK Solar and LDK Silicon & Chemical Technology Co., Ltd. and
the Hong Kong schemes of arrangement in respect of LDK Solar, LDK
Silicon and LDK Silicon Holding Co., Limited became effective as of
that day.  The Cayman Islands schemes of arrangement were
previously sanctioned by the Grand Court of the Cayman Islands, and
the Hong Kong schemes of arrangement were previously sanctioned by
the High Court of Hong Kong.

LDK Solar and the JPLs also confirmed that pursuant to an order of
the Cayman Court dated Dec. 10, 2014, the powers of the JPLs were
suspended (except for certain residual powers required to finalize
the provisional liquidation) and the powers of the directors of LDK
Solar were restored. With effect from December 10, the directors
may exercise all their powers as such, subject to the powers
granted to the scheme supervisors in respect of the Schemes.

Pursuant to the terms of the Schemes, the consummation of the
restructuring transactions as contemplated in the Schemes was to
occur on Dec. 17, 2014.

On Dec. 18, 2014, LDK stated that, pursuant to the terms of the
Cayman Islands schemes of arrangement in respect of LDK Solar and
LDK Silicon & Chemical Technology Co., Ltd. and the Hong Kong
schemes of arrangement in respect of LDK Solar, LDK Silicon and LDK
Silicon Holding Co., Limited, the closing date for the
restructuring transactions in respect of LDK Solar's senior
noteholders and preferred shareholders, as contemplated in the
Schemes, occurred on Dec. 17, 2014.

                          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 in February 2014 filed in the Cayman Islands for the
appointment of provisional liquidators, four days before it was due
to make a $197 million bond repayment.  Its Joint Provisional
Liquidators are Tammy Fu and Eleanor Fisher, both of Zolfo Cooper
(Cayman) Limited.

In September 2014, LDK Solar, LDK Silicon and LDK Silicon Holding
Co., Limited each applied to file an originating summons to
commence their restructuring proceedings in the High Court of Hong
Kong.

On Oct. 21, 2014 three U.S. subsidiaries of LDK Solar, LDK Solar
Systems, Inc., LDK Solar USA, Inc. and LDK Solar Tech USA, Inc.
filed voluntary petitions to reorganize under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware. The lead case is In re LDK
Solar Systems, Inc. (Bankr. D. Del., Case No. 14-12384).
On Oct. 21, 2014, LDK Solar filed a petition in the same U.S.
Bankruptcy Court for recognition of the provisional liquidation
proceeding in the Grand Court of the Cayman Islands. The Chapter
15 case is In re LDK Solar CO., Ltd. (Bankr. D. Del., Case No. 14-
12387).

The U.S. Debtors' General Counsel is Jessica C.K. Boelter, Esq., at
Sidley Austin LLP, in Chicago, Illinois. The U.S. Debtors'
Delaware counsel is Robert S. Brady, Esq., Maris J. Kandestin,
Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt &
73 Taylor, LLP, in Wilmington, Delaware.  The U.S. Debtors'
financial advisor is Jefferies LLC.  The Debtors' voting and
noticing agent is Epiq Bankruptcy Solutions, LLC.

The U.S. Debtors commenced the Chapter 11 Cases in order to
implement the prepackaged plan of reorganization, with respect to
which the U.S. Debtors launched a solicitation of votes on
Sept. 17, 2014 from the holders of LDK Solar's 10% Senior Notes due
2014, as guarantors of the Senior Notes, and required such holders
of the Senior Notes to return their ballots by Oct. 15, 2014.
Holders of the Senior Notes voted overwhelmingly in favor of
accepting the Prepackaged Plan.



LDK SOLAR: Forgives $46MM SPI Receivable in Exchange for $11MM
--------------------------------------------------------------
A subsidiary of LDK Solar Co., Ltd., in provisional liquidation --

LDK Solar International Company Limited ("LDK Solar HK") -- has
entered into a settlement and mutual release agreement with Solar
Power, Inc., an associate with approximately 30% of equity
investment by LDK Solar Co.  Pursuant to the arrangement, LDK
Solar HK agreed to release and discharge SPI from all actions,
claims, demands, damages, obligations, liabilities, controversies
and executions arising out of SPI's payables of approximately $46
million to LDK Solar HK and subsidiaries, in exchange for a
settlement amount of $11 million, in addition to $17 million
already paid by SPI.  Pursuant to the settlement and mutual
release agreement, SPI will pay the $11 million additional
settlement amount in seven installments before December 31, 2015
in accordance with an agreed schedule. Unless extended with mutual

agreement, LDK Solar HK is entitled to revoke the settlement
arrangement should SPI default in the payment of any agreed
installment for more than 30 days.

              Schemes of Arrangement Become Effective

LDK Solar and its Joint Provisional Liquidators, Tammy Fu and
Eleanor Fisher, both of Zolfo Cooper (Cayman) Limited, said on
Dec. 10, 2014, that the Cayman Islands schemes of arrangement in
respect of LDK Solar and LDK Silicon & Chemical Technology Co.,
Ltd. and the Hong Kong schemes of arrangement in respect of LDK
Solar, LDK Silicon and LDK Silicon Holding Co., Limited became
effective as of that day.  The Cayman Islands schemes of
arrangement were previously sanctioned by the Grand Court of the
Cayman Islands, and the Hong Kong schemes of arrangement were
previously sanctioned by the High Court of Hong Kong.

LDK Solar and the JPLs also confirmed that pursuant to an order of
the Cayman Court dated Dec. 10, 2014, the powers of the JPLs were
suspended (except for certain residual powers required to finalize

the provisional liquidation) and the powers of the directors of
LDK Solar were restored.  The consummation of the restructuring
transactions as contemplated in the Schemes was to occur on
Dec. 17, 2014.

On Dec. 18, 2014, LDK stated that, pursuant to the terms of the
Cayman Islands schemes of arrangement in respect of LDK Solar and
LDK Silicon & Chemical Technology Co., Ltd. and the Hong Kong
schemes of arrangement in respect of LDK Solar, LDK Silicon and
LDK Silicon Holding Co., Limited, the closing date for the
restructuring transactions in respect of LDK Solar's senior
noteholders and preferred shareholders, as contemplated in the
Schemes, occurred on Dec. 17.

                          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 in February 2014 filed in the Cayman Islands for the
appointment of provisional liquidators, four days before it was due
to make a $197 million bond repayment.  Its Joint Provisional
Liquidators are Tammy Fu and Eleanor Fisher, both of Zolfo Cooper
(Cayman) Limited.

In September 2014, LDK Solar, LDK Silicon and LDK Silicon Holding
Co., Limited each applied to file an originating summons to
commence their restructuring proceedings in the High Court of Hong
Kong.

On Oct. 21, 2014 three U.S. subsidiaries of LDK Solar, LDK Solar
Systems, Inc., LDK Solar USA, Inc. and LDK Solar Tech USA, Inc.
filed voluntary petitions to reorganize under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware. The lead case is In re LDK
Solar Systems, Inc. (Bankr. D. Del., Case No. 14-12384).
On Oct. 21, 2014, LDK Solar filed a petition in the same U.S.
Bankruptcy Court for recognition of the provisional liquidation
proceeding in the Grand Court of the Cayman Islands. The Chapter
15 case is In re LDK Solar CO., Ltd. (Bankr. D. Del., Case No. 14-
12387).

The U.S. Debtors' General Counsel is Jessica C.K. Boelter, Esq., at
Sidley Austin LLP, in Chicago, Illinois. The U.S. Debtors'
Delaware counsel is Robert S. Brady, Esq., Maris J. Kandestin,
Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt &
73 Taylor, LLP, in Wilmington, Delaware.  The U.S. Debtors'
financial advisor is Jefferies LLC.  The Debtors' voting and
noticing agent is Epiq Bankruptcy Solutions, LLC.

The U.S. Debtors commenced the Chapter 11 Cases in order to
implement the prepackaged plan of reorganization, with respect to
which the U.S. Debtors launched a solicitation of votes on
Sept. 17, 2014 from the holders of LDK Solar's 10% Senior Notes due
2014, as guarantors of the Senior Notes, and required such holders
of the Senior Notes to return their ballots by Oct. 15, 2014.
Holders of the Senior Notes voted overwhelmingly in favor of
accepting the Prepackaged Plan.



LDK SOLAR: Has Deposit Agreement With JPMorgan Chase
----------------------------------------------------
LDK Solar Co., Ltd.,  filed with the U.S. Securities and Exchange
Commission on Dec. 16, 2014, a copy of the POST-EFFECTIVE AMENDMENT

NO. 1 TO FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933 For Depositary Shares Evidenced by American Depositary
Receipts.  A copy of the document is available at
http://1.usa.gov/1xIBIy9

LDK Solar also filed with the U.S. SEC a copy of the AMENDED AND
RESTATED DEPOSIT AGREEMENT dated as of [DATE], 2014 among LDK
SOLAR CO., LTD. and its successors, JPMORGAN CHASE BANK, N.A., as
depositary, and all holders from time to time of American
Depositary Receipts issued ("ADRs") evidencing American Depositary

Shares ("ADSs") representing deposited Shares.

The Company appointed JPMorgan as depositary for the Deposited
Securities and authorized and directed the Depositary to act in
accordance with the terms set forth in the Deposit Agreement.  A
copy of the Deposit Agreement is available at
http://1.usa.gov/1F7rYky

                          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 in February 2014 filed in the Cayman Islands for the
appointment of provisional liquidators, four days before it was
due to make a $197 million bond repayment. Its Joint
Provisional Liquidators are Tammy Fu and Eleanor Fisher, both of
Zolfo Cooper (Cayman) Limited, on Oct. 22.

In September 2014, LDK Solar, LDK Silicon and LDK Silicon Holding
Co., Limited each applied to file an originating summons to
commence their restructuring proceedings in the High Court of Hong
Kong.

On Oct. 21, 2014 three U.S. subsidiaries of LDK Solar, LDK Solar
Systems, Inc., LDK Solar USA, Inc. and LDK Solar Tech USA, Inc.
filed voluntary petitions to reorganize under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware. The lead case is In re LDK
Solar Systems, Inc. (Bankr. D. Del., Case No. 14-12384).
On Oct. 21, 2014, LDK Solar filed a petition in the same U.S.
Bankruptcy Court for recognition of the provisional liquidation
proceeding in the Grand Court of the Cayman Islands. The Chapter
15 case is In re LDK Solar CO., Ltd. (Bankr. D. Del., Case No. 14-
12387).

The U.S. Debtors' General Counsel is Jessica C.K. Boelter, Esq.,
at Sidley Austin LLP, in Chicago, Illinois. The U.S. Debtors'
Delaware counsel is Robert S. Brady, Esq., Maris J. Kandestin,
Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt &
73 Taylor, LLP, in Wilmington, Delaware. The U.S. Debtors'
financial advisor is Jefferies LLC. The Debtors' voting and
noticing agent is Epiq Bankruptcy Solutions, LLC.

The U.S. Debtors commenced the Chapter 11 cases in order to
implement the prepackaged plan of reorganization, with respect to
which the U.S. Debtors launched a solicitation of votes on
Sept. 17, 2014 from the holders of LDK Solar's 10% Senior
Notes due 2014, as guarantors of the Senior Notes, and required
such holders of the Senior Notes to return their ballots by
October 15, 2014. Holders of the Senior Notes voted
overwhelmingly in favor of accepting the Prepackaged Plan.


LDR INDUSTRIES: Court 2nd Modified DIP Financing Order
------------------------------------------------------
The Bankruptcy Court issued a second modified final order in
connection with LDR Industries, LLC's motion to obtain
postpetition financing and use cash collateral.  A copy of the
second amended order is available for free at:

    http://bankrupt.com/misc/LDRInd-92_2ndAorder_cashcoll.pdf

                       About LDR Industries

For over 75 years, Chicago-based LDR Industries and its
predecessor companies have engaged in the distribution of plumbing
products to the home improvement industry, including faucets,
showers, sinks, toilet seats and variety of other specialty lines
such as lead-free valves.

LDR Industries, LLC, sought Chapter 11 protection (Bankr. N.D.
Ill. Case No. 14-32138) in Chicago, Illinois on Sept. 2, 2014,
with plans to sell the business following a dispute with the U.S.
Customs.

The bankruptcy case is assigned to Honorable Judge Pamela S.
Hollis.  The Debtor is represented by attorneys at Reed Smith LLP.

The Debtor disclosed $27,538,561 in assets and $29,751,647 in
liabilities as of the Chapter 11 filing.



LEHMAN BROTHERS: Barclays Wins $2.5 Million on FirstBank Contempt
-----------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that U.S. District Judge Naomi Reice Buchwald ruled
on Dec. 18 that FirstBank Puerto Rico committed a willful violation
of a "clear and unambiguous" bankruptcy court order and was
properly held in contempt by the judge presiding over the Lehman
Brothers Holdings Inc. bankruptcy.

According to the report, unless FirstBank convinces the federal
circuit court that Judge Buchwald is wrong, the decision will
cost the bank at least $2.5 million.  The report related that Judge
Buchwald agreed with former bankruptcy judge James Peck when he
ruled that Lehman Brothers properly sold securities to Barclays
free of claims, including FirstBank's.  Judge Buchwald said that
evidence of FirstBank's contempt was "clear and convincing," the
report further related.

The appeal is FirstBank Puerto Rico v. Barclays Capital Inc. (In re
Lehman Brothers Holdings Inc.), 14-1935, U.S. District Court,
Southern District New York (Manhattan).

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was  
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

As of Oct. 2, 2014, Lehman's total distributions to unsecured
creditors have amounted to $92.0 billion.  As of Sept. 30, 2014,
the brokerage trustee has substantially completed customer claims
distributions, distributing more than $106 billion to 111,000
customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LONG BEACH: SNCH Balks at Bid to Obtain $1.5MM DIP Financing
------------------------------------------------------------
South Nassau Communities Hospital objected to Long Beach Medical
Center, et al.'s motion to (i) obtain a $1.5 million postpetition
secured, super-priority financing facility from MLPA Acquisition 1,
LLC and MLAP Acquisition II, LLC; and (ii) continue using the cash
collateral.

Prior to the Petition Date, SNCH made a junior secured loan to the
Debtors to allow it to commence the proceedings and institute a
sale process for both its hospital and nursing home assets where it
was acting as a stalking horse bidder.  At the request of the
Debtors and the Committee, SNCH agreed to purchase only the
hospital assets so the Debtors could proceed with a separate
sale of the nursing home assets.  SNCH agreed to the request, in
large part, based on assurances that its prepetition junior secured
loan would be paid from the proceeds of the sale of the nursing
home, which was on an "as is, where is" basis, with no downward
adjustment for the amount of beds ultimately approved by the
Department of Health.

SNCH explained that, among other things:

   1. the Debtors have not demonstrated that SNCH's interests are
adequately protected;

   2. the MLAP DIP loan should be right-sized with a budget
tailored to critical, actual and necessary expenses.

   3. the carve-out should include a cap on allowed fees.

                     DIP Financing Motion

The Debtors, in their motion, stated that they will use the DIP
financing for general working capital purposes, general corporate
purposes relating to the postpetition operations and the costs and
expenses associated with the cases.

Pension Benefit Guaranty Corporation, South Nassau Communities
Hospital and other secured creditors assert interest in the
Komanoff Collateral (Long Beach Memorial Nursing Home, Inc. doing
business as The Komanoff Center for Geriatric and Rehabilitative
Medicine).

