TCR_Public/140403.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, April 3, 2014, Vol. 18, No. 92

                            Headlines

1250 OCEANSIDE: Creditors Oppose Sun Kona's Bid to Estimate Claim
3600 K AVENUE: Case Summary & 2 Unsecured Creditors
ALLY FINANCIAL: Fitch Raises LT Issuer Default Rating to 'BB+'
ALLY FINANCIAL: NYSE Delists 7.375% Notes due Dec. 16, 2044
AMERICAN APPAREL: Delays 2013 Form 10-K Over NYSE Noncompliance

AMISTAD CHRISTIANA: Voluntary Chapter 11 Case Summary
AMIT PROPERTIES: Voluntary Chapter 11 Case Summary
ANACOR PHARMACEUTICALS: Reports $84.7 Million Net Income in 2013
ASPEN GROUP: Incurs $1.7 Million Net Loss in Jan. 31 Quarter
AVAGO TECHNOLOGIES: Moody's Assigns Ba2 Corporate Family Rating

AVIANCA HOLDINGS: Fitch Rates $250MM Unsecured Notes 'B+'
BAYFRONT MARINA: Case Summary & 20 Largest Unsecured Creditors
BIOFUELS POWER: Director Rich DeGarmo Quits for Personal Reasons
BINGO.COM LTD: Davidson & Company Raises Going Concern Doubt
BOMBARDIER INC: Fitch Affirms 'BB-' IDR & Rates $1.8BB Notes 'BB-'

BON-TON STORES: Declares Cash Dividend of 5 Cents Per Share
BOSS KING: Case Summary & 3 Unsecured Creditors
BROWNIE'S MARINE: Incurs $788,000 Net Loss in 2013
BROWNSVILLE MD: Plan Solicitation Exclusivity Set to Expire
BUDD COMPANY: Former Auto Supplier in Chapter 11

BUDD COMPANY: Bankrupt Former Auto Supplier Has $1.2-Bil. Debt
BUDD COMPANY: Wants to Form Retirees Committee
BUDD COMPANY: Settles Potential Claims With ThyssenKrupp
BUDD COMPANY: Case Summary & 20 Largest Unsecured Creditors
BUFFET PARTNERS: Creditors' Panel Hires Munsch Hardt as Attorneys

BUFFET PARTNERS: Panel Taps Mesirow as Financial Advisors
BUFFET PARTNERS: Creditors' Panel Hires Pachulski Stang as Counsel
BUFFET PARTNERS: Court Approves Brookwood as Investment Banker
CAESARS ENTERTAINMENT: Gets Partial OK for Resort in South Korea
CALYPTE BIOMEDICAL: Authorized Common Shares Hiked to 2.4-Bil.

CAPROCK OIL: MaloneBailey LLP Raises Going Concern Doubt
CEREPLAST INC: Court Approves Chapter 7 Liquidation
CEREPLAST INC: Files Amended Application to Hire Austin as Counsel
CHAMPION INDUSTRIES: Number of Directors Fixed at Seven
CHANNEL CONSTRUCTION: Case Summary & 29 Top Unsecured Creditors

CLUBCORP CLUB: S&P Affirms 'B+' CCR & Cuts Sr. Debt Rating to 'B+'
COASTLINE INVESTMENTS: Files Schedules of Assets and Liabilities
COGENT COMMUNICATIONS: Moody's Affirms 'B3' Corp. Family Rating
COGENT COMMUNICATIONS: S&P Assigns 'B-' Rating to $200MM Sr. Notes
COMMUNITY HEALTH: Case Summary & 20 Largest Unsecured Creditors

COMMUNITY MEMORIAL: Seeks Approval to Sell Mackinaw Property
COMPETITIVE TECHNOLOGIES: Seeks to Void Former CFO's Actions
COPYTELE INC: Incurs $3.6 Million Net Loss in Jan. 31 Quarter
CROSSOVER FINANCIAL I: Court Confirms Reorganization Plan
CROWN CASTLE: Fitch Rates New $500MM Sr. Unsecured Notes 'BB-'

CROWN CASTLE: Moody's Rates $500MM Senior Unsecured Notes 'B1'
CROWN CASTLE: S&P Assigns BB- Rating to $500MM Sr. Unsecured Notes
DELTA AIR LINES: U.S. Supreme Court Backs Frequent-Flier Programs
DEMCO INC: Sec. 341 Creditors' Meeting on June 23
DJA CORP: Case Summary & 12 Unsecured Creditors

DOLAN COMPANY: Obtains Interim Approval of Stock Trading Protocol
DOLAN COMPANY: Seeks to Employ Kirkland & Ellis as Counsel
DOLAN COMPANY: Can Employ Kurtzman Carson as Claims & Admin. Agent
DOLAN COMPANY: Employs Pachulski as Local Delaware Counsel
DOME PETROCHEMICAL: Case Summary & 12 Unsecured Creditors

ECOSPHERE TECHNOLOGIES: Reports $19.2 Million Net Income in 2013
EDGENET INC: Former Owner Wants Investigation Period Extended
EFUSION SERVICES: Court Approves Powell Theune as Counsel
EFUSION SERVICES: April 10 Evidentiary Hearing on Case Dismissal
ELBIT IMAGING: Gamida Receives Acquisition Proposal

ELBIT IMAGING: Fails to Comply with NASDAQ's $1 Bid Price Rule
ELEPHANT TALK: Delays Form 10-K for 2013
ELITE PHARMACEUTICALS: Board Classified Into 3 Classes
ELITE PRECISION: Case Summary & 11 Unsecured Creditors
EMPIRE RESORTS: Incurs $27 Million Net Loss in 2013

EMPRESAS OMAJEDE: BPPR Says Plan Outline Should be Rejected
ENERGY FUTURE: Owners May Almost Walk Away from Company
ERF WIRELESS: CFO Richard Royall Resigns, Replacement Named
EVERYWARE GLOBAL: S&P Puts 'B' CCR on CreditWatch Negative
EXIDE TECHNOLOGIES: Wells Fargo Opposes Hiring of MCAM

FINJAN HOLDINGS: Unit Issued Patent for Mobile Code Protection
FIRED UP: Seeks Approval to Use Cash Collateral
FIRED UP: Rejecting Leases for 15 of 19 Closed Restaurants
FIRED UP: 31% of Suppliers Identified as Critical Vendors
FIRST WIND: Moody's Assigns B3 Rating to $75MM Sr. Secured Notes

FLETCHER INT'L: Mass. Pension Fund Sues Founder for Fraud
FOREST OIL: Liquidity Position No Impact on Moody's 'B3' CFR
FREESEAS INC: RBSM LLP Raises Going Concern Doubt
GENERAL MOTORS: CEO Barra Learned Late About Faulty Switches
GENERAL MOTORS: Senators Challenge Barra, Push for Faster Change

GLOBAL EAGLE: Rose Snyder & Jacobs Raises Going Concern Doubt
GLOBAL GEOPHYSICAL: Wins Interim Approval of 1st Day Motions
GLOBAL GEOPHYSICAL: DIP Loan Has Interim Okay; TPG Declares War
GLOBAL GEOPHYSICAL: Has Prime Clerk as Claims Agent
GOOD SAMARITAN: S&P Revises Outlook on 'B+' Rating to Negative

GORDON STREET APARTMENTS: Voluntary Chapter 11 Case Summary
GREEN FIELD: Tucson Embedded Objects to Sealing of Examiner Report
GREEKTOWN HOLDINGS: Suspending Filing of Reports with SEC
GREENE TECHNOLOGIES: Case Summary & 20 Top Unsecured Creditors
HERON LAKE: Reports $5.9 Million Net Income in Jan. 31 Quarter

HERCULES OFFSHORE: Selling $300 Million Senior Notes Due 2022
HOMESTEAD AT WHITEFISH: Case Summary & 15 Unsecured Creditors
HOT DOG ON A STICK: Court Approves Information Access Protocol
HOT DOG ON A STICK: Can Hire Rust Omni as Claims Noticing Agent
HOUSTON REGIONAL: April 11 Conference in Astros Appeal

ID PERFUMES: Grants GAB Exclusive License to "Adam Levine"
IMAGEWARE SYSTEMS: Incurs $9.8 Million Net Loss in 2013
IN PLAY MEMBERSHIP: To Present Plan for Confirmation April 28
INDUSTRIAL ENTERPRISES: Plan Hinges on Litigation Recoveries
INTERFAITH MEDICAL: Court Expands Scope of Ernst & Young's Work

JEH COMPANY: Sells Two 2010 Ford Focus Vehicles
JEH COMPANY: Mercedes-Benz Financial Objects to Plan
K ANTHONY INC: Case Summary & 16 Unsecured Creditors
KIDSPEACE CORP: U.S. Trustee Opposes Executive Bonuses under Plan
LANDSTAR ENTERPRISES: Voluntary Chapter 11 Case Summary

LAS VEGAS SANDS: Fitch Assigns 'BB+' Issuer Default Rating
LINDSAY GENERAL: Creditors to Have 70% of GetAutoInsurance.com
LONGVIEW POWER: S&P Assigns 'B' Rating to $150MM Credit Facility
LPATH INC: Incurs $6.5 Million Net Loss in 2013
LSP MADISON: Moody's Affirms 'Ba2' Senior Secured Term Debt

LTI HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating
MARANI BRANDS: Bodie Investment Stake 9.8% as of March 18
MATRIX ASSET: To Delist Shares; Expresses Going Concern Doubt
MERIDIAN SUNRISE: Giving a Debtor a Big Club Against Lenders
METROGAS SA: Discloses ARS256-Mil. Income for 2103

MOBIVITY HOLDINGS: Completes Acquisition of SmartReceipt
MONTREAL MAINE: Firm Barred from Representing Victims' Panel
MORNINGSTAR MARKETPLACE: Court Okays Smigel Anderson as Attorney
MOTORSPORT RANCH: Court Dismisses Chapter 11 Case
MOUNT SAINT MARY: Moody's Affirms 'Ba2' Bond Rating; Outlook Neg.

MT. GOX: U.S. Judge Orders Founder to Dallas
NAUSETPOINT CORP: Case Summary & 20 Largest Unsecured Creditors
NAVISTAR INTERNATIONAL: Plans to Offer $350MM Convertible Notes
NCFO BUILDING: Case Summary & 20 Largest Unsecured Creditors
NORTEK INC: S&P Affirms 'B' CCR & Rates $350MM Sr. Loan 'BB-'

NORTH ADAMS REGIONAL: State Officials Working to Reopen Facility
NUVILEX INC: Incurs $458,700 Net Loss in Jan. 31 Quarter
OREMEX SILVER: Delays Filing of Financial Statements; Seeks MCTO
ORIANA TECHNOLOGIES: Vector Collects on Notes Receivable
PA ENTERTAINMENT: Case Summary & 15 Largest Unsecured Creditors

PITT PENN: Court Approves Electronic Balloting Procedures
PLANDAI BIOTECHNOLOGY: Amends Report on Accountant Resignation
PVR PARTNERS: Moody's Hikes Rating on Sr. Unsecured Notes to B1
QUANTUM FOODS: Can Hire Winston & Strawn as Chapter 11 Counsel
QUANTUM FOODS: Hires FTI to Provide CRO and Support Personnel

QUANTUM FOODS: Court Okays Young Conaway as Delaware Co-Counsel
QUANTUM FOODS: Gets Court Approval to Hire BMC as Claims Agent
QUANTUM FOODS: Has Final Authority to Tap $60 Million Crystal Loan
QUIZNOS CORP: 7 Members Appointed to Creditors' Committee
RAY FISHER PHARMACY: Case Summary & 20 Top Unsecured Creditors

REGENCY OF BOROUGH: Case Summary & 20 Largest Unsecured Creditors
RIVIERA HOLDINGS: In Talks With Lenders Over Default
SALINAS INVESTMENTS: Case Summary & 14 Unsecured Creditors
SANUWAVE HEALTH: Closes $10MM Private Placement Led By RA Capital
SCIENTIFIC LEARNING: Noel Moore Stake at 7.7% as of Dec. 31

SCRUB ISLAND: Hearing on Plan Outline on April 14
SEARS HOLDINGS: Incurs $1.4 Billion Net Loss in 2013
SECUREALERT INC: Acquires Israel-Based GPS Surveillance System
SESAC HOLDCO: Moody's Rates $115MM First Lien Term Debt 'B2'
SMOKEY MOUNTAIN: Sec. 341 Creditors' Meeting Today

STELERA WIRELESS: UST Names 2-Member Equity Committee
STHI HOLDINGS: Moody's Places B2 CFR on Review for Downgrade
TEAM NATION: Suspending Filing of Reports with SEC
TRUVEN HEALTH: Moody's Lowers Corp. Family Rating to 'B3'
TRUVEN HEALTH: S&P Affirms 'B' CCR & Lowers Debt Rating to 'B'

TUSCANY INTERNATIONAL: Can Proceed with May 2 Auction of Assets
UNITED EQUITY: Case Summary & 11 Unsecured Creditors
UNIVERSAL HOSPITAL: S&P Lowers Corp. Credit Rating to 'B'
USG CORP: To Redeem Remaining $75 Million Convertible Notes
VIGGLE INC: To Effect a 1-for-80 Reverse Stock Split

VISCOUNT SYSTEMS: Obtains $750,000 From Private Placement
WALNUT BUSINESS: Voluntary Chapter 11 Case Summary
WEST FLORIDA RECYCLING: Case Summary & 20 Top Unsecured Creditors
WILDCAT APARTMENTS: Voluntary Chapter 11 Case Summary
WJO INC: Sec. 341 Creditors' Meeting Set for April 14

YOSHI'S SAN FRANCISCO: Sec. 341 Creditors' Meeting on April 21
YRC WORLDWIDE: Marc Lasry Stake at 25.5% as of March 14

* Coldwell to Auction Virginia Equestrian Estate on April 26

* Computershare Acquires SG Vestia Systems
* Encore Capital Closes Acquisition of Interest in Grove Capital
* KCC Recognized as Best Claims Administrator by ALM
* Walter F. Benenati Among OBJ's Top Bankruptcy Law Firms

* Recent Small-Dollar & Individual Chapter 11 Filings


                             *********


1250 OCEANSIDE: Creditors Oppose Sun Kona's Bid to Estimate Claim
-----------------------------------------------------------------
A group of creditors asked U.S. Bankruptcy Judge Robert Faris to
deny the request of Sun Kona Finance I, LLC to estimate its claim
at $627 million for the purpose of confirming the Chapter 11 plan
of 1250 Oceanside Partners.

The group led by the trustees of The William and Virginia Batiste
Revocable Trust questioned the validity of the claim, saying the
transactions which form the basis for the claim are "highly
unusual and irregular."

"The court must find for the purposes of plan confirmation that
[Sun Kona] does not have a secured claim," the group said, adding
that any claim the company does have is much less than the $627
million that is stated in its claim.

In October last year, the Batiste-led group filed two separate
cases against Sun Kona.  The first case seeks to reclassify Sun
Kona's claim as an equity interest in Oceanside, disallow or
subordinate it to unsecured claims.  The other case alleges that,
as general partner of Oceanside, Sun Kona should be held liable
for all of the debts of Oceanside.

Meanwhile, Oceanside believes it is not necessary to estimate the
claim at such amount for purposes of confirmation.  It urged the
court to determine that Sun Kona, for confirmation purposes, has a
claim against the company in an amount at least equal to $357
million and, on that basis, approve the proposed plan.

The Batiste creditors are represented by:

     A. Bernard Bays, Esq.
     Michael Carroll, Esq.
     Christian Chambers, Esq.
     Bays Lung Rose & Holma
     Topa Financial Center
     700 Bishop Street, Suite 900
     Honolulu, Hawaii 96813
     Tel: (808) 523-9000
     E-mail: abb@legalhawaii.com
             mcarroll@legalhawaii.com
             cchambers@legalhawaii.com

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, owners of the 1,800-acre Hokuli'a luxury real
estate development near Kona on the island of Hawaii, sought
Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353)
on March 6, 2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were
part of his development "empire", which included developments
in Hawaii, Arizona, New Mexico and Scotland.  The secured
lender, Bank of Scotland, declared a default and obtained
control of the Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront
on the Kona coast, stopped after the developers were declared
in default under the loan.  Oceanside and Front Nine own most
of the land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as
"Keopuka", near Hokuli'a.  The Hokuli'a was to have 730
residential units, an 18-hole golf course, club and other
amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D.
Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in
its restructuring effort.  They replaced the law firm of Gelber,
Gelber & Ingersoll as general counsel.

1250 Oceanside Partners, its affiliates and lender Sun Kona
Finance I LLC, won court approval of the disclosure statement
explaining a reorganization plan that would turn over ownership to
its secured lender.  Sun Kona would provide a $65 million exit
facility to help make payments under the plan and to fund the
reorganized company when it leaves court protection.  The
Bankruptcy Court will convene a hearing commencing April 2, 2014,
at 9:30 a.m., to consider confirmation of the Third Amended Plan
co-proposed by the Debtor and Sun Kona.

A creditors committee has not been appointed.

James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi &
Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel.


3600 K AVENUE: Case Summary & 2 Unsecured Creditors
---------------------------------------------------
Debtor: 3600 K Avenue, Ltd.
        3600 K Avenue
        Plano, TX 75074

Case No.: 14-40711

Chapter 11 Petition Date: March 31, 2014

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kenneth Kercher, president of general
partner.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/txeb14-40711.pdf


ALLY FINANCIAL: Fitch Raises LT Issuer Default Rating to 'BB+'
--------------------------------------------------------------
Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer
Default Rating (IDR) and senior unsecured debt rating to 'BB+'
from 'BB'.  The Rating Outlook is Stable.

Key Rating Drivers

The rating upgrades reflect increased clarity around Ally's
ownership structure given Ally's recent announcement that it has
launched an initial public offering those shares of its common
stock held by the U.S. Treasury (the Treasury).  The upgrades also
incorporate Ally's improved performance under the Federal
Reserve's most recent DFAST stress test as compared to last year.

The Stable Outlook reflects Fitch's view that while Ally has
addressed a number of structural and organizational challenges
facing the company over the last several years, it still remains
exposed to potential challenges in its operating environment.  For
example, addressing the ResCap litigation and the U.S.
government's large ownership position while meaningfully
increasing the amount of deposit funding are all key milestones
that have supported upward rating momentum, but normalizing asset
quality performance, below-average profitability, and deposit
sensitivity in a rising rate environment all limit the likelihood
of additional upward rating momentum over the Outlook horizon.

Profitability has gradually improved over the last several years,
supported by strong loan and lease originations and expanding
margins.  However, results remain lackluster and below industry
peers.  Fitch expects operating performance to continue to improve
in 2014, supported in part by economic growth, further improvement
in the U.S. labor market, stable credit performance and
incremental margin expansion.  Furthermore, Fitch expects Ally's
management team to remain focused on reducing non-interest
expenses as the company rationalizes its cost structure to reflect
its new strategic focus as a domestic auto lender, after the sale
of its international auto lending operations to General Motors
Financial Company in 2013.

Retail auto net charge-offs increased to 80 basis points (bps) in
2013, up 4bps year over year, but remained well below historical
levels.  Fitch expects credit performance will continue to
normalize, driven primarily by a portfolio mix shift and loan
seasoning although the credit environment is expected to remain
fairly benign over the near term.

Ally's deposit platform, Ally Bank, is a key strategic asset which
has enabled the company to lower its cost of funds and more
effectively compete in the market.  That said, Fitch expects Ally
to continue to utilize a diverse mix of funding sources while
maintaining its investor relationships across various debt markets
(e.g. unsecured debt markets, securitizations, bank loans).  Fitch
views this strategy positively as it reduces concentration risk
and provides more funding flexibility in the event that wholesale
funding sources (securitization and public debt markets) dry up or
become cost prohibitive, or if the online deposit platform
experiences material outflows in a rising interest rate
environment.

Ally maintains adequate liquidity with $19.2 billion of total
consolidated liquidity at year-end 2013. This compares to
unsecured debt maturities of $10.7 billion over the next two
years.  At the parent company, Ally had $13.3 billion of total
liquidity including $6.5 billion of committed unused capacity on
its credit lines, which compares to estimated unsecured debt
maturities of $10.1 billion over the next two years.  Fitch views
unused credit line capacity as potentially less reliable than cash
or high-quality liquid assets, given that it generally requires
eligible assets to collateralize incremental funding.  Fitch
believes the amount of eligible assets could be reduced during a
period of market stress, thereby impacting the company's liquidity
position.

Fitch believes Ally's current liquidity position is adequate and,
when combined with future asset paydowns, provides sufficient
sources to fund new loan originations and meet its debt
obligations at least through 2015.  That said, Fitch would view an
improvement in core holding company liquidity (cash and high-
quality liquid assets) relative to holding company debt
positively.

Ally remains well capitalized, as reflected by Basel I Tier I
capital and Tier I common ratios of 11.8% and 8.8%, respectively,
as of Dec. 31, 2013.  The company estimates that the impact of
enhanced Basel III capital requirements on its Tier 1 common ratio
would be between 20bps and 40bps.  Fitch views the company's
capital position as adequate given the risk profile of its balance
sheet.

Rating Sensitivities

Fitch's Stable Outlook reflects the view that positive rating
momentum is limited over the next 12-24 months.  Longer term,
however, positive ratings momentum could potentially be driven by
further improvements in profitability and operating fundamentals,
measured growth in the currently competitive lending environment
and additional actions to further enhance funding and liquidity
sources while maintaining strong capital levels at both the parent
and operating company levels.  In particular, the durability of
the internet-based deposit platform in a rising rate environment
will be a key determinant in evaluating the strength of Ally's
funding profile.

A material decline in profitability or asset quality, reduced
capital and liquidity levels, an inability to access the capital
markets for funding on reasonable terms, and potential new and
more onerous rules and regulations are among the drivers that
could generate negative rating momentum.

The rating actions are as follows:

Ally Financial Inc.

-- Long-term IDR upgraded to 'BB+' from 'BB';
-- Senior unsecured debt upgraded to 'BB+' from 'BB';
-- Viability rating upgraded to 'bb+' from 'bb';
-- Perpetual preferred securities, series A upgraded to 'B' from
    'B-';
-- Short-term IDR affirmed at 'B';
-- Short-term debt affirmed at 'B';
-- Support rating affirmed at '5';
-- Support Floor affirmed at 'NF'.

GMAC Capital Trust I

-- Trust preferred securities, series 2 upgraded to 'B+' from
    'B'.

The Rating Outlook is Stable.


ALLY FINANCIAL: NYSE Delists 7.375% Notes due Dec. 16, 2044
-----------------------------------------------------------
The New York Stock Exchange LLC filed a Form 25 with the U.S.
Securities and Exchange Commission to remove from listing
7.375 percent Notes due Dec. 16, 2044, of Ally Financial Inc.

                        About Ally Financial

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

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

As of Dec. 31, 2013, the Company had $151.16 billion in total
assets, $136.95 billion in total liabilities and $14.20 billion in
total equity.

                           *     *     *

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

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

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

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.


AMERICAN APPAREL: Delays 2013 Form 10-K Over NYSE Noncompliance
---------------------------------------------------------------
American Apparel, Inc., filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its annual report on Form 10-K for the year ended
Dec. 31, 2013.

The Company is in the process of preparing its plan of compliance
in response to the letter the Company received from NYSE MKT LLC
indicating that the Company is not in compliance with the
continued listing standards of the NYSE MKT set forth in Section
1003(a)(iv) of the NYSE MKT LLC Company Guide.  As previously
disclosed, in order to maintain its listing, the Company must
submit the plan of compliance by March 21, 2014, addressing how it
intends to regain compliance with Section 1003(a)(iv) of the
Company Guide by April 15, 2014, and management has devoted
considerable resources to the development of the Plan of
Compliance.

The Company is also actively pursuing several possible financing
alternatives as a means to increase the Company's available cash
to fund debt service requirements and operational needs.  Also, as
previously disclosed, the Company is engaged in discussions with
Capital One Business Credit Corp. (fka Capital One Leverage
Finance Corp.) with respect to a waiver of the Company's
noncompliance with, and event of default resulting from such
noncompliance with, certain financial maintenance covenants under
its credit facility with Capital One Business Credit Corp. for the
fourth quarter of 2013 and an amendment to the Capital One Credit
Facility that would reset such covenants going forward.

"The foregoing matters have had an adverse impact on the Company's
ability to timely complete its Annual Report," the Company said in
the regulatory filing.  "The Company's staff and resources have
been substantially committed to developing the Plan of Compliance
and seeking financing alternatives, including its discussions with
Capital One Business Credit Corp.  In addition, any financing
transaction or amendment and waiver with respect to the Capital
One Credit Facility, depending on whether or not it were completed
and the terms thereof, would impact the Company's financial
statements disclosures as of and for the year ended December 31,
2013 and other information required to be disclosed in the Annual
Report."

The Company said it would use the net proceeds from any that
financing transaction to fund the Company's near-term interest
payments on certain of its indebtedness, including the April
interest payment on its senior secured notes, and other liquidity
needs.

"In light of the foregoing, the process of completing the
financial statements and the related information required to be
included in the Annual Report could not be completed by the
scheduled filing deadline for the Annual Report," the Company
tells the Commission.

Net sales for the year ended Dec. 31, 2013, are estimated at $634
million, an increase of 3 percent from $617 million for the year
ended Dec. 31, 2012.

Net loss for the year ended Dec. 31, 2013, is estimated at $105
million as compared with $37 million for the year ended Dec. 31,
2012, primarily as a result of a loss on extinguishment of debt
related to the Company's April 2013 refinancing, mark-to-market
adjustments on the warrants, and added costs associated with the
new distribution center.  As a result of the net loss for 2013,
stockholders' deficit as of Dec. 31, 2013, is estimated at $76
million, as compared with stockholders' equity of $22 million as
of Dec. 31, 2012.

Additional information is available for free at:

                       http://is.gd/h3WPhI

                      About American Apparel

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

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

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

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

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 26, 2014,
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'CCC' from 'B-' on Los Angeles-based American Apparel
Inc.  The outlook is developing.

The Troubled Company Reporter, on Nov. 21, 2013, reported that
American Apparel Inc. had its corporate family rating cut one
level to Caa2 by Moody's Investors Service.  The clothing
retailer's probability of default was also lowered one level and
the outlook is negative.


AMISTAD CHRISTIANA: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Amistad Cristiana Inc
          dba Centro De Adoracion Amistad Cristiana
        1147 Skyline Road
        Dale, TX 78616

Case No.: 14-10504

Chapter 11 Petition Date: March 31, 2014

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Hon. Christopher Mott

Debtor's Counsel: Frank B. Lyon, Esq.
                  FRANK B. LYON-ATTORNEY AT LAW
                  Two Far West Plaza #170
                  3508 Far West Blvd.
                  Austin, TX 78731
                  Tel: 512-345-8964
                  Fax: 512-697-0047
                  Email: franklyon@me.com

Estimated Assets: $2.50 million

Estimated Liabilities: $1.80 million

The petition was signed by Pastor Victor Flores, president.

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


AMIT PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Amit Properties, LLC
        P.O. Box 3117
        Corpus Christi, TX 78463

Case No.: 14-20151

Chapter 11 Petition Date: March 31, 2014

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Hon. Richard S. Schmidt

Debtor's Counsel: Ralph Perez, Esq.
                  CAVADA LAW OFFICE
                  4646 Corona Dr., Ste. 165
                  Corpus Christi, Tx 78411
                  Tel: 361-814-6500
                  Fax: 361-814-8618
                  Email: ralph.perez@cavadalawoffice.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gadi Shushan, member.

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


ANACOR PHARMACEUTICALS: Reports $84.7 Million Net Income in 2013
----------------------------------------------------------------
Anacor Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
net income of $84.76 million on $17.22 million of total revenues
for the year ended Dec. 31, 2013, as compared with a net loss of
$56.08 million on $10.74 million of total revenues during the
prior year.  The Company incurred a net loss of $47.94 million in
2011.

The Company's balance sheet at Dec. 31, 2013, shows $172.16
million in total assets, $50.73 million in total liabilities and
$121.43 million in total stockholders' equity.

Ernst & Young LLP, in Redwood City, California, did not issue a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  As reported in the
TCR on Mar 25, 2013, Ernst & Young LLP, in Redwood City,
California, in its report on the Company's financial statements
for the year ended Dec. 31, 2012, expressed substantial
doubt about the Company's ability to continue as a going concern,
citing the Company's recurring losses from operations and its need
for additional capital.

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

                        http://is.gd/mynnGp

                   About Anacor Pharmaceuticals

Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform.  Anacor has discovered eight compounds
that are currently in development.  Its two lead product
candidates are topically administered dermatologic compounds -
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.

                            *   *    *

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


ASPEN GROUP: Incurs $1.7 Million Net Loss in Jan. 31 Quarter
------------------------------------------------------------
Aspen Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.72 million on $1 million of revenues for the three months
ended Jan. 31, 2014, as compared with a net loss of $1.03 million
on $831,562 of revenues for the same period during the prior year.

For the nine months ended Jan. 31, 2014, the Company reported a
net loss of $4.22 million on $2.81 million of revenues as compared
with a net loss of $4.05 million on $2.25 million of revenues for
the same period a year ago.

As of Jan. 31, 2014, the Company had $3.67 million in total
assets, $5.29 million in total liabiities and a $1.62 million
total stockholders' deficit.

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

                        http://is.gd/LKZD0R

                          About Aspen Group

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

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

The Company reported a net loss of $6.01 million on $2.68 million
of revenues for the year ended Dec. 31, 2012, as compared with a
net loss of $2.13 million on $2.34 million of revenues during the
prior year.

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


AVAGO TECHNOLOGIES: Moody's Assigns Ba2 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned ratings to Avago Technologies
Finance Pte. Ltd's, including a Ba2 Corporate Family Rating
("CFR") and Ba1 to the new senior secured facilities. Moody's also
withdrew the Baa3 Issuer Rating. The outlook is stable. These
actions close the ratings review opened December 16, 2013.

Ratings Rationale

"Avago's opening leverage of about 5x LTM February 2014 EBITDA
(Moody's adjusted, including parent debt), is high relative to
similarly-rated semiconductor firms, although rapid deleveraging
is anticipated from debt reduction and profit expansion" noted
Terry Dennehy, Senior Analyst at Moody's Investors Service. "As
well, the acquisition of LSI Corp. will diversify Avago's revenue
streams into the storage market". Avago will extend its product
base further into the growing datacenter market. Like Avago, LSI
has a portfolio of largely proprietary products, most with product
lifecycles of several years or more, which adds predictability to
revenues and the fab-lite manufacturing model lessens the impact
of business cycles on free cash flow. Avago has operated with a
relatively low cost structure, and will seek to implement those
cost controls on LSI operations as the basis for the improved
profits. Due to the scale and breadth of LSI's operations and the
significant differences in operating cost structures, Moody's
believe that the LSI integration will be challenging, particularly
as Avago integrates the engineering teams. Nevertheless, Avago's
management team does have some background, given its prior
experience reducing Avago's cost base following its late 2005
leveraged buyout.

The Ba1 rating of the Senior Secured debt reflects the collateral,
the upstream guarantees from operating subsidiaries, the $1
billion of structurally subordinated convertible debt at the
parent holding company and the cushion of unsecured liabilities at
the operating subsidiaries.

The stable outlook reflects our expectation that Avago will
integrate LSI without significant operational disruption,
incurring integration costs of about $110 million and will achieve
annual cost synergies of at least $140 million. Due to the
integration costs and limited required amortization, Moody's
expect deleveraging over the next year primarily through EBITDA
growth, with debt to EBITDA (Moody's adjusted) declining toward
3.5x by mid to late 2015 as cost synergies are realized, a level
which is more in-line with similarly-rated peers.

The ratings could be upgraded if Avago has successfully integrated
LSI as evidenced by Avago's gross margin and EBITDA margin
(Moody's adjusted) sustained in the 50s and 30s percent level,
respectively. Moody's would also expect for Avago to direct Free
Cash Flow ("FCF") to debt reduction such that debt to EBITDA
declines to below 2.5x on a sustained basis, with some further
deleveraging anticipated.

The rating could be downgraded if the integration of LSI lacks
significant progress, as evidenced by realized cost synergies
below $100 million or a material operational disruption, or if
revenues are growing less than mid-single digits percent annually.
The rating could also be downgraded if Avago is not on-course to
reduce debt to EBITDA (Moody's adjusted) to below 4x over the next
year.

Assignments:

Issuer: Avago Technologies Finance Pte. Ltd.

Senior Secured Bank Credit Facility, Assigned Ba1

Senior Secured Bank Credit Facility, Assigned Ba1

Senior Secured Bank Credit Facility, Assigned a range of LGD3,
37 %

Senior Secured Bank Credit Facility, Assigned a range of LGD3,
37 %

Probability of Default Rating, Assigned and Reinstated to Ba2-PD

Speculative Grade Liquidity Rating, Assigned and Reinstated to
SGL-1

Corporate Family Rating, Assigned and Reinstated to Ba2

Outlook Actions:

Issuer: Avago Technologies Finance Pte. Ltd.

Outlook, Changed To Stable From Rating Under Review

Withdrawals:

Issuer: Avago Technologies Finance Pte. Ltd.

Issuer Rating, Withdrawn , previously rated Baa3

Avago Technologies Finance Pte. Ltd, co-headquartered in San Jose,
California and Singapore, designs, develops, manufactures and
sells a broad array of analog/mixed-signal semiconductor
components for wireless communications, storage, wired
infrastructure, and industrial and automotive electronics.

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


AVIANCA HOLDINGS: Fitch Rates $250MM Unsecured Notes 'B+'
---------------------------------------------------------
Fitch Ratings has assigned a long-term rating of 'B+'/RR5 to
Avianca Holdings S.A.'s unsecured notes reopening of up to USD250
million due in 2020.  These notes will have terms and conditions
identical to the USD 300 million Notes issued in 2013 rated by
Fitch.  The company expects to use the proceeds to general
corporate purposes, including financing its capital expenditures
program.

Fitch currently rates Avianca Holdings and its subsidiaries as
follows:

Avianca Holdings S.A. (Avianca Holdings):

-- Long-term Issuer Default Rating (IDR) 'BB-';
-- Long-term local currency IDR 'BB-';
-- USD300 million unsecured notes due in 2020 'B+/RR5'.

Aerovias del Continente Americano S.A. (Avianca):

-- Long-term IDR 'BB-';
-- Long-term local currency IDR 'BB-'.

Grupo Taca Holdings Limited (Grupo Taca):

-- Long-term IDR 'BB-'.

Avianca Holdings' IDRs reflect its important regional market
position as the leading carrier in Colombia and Central America;
geographic diversification; stable EBITDAR margins; high gross
adjusted leverage, and adequate liquidity.  The ratings also
consider the vulnerability of the company's cash flow generation
to higher fuel prices and the inherent risks of the airline
industry, balanced by the carrier's ability to maintain margins
based on the leader position in the markets where it operates.

The ratings incorporate the company's substantial fleet renewal
plan and its expected impact in the company's competitive market
position, margins, financial leverage and free cash flow.

The company's credit profile is viewed as weak for the rating
category.  The 'B+/RR5' rating for the company's unsecured notes
incorporate the subordination of the company's unsecured notes
with respect to significant levels of secured debt, and below
average recovery prospects in the event of default.  The unsecured
notes are co-issued by Avianca Holdings SA, Grupo TACA Ltd, and
Avianca Leasing LLC.

The Stable Outlook reflects expectations that Avianca Holdings
will expand its operations and withstand competitive pressure
while keeping its credit profile stable.

Key Rating Drivers

Solid Regional Market Position, Stable Margins

Positively Incorporated, Avianca Holdings has a dominant market
position in Colombia's airline market, which is the third most
important in the region after Brazil and Mexico.  Colombia's
domestic and international passenger segments are estimated at
approximately 17 million and 8 million, respectively, of
passengers transported in 2013.  The company's Colombia domestic
market and intra home markets (including Colombia, Peru, Ecuador,
El Salvador, Costa Rica and Guatemala) are 56% and 67%,
respectively. The company's market share in Peru's domestic market
is around 14%.

EBITDAR margins are expected to be around 17%. Avianca Holdings'
financial performance remained stable the last three years when
compared with other regional players that have reached material
deterioration in margins during the same period.  This situation
reflects the company's pricing power - from its solid business
position in its main markets - and its capacity to transfer part
of increases in costs.  The company's EBITDAR and EBITDAR margin
were USD828 million and 18%, respectively, which positively
compares with levels of USD543 million and 14.3% in 2011.

Adequate Business Diversification

Avianca Holdings' business model combines operations in Colombia,
Central America, and South America, which allows the company to
rotate capacity according to market conditions.  Its geographic
diversification allows the company to maintain consistently solid
load factors of around 80% during the last three years, ended in
December 2013.  The company's business diversification is viewed
as adequate with international passengers, domestic passengers,
cargo operations, and the loyalty program segments representing
approximately 61.4%, 22.4%, 10.9%, and 5.3% of the company's total
revenues. The company's business diversification is not expected
to materially change in the short to medium term.

Weakening Liquidity Driven by Exposure to Venezuela

The company's liquidity position has deteriorated during the last
quarters as a result of an increase in its cash position related
to Venezuelan operations.  By the end of Dec. 31, 2013 the
company's total cash position was a USD735 million, which includes
a total cash trapped in Venezuela of around USD297 million or 40%
of the company's total cash.  Although the company has announced
recently that it is executing a major reduction of its operations
in Venezuela, the capacity and timing to repatriate the cash in
Venezuela remains unclear.

For the purpose of the company's liquidity analysis Fitch is not
considering the cash in Venezuela.  With this consideration,
Avianca Holdings S.A.'s adjusted cash position (USD439 million) to
LTM revenues (USD4.6 billion) ratio is estimated at 9.5%.  The
ratings incorporated the view that the company will maintain a
cash position (excluding Venezuela exposure) consistently above 9%
during 2014.  In addition, the company faces debt payment of
USD314 million and USD265 million due during 2014 and 2015,
respectively, which will be refinanced.

High Adjusted Gross Leverage

The ratings are constrained by the company's high adjusted
leverage.  The company had approximately USD4.2 billion in total
adjusted debt at the end of December 2013.  This debt consists
primarily of USD2.3 billion of on-balance-sheet debt, most of
which is secured, and an estimated USD1.9 billion of off-balance-
sheet debt associated with lease obligations.  The company's
rentals payments during 2013 were USD273 million.  The company's
gross adjusted leverage, measured by total adjusted debt/EBITDAR
ratio, was 5.0x at the end of December 2013.  The ratings factor
in the expectation that the company's gross adjusted leverage will
remain in the 5x to 5.5x range during the next two years ended in
December 2015.  Business deleverage is not expected to occur in
the short term to medium term.

Limited FCF Generation Driven by Fleet Capex

The company's execution of its fleet renewal program is viewed
strategically positive over the medium term; however, the fleet
capital expenditure plan will put pressure on the company's FCF
generation over the next years.  The company's capex related to
aircraft equipment for the 2014 - 2016 period is estimated at
USD1.3 billion, which includes approximately USD600 million in
fleet capex being executed during 2014.

In 2013, the company's FCF generation was negative in USD176
million, resulting in FCF margin (LTM FCF/ LTM Revenues) of -3.8%.
2013 FCF calculation considers USD446 million, USD585 million, and
USD37 million in cash flow from operations, capex, and paid
dividends, respectively.  The company's FCF margin is expected to
remain negative around -5% during 2014.  Avianca Holdings'
available seat kilometers was 36.5 billion and 38.7 billion in
2012 and 2013, respectively, and it is expected to grow around 9%
in 2014.

Credit Linkages and Notes' Guarantees Structure Incorporated

The ratings also reflect the Avianca Holdings' corporate structure
and the credit linkage with its subsidiaries, Avianca and Grupo
Taca.  Combined, these two operating companies represent the main
source of cash flow generation for the holding company.  The
significant legal and operational links between the two operating
companies are reflected in the existence of cross-guarantee and
cross-default clauses related to the financing of aircraft
acquisitions for both companies.

Avianca Holdings' unsecured notes are fully and unconditionally
guaranteed on an unsecured, senior basis by Grupo Taca as a co-
issuer and its subsidiaries Taca International Airlines S.A.,
LACSA S.A. and Trans American Airlines S.A. - Taca Peru.  Avianca
Leasing's obligations as a co-issuer of the notes is
unconditionally guaranteed on an unsecured, senior basis by
Avianca up to USD200 million.

Rating Sensitivities

Positive

   -- Although the prospect of an upgrade is unlikely in the
      foreseeable future, Fitch could consider a positive rating
      action if Avianca Holdings generates margins and FCF above
      expectations incorporated in the ratings, resulting in lower
      financial adjusted leverage and the improvement of its
      liquidity profile.

Negatively

   -- Conversely, a negative rating action could be considered if
      the company's credit profile (FCF, financial adjusted
      leverage, or liquidity position) weakens, especially in a
      fuel spike or falling demand scenario. Deterioration in the
      company's credit metrics resulting in gross adjusted
      leverage above 6x and liquidity position of cash to LTM
      revenues consistently below 7% will likely result in a
      downgrade.


BAYFRONT MARINA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bayfront Marina & Yacht Basin, LLC
           dba Bay Front Grill
        96 Bryant Road
        Waretown, NJ 08758

Case No.: 14-16268

Chapter 11 Petition Date: March 31, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Hon. Michael B. Kaplan

Debtor's Counsel: Eugene D. Roth, Esq.
                  LAW OFFICE OF EUGENE D. ROTH
                  Valley Pk. East
                  2520 Hwy 35, Suite 307
                  Manasquan, NJ 08736
                  Tel: (732) 292-9288
                  Fax: (732) 292-9303
                  Email: erothesq@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Keith Boyce, member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb14-16268.pdf


BIOFUELS POWER: Director Rich DeGarmo Quits for Personal Reasons
----------------------------------------------------------------
Rich DeGarmo resigned from his position as a director of Biofuels
Power Corporation's company for personal reasons.  In connection
with Mr. DeGarmo's resignation, the Company's remaining director
appointed Steven S. McGuire, age 58, to serve as a board member
until the Company's next stockholders meeting and to serve as the
Company's Chairman.

Mr. McGuire has served as chief executive officer of the Company's
former parent Texoga Technologies Corp. since 1996 and has served
as a consultant to the Company since inception.  Mr. McGuire also
serves as Project Manager for the Company's Houston Clean Energy
Park.  Mr. McGuire was formerly Chairman, CEO or president of
three energy and technology companies that had operations in three
countries and over 100 employees.  Mr. McGuire is a 1977 graduate
of the University of Illinois, Champaign-Urbana (B.S. Physics) and
is an active member of the Society of Petroleum Engineers and the
Society of Professional Well Log Analysts.

                           Biofuels Power

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

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

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

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


BINGO.COM LTD: Davidson & Company Raises Going Concern Doubt
------------------------------------------------------------
Bingo.com, Ltd., filed with the U.S. Securities and Exchange
Commission on March 25, 2014, its annual report on Form 10-K for
the year ended Dec. 31, 2013.

Davidson & Company 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 and has a
net capital deficiency.

The Company reported a net loss of $788,000 on $1.94 million of
total revenue in 2013, compared with a net loss of $46,200 on
$1.77 million of total revenue in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $3.61 million
in total assets, $238,540 in total liabilities, and stockholders'
equity of $3.37 million.

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

                       http://is.gd/tMip4O

Bingo.com, Ltd., is in the business of owning and marketing a
bingo based entertainment website that provides a variety of
Internet games plus other forms of entertainment, including an
online community, chat rooms, and more.  Located at www.bingo.com,
the Company has built one of the leading bingo portals on the
Internet.

The Company leases office facilities in Vancouver, British
Columbia, Canada, The Valley, Anguilla, British West Indies and
London, United Kingdom.


BOMBARDIER INC: Fitch Affirms 'BB-' IDR & Rates $1.8BB Notes 'BB-'
------------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) and
long-term debt ratings for Bombardier Inc. (BBD) at 'BB-'.  Fitch
has also assigned a rating of 'BB-' to BBD's planned issuance of
approximately $1.8 billion of senior unsecured notes.

Proceeds from the new notes will be used to redeem the company's
EUR 785 million ($1.1 billion) 7.25% notes due 2016 and $162
million of 6.3% notes due 2014.  Proceeds in excess of amounts
required for debt repayment would be available for general
corporate purposes.

The Rating Outlook is Stable.

KEY RATING DRIVERS

Fitch has affirmed BBD's ratings despite the negative impact on
leverage from the planned transaction.  Fitch's view of BBD's
credit profile and future performance has not changed since the
ratings were downgraded one notch in January 2014.  Fitch
continues to believe liquidity is adequate, without including
approximately $500 million of cash proceeds from planned debt in
excess of amounts used for debt repayment.  Proceeds will
strengthen BBD's balance sheet while the company develops the
CSeries and could potentially be used for short periods of no more
than one or two quarters to support temporary liquidity needs
related to timing differences without affecting the ratings.
However, Fitch could consider a negative rating action if excess
cash appears to be permanently deployed due to weaker operating
results or larger capital expenditures than expected.  Fitch
continues to anticipate BBD will reduce debt and leverage
materially after development spending returns toward much lower
levels and the CSeries enters service in the second half of 2015.

The ratings for BBD incorporate an extended period of negative
free cash flow and high leverage while the company develops the
CSeries as well as several other aircraft.  Entry into service for
the CSeries is expected in the second half of 2015 which would be
at least 18 months later than projected when BBD launched the
program.  Entry into service for the CS300, which has received
more than two-thirds of firm orders for the CSeries, would occur
approximately six months later.  Development delays have increased
the total cost of the program as well as risks to the program's
long term profitability.  Fitch expects the delays may lead to
penalties and defer future debt reduction.

FCF may not become solidly positive on an annualized basis until
late 2015 and was negative $1.5 billion in 2013.  Near-term
pressure on FCF includes low margins and development spending at
Bombardier Aerospace (BA) as well as low margins at Bombardier
Transportation (BT) that are improving more slowly than originally
expected. BBD's total capital spending likely peaked in 2013,
reflecting plans to reduce annual capital spending at BA by $700
million or more over the next two years.

Debt/EBITDA at Dec. 31, 2013 was 6.2x and may decline only
slightly below 6x by the end of 2014 when including the planned
net increase in debt.  Fitch expects FFO Adjusted Leverage of 5.5x
at Dec. 31, 2013 could increase towards 7x in 2014 before
returning to a lower level.  A decline in leverage should result
from a gradual improvement in operating earnings and, over the
longer term, future debt reduction.

The Stable Outlook incorporates Fitch's view that BBD's credit
metrics, adjusted for the new debt, are near trough levels and
that liquidity, including cash and availability under bank
facilities, should be sufficient through 2014 before FCF begins to
improve.  However, BBD's weak credit metrics make it vulnerable to
any future negative developments which, if not resolved
effectively, could result in a negative rating action.

A developing rating concern is the impact on BBD from economic
sanctions on Russia. Ilyushin Finance Co. has placed firm orders
for 32 CS300 aircraft, which Fitch believes could be at risk
depending on how events unfold.  Also, BA expects delays are
possible in negotiating an agreement with Rostec to build and sell
turboprop aircraft in Russia.  Furthermore, Russia and other
members of the Commonwealth of Independent States are a promising
source of future growth for BT's signaling, railcar and locomotive
business, and the imposition of trade limits with Russia could
diminish this opportunity.

Other concerns include margin pressure at BA that reflects costs
for the CSeries and weak demand in the smaller end of the business
jet market.  Demand is better for large business jets. Orders for
regional jets and turboprops have been low as the market shifts
toward larger aircraft but could increase modestly, partly
reflecting increasing airline profitability.  Although BA's
backlog is at a solid level, many aircraft orders are for fleet
business jets and CSeries aircraft which will be delivered over
several years.

First flight for the CSeries was achieved in September 2013, nine
months after the original target date.  The CSeries is the largest
and most important development program at BA, and the company's
ability to recoup its investment and establish a competitive
position in the 100-149 seat category will require satisfactory
performance of new technologies and sufficient orders to establish
a viable market for the aircraft.  There are currently 201 firm
orders from 17 customers and lessees for the CSeries compared to
BBD's target of 300 orders from 20 - 30 customers by the time the
CSeries enters service.  Program risks should decline as flight
testing progresses and BBD demonstrates its ability to meet
performance targets for the CSeries, including fuel efficiency and
noise reduction.

Margins at BT have been slower than planned due to recurring
execution challenges on certain contracts.  The segment margin was
5.8% in 2013 before special items, compared to a long term target
of 8%.  Operating challenges are gradually being addressed but
remain a risk. BT operates in more stable markets than BA, partly
reflecting significant revenue from government customers that have
supported BT's orders and backlog.

Rating concerns are mitigated by BBD's diversification and strong
market positions in the aerospace and transportation businesses
and BA's portfolio of commercial aircraft and large business jets.
The company has continued to refresh its aircraft portfolio which
should position it to remain competitive.  The Global 7000 and
8000 aircraft are scheduled for entry into service in 2016 and
2017, respectively, and the Learjet 70 and 75 entered service in
the fourth quarter of 2013.  First flight for the Learjet 85,
originally planned for the fourth quarter of 2013, has been
further postponed to an unspecified date due to a required
software update.

BBD's liquidity at Dec. 31, 2013 included approximately $3.4
billion of cash and equivalents, and availability under a $750
million bank revolver that matures in 2017.  In addition, BT has a
EUR 500 million revolver that matures in 2016.  Both facilities
were unused. BA and BT also have LC facilities that are used to
support performance risk and secure advance payments from
customers.  The bank facilities contain various leverage and
liquidity requirements for both BA and BT, which remained in
compliance at Dec. 31, 2013.  Minimum required liquidity at the
end of each quarter is $500 million at BA and EUR600 million at
BT. BBD does not disclose required levels for other covenants.
Fitch expects covenants may be adjusted if necessary to
incorporate the impact of BBD's planned debt in order to mitigate
the risk of covenant defaults.

In addition to the two committed facilities, BBD uses other
facilities including a performance security guarantee (PSG)
facility that is renewed annually as well as bilateral agreements
and bilateral facilities with insurance companies and banks.  BA
uses committed sale and leaseback facilities ($138 million
outstanding at Dec. 31, 2013) to help finance its trade-in
inventory of used business aircraft.

In addition, BT uses off-balance-sheet, non-recourse factoring
facilities in Europe under which nearly $1.5 billion was
outstanding.  Usage under factoring facilities has increased
significantly during the past four years and has nearly doubled
since the end of 2011.  Fitch expects these facilities will
continue to be available, but BBD's cash flow and liquidity could
be reduced if the availability of funding declines.

Liquidity is offset by current debt maturities due in 2014 that
totaled $215 million at Dec. 31, 2013; debt maturities are minimal
in 2015 and total approximately $1.9 billion in 2016.  These
amounts are before adjustments for debt repayment related to the
planned debt issuance.  In addition to long-term debt, BBD had
nearly $800 million of other current financial liabilities at the
end of 2013 including refundable government advances, sale and
leaseback obligations, lease subsidies and other items.  BBD also
has contingent liabilities related to aircraft sales and financing
and to foreign currency risk. BA's contingent liabilities have
been generally stable or slightly lower, except trade-in
commitments for used aircraft which have increased due to the
growth in orders for larger business jets.

Pension contributions to defined benefit plans are estimated by
BBD at $410 million in 2014 which would be down slightly from $481
million in 2013.  At the end of 2013, net pension obligations
declined below $1.7 billion from $2.5 billion at the end of 2012
due to an increase in discount rates and positive asset returns.
The obligation included $725 million of unfunded plans. Funded
plans at the end of 2013 were 90% funded.

RATING SENSITIVITIES

Future developments that may, individually or collectively, lead
to a negative rating action include:

   -- Liquidity is insufficient to carry BBD through the current
      development cycle at BA. Fitch would view liquidity as a
      significant concern if cash balances fall below
      approximately $1.5 billion, before considering the impact of
      proceeds from incremental debt, compared to $3.4 billion at
      Dec. 31, 2013;

   -- Inability by BBD to return to consistently positive
      annualized FCF by the end of 2015;

   -- The CSeries is delayed again, or orders do not reach BBD's
      target of 300 aircraft before entry into service;

   -- Demand for commercial and business jet markets is weaker
      than expected, leading to flat or lower total deliveries in
      2014.

A positive rating action is unlikely in the near term.  However,
future developments that could, individually or collectively,
support a positive rating action over the long term include:

   -- The CSeries enters service in the second half of 2015 with
      sufficient orders to generate a positive return on the
      program;

   -- BT improves project execution and builds stronger margins;

   -- FCF becomes sufficiently positive to fund debt reduction
      after development spending for aerospace programs winds
      down.

Fitch has affirmed BBD's ratings as follows:

   -- IDR at 'BB-';
   -- Senior unsecured revolving credit facility at 'BB-';
   -- Senior unsecured debt at 'BB-';
   -- Preferred stock at 'B'.

The Rating Outlook is Stable.

BBD's debt, as calculated by Fitch, totaled nearly $7.3 billion at
Dec. 31, 2013.  The amount includes sale and leaseback obligations
and is adjusted for $347 million of preferred stock which Fitch
gives 50% equity interest.  The debt amount excludes adjustments
for interest swaps reported in long-term debt as the adjustments
are expected to be reversed over time.


BON-TON STORES: Declares Cash Dividend of 5 Cents Per Share
-----------------------------------------------------------
The Bon-Ton Stores, Inc.'s Board of Directors declared a cash
dividend of five cents per share on the Class A Common Stock and
Common Stock of the Company payable May 5, 2014, to shareholders
of record as of April 17, 2014.

                        About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 270 department
stores, which includes 10 furniture galleries, in 25 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

For the 39 weeks ended Nov. 2, 2013, the Company reported a net
loss of $64.89 million.  The Company incurred a net loss of $21.55
million for the year ended Feb. 2, 2013, following a net loss of
$12.12 million for the year ended Jan. 28, 2012.  The Company's
balance sheet at Nov. 2, 2013, showed $1.80 billion in total
assets, $1.75 billion in total liabilities and $48.87 million in
total shareholders' equity.

                           *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on The Bon-Ton
Stores Inc.


BOSS KING: Case Summary & 3 Unsecured Creditors
-----------------------------------------------
Debtor: The Boss King Group, LLC
        109 Heron Drive
        Kathleen, GA 31047

Case No.: 14-50772

Chapter 11 Petition Date: March 31, 2014

Court: United States Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: Wesley J. Boyer, Esq.
                  KATZ, FLATU, POPSON AND BOYER, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: 478-742-6481
                  Email: wjboyer_2000@yahoo.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ronnie Smith, authorized individual.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/gamb14-50772.pdf


BROWNIE'S MARINE: Incurs $788,000 Net Loss in 2013
--------------------------------------------------
Brownie's Marine Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $788,286 on $2.87 million of total net revenues for
the year ended Dec. 31, 2013, as compared with a net loss of $2.01
million on $2.86 million of total net revenues during the prior
year.

As of Dec. 31, 2013, the Company had $1.16 million in total
assets, $1.76 million in total liabilities and a $598,626 total
stockholders' deficit.

Bradford & Company, LLC, in Las Vegas, Nevada, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a net capital deficiency that raises substantial doubt about
its ability to continue as a going concern.

                        Bankruptcy Warning

"The Company will need to raise additional funds and is currently
exploring alternative sources of financing.  BWMG has issued a
number of convertible debentures as an interim measure to finance
working capital needs ... and may continue to raise additional
capital through sale of restricted common stock or other
securities, and obtaining some short term loans.  The Company has
paid for legal and consulting services with restricted stock to
maximize working capital, and intends to continue this practice
when possible.  In addition, the Company implemented some cost
saving measures and will continue to explore more to reduce
operating expenses.

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

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

                         http://is.gd/yYTKdW

                       About Brownie's Marine

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


BROWNSVILLE MD: Plan Solicitation Exclusivity Set to Expire
-----------------------------------------------------------
The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas in March entered an order extending to
April 3, 2014, the exclusive period for which Brownsville MD
Ventures, LLC, may solicit acceptances, rejections and
confirmation of its First Amended Chapter 11 Plan of
Reorganization.

As reported by the Troubled Company Reporter on March 25, 2014,
the Court on Feb. 26 approved the disclosure statement, saying it
contains "adequate information" for creditors to decide on whether
to support the company's restructuring plan.  The bankruptcy judge
also gave the company the go-signal to begin the solicitation of
votes from creditors.  Creditors entitled to vote were required to
cast their ballots on or before March 28, which was the deadline
for filing objections to confirmation of the plan. An April 1
hearing was set to consider approval of the plan.

The Plan proposes to sell its real property in Brownsville, with
net sale proceeds to be used to pay claims of creditors, including
the claims of Cameron County and Pineda Grantor Trust II.  The
plan contemplates either a sale of the property by Dec. 31, or if
it isn't sold within this year, the trust will receive title to
the property free and clear of all liens, claims and encumbrances
except for the lien of Cameron County.  The reorganized company
will fund its cash obligations under the plan with cash on hand,
with cash realized from the return of funds held on deposit by the
trust, and by selling the property.  The proposed listing price
for the property will be between $15 million to $18 million.

On March 28, 2014, secured creditor Pineda Grantor Trust II filed
an objection to the Plan, claiming that the Plan isn't proposed in
good faith.  According to Pineda, the Plan places the entire risk
of its reorganization squarely on the shoulders of Pineda together
with all the attendant risk that the Debtor will not sell the
property during the term of the Plan.  The Debtor plans to market
the property for so long as Debtor can use Pineda's cash
collateral.  "After the Debtor runs out of cash and if the
property is not sold, Pineda will receive the property with
additional taxes owed and its cash collateral depleted.  During
this time, the property continues to depreciate as the windows are
leaking and general maintenance is not being made," Ronald A.
Simank, Esq., at Schauer & Simank, P.C., the attorney for Pineda,
said in the March 28 court filing.

Pineda claims that the Plan also is not feasible.  It provides a
very limited period of time to sell the property.  The Debtor has
marketed the property for over two years and has yet to enter into
a viable contract to sell the property.  The Debtor may have as
little as a month to market and sell the property to perhaps six
months.  The possibility of the Debtor of selling the property
within this time period for an amount equal to or in excess of
Pineda's secured claim is too speculative to be confirmable.

Pineda further claims that the Debtor projects that sufficient
money will be generated from the sale of the property to pay all
creditors, but the property value is sufficiently below the amount
of Pineda's debt such that there is no equity for the benefit of
unsecured creditors in the case.

Mr. Simank can be reached at:

      Schauer & Simank, P.C.
      615 North Upper Broadway, Suite 700
      Corpus Christi, Texas 78401-0781
      Tel: (361) 884-2800
      Fax: (361) 884-2822

                   About Brownsville MD Ventures

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

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

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

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

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

Judge Richard S. Schmidt presides over the case.


BUDD COMPANY: Former Auto Supplier in Chapter 11
------------------------------------------------
The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection on March 31,
2014, to seek approval of a settlement of potential claims against
its parent, ThyssenKrupp AG, to help it address about $1.2 billion
in liabilities, mostly owed to former employees.

The company -? which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers ?-
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

According to a statement, Budd's parent company, ThyssenKrupp
North America (TKNA), has agreed, subject to approval of the
Bankruptcy Court, to assume all of the Budd pension obligations so
that pensioners will continue to receive pension payments without
interruption or discount.

Budd currently has approximately $400 million in cash, but nearly
$1 billion in liabilities.  Budd is going to liquidate in chapter
11 now to assure that each of its creditors is treated fairly and
equitably.

                        Retiree Committee

One of Budd's first requests is asking the court to appoint an
official committee of retirees to represent the interests of
former workers.  The costs of the retirees' committee and its
professionals will be paid by Budd. During the chapter 11 case,
Budd will continue to pay retiree benefits without change or
interruption until ordered otherwise by the court.

The Company said it will continue to pay benefits to its retirees
as required by Section 1114 of the Bankruptcy Code until order of
the Court to the contrary.

Budd looks forward to working with the retirees' committee and all
other parties to address these and other issues, and to confirming
a chapter 11 plan that will provide fair and equitable treatment
to Budd's retirees and all of its other creditors.

                          TKNA Settlement

Budd says TKNA is assuming responsibility for all Budd's workers
compensation claims and assumed sponsorship of the Budd 401(k)
plan, neither of which should be affected by Budd's bankruptcy
case. TKNA also agreed to continue to provide administrative
support to Budd.

The Debtor said in a court filing that it believes that all
unsecured creditors (including retirees) will significantly
benefit from a settlement agreement that the Debtor negotiated
with its affiliates, which include TKNA.  The Debtor is seeking
bankruptcy court approval of the settlement.

The settlement agreement provides for, among other things, the
Debtor's affiliates to assume all of the Debtor's pension plan
liabilities.  Charles Moore, the chief restructuring officer,
estimates that the settlement, if approved by the Court, will
result in significant benefit to unsecured creditors, perhaps
increasing unsecured creditor recoveries in this case by up to
50%.  The settlement provides for the Debtor's Affiliates (in
addition to assuming the Debtor's pension plan liabilities) to pay
the Debtor $10.3 million and release the Debtor of claims that the
independent CRO believes are worth tens of millions of dollars.

                 History and Road to Bankruptcy

In 1978, ThyssenKrupp AG ("TKAG") acquired Budd. Budd currently is
a wholly owned subsidiary of ThyssenKrupp North America, Inc.
("TKNA"), which is a direct subsidiary of TKAG. Thus, Budd is a
member of the global TKAG group.  The TKAG group operates in
almost 80 countries, employs over 150,000 people world-wide, and
generates sales of approximately $50 billion annually. TKNA and
its approximately 37 subsidiaries located in the United States
generate annual revenue of over $7 billion.

In 2006, Budd sold and/or closed substantially all of its
operations, including by: (a) selling its subsidiary, ThyssenKrupp
Stahl (aluminum foundries) to Speyside Equity, LLC; (b) selling
its plastics materials manufacturing and molding operations to
Continental Structural Plastics Inc.; (c) selling its North
American automotive body and chassis operations to Martinrea
International Inc.; and (d) closing its Detroit plant.

In 2012, Budd sold stock of its sole remaining operating facility,
the Waupaca foundry operations, to KPS Capital Partners LP. In
connection with and after the sale of the Waupaca facility, Budd
reviewed its books and analyzed its financial ability to satisfy
its legacy liabilities. It was this review that led to Budd?s
investigation and, ultimately, commencement of the Chapter 11
case.

To determine the most effective method of completing Budd's
controlled liquidation, in the Spring of 2013, the Board: (a)
determined an investigation was an appropriate exercise of its
fiduciary duties; and (b) commenced an independent investigation
into claims and causes of action between Budd, on the one hand,
and the affiliates, on the other hand.

In May 2013, the board tasked Charles Moore as CRO to head the
investigation, and authorized the utilization of Conway MacKenzie
Management Services, LLC as crisis manager and Dickinson Wright
PLLC as independent special counsel.

The CRO investigated all material transactions between Budd and
the affiliates occurring on or after October 1, 2007.  The CRO
determined that Budd held potential claims against its affiliates,
including avoidance claims based on the recharacterization of
certain intercompany loans as equity contributions and the
subsequent "repayment" of these "loans".  The CRO determined that
three transfers to TKNA and TK Finance totaling approximately
$407 million may be subject to avoidance on the basis that such
Transfers were constructively fraudulent.

The investigation led the CRO to negotiate the settlement
agreement and a related prepetition agreement.  Pursuant to the
prepetition agreement, Budd has received approximately $384
million of cash from TK Finance.

                       First Day Motions

To enable the Debtor to commence the tasks relating to the
administration of the chapter 11 case, to facilitate creditor
participation in the Chapter 11 Case, and to maximize recoveries
on account of the Debtor's assets, the Debtor has requested
various types of relief in "first day" pleadings and applications
to:

   -- direct the United States Trustee to appoint a retiree
      committee;

   -- enter into a global settlement with its affiliates;

   -- continue using its existing bank accounts;

   -- hire Proskauer Rose LLP as Chapter 11 counsel;

   -- hire Dickinson Wright PLLC as special counsel;

   -- hire Epiq Bankruptcy Solutions, LLC, as noticing, claims and
      balloting agent; and

   -- approve an agreement with Conway MacKenzie Management
      Services, LLC, to provide the services of Charles M. Moore
      as CRO and other support personnel.

A copy of CEO Brian Bastien's affidavit in support of the first
day motions is available for free at:

   http://bankrupt.com/misc/Budd_1st_Day_Declaration.pdf


BUDD COMPANY: Bankrupt Former Auto Supplier Has $1.2-Bil. Debt
--------------------------------------------------------------
The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection with more
than $1.2 billion in liabilities.

According to Brian Bastien, the president, treasurer, assistant
secretary, and chief executive officer, although the Debtor has
some environmental and asbestos related liabilities, the vast
majority of the Debtor's creditors are its former employees, and
the vast majority of the Debtor's liabilities arise from medical,
pension, and other post-retirement obligations owed to its former
employees.  Net of applicable insurance, Budd had, as of Sept. 30,
2013, approximately $1.2 billion in book-value liabilities on its
books, consisting substantially of these:

                                                       Amount of
  Type of Liability           Number of Creditors     Liabilities
  -----------------           -------------------     -----------
  Retiree Pension / SERP            10,000           $211 million
  Retiree Medical and OPEB           5,900           $933 million
  Product Liability / Asbestos         356            $23 million
  Environmental                         10             $8 million
  Workers Compensation                  66           $4.5 million

As of the Petition Date, substantially all of the Debtor's
material assets consist of: (a) $384 million cash; (b) a long term
tax attribute recorded on the Debtor's balance sheet, which is
believed to be of no actual value; (c) interests in insurance
policies, including substantial insurance policies to cover
asbestos liability claims; and (d) the Debtor's interests in the
settlement agreement with affiliates.

The Debtor commenced a Chapter 11 case to liquidate in a manner
that will provide its stakeholders with transparency, serve the
best interests of its creditors, and provide fair and equitable
treatment to all of its creditors.  The company said that its
significant cash assets "likely will be insufficient" to satisfy
its long-term liabilities, the vast majority of which are owed to
its retirees.

                 $933 Million in Retiree Benefits

The Debtor currently provides health care and other benefits to
approximately 5,900 of its retired employees and/or their
respective spouses, surviving spouses, domestic partners, and
dependents pursuant to certain ERISA qualified welfare plans. The
actuarial value of liabilities associated with the Budd
Retire Benefits is approximately $933 million.

About 10,000 former employees are vested to participate in the
Pension Plans.  Budd is current on all of its funding obligations
under the Pension Plans.  However, as of Feb. 28, 2014: (a) the
book value of the ERISA Pension Plans' underfunding was $197
million (on a going concern basis); and (b) the Debtor had an
estimated book-value liability under the SERP of $12 million.
Each month, the Debtor pays $95,000 in benefits under the SERP.
The Debtor's next minimum funding contribution payment under the
ERISA Pension Plans is due July 15, 2014 in the amount of
approximately $3.9 million.

TKNA will assume all of the Debtor's sponsorship, administrative,
and payment obligations under the Pension Plans if the Settlement
Agreement is approved and becomes effective.

As a result of its historic manufacturing operations, the Debtor
has known (and perhaps unknown) environmental liabilities: (a)
arising under the federal Superfund law ("CERCLA") and/or under
various state and local environmental laws and regulations
(possibly including common law); and (b) arising under and/or
memorialized by consent decrees, cost sharing agreements, consent
orders, settlement agreements, and other documents executed by or
otherwise binding upon the Debtor.  The Debtor is not currently
engaged in any manufacturing activities, does not own or lease any
real property, and believes that it is current on all of its known
environmental liability obligations. Accordingly, the Debtor
believes that all of its environmental liabilities are contingent,
unliquidated, and/or disputed.

As of the Petition Date, the Debtor was a defendant in 356 actions
pending before state and federal district courts asserting claims
based upon asbestos-related diseases or conditions.  In the
ordinary course of business, new asbestos-related suits are filed
against Budd.  The Debtor has interests in myriad insurance
policies, some dating back decades, that provide varying levels of
coverage against asbestos-related claims, and uses its cash assets
and insurance interests to both: (a) aggressively defend itself
from asbestos-related suits; and (b) pay asbestos-related
judgments and settlements.  Historically, (a) a significant
majority of the asbestos-related lawsuits filed against the Debtor
have been withdrawn, dismissed, or otherwise resulted in no
liability for the Debtor; and (b) the remaining have been resolved
for a relatively small amount.