As of the Petition Date, the balance due on the 1998 Series A
Project Revenue Bonds was $172,527, and the balance of the mortgage
repayment and operating escrow sum is $41,118 and $345,307,
respectively.  The Debtors are in the process of finalizing an
arrangement with HFA to satisfy the remaining balance out of the
mortgage repayment and operating escrow
and obtain a refund of any amounts in excess of such balance.

As adequate protection from any diminution in value of the lenders'
collateral, the Debtors will grant the lenders security interests,
liens, and superpriority administrative claims status

The Pension Benefit Guaranty Corporation, South Nassau Communities
Hospital and other secured creditors assert interest in the
Komanoff Collateral.

As of the Petition Date, the balance due on the 1998 Series A
Project Revenue Bonds was $172,527, and the balance of the mortgage
repayment and operating escrow sum is $41,118 and $345,307,
respectively.  The Debtors are in the process of finalizing an
arrangement with HFA to satisfy the remaining balance out of the
mortgage repayment and operating escrow
and obtain a refund of any amounts in excess of such balance.

Interest on the outstanding balance of the DIP Loans will be
payable at an interest rate of four percent per annum, except in
the Event of Default in which event the Default Interest Rate of
seven percent will apply;

The DIP Loan is obligated to be repaid on the earlier of the date
of the closing on the sale of LBMNH to MLAP or the date of an event
of default.

SNCH is represented by:

         Frank A. Oswald, Esq.
         Brian F. Moore, Esq.
         TOGUT, SEGAL & SEGAL LLP
         One Penn Plaza, Suite 3335
         New York, NY 10119
         Tel: (212) 594-5000

                    About Long Beach Medical Center

Long Beach Medical Center, formerly Long Beach Memorial Hospital,
was a 162-bed, community-based hospital offering primary, acute,
emergency and long-term health care to residents of Long Beach,
New York.  Founded in 1922, LBMC was a teaching facility for the
New York College of Osteopathic Medicine.  LBMC was shut down
after superstorm Sandy devastated the hospital in October 2012.

Long Beach Memorial Nursing Home Inc, runs the The Komanoff Center
for Geriatric and Rehabilitative Medicine, a 200-bed skilled
nursing facility affiliated with LBMC. It provides services for
residents requiring long term nursing home care and short term
post-acute (sub-acute) care.  Currently there are 127 residents of
Komanoff.

Long Beach Medical Center and Long Beach Memorial Nursing Home
d/b/a The Komanoff Center for Geriatric and Rehabilitative
Medicine, sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.
Case Nos. 14-70593 and 14-70597) on Feb. 19, 2014.

Long Beach Medical Center scheduled $17,400,606 in total assets
and $84,512,298 in total liabilities.

Garfunkel Wild P.C. serves as the Debtors' counsel. GCG, Inc., is
the Debtors' claims and noticing agent.  The Hon. Alan S. Trust
presides over the cases.

The U.S. Trustee has appointed three members to the official
committee of unsecured creditors.  The panel retained Klestadt &
Winters, LLP, led by Sean C. Southard, Esq., as counsel.



LTHM HOUSTON-OPERATIONS: Ch.7 Trustee Can't Hire Claro Group
------------------------------------------------------------
Bankruptcy Judge Marvin Isgur in Houston, Texas, rejected the
request of Robert Ogle, the Chapter 7 Trustee for LTHM Houston -
Operations, LLC, dba St. Anthony's Hospital, to employ The Claro
Group as his accountant, forensic accountant, financial adviser,
and consultant.  The Court cited a possible conflict of interest.

Mr. Ogle identifies himself as a senior adviser at The Claro Group.
He is provided with office space and a support staff by The Claro
Group.  His official mailing address as the Chapter 7 Trustee in
this case is with The Claro Group.  Although Mr. Ogle is not
receiving a commission on the proposed employment, he normally
receives a 75% commission on certain business he generates and an
8% commission on business generated by other Claro employees, the
Court's decision noted.

A copy of Judge Isgur's Dec. 2, 2014 Memorandum Opinion is
available at http://is.gd/RYGJICfrom Leagle.com.

The Chapter 7 bankruptcy case is, IN RE: LTHM HOUSTON - OPERATIONS,
LLC; dba ST. ANTHONY'S HOSPITAL, CASE NO: 14-33899 (Bankr. S.D.
Tex.).


MEDIA GENERAL: S&P Assigns BB- Corp Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Richmond, Va.-based Media General Inc. The rating
outlook is stable.

"At the same time, we assigned our 'BB+' issue-level rating and 1'
recovery rating to the new $825 million first-lien term loan B-2
co-issued by LIN Television Corp. and MGOC.  The '1' recovery
rating indicates our expectation for very high recovery (90%-100%)
in the event of a payment default.  At the same time, we are
raising the ratings on Media General's existing $60 million senior
secured revolving credit facility to 'BB+' from 'BB-', which is now
being increased by $90 million for a total commitment of $150
million.  The recovery rating remains '1'.  We are raising the
ratings on the company's existing $876 million first-lien term loan
B to 'BB+' from 'BB-', and revising the recovery rating to '1' from
'2'.  We are also raising the rating on the existing $35 million
term loan A due 2018 (co-issued by WLAJ-TV LLC and WXXA-TV LLV) to
'BB+' from 'BB-', and revising the recovery rating to '1' from
'2'," S&P said.

In addition, S&P assigned its 'B+' issue-level rating and '5'
recovery rating to LIN Television Corp.'s new $400 million 5.875%
senior unsecured notes due 2022.  The '5' recovery rating indicates
S&P's expectation for modest recovery (10%-30%) in the event of a
payment default.

As a result of the transaction closing S&P is withdrawing the
corporate credit ratings on LIN Media LLC and legacy Media General.
S&P is also withdrawing the ratings on LIN's senior secured credit
facility that was repaid at closing.  S&P will withdraw the ratings
on LIN's $200 million senior unsecured notes due 2018 in January
2015 when they are repaid.  The company has issued a public
redemption notice to fully repay the notes and has deposited the
funds with the trustee as of the closing date of the merger.

"The corporate credit rating reflects Media General's significantly
increased size and scale, and the opportunity for revenue and cost
synergies as a result of the merger," said Standard & Poor's credit
analyst Jawad Hussein.

The rating also reflects the company's "aggressive" financial risk
profile and S&P's expectation that debt to average
trailing-eight-quarter EBITDA will remain in the 4x-5x range over
the next two years.

S&P views Media General's business risk profile as "satisfactory"
because of its significant size, scale, and diversity as one of the
larger non-broadcast-network-owned TV station groups; its growing
revenue stream from the highly predictable retransmission fees it
collects from cable and satellite video service operators; its
growing digital media business; and its presence in several
election battleground states.  Its smaller number of markets with
duopoly positions compared with those of its peers temper these
positive factors.  In addition, the company's KRON station in San
Francisco and WISH station in Indianapolis (beginning in 2015) lack
major network affiliations, resulting in lower station EBITDA
margins than its peers.  The rating also reflects long-term
structural changes in the consumption of media, with viewers
shifting to alternative media for news and entertainment.

The stable outlook reflects S&P's expectation that Media General's
increased size and scale will enable it to increase its EBITDA
margin in line with its similarly rated peers, while maintaining
debt to average trailing-eight-quarter EBITDA below 5x over the
next two years.  S&P regards both an upgrade and a downgrade as
equally unlikely over the next 12 to 18 months.

S&P could lower the rating if the new management team's transition
is unsuccessful, causing the company to not fully realize the
benefits of its increased size and scale.  This would likely result
in the company continuing to generate a lower EBITDA margin than
its peers and debt to average trailing-eight-quarter average EBITDA
staying above 5x over the intermediate term.  Additionally, S&P
could lower the rating if the company adopts a more aggressive
financial policy and begins to meaningfully return capital to
shareholders through dividends or share repurchases or embarks on
significant acquisition activity, increasing and sustaining
leverage above 5x.

S&P could raise the rating if the company's new management team
successfully executes the merger strategy for the combined
companies and establishes a financial policy track record that
reduces its debt to average trailing-eight-quarter EBITDA below 4x
on a sustainable basis.



MELA SCIENCES: Recurring Losses Raises Going Concern Doubt
----------------------------------------------------------
MELA Sciences, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $2.29 million on $218,000 of net revenues for the three months
ended Sept. 30, 2014, compared to a net loss of $7.4 million on
$107,700 of net revenues for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2014, showed
$24.3 million in total assets, $9.09 million in total liabilities
and total stockholders' equity of $15.2 million.

The Company has devoted substantially all of its cash resources to
the development and marketing of the MelaFind system and general
and administrative expenses, and to date it has not generated any
significant revenues from the sale of products.  As a result, MELA
has an accumulated deficit of $178 million as of Sept. 30, 2014.
The Company's recurring losses from operations and the accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.

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

                       http://is.gd/TIoJ7g

New York-based MELA Sciences, Inc. -- http://www.melasciences.com/

-- is a medical device company focused on the commercialization of
its flagship product, MelaFind(R), and the further design and
development of MelaFind(R) and the Company's technology.
MelaFind(R) is a non-invasive, point-of-care instrument to aid in
the detection of melanoma.



MEZZANINE INC: Normandie Cafe Wins Approval of Liquidating Plan
---------------------------------------------------------------
Mezzanine, Inc., doing business as Normandie Cafe & Bakery, has won
confirmation of its Amended Plan of Liquidation.

The Amended Plan was filed Oct. 15, 2014.  The assets of the
bankruptcy estate consist of funds in the Debtor's bank account
with US Bank in the amount of $60,100 as of Dec. 1.  The sum of
$60,000 of the funds in the account represent the proceeds of the
sale of the Debtor's assets pursuant to the Order of the Bankruptcy
Court entered Sept. 8.

The sale proceeds are subject to the secured claims identified in
Class 2 of the Plan and may also be subject to a disputed interest
of Robert Bowen, minority interest holder in the Debtor and the
highest bidder and purchaser of the assets, and the decedent's
estate of Cynthia Bowen, a minority interest holder in the Debtor.

No distributions will be made to Class 3 General Unsecured
Creditors or Class 4 Equity Security Holders under the Plan.

A copy of Bankruptcy Judge R. Kimball Mosier's Dec. 1, 2014
Findings of Fact and Conclusions of Law is available at
http://is.gd/05l9CIfrom Leagle.com.

Mezzanine, Inc., dba Normandie Cafe & Bakery, filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 12-34490) on Nov. 15, 2012,
estimating under $1 million in both assets and debt.  The Debtor's
counsel can be reached at:

     Paul James Toscano, Esq.
     THE LAW OFFICE OF PAUL TOSCANO, PC
     Newhouse Building
     10 Exchange Place, Suite 614
     Salt Lake City, UT 84111
     Tel: 801-413-7585
          888-509-3683
     Fax: 877-634-6197
     E-mail: ptoscano@expresslaw.com


MICROBILT CORPORATION: NJ Court Grants Bid to Withdraw Reference
----------------------------------------------------------------
District Judge Freda L. Wolfson granted (1) a motion by Defendants
Fidelity National Information Services, Inc., Chex Systems, Inc.,
and FIS Management Services, LLC to withdraw the reference of a
lawsuit matter to the U.S. Bankruptcy Court for the District of New
Jersey and (2) denied a cross-motion by Plaintiff MicroBilt
Corporation's for a jury trial pursuant to Rule 39(b) of the
Federal Rules of Civil Procedure.

The motion to withdraw the reference arises out of an ongoing
bankruptcy proceeding in the bankruptcy court, initiated by
MicroBilt's voluntary petition for relief under Chapter 11 of the
Bankruptcy Code.  

Chex filed a proof of claim in the bankruptcy case relating to
prepetition amounts MicroBilt purportedly owed related to an
Information Resale Agreement, dated Aug. 26, 2009, between
MicroBilt and Chex.  Both Chex and MicroBilt filed motions to
resolve the dispute over the Resale Agreement with the bankruptcy
court; the Hon. Michael B. Kaplan, U.S.B.J., entered an order
resolving certain issues in MicroBilt's favor but found MicroBilt
in default of the Resale Agreement and directed MicroBilt to cure
the amount owed.

On Oct. 18, 2011, MicroBilt commenced an adversary proceeding in
bankruptcy court against FNIS and Chex.  The Second Amended
Complaint alleges two causes of action: in Count One, tortious
interference with prospective contractual relations (lost
investors); and in Count Two, trade libel/commercial
disparagement/slander/libel.

MicroBilt's claims are premised on Defendant's purported
accusations that MicroBilt engaged in "data caching" (i.e., the
wrongful storage and re-use of consumer credit information).

On June 22, 2012, Defendants filed (1) their first motion for
withdrawal of the reference and (2) a motion for determination of
core and non-core proceedings in the bankruptcy court.  On Aug. 5,
2012, Judge Kaplan issued an order regarding the core and non-core
proceedings, finding that MicroBilt's claims against any defendant
who has filed a proof of claim in this bankruptcy court are core
proceedings and any other claims are non-core; further, "the
[bankruptcy] Court lacks the constitutional authority to enter a
final judgment on a state law counterclaim that is not resolved in
the process of ruling on a creditor's proof of claim."

This is the Defendants' second motion to withdraw the reference of
this matter.  The first motion was denied without prejudice by the
Honorable Joel A. Pisano in October 2012, finding at the time that
withdrawal of the reference was not warranted because "[t]he
Bankruptcy Court has familiarized itself with the parties, their
relationships and their various disputes and is uniquely situated
to address the outstanding issues in this case, as well as to
manage issues related to discovery and any potential settlement
discussions."

However, Judge Pisano reserved judgment on Defendant's contention
that the Bankruptcy Court does not have the constitutional
authority to finally adjudicate the claims in the adversary
proceeding because the proceeding was in its early stages and "even
if the District Court ultimately must adjudicate the matter, the
Bankruptcy Court is currently in the best position to preside over
the Adversary Proceeding and resolve motions and discovery disputes
until such time as the case is ready for final adjudication."

Judge Pisano concluded that "[i]f, after the Bankruptcy Court has
resolved all discovery and pre-trial issues, there are remaining
claims over which the Bankruptcy Court lacks authority, Defendants
may then move to withdraw the reference under a new civil action
number."

On April 28, 2014, soon after the third amended joint scheduling
order was issued in the Bankruptcy Court, the Defendants filed a
second motion for withdrawal of reference.  On Sept. 26, 2014, the
Defendants filed separate motions for summary judgment.

On Oct. 1, 2014, Judge Kaplan stayed the adversary proceeding
pending the resolution of the motion to withdraw.

The case before the District Court is, MICROBILT CORPORATION,
Debtor/Plaintiff, v. FIDELITY NAT'L INFO. SERVS., INC. CHEX SYS.,
INC., and FIS MGMT. SERVS., LLC, Defendants, CIV. ACTION NO.
14-03284 (FLW) (D. N.J.).  A copy of the District Court's Dec. 3,
2014 Opinion is available at http://is.gd/4RAlZRfrom Leagle.com.