The Debtor has now and may in the future incur obligations to
former employees that were injured in the course of employment for
the Debtor.  As of March 1, 2014, workers compensation claims
known to Budd consisted of approximately 66 claims arising under
laws of the States of Kentucky, Michigan, Ohio, Pennsylvania, and
Tennessee having a book-value liability of $4.5 million.  Amounts
drawn under the letters of credit could have been offset against
Budd's cash, under the terms of the cash management agreement.
Under a prepetition agreement, TKNA: (a) on account of the
workers' compensation claims, reduced by $4.5 million the short
term borrowings (cash) remitted to Budd and, in connection
therewith; (b) assumed all Workers Compensation Claims; (c) agreed
to make all payments due on account of workers compensation claims
in the ordinary course of its business; and (d) agreed to
indemnify and hold harmless Budd, its officers, directors, agents,
professionals, and legal representatives to the fullest extent
permitted by law from and against any losses, claims, damages,
obligations, penalties, judgments, awards, fees (including legal
fees), costs, disbursements or liabilities relating to or arising
out of workers compensation claims.

                      About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million.  Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Debtor has tapped Proskauer Rose LLP as Chapter 11 counsel,
Dickinson Wright PLLC as special counsel, Epiq Bankruptcy
Solutions, LLC as noticing, claims and balloting agent, and Conway
MacKenzie Management Services, LLC's Charles M. Moore as CRO.


BUDD COMPANY: Wants to Form Retirees Committee
----------------------------------------------
Concurrently with its Chapter 11 bankruptcy petition, The Budd
Company, Inc., filed a motion for entry of an order:

  (1) directing the United States Trustee to appoint a
      retirees committee to serve as authorized representative
      for non-union retirees;

  (2) unless the UAW timely confirms that it is the authorized
      representative of the UAW retirees, (i) deeming the UAW
      to have elected not to serve as authorized representative
      of the UAW retirees, (ii) directing the appointment of
      UAW retirees to the retirees committee, and (iii) deeming
      the retirees committee to be the authorized representative
      of the UAW retirees; and

  (3) approving retirees committee selection procedures.

The Debtor will continue to honor without interruption obligations
to its retirees in accordance with Section 1114 of the Bankruptcy
Code, and at this time does not expect to modify those obligations
prior to the effective date of a chapter 11 plan.  The Debtor
believes that this is a favorable outcome for retirees, who will
continue to receive benefits uninterrupted while a retirees
committee (expenses of which Budd expects to pay in accordance
with any Court orders) negotiates on their behalf.

By commencing the Chapter 11 case now, while it has $384 million
in cash, the Debtor hopes to provide retirees and other creditors
with significant cash distributions on account of their allowable
claims.  Among other things, this will allow retirees to use that
cash (or any other form of consideration they may receive under a
chapter 11 plan) to make informed decisions about their health
care and retirement.

                    UAW and Non-Union Retirees

The Debtor is categorizing retirees into two groups:

   (a) former employees, or their respective spouses, surviving
spouses, domestic partners, and dependents, who worked in an
employment unit covered by a collective bargaining agreement
and/or a plant closing agreement between the Debtor and the
International Union, United Automobile, Aerospace and Agricultural
Implement Workers of America and its Local Unions ("UAW"); and

   (b) former full-time management and other salaried individuals
who did not work in an employment unit covered by a CBA between
the Debtor and the UAW, and their respective spouses, surviving
spouses, domestic partners, and dependents (the "Non-Union
Retirees").

As of the Petition Date: (a) 4,691, or approximately 80%, of the
retirees were UAW Retirees; and (b) the actuarial value of the
retiree benefits owed to the UAW Retirees was approximately $830.5
million.

Pursuant to certain CBAs and national insurance plans, the UAW
Retirees receive the following benefits: (a) medical,
prescription-drug, dental, vision, and hearing benefits; and (b)
life insurance, which constitute welfare benefits under ERISA.
The National Agreements, along with each corresponding National
Insurance Plan, were negotiated so as to continue in effect for
periods ranging from three to five years.  Around the expiration
of each National Agreement, the terms and conditions of the
subsequent National Agreement were re-negotiated. This process
continued until 2001, when the Debtor and UAW entered into the
last National Agreement, which was given an expiration date of
October 28, 2005.  All of Budd's CBAs have expired by their own
terms.

As of the Petition Date: (a) approximately 1,209, or approximately
20%, of the Retirees were Non-Union Retirees; and (b) the
actuarial value of the Retiree Benefits owed to Non-Union Retirees
was approximately $101.5 million.

The Non-Union Retirees life insurance, as well as medical,
prescription-drug, dental, vision, and hearing benefits pursuant
to benefits plans that constitute welfare plans under ERISA.

The Debtor strongly believes that it is in the best interests of
the Debtor's estate, the Retirees, and judicial economy that the
Debtor engage in discussions regarding modification of Retiree
Benefits with authorized representatives of both UAW Retirees and
Non-Union Retirees (if not together, then on parallel tracks).
Moreover, the Debtor believes there is no reason to delay these
discussions, which should begin as soon as practicable, and that
there is potential prejudice to Retirees if discussions are
significantly delayed.

To modify its retiree benefits under Section 1114 of the
Bankruptcy Code, the Debtor is required to confer and negotiate in
good faith regarding consensual modification of Retiree Benefits
with authorized representative(s) of both the UAW Retirees and the
Non-Union Retirees.

                       Selection Procedures

The Debtor proposes these selection procedures:

   a. No later than three days after entry of the order granting
this Motion, the Debtor shall cause a Notice and Questionnaire to
appear on: (i) the Chapter 11 case Web site maintained by the
Debtor's notice and claims agent; and (ii) the website maintained
by the Debtor's benefits administrator.

   b. No later than three days after entry of the order granting
the Motion, the Debtor will mail a Questionnaire to each of: (i)
the top 50 Non-Union Retirees (by total defined benefit
obligation, "Total DBO"); and (ii) unless the UAW has agreed as of
such date to be the authorized representative of the UAW Retirees,
the top 15 (or fewer if there are less than 15) UAW Retirees (by
Total DBO) from each former plant location of the Debtor.

   c. No later than five days after entry of the order granting
the Motion, the Debtor will file with the Court a certificate of
service of mailing of the Questionnaire.

   d. If the UAW agrees to serve as the authorized representative
for the UAW Retirees on or before the 10th day after entry of the
order granting the motion, then no UAW Retiree will be eligible
for appointment to the Retirees Committee.

   e. If the UAW, by authorized agent or counsel, does not notify
counsel to the Debtor and the U.S. Trustee in writing within 10
days of entry of the order granting the motion that it will be the
authorized representative for the UAW Retirees under and for
purposes of section 1114 of the Bankruptcy Code, then the UAW
shall be deemed by the Court to have elected not to serve as
authorized representative for the UAW Retirees.

   f. If the UAW declines, or is deemed by the Court to have
declined, to serve as authorized representative for the UAW
Retirees, then the U.S. Trustee shall appoint one or more UAW
Retirees to the Retirees Committee.

   g. The U.S. Trustee will work promptly to select the Retirees
to serve on the Retirees Committee from those Retirees that submit
a Questionnaire by the return deadline set forth on the
Questionnaire.

   h. After the Retirees Committee has been formed, the U.S.
Trustee shall file an appropriate notice with the Court.

                      About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million.  Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Debtor has tapped Proskauer Rose LLP as Chapter 11 counsel,
Dickinson Wright PLLC as special counsel, Epiq Bankruptcy
Solutions, LLC as noticing, claims and balloting agent, and Conway
MacKenzie Management Services, LLC's Charles M. Moore as CRO.


BUDD COMPANY: Settles Potential Claims With ThyssenKrupp
--------------------------------------------------------
The Budd Company, Inc., is seeking bankruptcy court approval of a
global settlement with its parent company, ThyssenKrupp North
America, Inc., a direct subsidiary of ThyssenKrupp AG.

An investigation by Charles Moore, the CRO, determined that Budd
held potential claims against its affiliates, including avoidance
claims based on the recharacterization of certain intercompany
loans as equity contributions and the subsequent "repayment" of
these "loans".  The CRO determined that three transfers to TKNA
and TK Finance totaling approximately $407 million may be subject
to avoidance on the basis that such transfers were constructively
fraudulent.

The investigation led the CRO to negotiate the settlement
agreement and a related prepetition agreement.

The prepetition agreement became effective immediately upon its
execution, provided significant and meaningful consideration to
Budd, and facilitated Budd's commencement of the Chapter 11 case.
The key benefits of the settlement memorialized in the prepetition
agreement are:

    a. Release of Funds Owed to Budd under the Short Term
Borrowings.  ThyssenKrupp Finance, USA, Inc. ("TK Finance"), an
affiliate, released to Budd approximately $390 million in cash,
constituting amounts owed to Budd under the Cash Management
Agreement, without exercising any right to setoff with respect to
claims that TK Finance, or other Affiliates, may have against Budd
(other than with respect to workers' compensation claims).

   b. Assumption of Workers' Compensation Obligations.  TKNA
assumed liability for all of Budd's workers' compensation
liabilities (in connection with such assumption, TK Finance
reduced the Short Term Borrowings remitted to Budd by Budd's book
value of workers' compensation claims (approximately $4.5
million)).

   c. Amendment of Tax Sharing Agreement. Budd and certain of its
Affiliates amended the Tax Sharing Agreement to provide for, among
other things, an obligation of TKNA to indemnify Budd from all tax
obligations, including a potential $20 million known liability.

   d. Amendment of Services Agreement. Budd and the Affiliates
amended their Services Agreement to provide Budd with continued
administrative services (which are critical to Budd's
administration of the Chapter 11 case) for 18 months at no cost.

   e. Transfer of Sponsorship of the Budd 401(k) Plan. TKNA
assumed sponsorship of The Budd Company Preferred Savings and
Investment Plan (the "401(k) Plan").

As opposed to the Prepetition Agreement, the Settlement Agreement
will not become effective until and unless it is approved by this
Court.  The key benefits of the settlement memorialized in the
Settlement Agreement are:

   a. Assumption of Budd's ERISA Qualified Pension Plans.  Within
30 days of the Settlement Agreement becoming effective, TKNA shall
assume sponsorship of and full financial responsibility for The
Budd Company Pension Plan for Executive and Administrative
Employees and The Budd-UAW Consolidated Retirement Benefit Plan
(together, the "ERISA Pension Plans").  The ERISA Pension Plans
are tax qualified and also covered by the Pension Benefit Guaranty
Corporation ("PBGC") under the pension insurance program
established by the Employee Retirement Income Security Act of
1974, as amended ("ERISA").  As of February 28, 2014, the ERISA
Pension Plans had unfunded benefit liabilities of approximately
$197 million, as calculated on an ongoing basis.

   b. Assumption of the Budd SERP.  Within 30 days of the
Settlement Agreement becoming effective, TKNA shall assume
sponsorship of and full financial responsibility for The Budd
Company Supplemental Pension Plan (the "SERP" and together with
the ERISA Pension Plans, the "Pension Plans"), for which Budd had
an estimated liability of approximately $12 million as of February
28, 2014.  The SERP is not tax qualified and is not covered by the
PBGC.

   c. Cash Consideration.  Within 7 days of the Settlement
Agreement becoming effective, TKNA will pay Budd $10.3 million
(subject to possible reduction for missed minimum funding
contributions to the ERISA Pension Plans after the Petition Date).

   d. Global Release.  Budd shall receive a release of all claims
and causes of action that Affiliates may have against Budd, which
include known claims potentially worth tens of millions of dollars
(net of claims Budd may hold against Affiliates).

"The Settlement Agreement is in the best interests of Budd and its
creditors, and should be approved. The Settlement Agreement
protects all of Budd's creditors from the dilutive effect the
claims that the PBGC (but for the Settlement Agreement) could
assert against Budd upon termination of the ERISA Pension Plans,
which claims would exceed $394 million.  In addition to other
benefits of the Settlement Agreement, the mutual waivers and
releases in the Settlement Agreement provide Budd a net release of
tens of millions of dollars' worth of potential claims against it.
Exchange of the releases will avoid the potential for long,
complex, and expensive litigation for Budd that (if pursued)
almost certainly would lead to materially lower creditor
recoveries. The CRO estimates that the Settlement in its entirety
will increase significantly recoveries to unsecured creditors,
perhaps by 50%," Jeremy T. Stillings, Esq., at Proskauer Rose LLP,
counsel to the Debtor, tells the court.

The Debtor has requested a hearing on the Motion on Friday,
April 18, 2014, at 11:00 a.m. CDT, before the Honorable Jack B.
Schmetterer, in Courtroom 682 in the United States Courthouse, 219
South Dearborn Street, Chicago, Illinois.

                      About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million.  Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Debtor has tapped Proskauer Rose LLP as Chapter 11 counsel,
Dickinson Wright PLLC as special counsel, Epiq Bankruptcy
Solutions, LLC as noticing, claims and balloting agent, and Conway
MacKenzie Management Services, LLC's Charles M. Moore as CRO.


BUDD COMPANY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Budd Company, Inc.
        111 W. Jackson Blvd., Suite 2400
        Chicago, IL 60604

Case No.: 14-11873

Type of Business: Former maker of stainless steel passenger rail
                  cars.

Chapter 11 Petition Date: March 31, 2014

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Jack B. Schmetterer

Debtor's Counsel: Jeremy T Stillings, Esq.
                  Jeff J. Marwil, Esq.
                  Brandon W. Levitan, Esq.
                  PROSKAUER ROSE LLP
                  70 W. Madison St.
                  Chicago, IL 60602
                  Tel: 312 962-3529
                  Email: jstillings@proskauer.com
                         blevitan@proskauer.com
                         jmarwil@proskauer.com

Debtor's
Special Counsel:  DICKINSON WRIGHT PLLC

Debtor's
Crisis Manager:   CONWAY MACKENZIE MANAGEMENT SERVICES, LLC

Chief
Restructuring
Officer:          CHARLES M. MOORE

Debtor's
Noticing, Claims
and Balloting
Agent:            EPIQ BANKRUPTCY SOLUTIONS, LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: More than $1 billion

The petition was signed by Brian Bastien, president.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Smiley, Willie                                         $783,841
18617 Cherrylawn
Detroit, MI

Taylor, David                                          $783,841
5166 Iroquois
Detroit, MI

Brown, Dennis                                          $773,856
32245 Sutton
Chesterfield, MO

Ferguson, Maxine
13909 Rossini Dr.
Detroit, MI                                            $768,549

Norrell, Terrence                                      $755,737
1934 Ethel
Detroit, MI

Hawthorne, Henry                                       $732,378
2726 Shelter Island
Dr. 232
San Diego, CA

Foster, Frederick                                      $724,857
40 S Yewdall St.
Philadelphia, PA

Moore, Jerome                                          $721,641
10310 Dartmouth
Oak Park, MI

Richardson, Keith                                      $721,312
174 W Range Ave.
Philadelphia

Ross, Earl                                             $718,880
P.O. Box 271
Iloilo City
Philippines

Taylor, George                                         $707,340
27833 San Jose Ct.
Lathrup Vllage, MI

Charyszyn, John                                        $707,002
1921 Woodfield Dr.
Jamison, PA

Nelson Anthony                                         $707,002
519 E. Sanger St.
Philadelphia PA

Siemion, Daniel                                        $705,099
519 E. Sanger St.
Philadelphia PA

Honcock, Mark                                          $697,470
750 Honora St.
Warrington PA

Brown, Larry                                           $590,155
7011 N 15th St.
Apt. 2D1
Philadelphia, PA

Trochio, Gregory                                       $689,702
7450 Dyke Rd.
Algonac MI

Garber, Eugene                                         $689,655
2929 Rising Sun
Rd. Ardmore PA

Hymon, Alvin                                           $684,337
12531 Wade Detroit, MI

Lucido, Joseph                                         $679,239
28713 Joan St.
St. Clair Shores, MI

Watycha, John                                          $679,239
23563 Kim Dr.
Clinton Township, MI


BUFFET PARTNERS: Creditors' Panel Hires Munsch Hardt as Attorneys
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Buffet Partners,
L.P., et al. seeks authorization from the Hon. Harlin D. Hale of
the U.S. Bankruptcy Court for the Northern District of Texas to
retain Munsch Hardt Kopf & Harr, P.C. as attorneys for the
Committee, effective Feb. 11, 2014.

The professional services that Munsch Hardt will render to the
Committee, as counsel, include, among other things:

   (a) assist, advise and represent the Committee with respect to
       the administration of the Bankruptcy Case;

   (b) provide all necessary legal advice with respect to the
       Committee's powers and duties;

   (c) assist the Committee in working to maximize the value of
       the Debtors' assets for the benefit of the Debtors'
       unsecured creditors;

   (d) assist the Committee with respect to evaluating and
       negotiating a plan of reorganization and, if necessary,
       either challenging or supporting as appropriate, the
       confirmation of a plan and the approval of an associated
       disclosure statement;

   (e) conduct any investigation, as the Committee deems
       appropriate, concerning, among other things, the assets,
       liabilities, financial condition and operating issues of
       the Debtors;

   (f) commence and prosecute any and all necessary and
       appropriate actions and proceedings on behalf of the
       Committee in the Bankruptcy Case;

   (g) prepare, on behalf of the Committee, necessary
       applications, pleadings, motions, answers, orders, reports
       and other legal papers;

   (h) communicate with the Committee's constituents and other as
       the Committee may consider necessary or desirable in
       furtherance of its responsibilities;

   (i) appear in Court and represent the interests of the
       Committee; and

   (j) perform all other legal services for the Committee which
       are appropriate, necessary and proper in connection with
       the Bankruptcy Case.

Munsch Hardt will be paid at these hourly rates:

       Kevin M. Lippman, Shareholder       $460
       Deborah M. Perry, Shareholder       $400
       Isaac J. Brown, Associate           $235
       Audrey Monlezun, Paralegal          $200
       Shareholders                     $335-$720
       Associates                       $235-$375
       Paralegals                       $165-$265

Munsch Hardt will also be reimbursed for reasonable out-of-pocket
expenses incurred.

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

The Court for the Northern District of Texas will hold a hearing
on the application on April 9, 2014, at 2:00 p.m.

Munsch Hardt can be reached at:

       Deborah M. Perry, Esq.
       MUNSCH HARDT KOPF & HARR PC
       500 N. Akard St., Ste. 3800
       Dallas, TX 75201-6659
       Tel: (214) 855-7565
       Fax: (214) 978-5335

                      About Buffet Partners

Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a
restaurant chain with 29 restaurants in Arizona, Arkansas, New
Mexico, Oklahoma and Texas.  With a 65+ year operating history,
Furr's -- http://www.furrs.net-- operates straight-line and
scatter-bar buffet units that feature a variety of all-you-can-eat
and home-cooked foods served at an affordable price.  Buffet
Partners was formed to purchase Furr's in September 2003.

Headquartered in Plano, Texas, Buffet Partners and an affiliate
sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No.
Case No. 14-30699) on Feb. 4, 2014.

Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors.
Bridgepoint Consulting is the financial advisor.

Buffet Partners disclosed $33,281,729 in assets and $48,926,256 in
liabilities as of the Chapter 11 filing.

William T. Neary, U.S. Trustee for Region 6, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors.

The restaurant was founded in 1946 by Roy Furr, and expanded to
approximately 60 locations as a family-owned business for over 35
years.  In 1980, it was acquired by Kmart Corporation.  Kmart
ultimately sold Furr's in a leveraged buy-out which subsequently
went public in 1986.  Following a take-private transaction, the
Company entered a period of decline due to its debt burden,
culminating in a restructuring and reorganization under chapter 11
in 2003 in Dallas, Texas.


BUFFET PARTNERS: Panel Taps Mesirow as Financial Advisors
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Buffet Partners,
L.P., et al. asks permission from the Hon. Harlin D. Hale of the
U.S. Bankruptcy Court for the Northern District of Texas to retain
Mesirow Financial Consulting, LLC as financial advisors to the
Committee, as of Feb. 13, 2014.

The Committee requires Mesirow Financial to:

   (a) assist in the review of reports or filings as required by
       the Bankruptcy Court or the Office of the U.S. Trustee,
       including, but not limited to, schedules of assets and
       liabilities, statements of financial affairs and monthly
       operating reports;

   (b) review of the Debtors' financial information, including,
       but not limited to, analyses of cash receipts and
       disbursements, financial statement items and proposed
       transactions for which Bankruptcy Court approval is sought;

   (c) review and analysis of reporting regarding cash collateral
       and any debtor-in-possession financing arrangements and
       budgets;

   (d) evaluation of potential employee incentive, retention and
       severance plans;

   (e) assist with identifying and implementing potential cost
       containment opportunities;

   (f) assist with identifying and implementing asset redeployment
       opportunities;

   (g) analyze assumption and rejection issues regarding executory
       contracts and leases;

   (h) review and analyze of the Debtors' proposed business plans
       and the business and financial condition of the Debtors
       generally;

   (i) assistance in evaluating reorganization strategy and
       alternatives available to the creditors;

   (j) review and critique of the Debtors' financial projections
       and assumptions;

   (k) prepare enterprise, asset and liquidation valuations;

   (l) assist in preparing documents necessary for confirmation;

   (m) advice and assist the Committee in negotiations and
       meetings with the Debtors and the lenders;

   (n) advice and assist on tax consequences of proposed plans of
       reorganization;

   (o) assist with the claims resolution procedures, including,
       but not limited to, analyses of creditors' claims by type
       and entity;

   (p) litigation consulting services and expert witness testimony
       regarding confirmation issues, avoidance actions or other
       matters; and

   (q) other functions as requested by the Committee or its
       counsel to assist the Committee in these Chapter 11 cases.

Mesirow Financial will be paid at these hourly rates:

       Senior Managing Director,
       Managing Director and Director         $895-$950
       Senior Vice President                  $725-$795
       Vice President                         $625-$695
       Senior Associate                       $495-$595
       Associate                              $295-$445
       Paraprofessional                       $160-$250

With respect to this engagement, Mesirow Financial has agreed to a
$600 per hour maximum rate.

Mesirow Financial will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Monty Kehl, senior managing director of Mesirow Financial, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Court for the Northern District of Texas will hold a hearing
on the application on April 9, 2014, at 2:00 p.m.

Mesirow Financial can be reached at:

       Monty L. Kehl
       MESIROW FINANCIAL CONSULTING, LLC
       353 North Clark Street
       Chicago, IL 60654
       Tel: +1 (312) 595-8566
       E-mail: mkehl@mesirowfinancial.com

                      About Buffet Partners

Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a
restaurant chain with 29 restaurants in Arizona, Arkansas, New
Mexico, Oklahoma and Texas.  With a 65+ year operating history,
Furr's -- http://www.furrs.net-- operates straight-line and
scatter-bar buffet units that feature a variety of all-you-can-eat
and home-cooked foods served at an affordable price.  Buffet
Partners was formed to purchase Furr's in September 2003.

Headquartered in Plano, Texas, Buffet Partners and an affiliate
sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No.
Case No. 14-30699) on Feb. 4, 2014.

Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors.
Bridgepoint Consulting is the financial advisor.

Buffet Partners disclosed $33,281,729 in assets and $48,926,256 in
liabilities as of the Chapter 11 filing.

William T. Neary, U.S. Trustee for Region 6, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors.

The restaurant was founded in 1946 by Roy Furr, and expanded to
approximately 60 locations as a family-owned business for over 35
years.  In 1980, it was acquired by Kmart Corporation.  Kmart
ultimately sold Furr's in a leveraged buy-out which subsequently
went public in 1986.  Following a take-private transaction, the
Company entered a period of decline due to its debt burden,
culminating in a restructuring and reorganization under chapter 11
in 2003 in Dallas, Texas.


BUFFET PARTNERS: Creditors' Panel Hires Pachulski Stang as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Buffet Partners,
L.P., et al. asks for permission from the Hon. Harlin D. Hale of
the U.S. Bankruptcy Court for the Northern District of Texas to
retain Pachulski Stang Ziehl & Jones LLP as counsel to the
Committee, as of Feb. 11, 2014.

The Committee has retained Pachulski Stang for the primary purpose
of attempting to maximize the amount of money that would be made
available to be distributed to the Debtors' unsecured creditors.
Subject to further Court order, PSZ&J is expected to render, among
other services, the following services to the Committee:

   (a) assisting, advising and representing the Committee in its
       consultations with the Debtors regarding the administration
       of these Cases;

   (b) assisting, advising and representing the Committee with
       respect to the Debtors' retention of professionals and
       advisors with respect to the Debtors' business and these
       Cases;

   (c) assisting, advising and representing the Committee in
       analyzing the Debtors' assets and liabilities,
       investigating the extent and validity of liens and
       participating in and reviewing any proposed asset sales,
       any asset dispositions, financing arrangements and cash
       collateral stipulations or proceedings;

   (d) assisting, advising and representing the Committee in any
       manner relevant to reviewing and determining the Debtors'
       rights and obligations under leases and other executory
       contracts;

   (e) assisting, advising and representing the Committee in
       investigating the acts, conduct, assets, liabilities and
       financial condition of the Debtors, the Debtors' operations
       and the desirability of the continuance of any portion of
       those operations, and any other matters relevant to these
       Cases or to the formulation of a plan;

   (f) assisting, advising and representing the Committee in
       connection with any sale of the Debtors' assets;

   (g) assisting, advising and representing the Committee in its
       analysis of and any objection to any disclosure statement;

   (h) assisting, advising and representing the Committee in its
       participation in the negotiation, formulation, or objection
       to any plan of liquidation or reorganization;

   (i) assisting, advising and representing the Committee in
       understanding its powers and its duties under the
       Bankruptcy Code and the Bankruptcy Rules and in performing
       other services as are in the interests of those represented
       by the Committee;

   (j) assisting, advising and representing the Committee in the
       evaluation of claims and on any litigation matters,
       including avoidance actions; and

   (k) providing such other services to the Committee as may be
       necessary in these Cases.

Pachulski Stang will be paid at these hourly rates:

       Jeffrey N. Pomerantz            $875
       Bradford J. Sandler             $775
       Shirley S. Cho                  $725
       Patricia Jeffries               $295

Pachulski Stang will also be reimbursed for reasonable out-of-
pocket expenses incurred.

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

The Court for the Northern District of Texas will hold a hearing
on the application on April 9, 2014, at 2:00 p.m.

Pachulski Stang can be reached at:

       Bradford J. Sandler, Esq.
       PACHULSKI STANG ZIEHL & JONES LLP
       919 N. Market Street, 17th Floor
       P.O. Box 8705
       Wilmington, DE 19899-8705
       Tel: (302) 652-4100
       Fax: (302) 652-4400
       E-mail: bsandler@pszjlaw.com

                    About Buffet Partners

Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a
restaurant chain with 29 restaurants in Arizona, Arkansas, New
Mexico, Oklahoma and Texas.  With a 65+ year operating history,
Furr's -- http://www.furrs.net-- operates straight-line and
scatter-bar buffet units that feature a variety of all-you-can-eat
and home-cooked foods served at an affordable price.  Buffet
Partners was formed to purchase Furr's in September 2003.

Headquartered in Plano, Texas, Buffet Partners and an affiliate
sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No.
Case No. 14-30699) on Feb. 4, 2014.

Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors.
Bridgepoint Consulting is the financial advisor.

Buffet Partners disclosed $33,281,729 in assets and $48,926,256 in
liabilities as of the Chapter 11 filing.

William T. Neary, U.S. Trustee for Region 6, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors.

The restaurant was founded in 1946 by Roy Furr, and expanded to
approximately 60 locations as a family-owned business for over 35
years.  In 1980, it was acquired by Kmart Corporation.  Kmart
ultimately sold Furr's in a leveraged buy-out which subsequently
went public in 1986.  Following a take-private transaction, the
Company entered a period of decline due to its debt burden,
culminating in a restructuring and reorganization under chapter 11
in 2003 in Dallas, Texas.


BUFFET PARTNERS: Court Approves Brookwood as Investment Banker
--------------------------------------------------------------
Buffet Partners, L.P., et al. sought and obtained permission from
the U.S. Bankruptcy Court for the Northern District of Texas to
employ Brookwood Associates, LLC as investment banker.

The Debtors require Brookwood Associates to:

   (a) assist in the preparation of a Confidential Information
       Memorandum ("CIM") setting forth information describing the
       Debtors' business as well as related presentation materials
       for distribution to potential lenders, investors or
       purchasers;

   (b) set up a Virtual Data Room to hold, distribute and monitor
       due diligence information;

   (c) identify and contact potential investors or purchasers for
       the Transaction on a confidential basis;

   (d) attend appropriate meetings with potential investors and
       lenders and assist in the analysis of offers and with
       negotiation of the terms and structure of the Transaction,
       including providing valuation analyses as appropriate;

   (e) advise and attend meetings of the Debtor's Board of
       Directors, creditor groups, official constituencies and
       other interested parties, as the Debtors and Brookwood
       Associates determine to be necessary or desirable;

   (f) provide expert testimony in connection with the Cases; and

   (g) perform such other services as may be agreed upon between
       the parties.

The compensation arrangement for Brookwood Associates, subject to
court approval, includes the following terms:

   -- Brookwood Associates will receive a non-refundable advisory
      fee of $75,000, of which $40,000 shall be due and payable
      upon approval of the Agreement by this Court and $35,000 due
      and payable by Mar. 31, 2014.

   -- as long as the engagement of Brookwood has not terminated,
      the Debtors shall pay Brookwood a monthly fee of $20,000 per
      month, starting 90 days after the execution of the Agreement
      and payable in advance on each monthly anniversary
      thereafter.

   -- upon consummation of a Transaction, the Debtors shall pay to
      Brookwood a transaction fee in an amount equal to (i) 10% of
      the net proceeds that exceed $30,000,000 by any bidder; or
      (ii) if the net proceeds are less than $30,000,000 and are
      from a non-Chatham related third party, 1% of such net
      proceeds less the advisory fees already paid.

   -- in addition, Brookwood will seek reimbursement of its
      reasonable out-of-pocket expenses incurred in connection
      with this engagement including travel expenses, provided
      that such expenses shall not exceed $15,000 without prior
      approval by the Debtors.

   -- the Debtors will indemnify Brookwood and hold it harmless
      pursuant to the terms of the Agreement.

Amy V. Forrestal, managing director of Brookwood Associates,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

Brookwood Associates can be reached at:

       Amy V. Forrestal
       BROOKWOOD ASSOCIATES, LLC
       3575 Piedmont Road
       15 Piedmont Center, Suite 820
       Atlanta, GA  30305
       Tel: (404) 874-7433 ext. 1570
       Fax: (404) 564-5101
       E-mail: af@brookwoodassociates.com

                    About Buffet Partners

Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a
restaurant chain with 29 restaurants in Arizona, Arkansas, New
Mexico, Oklahoma and Texas.  With a 65+ year operating history,
Furr's -- http://www.furrs.net-- operates straight-line and
scatter-bar buffet units that feature a variety of all-you-can-eat
and home-cooked foods served at an affordable price.  Buffet
Partners was formed to purchase Furr's in September 2003.

Headquartered in Plano, Texas, Buffet Partners and an affiliate
sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No.
Case No. 14-30699) on Feb. 4, 2014.

Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors.
Bridgepoint Consulting is the financial advisor.

Buffet Partners disclosed $33,281,729 in assets and $48,926,256 in
liabilities as of the Chapter 11 filing.

William T. Neary, U.S. Trustee for Region 6, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors.

The restaurant was founded in 1946 by Roy Furr, and expanded to
approximately 60 locations as a family-owned business for over 35
years.  In 1980, it was acquired by Kmart Corporation.  Kmart
ultimately sold Furr's in a leveraged buy-out which subsequently
went public in 1986.  Following a take-private transaction, the
Company entered a period of decline due to its debt burden,
culminating in a restructuring and reorganization under chapter 11
in 2003 in Dallas, Texas.


CAESARS ENTERTAINMENT: Gets Partial OK for Resort in South Korea
----------------------------------------------------------------
Caesars Entertainment Corporation announced that LOCZ Korea
Corporation, a joint venture between Caesars, Lippo Group and OUE
Limited, has received preliminary approval from the South Korean
Ministry of Culture, Sport and Tourism to include foreigner-only
casino gaming in its planned integrated resort in Incheon, South
Korea.

"We are grateful to the Korean government for their initial
approval, paving the way for the opportunity to build and operate
our first integrated resort in Korea," said Gary Loveman, Caesars
Entertainment chairman, CEO and president.  "We are excited about
the opportunity to expand our network and brands to Asia.  Foreign
visitation to South Korea has grown significantly, and we look
forward to creating a world-class destination to further support
Korea's economic growth and tourism goals."

Highlights for the planned integrated resort include hotels and
resort amenities, live entertainment venues, a standalone
convention center and a foreigners-only casino.  A preliminary
master plan anticipates potential future expansion to accommodate
growth in the number of resort visitors.

The consortium hopes to open the Incheon integrated resort in time
to welcome visitors arriving in Korea for the 2018 Olympics in
Pyeongchang.

Caesars may elect to include Caesars Growth Partners, LLC, in the
development of the project.  Caesars Growth Partners, LLC, is a
joint venture between Caesars Entertainment and Caesars
Acquisition Company ((NASDAQ: CACQ). In such an event, Caesars
anticipates that Caesars Growth Partners would make the capital
investment associated with the project, with Caesars Entertainment
acting as the operator and sharing in the management fee
associated with the project.

Additional information is available for free at:

                        http://is.gd/f2w8mv

                    About Caesars Entertainment

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

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

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

                           *     *     *

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

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

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

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


CALYPTE BIOMEDICAL: Authorized Common Shares Hiked to 2.4-Bil.
--------------------------------------------------------------
A special meeting of Calypte Biomedical Corporation stockholders
was held on March 14, 2014, during which the stockholders approved
an amendment to the Company's Restated Certificate of
Incorporation to (i) increase the number of authorized shares of
Common Stock from 800,000,000 to 2,400,000,000 and (ii) decrease
the par value of the Common Stock to $0.005.