Microbilt Corporation is represented by:

     Bruce S. Luckman, Esq.
     SHERMAN SILVERSTEIN KOHL ROSE & PODOLSKY
     East Gate Corporate Center
     308 Harper Drive, Suite 200
     Moorestown, NJ 08057
     Tel: 856-663-1503
     Fax: 856-662-0165
     E-mail: bluckman@shermansilverstein.com
             mdube@shermansilverstein.com

Fidelity National Information Services, Inc., Chex Systems, Inc.,
and FIS Management Services, LLC, and are represented by:

     Lauren Silver Zabel, Esq.
     REED SMITH LLP
     2500 One Liberty Place
     1650 Market St.
     Philadelphia, PA 19103
     Tel: 215-851-8147
     Fax: 215-851-1420
     E-mail: lzabel@reedsmith.com

          - and -

     Gary J. Ruckelshaus, Esq.
     BLANK ROME LLP
     301 Carnegie Center 3rd Floor
     Princeton, NJ 08540
     Tel: 609-750-2992
     Fax: 609-275-2515
     E-mail: GRuckelshaus@BlankRome.com

                   About MicroBilt Corporation

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D.N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D.N.J. Case No. 11-18715) on March 23,
2011.  The Debtors tapped Lowenstein Sandler PC as their counsel,
and Maselli Warren, PC, as their special litigation counsel.

MicroBilt estimated $10 million to $50 million in both assets and
debts.  CL Verify estimated $100 million to $500 million in
assets, but under $1 million in debts.  Court papers say the
Debtors have roughly $8.4 million in unsecured debt and no secured
debt.  The Debtors believe they have an enterprise value of
$150 million to $180 million.

No trustee, examiner or committee has been requested or appointed
in the Chapter 11 cases.

In January 2013, the Debtors obtained confirmation of their Fourth
Amended Plan of Reorganization, as revised, which provides
for payment in full all claims, including $4.30 million of
unsecured claims.  Holders of Microbilt equity interests are
unimpaired.  MicroBilt, the sole holder of CL Verify equity
interests, won't recover anything on account of the interest.


MISSISSIPPI PHOSPHATES: Files Schedules of Assets & Debt
--------------------------------------------------------
Mississippi Phosphates Corporation filed with the Bankruptcy Court
its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,554,587

  B. Personal Property           $97,291,844

  C. Property Claimed as
     Exempt

  D. Creditors Holding
     Secured Claims                               $58,411,022
                                                  + Unknown
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $2,551,951
                           
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $79,978,304
                                                  + Unknown
                                 -----------      -----------
        TOTAL                    $98,846,431     $140,941,277
                                                  + Unknown

A copy of the schedules is available for free at:

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

                     About Mississippi Phosphates

Mississippi Phosphates Corporation is a major United States
producer and marketer of diammonium phosphate ("DAP"), one of the
most common types of phosphate fertilizer.  MPC, which was formed
as a Delaware corporation in October 1990, owns a DAP facility in
Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in
its 1990 bankruptcy.  Phosphate rock, the primary raw material
used in the production of DAP, is being supplied by OCP S.A., a
corporation owned by the Kingdom of Morocco.

The parent, Phosphate Holdings, Inc., was formed in December 2004
in connection with the bankruptcy reorganization of MPC and its
then-parent Mississippi Chemical Corporation, the first fertilizer
cooperative in the United States.

As of Oct. 27, 2014, MPC has a work force of 250 employees, broken
into 224 regular employees and 26 "nested" third-party contract
employees.

MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc.,
and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11
bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667)
on Oct. 27, 2014.  Judge Katharine M. Samson is assigned to the
cases.

Mississippi Phosphates estimated $100 million to $500 million in
both assets and liabilities.  Affiliates Ammonia Tank and Sulfuric
Acid Tanks each estimated $1 million to $10 million in both assets
and liabilities.

The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler
Snow LLP as counsel.  The Debtors engaged Stillwater Advisory
Group LLC and David N. Phelps as Chief Restructuring Officer.

The U.S. Trustee for Region 5 has appointed seven creditors to
serve in the official unsecured creditors committee in the
Debtors' cases.


MOLYCORP INC: Receives Listing Noncompliance Notice From NYSE
-------------------------------------------------------------
Molycorp, Inc., a Delaware corporation, on Dec. 30, 2014, received
a written notice from NYSE Regulation, Inc. that it is not in
compliance with the continued listing standards set forth in
Section 802.01C of the Listed Company Manual of the New York Stock
Exchange, Inc.  The noncompliance is based on the average closing
price of the Company's common stock being less than $1.00 per share
over a period of 30 consecutive trading days.  The Company intends
to provide the NYSE with the required response within 10 business
days of its receipt of the Notice, stating its intent to cure this
deficiency.

The Company's common stock will continue to be listed and traded on
the NYSE during this six-month cure period, subject to the
Company's compliance with the NYSE's other applicable continued
listing standards, under the symbol "MCP," but will be assigned a
".BC" indicator by the NYSE to signify that the Company is not
currently in compliance with the NYSE's continued listing
standards.

                           About Molycorp

Molycorp -- http://www.molycorp.com-- produces a wide variety of  
specialized products from 13 different rare earths (lights, mids
and heavies), the transition metal yttrium, and five rare metals
(gallium, indium, rhenium, tantalum and niobium).  The company has
26 locations across 11 countries.

The Company's balance sheet at Sept. 30, 2014, showed
$2.96 billion in total assets, $1.83 billion in total liabilities
and $1.12 billion in stockholders' equity.

Standard & Poor's Ratings Services in November 2014 lowered its
long-term corporate credit rating on Molycorp to 'SD' (selective
default) from 'CCC'.  The downgrades reflect Molycorp's agreement
with a holder of its notes to exchange $38 million of its
convertible notes for $16 million of common stock.  S&P views the
exchange of the subordinated notes as distressed and tantamount to
a default.

In December 2014, S&P raised its corporate credit rating on
Molycorp to 'CCC+' from 'SD'.  The outlook is negative.  The 'CCC+'
corporate credit rating reflects improved liquidity prospects for
the coming year as a result of the $400 million
financing transaction completed on Sept. 11, 2014, with Oaktree
Capital Management L.P, of which the company received $208 million
of net proceeds up front. An additional $150 million would be
available until April 30, 2016, subject to Molycorp's achievement
of certain operational and financial conditions.  Molycorp faces a
$207 million debt maturity in June 2016.

"The negative outlook reflects our view that Molycorp's business
and financial condition will become increasingly precarious unless
the Mountain Pass facility can be brought to full production
capacity," said Standard & Poor's credit analyst Cheryl Richer.



NATIONAL ACADEMY: Files for Chapter 7 in District of Columbia
-------------------------------------------------------------
National Academy of Environmental Design Inc. filed a Chapter 7
petition (Bankr. D.D.C. Case No. 14-00733) on Dec. 18, 2014.

The case is assigned to Judge S. Martin Teel, Jr.

The Debtor's address is 1735 New York Ave. NW, c/o ACSA,
Washington, D.C. 20006.

The Debtor estimated $0 to $50,000 in assets and $100,001 to
$500,000 in debt.

The Debtor did not file a list of its largest unsecured creditors.

The Debtor is represented by

         David Andrew Wilson, Esq.
         THOMPSON HINE, LLP
         1919 M Street NW, Suite 700
         Washington, DC 20036
         Tel: 202-263-4261
         E-mail: david.wilson@thompsonhine.com



NII HOLDINGS: Asks Court to Approve $250-Mil. Backstop Deal
-----------------------------------------------------------
NII Holdings, Inc., together with 12 of its U.S. and Luxembourg-
domiciled subsidiaries seek approval from the U.S. Bankruptcy Court
of a Backstop Commitment Agreement they entered into with certain
commitment parties thereto in connection with the rights offering
pursuant to which the NII Debtors are seeking to raise $250 million
in connection with their proposed plan of reorganization.

Pursuant to the BCA, each of the Backstop Providers agreed,
severally and not jointly, to purchase on the effective date of
the Plan of Reorganization, at the Subscription Purchase Price (as

defined in the BCA), a number of rights offering shares that are
not subscribed for pursuant to the exercise of subscription rights

equal to the amount of such Backstop Provider's backstop
commitment.  The number of rights offering shares to be purchased
by each Backstop Provider will be determined in accordance with
the BCA.  To the extent that rights offering shares are not
subscribed for in the rights offering, each Backstop Provider will

deposit cash in the amount of the subscription purchase price for
each BCA rights offering share such Backstop Provider purchases
pursuant to the BCA.

In consideration of the performance by the Backstop Providers of
their backstop commitments, on the effective date and regardless
of whether the Backstop Providers purchase any rights offering
shares pursuant to the BCA, the Reorganized NII will pay an
aggregate fee of 6% of the total rights offering amount to the
Backstop Providers, other than any Backstop Provider that may have

defaulted on its obligations under, or breached, the BCA, which
fee will be payable in cash ratably to each Backstop Provider
based on the proportion of the rights offering amount backstopped
by such Backstop Provider.

The effectiveness of the BCA is subject to the approval of the
Bankruptcy Court.  There can be no assurance that the Bankruptcy
Court will approve the BCA.

On Dec. 22, 2014, the NII Debtors filed with the Bankruptcy the
Joint Plan of Reorganization Proposed by Debtors and Official
Committee of Unsecured Creditors and related disclosure statement.

A copy of the Backstop Commitment Agreement, dated as of December
30, 2014, made by and among NII Holdings, Inc., NII Capital Corp.,

NII Funding Corp., NII Aviation, Inc., Nextel International
(Services), Ltd., NII Global Holdings, Inc., NII International
Holdings S.a r.l., NII International Services S.a r.l, NII
International Telecom S.C.A., NII Mercosur, LLC, McCaw
International (Brazil), LLC, Airfone Holdings, LLC, and Nextel
International (Uruguay), LLC, on the one hand; and the Backstop
Parties on the other hand, is available at
http://1.usa.gov/1vPTx7e

The Backstop Parties and percentage of the amounts they committed
are:

                                         Backstop Commitment
   Backstop Party                        Percentage
   --------------                        -------------------
Aurelius Investment, LLC                        50%
c/o Aurelius Capital Management, LP
535 Madison Avenue
22nd Floor
New York, NY 10022

American High-Income Trust                      24.13%
333 South Hope Street                
33rd Floor                    
Los Angeles, California 90071            

The Bond Fund of America                         1.09%
333 South Hope Street                
33rd Floor                        
Los Angeles, California 90071            
                            
Capital Income Builder                           0.46%
333 South Hope Street                
33rd Floor                        
Los Angeles, California 90071            

The Growth Fund of America                       2.66%
333 South Hope Street                
33rd Floor                        
Los Angeles, California 90071            

American Funds Global High-Income                0.28%
Opportunities Fund                    
333 South Hope Street                
33rd Floor                        
Los Angeles, California 90071            

The Income Fund of America                      12.82%
333 South Hope Street                
33rd Floor                        
Los Angeles, California 90071            

International Growth and Income Fund             2.81%
333 South Hope Street                
33rd Floor
Los Angeles, California 90071            

American Funds Insurance Series - Asset          1.12%
Allocation Fund                    
333 South Hope Street                
33rd Floor                        
Los Angeles, California 90071            

American Funds Insurance Series - Bond Fund      0.15%
333 South Hope Street                
33rd Floor                        
Los Angeles, California 90071            

American Funds Insurance Series - Global         0.16%
Bond Fund                        
333 South Hope Street                
33rd Floor                        
Los Angeles, California 90071            

American Funds Insurance Series - Global         0.14%
Growth and Income Fund                
333 South Hope Street                
33rd Floor                        
Los Angeles, California 90071            

American Funds Insurance Series - High-Income    1.85%
Bond Fund                        
333 South Hope Street                
33rd Floor                        
Los Angeles, California 90071            

Capital World Bond Fund                          0.50%
333 South Hope Street                
33rd Floor                        
Los Angeles, California 90071            

SMALLCAP World Fund, Inc.                        0.50%
333 South Hope Street                
33rd Floor                        
Los Angeles, California 90071            

Capital Group Global High-Income                 0.54%
Opportunities Trust (US)                
333 South Hope Street                
33rd Floor
Los Angeles, California 90071            

Capital Group US High-Yield                      0.04%
Fixed Income Trust (US)                
333 South Hope Street                
33rd Floor                        
Los Angeles, California 90071            

Capital International Global High                0.67%
Income Opportunities                    
40 Grosvenor Place                    
London SW1X 7GG                    
United Kingdom                    

Capital Group Strategic                          0.02%
Opportunities Fund                    
333 South Hope Street                
33rd Floor                        
Los Angeles, California 90071            

Next Generation Trust Fund                       0.03%
333 South Hope Street                
33rd Floor                        
Los Angeles, California 90071            

Sempra Energy Defined                            0.02%
Benefit Master Trust                    
333 South Hope Street                
33rd Floor                        
Los Angeles, California 90071            

JNL/Capital Guardian Global                      0.01%
Balanced Fund                    
333 South Hope Street                
33rd Floor                        
Los Angeles, California 90071

                         About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina.  NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America.  NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014.  The Debtors' cases are jointly administered
and are assigned to Judge Shelley C. Chapman.

The Debtors have tapped Jones Day as counsel and Prime Clerk LLC
as claims and noticing agent.  NII Holdings disclosed
$1.22 billion in assets and $3.068 billion in liabilities as of
the Chapter 11 filing.

The U.S. Trustee for Region 2 appointed five creditors of NII
Holdings to serve on the official committee of unsecured creditors.


NII Holdings and its debtor-affiliates are represented by:

     Scott J. Greenberg, Esq.
     Michael J. Cohen, Esq.
     JONES DAY
     222 East 41st Street
     New York, NY 10017
     Fax: 212-755-7306
     E-mail: sgreenberg@jonesday.com
             mcohen@jonesday.com

Capital Group, one of the Backstop Parties, is represented by:

     Andrew N. Rosenberg, Esq.
     Elizabeth R. McColm, Esq.
     Lawrence G. Wee, Esq.
     PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
     1285 Avenue of the Americas
     New York, NY 10019
     Fax: 212-373-3000
     E-mail: arosenberg@paulweiss.com
             emccolm@paulweiss.com
             lwee@paulweiss.com

Aurelius, one of the Backstop Parties, is represented by:

     Daniel H. Golden, Esq.
     David H. Botter, Esq.
     Brad M. Kahn, Esq.
     AKIN GUMP STRAUSS HAUER & FELD LLP
     One Bryant Park
     Bank of America Tower
     New York, NY 10036
     Fax: 212-872-1002
     E-mail: dgolden@akingump.com
             dbotter@akingump.com
             bkahn@akingump.com

The Committee is represented by:

     Kenneth H. Eckstein, Esq.
     Adam C. Rogoff, Esq.
     KRAMER LEVIN NAFTALIS & FRANKEL LLP
     1177 Avenue of the Americas
     New York, NY 10036
     Tel: 212-715-9100
     Fax: 212-715-8000



NII HOLDINGS: KCC Approved as Information Agent for the Committee
-----------------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of Unsecured
Creditors in the Chapter 11 cases of NII Holdings, Inc., et al., to
retain Kurtzman Carson Consultants LLC as its information agent
nunc pro tunc to Oct. 8, 2014.

KCC is authorized to render these professional services, as may be
necessary and appropriate:

   a) establish and maintain an Internet-accessible website;

   b) distribute updates by and through KCC regarding the Chapter
11 cases via electronic mail for creditors that have registered for
such service on the Committee Website; and

   c) establish and maintain a toll-free telephone number and
electronic mail address by and through KCC for creditors to submit
questions and comments.