                     About Calypte Biomedical

Portland, Oregon-based Calypte Biomedical Corporation develops,
manufactures, and distributes in vitro diagnostic tests, primarily
for the diagnosis of Human Immunodeficiency Virus ("HIV")
infection.

Following the Company's 2011 results, OUM & Co. LLP, in San
Francisco, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring operating
losses and negative cash flows from operations, and management
believes that the Company's cash resources will not be sufficient
to sustain its operations through 2012 without additional
financing.

The Company reported a net loss of $693,000 in 2011, compared with
net income of $8.84 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.81
million in total assets, $6.79 million in total liabilities and a
$4.98 million total stockholders' deficit.

                         Bankruptcy Warning

The Company said in the 2011 annual report that, in July 2010 the
Company entered into a series of agreements providing for (i) the
restructuring of the Company's outstanding indebtedness to Marr
and SF Capital and (ii) the transfer of the Company's interests in
the two Chinese joint ventures, Beijing Marr and Beijing Calypte,
to Kangplus.  Under the Debt Agreement, $6,393,353 in outstanding
indebtedness was agreed to be converted to 152,341,741 shares of
the Company's common stock, and the Company's remaining
indebtedness to Marr, totaling $3,000,000 was cancelled.  In
consideration for that debt restructuring, the Company transferred
its equity interests in Beijing Marr to Kangplus pursuant to the
Equity Transfer Agreement and transferred certain related
technology to Beijing Marr.  The Company has also agreed to
transfer its equity interests in Beijing Calypte to Marr
or a designate of its choosing.  The transactions contemplated by
the Debt Agreement and the Equity Transfer Agreement are subject
to Chinese government registration of the transfer of the equity
interests.  This registration has now been approved, and the
Shares were issued in March 2012.  Under the debt agreement with
SF Capital, $2,008,259 in outstanding indebtedness was converted
to 47,815,698 shares of the Company's common stock.

Notwithstanding this debt restructuring, the Company's significant
working capital deficit and limited cash resources place a high
degree of doubt on its ability to continue its operations.  In
light of the Company's existing operations and financial
challenges, the Company is exploring strategic and financing
options.  Failure to obtain additional financing will likely cause
the Company to seek bankruptcy protection.


CAPROCK OIL: MaloneBailey LLP Raises Going Concern Doubt
--------------------------------------------------------
Caprock Oil, Inc., filed with the U.S. Securities and Exchange
Commission on March 25, 2014, its annual report on Form 10-K for
the year ended Dec. 31, 2013.

MaloneBailey LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has losses from continuing operations and has a working capital
deficit.

The Company reported a net loss of $1.49 million on $2.62 million
of total revenue in 2013, compared with a net loss of $771,000 on
$2.84 million of revenue in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $6.27 million
in total assets, $5.65 million in total liabilities, and a
stockholders' equity of $618,000.

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

                       http://is.gd/DkMv4E

Caprock Oil Inc., formerly Stratum Holdings, Inc., is a holding
company. The Company operates in two segments: domestic
Exploration & Production and Canadian Energy Services. The
Company's operations are focused on the domestic exploration and
production business. In domestic exploration and production
business, the Company's wholly owned subsidiaries, CYMRI, L.L.C.
(CYMRI) and Triumph Energy, Inc. (Triumph), owns working interests
in approximately 60 producing oil and gas wells in Texas and
Louisiana, with net production of approximately 700 million cubic
feet equivalent per day. It also operates in the Canadian Energy
Services business through two wholly owned subsidiaries, Decca
Consulting, Ltd. and Decca Consulting, Inc. (Decca).


CEREPLAST INC: Court Approves Chapter 7 Liquidation
---------------------------------------------------
A bankruptcy judge ordered Cereplast Inc. to liquidate its
business under Chapter 7.

At a hearing on March 26, Judge Basil Lorch of the U.S. Bankruptcy
Court for the Southern District of Indiana granted the motion of
Horizon Technology Finance to convert Cereplast's bankruptcy case
to a Chapter 7 liquidation.

Horizon Technology, a secured lender of Cereplast, filed the
motion shortly after the company filed for bankruptcy protection
on Feb. 10 to stop a foreclosure that would have occurred the next
day.

Horizon Technology alleged that Cereplast only filed for
bankruptcy protection as a means to stop the sale of its assets,
which serve as collateral for the $4 million loan it extended to
the company.

The secured lender cited the termination of Cereplast's employees,
among other things, to convince the court to convert the company's
case to a Chapter 7 liquidation.

                       About Cereplast Inc.

Seymour, Indiana-based Cereplast, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D. Ind. Case No. 14-90200) on
Feb. 10, 2014, estimating $10 million to $50 million in both
assets and debts.

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

In connection with the Bankruptcy Filing, the Company's common
stock began trading under a new trading symbol, "CERPQ" effective
Feb. 19, 2014.

Judge Basil H. Lorch III oversees the case.  Cereplast is
represented by Tamara Marie Leetham, Esq., at Austin Legal Group,
as counsel.

Horizon Technology Finance Corporation, as successor to Compass
Horizon Funding Company LLC and Horizon Credit I, LLC, has asked
the Court to convert the Chapter 11 case to one under Chapter 7 of
the Bankruptcy Code.  Horizon is lender to the Debtor under the
venture loan and security agreement dated Dec. 21, 2010, under
which Horizon extended credit totaling $4.0 million.  Horizon has
been granted a security interest in all assets of the Debtor.

The debt due Horizon is in payment default.  The sale of the
Collateral was scheduled for Feb. 11, 2014, but the Debtor sought
to restrain the sale in proceedings pending in the Superior Court
of the State of California, for the County of Los Angeles, as
Cause No. CGC-08-482329.  The Debtor's request for a restraining
order was denied on Feb. 10, and the Chapter 11 case was commenced
on the same day.

Horizon is represented by Whitney L. Mosby, Esq., at Bingham
Greenebaum Doll LLP.


CEREPLAST INC: Files Amended Application to Hire Austin as Counsel
------------------------------------------------------------------
Cereplast Inc. has filed an amended application to hire Austin
Legal Group, APC as its legal counsel.

In the court filing, Cereplast disclosed that the company and the
California-based law firm have further reached an agreement that
in addition to the firm's hourly charges, certain costs and
expenses may be incurred during its bankruptcy which would be
subject to the filing of an application for reimbursement and
court approval.

                       About Cereplast Inc.

Seymour, Indiana-based Cereplast, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D. Ind. Case No. 14-90200) on
Feb. 10, 2014, estimating $10 million to $50 million in both
assets and debts.

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

In connection with the Bankruptcy Filing, the Company's common
stock began trading under a new trading symbol, "CERPQ" effective
Feb. 19, 2014.

Judge Basil H. Lorch III oversees the case.  Cereplast is
represented by Tamara Marie Leetham, Esq., at Austin Legal Group,
as counsel.

Horizon Technology Finance Corporation, as successor to Compass
Horizon Funding Company LLC and Horizon Credit I, LLC, has asked
the Court to convert the Chapter 11 case to one under Chapter 7 of
the Bankruptcy Code.  Horizon is lender to the Debtor under the
venture loan and security agreement dated Dec. 21, 2010, under
which Horizon extended credit totaling $4.0 million.  Horizon has
been granted a security interest in all assets of the Debtor.

The debt due Horizon is in payment default.  The sale of the
Collateral was scheduled for Feb. 11, 2014, but the Debtor sought
to restrain the sale in proceedings pending in the Superior Court
of the State of California, for the County of Los Angeles, as
Cause No. CGC-08-482329.  The Debtor's request for a restraining
order was denied on Feb. 10, and the Chapter 11 case was commenced
on the same day.

Horizon is represented by Whitney L. Mosby, Esq., at Bingham
Greenebaum Doll LLP.


CHAMPION INDUSTRIES: Number of Directors Fixed at Seven
-------------------------------------------------------
At the annual meeting of shareholders of Champion Industries,
Inc., held March 17, 2014, the shareholders voted to fix the
number of directors at seven and elected these directors to the
Board:

   (1) Louis J. Akers;

   (2) Philip E. Cline;

   (3) Harley F. Mooney, Jr.;

   (4) Michael Perry;

   (5) Marshall T. Reynolds;

   (6) Neal W. Scaggs; and

   (7) Glenn W. Wilcox, Sr.

The shareholders also approved, in an advisory (non-binding) vote,
the Company's executive compensation disclosed in the proxy
statement for the annual meeting.

                    About Champion Industries

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Champion Industries' ability to
continue as a going concern following the fiscal 2012 annual
results.  The independent auditors noted that the Company has
suffered recurring losses from operations and has been unable to
obtain a longer term financing solution with its lenders.

The Company reported a net loss of $22.9 million in fiscal year
ended Oct. 31, 2012, compared with a net loss of $4.0 million in
fiscal 2011.  As of July 31, 2013, the Company had $26.51 million
in total assets, $33.35 million in total liabilities and a $6.83
million total shareholders' deficit.


CHANNEL CONSTRUCTION: Case Summary & 29 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Channel Construction, Inc.
        PO Box 33359
        Juneau, AK 99803

Case No.: 14-00103

Chapter 11 Petition Date: March 31, 2014

Court: United States Bankruptcy Court
       District of Alaska (Anchorage)

Judge: Hon. Herbert A. Ross

Debtor's Counsel: Cabot C. Christianson, Esq.
                  CHRISTIANSON & SPRAKER
                  911 W 8th Ave., Suite #201
                  Anchorage, AK 99501
                  Tel: (907) 258-6016
                  Fax: (907)258-2026
                  Email: cabot@cclawyers.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

A list of the Debtor's 29 largest unsecured creditors is available
for free at http://bankrupt.com/misc/akb14-103.pdf


CLUBCORP CLUB: S&P Affirms 'B+' CCR & Cuts Sr. Debt Rating to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on U.S.-based golf and business club operator
ClubCorp Club Operations Inc.  The outlook is stable.

At the same time, S&P revised its recovery rating on ClubCorp Club
Operations Inc.'s upsized approximately $600 million outstanding
senior secured term loan due 2020 and $135 million revolver due
2018 to '3', indicating its expectation for meaningful (50% to
70%) recovery for lenders in the event of a payment default, from
'1' (90% to 100% recovery expectation).  S&P subsequently lowered
the issue-level rating on this debt to 'B+' from 'BB', in
accordance with its notching criteria.

ClubCorp expects to use the proceeds from the proposed $300
million add-on term loan primarily to repay its $270 million in
outstanding senior unsecured notes.

S&P's 'B+' corporate credit rating on ClubCorp reflects its
assessment of the company's financial risk profile as "highly
leveraged" and its assessment of the company's business risk
profile as "satisfactory," according to S&P's criteria.

"Our assessment of ClubCorp's financial risk profile as highly
leveraged reflects the company's strong appetite for deploying
capital to pursue strategic acquisitions.  ClubCorp's acquisition
activity has been fairly moderate the past few years, and our
base-case forecast for total lease-adjusted debt to EBITDA is in
the 4x area through 2015 (not incorporating acquisitions).  While
this would otherwise indicate a more favorable "aggressive"
financial risk profile assessment, we believe ClubCorp's longer-
term strategy is to utilize its debt capacity for acquisitions,
potentially significantly increasing leverage for a period of
time," S&P said.

"We would view a spike in total lease-adjusted debt to EBITDA for
productive acquisitions to about 6x as in line with the current
rating.  In addition, following the company's 2013 IPO, ClubCorp
continues to be majority owned by financial sponsor KSL Capital
Partners, which has executed a historically aggressive financial
policy of significant dividends (KSL received $357 million in
distributions from 2007 to 2009).  Mitigating these factors is
that the majority of ClubCorp's operations are owned or long-term
leased, in contrast with competing operators across the golf
industry, which predominantly manage club operations and do not
hold large ownership interests.  Because ClubCorp owns its golf
facilities, these hard assets contribute to its financial
flexibility, as one facility could be sold without disrupting the
remaining golf operations," S&P added.

"Our assessment of ClubCorp's business risk as satisfactory
reflects the company's relatively stable golf business and low
overall profit volatility, supported by a strong customer
demographic, historically high retention rates, and a diverse
network of properties that would be difficult to replicate,
creating meaningful barriers to entry in the markets in which
ClubCorp operates. However, we view the business clubs segment
(22% of the company's revenue in 2013) as more vulnerable.  It is
characterized by low barriers to entry, the existence of competing
alternative venues, and intense price competition in the demand
for consumer dollars in this market," S&P noted.

The club membership business depends on the ability to attract and
retain members and maintain or increase levels of club usage by
its members and their guests.  Although the economy, consumer
preferences, weather, and demographic trends affect club
membership and usage, the company benefits from a business model
based largely on recurring dues revenue.  In 2013, dues
represented approximately 50% of total revenue.  However, while
nearly 50% of total revenue is recurring in nature, the other more
discretionary portion of revenue has exhibited volatility.
Although the top 10 clubs contribute only 23% of revenues, there
is some geographic concentration, with approximately 50% of
revenue from Texas and California.  S&P views this geographic
concentration as a moderate business risk, given the
susceptibility of particular regions of the country to experience
varying degrees of economic challenges.  However, ClubCorp's
overall operating trends were relatively stable considering the
magnitude of the recent recession and the meaningful decline in
housing values in some of its key markets.


COASTLINE INVESTMENTS: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Coastline Investments LLC filed its summary of schedules of assets
and liabilities with the U.S. Bankruptcy Court for the Central
District of California, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,000,000
  B. Personal Property                $2,061
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,053,224
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $5,800
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $105,530
                                 -----------      -----------
        TOTAL                    $12,002,061       $8,164,554

A copy of the Debtor's amended schedules is available for free at
http://is.gd/y6nfde

Coastline Investments, doing business as Hilltop Suites Hotel, and
Diamond Waterfalls LLC, doing business as Diamond Bar Inn &
Suites, filed bare-bones Chapter 11 bankruptcy petitions (Bankr.
C.D. Cal. Case No. 14-13028 and 14-13030) in Los Angeles on
Feb. 18.  The Pomona, California-based Debtors each estimated at
least $10 million in assets and $1 million to $10 million in
liabilities.  Shih-Chung Liu, who has a 100 percent membership in
the companies, signed the bankruptcy petitions.  The Debtors are
represented by attorneys at Levene Neale Bender Rankin & Brill
LLP, in Los Angeles.  The Hon. Richard M Neiter oversees the case.


COGENT COMMUNICATIONS: Moody's Affirms 'B3' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service has affirmed Cogent Communications
Group, Inc.'s B3 corporate family rating (CFR), B3-PD probability
of default rating (PDR) and SGL-1 speculative grade liquidity
(SGL). The outlook remains stable. As part of the rating action,
Moody's has also assigned a Caa1(LGD5-74%) rating to the new $200
million senior unsecured notes due 2021 to be issued by Cogent
Communications Finance, Inc, a newly formed direct and
unrestricted subsidiary of the company which will be merged with
and into the company following the reorganization. The proceeds
from the new note offering will be used for general corporate
purposes including the repurchase the company's common stock or
for special or recurring dividends to its stockholders. The
proceeds will be deposited into an escrow account along with
enough cash infusion from the company in order to meet the
interest payment on the notes until the completion of the
reorganization. One of the conditions to the release of the
proceeds from the note offering in the escrow account to the
company is the assumption of all obligations under the notes and
the indenture by the company. The rating is subject to a review of
the final documentation and the completion of the corporate
restructuring with Cogent assuming the role of the borrower for
the new senior unsecured notes. Based on Moody's expectation that
the notes will be assumed by Cogent post the restructuring,
Moody's has also upgraded the instrument ratings on the existing
senior secured notes due 2018 at Cogent to B1 (LGD2-24%) from B2
(LGD3-40%) give the support from the new senior unsecured notes.

Upgrades:

Issuer: Cogent Communications Group, Inc.

  Senior Secured Regular Bond/Debenture, Upgraded to B1 (LGD2,
  24%) from B2 (LGD3, 40%)

Assignments:

Issuer: Cogent Communications Finance, Inc.

  Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD5,
  74%)

Outlook Actions:

Issuer: Cogent Communications Group, Inc.

  Outlook, Remains Stable

Affirmations:

Issuer: Cogent Communications Group, Inc.

  Probability of Default Rating, Affirmed B3-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-1

  Corporate Family Rating, Affirmed B3

Ratings Rationale

Cogent's B3 Corporate Family Rating is supported by a strong
liquidity profile and Moody's expectation for double digit revenue
growth and modest margin expansion from a growing and diverse
customer base. The company's low cost structure and targeted niche
sales approach make it a strong competitor against much larger
companies which have higher legacy cost structures. The rating is
constrained by limited free cash flow as a result of increased
shareholder returns, relatively high leverage, its small scale and
a highly competitive environment.

The ratings for the debt instruments reflect both the overall
probability of default of Cogent, to which Moody's assigns a PDR
of B3-PD, and the loss given default assessments of individual
debt instruments. In the LGD model assumption, Moody's assumes
that the new $200 million senior unsecured notes due 2021 will be
assumed by Cogent following the redemption of the $92 million
convertible notes and the completion of the organizational
restructuring. Cogent's $245 million senior secured notes due 2018
are rated B1 (LGD2 - 24%), two notches above the CFR to reflect
the support provided by the Caa1 (LGD5-74%) rated senior unsecured
notes post closing of the restructuring in June 2014.

The stable outlook is based on Moody's views while the company's
earnings and cash flows will grow, shareholder returns will
increase in tandem. Moody's expects the Company will maintain
sufficient liquidity and debt levels will remain relatively
constant. The company's low cost structure and niche sales
approach, in conjunction with its increasingly aggressive dividend
policy, will prevent the company from generating meaningful
positive free cash flow for the near future.

Upward rating pressure could build if the Company demonstrates the
ability to sustain free cash flow in excess of 5% of total debt
and maintain adjusted leverage at or below 4x, which would likely
result from better than expected operating performance.

Downward rating pressure could develop if adjusted leverage trends
towards 5.5x-6.0x, which may result from top line weakness due to
an acceleration in price decline or higher customer churn. Also,
any deterioration in liquidity could have negative ratings
implications, especially without a revolving credit facility as a
stopgap.

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

Cogent Communications ("Cogent" or "the Company"), with
headquarters in Washington, DC, is a multinational Tier 1 Internet
service provider. The Company offers Internet access and data
transport over its fiber optic, IP network. Cogent also offers
colocation via 43 Internet Data Centers and serves business and
service provider companies with Ethernet-over-fiber services for
Internet access. The Company generated $348 million in revenues
for the full year ended 12/31/2013.


COGENT COMMUNICATIONS: S&P Assigns 'B-' Rating to $200MM Sr. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating and '6' recovery rating to Cogent Communications Group
Inc.'s proposed $200 million senior notes due 2021.  The '6'
recovery rating indicates our expectation for negligible (0%-10%)
eeedsrecovery in the event of payment default.

S&P expects Cogent to use proceeds to eventually repay the $92
million face value convertible notes that we expect to be put to
the company in June 2014.  The remainder of the proceeds will be
held on the balance sheet for a potentially longer period, and S&P
believes will be used for share buybacks or special dividends.

The 'B+' corporate credit rating on Washington, D.C.-based
Internet service provider Cogent is unchanged and the outlook
remains stable.  S&P expects the transaction to increase adjusted
leverage to the high-4x area at the end of 2014, including its
expectation for the repayment of the company's convertible notes.
With leverage below 5x, and our expectation for low double-digit
EBITDA growth and significant positive free operating cash flow in
2014, we believe Cogent's financial risk profile remains
"aggressive".

RECOVERY ANALYSIS

Key analytical factors:

   -- S&P has assigned a '6' recovery rating and 'B-' issue-level
      rating to the proposed $200 million of senior unsecured
      notes.

   -- S&P's '3' recovery rating and 'B+' issue-level rating on the
      existing secured notes remains unchanged.

   -- S&P's simulated default scenario envisions increased
      competition from broadband and transport providers causing
      industry prices to fall significantly despite volume growth,
      resulting in a sharp decline in profit margins and
      ultimately straining liquidity to the point of payment
      default.

   -- S&P has valued the company on a going-concern basis using a
      4.0x multiple of its projected run rate EBITDA at emergence
      of $45 million.

   -- The 4x multiple (at the low end of the 4.0x to 5.0x range
      S&P ascribes to data transport companies) reflects that the
      company holds the majority of its fiber under long-term
      indefeasible rights of use agreements (IRUs), which S&P
      views less favorably than owned fiber, and that it is
      primarily a long-haul provider, which S&P views less
      favorably than metro fiber providers.

Simulated default assumptions:

   -- Simulated year of default: 2018
   -- EBITDA at emergence: $45 million
   -- EBITDA M=multiple: 4x

Simplified waterfall:

   -- Net enterprise value (after 5% administrative costs): $171
      Million

Valuation split in % (obligors/nonobligors): 70/30

   -- Collateral value available to secured creditors: $153
      million

   -- Secured first-lien debt: $250 million

   -- Recovery expectations: 50% to 70%

   -- Total value available to unsecured claims: $18 million

   -- Senior unsecured debt and pari-passu claims: $303 million

   -- Recovery expectations: 0% to 10%

Note: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from nonobligors after nonobligor debt.

RATINGS LIST

Cogent Communications Group Inc.
Corporate Credit Rating               B+/Stable/--

New Rating

Cogent Communications Group Inc.
$200 million senior notes due 2021    B-
  Recovery Rating                      6


COMMUNITY HEALTH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Community Health Systems, Inc.
        690 Third Street
        Beloit, WI 53511

Case No.: 14-11319

Chapter 11 Petition Date: March 31, 2014

Court: United States Bankruptcy Court
       Western District of Wisconsin (Madison)

Judge: Hon. Robert D. Martin

Debtor's Counsel: Rebecca R. DeMarb, Esq.
                  KERKMAN DUNN SWEET DEMARB
                  121 S. Pinckney Street, Suite 525
                  Madison, WI 53703
                  Tel: 608-310-5502
                  Email: rdemarb@kerkmandunn.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Richard A. Perry, chief executive
officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wiwb14-11319.pdf.pdf


COMMUNITY MEMORIAL: Seeks Approval to Sell Mackinaw Property
------------------------------------------------------------
The trustee liquidating the assets of Community Memorial Hospital
has filed a motion seeking court approval to sell a real property
in Mackinaw City, Michigan.

James Boyd, the liquidating trustee, proposes to sell a vacant
land real property to Ronald and Linda Gwilt for $10,000 or to any
buyer with a higher offer.

Interested buyers must submit their offers by noon the first
business day following court approval of the proposed sale,
according to court papers.  They are required to provide a signed
purchase agreement on terms as favorable as the Gwilts' offer but
with an overbid of at least $11,000, and a deposit of at least
$1,000.

If the trustee receives a higher offer for the property, a public
auction will be conducted via telephone at the office of his legal
counsel Kuhn Darling Boyd & Quandt P.L.C., in Traverse City,
Michigan.  Bidding will occur in increments of $1,000.

If no bidders come forward, the trustee will close the sale with
the Gwilts.

In connection with the proposed sale of the property, the trustee
also seeks court approval to pay, at closing, a real-estate
commission of $1,000, any outstanding taxes, title insurance and
any other normal and customary expenses associated with the sale.

                 About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., and Shawn M. Riley, Esq., at
McDonald Hopkins LLC, in Cleveland, Ohio; and Jayson Ruff, Esq.,
at McDonald Hopkins LLC, in Bloomfield Hills, Michigan, represent
the Debtor as counsel.  The Debtor's financial advisor is Conway
Mackenzie Inc.  The Debtor disclosed $23,085,273 in assets and
$26,329,103 in liabilities.

Opened in 1942, the Debtor is an independent, not-for-profit
entity, organized exclusively for charitable, scientific and
educational purposes, and holds tax exempt status in accordance
with Section 501(c)(3) of the Internal Revenue Code.  The
Cheboygan Memorial Hospital is a 25-bed critical access hospital
located in Cheboygan, Cheboygan County, a community on the Lake
Huron coast.  The Debtor has 395 employees.

McLaren Health Care Corporation proposed to acquire substantially
all of the Debtor's operating assets at its primary hospital
campus, for $5,000,000, plus (2) all amounts required for the
Debtor to cure and assume the assigned Assumed Contracts and
Leases.

Daniel M. McDermott, the U.S. Trustee for Region 9, appointed a
five-member official committee of unsecured creditors in the
Chapter 11 case of Community Memorial Hospital.

Michael S. McElwee, Esq., at Varnum LP, in Grand Rapids, Michigan,
represents the Unsecured Creditors' Committee as counsel.


COMPETITIVE TECHNOLOGIES: Seeks to Void Former CFO's Actions
------------------------------------------------------------
Competitive Technologies, Inc.'s board of directors determined
that Johnnie Johnson may have acted contrary to the best interests
of Competitive Technologies, Inc., and its stockholders in
connection with certain contracts, agreements, initiatives or
other actions Mr. Johnson entered into on behalf of the Company
without obtaining the Board's approval.  The Company said Mr.
Johnson may have breached fiduciary duties owed to the Company and
its stockholders under Delaware law during his employment as the
chief financial officer and consultant for the Company.

"To protect the best interest of the Company and its stockholders,
the Board further determined that Johnson did not have the
authority to act on behalf of the Company in connection to the
Actions and rendered such Actions rejected, null and void," the
Company said in a regulatory filing with the U.S. Securities and
Exchange Commission.  "The Board also authorized certain officers
to take all measures appropriate and necessary to nullify the
Actions."

                   About Competitive Technologies

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

Competitive Technologies incurred a net loss of $3 million on
$546,139 of gross profit from product sales in 2012, as compared
with a net loss of $3.59 million on $1.86 million of gross profit
from product sales in 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $4.70 million in total assets, $10.42
million in total liabilities, and a $5.71 million total
shareholders' deficit.

Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman
McCann P.C.), in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that at Dec. 31,
2012, the Company has incurred operating losses since fiscal year
2006.


COPYTELE INC: Incurs $3.6 Million Net Loss in Jan. 31 Quarter
-------------------------------------------------------------
CopyTele, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.61 million on $0 of revenue from patent assertion activities
for the three months ended Jan. 31, 2014, as compared with a net
loss of $2.09 million on $0 of revenue from patent assertion
activities for the same period in 2013.

As of Jan. 31, 2014, the Company had $10.32 million in total
assets, $11.54 million in total liabilities, all current, $4.44
million in contingencies and a $5.66 million total shareholders'
deficiency.

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

                        http://is.gd/plnv07

                          About CopyTele

Melville, N.Y.-based CopyTele, Inc.'s principal operations include
the development, production and marketing of thin flat display
technologies, including low-voltage phosphor color displays and
low-power passive E-Paper(R) displays, and the development,
production and marketing of multi-functional encryption products
that provide information security for domestic and international
users over several communications media.

CopyTele incurred a net loss of $10.08 million for the year ended
Oct. 31, 2013, as compared with a net loss of $4.25 million during
the prior year.


CROSSOVER FINANCIAL I: Court Confirms Reorganization Plan
---------------------------------------------------------
U.S. Bankruptcy Judge Sidney B. Brooks in March entered an order
confirming Crossover Financial I, LLC's reorganization plan.

The judge held in a March 20 order that the Fifth Amended Chapter
11 Plan of Reorganization dated Nov. 20, 2013, has satisfied the
requirements for confirmation.

According to the Plan, the secured claims of Colorado Capital
Ventures, LLC, and Colorado Capital Ventures 2, LLC, are
unimpaired.  The secured claims of Allen and Vellone, P.C., and
the noteholders are impaired.  The noteholders will receive the
balance of the proceeds of sale of the Debtor's real property on a
pro rata basis of the principal amount of the respective
promissory notes after the payment of unclassified administrative
expenses and claims of Colorado Capital and Allen and Vellone.

It is not expected that unsecured claims will receive any
distributions.  To the extent that potential litigation is
commenced by the Debtor and results in any monetary recovery, the
net monetary recovery (after deduction of any associated fees,
costs, or other expenses) will be distributed the holders of
unsecured claims on a pro rata basis.

Mitchell Yellen, the sole member of the Debtor, will not receive
any property under the Plan, and her membership interest will be
cancelled.

Copies of the confirmation order and the latest iteration of the
Plan are available for free at:

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

                    About Crossover Financial I

Crossover Financial I, LLC, based in Elizabeth, Colorado, was
formed on Aug. 12, 2005.  Mitchell B. Yellen is the manager and
sole member.  The Company was formed for the purpose of raising
funds through a Private Placement Memorandum to be loaned to an
entity known as HPR, LLC, in connection with the acquisition and
development of 440 acres of real property located near Monument,
Colorado.

HPR consisted of three members: Colorado Commercial Builders, Inc.
(37.5%); DJT, LLC (20.0%); and Yellen Family Partnership, LLLP
(42.5%).  Mitchell Yellen held an interest in the Yellen Family
Partnership, LLLP.

The project stalled primarily as a result of a collapse in the
residential real estate development market in 2007 and potential
developers pulled out of the project.  There has been no
further development activity on the Real Property since 2007.

Faced with the prospect of a lengthy foreclosure proceeding, the
Debtor entered into to an agreement with HPR whereby the Real
Property was transferred to the Debtor by way of a deed-in-lieu
of foreclosure.  Upon acquiring the Real Property, the Debtor
attempted to bring in additional developers to continue the
project but those efforts were unsuccessful.

The Company filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 11-24257) on June 15, 2011.  Judge Sidney B. Brooks presides
over the case.

Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., in
Denver, serves as bankruptcy counsel.  In its petition, the Debtor
estimated assets and debts of $10 million to $50 million.  The
petition was signed by Mitchell B. Yellen.  Karen McClaflin of
Home Source Realty, LLC, Colorado acts as real estate broker for
the Estate.

An official unsecured creditors committee has not been appointed.


CROWN CASTLE: Fitch Rates New $500MM Sr. Unsecured Notes 'BB-'
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to Crown Castle
International Corp.'s proposed $500 million senior unsecured note
offering.  Crown has an IDR of 'BB' and the Outlook is Stable.

Crown intends to use the net proceeds from the offering to
refinance its existing $500 million of 7.125% senior unsecured
notes due 2019.

Key Rating Drivers

Crown's ratings are supported by the strong recurring cash flows
generated from its leasing operations, the robust EBITDA margin
that should continue to increase as a result of new lease-up
opportunities, and the scale of its tower portfolio.  Crown's
primary focus on the U.S. market, compared with seeking growth in
emerging markets, reduces operating risk.  These factors lend
considerable stability to cash flows and lead to a lower business
risk profile than most typical corporate credits.

A key factor in future revenue and cash flow growth for Crown, as
well as the rest of the tower industry, is the growth in wireless
network capacity needed to meet demand for mobile broadband
services.  Growth in 4G services will drive amendment activity and
new lease-up revenues from the major operators, leading to at
least midsingle-digit growth prospects for the next couple of
years.

Fitch expects Crown to deleverage through a mix of cash flow
growth and debt reduction over the course of 2014. This should
improve credit protection measures back within rating
expectations.  Fitch projects leverage based on full year EBITDA
to be in the 5.5x to 5.7x range by the end of 2014.

Crown materially expanded its tower portfolio in December 2013
when it closed on the $4.83 billion acquisition of exclusive
rights to lease and operate towers from AT&T, Inc.  Approximately
$3.95 billion of the transaction was funded by proceeds from
common and preferred equity offerings completed in October 2013,
with the remainder funded by revolver drawings and cash on hand.
Incremental term loans totaling $700 million were then used to
repay a portion of the revolver.


Crown has meaningful FCF generation, balance sheet cash, and
favorable maturity schedule relative to available liquidity. Cash,
excluding restricted cash, was $223 million as of Dec. 31, 2013.
For the year, FCF was approximately $658 million.  Crown spent
$568 million on capital during this period with a significant
portion allocated for land purchases, which is discretionary in
nature.

CCOC had drawn $374 million on its $1.5 billion senior secured
revolving credit facility as of Dec. 31, 2013.  The revolving
credit facility matures in November 2018.  The financial covenants
within the credit agreement include a total net leverage ratio of
6.0x, and consolidated interest coverage of 2.5x.  The financial
leverage covenant has an additional step-down to 5.5x in March
2014.

For 2014, Crown expects adjusted funds from operations of
approximately $1.5 billion.  Contractual maturities for 2014 and
2015 are $101 million and $100 million, respectively.

Crown converted to a real estate investment trust (REIT) for tax
purposes on Jan. 1, 2014.  The company has indicated that the
total cash distribution in 2014 will approximate $470 million.
Fitch believes the company will have flexibility to manage its
leverage as a REIT over the next several years, as its $2.2
billion net operating loss carry-forwards will allow it to manage
required REIT distributions.

Rating Sensitivities

Positive: Longer-term, Crown may consider lowering its leverage
target, which could lead to an upgrade. In Fitch's view, if the
company operated in the 5.0x to 5.5x range, an upgrade could be
considered.

Negative: Future developments that may, individually or
collectively, lead to Fitch taking a negative rating action
include:

   -- If Crown does not deleverage the company below 6x by year-
      end 2014; or

   -- If Crown makes additional material acquisitions that are
      debt financed.


CROWN CASTLE: Moody's Rates $500MM Senior Unsecured Notes 'B1'
--------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Crown Castle
International Corp.'s proposed $500 million senior unsecured notes
maturing 2022. The rating outlook is stable.

Moody's expects the company to use the net proceeds from the
offering, together with cash on hand, to purchase or redeem all of
its outstanding 7.125% Senior Notes due 2019 and pay fees and
expenses related to the foregoing. By replacing the notes due 2019
with the notes due 2022 , Crown Castle is lengthening tenor and,
with the lower expected coupon, reducing interest costs, both
credit pluses.

The following rating was assigned with a stable outlook:

  Crown Castle International Corp. -- B1 new senior unsecured
  notes due 2022.

Ratings are subject to revision if there are any material changes
to the terms and conditions of the transaction as advised to
Moody's. Moody's expects to withdraw the ratings of the company's
7.125% Senior Notes due 2019 upon purchase or redemption.