KCC will charge these discounted hourly rates for consulting
services:

         Position                     Discounted Hourly Rate
         --------                     ----------------------
Executive Vice President                       Waived
Director/Senior Managing Consultant            $175
Consultant/Senior Consultant                 $70 - $160
Project Specialist                           $50 -  $95
Technology/Programming Consultant            $45 -  $85
Clerical                                     $30 -  $45
Weekend, holidays and overtime                 Waived

KCC will (a) file interim and final fee applications, and (b)
submit monthly fee statements in the event that KCC's fees exceed
$2,000 during any given month.

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

                         About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina.  NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America.  NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014.  The Debtors' cases are jointly administered
and are assigned to Judge Shelley C. Chapman.

The Debtors have tapped Jones Day as counsel and Prime Clerk LLC
as claims and noticing agent.  NII Holdings disclosed
$1,216,071,340 in assets and $3,068,103,749 in liabilities as of
the Chapter 11 filing.

The U.S. Trustee for Region 2 on Sept. 29 appointed five creditors
of NII Holdings to serve on the official committee of unsecured
creditors.



NII HOLDINGS: Posts $443-Mil. Net Loss in Third Quarter
-------------------------------------------------------
NII Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $443 million on $927 million of operating revenues for the three
months ended Sept. 30, 2014, compared with a net loss of $300
million on $1.09 billion of operating revenues for the same period
in the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $6.25 billion
in total assets, $7.52 billion in total liabilities, and a
stockholders' deficit of $1.27 billion.

The circumstances leading to the Company's decision to seek relief
under Chapter 11 and their impact on its business, including on its
liquidity, in combination with the impact of the Company's failure
to satisfy certain financial covenants under its existing debt
obligations, raise 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/PZmewJ

                       About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina.  NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America.  NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014.  The Debtors have sought joint administration
of their Chapter 11 cases.

The Chapter 11 cases are assigned to Judge Shelley C. Chapman.

The Debtors have tapped Jones Day as counsel and Prime Clerk LLC
as claims and noticing agent.  The U.S. Trustee for Region 2 on
Sept. 29,2014, appointed five creditors of NII Holdings to serve on
the official committee of unsecured creditors.



NII HOLDINGS: Retention Plan for Non-Insiders Employees Approved
----------------------------------------------------------------
The Bankruptcy Court approved NII Holdings, Inc., et al.'s key
employee retention plan for certain non-insider employees.

The Debtors have identified 12 key employees who are critical to
the Debtors' continued operation and successful restructuring.
These key employees work across a variety of disciplines and are
responsible for managing a variety of tasks critical to the
Debtors' day-to-day business operations.  The Debtors have
developed the KERP to induce the key employees to remain with the
Debtors through 2015 and beyond.

Under the KERP, key employees will receive, over a two-year period,
an aggregate sum equal to a percentage of the key employee's
current base salary, based on the key employee's global grade and
tier from the risk assessment.

The total cost of the KERP is expected to be $1.24 million,
assuming there is no attrition among the key employees.  The KERP
also establishes a discretionary pool not to exceed $250,000 in the
aggregate or $25,000 individually for the KERP Committee to award
as retention bonuses in their discretion or on an as-needed basis
for non-insider employees that are not currently KERP participants.
Any such bonuses will be conditioned on the future performance of
services for at least 60 days.

The Debtors utilize a global grading system to rank the seniority
of their employees.  For purposes of the KERP, the Debtors treated
any employee with a global grade of 15 or below as a "non-insider"
because the employees are not appointed by the Debtors' board
of directors and do not exercise sufficient authority to dictate
corporate policy.

The key employees have titles as director, senior director, manager
and senior manager.  Each key employee reports to a more senior
manager with a global grade of 16 or higher, and must obtain
approval from an appropriate senior manager before taking any
significant action with respect to the Debtors' corporate policies
or the disposition of significant assets.  The average annual
salary of the key employees is approximately $168,045.  On average,
the key employees have been in the Debtors' employ for
approximately seven years.

A copy of the terms of the KERP is available for free at:

     http://bankrupt.com/misc/NIIHoldings_240_motionKERP.pdf

                         About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina.  NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America.  NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014.  The Debtors' cases are jointly administered
and are assigned to Judge Shelley C. Chapman.

The Debtors have tapped Jones Day as counsel and Prime Clerk LLC
as claims and noticing agent.

The U.S. Trustee for Region 2 appointed five creditors of NII
Holdings to serve on the official committee of unsecured
creditors.  Kramer Levin Naftalis & Frankel LLP serves as lead
counsel to the Creditors Committee, while FTI Consulting, Inc.,
acts its financial advisor.



NORTEL NETWORKS: Interest Decision May Foment Bigger Settlement
---------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Kevin Starke, a managing director at CRT
Capital Group LLC, said that when U.S. Bankruptcy Judge Kevin Gross
in Delaware approved a settlement giving as much as $1 billion in
post-bankruptcy interest to so-called crossover bondholders of
Nortel Networks Inc., his main motivation might have been to
"engender a settlement" among the creditor factions over how to
allocate more than $7 billion in sale proceeds between the U.S. and
Canadian Nortel companies.

According to the report, Mr. Starke said the interest settlement
represents the most that affected bondholders can expect when it
comes time for a Chapter 11 plan, because the monitor running the
Canadian side of the companies opposed the settlement and can
oppose approval of a plan in the U.S.  Successful opposition "may
not be realistic," Mr. Starke told Bloomberg, and said it will be
"easy to cram down the monitor" because the crossover bondholders
represent a majority of the U.S. companies' debt.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New
York, serve as the U.S. Debtors' general bankruptcy counsel; Derek
C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, serves as Delaware counsel.  The Chapter 11 Debtors'
other professionals are Lazard Freres & Co. LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims and notice
agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware,
represent the Unsecured Creditors Committee.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of Long-
Term Disability Participants tapped Alvarez & Marsal Healthcare
Industry Group as financial advisor.  The Retiree Committee is
represented by McCarter & English LLP as Delaware counsel, and
Togut Segal & Segal serves as the Retiree Committee.  The
Committee retained Alvarez & Marsal Healthcare Industry Group as
financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.


NORTHERN STAR BANK: Is 18th Failure in 2014
-------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Northern Star Bank based in Mankota, Minnesota,
which was taken over by regulators on Dec. 19, 2014, was the 18th
bank failure in 2014.

According to the report, there were 24 bank failures in 2013,
approximately half as many as in 2012.  The 2013 failures were the
fewest since 2007 when there were three, the report said.

As previously reported by The Troubled Company Reporter, as of
Sept. 30, 2014, Northern Star Bank had approximately $18.8 million
in total assets and $18.2 million in total deposits.  In addition
to assuming all of the deposits of Northern Star Bank, BankVista
agreed to purchase essentially all of the failed bank's assets.


OCEANSIDE MILE: Seeks Dismissal of Bankruptcy Case
--------------------------------------------------
Oceanside Mile LLC is asking the Bankruptcy Court to dismiss its
bankruptcy case as it has paid in full its prepetition secured
creditor and it has the support from other creditors on its
proposal to exit bankruptcy.

Stuart I. Koenig, Esq., of Creim Macias Koenig & Fery, LLP, relates
that as of the Petition Date, the Debtor was current on its monthly
payments to First Citizens Bank & Trust Company, and was also
current on real property taxes.  The senior secured loan became due
by its terms of Oct. 20, 2013, and the Bank was unwilling to extend
the terms.  During the course of the bankruptcy case, the Debtor
retained a real estate broker in an effort to sell its hotel, but
because of a number of issues, including the bankruptcy filing
itself, the Debtor was not able to find a willing broker.  At the
same time the Debtor was trying to sell the Hotel, it was also
engaged in efforts to refinance the loan with First Citizens.
Fortunately, the Debtor was able to close a new loan and satisfy
its obligations to First Citizens.

The Debtor filed its Plan of Reorganization on Jan. 7, 2014.  The
Plan provided for, among other things, a three-year note to the
Bank, at the same rate of interest provided for in the original
loan with a balloon payment due at the end of the term.  The Bank
made clear to the Debtor its objections to the Plan and its intent
to challenge, among other issues, the valuation of the Hotel and
the feasibility of the Plan.  Recognizing the costs that would be
incurred in a confirmation battle, both the Debtor and the Bank
realized it was in their mutual best interests to resolve their
disputes rather than go to war.

On Feb. 25, 2014, the Debtor filed its motion to approve the
settlement it reached with the Bank.  Under the terms of the
Court-approved settlement, the Bank agreed to give the Debtor
through Oct. 31, 2014 to pay its claim in full.  The Bank and Mayo
Group LLC, the junior secured creditor, further agreed that the
Debtor could sell the Hotel through a private sale or refinance the
Hotel without the necessity of a further order of the Court.

The Debtor was able to refinance the obligation to the Bank and on
Oct. 22, 2014, the Court heard, on an ex parte basis, a motion by
the Debtor to approve postpetition financing to pay the note held
by First Citizens.  The motion to approve postpetition financing
was granted by the Court and the order was entered on Oct. 22,
2014.

Thereafter, on Oct. 30, 2014, the Debtor's refinance closed, and
the note held by First Citizens was paid in full.  As a result, the
sale of the Hotel was taken off calendar.

As a result of the payment in full of First Citizens claim, the
only remaining to be resolved are the allowed attorney's fees of
First Citizens, per the terms of the Settlement Agreement, and the
final fees of the Debtor's counsel.  The hearing on the allowance
of attorney's fees for First Citizens, and the final fee
application of the Debtor's counsel are both set for hearing at the
same date and time as the Motion to Dismiss.

Other than First Citizens, the only secured creditor is the Mayo
Group.  The Mayo Group, a member of the Debtor and holder of a
secured claim in the amount of $2,000,000, consents to the
dismissal of the case.

The Debtor has two administrative creditors, its bankruptcy
counsel, Creim Macias Koenig & Frey LLP and the administrative
claim of First Citizens.  Pursuant to the terms of the settlement,
the Debtor has deposited into a segregated account maintained by
CMKF, $325,000, the maximum agreed upon fees of First Citizens.
CMFK has reached an agreement with the Debtor regarding the payment
of its allowed fees and consents to the dismissal of the case at
this time.

The Debtor has three priority tax creditors, including the Internal
Revenue Service at $4,680, the Broward County Board of County
Commissioners and the Broward County Code Enforcement.  During the
course of its refinance, the Debtor resolved the claims of both the
Broward County Board of County Commissioners and the Broward County
Code Enforcement.  The Debtor will pay the claim of the IRS, in
full, prior to the hearing on the Motion to Dismiss.

The Debtor believed its prepetition unsecured claims totaled
$128,000.  The Debtor has reached an agreement with its prepetition
professionals regarding their claims and they do not have an
objection to the dismissal of the case.  Trade creditors also
support the Debtor's effort to get out of bankruptcy.

A hearing on the matter is currently scheduled for Jan. 13, 2015.

                      About Oceanside Mile

Oceanside Mile LLC owns the Seabonay Resort Hotel, a resort hotel
located in an affluent area of Florida's Hillsboro Beach, which is
perched on the Atlantic Ocean.  The hotel is close to Fort
Lauderdale and its suburbs; three miles south of Boca Raton, and a
mile east of Deerfield Beach.  The hotel has 81 rooms and total
1.29 acres.

Oceanside Mile filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 13-35286) on Oct. 17, 2013.  Arturo Rubinstein signed the
petition as managing member.  In its schedules, the Debtor
disclosed $13,148,100 in total assets and $8,367,297 in total
liabilities.  Judge Barry Russell presides over the case.

The Debtor is represented by Sandford L. Frey, Esq., Stuart I.
Koenig, Esq., and Martha C. Wade, Esq., at Creim Macias Koenig &
Frey LLP, in Los Angeles, California.

First-Citizens Bank & Trust Company is represented by Craig H.
Averch, Esq., and Roberto J. Kampfner, Esq., at White & Case LLP,
in Los Angeles, California.


ONEBEACON RUNOFF: Fitch Cuts IFS to 'BB',  Off Watch Negative
-------------------------------------------------------------
Fitch Ratings has downgraded to 'BB' from 'A' the Insurer Financial
Strength (IFS) ratings of the runoff operating subsidiaries of
OneBeacon Insurance Group, Ltd. (OneBeacon; 75.3% ownership by
White Mountains Insurance Group, Ltd.) and removed the ratings from
Rating Watch Negative.  This follows the close of the sale of these
entities to Armour Group Holdings Limited.  Subsequent to this
action, Fitch has withdrawn these ratings due to insufficient
information.  Fitch does not rate Armour, a private entity with
limited public financial data, and thus is unable to form an
opinion on its creditworthiness.

KEY RATING DRIVERS

Fitch placed OneBeacon's runoff subsidiaries on Rating Watch
Negative on Oct. 18, 2012, following OneBeacon's announced
agreement to sell its runoff business to Armour.  Fitch expected to
downgrade the IFS ratings to no higher than 'BB+' upon the sale to
Armour.

Fitch's rating action reflects the runoff status and reduction in
capital levels of the companies sold to Armour.  OneBeacon
Insurance Company (OBIC), the lead insurance company sold, has
approximately $79 million of total surplus (excluding $101 million
in surplus notes provided by OneBeacon), with an NAIC risk-based
capital (RBC) ratio (company action level) of 100% (excluding $101
million surplus notes).  OBIC had $898.5 million of surplus at
Sept. 30, 2014, with an NAIC RBC ratio (company action level) of
263% at year-end 2013, which included ownership of OneBeacon's
ongoing subsidiaries.

Fitch has downgraded to 'BB' from 'A', removed from Rating Watch
Negative, and subsequently withdrawn the IFS ratings, with a Stable
Outlook, for these companies:

OneBeacon Insurance Company
OneBeacon America Insurance Company
Employers' Fire Insurance Company (The)



OWENS CORNING: 7th Cir. Affirms Ruling Favoring PI Trust
--------------------------------------------------------
Owens Corning Corporation, a manufacturer of fiberglass
insulation, filed for Chapter 11 bankruptcy in 2000 amid a slew of
asbestos-related litigation.  The company's reorganization plan --
approved by the bankruptcy court in 2006 -- created the Owens
Corning/Fibreboard Asbestos Personal Injury Settlement Trust,
which assumed all of the company's liabilities for asbestos-
related personal-injury claims.  The plan also established
procedures for processing those claims.

William Jackson submitted a claim to the Trust.  The claim was
rejected, first by the Trust and later by an arbitrator.  Jackson
sued the Trust in Illinois state court, lost, and then sued the
Trust again in federal court.  The district court concluded that
claim preclusion barred the suit and entered judgment for the
Trust.  Nine months later, Jackson filed a motion for
reconsideration, which the district court denied.  Jackson
challenges that ruling.

The U.S. Court of Appeals for the Seventh Circuit, in an opinion
dated Dec. 1, 20134, affirmed the district court's ruling after
concluding that the district court acted well within its
discretion when it denied Jackson's motion.

The appeals case is WILLIAM JACKSON, Plaintiff-Appellant, v. OWENS
CORNING/FIBREBOARD ASBESTOS PERSONAL INJURY SETTLEMENT TRUST,
Defendant-Appellee, NO. 14-2471 (7th Cir.).  A full-text copy of
the Decision is available at http://is.gd/HGrr9Wfrom Leagle.com.

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--   
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection (Bankr. D. Del. Case.
No. 00-03837) on Oct. 5, 2000.  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On Sept. 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on Oct. 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.



PARKERVISION INC: Incurs $6.41-Mil. Net Loss in 3rd Quarter
-----------------------------------------------------------
ParkerVision, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $6.41 million on $0 of engineering services revenue for the
three months ended Sept. 30, 2014, compared with a net loss of
$6.42 million on $0 of engineering services revenue for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $26.3 million
in total assets, $2.73 million in total liabilities and total
stockholders' equity of $23.6 million.

The Company expects that revenue, if any, for 2014 will not be
sufficient to cover its operational expenses for 2014, and that its
expected continued losses and use of cash will be funded from
available working capital.  In addition, it expects that a portion
of available working capital will be used for litigation expenses
to defend the Company's intellectual property.  Its current capital
resources include cash and available for sale securities of
approximately $17.0 million at Sept. 30, 2014.  These current
capital resources may not be sufficient to support the Company's
liquidity requirements for the next twelve months and beyond
without additional financing or cost containment measures that, if
implemented, may jeopardize its future growth plans.  These
circumstances raise 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/lrguxm

Jacksonville, Florida-based ParkerVision, Inc., designs, develops
and markets its proprietary radio frequency ("RF") technologies
and products for use in semiconductor circuits for wireless
communication products.

                          *     *     *

As reported in the TCR on March 25, 2013, PricewaterhouseCoopers
LLP, in Jacksonville, Florida, expressed substantial doubt about
ParkerVision's ability to continue as a going concern, citing the
Company's recurring losses from operations and negative cash flows
in every year since inception.



QUANTIC RESEARCH: $15-Mil. Judgment for PulseWave Vacated
---------------------------------------------------------
The U.S. District Court for the District of Colorado ruled on an
appeal from the April 3, 2013 Order and Judgment of the U.S.
Bankruptcy Court for the District of Colorado, awarding damages and
entering judgment in favor of PulseWave LLC in its lawsuit against
debtor Charles A. Arnold.  The Bankruptcy Court determined that
Charles Arnold is not entitled to discharge pursuant to 11 U.S.C.
Sec. 727(a)(4) and that the damage award in favor of Pulsewave is
nondischargeable pursuant to 11 U.S.C. Sec. 523(a)(4) and (6).

In a Dec. 3, 2014 Opinion and Order available at
http://is.gd/ztFd0nfrom Leagle.com, Chief District Judge Marcia S.
Krieger affirms, in part, and reverses and vacates, in part.

In 2007, Charles A. Arnold and a company in which he was the
majority owner, Quantic Research Systems, Inc., filed for
bankruptcy protection under Chapter 11.  In the context of such
case, the Debtor and Quantic initiated an adversary proceeding
against PulseWave and others, seeking a declaratory judgment that
Quantic was the legal owner of five patents.  PulseWave filed a
counterclaim for a declaratory judgment that it was the equitable
owner of the patents.  PulseWave argued that the Debtor had
surreptitiously assigned the patents to Quantic and that they
rightfully belonged to PulseWave.  After a trial, the Bankruptcy
Court found that PulseWave was the equitable owner of the patents.
The Bankruptcy Court ordered the Debtor and Quantic to convey the
patents back to PulseWave.  They did.

Subsequently, the Debtor's bankruptcy case was converted to one
under Chapter 7.  Following the conversion, PulseWave, John Arnold
(the Debtor's brother), and Soil Enhancement Technologies (SET)1
initiated an adversary proceeding against the Debtor challenging
his right to obtain a discharge.  PulseWave brought two claims.
First, it sought a denial of discharge pursuant to 11 U.S.C. Sec.
727(a)(4) for failure to disclose the Debtor's involvement with the
Bear Mountain Company in the Debtor's bankruptcy Schedules and
Statement of Financial Affairs.  Second, PulseWave sought to except
from discharge under 11 U.S.C. Sec. 523(a)(4) and (6) the debt owed
to it by the Debtor based on breach of fiduciary duty, fraud, civil
theft, and conversion in conjunction with the previous transfer of
the patents to Quantic.  PulseWave also requested quantification of
the Debtor's liability and entry of a money judgment.

After a bench trial, the Bankruptcy Court found in favor of
PulseWave on both the denial of discharge and exception from
discharge claims.  It determined that the Debtor was not entitled
to a discharge pursuant to Sec. 727(a)(4)(A) because he failed to
disclose his business dealings with the Bear Mountain Company in
response to Question 18 of his Statement of Financial Affairs.  In
addition, the Bankruptcy Court determined that pursuant to Sec.
523(a)(4) and (6), the Debtor's acts of conversion and civil theft
resulted in a non-dischargeable debt.  The Bankruptcy Court
quantified the loss at $5.05 million, then trebled it and added
attorney fees pursuant to Colorado's Civil Theft Statute, Colo.
Rev. Stat. Sec. 18-4-401, which resulted in a money judgment in
favor of PulseWave and against the Debtor in the amount of
$15.2 million.

The Debtor presents two issues on appeal: (1) Did the Bankruptcy
Court err in concluding that he should be denied a discharge under
11 U.S.C. Sec. 727(a)(4)(A) for failing to disclose his involvement
with the Bear Mountain Company on his Statement of Financial
Affairs? (2) Did the Bankruptcy Court err in finding that PulseWave
was injured as a result the Debtor's transfer of the patents to
Quantic and in quantifying its loss?

The District Court affirms, in part, and reverses and vacates, in
part, the Bankruptcy Court's April 3, 2013 Order and Judgment. The
money judgment of $15.2 million in favor of PulseWave is vacated.
The Court expresses no opinion on the propriety of the Bankruptcy
Court's award of attorney fees.

The appellate case is, PULSEWAVE LLC, Plaintiff/Appellee, v.
CHARLES A. ARNOLD, Defendant/Appellant, CIVIL ACTION NO.
13-CV-01036-MSK (D. Colo.).

Charles Allen Arnold represented by:

         John Henry Schlie, Esq.
         LAW OFFICE OF JOHN HENRY SCHLIE, P.C.
         6059 South Quebec St
         Englewood, CO 80111

John R. Arnold is represented by:

         Jeffrey A. Weinman, Esq.
         WEINMAN & ASSOCIATES, PC
         730 17th Street #240
         Denver, CO 80202
         Tel: (303) 572-1010

              - and -

         Thomas R. Rice, Esq.
         RICE LLC

Soil Enhancement Technologies and PulseWave are also represented by
Jeffrey A. Weinman, Esq., at Weinman & Associates; and Thomas R.
Rice, Esq., at Rice LLC.  PulseWave is also represented by:

         Dean Elliot Richardson, Esq.
         MOYE WHITE, LLP
         16 Market Square, 6th Floor
         1400 16th Street
         Denver, CO  80202-1486
         Tel: 303-292-7948
         Fax: 303-292-4510
         E-mail: dean.richardson@moyewhite.com

Quantic Research Systems, Inc., filed for Chapter 11 bankruptcy
(Bankr. D. Col. Case No. 07-18784) on Aug. 9, 2007, estimating
under $1 million in both assets and debts.  A copy of its petition
is available at http://bankrupt.com/misc/cob07-18784.pdf

Charles Allen Arnold -- ods Quantic Research Systems, Inc.; ods
C.A. Arnold & Associates, Inc.; mem North Clear Creek, L.L.C.; mem
Soil Enhancement Technologies, LLC; mem Pulsewave, L.L.C. -- filed
for Chapter 11 bankruptcy (Bankr. D. Col. Case No. 07-18751) on
Aug. 9, 2007.  Judge Sidney B. Brooks presides over the case.
Jeffrey Weinman, Esq., serves as Arnold's counsel.  In his
petition, Arnold estimated $1 million to $100 million in both
assets and debts.



REGENERX BIOPHARMACEUTICALS: Incurs $123K Net Income in Q3
----------------------------------------------------------
RegeneRx Biopharmaceuticals, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
disclosing a net income of $123,000 on $nil of revenue for the
three months ended Sept. 30, 2014, compared with a net loss of
$99,800 on $nil of revenue for the same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $1.32 million
in total assets, $2.53 million in total liabilities, and a
stockholders' deficit of $1.21 million.

The report of the Company's independent registered public
accounting firm on the Company's financial statements for the year
ended Dec. 31, 2013 contains explanatory language that substantial
doubt exists about its ability to continue as a going concern,
without raising additional capital.

A copy of the Form 10-Q is available at:
                              
                       http://is.gd/C7LJn4
                          
Rockville, Md.-based RegeneRx Biopharmaceuticals, Inc.
(OTC BB: RGRX) -- http://www.regenerx.com/-- is a
biopharmaceutical company focused on the development of a novel
therapeutic peptide, Thymosin beta 4, or TB4, for tissue and organ
protection, repair, and regeneration.



REVEL AC: BNTM Wants Contention on Lack of Merit Rejected
---------------------------------------------------------
The Bank of New York Mellon, in its capacity as trustee for the New
Jersey Economic Development Authority Energy Facility Revenue Bonds
(ACR Energy Partners, LLC Project), filed a surreply to (i) Revel
AC, Inc.'s omnibus reply to objections to the entry of a final DIP
order; and (ii) Wells Fargo Bank, N.A.'s and Wells Fargo Principal
Lending, LLC's omnibus reply to objections.

According to BNYM, both the Debtors and Wells Fargo assert that
BNYM lacks standing to object to the DIP Motion.  As BNYM has
highlighted on numerous occasions, the contention lacks any merit
and must be rejected because, among other things:

   1. BNYM is secured by substantially all of ACR's assets,
including the ESA and ACR's claims against the Debtors under the
ESA; and

   2. Rule 3001(e) of the Federal Rules of Bankruptcy Procedure
expressly permits a party with a security interest in a claim
against the estate to file a proof of claim -- and further
contemplates that such parties can vote on a plan, receive
dividends thereon, and participate in the administration of the
estate.

As reported in the Troubled Company Reporter on Nov. 26, 2014, ACR
Energy Partners objected to Revel AC's request to obtain
postpetition financing, complaining that "the final DIP financing
order affords broad liens and superpriority claims, rolling up of
the lenders' undersecured prepetition claims so that they are
afforded the protections of the broad liens and super-priority
claims and broad waivers of 'surcharge' and 'equities of the case'
challenge rights under the proposed final order, notwithstanding
that neither the DIP financing budget nor the DIP financing
'carve-out' will provide for payment of or reserve for all asserted
administrative claims."

Law360 reported that Revel maintained that the objections to its
proposed DIP financing are unfounded because the hotel carefully
negotiated the loan to get the troubled property auctioned.  Bill
Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the Official Committee of Unsecured Creditors
also objected to the proposed DIP financing, quoting the
bankruptcy judge as saying that the loan was "probably the most
onerous DIP financing I've ever seen."

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and  
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. and five of its affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19,
2014, to pursue a quick sale of the assets.

The Chapter 11 cases are assigned to Judge Gloria M. Burns.  The
Debtors' Chapter 11 cases are jointly consolidated for procedural
purposes.

Revel AC estimated assets ranging from $500 million to $1 billion,
and the same amount of liabilities.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker.  The
Debtors' solicitation and claims agent is Alixpartners, LLP.

The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP.  The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP.  The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.

This is Revel AC's second trip to bankruptcy.  The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-
16253) on March 25, 2013, with a prepackaged plan that reduced
debt by $1.25 billion.  Less than two months later on May 15,
2013, the 2013 Plan was confirmed and became effective on May 21,
2013.



ROCK CREEK: Reports $10.04-Mil. Net Loss for Sept. 30 Quarter
-------------------------------------------------------------
Rock Creek Pharmaceuticals, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
disclosing a net loss of $10.04 million on $nil of net sales for
the three months ended Sept. 30, 2014, compared with a net loss of
$3.37 million on $nil of net sales for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2014, showed $5.25 million
in total assets, $10.9 million in total liabilities, and a
stockholders' deficit of $5.67 million.

The Company believes it has available from the financings completed
in March and August 2014, including the credit lines, sufficient
funds to operate through the second quarter of 2015.  The Company
does not have enough cash and available credit lines to sustain it
for the next twelve months based on the Company's current operating
plan, therefore, there is substantial doubt about the Company's
ability to continue to be a going concern.

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

                       http://is.gd/pc3dM0

Rock Creek in recent years has engaged primarily in the sale of
nutraceutical dietary supplements and related cosmetic products,
and in pursuing ongoing research and development by its
subsidiary, RCP Development, of related dietary supplements and
pharmaceutical products.



SARALAND LLLP: Harrell's Appeal From Sale Orders Dismissed
----------------------------------------------------------
District Judge Dudley H. Bowen in Dublin, Georgia, dismissed an
appeal filed by Lister W. Harrell, a general partner of debtor
Saraland LLLP, from the Bankruptcy Court's two Orders authorizing
the sale of real property owned by the debtor.

The District Court informed Mr. Harrell that his appellant's brief

was due by March 10, 2014.  Mr. Harrell did not file a brief;
indeed, he has never filed anything with this Court in the over
nine months the appeal has been pending.

The Court readily concludes that Mr. Harrell has not diligently
prosecuted this appeal. He has not complied with the procedural
rules and has not paid the required filing fee.

A copy of Judge Bowen's Dec. 9, 2014 Order is available at
http://bit.ly/1ByA4Ncfrom Leagle.com.

Saraland, LLLP, filed for Chapter 11 bankruptcy (Bankr. S.D. Ga.
Case No. 12-30113) in Dublin, on March 29, 2012.


SARALAND LLLP: Harrell's Appeal on Continuance of Hearing Nixed
---------------------------------------------------------------
District Judge Dudley H. Bowen in Dublin, Georgia, dismissed an
appeal filed by Lister W. Harrell, a general partner of debtor
Saraland LLLP, from a bankruptcy court order in an adversary
proceeding commenced by the Chapter 11 Trustee.  Mr. Harrell took
an appeal from the Bankrupcty Court's Order of June 27, 2014,
which denied his motion to continue a hearing.

The District Court informed Mr. Harrell that his appellant's brief

was due by Sept. 8, 2014.  Mr. Harrell did not file a brief;
indeed, he has never filed anything with this Court in the over
three months the appeal has been pending.

The Court readily concludes that Mr. Harrell has not diligently
prosecuted this appeal.  He has not complied with the procedural
rules and has not paid the required filing fee.

A copy of Judge Bowen's Dec. 9, 2014 Order is available at
http://bit.ly/1DmHYKEfrom Leagle.com.

Judge Bowen also tossed another appeal by Mr. Harrell, this time
from the Bankrupcty Court's Order of June 27, 2014, which denied
his motion to continue a hearing in the Chapter 11 proceedings,
also for failure to prosecute.  A copy of the Court's ruling is
available at http://bit.ly/1xIxSVUfrom Leagle.com.

Saraland, LLLP, filed for Chapter 11 bankruptcy (Bankr. S.D. Ga.
Case No. 12-30113) in Dublin, on March 29, 2012.


SEARS METHODIST: Proposes Yellow Rose-Led Auction on Jan. 21
------------------------------------------------------------
Debtors Sears Methodist Centers, Inc., Sears Permian Retirement
Corporation, and Sears Panhandle Retirement Corporation ask the
Bankruptcy Court for orders: (i) approving the bid procedures and
providing certain bid protections to Yellow Rose Health Holdings
LLC, the stalking horse; and (ii) authorizing the sale of
substantially all of the seller's assets to the party making the
highest and best bid.

The stalking horse offered to purchase the assets for $42,500,000,
including (a) the payment in cash of a break-up fee in the amount
of $1,200,000; (b) the payment in cash of expense reimbursements in
an amount up to $100,000.  Bidders may bid on (i) any individual
facility; (i) any combination of the facilities; or (iii) all three
facilities.  If the facilities are sold individually to parties
other than the stalking horse, the bid protections for the stalking
horse will be pro-rated in the following manner: (i) $535,000 for
Wesley Court; (ii) $665,000 for Craig; and (iii) $100,000 for
Parks.