Ratings Rationale

Crown Castle's rating reflects the company's position as the
leading independent wireless tower operator in the US with a
strong operational profile and the ability to generate significant
free cash flow despite the recent resumption of share purchase
activity and initiation of a new dividend beginning in the first
quarter of 2014. The rating also reflects the significant
proportion of revenue that Crown Castle derives under contractual
agreements with the largest US wireless operators. Moody's expects
the carriers will continue to improve the coverage and capacity of
their networks by adding additional communications equipment to
Crown Castle's wireless infrastructure.

At the same time, Crown Castle's rating is constrained by the
significant increase in debt levels since 2011 to finance a string
of acquisitions. The rating also incorporates the company's
significant customer concentration, as the top four wireless
carriers account for around 84% of Crown Castle's pro forma
revenue. In addition, because the proposed AT&T acquisition will
have a lower average tenancy ratio of 1.7 tenants per tower,
compared to Crown Castle's existing communications sites (which
average roughly 3 tenants per tower for sites operated more than 5
years), the company's EBITDA margins will likely be pressured over
the near-term.

Rating Outlook

The rating outlook is stable, reflecting Crown Castle's solid
operating performance, visible revenue growth via a significant
backlog of contractual rents and increasing wireless carrier
demand. The stable outlook also reflects our expectations of
continued EBITDA and cash flow expansion that will support
improvement in the company's credit profile and leverage metrics
over the rating horizon.

What Could Change the Rating -- Down

The ratings may face downward pressure if weakening industry
fundamentals, a return to more aggressive financial policies
(e.g., return of capital to shareholders via share repurchases) or
lower-than-expected cash flow growth result in the following
Moody's adjusted key credit metrics on a sustained basis: total
debt to EBITDA expected to be sustained above 7.5x, (EBITDA-
Capex)/Interest trending under 1.5x and free cash flow to adjusted
total debt in the low single digits.

What Could Change the Rating -- Up

Moody's expects the company's de-leveraging trend to continue, and
further upward ratings migration would be dependent upon Crown
Castle allocating a significant portion of free cash flow
generation towards absolute debt reduction. Quantitatively,
upwards rating pressure may develop if Crown Castle manages its
capital structure to the following Moody's adjusted key credit
metrics on a sustained basis: total debt to EBITDA trending
towards 6x, (EBITDA-Capex)/Interest exceeding 2x and free cash
flow to adjusted total debt in the high single digits.

Moody's subscribers can find additional information in the Crown
Castle Credit Opinion published on www.moodys.com.

The principal methodology used in this rating was Global
Communications Infrastructure Rating Methodology published in June
2011.

Crown Castle owns, owns, operates, and leases towers and other
infrastructure for wireless communications. Crown Castle offers
significant wireless communications coverage to all of the top 100
US markets and to substantially all of the Australian population.
Crown Castle owns, operates and manages approximately 40,000 and
approximately 1,700 wireless communication sites in the US and
Australia, respectively.


CROWN CASTLE: S&P Assigns BB- Rating to $500MM Sr. Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '5' recovery rating to telecom tower operator Crown
Castle International Corp.'s proposed $500 million senior
unsecured notes.  The '5' recovery rating indicates S&P's
expectation for modest (10% to 30%) recovery in the event of
payment default.  S&P expects the company to use proceeds to
redeem its approximate $500 million of 7.125% senior notes due
2019.

The 'BB' corporate credit rating and stable outlook on the company
remain unchanged.  The rating reflects the company's "excellent"
business risk profile and "highly leveraged" financial risk
profile.  S&P expects financial metrics to be at the weaker end of
the "highly leveraged" category, including leverage of above 6x.

RATINGS LIST

Crown Castle International Corp.
Corporate Credit Rating               BB/Stable/--

New Rating

Crown Castle International Corp.
Senior Unsecured
$500 mil. notes                       BB-
  Recovery Rating                      5


DELTA AIR LINES: U.S. Supreme Court Backs Frequent-Flier Programs
-----------------------------------------------------------------
Brent Kendall, writing for The Wall Street Journal, reported that
the U.S. Supreme Court gave airlines stronger legal protections
for how they operate their frequent-flier benefits, in a case
involving a rabbi who was booted out of an airline's rewards
program.

According to the report, the high court ruled unanimously that the
Minnesota rabbi can't proceed with a lawsuit against Delta Air
Lines Inc. subsidiary Northwest Airlines based on allegations that
he was unfairly removed from the airline's WorldPerks program.

Northwest revoked the Platinum Elite membership of Rabbi Binyomin
Ginsberg in 2008, relying on a clause that said the airline "in
its sole judgment" could remove a customer who abused the program,
the report related. The rabbi, who logged around 75 flights a year
on Northwest, said the airline told he him he was being kicked out
because he complained too much about travel problems and sought
excessive compensation from the airline.

The rabbi's subsequent lawsuit made several claims under state
law, including an allegation that the airline violated a
contractual duty to act in good faith, the report further related.

The Supreme Court, in a 15-page opinion by Justice Samuel Alito,
said the rabbi's lawsuit was related to airline prices and
services, and thus was barred by a 1978 federal law on airline
deregulation, the report added.  The decision overturned a lower-
court ruling allowing the rabbi's case to proceed.

                      About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On Dec. 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

                          *     *     *

The Troubled Company Reporter, on March 6, 2014, reported that
Fitch Ratings has upgraded Delta Air Line's IDR to 'BB-'. Fitch
has also upgraded Delta's Seattle project bonds to 'BB-' from 'B+'
and assigned ratings of 'BB+' to Delta's 2012 secured credit
facility.  The Rating Outlook is Positive.


DEMCO INC: Sec. 341 Creditors' Meeting on June 23
-------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of Demco, Inc. on June 23,
2014, at 1:00 p.m.  The meeting will be held at Buffalo UST -
Olympic Towers.

Demco, Inc., aka Decommissioning & Environmental Management
Company, is a specialty trade contractor based in West Seneca,
New York, which provides demolition services, nuclear work,
environmental clean-up, disaster response and a variety of other
services throughout the United States and, on a project-by-project
basis, internationally.  Some of Demco's better known demolition
projects in the past have included the Rocky Flats Nuclear Power
Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial
Auditorium, and the Sunflower Army Ammunition Plant.

Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No.
12-12465) on Aug. 6, 2012.  Bankruptcy Judge Michael J. Kaplan
presides over the case.  Daniel F. Brown, Esq., at Andreozzi,
Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the
Debtor in its restructuring effort.  Freed Maxick CPAs, P.C.
serves as its accountants, and Horizons Consulting, LLC, serves as
its tax consultants. The Debtor estimated assets and debts at $10
million to $50 million.  The petition was signed by Michael J.
Morin, controller.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
creditors to serve on the Official Committee of Unsecured
Creditors.

First Niagara Bank, the cash collateral lender, is represented by
William F. Savino, Esq., at Damon Morey.


DJA CORP: Case Summary & 12 Unsecured Creditors
-----------------------------------------------
Debtor: DJA, Corp.
           dba BA Trevi Zone
        32250 Mission Trail
        Lake Elsinore, CA 92530

Case No.: 14-14117

Chapter 11 Petition Date: March 31, 2014

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Judge: Hon. Deborah J. Saltzman

Debtor's Counsel: Stephen R Wade, Esq.
                  THE LAW OFFICES OF STEHPEN R WADE
                  350 W Fourth St
                  Claremont, CA 91711
                  Tel: 909-985-6500
                  Fax: 909-399-9900
                  Email: laurel@srwadelaw.com

Estimated Assets: $704,100

Estimated Liabilities: $1.94 million

The petition was signed by Michel Knight, president.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-14117.pdf


DOLAN COMPANY: Obtains Interim Approval of Stock Trading Protocol
-----------------------------------------------------------------
The Dolan Company, et al., sought and obtained interim approval
from the U.S. Bankruptcy Court for the District of Delaware of
procedures relating to the transfers of the Company's common stock
and 8.5% series B cumulative preferred stock.

As of Dec. 31, 2013, the Debtors estimate that they have net
operating losses in the amount of approximately $150 million.  The
NOLs are of significant value to the Debtors and their estates
because the Debtors can carry forward their NOLs to offset their
future taxable income for up to 20 years, thereby reducing their
future aggregate tax obligations.  In addition, the NOLs may be
utilized by the Debtors to offset any taxable income generated by
transactions consummated during the Chapter 11 cases.

Because an "ownership change" may negatively impact the Debtors'
utilization of the NOLs, the Debtors propose these procedures:

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

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

   * The Debtors have 14 calendar days after receipt of the stock
     transaction notice to object to the proposed transaction.

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

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

A final hearing on the motion will be held on April 17, 2014, at
11:00 am. (prevailing Eastern Time).  Any objections must be filed
on or before April 10.

                      About The Dolan Company

Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its
subsidiaries provide professional services and business
information to the legal, financial and real estate sectors.

The Dolan Company and several affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to
14-10637) on March 23, 2014.  Marc Kieselstein, P.C., Jeffrey D.
Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis
LLP, serve as the Debtors' counsel.  Timothy P. Cairns, Esq.,
Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as local counsel.

Faegre Baker Daniels LLP serves as the Debtors' special counsel;
Peter J. Solomon Company serves as financial advisors; and
Kurtzman Carson Consultants, LLC, serves s noticing and balloting
agent.  Deloitte Tax LLP serves as tax advisors.  Zolfo Cooper LLC
also serves as advisors.

Dolan listed $236.2 million in total assets and $185.9 million in
total debts at Sept. 30, 2013.  The petitions were signed by Vicki
J. Duncomb, authorized signatory.

Global investment management firm T. Rowe Price Associates, Inc.,
owns nearly 10% of the company's stock, while James Dolan owns
6.8%.

Dolan's e-discovery business, DiscoverReady LLC, did not file a
chapter 11 petition and its operations will not be affected by the
chapter 11 process.

On March 18, 2014, Dolan and its lenders and certain of its swap
counterparties executed a restructuring support agreement that
sets forth the material terms of the chapter 11 restructuring and
secures the support of the secured creditors for that process. In
accordance with the RSA, the Company commenced solicitation for
votes on the chapter 11 plan from secured creditors, the only
parties entitled to vote under the plan of reorganization.

The chapter 11 plan contemplates that the secured lenders will
become the owner of DiscoverReady and The Dolan Company upon the
completion of the restructuring process and each business will be
operated as separate and distinct entities.  Investment funds
managed by Bayside Capital, Inc. will become the majority owner of
DiscoverReady and The Dolan Company.  Bayside Capital is an
affiliate of H.I.G. Capital, a global private investment firm with
more than $15 billion of equity capital under management.

The chapter 11 plan process will allow the filing subsidiaries of
the Company to deleverage its capital structure by reducing its
projected secured debt obligations from approximately $170 million
to approximately $50 million.  The RSA also secures support from
the lenders to refinance DiscoverReady's capital structure with a
$10 million unfunded secured revolving facility.  The existing
preferred and common shares will be cancelled and will not receive
a recovery in the chapter 11 plan.  After emergence from
bankruptcy, both The Dolan Company and DiscoverReady LLC will be
privately held companies.

Kevin Nystrom serves as the Company's chief restructuring officer.

The lenders are to provide a $10 million DIP loan to fund the cash
needs of the Company and DiscoverReady through the reorganization
process.

The Company expects to emerge from bankruptcy within two months.

The Debtors have requested procedural consolidation and joint
administration of the chapter 11 cases.


DOLAN COMPANY: Seeks to Employ Kirkland & Ellis as Counsel
----------------------------------------------------------
The Dolan Company, et al., seek authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Kirkland & Ellis LLP
as their attorneys to, among other things, advise the Debtors with
respect to their powers and duties as debtors in possession in the
continued management and operation of their businesses and
properties.

K&E's current hourly rates for matters related to the Chapter 11
cases range as follows:

      Partners                   $665 to $1,225
      Of Counsel                 $415 to $1,195
      Associates                 $450 to $835
      Paraprofessionals          $170 to $355

The following professionals presently are expected to have primary
responsibility for providing services to the Debtors:

     Marc Kieselstein, P.C.       $1,125
     Jeffrey D. Pawlitz, Esq.       $775
     Joseph M. Graham, Esq.         $595

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

Mr. Kieselstein, a partner at Kirkland & Ellis LLP, in Chicago,
Illinois, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.  Mr. Kieselstein discloses that Vista
Equity Partners is the portfolio parent to both ACTIVE Network, a
contract counterparty to the Debtors, and Sage Software, Inc., one
of the Debtors' top unsecured creditors.  Vista Equity Partners
represented more than 1% of K&E's fee receipts for the 12-month
period ending Feb. 28, 2014.

Mr. Kieselstein said that  on Feb. 5, 2014, the Debtors paid
$150,000 to K&E as a classic retainer and the Debtors subsequently
made additional classic retainer payments to K&E totaling
$1,180,679 in the aggregate.

Vicki Duncomb, vice president and chief financial officer, of the
Company, relates that the Debtors utilized a review process to
assess potential counsel based on their expertise in the relevant
legal issues and in similar proceedings.  Using that review
process, the Debtors' chief executive officer, chief operating
officer, and general counsel interviewed K&E and recommended that
the Debtors employ the firm as bankruptcy counsel.

A hearing on the employment application will be on April 17, 2014,
at 11:00 a.m. (ET).  Objections are due April 10.

                      About The Dolan Company

Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its
subsidiaries provide professional services and business
information to the legal, financial and real estate sectors.

The Dolan Company and several affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to
14-10637) on March 23, 2014.  Marc Kieselstein, P.C., Jeffrey D.
Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis
LLP, serve as the Debtors' counsel.  Timothy P. Cairns, Esq.,
Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as local counsel.

Faegre Baker Daniels LLP serves as the Debtors' special counsel;
Peter J. Solomon Company serves as financial advisors; and
Kurtzman Carson Consultants, LLC, serves s noticing and balloting
agent.  Deloitte Tax LLP serves as tax advisors.  Zolfo Cooper LLC
also serves as advisors.

Dolan listed $236.2 million in total assets and $185.9 million in
total debts at Sept. 30, 2013.  The petitions were signed by Vicki
J. Duncomb, authorized signatory.

Global investment management firm T. Rowe Price Associates, Inc.,
owns nearly 10% of the company's stock, while James Dolan owns
6.8%.

Dolan's e-discovery business, DiscoverReady LLC, did not file a
chapter 11 petition and its operations will not be affected by the
chapter 11 process.

On March 18, 2014, Dolan and its lenders and certain of its swap
counterparties executed a restructuring support agreement that
sets forth the material terms of the chapter 11 restructuring and
secures the support of the secured creditors for that process. In
accordance with the RSA, the Company commenced solicitation for
votes on the chapter 11 plan from secured creditors, the only
parties entitled to vote under the plan of reorganization.

The chapter 11 plan contemplates that the secured lenders will
become the owner of DiscoverReady and The Dolan Company upon the
completion of the restructuring process and each business will be
operated as separate and distinct entities.  Investment funds
managed by Bayside Capital, Inc. will become the majority owner of
DiscoverReady and The Dolan Company.  Bayside Capital is an
affiliate of H.I.G. Capital, a global private investment firm with
more than $15 billion of equity capital under management.

The chapter 11 plan process will allow the filing subsidiaries of
the Company to deleverage its capital structure by reducing its
projected secured debt obligations from approximately $170 million
to approximately $50 million.  The RSA also secures support from
the lenders to refinance DiscoverReady's capital structure with a
$10 million unfunded secured revolving facility.  The existing
preferred and common shares will be cancelled and will not receive
a recovery in the chapter 11 plan.  After emergence from
bankruptcy, both The Dolan Company and DiscoverReady LLC will be
privately held companies.

Kevin Nystrom serves as the Company's chief restructuring officer.

The lenders are to provide a $10 million DIP loan to fund the cash
needs of the Company and DiscoverReady through the reorganization
process.

The Company expects to emerge from bankruptcy within two months.

The Debtors have requested procedural consolidation and joint
administration of the chapter 11 cases.


DOLAN COMPANY: Can Employ Kurtzman Carson as Claims & Admin. Agent
------------------------------------------------------------------
The Dolan Company, et al., obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Kurtzman
Carson Consultants LLC as the claims and noticing agent and the
claims agent protocol to, among other things, (a) distribute
required notices to parties-in-interest, (b) receive, maintain,
docket and otherwise administer the proofs of claim filed in the
Debtors' cases, and (c) provide other administrative services.

                      About The Dolan Company

Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its
subsidiaries provide professional services and business
information to the legal, financial and real estate sectors.

The Dolan Company and several affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to
14-10637) on March 23, 2014.  Marc Kieselstein, P.C., Jeffrey D.
Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis
LLP, serve as the Debtors' counsel.  Timothy P. Cairns, Esq.,
Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as local counsel.

Faegre Baker Daniels LLP serves as the Debtors' special counsel;
Peter J. Solomon Company serves as financial advisors; and
Kurtzman Carson Consultants, LLC, serves s noticing and balloting
agent.  Deloitte Tax LLP serves as tax advisors.  Zolfo Cooper LLC
also serves as advisors.

Dolan listed $236.2 million in total assets and $185.9 million in
total debts at Sept. 30, 2013.  The petitions were signed by Vicki
J. Duncomb, authorized signatory.

Global investment management firm T. Rowe Price Associates, Inc.,
owns nearly 10% of the company's stock, while James Dolan owns
6.8%.

Dolan's e-discovery business, DiscoverReady LLC, did not file a
chapter 11 petition and its operations will not be affected by the
chapter 11 process.

On March 18, 2014, Dolan and its lenders and certain of its swap
counterparties executed a restructuring support agreement that
sets forth the material terms of the chapter 11 restructuring and
secures the support of the secured creditors for that process. In
accordance with the RSA, the Company commenced solicitation for
votes on the chapter 11 plan from secured creditors, the only
parties entitled to vote under the plan of reorganization.

The chapter 11 plan contemplates that the secured lenders will
become the owner of DiscoverReady and The Dolan Company upon the
completion of the restructuring process and each business will be
operated as separate and distinct entities.  Investment funds
managed by Bayside Capital, Inc. will become the majority owner of
DiscoverReady and The Dolan Company.  Bayside Capital is an
affiliate of H.I.G. Capital, a global private investment firm with
more than $15 billion of equity capital under management.

The chapter 11 plan process will allow the filing subsidiaries of
the Company to deleverage its capital structure by reducing its
projected secured debt obligations from approximately $170 million
to approximately $50 million.  The RSA also secures support from
the lenders to refinance DiscoverReady's capital structure with a
$10 million unfunded secured revolving facility.  The existing
preferred and common shares will be cancelled and will not receive
a recovery in the chapter 11 plan.  After emergence from
bankruptcy, both The Dolan Company and DiscoverReady LLC will be
privately held companies.

Kevin Nystrom serves as the Company's chief restructuring officer.

The lenders are to provide a $10 million DIP loan to fund the cash
needs of the Company and DiscoverReady through the reorganization
process.

The Company expects to emerge from bankruptcy within two months.

The Debtors have requested procedural consolidation and joint
administration of the chapter 11 cases.


DOLAN COMPANY: Employs Pachulski as Local Delaware Counsel
----------------------------------------------------------
The Dolan Company, et al., seek authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Pachulski Stang Ziehl
& Jones LLP as co-counsel to, among other things, provide legal
advice regarding local rules, practices, and procedures.

The principal attorneys and paralegals presently designated to
represent the Debtors and their current standard hourly rates are:

      Laura Davis Jones, Esq.    $995
      Michael R. Seidl, Esq.     $645
      Timothy P. Cairns, Esq.    $645
      Margaret L. McGee, Esq.    $295

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

Ms. Jones, a partner in the law firm of Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, assures the Court that his
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.  Ms. Jones discloses
that Great American Insurance Company is an insurer of the
Debtors.  The firm currently represents Great American Insurance
and certain other insurers in a California state court litigation
matter that is unrelated to the Debtors and the Chapter 11 cases.

The firm has received payments from the Debtors during the year
prior to the Petition Date in the amount of $79,122, including the
Debtors' aggregate filing fees for the Chapter 11 cases, in
connection with the preparation of initial documents and the
prepetition representation of the Debtors.  The firm represented
the client in the 12-month period prepetition.  Ms. Jones said the
billing rates and material financial terms for the postpetition
period remain the same as of the prepetition period.

Pursuant to the Appendix B Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses, Ms. Jones said the
firm did not agree to any variations from, or alternatives to,
your standard or customary billing arrangements for the
engagement.

Vicki Duncomb, vice president and chief financial officer of The
Dolan Company, relates that PSZ&J has informed the Debtors that
its rates are consistent between bankruptcy representations,
including related transactional and litigation services.  Ms.
Duncomb also states that the firm does not have different billing
rates and terms for non-bankruptcy engagements that can be
compared to the billing rates and terms for the Debtors'
engagement of PSZ&J.

A hearing on the employment application is scheduled for April 17,
2014, at 11:00 a.m. (prevailing Eastern time).  Objections are due
April 10.

                      About The Dolan Company

Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its
subsidiaries provide professional services and business
information to the legal, financial and real estate sectors.

The Dolan Company and several affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to
14-10637) on March 23, 2014.  Marc Kieselstein, P.C., Jeffrey D.
Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis
LLP, serve as the Debtors' counsel.  Timothy P. Cairns, Esq.,
Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as local counsel.

Faegre Baker Daniels LLP serves as the Debtors' special counsel;
Peter J. Solomon Company serves as financial advisors; and
Kurtzman Carson Consultants, LLC, serves s noticing and balloting
agent.  Deloitte Tax LLP serves as tax advisors.  Zolfo Cooper LLC
also serves as advisors.

Dolan listed $236.2 million in total assets and $185.9 million in
total debts at Sept. 30, 2013.  The petitions were signed by Vicki
J. Duncomb, authorized signatory.

Global investment management firm T. Rowe Price Associates, Inc.,
owns nearly 10% of the company's stock, while James Dolan owns
6.8%.

Dolan's e-discovery business, DiscoverReady LLC, did not file a
chapter 11 petition and its operations will not be affected by the
chapter 11 process.

On March 18, 2014, Dolan and its lenders and certain of its swap
counterparties executed a restructuring support agreement that
sets forth the material terms of the chapter 11 restructuring and
secures the support of the secured creditors for that process. In
accordance with the RSA, the Company commenced solicitation for
votes on the chapter 11 plan from secured creditors, the only
parties entitled to vote under the plan of reorganization.

The chapter 11 plan contemplates that the secured lenders will
become the owner of DiscoverReady and The Dolan Company upon the
completion of the restructuring process and each business will be
operated as separate and distinct entities.  Investment funds
managed by Bayside Capital, Inc. will become the majority owner of
DiscoverReady and The Dolan Company.  Bayside Capital is an
affiliate of H.I.G. Capital, a global private investment firm with
more than $15 billion of equity capital under management.

The chapter 11 plan process will allow the filing subsidiaries of
the Company to deleverage its capital structure by reducing its
projected secured debt obligations from approximately $170 million
to approximately $50 million.  The RSA also secures support from
the lenders to refinance DiscoverReady's capital structure with a
$10 million unfunded secured revolving facility.  The existing
preferred and common shares will be cancelled and will not receive
a recovery in the chapter 11 plan.  After emergence from
bankruptcy, both The Dolan Company and DiscoverReady LLC will be
privately held companies.

Kevin Nystrom serves as the Company's chief restructuring officer.

The lenders are to provide a $10 million DIP loan to fund the cash
needs of the Company and DiscoverReady through the reorganization
process.

The Company expects to emerge from bankruptcy within two months.

The Debtors have requested procedural consolidation and joint
administration of the chapter 11 cases.


DOME PETROCHEMICAL: Case Summary & 12 Unsecured Creditors
---------------------------------------------------------
Debtor: Dome Petrochemical, L.C.
        3121 Buffalo Speedway, #6108
        Houston, TX 77098

Case No.: 14-31836

Chapter 11 Petition Date: March 31, 2014

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

Judge: Hon. Karen K. Brown

Debtor's Counsel: Barnet B Skelton, Jr, Esq.
                  ATTORNEY AT LAW
                  712 Main St, Ste 1705
                  Houston, TX 77002
                  Tel: 713-659-8761
                  Fax: 713-659-8764
                  Email: barnetbjr@msn.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Rodman A. Eggen, manager.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb-14-31836.pdf


ECOSPHERE TECHNOLOGIES: Reports $19.2 Million Net Income in 2013
----------------------------------------------------------------
Ecosphere Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $19.16 million on $6.71 million of total revenues for
the year ended Dec. 31, 2013, as compared with net income of $1.05
million on $31.13 million of total revenues during the prior year.

As of Dec. 31, 2013, the Company had $21.32 million in total
assets, $2.52 million in total liabilities and $3.72 million in
total redeemable convertible cumulative preferred stock, and
$15.07 million in total equity.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has a loss from operations and cash used in
operations along with an accumulated deficit.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                        http://is.gd/MoSxaC

                    About Ecosphere Technologies

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


EDGENET INC: Former Owner Wants Investigation Period Extended
-------------------------------------------------------------
Ernest Wu, in his capacity as owner's representative for certain
former owners of Edgenet, Inc., et al., asks the U.S. Bankruptcy
Court for the District of Delaware to extend the investigation
period set forth in the Final Cash Collateral Order as he has not
been able to complete and will not be able to complete his
investigation within the period provided under the Final Cash
Collateral Order.

Mr. Wu is represented by Joseph Grey, Esq., at Cross & Simon, LLC,
in Wilmington, Delaware.

A hearing on the request will be held on April 10, 2014, at 10:00
a.m.  Objections are due April 3.

                         About Edgenet Inc.

Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud-
based content and applications that enable companies to sell more
products and services with greater ease across multiple channels
and devices.  Edgenet has three business locations: Waukesha, WI,
Brentwood, TN, and its main office in Atlanta, GA.  The Company
has 80 employees.

Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy
protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014.

Edgenet Inc. estimated assets of at least $10 million and
liabilities of $100 million to $500 million.

Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware, serves as counsel to the Debtors;
Glass Ratner Advisory & Capital Group LLC is the financial
advisor; JMP Securities, LLC, is the investment banker, and Phase
Eleven Consultants, LLC, is the claims and noticing agent.

The U.S. Trustee has been unable to appoint an official unsecured
creditors committee as no sufficient interest has been generated
from creditors.

Fred Marxer, Timothy Choate and Davis Carr, individuals and
holders of a segment of the promissory notes issued in 2004 that
have been referred to by Edgenet, Inc., et al., requested that the
Court will issue an order appointing an official committee of
Seller Noteholders, or in the alternative, an official committee
of unsecured creditors, with members appointed from the Seller
Noteholders who agree to waive any continued security interest
arising from the Seller Notes.


EFUSION SERVICES: Court Approves Powell Theune as Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
eFusion Services LLC to employ Powell Theune PC as counsel,
effective Dec. 20, 2013.

As reported in the Troubled Company Reporter on Jan. 30, 2014, the
Debtor required Powell Theune to:

   (a) provide the Debtor with legal counsel with respect to its
       powers and duties as Debtor and Debtor-in-possession;

   (b) prepare on behalf of the Debtor the necessary
       applications, complaints, answers, motions, reports and
       other legal papers, and representing the Debtor in
       negotiations and at all hearings in this case and related
       proceedings;

   (c) assist the Debtor in the preparation and confirmation of a
       Chapter 11 disclosure statements and plans, if
       appropriate; and

   (d) perform other legal services for Debtor, which may be
       necessary herein.

Powell Theune will be paid at these hourly rates:

       Philipp C. Theune            $275
       Paralegals                   $125

Powell Theune will also be reimbursed for reasonable out-of-pocket
expenses incurred.

On Dec. 11, 2013, Powell Theune received a retainer in the amount
of $7,480, paid by the Debtor, the bulk of which has been used on
pre-petition fees and costs.  The balance remains in Powell
Theune's COLTAF account.

Philipp C. Theune, Esq., attorney at Powell Theune, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Powell Theune can be reached at:

       Philipp C. Theune, Esq.
       POWELL THEUNE PC
       6595 West 14th Ave., Suite 100
       Lakewood, CO 80206
       Tel: (303) 832-1150
       Fax: (303) 845-6934
       E-mail: ptheune@PowellTheune.com

eFusion Services LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Colo. Case No. 13-30740) on Dec. 20, 2013.  The
petition was signed by Paul Lufkin, Manager of eFusion Management
LLC.  The Debtor disclosed total assets of $35 million and total
liabilities of $28.6 million.  The Hon. Michael E. Romero presides
over the case.  The Debtor employed Powell Theune PC as its
counsel.

Richard A. Weiland, the U.S. Trustee for Region 19, was not
able to form an Official Committee of Unsecured Creditors in the
bankruptcy case of eFusion Services LLC because there were too
few unsecured creditors who are willing to serve on the Committee.


EFUSION SERVICES: April 10 Evidentiary Hearing on Case Dismissal
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado will
hold an evidentiary hearing on April 10, 2014, at 9:30 a.m., to
consider creditors McCann, Dorsey and Maley's joint motion to
dismiss the Chapter 11 case of eFusion Services, LLC.

As reported in the Troubled Company Reporter on March 5, 2014, the
Debtor objected to the motion to dismiss, stating that it did
not file for bankruptcy to stop any efforts of the creditors MDM
as MDM was not engaged in any efforts to foreclose on their
collateral; did not file the petition in bad faith, especially
when compared to MDM's bad faith conduct; and will prove so at a
full hearing.

In February 2014, the creditors said that the Debtor has no debts
to reorganize and no business to rehabilitate.  According to the
creditors, the Debtor is a holding company with no cash, no
income, no ability to generate income, nine creditors, no money to
pay its counsel only one month into this case.  This case was
filed in bad faith for the benefit of the Debtor's majority owner,
eFusion Management and its principal Paul Lufkin so that they
could attempt to salvage a deal they failed to close for almost a
year.

Daniel J. Garfield, Esq., at Foster Graham Milstein & Calisher
LLP, counsel of the creditors, said the creditors and the Debtor
agreed in December 2012 that the Debtor would purchase companies
for $35 million and pay Dorsey and McCann $27 million by February
2013.  Despite multiple extensions of the payment deadline, the
Debtor failed to raise any funds, and Dorsey and McCann exercised
their right to terminate the purchase.  The Debtor now claims that
no termination occurred and asserts that Dorsey and McCann were
not truthful concerning the finances of the companies.  This
dispute, above all other facts, explains the Debtor's bad faith
petition, Mr. Garfield said.

eFusion Services LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Colo. Case No. 13-30740) on Dec. 20, 2013.  The
petition was signed by Paul Lufkin, Manager of eFusion Management
LLC.  The Debtor disclosed total assets of $35 million and total
liabilities of $28.6 million.  The Hon. Michael E. Romero presides
over the case.  The Debtor employed Powell Theune PC as its
counsel.

Richard A. Weiland, the U.S. Trustee for Region 19, was not
able to form an Official Committee of Unsecured Creditors in the
bankruptcy case of eFusion Services LLC because there were too
few unsecured creditors who are willing to serve on the Committee.


ELBIT IMAGING: Gamida Receives Acquisition Proposal
----------------------------------------------------
Elbit Medical Technologies Ltd., a subsidiary of Elbit Imaging
Ltd., announced that on March 7, 2014, Gamida Cell Ltd., in which
Elbit Medical holds approximately 30.8 percent of the voting
power, received a non-binding proposal contemplating its purchase
by a global pharmaceutical company.

The proposed consideration for that purchase is expected to
include a payment of a significant amount upon closing, as well as
certain milestone-based payments (contingent upon development,
regulatory approvals or sales related to Gamida Cell's product),
with such proposed consideration expected to amount to up to
several hundred million dollars.

No definitive agreement has been signed to date and there is no
certainty that the negotiation of that non-binding proposal will
lead to the conclusion of a definitive agreement or that a
transaction will be completed.  The execution of a definitive
agreement is subject to certain conditions precedent, including
but not limited to, the approval of the authorized corporate
organs of each of Gamida Cell, Elbit Medical, other shareholders
of Gamida Cell and the Purchaser.

                     About Elbit Imaging Ltd.

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

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

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

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

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

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

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

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


ELBIT IMAGING: Fails to Comply with NASDAQ's $1 Bid Price Rule
--------------------------------------------------------------
Elbit Imaging Ltd. received a written notification from the
Listing Qualifications Department of The NASDAQ Stock Market LLC
advising the Company that for the previous 30 consecutive business
days the bid price for the Company's ordinary shares had closed
below the minimum $1.00 per share required under NASDAQ Listing
Rule 5450(a)(1).  The notification letter states that the Company
will be afforded 180 calendar days to regain compliance with the
minimum bid price requirement.  In order to regain compliance, the
closing bid price for the Company's ordinary shares must be a
least $1.00 per share for a minimum of ten consecutive business
days.  The compliance period expires on Sept. 8, 2014.

The Company intends to monitor the bid price for its ordinary
shares between now and Sept. 8, 2014, and will consider all
available options to resolve the deficiency and regain compliance
with the minimum bid price requirement.  If necessary, the Company
may effect a reverse stock split to regain compliance with the
minimum bid price requirement.  In the event that the bid price
deficiency is not cured by the end of the applicable compliance
period, the Company's ordinary shares would be subject to
delisting.

                      About Elbit Imaging Ltd.

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

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

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

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

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

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

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

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


ELEPHANT TALK: Delays Form 10-K for 2013
----------------------------------------
Elephant Talk Communications Corp. filed with the U.S. Securities
and Exchange Commission a Notification of Late Filing on Form 12b-
25 with respect to its annual report on Form 10-K for the year
ended Dec. 31, 2013.  The Company said the Form 10-K could not be
filed on a timely basis because the Company required additional
time to work with its outside professionals to complete its review
and finalize the Form 10-K, including how its losses to date, when
combined with the Company's recently completed financing efforts
would impact the Company's liquidity position.  The Company
expects to file the Form 10-K within the additional time allowed
by the report.

                        About Elephant Talk


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

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

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


ELITE PHARMACEUTICALS: Board Classified Into 3 Classes
------------------------------------------------------
The Board of Directors of Elite Pharmaceuticals, Inc., amended and
restated the Company's By-Laws.  Section 3.03 of the By-Laws was
amended in its entirety, new sections 2.06 and 2.07 of the By-Laws
were added and former Sections 2.06 through 2.10 of the By-Laws
were renamed Sections 2.08 through 2.12.

The Company's Board of Directors is now classified into three
separate classes of directors, as nearly equal in number as
possible, with each respective class to serve a three-year term
and until their successors are duly elected and qualified.  The
annual meeting of shareholders, tentatively scheduled for May 21,
2014, will be the first election of directors after adoption of
the Board Classification, and as a result, at the Annual Meeting
(A) two Class I directors will be elected to an initial one-year
term expiring at the 2015 annual meeting and until their
respective successors are elected and qualified, (B) two Class II
directors will be elected to an initial two-year term expiring at
the 2016 annual meeting and until their respective successors are
elected and qualified and (C) two Class III directors will be
elected to an initial three-year term expiring at the 2017 annual
meeting and until their respective successors are elected and
qualified.  At each annual meeting commencing with the 2015 annual
meeting, directors will be elected to succeed those directors
whose terms then expire, with each person so elected to serve for
a three-year term and until his or her respective successor is
elected and qualified.

Additional information is available for free at:

                        http://is.gd/JvZhux

                     About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Elite Pharmaceuticals reported net income attributable to common
shareholders of $1.48 million on $3.40 million of total revenues
for the year ended March 31, 2013, as compared with a net loss
attributable to common shareholders of $15.05 million on $2.42
million of total revenues for the year ended March 31, 2012.

The Company's balance sheet at Dec. 31, 2013, showed $18.27
million in total assets, $23.20 million in total liabilities and a
$4.92 million total stockholders' deficit.

Demetrius Berkower LLC, in Wayne, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2013.  The independent auditors noted
that the Company has experienced significant losses resulting in a
working capital deficiency and shareholders' deficit.  These
conditions raise substantial doubt about its ability to continue
as a going concern.


ELITE PRECISION: Case Summary & 11 Unsecured Creditors
------------------------------------------------------
Debtor: Elite Precision Fabricators
        2239 Saint Beulah Chapel Road
        Montgomery, TX 77316

Case No.: 14-31773

Chapter 11 Petition Date: March 31, 2014

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

Judge: Hon. Karen K. Brown

Debtor's Counsel: James B. Jameson, Esq.
                  ATTORNEY AT LAW
                  P. O. Box 980575
                  Houston, TX 77098
                  Tel: 713-807-1705
                  Fax: 713-807-1710
                  Email: jbjameson@jamesonlaw.net

Estimated Assets: $5.43 million

Estimated Liabilities: $6.41 million

The petition was signed by Shannon Thornton, president.

A list of the Debtor's 11 unsecured creditors is available for
free at http://bankrupt.com/misc/txsb14-31773.pdf


EMPIRE RESORTS: Incurs $27 Million Net Loss in 2013
---------------------------------------------------
Empire Resorts, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
applicable to common shares of $27.05 million on $70.96 million of
net revenues for the year ended Dec. 31, 2013, as compared with a
net loss applicable to common shares of $2.26 million on $71.97
million of net revenues during the prior year.

As of Dec. 31, 2013, the Company had $39.04 million in total
assets, $48.82 million in total liabilities and a $9.77 million
total stockholders' deficit.

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

                        http://is.gd/2fIvF6

                        About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.


EMPRESAS OMAJEDE: BPPR Says Plan Outline Should be Rejected
-----------------------------------------------------------
Banco Popular De Puerto Rico ("BPPR"), a secured creditor of
Empresas Omajede Inc., is objecting to the disclosure statement
explaining the proposed Chapter 11 plan of Empresas.

Ubaldo M. Fernandez, Esq., at O'Neill & Borges LLC, counsel to
BPPR, says the Disclosure Statement fails to meet the required
legal standards under the Bankruptcy Code.

According to Mr. Fernandez, the Disclosure Statement should not be
approved because it (i) fails to provide essential information
required for BPPR to make an informed decision on the Plan as
required by Section 1125 of the Code, and (ii) Plan does not
satisfy the provisions of Section 1129 of the Code and, is
patently un-confirmable.

Mr. Fernandez relates that the most blatant inadequacy of the
Disclosure Statement is that it fails to provide any information
as to the Debtor's lessees and the status of the existing lease
agreements for the Debtor's properties.  This information,
together with the lack of reporting by the Debtor as to the
accounts receivables for its lessees, fatally impairs the capacity
of creditors to assess the feasibility of the Plan, he tells the
Court.

                The Plan and Disclosure Statement

The disclosure statement accompanying Empresas Omajede's plan of
reorganization dated Dec. 9, 2013, provides that:

   -- Holders of allowed administrative expense claims
(estimated to be $20,000) will receive 100 percent recovery.  The
secured claim of Banco de Desarrollo Economico de Puerto Rico
(estimated to be $430,472) will be allowed in its entirety.
Banco Popular de Puerto Rico has estimated recovery of 100 percent
of its $2,518,192 secured claim.

   -- Holders of Allowed General Unsecured Claims will be paid 100
percent of their claims, as may be fully determined and allowed by
the Court, including the claim of the State Insurance Fund,
without interest, in deferred equal consecutive monthly
instalments commencing on the 30th day of the month following the
Effective Date and continuing on the 30th day of the following 59
months.  These claims are estimated in the amount of $983,380 and
will be paid $15,919 monthly.

   -- The shares of Debtor's shareholders will be retained and are
unaltered.

After confirmation of the Plan, the Debtor will continue with its
current management.

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

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

                      About Empresas Omajede

Empresas Omajede, Inc., filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 12-10113) in Old San Juan, Puerto Rico, on Dec. 21, 2012.
Nelson E. Galarza serves as financial advisor.

The Debtor disclosed $16,718,614 in assets and $4,935,883 in
liabilities in its schedules.  The Debtor is a Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101(51B) with principal assets
located at La Ectronica Building, 1608 Bori St., in San Juan,
Puerto Rico.


ENERGY FUTURE: Owners May Almost Walk Away from Company
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that KKR & Co., TPG Inc., and Goldman Sachs Capital
Partners, the owners of Energy Future Holdings Corp., may end up
with as little as 1 percent of the equity in the reorganized
energy producer, said three people with direct knowledge of the
negotiations on a so-called prepackaged Chapter 11 plan.

According to the report, last year, creditors rejected a proposal
from the owners that would have allowed them to retain 15 percent
of the equity.  In return for virtually walking away, the owners
would be given releases of claims that creditors otherwise might
pursue, the people said.

The talks may enable Energy Future to delay filing in Chapter 11
for a month, giving participants more time to work on a
reorganization plan, the report related.

           About Energy Future Holdings, fka TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

                Restructuring Talks With Creditors

In April 2013, Energy Future and its affiliates confirmed in a
regulatory filing that they are in restructuring talks with
certain unaffiliated holders of first lien senior secured claims
concerning the Companies' capital structure.

Energy Future has retained Kirkland & Ellis LLP and Evercore
Partners to advise the Companies with respect to the potential
changes to the Companies' capital structure and to assist in the
evaluation and implementation of other potential restructuring
options.

The Creditors have retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Millstein & Co., L.P. to advise the Creditors and
to assist in the Creditors' evaluation of potential restructuring
options involving the Companies.

According to a Wall Street Journal report, people familiar with
the matter said Apollo Global Management LLC, Oaktree Capital
Management, Centerbridge Partners and GSO Capital Partners, the
credit arm of buyout firm Blackstone Group LP, all hold large
chunks of Energy Future's senior debt.  Many of these firms belong
to a group being advised by Jim Millstein, a restructuring expert
who helped the U.S. government revamp American International Group
Inc.  The Journal said Apollo enlisted investment bank Moelis &
Co. for additional advice to ensure it gets as much attention as
possible on the case given its large debt holdings.


ERF WIRELESS: CFO Richard Royall Resigns, Replacement Named
-----------------------------------------------------------
Richard Royall on March 14, 2014, tendered his resignation as CFO
of ERF Wireless, Inc., in order to devote more time to his
accounting practice in Houston on a full time basis.  Mr. Royall
has indicated to ERF Wireless that he will continue to serve as a
member of the Board of Directors and will continue to support the
Company's on-going business activities from that position.

The position of CFO for ERF Wireless has been filled effective
March 17, 2014, by the appointment of Mr. Greg Smith to that
position.  Mr. Smith has previously held multiple executive
positions at ERF Wireless and was the Company's first CFO in the
2004-2008 time period as well as serving as the initial CEO.  In
addition, effective March 18, 2014, Mr. Wesley Sherer has accepted
the position of Controller and will report directly to Mr. Smith
as CFO.

                         About ERF Wireless

Based in League City, Texas, ERF Wireless, Inc., provides secure,
high-capacity wireless products and services to a broad spectrum
of customers in primarily underserved, rural and suburban parts of
the United States.

ERF Wireless incurred a net loss attributable to the Company of
$4.81 million 2012 following a net loss attributable to the
Company of $3.37 million in 2011.  As of Sept. 30, 2013, ERF
Wireless had $5.31 million in total assets, $10.43 million in
total liabilities and a $5.12 million total shareholders' deficit.


EVERYWARE GLOBAL: S&P Puts 'B' CCR on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings,
including the 'B' corporate credit rating, on Lancaster, Ohio-
based manufacturer and distributor of tableware EveryWare Global
Inc. on CreditWatch with negative implications.  The CreditWatch
placement means S&P could either lower or affirm the ratings
following the completion of its review.

The CreditWatch placement reflects S&P's belief that EveryWare's
liquidity may be constrained over the next four quarters as a
result of two scheduled leverage covenant step-downs that will
occur in March and December 2014.  Continued weak economic
conditions have hurt the company's performance over 2013.
However, an accounting adjustment for inventory balances related
to a furnace closure significantly compressed EBITDA in the fourth
quarter.  S&P believes the company will report less than 10%
covenant cushion at quarter-end December 2013.  In addition, the
company received an equity cure from its financial sponsor owner
for the March 2014 quarter as it was not expected that the company
would be in compliance with its leverage ratio test.

S&P could lower the ratings if it believes the cushion on the
leverage covenant would remain below 10% and the company cannot
improve and sustain cushion of at least 15% over the near term.
Alternatively, S&P could affirm the ratings if it believes the
company will sustain covenant cushion of at least 15%.  S&P will
resolve the CreditWatch listing for EveryWare following its review
of the company's annual report and liquidity as well as its
financial policy, including any debt reduction plans.


EXIDE TECHNOLOGIES: Wells Fargo Opposes Hiring of MCAM
------------------------------------------------------
Wells Fargo Bank, N.A. is blocking efforts by Exide Technologies
and its unsecured creditors to win court approval to hire MCAM,
Inc. as consultant and broker.

Exide and the committee representing its unsecured creditors had
proposed to hire the firm to help market and potentially sell the
company's patent portfolio.

In a court filing, Wells Fargo complained that it wasn't consulted
regarding Exide's plan to hire MCAM despite the fact that the
patent portfolio was pledged to the bank as collateral for the
senior secured notes issued under an indenture dated Jan. 25,
2011.

Wells Fargo serves as trustee and collateral agent under the
indenture pursuant to which Exide issued its $675 million in face
amount of 8-5/8% Senior Secured Notes due 2018.

"Given the indenture trustee's lien in the patent portfolio, the
application should be denied unless certain accommodations are
made in recognition of the indenture trustee's lien," said the
bank's lawyer, Richard Robinson, Esq., at Reed Smith LLP, in
Wilmington, Delaware.

Mr. Robinson can be reached at:

     Richard A. Robinson, Esq.
     Reed Smith LLP
     1201 N. Market Street, Suite 1500
     Wilmington, DE 19801
     Tel: (302) 778-7500
     Fax: (302) 778-7575
     Email: rrobinson@reedsmith.com

                  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.


FINJAN HOLDINGS: Unit Issued Patent for Mobile Code Protection
--------------------------------------------------------------
Finjan Holdings, Inc.'s subsidiary Finjan, Inc., has been issued a
new U.S. patent - 8,677,494 (the '494 patent).  The '494 patent is
the most recent addition to the Finjan patent portfolio which now
exceeds 40 issued and pending patents worldwide.  This most recent
patent issuance relates to a proprietary malicious mobile code
runtime monitoring systems and methods, which Finjan began
developing in the mid 1990's to address potential network security
threats through better recognition of malicious code segments
passing through Internet infrastructure and networks to endpoint
devices.

The techniques described in the '494 patent cover protection
systems and methods offering security for one or more personal
computers or other intermittently or persistently network
accessible devices or processes.  Specifically, the inventive
aspects of the patent cover various defenses from undesirable or
otherwise malicious operations of Java TN applets, ActiveXTM
controls, JavaScriptTM scripts, Visual Basic scripts, add-ins, and
downloaded/uploaded programs which are often downloaded by users
without considering the inherent security risks.  Finjan was
founded to develop technologies such as those captured in the '494
patent and has secured patent protection for innovations that
beneficially affect PC users on a daily basis.

"Finjan has been recognizable at the center of the software
security technology sector for nearly two decades," said Finjan's
president, Phil Hartstein.  "This recent patent issuance is
significant as it affirms the importance of our continued
commitment to our innovative culture.  We expect to continue this
trend of issuing patents into our portfolio, both in the United
States and abroad, and investing in new technologies to combat
relentlessly evolving threats in the cybersecurity space."

                            About Finjan

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

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

Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012, citing
recurring losses and negative cash flows from operations and an
accumulated deficit that raises substantial doubt about the
Company's ability to continue as a going concern.


FIRED UP: Seeks Approval to Use Cash Collateral
-----------------------------------------------
Fired Up, Inc., which intends to close additional unprofitable
locations while in bankruptcy protection, is seeking court
approval to use cash collateral in the ordinary course of
business.  The Debtor also wants the court to grant preliminary
approval of the motion pending a final hearing.

FRG Capital, LLC holds a blanket lien upon the Debtor's assets.
FRG is controlled by insiders of the Debtor and consents to the
use of cash collateral.  GE Capital Franchise Corporation has
liens upon the Debtor's interest in real and/or personal property
at four of its locations.  Independent Bank has a lien upon one of
Debtor's locations.  Prosperity has a lien upon a single location.
Xerox has a lien upon an individual piece of equipment.

The Debtor says that it needs to access cash collateral until a
plan of reorganization is confirmed.  The company says it's
critical to have access to cash and other business property to
continue to operate in the ordinary course of business and to pay
normal operating expenses.

According to the Debtor, borrowing funds postpetition to cover
cash collateral as of the Petition Date and begin generating non-
encumbered postpetition cash collateral will decrease the value of
its business.

The Debtor proposes to provide adequate protection to all parties
with an interest in cash collateral in this manner:

   a. All creditors with an interest in cash collateral will
      be granted a replacement lien to the same extent, priority
      and validity as its prepetition lien;

   b. The Debtor will continue to operate its business in the
      ordinary course of business thus generating additional cash
      collateral; and

   c. The Debtor will maintain insurance upon the property giving
      rise to the cash collateral.

The Debtor has proposed a budget for the month of April 2014.

                $17.7 Million of Secured Debt

The Debtor said in a court filing that it estimates the book value
of its tangible personal property assets at approximately $7.3
million. The Debtor also holds significant intangible property,
including trademarks and other intellectual property.

The company estimates that it owes $17.7 million in contractual
secured debt, including $13.4 million to FRG Capital, LLC, $1.9
million to GE Capital Franchise Finance Corp., $600,000 to
Independent Bank of Waco and $1.2 million to Prosperity Bank.

The company owes $260,000 in delinquent ad valorem taxes; its
current ad valorem property tax obligations, incurred but not due,
are approximately $2.2 million. Debtor has current priority
obligations to employees consisting of approximately $950,000 in
wages, $400,000 in accrued vacation time and $70,000 in bonuses
earned and owed.  The Debtor owes $1.9 million in priority tax
claims.

The Company's draft schedules, which are still being prepared,
reflect unsecured debts of $13.8 million, but this amount very
likely overstates the Debtor's actual liabilities.  Major
unsecured liabilities include $2.8 million owed to AEI Fund
Management, Inc. with regard to two shortfall notes, $3.3 million
in contingent obligations with regard to leases to be rejected,
$2.2 million owed to a former vendor and $620,000 owed to
Independent Bank of Waco for a loan on a surrendered ground lease.
Much of the remaining amounts scheduled consist of current amounts
owed to vendors and estimated tax amounts to be paid under triple
net leases in the future.  In terms of numbers, only a handful of
priority and general unsecured operating debts (e.g. vendors,
utilities, taxes) have not been kept current and were not current
at the time of filing.

                          About Fired Up

Fired Up, Inc., the Austin, Texas-based owner and operator of the
Johnny Carino's Italian restaurant chain, sought Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on
March 27, 2014, in Austin.  The Debtor is represented by attorneys
at Barron & Newburger, P.C., in Austin.  It estimated assets and
debt of $10 million to $50 million.

As of the bankruptcy filing, Fired Up had 2,900 employees and
owned and operated 46 company-owned stores known as Johnny
Carino's Italian in seven states (Texas, Arkansas, Colorado,
Louisiana, Idaho, Kansas and Missouri) and 61 franchised or
licensed locations in 17 states and four other countries (Bahrain,
Dubai, Egypt and Kuwait).

The company began its own "out of court" reorganization in the
last quarter of 2013 by closing 20 unprofitable restaurants.  The
company later opted to seek bankruptcy protection to tie up the
"loose ends" of its self-imposed "reorganization" that did not
appear capable of being tied up without litigation.  In
particular, the provisions of the Bankruptcy Code with respect to
the rejection of burdensome leases and the ability to propose and
pay out its debts pursuant to a Plan without piecemeal prosecution
by random uncooperative creditors undermining same were
particularly attractive.

For the fiscal year ending June 27, 2012, the company reported
total revenues of $125.7 million, net income of $614,000, and
guest counts of 8.6 million.  For the fiscal year ending June 26,
2013, the company reported total revenues of $120.8 million, a net
loss of $5.9 million, and guest counts totaling 8.5 million.

Creed Ford III is the majority shareholder and has served as
president and CEO since 2008.   Mr. Ford and Norman J. Abdallah
formed Fired Up in 1997 for the purpose of acquiring the then six-
unit Johnny Carino's Italian Kitchen chain from Brinker
International, Inc.


FIRED UP: Rejecting Leases for 15 of 19 Closed Restaurants
----------------------------------------------------------
Fired Up, Inc. filed an emergency motion to reject leases with
respect to 15 closed restaurant locations nunc pro tunc to the
Petition Date.

Approximately seven months prior to the Petition Date, as part of
an attempt to reverse the financial losses it was experiencing,
the Debtor commenced a unit-by-unit analysis of its company
Stores. The analysis clearly showed that: (i) 34 company stores
were consistently profitable or, at worst breaking even; (ii) 14
company stores were consistently losing money; and (iii) 18 stores
were "on the cusp."

The Debtor made the determination to close those locations with
respect to which it did not believe with some certainty it could
mitigate or eliminate its losses in a relatively short period of
time.  Between September of 2013 and the Petition Date, it closed
19 stores.  As operations have ceased, the Debtor says it is
appropriate to reject 15 real property leases.  The Debtor is not
seeking to reject four of the leases on the 19 closed stores at
this time, as the Debtor is pursuing options for the sale of its
property and/or transfer of the leases which will net far more to
the Debtor than it will save by rejection at this time.

The Debtor is rejecting the leases with respect to these store
locations:

  Store #        Lessor/Servicer            Location
  -------        ---------------            --------
    85   AEI Income & Growth Fund       2638 Derek Drive
                                        Lake Charles, LA

    98   AEI Income & Growth Fund 25    5700 N. Elizabeth Street
                                        Pueblo, CO

    42   Cassidy Turley Midwest, Inc.   421 E. Nolana Loop
                                        McAllen, TX

    44   Cassidy Turley Midwest, Inc.   389 S. Wadsworth Blvd.
                                        Lakewood, CO






    66   Cassidy Turley Midwest, Inc.   510 LBJ Freeway (West
                                        IH-635) Irving, TX

    81   Cassidy Turley Midwest, Inc.   960 N. Hwy 287
                                        Mansfield, TX 76063

    84   Cassidy Turley Midwest, Inc.   411 B East Loop 281
                                        Longview, TX 75605

    51   Gentilis, Inc.                 3402 St. Michael Dr.
                                        Texarkana, TX 75503

    95   Moondance, Inc.                5900 S. Hulen St.
                                        Fort Worth, TX 76132

    46   National Retail Properties     3805 I-10 South
                                        Beaumont, TX 77705

    50   National Retail Properties     595 E. Round Grove Road
                                        Lewisville, TX 75067

    47   Native Land Investments, Ltd.  2473 28th Street
                                        Greeley, CO 80634

    96   RC NELMS JR. HILLCREST TRUST   1725 Loop 323 WSW
                                        Tyler, TX 75701

    59   Wilmington Center, LLC         2840 Highway 6 & 50,
                                        Grand Junction, CO

    90   Magdalena Properties           5750 Hwy. 6, Missouri
                                        City, TX 77459

    104  Pleasant Ridge Development     11600 Pleasant Ridge
                                        Rd., West Little Rock,
                                        AR 72223

    37   AEI Accred. Inv. Fund 2002     2033 Ken Pratt Blvd.,
                                        Longmont, CO 80501

                          About Fired Up

Fired Up, Inc., the Austin, Texas-based owner and operator of the
Johnny Carino's Italian restaurant chain, sought Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on
March 27, 2014, in Austin.  The Debtor is represented by attorneys
at Barron & Newburger, P.C., in Austin.  It estimated assets and
debt of $10 million to $50 million.

As of the bankruptcy filing, Fired Up had 2,900 employees and
owned and operated 46 company-owned stores known as Johnny
Carino's Italian in seven states (Texas, Arkansas, Colorado,
Louisiana, Idaho, Kansas and Missouri) and 61 franchised or
licensed locations in 17 states and four other countries (Bahrain,
Dubai, Egypt and Kuwait).

Creed Ford III is the majority shareholder and has served as
president and CEO since 2008.   Mr. Ford and Norman J. Abdallah
formed Fired Up in 1997 for the purpose of acquiring the then six-
unit Johnny Carino's Italian Kitchen chain from Brinker
International, Inc.


FIRED UP: 31% of Suppliers Identified as Critical Vendors
---------------------------------------------------------
Fired Up, Inc. filed an emergency motion to pay prepetition claims
of key suppliers and service providers.

Counsel to the Debtor, Barbara M. Barron, Esq., at Barron &
Newburger, P.C., explains that as of the Petition Date, Debtor was
generally paying its vendors on current terms or terms with which
they were willing to live with the exception of Ben E. Keith, a
former vendor with whom the Debtor was engaged in litigation.

While it is currently doing business with over 215 vendors, the
Debtor has identified 67 vendors whom it deems at this time to be
"critical."   Of these 67 vendors, 15 are owed nothing, 25 are
owed less than $1,000, and 16 or owed less than $15,000.  The
aggregate amount owed to these vendors is $1,260,022.

Approximately 44% of the aggregate amount owed the critical
vendors other than Ford Restaurant Group is owed to Glazier Foods
Company, which is the major food supplier for all of the company
stores.  The Debtor's purchases from Glazier average approximately
$1.25 million monthly; the Debtor is on 30 day terms; as of the
filing date, approximately one-third of the debt incurred to
Glazier monthly was outstanding.  Other food suppliers on the list
include two other general food suppliers (e.g. Food Services of
America and Sysco Lincoln) which supply foods in areas not covered
by Glazier.  It also includes ten produce and four dairy
suppliers, as Debtor prides itself on attempting to use the
freshest ingredients available at a reasonable price.

According to Ms. Barron, the Debtor, because of its volume, has
been able to negotiate good contracts with respect to price and
terms, however, while its suppliers should want to keep the Debtor
as a customer, they cannot be expected to offer special terms or
products with significant past due amounts owed -- be it seven
figures to Glazier or three figures to a small produce house.
Moreover, because of the many proprietary products which the
Debtor must stock, it would require a considerable effort to
change food vendors, even assuming new vendors could be found.

Ford Restaurant Group is owned by Creed Ford III and Lynn Ford,
who hold or control the majority of shares of the Debtor. While
the nature of the services provided by this entity are certainly
critical (e.g. financial, IT) it is not seeking payment at this
time of any of the sums it is owed prepetition.

                          About Fired Up

Fired Up, Inc., the Austin, Texas-based owner and operator of the
Johnny Carino's Italian restaurant chain, sought Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on
March 27, 2014, in Austin.  The Debtor is represented by attorneys
at Barron & Newburger, P.C., in Austin.  It estimated assets and
debt of $10 million to $50 million.

As of the bankruptcy filing, Fired Up had 2,900 employees and
owned and operated 46 company-owned stores known as Johnny
Carino's Italian in seven states (Texas, Arkansas, Colorado,
Louisiana, Idaho, Kansas and Missouri) and 61 franchised or
licensed locations in 17 states and four other countries (Bahrain,
Dubai, Egypt and Kuwait).

Creed Ford III is the majority shareholder and has served as
president and CEO since 2008.   Mr. Ford and Norman J. Abdallah
formed Fired Up in 1997 for the purpose of acquiring the then six-
unit Johnny Carino's Italian Kitchen chain from Brinker
International, Inc.


FIRST WIND: Moody's Assigns B3 Rating to $75MM Sr. Secured Notes
----------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to First Wind
Capital, LLC's (Capital) offering of $75 million of senior secured
notes due 2018. Separately, Moody's have affirmed Capital's
existing B3 senior secured rating, B3 Corporate Family Rating
(CFR), B3 Probability of Default Rating (PDR), SGL-2 speculative
grade liquidity rating and changed the rating outlook to stable
from positive.

Proceeds from the note offering will be used to fund Capital's
equity requirement for projects under construction and to enhance
the consolidated entity's liquidity profile.

"The affirmation of Capital's ratings considers the contracted
nature of the company's cash flow, the return to service of the
Kahuku wind farm and the maintenance of an adequate liquidity
profile" said Scott Solomon, Moody's Vice President. "The rating,
however, remains constrained at the current rating level by
Capital's highly leveraged consolidated profile and weak internal
cash flow generation" added Solomon.

The change in Capital's rating outlook to stable from positive
reflects reduced expectations for project-level distributions.
This is driven in part by a more meaningful mandatory debt
repayment requirement than previously envisioned under a loan
agreement at Northeast Wind Capital II, LLC (NWC: Ba3 senior
secured, stable), a joint venture between subsidiaries of Capital
and Emera Inc. (Emera: not rated). NWC owns nine operating wind
projects in the Northeast with a combined generating capacity of
419 megawatts.

Ratings Rationale

Capital has grown the scale and scope of its fleet of operating
wind farms while maintaining an adequate liquidity profile.
Capital's current portfolio includes at least partial ownership in
sixteen separate operating facilities compared to eleven at year-
end 2011.

Moreover, three projects are currently under construction with one
located in Texas, a new geographic region for the company, while
another is a solar project in Massachusetts, a new technology for
the company. While these two projects present new but manageable
challenges, they also provide incremental portfolio
diversification and contracted cash flows. The third project under
construction is the 148 megawatt Oakfield wind project in Maine.

First Wind has purchase power agreements or financial hedges on
all of its projects. Approximately 93% of Capital's estimated 2014
revenues and 86% of estimated revenues through 2018 are subject to
fixed price power purchase agreements or hedges.

Cash flow certainty derived from these contracts, however, is
challenging given that payments under the PPA's are payable only
when the projects generate electricity. Typically, wind resource
levels fluctuate from year-to-year. For example, 2013 was a
challenging year as evidenced by a decline in the portfolio's net
capacity factor to 23.2% from 26.2% in the prior comparable
period.

Moreover, the high degree of financial leverage in place at
Capital's projects has historically limited Capital's ability to
generate sufficient cash flow to service its debt. According to
our calculations, aggregate non-financing related distributions
made to Capital by its subsidiary projects in each of the past two
fiscal years were in amounts less than Capital's actual interest
expense. The modest funding shortfall was covered with corporate
cash, which was replenished in mid-2013 with proceeds from the
sale of Capital's 85% ownership in the Hawaii-based Kawailoa wind
project.

Kahuku's return to full operation in February (a fire in August
2012 caused an extended outage) combined with the expected
commercial operation of the three projects under construction
should increase the aggregate amount of subsidiary dividends
available to Capital. Certain wind sensitivities, however, suggest
that recurring project level distributions in 2014 and 2015 could
also be in amounts less than Capital's interest expense, which
will increase from historical levels due to the proposed $75
million add-on offering.

Subsidiary level distributions are expected to improve
further beginning 2016 as the projects currently under
construction will have had a full year of operations.
Specifically, Moody's anticipate Capital's standalone interest
coverage ratio and ratio of available cash flow after debt service
to recourse debt to be not less than 1.3 times and 3%,
respectively.

The rating and stable outlook is supported by an expectation that
Capital and its parent, First Wind Holdings, Inc. (Holdings: not
rated), will continue to maintain sufficient unrestricted cash
balances to meet any funding shortfall through 2015.

Capital's ratings could see positive momentum upon achieving
sustainable improvement in its standalone financial metrics such
that interest coverage exceeds 1.5 times and its ratio of
available cash flow after debt service to recourse debt is greater
than 6%.

Failure by Capital and Holdings to maintain adequate liquidity
could create downward rating pressure.

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


FLETCHER INT'L: Mass. Pension Fund Sues Founder for Fraud
---------------------------------------------------------
Beth Healy, writing for The Boston Globe, reported that the
Massachusetts Bay Transportation Authority Retirement Fund on
Monday filed a lawsuit against New York investment manager
Alphonse "Buddy" Fletcher Jr., his firm, Fletcher Asset
Management, and some other parties on accusations that he
defrauded them of more than $50 million.  Specifically, the
lawsuit accuses Fletcher et al. of conducting a "long-running
fraud" in which they misused money for their own benefit,
inappropriately took inflated management fees, and overstated the
value of assets.

The report noted that the pension fund's holding is now worthless,
and the bankruptcy trustee investigating the case has alleged that
Mr. Fletcher never invested the money as promised.

The report said Mr. Fletcher did not return a call to his office.
The other defendants named in the case, Quantal International
Ltd., a San Francisco valuation firm, and a former Fletcher
employee, Stewart Turner, also did not returns calls.

According to the report, the plaintiffs -- which include the $1.6
billion MBTA fund, the Fletcher Fixed Income Alpha Fund, and three
other Fletcher entities -- are seeking $50 million, according to
the complaint, as well as management and attorney's fees and
interest.

The report also said the lawsuit is being pursued by the
bankruptcy trustee, Richard Davis, the person responsible for
managing claims by creditors.  "We do anticipate additional cases
in the coming months," Mr. Davis said.

The report said the funds suing Mr. Fletcher are considered
separate legal entities.  They are suing to recoup money for their
investors.

Last Friday, the U.S. Bankruptcy Court for the Southern District
of New York confirmed a plan to liquidate one of the entities,
Fletcher International Ltd.

The report also recounted that the MBTA pension fund acknowledged
the lawsuit Monday but declined to comment further.  In January,
the pension fund also sued the auditor Grant Thornton in Chicago,
Quantal, and another auditor, EisnerAmper of New York, in the
Fletcher matter. Grant Thornton has denied wrongdoing.

                   About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel and Appleby (Bermuda) Limited serves
as special Bermuda counsel.  The Debtor disclosed $52,163,709 in
assets and $22,997,848 in liabilities as of the Chapter 11 filing.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.

After filing for Chapter 11 protection, Fletcher immediately
started a lawsuit in bankruptcy court to stop the involuntary
bankruptcy in Bermuda.  Judge Gerber at least temporarily halted
liquidators appointed in the Cayman Islands from moving ahead with
proceedings in Bermuda.  The lawsuit to halt the Bermuda
liquidation is Fletcher International Ltd. v. Fletcher Income
Arbitrage Fund, 12-01740, in the same court.

Richard J. Davis, Chapter 11 trustee appointed in the case, has
hired Michael Luskin, Esq., Lucia T. Chapman, Esq., and Stephanie
E. Hornung, Esq., at Luskin, Stern & Eisler LLP as his
counsel.

The Chapter 11 trustee filed a proposed liquidating plan in
November 2013.  The disclosure statement was approved on Jan. 17,
2014.


FOREST OIL: Liquidity Position No Impact on Moody's 'B3' CFR
------------------------------------------------------------
Moody's Investors Service commented that Forest Oil Corporation's
bank lenders have agreed to amend the leverage covenant in its
secured borrowing base revolving credit facility, which should
provide Forest with sufficient flexibility to access the liquidity
this facility provides through at least 2015. Notwithstanding this
positive development, Forest's B3 Corporate Family Rating (CFR),
Caa1 notes rating and negative outlook are not impacted, pending
demonstrable progress in reversing recent production declines and
achieving production growth from its Eagle Ford Shale asset.

Ratings Rationale

The last rating action on Forest Oil Corporation was a downgrade
of the company's Corporate Family Rating (CFR) to B3 with a
negative outlook on March 5, 2014.

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

Forest Oil Corporation is an independent exploration and
production company headquartered in Denver, Colorado.


FREESEAS INC: RBSM LLP Raises Going Concern Doubt
-------------------------------------------------
FreeSeas Inc. filed with the U.S. Securities and Exchange
Commission on March 24, 2014, its annual report on Form 20-F for
the year ended Dec. 31, 2013.

RBSM LLP expressed substantial doubt about the Company's ability
to continue as a going concern, citing that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet scheduled
payment obligations under its loan facilities and has not complied
with certain covenants included in its loan agreements.
Furthermore, the vast majority of the Company's assets are
considered to be highly illiquid and if the Company were forced to
liquidate, the amount realized by the Company could be
substantially lower that the carrying value of these assets.

The Company reported a net loss of $48.7 million on $6.07 million
of operating revenues in 2013, compared with a net loss of $30.89
million on $14.26 million of operating revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed total assets
of $87.63 million, total liabilities $74.84 million, and total
shareholders' equity of $12.79 million.

A copy of the Form 20-F is available at:

                        http://is.gd/Z1QwzG

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.  As of Sept. 30, 2013, the Company had $107.35
million in total assets, $106.63 million in total liabilities, all
current, and $711,000 in total shareholders' equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.


GENERAL MOTORS: CEO Barra Learned Late About Faulty Switches
------------------------------------------------------------
Adam Auriemma, writing for The Wall Street Journal, reported that
General Motors Co. Chief Executive Mary Barra acknowledged as much
in testimony on Capitol Hill this week as congressional
investigators sought to find out exactly when GM executives knew
that faulty ignition switches in some cars were linked to fatal
accidents.