The asset purchase agreement provides for:

   -- the purchase of significantly all of the sellers' assets
(except for cash and other excluded assets);

   -- payment by the stalking horse of a $2,000,000 earnest money
deposit within five business days after the APA is fully
executed;

   -- payment by the stalking horse of the purchase price of
$42,500,000 in cash at closing;

   -- assumption of the residency agreements and amounts due to
residents thereunder;

   -- purchase of the facilities free and clear of all
Encumbrances; and

   -- in the event a higher and better bid is ultimately chosen by
the sellers, payment to the Stalking Horse of a break-up fee in the
amount of $1,200,000, and the payment in cash of expense
reimbursements in an amount up to $100,000.

Based on the terms of the APA, its professionals, and potential
buyers, the sellers have negotiated and agreed to apa with the
stalking horse, and the APA agreed to with the stalking horse will
serve as the opening bid for the facilities in an auction on
Jan. 21, 2015.  

A copy of the terms of the sale is available for free at

  http://bankrupt.com/misc/SearsMethodist_583_motionTylersale.pdf

                      About Sears Methodist

As a leading Texas senior living icon established on Christian
principles, Sears Methodist Retirement System Inc. provides
secure, rewarding, and luxurious residency to seniors.  The system
includes: (i) eight senior living communities located in Abilene,
Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans
homes located in El Paso, McAllen and Big Spring, Texas, managed
by Senior Dimensions, Inc., pursuant to contracts between SDI and
the Veterans Land Board of Texas; and (iii) Texas Senior
Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA")
and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as
applicable, management and insurance services to the System.
Sears Methodist Senior Housing, LLC, is the general partner of,
and controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-
32821) on June 10, 2014.  The cases are assigned to Judge Stacey
G. Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC.  The Debtors' notice, claims and solicitation
agent is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.  The Committee is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.



SEARS METHODIST: Tyler Proposes ER Propco-Led Auction on Jan. 21
----------------------------------------------------------------
Debtor Sears Tyler Methodist Retirement Corporation asks the
Bankruptcy Court for an order authorizing and approving certain bid
procedures to govern the sale of all or substantially all of
Tyler's assets; and authorizing it to offer certain bid protections
to ER Propco CO, LLC, the stalking horse bidder.

The stalking horse bidder offered to purchase the assets of Tyler
for $20,000,000, including (a) the payment in cash of a break-up
fee in the amount of $600,000 in the event the stalking horse is
not the successful bidder at the auction, and (b) an expense
reimbursement in the amount of $50,000 in the event the APA is
terminated.

The salient terms of the asset purchase agreement are:

   -- purchase of significantly all of Tyler's Assets (except for
cash and certain other assets);

   -- payment by the stalking horse of the purchase price of
$20,000,000 in cash at closing;

   -- payment by the Stalking Horse of a $2,000,000 earnest money
deposit within five business days after the APA is fully executed;

   -- assumption of all residency agreements with the residents of
Meadow Lake and any obligations related thereto;

   -- purchase of Tyler's assets free and clear of all claims and
encumbrances;

   -- payment to the Stalking Horse of a break-up fee in the amount
of $600,000 in the event the stalking horse is not the successful
bidder at the auction, including in the event Tyler closes on the
sale to the Tyler Trustee or its designee pursuant to a credit
bid;

   -- payment of an expense reimbursement of $50,000 in the event
the APA is terminated for reasons articulated therein;

   -- establishment of an escrow account in which a portion of the
purchase price in an amount equal to $400,000 will be held in
escrow for the benefit of the seller indemnification obligations
until the expiration of the indemnification period; and

   -- execution of the operations transfer agreement to be agreed
upon between the parties.

The APA between Tyler and the Stalking Horse will serve as the
opening bid for Tyler's assets in the auction on Jan. 21, 2015.

A copy of the terms of the sale is available for free at

    http://bankrupt.com/misc/SearsMethodist_584_motionsale.pdf

                      About Sears Methodist

As a leading Texas senior living icon established on Christian
principles, Sears Methodist Retirement System Inc. provides
secure, rewarding, and luxurious residency to seniors.  The system
includes: (i) eight senior living communities located in Abilene,
Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans
homes located in El Paso, McAllen and Big Spring, Texas, managed
by Senior Dimensions, Inc., pursuant to contracts between SDI and
the Veterans Land Board of Texas; and (iii) Texas Senior
Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA")
and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as
applicable, management and insurance services to the System.
Sears Methodist Senior Housing, LLC, is the general partner of,
and controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-
32821) on June 10, 2014.  The cases are assigned to Judge Stacey
G. Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC.  The Debtors' notice, claims and solicitation
agent is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.  The Committee is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.



SG BLOCKS: Needs Add'l Capital to Fund Operations
-------------------------------------------------
SG Blocks, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
income of $920,500 on $3.65 million of revenue for the three months
ended Sept. 30, 2014, compared with a net loss of $465,000 on $1.73
million of revenue for the same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $1.74 million
in total assets, $5.39 million in total liabilities and total
stockholders' deficit of $3.65 million.

The Company intends to raise additional funds in the future through
either the issuance of equity or debt.  The additional capital
would be used to fund the Company's operations.  The current level
of cash and operating margins is not enough to cover the existing
fixed and variable obligations of the Company, so increased revenue
performance and the addition of capital through issuances of
securities are critical to the Company's success.  To the extent
that the Company raises capital through the issuance of equity
securities, it would cause dilution to the Company's stockholders
and could also trigger the anti-dilution provisions in the Existing
Debentures and Warrants which would also cause dilution to the
Company's stockholders.  In addition, there is no guarantee that
the Company will be able to raise such additional funds on
acceptable terms, if at all.  These factors, among others, raise
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/QaaUqy

New York-based SG Blocks, Inc., provides code engineered cargo
shipping containers.



SHILO INN: Court Denies Reimposition of Automatic Stay
------------------------------------------------------
The Bankruptcy Court denied Shilo Inn, Twin Falls, LLC, et al.'s
motion to reimpose stay of Section 362 of the Bankruptcy Code to
protect the Debtors and their estates.  The Debtors, in their
motion, said that there will be irreparable injury to the Debtors
and their estates if the stay is not reimposed because of the loss
of the hotels to foreclosure will eliminates the Debtors' primary
assets to the detriment of all creditors -- including California
Bank & Trust.

                    About Shilo Inn, Twin Falls

Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013.
Judge Richard M. Neiter presides over the case.  Shilo Inn, Twin
Falls, estimated assets of at least $10 million and debts of at
least $1 million.

Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn,
Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake,
Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a
hotel.  California Bank and Trust is the primary, senior secured
lender for each of the Debtors.

The Debtors sought Chapter 11 protection after CBT on May 1, 2013,
filed for receiverships in district court.

David B. Golubchick, Esq., Kurt Ramlo, Esq., and J.P. Fritz, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles,
represent the Debtors in their restructuring effort.

The Debtors' Joint Plan of Reorganization dated Aug. 29, 2013,
provides for payment of all claims in full, unless otherwise
agreed with the claimholder, with unsecured claims to be paid over
a three-month period from the Plan Effective Date.



SHILO INN: Court Enters Order Estimating CB&T Claims
----------------------------------------------------
U.S. Bankruptcy Judge Vincent P. Zurzolo entered an order providing
that the secured claims of California Bank & Trust are estimated
for the purposes of plan confirmation only, as:

   Shilo Twin Falls:                          $7,831,251
   Shilo Boise Airport:                       $1,767,854
   Shilo Seaside and Shilo Moses Lake:        $6,327,863
   Shilo Rose Garden:                           $915,081

Judge Zursolo also ordered that the unsecured claims of CB&T are
estimated for the purposes of plan confirmation only, as:

   Shilo Twin Falls:                          $5,036,065

   Shilo Boise Airport:                       $3,059,278
                                                  and
                                              $5,832,786

   Shilo Seaside and Shilo Moses Lake:          $791,914

   Shilo Seaside:                             $5,832,786

   Shilo Rose Garden:                         $1,362,010

                         Estimation Motion

On Nov. 18, 2014, the Debtors filed a motion asking the Court to:

(i) estimate CB&T's secured claims as:

   Shilo Twin Falls:                           $7,047,278;
   Shilo Boise Airport:                        $1,762,720;
   Shilo Seaside East and Shilo Moses Lake:    $5,149,316;
   Shilo Rose Garden:                            $789,802;

(ii) estimate CBT's unsecured claims as:

   Shilo Twin Falls:                            $4,597,870;
   Shilo Boise Airport:                         $2,038,745;
   Shilo Seaside East and Shilo Moses Lake:             $0;
   Shilo Rose Garden:                             $848,020;

(iii) restrict CB&T's postpetition interest claim in the Shilo Twin
Falls case to the contractual non-default interest rate;

(iv) estimat CB&T's undersecured postpetition interest claims to be
$0; and

(v) estimate CB&T's undersecured postpetition attorney's fees and
costs claims to be $0.

In its memorandum in opposition to the Debtors' motion, CB&T stated
that the Debtors attempted an end run around the fact that they
failed to timely object to CB&T's claims before the claim objection
bar date.  CB&T's claims are neither contingent nor unliquidated,
and the motion under Section 502(c) is improper.

                    About Shilo Inn, Twin Falls

Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013.
Judge Richard M. Neiter presides over the case.  Shilo Inn, Twin
Falls, estimated assets of at least $10 million and debts of at
least $1 million.

Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn,
Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake,
Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a
hotel.  California Bank and Trust is the primary, senior secured
lender for each of the Debtors.

The Debtors sought Chapter 11 protection after CBT on May 1, 2013,
filed for receiverships in district court.

David B. Golubchick, Esq., Kurt Ramlo, Esq., and J.P. Fritz, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles,
represent the Debtors in their restructuring effort.

The Debtors' Joint Plan of Reorganization dated Aug. 29, 2013,
provides for payment of all claims in full, unless otherwise
agreed with the claimholder, with unsecured claims to be paid over
a three-month period from the Plan Effective Date.



SKYLINE MANOR: Purchase Agreement with Menomonee Health Approved
----------------------------------------------------------------
The Bankruptcy Court authorized Ron Ross, as Chapter 11 trustee for
Skyline Manor, Inc., to sell substantially all of the estate's
assets.

The Court also approved the purchase agreement with Menomonee
Health Holdings, LLC, and that certain operating transfer agreement
with Good Hope Healthcare Inc.

The Court determined that the final purchase agreements constitute
the highest and best offer for the assets, and will provide a
greater benefit for the estate than would be provided by any other
available alternative.

As reported in the TCR on Nov. 18, 2014, the Trustee selected
Menomonee Health to be the stalking horse and submit the first bid
of $13 million when the 199-unit continuing-care retirement
community and 140-unit independent living facility in Omaha,
Nebraska, was slated to go up for auction Nov. 19, 2014.

                       About Skyline Manor

Skyline Manor Inc. is a Nebraska non-profit corporation that
operates a 199-unit continuing care retirement community and a 140
unit independent living facility in Omaha.  Skyline Manor filed a
Chapter 11 bankruptcy petition (Bankr. D. Neb. Case No. 14-80934)
on May 8, 2014.  The petition was signed by John W. Bartle as
chief restructuring officer.  Judge Thomas L. Saladino presides
over the case.

The Debtor disclosed $19,892,926 in assets and $13,732,877 in
liabilities as of the Chapter 11 filing.

Mr. Ross has been appointed as the Chapter 11 trustee for Skyline
Manor.



SKYLINE MANOR: Trustee Gets Final Approval to Use Cash Collateral
-----------------------------------------------------------------
The Bankruptcy Court, in a final order, authorized Ron Ross, as
Chapter 11 trustee for Skyline Manor, Inc., to use the cash
collateral.  Oxford Finance LLC consented to the Trustee's use of
cash collateral.

Oxford asserts that, as of the Petition Date, the Debtor was
indebted to Oxford under the prepetition loan documents in the
aggregate amount of $11.5 million (plus interest, fees, attorneys'
fees, expenses, and other amounts thereafter accruing thereon.

As adequate protection from any diminution in value of the lender's
collateral, the Debtor will grant the lender adequate protection
liens, a superpriority administrative expenses claim status,
subject to carve-out on certain expenses.

As reported in the Troubled Company Reporter on Sept. 11, 2014,
Oxford made certain loans and other financial accommodations
available to the Debtor.  It asserts that the loans are secured by
first priority liens on and security interests in all of the
Debtor's property.  Hence, proceeds of Oxford's loan and the
proceeds received therefrom are deemed as cash collateral.

                       About Skyline Manor

Skyline Manor Inc. is a Nebraska non-profit corporation that
operates a 199-unit continuing care retirement community and a 140
unit independent living facility in Omaha.  Skyline Manor filed a
Chapter 11 bankruptcy petition (Bankr. D. Neb. Case No. 14-80934)
on May 8, 2014.  The petition was signed by John W. Bartle as
chief restructuring officer.  Judge Thomas L. Saladino presides
over the case.

The Debtor disclosed $19,892,926 in assets and $13,732,877 in
liabilities as of the Chapter 11 filing.

Mr. Ross has been appointed as the Chapter 11 trustee for Skyline
Manor.



SNTECH INC: Proposes Feb. 25 Auction for Assets
-----------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that SNTech Inc., a Phoenix-based maker of
energy-efficient electric motors, will ask for approval of bid
procedures at a hearing scheduled for Jan. 6, 2015, even though
there's no buyer under contract yet.  According to the report, if
the judge agrees, a so-called stalking-horse bidder may be chosen
by Jan. 23 and bids would be due Feb. 23 for a Feb. 25 auction.

SNTech Inc. -- http://www.sntech.com-- is a developer of "smart"
electric motors.  SNTech on Dec. 18, 2014, disclosed that it filed
a voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. Ariz. Case No. 14-17914).  The
Company intends for the Chapter 11 filing to enable it to seek an
acquirer through an expeditious 11 U.S.C. Sec. 363 sale process.
The case is assigned to Judge Eddward P. Ballinger Jr.  The
Debtor's counsel is Teresa M Pilatowicz, Esq., at Gordon Silver.


SOUTHERN PACIFIC: DBRS Lowers Issuer Rating to 'C'
--------------------------------------------------
DBRS Limited has downgraded the ratings of Southern Pacific
Resource Corp. (STP or the Company) as follows: (1) The Issuer
Rating to C from CCC. (2) The Senior Secured Second Lien Notes (the
Notes) to C (low) from CCC (low).  DBRS has also changed the
recovery rating of the Notes to RR6 from RR5.  All ratings remain
Under Review with Negative Implications.

On December 12, 2013, DBRS downgraded STP's Issuer Rating to CCC
from B (low) and the Senior Secured Second Lien Notes to CCC (low)
from B (low).  DBRS also changed the recovery rating of the Notes
to RR5 from RR4 and placed all ratings Under Review with Negative
Implications.  These rating actions reflected the material change
in the Company's business risk profile following continued
disappointing production results and the limited availability of
liquidity to support operations.

On August 22, 2014, after the Company announced the conclusion of
its strategic review process, DBRS reiterated that STP had limited
liquidity and minimal operating cash flows to support the Company's
operations.