"I cannot tell you why it took years for a safety defect to be
announced in that program," Ms. Barra said, the report related.
"But I can tell you that we will find out."

It's not just GM, the Journal noted, as the larger an organization
gets, the less likely it is that bad news will travel smoothly up
the chain. At big corporations, say organizational experts and
former auto-industry executives, the mantra is "go along to get
along," and doing the right thing -- which can mean stopping work
on products vital to the bottom line -- is often incompatible with
pleasing the boss.

That dynamic leaves top executives insulated, protected from daily
headaches and legal liabilities, perhaps, but vulnerable to
learning about problems far too late, the report related.

"You get blindsided when things deteriorate," said Martin
Zimmerman, a former chief economist and group vice president at
Ford Motor Co., the report cited.  "You want to know about
mistakes. You want to get them corrected."

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


GENERAL MOTORS: Senators Challenge Barra, Push for Faster Change
----------------------------------------------------------------
Siobhan Hughes and Jeff Bennett, writing for The Wall Street
Journal, reported that General Motors Co. Chief Executive Mary
Barra withstood a second day of withering attacks from lawmakers
with one senator saying the nation's largest auto maker should
face criminal liability and another saying she needed to fix its
"culture of coverup."

According to the report, testifying before a Senate subcommittee,
Ms. Barra again sought to steer a careful course of contrition
without admission. But she faced a panel with four former
prosecutors and little patience for her carefully-worded responses
to why it took nearly a decade to recall cars with defective
ignition switches.

As she did before a House panel the day before, Ms. Barra insisted
that a full account must wait for the results of an internal
investigation led by former U.S. Attorney Anton Valukas, the
report related.

On April 2, Democratic Sen. Claire McCaskill, once a Missouri
prosecutor, and her colleagues picked apart almost every claim by
GM, challenging Ms. Barra's contention that the cars were safe to
drive, accusing the company of withholding a key document from
trial lawyers and a GM engineer of lying during a deposition, the
report further related.  At one point in the hearing, the recently
named CEO acknowledged Ms. McCaskill's assertion that a GM
engineer appeared to have lied under oath.

Sen. Richard Blumenthal, a former Connecticut attorney general,
told Ms. Barra that she should tell drivers of the Cobalt and
other recalled vehicles not to drive until the cars have been
fixed -- something Ms. Barra declined to do, the report added.
"What you're doing now is incurring both legal and moral
responsibility for the actions that you're taking or failing to
take," the Democrat said.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


GLOBAL EAGLE: Rose Snyder & Jacobs Raises Going Concern Doubt
-------------------------------------------------------------
Global Eagle Entertainment Inc. filed with the U.S. Securities and
Exchange Commission on March 25, 2014, its annual report on Form
10-K for the year ended Dec. 31, 2013.

Rose, Snyder & Jacobs LLP expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has incurred recurring operating losses and has not
generated cash flows from operations.

The Company reported a net loss of $114.74 million on
$259.72 million of total revenue in 2013, compared with a net loss
of $42.8 million on $69.21 million of total revenue in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $578.88
million in total assets, $222.7 million in total liabilities, and
a stockholders' equity of $356.18 million.

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

                       http://is.gd/izaNOO

Global Eagle Entertainment Inc., a content and connectivity
distribution and services company, provides in-flight video
content, e-commerce, and information services for the airline
industry worldwide. The company operates through two segments,
Connectivity and Content. The Connectivity segment offers Wi-Fi
Internet connectivity through Ku-band satellite transmissions that
allow airline passengers to access in-flight Internet, live
television, on-demand content, shopping, and flight and
destination information. The Connect segment selects, manages, and
distributes wholly-owned and licensed media content, video and
music programming, applications, and video games to airline,
maritime, and other away-from-home non-theatrical markets. Global
Eagle Entertainment Inc. is headquartered in Los Angeles,
California.


GLOBAL GEOPHYSICAL: Wins Interim Approval of 1st Day Motions
------------------------------------------------------------
Global Geophysical Services Inc. has won interim court approval of
its first-day motions.

A hearing on the motions was held at 2:00 p.m. (Central time) on
Thursday, March 27, 2014 before the Honorable Richard S. Schmidt,
in Corpus Christi, Texas.  A final hearing on certain first day
motions will be held on April 25, 2014 at 9:00 a.m. (Central
time).

Global Geophysical sought Chapter 11 protection from creditors to
mull over various restructuring alternatives.

Sean M. Gore, the CFO, said in a court filing, "From the
protection of chapter 11, the Debtors and their advisors are
developing a dual-track strategic path forward.  First, with the
additional liquidity of the debtor-in-possession financing, the
Debtors believe that a stand-alone plan of reorganization is
possible.  Deleveraging would immediately add substantial
additional liquidity, perhaps as much as $20-$30 million per year,
by relief from debt service.  At the same time, the Debtors, with
the aid of their restructuring advisors, will explore and develop
alternative strategies, which could include a process for a sale
of assets, a merger or business-combination transaction, or
another form of recapitalization.  Notably, certain noteholders,
as the proposed DIP Lenders, continue to have confidence in the
Debtors and their future, and are willing to provide additional
financing."

A copy of Mr. Gore's affidavit in support of the first-day motions
is available for free at:

    http://bankrupt.com/misc/Autoseis_1st_Day_Affidavit.pdf

The Debtors on the Petition Date filed various motions, including
motions to:

   -- continue their prepetition insurance programs;

   -- reject an unexpired non-residential real property lease with
      respect to a commercial office space located at 840 Gessner,
      Houston, Texas.

   -- pay foreign claims;

   -- continue using prepetition bank accounts maintained at 13
      different banks around the globe;

   -- prohibit utilities from discontinuing service after
      providing adequate assurance of payment in the amount
      equal to one-half of one month's utility service payment
      (calculated as a historical average over the past
      12 months);

   -- obtain postpetition financing;

   -- pay prepetition wages and benefits of 824 employees;

   -- pay claims of critical vendors; and

   -- establish procedures for transfers of equity securities.

The Debtors say they need unfettered access to goods, materials,
equipment, and services from, and uninterrupted business and
employment relationships with, foreign creditors.  While the
Company is in the process of restating its financial results for
certain time periods, the Debtors expect to report revenues of
approximately $292.5 million for 2013, of which 65 percent are
derived from operations outside the United States.

As to payment of critical vendors, the Debtors explained that they
have limited or no options when it comes to arranging replacement
suppliers on anything less than a medium- to long-term basis.  The
Debtors determined that approximately $11.7 million represents the
maximum amount that the Debtors believe they may be required to
pay to ensure the continued supply of essential goods and services
(but the Debtors and their advisors will undertake substantial
efforts to attempt to limit the actual payments to an amount that
is substantially less than $11.7 million).

With respect to the equity trading procedures, the Debtors
explained that they have incurred significant net operating losses
("NOLs") on a consolidated basis of approximately $250 million as
of December 31, 2013, and may have substantial net unrealized
built-in losses in their assets and other tax attributes.
The Debtors are not asking the court to approve any sell-down
procedures with respect to claims trading, or implement any sell-
down procedures.  They are merely asking the court to set a record
date for purposes of notice, should it become necessary to seek
such procedures in the future.

                     About Global Geophysical

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 have tapped Baker Botts LLP as general bankruptcy
counsel, Jordan Hyden Womble Culbreth & Holzer PC, as local
counsel, Alvarez & Marsal as restructuring advisors, and Prime
Clerk as claims and noticing agent.


GLOBAL GEOPHYSICAL: DIP Loan Has Interim Okay; TPG Declares War
---------------------------------------------------------------
Global Geophysical Services Inc.'s prepetition lender is opposing
the Debtors' motion for approval of their debtor in possession
financing facility to be provided by certain of their prepetition
unsecured bondholders, pointing out that it can provide
alternative financing on the same economic terms offered by the
bondholder.  TPG Specialty Lending Inc. and its affiliates, the
prepetition secured lenders, say priming their liens and security
interests on a non-consensual basis in favor of the bondholders'
DIP facility is neither necessary nor permissible.

TPG says it has negotiated and documented a fully committed
interim debtor in possession financing facility sufficient to meet
the Debtors' demonstrated cash flow requirements for the next 30
days, alleviate customer concerns as to the Debtors' ability to
meet their contractual obligations, and to avoid any "immediate
and irreparable harm" to the Debtors' estates.

The proposed interim DIP facility from the prepetition lenders
provided for a $21 million (now $25 million) commitment that would
clearly allow the Debtors to meet their immediate cash
requirements and all other budgeted cash needs for the next 30
days without controversy or the need for costly and time consuming
litigation.  In response to the Bondholder DIP term sheet, the
Prepetition Agent and Prepetition Lenders advised the Debtors that
they were prepared to modify the terms of their proposed interim
debtor in possession financing facility to match the economic
terms of the Bondholder DIP to (a) increase the amount available
on an interim basis to $25 million, (b) reduce the origination fee
to 3%, (c) reduce the interest rate to LIBOR +850 with a 1.50%
LIBOR floor, and increase the Permitted Variance to 15%. Once
again, the Debtors refused the Prepetition Agent's and Prepetition
Lenders' proposal.

Rather than accept the prepetition lenders, however, the Debtors
have chosen to prosecute a fight with the Prepetition Lenders over
a nonconsensual priming facility, a fight that is not necessary at
this time and, in fact, may never be necessary.

"By insisting on a priming lien, the Bondholder DIP Lenders have
signaled that they are prepared to lend only on a 'riskless' first
out basis against assets sufficient to repay a $60 million debtor
in possession financing even in a liquidation. They are not,
however, as the Debtors suggest, 'putting their money where their
mouth is.' If they were truly willing to do that (which they
clearly are not), they would have provided financing on a junior
basis. Rather, than 'putting their money where their mouth is,'
the Bondholder DIP Lenders are merely playing out an option --
financing a business plan that ultimately may benefit them in
their bondholder capacity, while at the same time earning fees and
interest on a 'riskless' first priority loan," TPG tells the
Court.

                    The $60-Mil. DIP Facility

The Debtors say that after a record year in 2013, they find
themselves with more than $330 million of indebtedness and less
than $2 million in cash as of the Petition Date.  The Debtors have
an urgent and immediate need for liquidity.

Following a competitive process, the Debtors have obtained up to
$60 million in debtor-in-possession financing from certain of
their noteholders and Wilmington Trust, as administrative and
collateral agent.  The DIP Facility will permit the Debtors to
quickly fund the new projects that have caused a bottle neck in
liquidity, and provide a sound basis for a successful
reorganization.

The Debtors explained that they chose to take the financing
provided by various institutions as an indication that they are
supportive of the efforts of these investors to maximize the value
of the estate for all stakeholders, rather than agree to
restrictive financing terms offered by secured lenders who are
incentivized to extract only the first $82 million of value.

The Debtors have filed a motion to enter into a senior secured
postpetition financing on these terms:

* DIP Lenders:  The holders of the Debtors' 10% Senior Notes due
   2017 that have committed to collectively provide 100% of the
   DIP commitment:

    ASOF II Investments, LLC                     $13.87 million

    Candlewood Special Situations Master Fund,
    LTd. and CWD OC 522 Master Fund, Ltd.        $11.61 million

    Credit Suisse Loan Funding, LLC               $7.61 million

    PEAK6 Achievement Master Fund Ltd.            $4.81 million

    Third Avenue Trust, on behalf of
    Third Avenue Focused Credit Fund             $18.14 million

    Wingspan Master Fund, LP., by
    Wingspan GP, LLC                              $3.96 million
                                             ------------------
                                                 $60.00 million

* Proposed Administrative Agent:  Wilmington Trust, National
   Association

* DIP Facility:  Fully underwritten $60 million multiple draw
   term loan facility, available in two tranches: $25 million upon
   entry of the interim order and an additional $35 million upon
   entry of the final order.

* Backstop:  The DIP Facility commitment received by the Debtors
   is a backstop by certain Noteholders.  In consideration for
   providing a backstop of the DIP Facility, each DIP Lender will
   receive a fee in the amount of its pro rata share of 3% of the
   total committed amount of the DIP Facility.

* DIP Facility Termination Date:  All DIP Obligations will become
   due and payable on the 15-month anniversary of the commencement
   of the cases.

* Interest Rates:  L + 8.50% with a LIBOR floor of 1.5%.

* Default Interest:  During the continuance of an event of
   default, the DIP Loans will bear interest at an additional
   2% per annum.

* Priming of Liens:  The interim order provides for liens
   under 364(d) that will prime the liens of the Prepetition
   Lenders.

* Adequate protection:  In connection with the priming liens in
   favor of the DIP Lenders, the Debtors will provide and show
   adequate protection of the liens and rights of their
   prepetition secured lenders, including payment to the
   Prepetition Lenders of postpetition interest at the non-default
   rate, and payment to the Prepetition Lenders of the reasonable
   fees and expenses of counsel and a financial advisors to the
   Prepetition Lenders.

* Avoidance Actions. Upon entry of a Final Order, the proceeds of
   avoidance actions under chapter 5 of the Bankruptcy Code will
   be available for payment of the DIP superpriority claims and
   the adequate protection claim.

                       Interim DIP Order

The bankruptcy has granted interim approval of the DIP financing
from bondholders following a preliminary hearing on March 27.  A
final hearing on the motion is slated for April 25, 2014.

A copy of the DIP financing motion is available for free at:

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

A copy of the Interim DIP order is available for free at:

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

                     About Global Geophysical

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 have tapped Baker Botts LLP as general bankruptcy
counsel, Jordan Hyden Womble Culbreth & Holzer PC, as local
counsel, Alvarez & Marsal as restructuring advisors, and Prime
Clerk as claims and noticing agent.

Counsel to TPG can be reached at:

         David M. Bennett, Esq.
         THOMPSON & KNIGHT LLP
         1722 Routh Street, Suite 1500
         Dallas, Texas 75201
         Tel: 214-969-1700
         Fax: 214-969-1751
         E-mail: david.bennett@tklaw.com

                   - and -

         Tye C. Hancock, Esq.
         Joseph E. Bain, Esq.
         THOMPSON & KNIGHT LLP
         333 Clay Street, Suite 3300
         Houston, Texas 77002
         Telephone: 713-653-8690
         Facsimile: 713-654-1871
         E-mail: tye.hancock@tklaw.com
                 joseph.bain@tklaw.com

                   - and -

         Adam C. Harris, Esq.
         Lawrence V. Gelber, Esq.
         David M. Hillman, Esq.
         Brian C. Tong, Esq.
         SCHULTE ROTH & ZABEL LLP
         919 Third Avenue
         New York, New York 10022
         Telephone: 212-756-2000
         Facsimile: 212-593-5955
         E-mail: adam.harris@srz.com
                 lawrence.gelber@srz.com
                 david.hillman@srz.com
                 brian.tong@srz.com


GLOBAL GEOPHYSICAL: Has Prime Clerk as Claims Agent
---------------------------------------------------
Global Geophysical Services Inc. and its debtor-affiliates sought
and obtained Court approval to employ Prime Clerk in the Chapter
11 cases to, among other tasks, (i) serve as the noticing agent to
mail notices to the estates' creditors, equity security holders,
and parties in interest; (ii) provide computerized claims,
objection, soliciting, and balloting database services; and (iii)
provide expertise, consultation, and assistance in claim and
ballot processing and other administrative services with respect
to the Debtors' bankruptcy cases.

The Debtors have thousands of creditors, equity security holders,
potential creditors, and parties in interest to whom the Debtors
and/or the office of the Clerk of the Bankruptcy Court for the
Southern District of Texas must serve various notices, pleadings,
and other documents filed in the cases.  The size of the Debtors'
creditor body makes it impracticable for the Debtors to, without
assistance, undertake the task of sending notices and dealing with
claims.

For its claims and noticing services, Prime Clerk will charge the
Debtors at these hourly rates:

                                    Hourly Rate
                                    -----------
     Analyst                           $40
     Technology Consultant             $90
     Consultant                       $120
     Senior Consultant                $150
     Director                         $190

For the firm's solicitation, balloting and tabulation services,
the rates are:

                                    Hourly Rate
                                    -----------
     Solicitation Analyst             $200
     Director of Solicitation         $220

The firm will charge $0.10 per page for printing, $0.10 per page
for fax noticing and no charge for e-mail noticing.  Hosting of
the case Web site -- http://cases.primeclerk.com/ggs/-- is
free of charge.  The firm's on-line claim filing services is free
of charge.

Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $10,000.

The claims agent can be reached at:

         PRIME CLERK LLC
         830 3rd Avenue, 9th Floor
         New York, NY 10022
         Attn: Shai Waisman
         Tel: (212) 257-5450
         E-mail: swaisman@primeclerk.com

                     About Global Geophysical

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 have tapped Baker Botts LLP as general bankruptcy
counsel, Jordan Hyden Womble Culbreth & Holzer PC, as local
counsel, Alvarez & Marsal as restructuring advisors, and Prime
Clerk as claims and noticing agent.

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.


GOOD SAMARITAN: S&P Revises Outlook on 'B+' Rating to Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on its 'B+'
rating on Lebanon County, Pa.'s series 2004 and 2002 revenue
bonds, issued for the Good Samaritan Hospital of Lebanon (GSH), to
negative from stable.

The outlook revision reflects Standard & Poor's assessment of
GSH's accelerated operational losses in fiscal 2013, which were
short of budgeted expectations and led to very weak debt service
coverage with continued pressure through the fiscal 2014 eight-
month interim period, ended Feb. 28, 2014.  The outlook revision
also reflects S&P's expectation that operational pressure will
likely persist, causing GSH's financial profile to decrease
further through the one-year outlook period.

At the same time, the rating service affirmed its 'B+' rating on
the hospital's revenue debt.

"We believe the negative outlook reflects the hospital's
persistent and high operating losses and exceptionally weak debt
service coverage, based on our calculations," said Standard &
Poor's credit analyst Margaret McNamara.  "We could lower the
rating over the one-year outlook period if management were unable
to stem operating losses such that debt service coverage remains
below 1x, if unrestricted reserves were to deteriorate such that
days' cash on hand decreases below 70 days', or if the hospital's
competitive position were to weaken further as evidenced by market
share decreases.  Alternatively, we could revise the outlook to
stable if operating performance were to improve consistently with
the hospital maintaining coverage in excess of 1x."

While operating pressure continued, volume was relatively stable
in fiscal 2013; volume continued to show stability in fiscal 2014.
Standard & Poor's remains concerned with certain risks related to
larger providers in the greater service area, physician
recruitment, and retention issues.  The rating service understands
that Good Samaritan Health Services Foundation is exploring an
affiliation agreement with WellSpan Health.  While Standard &
Poor's views this positively and believes it will alleviate some
physician-related issues and create several synergies for Good
Samaritan Health Services Foundation, the two organizations are
still in the very early phases of the process. Standard & Poor's
rating does not incorporate potential benefits of the affiliation.

Despite these challenges, the rating reflects GSH's status as the
sole provider of health care services in Lebanon County.
Meanwhile, the weak balance sheet remains, what Standard & Poor's
considers, adequate for the rating despite persistent operating
losses due to good nonoperating income and, more recently, a cash
infusion of approximately $4 million from the sale of the health
system's dialysis center.


GORDON STREET APARTMENTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Gordon Street Apartments, LLC
        P.O. Box 3117
        Corpus Christi, TX 78463

Case No.: 14-20152

Chapter 11 Petition Date: March 31, 2014

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Hon. Richard S. Schmidt

Debtor's Counsel: Ralph Perez, Esq.
                  CAVADA LAW OFFICE
                  4646 Corona Dr., Ste. 165
                  Corpus Christi, Tx 78411
                  Tel: 361-814-6500
                  Fax: 361-814-8618
                  Email: ralph.perez@cavadalawoffice.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gadi Shushan, member.

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


GREEN FIELD: Tucson Embedded Objects to Sealing of Examiner Report
------------------------------------------------------------------
Tucson Embedded Systems, Inc., objected to the proposed sealing of
the report filed by Steven A. Felsenthal, Esq., the examiner
appointed in the Chapter 11 cases of Green Field Energy Services,
Inc., et al., arguing that (1) there is a strong presumption of
public access to judicial records and (2) the Examiner cannot
satisfy the burden of proof required to establish that an
exception under Section 107(b) of the Bankruptcy Code applies to
permit the filing of his report under seal.

Tucson Embedded also pointed out that the Debtors have no
commercial operations to protect as the Debtors' operations have
ceased and the Debtors have proposed a plan to liquidate all of
their assets.  In this context, there is no benefit to protecting
any alleged "commercial information," Tucson Embedded asserted.

Tucson Embedded is represented by Marc S. Casarino, Esq. --
casarinom@whiteandwilliams.com -- at White and Williams LLP, in
Wilmington, Delaware; and Donald L. Gaffney, Esq. --
dgaffney@swlaw.com -- and Evans O?Brien, Esq. -- eobrien@swlaw.com
-- at Snell & Wilmer L.L.P., in Phoenix, Arizona.

                             *     *     *

A telephonic hearing to determine which portions of the Examiner's
Report, if any, to be redacted will be conducted on April 4, 2014,
at 9:00 a.m. (ET).

                      About Green Field Energy

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

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

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

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

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

Judge Kevin Gross approved the disclosure statement explaining
the Debtors' Plan of Liquidation and scheduled the hearing to
consider confirmation of the Plan for April 23, 2014, at 2:00 p.m.
(Eastern Time).  Objections to the confirmation of the Plan are
due April 15.

Allowed general unsecured claims estimated to total $78,800,000,
will be paid 13% of their full amount, while allowed senior
noteholder claims estimates to total $254,000,000 will be paid 25%
of their asserted amount.

The Liquidation Plan is premised upon a settlement reached by and
among the Debtors, SWEPI, LP, Michel Moreno and Turbine Powered
Technology, LLC, which centers around the contribution of the
MOR/TGS Interests by the Moreno Entities to NewCo in exchange for
certain interests in NewCo and the releases by Debtors and certain
holders of claims.  The Plan is premised upon a waiver of
Deficiency Claim of the Senior Secured Notes Indenture Trustee and
Senior Secured Noteholders.

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

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

The Bankruptcy Court authorized the United States Trustee for
Region 3 to appoint Steven A. Felsenthal, Esq., as examiner.


GREEKTOWN HOLDINGS: Suspending Filing of Reports with SEC
---------------------------------------------------------
Greektown Holdings, L.L.C., filed a Form 15 with the U.S.
Securities and Exchange Commission to voluntarily deregister its
common stock, par value $0.01 per share, preferred stock, par
value $0.01 per share and warrants.  As a result of the filing of
the Form 15, the Company's obligation to file certain reports and
forms with the SEC, including Forms 10-K, 10-Q and 8-K, will be
immediately suspended.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  The Debtors hired Daniel J. Weiner, Esq., Michael E.
Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC,
as their bankruptcy counsel; Judy B. Calton, Esq., at Honigman
Miller Schwartz and Cohn LLP, as their special counsel; Conway
MacKenzie & Dunleavy as their financial advisor, and Kurtzman
Carson Consultants LLC as claims, noticing, and balloting agent.
The Official Committee of Unsecured Creditors tapped Clark Hill
PLC as its counsel.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

On June 1, 2009, the Debtors filed a proposed Chapter 11 Plan of
Reorganization.  On Dec. 7, 2009, certain noteholder entities, the
Official Committee of Unsecured Creditors of the Debtors, and
Deutsche Bank Trust Company Americas, as indenture trustee,
proposed their own plan of reorganization for the Debtors.  On
Jan. 22, 2010, the Bankruptcy Court entered an order confirming
the Noteholder Plan.  The Plan was declared effective on June 30,
2010, after Greektown Casino Hotel obtained unanimous approval
from the Michigan Gaming Control Board on June 28 of the transfer
of the Company's ownership from the Sault Ste. Marie Tribe of
Chippewa Indian to new investors.

                           *    *     *

As reported by the TCR on Feb. 28, 2014, Standard & Poor's Ratings
Services assigned Detroit-based gaming operator Greektown Holdings
LLC its 'B-' corporate credit rating.  The 'B-' corporate credit
rating reflects S&P's assessment of Greektown's business risk
profile as "vulnerable" and its assessment of the company's
financial risk profile as "highly leveraged," according to S&P's
criteria.


GREENE TECHNOLOGIES: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Greene Technologies Incorporated
        P.O. Box 616
        Greene, NY 13778

Case No.: 14-60524

Chapter 11 Petition Date: March 31, 2014

Court: United States Bankruptcy Court
       Northern District of New York (Utica)

Debtor's Counsel: Edward J. Fintel, Esq.
                  EDWARD J. FINTEL & ASSOCIATES
                  P.O. Box 6451
                  120 Walton Street, Ste. 203
                  Syracuse, NY 13217-6451
                  Tel: (315) 424-8252
                  Fax: (315) 424-7990
                  Email: ejfintel@aol.com

Total Assets: $1.17 million

Total Liabilities: $986,548

The petition was signed by Carol M. Rosenkrantz, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nynb14-60524.pdf


HERON LAKE: Reports $5.9 Million Net Income in Jan. 31 Quarter
--------------------------------------------------------------
Heron Lake Bioenergy, LLC, filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $5.93 million on $40.91 million of revenues for the
three months ended Jan. 31, 2014, as compared with a net loss of
$828,739 on $44.12 million of revenues for the same period in
2013.

As of Jan. 31, 2014, the Company had $65.02 million in total
assets, $31.45 million in total liabilities and $33.56 million in
total members' equity.

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

                       http://is.gd/9dlJtA

                         About Heron Lake

Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol
plant in Heron Lake, Minnesota.  After completing a conversion in
November 2011, the Company is now a natural gas fired ethanol
plant.  Its subsidiary, HLBE Pipeline Company, LLC, owns 73
percent of Agrinatural Gas, LLC, the pipeline company formed to
construct, own, and operate a natural gas pipeline that provides
natural gas to the Company's ethanol production facility through a
connection with the natural gas pipeline facilities of Northern
Border Pipeline Company in Cottonwood County, Minnesota.  Its
subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities
at Lakefield and Wilder, Minnesota.  At nameplate, the Company's
ethanol plant has the capacity to process approximately 18.0
million bushels of corn each year, producing approximately 50
million gallons per year of fuel-grade ethanol and approximately
160,000 tons of distillers' grains with soluble.

Boulay PLLP, in Minneapolis, Minnesota, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Oct. 31, 2013.  The independent auditors noted that
the Company has incurred losses due to difficult market conditions
and had lower levels of working capital than was desired.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

The Company has entered into an amended and restated master loan
agreement with AgStar Financial Services, PCA, under which the
Company has two forms of debt as of Oct. 31, 2013, a term note and
a revolving term note.  The Company's total indebtedness to AgStar
as of Oct. 31, 2013, was approximately $22.6 million, consisting
of approximately $16.6 million under the term note and
approximately $6 million under the revolving term note.

The Company's loan agreements with AgStar are secured by
substantially all business assets and are subject to various
financial and non-financial covenants that limit distributions and
debt and require minimum debt service coverage, net worth, and
working capital requirements.  The Company was in compliance with
the covenants of its loan agreements with AgStar as of Oct. 31,
2013.  In the past, the Company's failure to comply with the
covenants of the master loan agreement and failure to timely pay
required installments of principal has resulted in events of
default under the master loan agreement, entitling AgStar to
accelerate and declare due all amounts outstanding under the
master loan agreement.

"If AgStar accelerated and declared due all amounts outstanding
under the master loan agreement, the Company would not have
adequate cash to repay the amounts due, resulting
in a loss of control of the Company's business or bankruptcy," the
Company said in the Annual Report for the year ended Oct. 31,
2013.


HERCULES OFFSHORE: Selling $300 Million Senior Notes Due 2022
-------------------------------------------------------------
Hercules Offshore, Inc., entered into a purchase agreement with
Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC,
Goldman, Sachs & Co., UBS Securities LLC and Capital One
Securities, Inc., as representatives of the initial purchasers
listed on Schedule I to the Purchase Agreement, relating to the
sale by the Company to the Initial Purchasers of $300 million
aggregate principal amount of the Company's 6.750 percent Senior
Notes due 2022.

The Notes were sold at par.  The Company's obligations under the
Notes will be, jointly and severally, fully and unconditionally
guaranteed, on a senior unsecured basis, by each of the Company's
current and future domestic restricted subsidiaries that incur or
guarantee indebtedness under a credit facility, including the
Company's existing revolving credit facility.   The net proceeds
from the Notes offering will be approximately $294.8 million,
after deducting the Initial Purchasers' discount and estimated
offering expenses.

The Company expects to use all of the net proceeds, together with
cash on hand, to fund its pending tender offer and consent
solicitation for all of the Company's outstanding $300 million
aggregate principal amount of 7.125 percent senior secured notes
due 2017 and to redeem any of the 7.125 percent Notes not
purchased in the tender offer.

The sale of the Notes to the Initial Purchasers pursuant to the
Purchase Agreement is expected to close on March 26, 2014.  The
closing is subject to the satisfaction or waiver of customary
conditions.

                            Tender Offer

Hercules Offshore has commenced a cash tender offer for any and
all of its outstanding 7.125 percent senior secured notes due 2017
and a solicitation of consents to certain proposed amendments to
the indenture governing the Notes.  As of March 12, 2014, there is
$300 million in aggregate principal amount of the Notes
outstanding.

The Tender Offer is scheduled to expire at 11:59 p.m., New York
City time, on April 9, 2014, unless extended or earlier terminated
by Hercules Offshore.  Holders validly tendering their Notes on or
prior to 5:00 p.m., New York City time, on March 25, 2014, unless
extended or earlier terminated by Hercules Offshore, will receive
total consideration of $1,057.44 per $1,000 principal amount of
Notes accepted in the offer, which includes a cash consent payment
of $6.25 per $1,000 principal amount of Notes tendered.  Holders
validly tendering their Notes after the Consent Expiration but
prior to the Expiration Date will not be eligible to receive the
Consent Payment, but will receive tender consideration of
$1,051.19 per $1,000 principal amount of Notes accepted in the
offer.  Holders of Notes tendered and accepted for purchase in the
tender offer also will be paid accrued and unpaid interest up to,
but not including, the date of payment for the Notes.  Tendered
Notes may be withdrawn at any time on or prior to Consent
Expiration.  Other than as required by applicable law, tendered
Notes may not be withdrawn after the Withdrawal Time.  Holders
tendering their Notes will be required to consent to certain
proposed amendments to the indenture governing the Notes.

The initial settlement is expected to occur promptly following the
Consent Date and satisfaction of the Conditions, on or around
March 26, 2014.  The final settlement will be promptly after the
Expiration Date, and is expected to be on April 10, 2014, the next
business day following the Expiration Time.

Hercules Offshore has engaged Deutsche Bank Securities Inc. to act
as dealer manager and solicitation agent in connection with the
Tender Offer.  Questions regarding the Tender Offer may be
directed to Deutsche Bank Securities Inc., at (212) 250-7527
(collect) or (855) 287-1922 (US toll-free). Requests for
documentation may be directed to D.F. King & Co., Inc., at (800)
488-8075 (US toll-free).

                      About Hercules Offshore

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

Hercules incurred a net loss of $68.11 million in 2013, a net loss
of $127 million in 2012 and a net loss of $76.12 million in 2011.
As of Dec. 31, 2013, the Company had $2.30 billion in total
assets, $1.47 billion in total liabilities and $823.70 million in
equity.

                           *     *     *

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

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


HOMESTEAD AT WHITEFISH: Case Summary & 15 Unsecured Creditors
-------------------------------------------------------------
Debtor: The Homestead at Whitefish LLC
           aka The Homestead
           aka Homestead at Whitefish
           fka Chinook Lake LLC
        PO Box 1748
        Whitefish, MT 59937
        Flathead-MT
        Tax ID / EIN: 20-5735688

Case No.: 14-60353

Chapter 11 Petition Date: March 31, 2013

Court: United States Bankruptcy Court
       District of Montana (Butte)

Debtor's Counsel: James A Patten, Esq.
                  PATTEN PETERMAN BEKKEDAHL
                  Ste 300, The Fratt Bldg
                  2817 2nd Ave. N
                  Billings, MT 59101
                  Tel: (406) 252-8500
                  Fax: (406) 294-9500
                  Email: japatten@ppbglaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Paul M. Johansen, authorized
individual.

A list of the Debtor's 15 largest unsecured creditors is available
for free at


HOT DOG ON A STICK: Court Approves Information Access Protocol
--------------------------------------------------------------
At the behest of the Official Committee of Unsecured Creditors in
the Chapter 11 case of HDOS Enterprises, the U.S. Bankruptcy Court
approved an information access protocol under sections 105(a) and
107(b), and 1102(b)(3) of the Bankruptcy Code.

Specifically, these procedures for the protection of confidential
and privileged information are approved:

a. The Official Committee of Unsecured Creditors will, until the
   earliest to occur of dissolution of the Committee, dismissal,
   or conversion of the chapter 11 case, and a further Court
   order, set up and maintain a website. For the sake of
   efficiency and economy and ease of access by creditors, the
   Committee shall keep creditors informed as required by the
   statute by directing them to a website --
   http://www.pszjlaw.com/hdos.html-- it shall maintain with
   specific links for Committee reports and case information.
   Further, in fulfillment of its obligation to solicit and
   receive comments from general unsecured creditors as set forth
   in subsection 1102(b)(3)(B) of the Bankruptcy Code, the
   Committee's website information page(s) will include contact
   information for the Committee's counsel, including an email
   address to allow unsecured creditors to send questions and
   comments in connection with the Case.

b. The Committee shall not be required to disseminate to any
   Entity (as defined in section 101(15) of the Bankruptcy Code):
   (i) without further order of the Court, Confidential
   Information or (ii) Privileged Information.  The Committee
   shall not be required to disclose any Confidential Information
   it receives from the Debtor in connection with any examination
   pursuant to Bankruptcy Rule 2004, or in connection with any
   formal or informal discovery in any contested matter,
   adversary proceeding, or other litigation.

c. If a creditor submits a written request to the Committee for
   the Committee to disclose information, the Committee shall as
   soon as practicable, but no more than 20 days after
   receipt of the Information Request, provide a response to the
   Information Request, including providing access to the
   Information requested or the reasons for which the Committee
   cannot comply with the Information Request.  If the Response
   is to deny the Request because the Committee believes the
   Information Request implicates Confidential Information or
   Privileged Information or otherwise, or that the Information
   Request is unduly burdensome, the Requesting Creditor may,
   after a good faith effort to meet and confer with an
   authorized representative of the Committee regarding the
   Information Request and the Response, seek to compel such
   disclosure for cause pursuant to a motion filed with the
   Court.

d. The motion shall be served on the counsel for the Committee
   and the Debtor and the hearing on such motion shall be noticed
   and scheduled as required by the Local Rules for the Central
   District of California.  Nothing herein shall be deemed to
   preclude the Requesting Creditor from requesting that
   the Committee provide the Requesting Creditor a log or other
   index of any information specifically responsive to the
   Requesting Creditor's Information Request that the Committee
   deems to be Confidential Information or Privileged Information
   nor shall anything herein be deemed to preclude the Committee
   from objecting to such request. Furthermore, nothing herein
   shall be deemed to preclude the Requesting Creditor from
   requesting that the Court conduct an in camera review of any
   information specifically responsive to the Requesting
   Creditor's Information Request that the Committee asserts is
   Confidential Information or Privileged Information.