On December 4, 2014, after the Company announced another review of
its capital structure and strategic alternatives, DBRS noted that
the Company is expected to face a significant cash drain by the end
of December 2014 and January 2015, as interest on STP's five-year
first lien term loan, Senior Secured Second Lien Notes and
convertible unsecured debentures come due.  Interest payments
during that time horizon total approximately $20 million, which
represents a significant portion of the Company's current
liquidity.

On December 30, 2014, STP announced it would not make the cash
interest payment of approximately $5.175 million, due on December
31, 2014, of the Company's outstanding 6% convertible unsecured
subordinate debentures.  The convertible debentures were issued
pursuant to an indenture dated January 7, 2011, for an aggregate
principal amount of $172,500,000 due June 30, 2016.  Under the
terms of the governing indenture for the convertible debentures,
the Company has a 30-day cure period from the periodic interest
payment date in order to make this cash interest payment before an
event of default will occur.

The Company's failure to satisfy the interest obligation prior to
the exhaustion of the grace period is expected to result in a
downgrade to D.



SOUTHERN PACIFIC: S&P Lowers Corporate Credit Rating to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Southern Pacific Resources Corp. to 'D'
from 'CCC'.  At the same time, Standard & Poor's lowered its
issue-level rating on the company's senior secured debt to 'D' from
'B-'.  The '1' recovery rating on the debt is unchanged, and
indicates S&P's expectation of very high recovery (90%-100%) in a
default scenario.

"The downgrade follows Southern Pacific's announcement that it will
miss its interest payment on the convertible notes," said Standard
& Poor's credit analyst Michelle Dathorne.  Although the notes
allow for a 30-day grace period following the interest payment
date, the rating action reflects our view that the company will not
be able to fund this payment within this period.  "This constitutes
an event of default under Standard & Poor's criteria," Ms. Dathorne
added.

If Southern Pacific fails to restructure or refinance its debt or
its debt is accelerated, Southern Pacific will likely file under
the Canadian Companies' Creditors Arrangement Act and Chapter 11 or
15 of the U.S. Bankruptcy Code.



SPENCERPORT DEVELOPMENT: Court Dismisses Chapter 11 Case
--------------------------------------------------------
U.S. Bankruptcy Judge Paul R. Warren acceded to calls for dismissal
of the Chapter 11 case of SpencerPort Development LLC.

Manufacturers and Traders Trust Company, a secured creditor, sought
to dismiss the Debtor's Chapter 11 case for cause, pursuant to 11
U.S.C. Sections 1112(b)(1) and 1112(b)(4)(A), alleging a
substantial or continuing loss to or diminution of the estate and
the absence of a reasonable likelihood of rehabilitation.

The United States Trustee joined in the dismissal motion, pursuant
to 11 U.S.C. Sec. 1112(b)(4)(A), and has also moved for dismissal
pursuant to 11 U.S.C. Sec. 1112(b)(4)(H), based on the Debtor's
failure to provide information demanded by the UST.

A copy of the Court's Dec. 4, 2014 Decision and Order is available
at http://is.gd/BAEVCefrom Leagle.com.

                  About Spencerport Development

Spencerport Development LLC, based in Rochester, New York, filed
for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No. 14-21154) on
Sept. 15, 2014.  Judge Paul R. Warren presides over the case.
David H. Ealy, Esq., at Trevett, Cristo, Salzer & Andolina P.C.,
serves as the Debtor's counsel.

The Debtor owns a single asset consisting of a parcel or parcels of
real estate located in the Village of Spencerport, New York, on
which there is an abandoned condominium project.  The Debtor
indicates that the value of its real estate/condominium project is
$800,000.  The real estate is encumbered by mortgage liens, tax
liens, judgment liens, and mechanics' liens, totaling
$2.62 million.  Claims of unsecured creditors total $1.28 million.

The Debtor also lists as assets (1) a $3,800 retainer held by its
bankruptcy counsel and (2) a claim seeking to recover excess
engineering fees totaling $105,200.

The petition was signed by Richard M. Gollel, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nywb14-21154.pdf



ST. CATHERINE'S HOSPITAL: Vacant Pa. Lot Sold for $550,000
----------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that a bankruptcy judge in Wilkes-Barre,
Pennsylvania, signed an order on Dec. 16 authorizing the Chapter 7
trustee for the non-operating St. Catherine Medical Center of
Fountain Springs to sell a vacant hospital building in Ashland,
Pennsylvania for $550,000.

According to the report, buyer Ashland Properties LLC has agreed to
invest $4 million to $5 million in updating the facility.  From
sale proceeds, $100,000 will be reserved for costs, with the
balance divided among taxing authorities, the report related.

St. Catherine Hospital of Pennsylvania, LLC, filed for Chapter 11
bankruptcy (Bankr. M.D. Pa. Case No. 12-02073) on April 9, 2012.
The case was later converted to Chapter 7.


SUMMERFIELD AT SNOW HILL: Files for Chapter 11 in Maryland
----------------------------------------------------------
Summerfield at Snow Hill Community Partnership LLC filed a Chapter
11 petition (Bankr. D. Md. Case NO. 14-29290) on Dec. 19, 2014.
The case is assigned to Judge Thomas J. Catliota.

The Debtor's address is 4938 Hampden Lane, Suite 326, Bethesda, Md.
20814.  The Debtor estimated $1 million to $10 million in assets
and debt.

The Debtor's attorneys can be reached at:

         Augustus T Curtis, Esq.
         COHEN, BALDINGER & GREENFELD, LLC
         2600 Tower Oaks Blvd., Suite 103
         Rockville, MD 20852
         Tel: (301) 881-8300
         Fax: (301) 881-8350
         E-mail: augie.curtis@cohenbaldinger.com



SUPERTEL HOSPITALITY: Needs to Access Capital to Continue
---------------------------------------------------------
Supertel Hospitality, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $2.4 million on $16.9 million of room rentals and other
hotel services for the three months ended Sept. 30, 2014, compared
to net earnings of $1.7 million on $15.6 million of room rentals
and other hotel services for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2014, showed $157 million
in total assets, $128 million in total liabilities, $7.66 million
in redeemable preferred stock, and stockholders' equity of
$22.0 million.

The Company has suffered recurring losses from operations and has a
substantial amount of debt maturing in 2014 for which the Company
does not have committed funding sources.  Its ability to continue
as a going concern is dependent on many factors, including, among
other things, improvements in its operating results, the Company's
ability to sell properties, and its ability to refinance maturing
debt.  If its plans to access capital are unsuccessful, these
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

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

                       http://is.gd/VrZB7Z

                 About Supertel Hospitality, Inc.

Headquartered in Norfolk, Nebraska, Supertel Hospitality, Inc. --
http://www.supertelinc.com-- is a self-administered real estate
investment trust that specializes in the ownership of select-
service hotels.  The company currently owns 75 hotels comprising
6,474 rooms in 21 states . Supertel's hotels are franchised by a
number of the industry's most well-regarded brand families,
including Hilton, Choice and Wyndham.


TEXOMA PEANUT: Auction Brings $13.3 Million for Assets
------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that an auction held on Dec. 15 for Texoma Peanut
Co.'s assets resulted to several buyers getting assets in 18 lots
for a total of $13.3 million.

As previously reported by the Troubled Company Reporter, in
November, Texoma Peanut completed the sale of its processing plant,
including equipment used at the plant, in Madill, Oklahoma, to
Golden Peanut Co., LLC.

                        About Texoma Peanut

Texoma Peanut Company was incorporated by Clint Williams in 1961
as a Southern Oklahoma bulk peanut drying, handling and storage
operation, buying and storing peanuts for shellers.  In 1968, The
Clint Williams Company was established as a sheller and processor
of peanuts for both seed and edible markets.  Although The Clint
Williams Company was later merged into TPC, the company continues
to do its processed peanut business under the "Clint Williams
Company" name which is the name known best in the domestic and
international peanut industry.  TPC and its subsidiaries own 15
buying points and storage facilities -- 4 in Oklahoma, 9 in Texas,
and 2 in Mississippi.  TPC owns 99% of Clint Williams Company-
Western Division LLC and 100% of Clint-Co Peanut Company.

TPC and two subsidiaries sought Chapter 11 bankruptcy protection
(Bankr. E.D. Okla. Lead Case No. 14-81334) in Okmulgee, Oklahoma,
on Nov. 6, 2014.  The cases are assigned to Judge Tom R. Cornish.
The judge has granted joint administration of the Chapter 11
cases.

According to the docket, the Debtors' Chapter 11 plan and
disclosure statement are due March 6, 2015.  Creditors who are
governmental entities have until May 9, 2015, to file claims.

The Debtors have tapped Crowe & Dunlevy as counsel and Dixon
Hughes Goodman as bankruptcy accountants.

The Debtors say they have $49 million in assets.  Secured debt
includes $3.45 million owed to Wells Fargo Bank, N.A., and $2.33
million owed to Wells Fargo Equipment Finance.   Wells Fargo Bank
is represented by William L. Wallander, Esq., at VINSON & ELKINS
LLP, in Dallas, Texas.

As of the Petition Date, an official committee of unsecured
creditors has not yet been appointed in the Cases.

The Debtors sought bankruptcy for protection with plans to sell
all of their core business assets and, thereafter, file a joint
plan of reorganization.  The Debtors expect that by Nov. 24, 2014,
they will have obtained a court order approving the bid procedures
and scheduling an auction date and final sale hearing.  The
Debtors intend to consummate the sale on or prior to Dec. 31,
2014.


TRANSCOASTAL CORP: Reports $192K Loss in Sept. 30 Quarter
---------------------------------------------------------
TransCoastal Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $192,000 on $1.12 million of total revenues for the
three months ended Sept. 30, 2014, compared to a net loss of
$637,000 on $1.21 million of total revenues for the same period in
2013.

The Company's balance sheet at Sept. 30, 2014, showed $25.2 million
in total assets, $20.4 million in total liabilities, and
stockholders' equity of $4.73 million.

As of Sept. 30, 2014, the Company had a working capital deficit of
approximately $15.94 million and an accumulated deficit of
approximately $43.15 million.  For the nine months ended Sept. 30,
2014, the Company had a net loss of $454,000.  The working capital
deficit at Sept. 30, 2014 is primarily the result of the Company's
debt with Green Bank maturing in less than 12 months and considered
current.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

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

                       http://is.gd/7i79uB

TransCoastal Corporation (TCEC: OTC US) is engaged in the
exploration, development and production of natural gas and oil
properties in the United States and Canada.  Dallas-based TCEC has
been focused on its drilling operations in Texas and the
southwestern region of the U.S. since 2000.



TRUE DRINKS: Reports $1.67-Mil. Net Loss for Sept. 30 Quarter
-------------------------------------------------------------
True Drinks Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $1.67 million on $1.06 million of net sales for the
three months ended Sept. 30, 2014, compared with a net loss of
$2.16 million on $518,000 of net sales for the same period during
the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $7.71 million
in total assets, $7.01 million in total liabilities and total
stockholders' equity of $702,000.

Its auditors have included a paragraph in their report on our
consolidated financial statements, included in the Company's Annual
Report on Form 10-K for the fiscal year ended Dec. 31, 2013,
indicating that there is substantial doubt as to the ability of the
Company to continue as a going concern.

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

                       http://is.gd/vWn9mX

Irvine, California-based True Drinks Holdings, Inc. (TRUU:OTC US)
develops, markets, sells and distributes its flagship product,
AquaBall(TM) Naturally Flavored Water, a vitamin-enhanced,
naturally flavored water drink packaged in its patented stacking
spherical bottles.  The Company operates through the beverage
company True Drinks, Inc.



TRUMP ENTERTAINMENT: Union Gets Direct Appeal on Contract
---------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the U.S. Court of Appeals in Philadelphia
allowed a direct appeal by the union representing workers at Trump
Entertainment Resorts Inc.'s Taj Mahal casino, skipping the federal
district court.

According to the report, the union appealed from the bankruptcy
judge's approval of reductions in health benefits and modifications
in the collective bargaining agreement.  A schedule of a hearing on
the appeal before the appellate court hasn't been set, the report
said.

                 About Trump Entertainment Resorts

Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to shutter its casinos.

TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey.  TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.

The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only.  Judge Kevin Gross presides
over the Chapter 11 cases.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.

The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan.  The
Debtors also have trade debt in the amount of $13.5 million.

The U.S. Trustee for Region 3 on Sept. 23 appointed seven
creditors of Trump Entertainment Resorts, Inc., to serve on the
official committee of unsecured creditors.  The Committee tapped
Gibbons P.C. as its co-counsel, the Law Office of Nathan A.
Schultz, P.C., as co-counsel, and PricewaterhouseCoopers LLP as
its financial advisor.


UNIVERSAL ACADEMY: S&P Cuts Rating on 2014 Bonds to 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB-' from
'BB' and assigned a negative outlook on Arlington Higher Education
Financial Corp., Texas' series 2014 tax-exempt fixed-rate education
revenue bonds and taxable bonds issued for LTTS Charter School
Inc., doing business as Universal Academy (UA).

"The rating downgrade and negative outlook reflect our opinion of
UA's weak financial profile characterized by the school's modest
operating results in fiscal 2014 which represented a large negative
variance to budget," said credit analyst Karl Propst. "Additionally
we view the school's budgeted fiscal 2015 operating loss as a key
credit risk since, if realized, the loss may preclude UA from
meeting its minimum annual debt service coverage requirement."

Universal Academy operates two schools under one charter, serving
students in pre-K through 12th grades.  Total enrollment as of fall
2014 was 1,786, up from 1,469 in fall 2013.



UNIVERSAL COOPERATIVES: Authorized to Sell Assets to Gloria Real
----------------------------------------------------------------
The Bankruptcy Court authorized Universal Cooperatives, Inc., et
al., to sell certain parcel of real property pursuant to an assets
purchase agreement with the prevailing bidder, Gloria Real Estate
Holdings pursuant.

The second higher bidder for the assets was Interstate Companies,
Inc.

Objections to the sale motion were overruled.  The sale of the
assets was on an "as is" basis.

The Court also ordered that upon closing of the sale, the
prevailing bidder will pay the broker the commission in the amount
of 2% of the purchaser prices, and any and all commissions payable
to the broker, if any, of the prevailing bidder.

As reported in the Troubled Company Reporter on Nov. 18, 2014, at
an auction conducted on Nov. 13, 2014, the Debtors selected the
final bid submitted by Gloria Real as the prevailing bid.  The
prevailing bid represents an approximately 25% increase in value
over the $3,800,000 bid submitted by the stalking horse purchaser
-- Interstate Companies, Inc.

The Debtors had consulted their advisors and counsel to the
Official Committee of Unsecured Creditors when making the
decision.

On Sept. 30, the Bankruptcy Court approved the bidding procedures
to govern the sale of a certain parcel of real property located at
1300 Corporate Center Curve, Eagan, Minnesota.

Bankruptcy Judge Mary F. Walrath authorized the Debtors to provide
a break up fee to the stalking horse purchaser in the amount of
$20,000.  The break up fee will be an allowed claim entitled to
administrative claim priority under Section 503(b)(1)(A) and
507(a)(2) of the Bankruptcy Code.

As reported in the TCR on Oct. 8, 2014, on Aug. 25, the Debtors
sold substantially all of their assets to Bridon Cordage LLC and
Heritage Trading Company, LLC and certain assets of Universal to
BCHU Acquisition LLC, an affiliate of Great Lakes Copper, Inc.
BCHU excluded, however, certain non-core assets from the sale,
including the real property.  Universal owns the Minnesota
Property, which consists of the Debtors' main office along with
various phone, computer, and communications systems located
therein.

Since the Debtors are no longer operating as a going concern, the
Debtors and their estates have no need for the Minnesota Property.

In the event that Ameritas Life Insurance Company determine to
credit bid, Ameritas will be entitled to credit bid all or a
portion of the scheduled amount of Ameritas claim ($2,753,640).

The Court overruled objections to the motion, including that of
Ameritas, as successor by merger with Union Central Life Insurance
Company.  Ameritas asserted that the sale motion prohibits a
credit bid.

The Debtors stated that it will afford to any qualifying bidder
due diligence access and the time and opportunity to conduct
reasonable due diligence.

                   About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members to procure, and/or manufacture, and distribute high
quality products at competitive prices. Universal has 14 voting
members and over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-
11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection Alliance, LLC; Agrilon International, LLC; and Pavalon,
Inc.  UCI do Brasil, a majority-owned subsidiary located in
Brazil, is not a debtor in the Chapter 11 cases

The cases are assigned to Judge Mary F. Walrath.

Universal estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Heritage estimated less than $10
million in assets and debt.  Universal Cooperatives disclosed
$12,090,939 in assets and $29,320,221 in liabilities as of the
Chapter 11 filing.

The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley
& Lardner LLP, as counsel; The Keystone Group, as financial
advisor and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is
represented by Daniel J. McGuire, Edward Kosmowski, Esq., and
Gregory M. Gartland, Esq., at Winston & Strawn, LLP.

The United States Trustee for Region 3 has appointed seven members
to the Official Committee of Unsecured Creditors, which is
represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and
Timothy R. Wheeler, Esq., at LOWENSTEIN SANDLER LLP, in Roseland,
New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien,
Esq., at VENABLE LLP, in Wilmington, Delaware.



UNIVERSAL COOPERATIVES: Okayed to Settle Disputes with Monsanto
---------------------------------------------------------------
The U.S. Bankruptcy Court authorized Universal Cooperatives, Inc.,
et al., and Agrilon International, LLC, to enter into an agreement
for compromise of certain disputes with Monsanto Company and for
the sale to Ragan & Massey, Inc., purchaser of Agrilon's
glyphosphate registrations and Agrilon's rights under the data use
agreement with Monsanto.

The Court also ordered that upon the payment of the purchase price
from purchaser to Monsanto, (i) Monsanto's claim scheduled by
Agrilon in the amount of $550,000 will be deemed fully resolved and
marked as paid or satisfied by the Debtors' claims agent, Prime
Clerk LLC; and (ii) Monsanto will have no other or further claim
against the Debtors.

As reported in the TCR on Nov. 18, 2014, prior to the Petition
Date, Agrilon produced and sold glyphosate, an off-patent herbicide
that is the active ingredient in Monsanto's Roundup(R), one of the
most widely sold herbicides in the United States.

Monsanto has registered with the United States Environmental
Protection Agency herbicides containing glyphosate (including any
registered salt of glyphosate) for sale in the United States.  In
connection with the registration, Monsanto developed and submitted
certain test data, reports, analyses and other written submissions
of which Monsanto is the legal owner.

Agrilon also has registered herbicides containing glyphosate with
the USEPA and certain state pesticide regulatory agencies.

Prior to the Petition Date, a dispute arose between Agrilon and
Monsanto centered around the appropriate compensation due Monsanto
from Agrilon pursuant to the Federal Insecticide, Fungicide, and
Rodenticide Act and Federal Food, Drug and Cosmetic Act because
Monsanto's Registration Data were used, considered and relied upon
by USEPA and state pesticide regulatory agencies to support and
maintain Agrilon's Registrations.

Agrilon and Monsanto resolved the Prepetition Dispute by entering
into that certain Glyphosate Data Use and Compensation Settlement
Agreement effective Jan. 17, 2012, an Amendment to Glyphosate Data
Use and Compensation Settlement Agreement effective July 18, 2013,
a Second Amendment to Glyphosate Data Use and Compensation
Settlement Agreement effective Oct. 24, 2013, and a Third
Amendment to Glyphosate Data Use and Compensation Settlement
Agreement effective April 2, 2014.

Agrilon subsequently failed to make certain payments to Monsanto
when due under the Data Use Agreement.  In addition, a dispute has
arisen between Agrilon and Monsanto as to: (i) whether the Data
Use Agreement constitutes an "executory contract" within the
meaning of Section 365 of the Bankruptcy Code; (ii) Agrilon's
ability to sell Agrilon's Registrations free and clear; and (iii)
the amount of Monsanto's claim against Agrilon's estate.

In this relation, the salient terms of the agreement are:

   a) The purchaser will pay $500,000 to Monsanto within five
business days after (and subject to) the Court's approval of the
agreement and entry of a final, non-appealable order with respect
thereto;

   b) Monsanto will be deemed to have waived any and all claims it
has or may have against each of the Debtors or their estates,
including but not limited to any right of payment in connection
with the Data Use Agreement, which will be deemed fully and
finally satisfied; and

   c) Agrilon will sell, convey, transfer, assign and deliver to
Purchaser, and purchaser will purchase and assume, all of
Agrilon's right, title and interest in Agrilon's Registrations and
associated customer lists and good will, Agrilon's entire
membership interest in the Task Force (subject to the
necessary approval of each Member of the Task Force) and all of
Agrilon's rights and obligations under the Data Use Agreement.

A copy of the Settlement is available for free at

  http://bankrupt.com/misc/UniversalCoop_586_saleofrights.pdf

                   About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members to procure, and/or manufacture, and distribute high
quality products at competitive prices. Universal has 14 voting
members and over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-
11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection Alliance, LLC; Agrilon International, LLC; and Pavalon,
Inc.  UCI do Brasil, a majority-owned subsidiary located in
Brazil, is not a debtor in the Chapter 11 cases

The cases are assigned to Judge Mary F. Walrath.

Universal estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Heritage estimated less than $10
million in assets and debt.  Universal Cooperatives disclosed
$12,090,939 in assets and $29,320,221 in liabilities as of the
Chapter 11 filing.

The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley
& Lardner LLP, as counsel; The Keystone Group, as financial
advisor and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is
represented by Daniel J. McGuire, Edward Kosmowski, Esq., and
Gregory M. Gartland, Esq., at Winston & Strawn, LLP.

The United States Trustee for Region 3 has appointed seven members
to the Official Committee of Unsecured Creditors, which is
represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and
Timothy R. Wheeler, Esq., at LOWENSTEIN SANDLER LLP, in Roseland,
New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien,
Esq., at VENABLE LLP, in Wilmington, Delaware.



US COAL: Wants Until March 31 to Assume or Reject Leases
--------------------------------------------------------
Licking River Mining, LLC, et al., in a second motion, ask the
Bankruptcy Court to extend until March 31, 2015, the deadline by
which the Original Debtors may assume or reject certain of their
unexpired, nonresidential real property leases.  Absent an
extension, the Original Debtors -- Licking River Resources, Inc.,
Licking River Mining, LLC, S. M. & J., Inc., J.A.D. Coal Company,
Inc., Fox Knob Coal Co., Inc., U.S. Coal Corporation -- have until
Jan. 8, to assume or reject the unexpired leases.

                 About U.S. Coal and Licking River

On May 22, 2014, an involuntary Chapter 11 petition was filed
against Licking River Mining, LLC, before the United States
Bankruptcy Court for the Eastern District of Kentucky.  On May 23,
2014, an involuntary Chapter 11 petition was filed against Licking
River Resources, Inc. and Fox Knob Coal., Inc.  On June 3, 2014,
an involuntary Chapter 11 petition was filed against S.M. & J.,
Inc. On June 4, 2014, an involuntary Chapter 11 petition was filed
against J.A.D. Coal Company, Inc.  On June 12, 2014, the Court
entered an order for relief in each of the bankruptcy cases.

On June 10, 2014, an involuntary Chapter 11 petition was filed
against U.S. Coal Corporation.  On June 27, 2014, the Court
entered an order for relief in U.S. Coal's bankruptcy case.

On Nov. 4, 2014, Harlan County Mining, LLC, Oak Hill Coal, Inc.,
Sandlick Coal Company, LLC, and U.S. Coal Marketing, LLC, filed
petitions in the United States Bankruptcy Court for the Eastern
District of Kentucky seeking relief under chapter 11 of the United
States Bankruptcy Code.  The Debtors' cases have been assigned to
Chief Judge Tracey N. Wise.  The Debtors are seeking to have their
cases jointly administered for procedural purposes, meaning that
upon entry of such an order all pleadings will be maintained on
the case docket for Licking River Mining, LLC, Case No. 14-10201.

U.S. Coal produces and sells thermal coal purchased primarily by
utilities and trading companies and specialty coal purchased by
various industrial customers and trading companies (known as
"stoker" coal).   U.S. Coal operates through two divisions: (1)
the Licking River Division that was formed through the acquisition
of LR Mining, LRR, and S.M. & J., and Oak Hill Coal, Inc. in
January 2007 for $33 million., and (2) the J.A.D. Division that
was formed through the acquisition of JAD and Fox Knob, and
Sandlick Coal Company, LLC and Harlan County Mining, LLC in April
2008 for $41 million.  Both the LRR Division and the JAD Division
are located in the Central Appalachia region of eastern Kentucky.
The LRR Division has approximately 26.3 million tons of surface
reserves under lease.  The JAD Division has 24.4 million tons of
surface reserves, both leased and owned real property.  At
present, U.S. Coal has three surface mines in operation between
the LRR Division and JAD Division.

The Official Committee of Unsecured Creditors has tapped Barber
Law PLLC and Foley & Lardner as attorneys.

The Debtors are represented by:

         Amelia Martin Adams, Esq.
         Laura Day DelCotto, Esq.
         DELCOTTO LAW GROUP PLLC
         200 North Upper Street
         Lexington, KY 40507
         Tel: (859) 231-5800
         Fax: (859) 281-1179
         E-mail: aadams@dlgfirm.com
                 ldelcotto@dlgfirm.com

               - and -

         Dennis J. Drebsky, Esq.
         Christopher M. Desiderio, Esq.
         NIXON PEABODY LLP
         437 Madison Avenue
         New York, NY 10022-7039
         Tel: (212) 940-3000
         Fax: (212) 940-3111
         E-mail: ddrebsky@nixonpeabody.com
                 cdesiderio@nixonpeabody.com



US COAL: Wants Until May 8 to Propose Chapter 11 Plan
-----------------------------------------------------
Licking River Mining, LLC, et al., ask the Bankruptcy Court to
extend their exclusivity periods to file their chapter 11 plan and
disclosure statement until May 8, 2015, and solicit acceptances for
that plan until July 9.

On May 22, 2014, an involuntary Chapter 11 petition was filed
against Licking River Mining, LLC, before the United States
Bankruptcy Court for the Eastern District of Kentucky.  On May 23,
2014, an involuntary Chapter 11 petition was filed against Licking
River Resources, Inc. and Fox Knob Coal., Inc.  On June 3, 2014,
an involuntary Chapter 11 petition was filed against S.M. & J.,
Inc. On June 4, 2014, an involuntary Chapter 11 petition was filed
against J.A.D. Coal Company, Inc.  On June 12, 2014, the Court
entered an order for relief in each of the bankruptcy cases.

On June 10, 2014, an involuntary Chapter 11 petition was filed
against U.S. Coal Corporation.  On June 27, 2014, the Court
entered an order for relief in U.S. Coal's bankruptcy case.

On Nov. 4, 2014, Harlan County Mining, LLC, Oak Hill Coal, Inc.,
Sandlick Coal Company, LLC, and U.S. Coal Marketing, LLC, filed
petitions in the United States Bankruptcy Court for the Eastern
District of Kentucky seeking relief under chapter 11 of the United
States Bankruptcy Code.  The Debtors' cases have been assigned to
Chief Judge Tracey N. Wise.  The Debtors are seeking to have their
cases jointly administered for procedural purposes, meaning that
upon entry of such an order all pleadings will be maintained on
the case docket for Licking River Mining, LLC, Case No. 14-10201.

U.S. Coal produces and sells thermal coal purchased primarily by
utilities and trading companies and specialty coal purchased by
various industrial customers and trading companies (known as
"stoker" coal).   U.S. Coal operates through two divisions: (1)
the Licking River Division that was formed through the acquisition
of LR Mining, LRR, and S.M. & J., and Oak Hill Coal, Inc. in
January 2007 for $33 million., and (2) the J.A.D. Division that
was formed through the acquisition of JAD and Fox Knob, and
Sandlick Coal Company, LLC and Harlan County Mining, LLC in April
2008 for $41 million.  Both the LRR Division and the JAD Division
are located in the Central Appalachia region of eastern Kentucky.
The LRR Division has approximately 26.3 million tons of surface
reserves under lease.  The JAD Division has 24.4 million tons of
surface reserves, both leased and owned real property.  At
present, U.S. Coal has three surface mines in operation between
the LRR Division and JAD Division.

The Official Committee of Unsecured Creditors has tapped Barber
Law PLLC and Foley & Lardner as attorneys.



WALLDESIGN INC: Centex Homes Wants Relief From Stay
---------------------------------------------------
Centex Homes asks the bankruptcy court presiding over Walldesign
Inc.'s Chapter 11 case to enter an order granting Centex relief
from stay in order to enforce its remedies and to proceed to final
judgment in a nonbankruptcy forum.  Centex says its claims arise
under non-bankruptcy law and can be most expeditiously resolved in
the non-bankruptcy forum.  Centex seeks recovery only from
applicable insurance, if any, and waives any deficiency or other
claim against the Debtor or property of the Debtor's bankruptcy
estate.

                          About Walldesign

Walldesign Inc., incorporated in 1983, installs drywall,
insulation, plaster and provides related
services to single and multi-family construction projects
throughout California, Nevada and Arizona.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Cash flow problems slowed
payments to vendors, precipitating collection lawsuits forcing it
to seek Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-10105)
on Jan. 4, 2012.  The Debtor estimated $10 million to $50 million
in assets and debt.  

Marc J. Winthrop, Esq., Sean A. O'Keefe, Esq., and Jeannie Kim,
Esq., at Winthrop Couchot, serve as the Debtor's counsel.  Brian
Weiss of BSW & Associates serve as the Debtor's chief restructuring
officer.  The official committee of unsecured creditors  tapped
Jones Day as its counsel.

The Court confirmed the plan of liquidation of Walldesign on July
30, 2014.  The liquidation plan was jointly proposed by the company
and the unsecured creditors' committee.  The plan calls for the
liquidation of Walldesign's assets and payments to holders of
administrative claims and other creditors entitled to distributions
of all cash on hand well as net proceeds realized from the
litigation of claims held by the estate and liquidation of other
assets.




[*] Junk Default Rate Only 2% in 2015, Even as Caesars Totters
--------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that even though the possibly impending bankruptcy
by Caesars Entertainment Corp. will add almost one percentage point
to the default rate, Fitch Ratings predicted that junk-bond
defaults will finish 2015 in the range of 1.5 percent to 2
percent.

According to the report, citing Fitch, the weak sector is energy,
where debt has grown 155 percent since late 2009.  Where 72 percent
of energy-related debt rated at B- or lower was trading at par in
July, only 4 percent now commands par, the report said, further
citing Fitch.


                            *********

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.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

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, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2015.  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
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are $25 each.  For subscription information, contact Peter A.
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                   *** End of Transmission ***