                     About Hot Dog On A Stick

Established in 1946 in Southern California, Hot Dog On A Stick --
http://www.hotdogonastick.com-- is known for its fair-inspired
menu of corn dogs, lemonades, and a sampling of other menu items
such as cheese on a stick, hot dog in a bun, fries, and funnel
cake sticks.  HDOS is owned by its employees.

HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D.
Cal.).  The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, serves
as claims, noticing and balloting agent.  The Law Offices of Brian
H. Cole serves as special counsel.  The petition was signed by Dan
Smith, president and CEO.

The U.S. Trustee has appointed three members to an official
committee of unsecured creditors.  The Committee retained
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as
counsel.


HOT DOG ON A STICK: Can Hire Rust Omni as Claims Noticing Agent
---------------------------------------------------------------
The Hon. Neil W. Bason of the U.S. Bankruptcy Court for the
Central District of California authorized HDOS Enterprises to
employ Rust Consulting Omni Bankruptcy, a division of Rust
Consulting, In., as the claims, noticing and balloting agent for
the Clerk of the Bankruptcy Court, nunc pro tunc to Feb. 13, 2014.

As reported in the Troubled Company Reporter on March 13, 2014,
the Debtor and the Clerk's Office require Rust Omni to:

   (a) serve notice of the claims bar date;

   (b) serve notice of objections to claims and required notices
       related pleading filed therewith;

   (c) serve other miscellaneous notices or pleadings to any
       entities, as the Debtor or the Court may deem necessary or
       appropriate for an orderly administration of this Chapter
       11 case; and

   (d) after mailing of a particular notice, timely file with the
       Clerk's Office a certificate of declaration of service
       that includes a copy of the notice involved, a list of
       persons with addresses to whom the notice was mailed ant
       the date and manner of mailing.

Rust Omni will be paid at these hourly rates:

       Clerical Support                $22.50-$40.50
       Project Specialists             $51.75-$67.50
       Project Supervisors             $67.50-$85.50
       Consultants                     $85.50-$112.50
       Technology/Programming          $90.00-$141.75
       Senior Consultants              $126.00-$157.50

Rust Omni will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Brian L. Osborne, president of Rust Omni, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Rust Omni can be reached at:

       Brian L. Osborne
       RUST CONSULTING OMNI BANKRUPTCY
       5955 Desoto Avenue, Ste 100
       Woodland Hills, CA 91367
       Tel: (818) 906-8300
       Fax: (818) 783-2737

                     About Hot Dog On A Stick

Established in 1946 in Southern California, Hot Dog On A Stick --
http://www.hotdogonastick.com-- is known for its fair-inspired
menu of corn dogs, lemonades, and a sampling of other menu items
such as cheese on a stick, hot dog in a bun, fries, and funnel
cake sticks.  HDOS is owned by its employees.

HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D.
Cal.).  The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, serves
as claims, noticing and balloting agent.  The Law Offices of Brian
H. Cole serves as special counsel.  The petition was signed by Dan
Smith, president and CEO.

The U.S. Trustee has appointed three members to an official
committee of unsecured creditors.  The Committee retained
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as
counsel.


HOUSTON REGIONAL: April 11 Conference in Astros Appeal
------------------------------------------------------
David Barron, writing for The Houston Chronicle, reported that
U.S. District Judge Lynn Hughes, who is hearing the Houton Astros'
appeal of the bankruptcy court order formally placing Comcast
SportsNet Houston in Chapter 11, has set another conference for
April 11.  The conference will be limited to those who attended a
seven-hour, closed-door mediation session on Friday in his
chambers.  That group included Rockets owner Leslie Alexander,
Astros owner Jim Crane and Comcast executives Robert Pick and
Arthur Block.  The report said the parties signed an order last
week consenting to mediation by Judge Hughes and also stipulated
that the judge will still be able to hear the Astros' appeal.

               About Houston Regional Sports Network

An involuntary Chapter 11 bankruptcy petition was filed against
Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet
Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013.

The involuntary filing was launched by three units of Comcast/NBC
Universal and a television-related company.  The petitioners are:
Houston SportsNet Finance LLC, Comcast Sports Management Services
LLC, National Digital Television Center LLC, and Comcast SportsNet
California, LLC.

The petitioning creditors have filed papers asking the Bankruptcy
Judge to appoint an independent Chapter 11 trustee "to conduct a
fair and open auction process for the Network's business assets on
a going concern basis."

Houston Regional Sports Network is a joint enterprise among
affiliates of the Houston Astros baseball team, the Houston
Rockets basketball team, and Houston SportsNet Holdings, LLC --
"Comcast Owner" -- an affiliate of Comcast Corporation.  The
Network has three limited partners -- Comcast Owner, Rockets
Partner, L.P., and Astros HRSN LP Holdings LLC.  The primary
purpose of Houston Regional Sports Network is to create and
operate a regional sports programming service that produces,
exhibits, and distributes sports programming on a full-time basis,
including live Astros and Rockets games within the league-
permitted local territories.

Counsel for the petitioning creditors are Howard M. Shapiro, Esq.,
at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster,
Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent
P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at
Davis Polk & Wardwell LLP.

Judge Marvin Isgur presides over the case.

The Network was officially placed into Chapter 11 bankruptcy
pursuant to a Feb. 7 Order for Relief.

Harry Perrin, Esq., represents Astros owner Jim Crane.  Alan
Gover, Esq., represents the Rockets.

The Astros are represented by Richard B. Drubel, Esq., Colleen A.
Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller
& Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies,
Schiller & Flexner in Washington, DC.  Comcast Corporation and
NBCUniversal Media, LLC, are represented by Vincent P. Slusher,
Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger,
Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq.,
and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and
Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP.  Attorney for McLane
Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq.,
at Fisher Boyd & Huguenard, LLP.


ID PERFUMES: Grants GAB Exclusive License to "Adam Levine"
----------------------------------------------------------
ID Perfumes, Inc., entered into a worldwide distribution agreement
with Great American Beauty, Inc., under which the Company has
granted to Great American Beauty the exclusive worldwide rights to
sell, market, promote and distribute the "Adam Levine" branded
fragrances and toiletries.  The term of the Agreement is for a
period of one year and will be automatically extended for
additional six month terms unless cancelled by either party.

Pursuant to the terms and conditions of the Agreement, GAB is
required to use its best efforts to sell and promote the Products.
GAB will be required to maintain or obtain suitable facilities for
storage and distribution of the Products and obtain any and all
consents, approvals, licenses permits and similar authorization in
any country or jurisdiction in which the Products are sold.

In consideration for the rights to distribute the Products, GAB
will pay the company a fee equal to five percent of Wholesale Net
Sales and a 40 percent profit split based on a fully loaded
monthly profit and loss basis.  All payments due ID Perfumes are
to be made monthly.

Also on March 12, 2014, the Company executed a Manufacturing
Agreement with GAB.  The Manufacturing Agreement grants to GAB a
one-time right to convert raw component inventory into finished
goods.  GAB will purchase the raw materials from ID Perfumes at
cost of approximately $1.3 million.  The Manufacturing Agreement
also provides for GAB to directly purchase juice/oil from ID?s
contract supplier, Givaudan.

On Feb. 27, 2014, the Company executed a non-binding Letter of
Intent with GAB which provides in part that the parties will enter
into negotiations for the execution of a Stock Purchase Agreement
whereby ID Perfumes will acquire all of the issued and outstanding
shares of common stock of GAB.  The purchase price for the shares
of GAB common stock is to be $30 million payable in cash, equity
or debt or a combination of each of the foregoing.  The Letter of
Intent provides for a 90 day Due Diligence Period and  for the
execution of a definitive agreement within 30 days following the
execution of the Due Diligence Period.  The LOI will terminate on
the earlier of; 30 days following the Due Diligence Period,
Aug. 1, 2014, or the date either party terminates negotiations for
the execution of a definitive agreement.

                         About ID Perfumes

ID Perfumes, Inc., manufactures, markets, and distributes
fragrances and fragrance related products.  The company produces
and distributes its fragrance products under license agreements
with Selena Gomez and Adam Levine.  ID Perfumes, Inc., sells it
products to department stores, perfumeries, specialty retailers,
mass-market retailers, and the United States and international
wholesalers and distributors.  It primarily has operations in the
United States, Latin America, and Canada.  The company was
formerly known as Adrenalina and changed its name to ID Perfumes,
Inc., in February 2013. ID Perfumes, Inc., was founded in 2004 and
is headquartered in Hallandale Beach, Florida.

The Company reported a net loss of $12.01 million in 2008,
compared with a net loss of $5.26 million in 2007.  For the nine
months ended Sept. 30, 2013, the Company reported a net loss of
$3.72 million on $6.03 million of sales as compared with a net
loss of $3.02 million on $4.19 million of sales for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $2.83
million in total assets, $17.24 million in total liabilities and a
$14.41 million total shareholders' deficiency.

                           Going Concern

The Company said in its quarterly report for the period ended
Sept. 30, 2013, that it has significant operating losses since
inception which raise substantial doubt about the Company's
ability to continue as a going concern.  The Company has incurred
net losses of $3.7 million and $3 million in the first nine months
of 2013 and 2012, respectively.  The Company was involved in
litigation that resulted in the termination of a license.  The
operations of the Company have been funded through loans, related
party borrowings, customer deposits, contributed capital,
factoring and obtaining operating services from vendors.
Management's plans to generate cash flow during 2013 include
expanding the Company's operations through building new
relationships and entering into new license agreements to
introduce new fragrance lines and raising additional capital
through debt or equity offerings and continue to obtain operating
services from vendors in an effort to fund the Company's
anticipated expansion.  There is no assurance additional capital
or debt financing will be available to the Company on acceptable
terms.


IMAGEWARE SYSTEMS: Incurs $9.8 Million Net Loss in 2013
-------------------------------------------------------
Imageware Systems Incorporated filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $9.84 million on $5.30 million of revenues for the
year ended Dec. 31, 2013, as compared with a net loss of $10.19
million on $3.95 million during the prior year.

For the three months ended Dec. 31, 2013, the Company reported a
net loss available to common shareholders of $1.80 million on
$929,000 of total revenues as compared with net income availabe to
common shareholders of $62,000 on $926,000 of total revenues for
the same period a year ago.

As of Dec. 31, 2013, the Company had $7.54 million in total
assets, $4.21 million in total liabilities and $3.33 million in
total shareholders' equity.

"2013 was a pivotal year for ImageWare, as we formed partnerships
with two of the world's largest IT services providers, Fujitsu and
T-Systems," said Jim Miller, chairman and CEO of ImageWare.  "We
are starting to see a shift in companies evangelizing biometrics,
moving from the small biometric companies trying to prove their
practical application in the commercial and consumer markets, to
many large corporations understanding the real-world benefits of
bringing biometrics to the mainstream public.  This shift has
created an attractive opportunity for ImageWare and we plan to
leverage our large partners' sales and marketing power to
capitalize on it."

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

                        http://is.gd/ztF8EI

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc.,
is a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.


IN PLAY MEMBERSHIP: To Present Plan for Confirmation April 28
-------------------------------------------------------------
Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the
District of Colorado approved the disclosure statement explaining
In Play Membership Golf, Inc.'s Chapter 11 plan and authorized the
Debtor to transmit plan solicitation packages to creditors.

The Debtor is slated to seek confirmation of the Plan based on
this court-approved timeline:

   -- Plan solicitation packages must be sent to creditors and
parties entitled to vote on the Plan by March 14, 2014;

   -- Ballots accepting or rejecting the Plan must be submitted on
or before 5:00 p.m. on April 14, 2014 to Debtor's counsel Jeffrey
Weinman, Weinman & Associates, P.C., 730 17th Street, #240,
Denver, CO 80202-3506.

   -- On or before April 14, 2014 any objection to confirmation of
the Plan shall be filed with the Court and a copy served on the
Debtor's counsel.

   -- A hearing for consideration of confirmation of the Plan and
such objections (confirmation hearing) is set for April 28, 2014
at 10:00 a.m. before the undersigned Judge in the United States
Bankruptcy Court for the District of Colorado, Courtroom C501,
Byron Rogers Courthouse, 1929 Stout St., Denver, Colorado.

   -- Pursuant to the prior agreement of the parties, a hearing on
the Motion for Relief from Stay filed by Mile High Bank and the
Debtor's Objection is set concurrently with the confirmation
hearing on April 28, 2014 at 10:00 a.m.

   -- Any motion to convert or dismiss the case made prior to or
at the confirmation hearing will be heard at the hearing scheduled
on April 28.

                      The Chapter 11 Plan

The Debtor filed on March 7, 2014, a fourth amended plan of
reorganization and accompanying disclosure statement.

The previous versions of the Plan focused on the sale of the
Debtor's properties to Oread Capital & Development, LLC, with
which the Debtor had entered into a contract.  Due to the filing
of the bankruptcy of Eagle Mountain Golf Course, LLC, and the
discovery of the fact that the Debtor could not perform under the
terms of the Oread contract because Eagle Mountain did not hold
title to the Texas Golf Course, as well as a number of other
reasons, the Oread contract is unenforceable due to impossibility
of performance as well as the Debtor's legal inability to obtain
confirmation of a plan as well as a number of other provisions in
the contract.

While Oread still has an interest in possibly purchasing the
Debtor's properties, there are no letters of intent or binding
agreements relating thereto, the Debtor said.  Indeed, no new
offers have materialized.  The Debtor said it will continue to
discuss a possible sale of the golf course with interested
parties, including Oread.

A full-text copy of the Fourth Amended Disclosure Statement is
available at http://bankrupt.com/misc/INPLAYds0307.pdf

The Plan provides that:

   -- On the Effective Date, Debtor shall pay Mile High Banks
$500,000.

   -- Upon the Effective Date, Mile High Banks shall provide
Debtor with a $200,000 secured line of credit with a fixed
interest rate of 6% to be paid monthly (interest only) and which
will mature on the Closing Date. The line of credit will be used
exclusively for ordinary course expenses related to the operation
of the golf course.

                  About In Play Membership Golf

In Play Membership Golf, Inc., doing business as Deer Creek Golf
Club and Plum Creek Golf and Country Club, filed a Chapter 11
petition (Bankr. D. Col. Case No. 13-14422) in Denver on March 22,
2013.  Jeffrey A. Weinman, Esq., at Weinman & Associates,
P.C., and Patrick D. Vellone at Allen & Vellone, P.C., represent
the Debtor in its restructuring effort.  Allen & Vellone, P.C.
serves as the Debtor's co-counsel.  The Debtor estimated assets
and liabilities of at least $10 million.


INDUSTRIAL ENTERPRISES: Plan Hinges on Litigation Recoveries
------------------------------------------------------------
The Bankruptcy Court in Delaware approved the second amended
disclosure statement explaining the second amended plan of
liquidation for Industrial Enterprises of America Inc.

The hearing to consider confirmation of the Plan is set for April
30 at 11:30 a.m. ET.  Confirmation objections are due April 23.

Norman L. Pernick, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, is the Chapter 11 trustee for debtor-affiliates Pitt Penn
Holding Co., Pitt Penn Oil Co. LLC, Industrial Enterprises of
America, Inc., EMC Packaging, Inc., Today's Way Manufacturing LLC,
and Unifide Industries LLC.  The Liquidation Plan is solely for
Industrial Enterprises of America.

The IEAM Plan says recoveries for creditors are dependent in part
on the successful outcome of post effective date litigation
recoveries.  The gross amount asserted in the litigation cases is
roughly $60,000,000.

The IEAM Plan proposes to pay the Omtammot LLC secured claim in
full.  The claim is estimated to be $4,001,000 plus 28% of all
recoveries net of attorneys' fees and expenses and commission from
any pending and future causes of action in the Debtor's case.  The
Omtammot claim is impaired and entitled to vote on the Plan.

Meanwhile, the Plan says payment to the Holders of general
unsecured claims, estimated to be $2,915,400, will depend on the
post effective date litigation recoveries.

The Plan says Holders of subordinated claims against IEAM,
estimated to be $20,991,000, and Holders of existing IEAM
Interests will only receive a distribution after higher priority
claims are satisfied.

The Chapter 11 Trustee says the Debtor's actual net cash position
at Oct. 31, 2013, was $4,845,000.  For the period from Nov. 1,
2013, through June 30, 2014, the net cash position is projected to
erode by $1,926,000, to yield a projected net cash position of
$2,919,000.

A copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/IEAM2ndDS.pdf

The Debtors originally filed a bankruptcy exit plan on January 22,
2010.  That plan was subsequently amended a couple of times, the
latest on January 20, 2011, following objections by various
entities.  The Second Amended Plan was scheduled for confirmation
at a hearing for July 21, 2011.  Objections to the Second Amended
Plan were filed by the IRS, the Department of Justice and PACE
Reich P.C.  Due to the government objections, the Debtors sought
adjournment of the confirmation hearing.

Following the negotiation of a settlement with Baker & McKenzie,
the Debtors informed the Court in April 2012 that they would be in
a position to substantially restructure the plan in light of the
fact that a portion of the plan consideration could be paid in
cash rather than solely through stock, notes or contingent
interests.  The Court directed the Debtors to file their plan by
September 28, 2012.  The Debtors subsequently sought an
adjournment to October 31, 2012.  The Court gave the Debtors until
October 17, 2012, to file an amended plan.

In November 2012, OMTAMMOT, LLC, filed a Joint Chapter 11 Plan of
Reorganization on behalf of Industrial Enterprise of America,
Inc., and its affiliates dated Nov. 21, 2012.

The Debtors also filed a Third Amended Plan.

The competing plans, the litigation resulting from those plans,
and other disputes among the Debtors and Omtammot caused the cases
to progress slowly, prompting the Court to issue a show cause
order as to why the cases should not be converted to Chapter 7.
At the April 25, 2013, hearing the Court decided to have a Chapter
11 trustee replace the Debtors' management.  Mr. Pernick was named
as truste on May 3, 2013.

             About Pitt Penn and Industrial Enterprises

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

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

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

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

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

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


INTERFAITH MEDICAL: Court Expands Scope of Ernst & Young's Work
---------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York approved the motion of Interfaith
Medical Center Inc. to expand the employment of Ernst & Young LLP
as its independent auditor, nunc pro tunc to May 7, 2013.

The Debtor said it wants to expand the scope of the firm's
retention and employment to allow the firm to evaluate its
compliance with subdivisions (9) and (12) of section 2807-k of
the New York State Public Health Law for the year ended Dec. 31,
2012.

The firm will provide the following services:

   a) The core audit services under the audit engagement letter,
      which include the following services:

      i. auditing and reporting on the financial statements of
         the Debtor for the year ended Dec. 31, 2012; and

     ii. auditing and reporting on each major program of the
         Debtor for the year ended Dec. 31, 2012 in accordance
         with the single audit act amendments of 1996, and the
         provisions of OMB Circular A-133 Audits of States, Local
         Governments and Non-Profit Organizations.

   b) The Non-Core Audit Services under the audit engagement
      letter, which include the following services:

      i. other audit-related services outside the scope of the
         core audit services, such as research and accounting
         consultation services related to periodic accounting
         consultations held with management and services
         associated with the Debtor's reorganization filings,
         including without limitation services relating to
         incremental audit procedures and consultations regarding
         accounting and disclosures in interim and annual
         financial statements and procedures related to
         independence matters and Bankruptcy Court requirements,
         including any services required by bankruptcy employment
         and fee application requirements.

The Debtor told the Court that the firm agreed to provide audit
services in exchange for a fixed fee of $290,000.  The Debtor said
it will reimburse the firm for any direct expenses incurred in
connection with the firm's current retention in this Chapter 11
case and in connection with the firm's performance of the
compliance services.

The Debtor assured the Court that the firm is "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                  About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankr. E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.  Liabilities include $117.9 million owing to
the New York State Dormitory Authority on bonds secured by the
assets.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman, tapped the law firm
of DiConza Traurig LLP, as his counsel.


JEH COMPANY: Sells Two 2010 Ford Focus Vehicles
-----------------------------------------------
JEH Company and its affiliates won bankruptcy court approval to
two Ford Focus vehicles identified as 2010 Model Ford Focus VIN
Nos. ending in 8885 and 8677 for $4,000 and $5,000 respectively.
The Debtor is authorized to pay all proceeds of the sale of the
vehicles to Frost Bank, or its assignee in connection with the
sale of these vehicles.

                        About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.

In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.

JEH Stallion Station, Inc., disclosed $364,007 in assets and
$3,982,012 in liabilities as of the Petition Date.

JEH Leasing Company, Inc., disclosed $1,242,187 in assets and
$155,216 in liabilities as of the Petition Date.


JEH COMPANY: Mercedes-Benz Financial Objects to Plan
----------------------------------------------------
Mercedes-Benz Financial Services USA LLC f/k/a DCFS USA LLC, is
objecting to the confirmation of the Chapter 11 Plan proposed by
JEH Company.

Mercedes-Benz, which claims to have a perfected security interest
in a 2008 Mercedes CL63, vehicle identification number
WDDEJ77X68A014737, says the Plan is contradictory on whether or
not it provides for Mercedes-Benz to retain its lien until its
allowed secured claim is paid in full and therefore does not
comply with 11 U.S.C. Sec. 1129(b)(2)(A)(i)(I) and subjects
Mercedes-Benz to the loss of its lien pursuant to 11 U.S.C. Sec.
1141(C), Stephen G. Wilcox, Esq., at Wilcox Law, PLLC, tells the
Court.

MB points out that the Plan proposes to either surrender the
collateral or sell the collateral for less than fair market value,
but does not state the date on which the fair market value is to
be determined.  According to Mr. Wilcox, the Plan must provide
that Mercedes-Benz retains its lien until the allowed secured
claim is paid in full and that the claim shall be considered paid
only after Mercedes-Benz has been paid the full amount of its
claim by good and sufficient funds.

The Plan proposes sell or surrender the MB collateral within a 60-
day period following the effective date.  The effective date is
not a defined date, but instead is dependant upon actions under
and outside of the control of Debtors.  The Plan, therefore, does
not meet the requirements of 11 U.S.C. Sec. 1123(a)(3), Mr. Wilcox
avers.  The Debtor should be required to state an exact date for
the date that the Collateral will be either sold ("Sell-By Date")
or surrendered ("Surrender Date").

Mercedes-Benz Financial's counsel can be reached at:

         Stephen G. Wilcox, Esq.
         Clare Russell, Esq.
         WILCOX LAW, PLLC
         P.O. Box 11509
         Fort Worth, Texas 76110-0509
         Tel: (817) 870-1694
         Fax: (817) 870-1181
         E-mail: swilcox@wilcoxlaw.net

                        The Chapter 11 Plan

JEH Company, et al., on Jan. 21, 2014 filed a proposed Plan of
Reorganization and Disclosure Statement.

The Debtors say the Plan provides an opportunity for partial or
full recovery of unsecured creditors.

The Plan proposes to treat secured creditors as follows:

    * In the event Bridgewell Resources, LLC, G.A.P. Roofing,
Inc., and Worthington National Bank each does not agree in writing
that its claim will be treated as an unsecured claim, then an
adversary proceeding will be filed against the claimant.  The
secured claim of the claimants, to the extent allowed, will be
paid in full from the effective date of the Plan through the date
of the payment.

    * To the extent that an agreement is reached with Frost Bank
on the amount due to the bank, then the secured claim of Frost
Bank will be paid no earlier than on the Effective Date, nor later
than 30 days following the Effective Date, provided that the
Debtor retains sufficient assets to satisfy the claims of ad
valorem tax creditors.

    * The secured claim of Wells Fargo and all claims of Wells
Fargo will be considered fully paid and satisfied by the prior
sale and/or surrender to Wells Fargo by the 30th day following the
Effective Date, except as otherwise agreed to by that party.

To pay off general unsecured creditors, the Debtors will liquidate
all assets of the estates of JEHCO and JEH Leasing Company with
specific direction to emphasize a market return for collection or
sale of accounts receivable, equipment and real property assets.
The first payment to each creditor will be due and owing beginning
on the 60th day of the Effective Date and then due and owing when
for any period of 60 days cash proceeds of the liquidation of
assets exceed by $100,000 the secured claims against the proceeds,
and a reserve equal to the next three months budget for expenses.
If at any time when the remaining assets of JEHCO are believed to
have a value of $100,000 or less, then the debtor will promptly
liquidate all remaining assets and dispersed the remaining
proceeds to unsecured creditors.

The equity interest holders will receive no payments for any
equity interests at any time.

A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/JEH_Co_DS_Jan14.pdf

A hearing to consider approval of the Disclosure Statement was
slated for March 31, 2014.

                        About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.

In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.

JEH Stallion Station, Inc., disclosed $364,007 in assets and
$3,982,012 in liabilities as of the Petition Date.

JEH Leasing Company, Inc., disclosed $1,242,187 in assets and
$155,216 in liabilities as of the Petition Date.


K ANTHONY INC: Case Summary & 16 Unsecured Creditors
----------------------------------------------------
Debtor: K. Anthony, Incorporated
        8420, 8440, 8702, 8707 Crenshaw Blvd.
        Inglewood, CA 90301

Case No.: 14-16094

Chapter 11 Petition Date: March 31, 2014

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Richard M Neiter

Debtor's Counsel: Michael Jay Berger, Esq.
                  LAW OFFICES OF MICHAEL JAY BERGER
                  9454 Wilshire Blvd 6th Fl
                  Beverly Hills, CA 90212-2929
                  Tel: 310-271-6223
                  Fax: 310-271-9805
                  Email: michael.berger@bankruptcypower.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Brady Johnson, president.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb-16094.pdf


KIDSPEACE CORP: U.S. Trustee Opposes Executive Bonuses under Plan
-----------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, objects to
the confirmation of KidsPeace Corp., et al.'s First Modified Joint
Chapter 11 Plan of Reorganization, specifically with respect to
proposed implementation of the KidsPeace Executive Incentive Plan
for four individuals who are or who appear to be insiders as
defined under Section 101(31)(B) of the Bankruptcy Code.

The U.S. Trustee points out that in each instance, the primary if
not only prerequisite to obtain the proposed bonus payments is
that the recipient remain in the employ of the Debtors on the
respective payment dates.  The U.S. Trustee asserts that there are
no realistic, let alone challenging targets or accomplishments
which must be met by any of the prospective recipients of the
bonus payments, and that notwithstanding the Debtors'
identification of the proposed compensation and bonus plans as
employee incentive plans, they are actually retention plans, and
must therefore meet the rigorous criteria for approval of a
retention plan under Section 503(c)(1) as opposed to the less
stringent standard for incentive plans under Section 503(c)(3).

The Plan proposes to pay $400,000 in bonuses to four top
executives: Mike Slack, executive vice president - business
development, Kidspeace Corp., and a member of the Board of
Directors; Susan Mullen, executive vice president - programs,
KidsPeace Corp., and a member of the Board; Susan Leyburn, Vice
President Compliance; and Andrew Clark, MD, Medical Director.  The
Plan also proposes to pay bonuses to William R. Isemann, President
and Chief Executive Officer; and James Horan, Executive Vice
President and Chief Financial Officer.

U.S. Bank National Association, as successor custodian relating to
the issuance of policies that insure scheduled payments of the
principal and interest on certain debt obligations of the Debtors,
contends that to the extent the Plan directs the Custodian to take
actions which go beyond the provisions of the Custody Agreement,
the Custodian has taken the position that a clear order of the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania
directing it to take those actions is a precondition to it taking
those actions.  The Custodian said it filed an objection to the
confirmation of the Plan simply to preserve its right to review
and comment on that portion of the confirmation order containing
language directing it to take those actions set forth in the Plan.

U.S. Bank is represented by Kathryn D. Sallie, Esq., and Timothy
J. Nieman, Esq., at Rhoads & Sinon LLP, in Harrisburg,
Pennsylvania; and Ira H. Goldman, Esq. -- igoldman@goodwin.com --
at Shipman & Goodwin LLP, in Hartford, Connecticut.

The Plan is scheduled for approval at an April 4 hearing.

                        About KidsPeace Corp.

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

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

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

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

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

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

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

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

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

The bankruptcy court will convene a hearing on April 3, 2014, at
11:00 a.m., to consider confirmation of the Debtors' First
Modified Joint Plan of Reorganization.


LANDSTAR ENTERPRISES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Landstar Enterprises, Inc.
        9182 Greenfield
        Dearborn, MI 48126

Case No.: 14-45563

Chapter 11 Petition Date: March 31, 2014

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Thomas J. Tucker

Debtor's Counsel: Kurt Thornbladh, Esq.
                  THORNBLADH LEGAL GROUP, PLLC
                  7301 Schaefer
                  Dearborn, MI 48126
                  Tel: (313) 943-2678
                  Email: kthornbladh@gmail.com

Estimated Assets: $1 million

Estimated Liabilities: $772,790

The petition was signed by Rashad Al-Mehdi, president.

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


LAS VEGAS SANDS: Fitch Assigns 'BB+' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to VML US Finance LLC's
(VUF) amended $4.4 billion senior secured credit facility, which
includes a $2.4 billion term loan and a $2 billion revolver.
Fitch's existing Issuer Default Ratings (IDRs) for VUF and its
indirect parent companies, Sands China Ltd (Sands China), Las
Vegas Sands LLC (LVS LLC) and Las Vegas Sands Corp (LVSC) are
'BB+'.  The Rating Outlook is Positive.

The credit facility is guaranteed by VUF and Venetian Macau
Limited (VML), Sands China's main operating subsidiary and a
gaming concession holder in Macau.  VML's concession expires in
June 2022, full two years after the credit facility's maturity,
unless extended by Macau's government.  VML owns Venetian Macao,
Sands Cotai Central (SCC), Four Seasons Macao, Sands Macao and the
Parisian project.  The collateral pledged for the facility has not
been made public, but Fitch expects the collateral to include all
of the assets mentioned above with the possible exception of The
Parisian.

Key Rating Drivers

The new facility improves VML's liquidity by pushing out its
maturity wall from 2016 to 2020 and increasing the revolver
capacity from $500 million to $2 billion.  However, $1.18 billion
is available pro forma for VML drawing on the revolver to paydown
$820 million of the non-extending term loans.  VML's liquidity as
of Dec. 31, 2013 pro forma for the increased revolver and net of
cage cash (estimated at $200 million by Fitch) is roughly $3.9
billion.  Along with free cash flow (FCF), liquidity is sufficient
to meet VML's capital development plans while maintaining the
company's ramp-up in shareholder friendly initiatives.

Fitch estimates VML's run-rate discretionary FCF at slightly in
excess of $2.5 billion.  Sands China's 2013 year-end dividends
annualizes to $1.8 billion.  Sands China also paid a special
dividend of $800 million in 2013.  The company projects that it
will spend $1.25 billion - $1.50 billion on development capital
expenditures in Macau for 2014 ($825 million on The Parisian) and
$1.7 billion in 2015 ($1.15 billion on The Parisian).  The
Parisian is slated to open late 2015 with no major capital plans
past that at VML.

The refinancing is leverage neutral with gross leverage remaining
at around 1.4x.

Fitch projects 12% gaming revenue growth for 2014 in Macau, which
may prove to be conservative given that revenues have grown 20%
year-to-date through March.  The 12% growth forecast is driven by
20% growth in the mass market while VIP growth will generally be
in line with Chinese GDP growth.  Growth will be supported by the
growing Chinese economy (Fitch projects 7.3% annual GDP growth in
2014 and 7% in 2015); the improved infrastructure in and around
Macau (e.g. a new ferry terminal connecting to Cotai will open in
mid-2014); continued ramp up of LVSC's SCC; and the development on
Hengqin Island adjacent to Macau.

LVSC is best positioned to capitalize on the mass market growth,
with approximately 1 million square feet of gaming space.  This
gaming space, plus an extensive complement of amenities and hotel
rooms, allows LVS to freely adjust to the demands of the market.

The 'BBB-' rating on the credit facility is one notch above VUF's
IDR and reflects the meaningful overcollateralization of the
credit facility by VML's assets, which generated $2.9 billion of
EBITDA in 2013.

Uncertainty with respect to VML's ability to extend its gaming
concession past 2022 is a risk albeit a remote one.  The Macau
government said that it may begin discussions on extending
concessions in 2015.  Positively, the government indicated that it
has no interest in increasing the number of concession holders
past six.

Main Drivers for the 'BB+' IDR

The 'BB+' IDR is linked to LVSC's and its subsidiaries' IDRs and
reflects LVSC's strong financial profile supported by manageable
debt levels, significant cash balances and robust discretionary
free cash flow (FCF).  LVS also maintains a strong business
position supported by high quality assets in attractive regulatory
regimes, which provides the company with the best global market
exposure in the industry.

The ratings also consider LVSC's history of being an aggressive
developer of large-scale gaming-centric integrated resorts, lack
of a track record with respect to maintaining to stated financial
policies, and the pending Department of Justice (DOJ) and
Securities and Exchange Commission (SEC) investigations.

The Positive Outlook reflects the solid ramp up of SCC; Fitch's
favorable outlook for Macau; LVSC's significant unencumbered non-
core pool of assets; and LVSC's relatively modest capex pipeline
with no other new integrated resort projects aside from The
Parisian being shovel-ready for at least another two years (e.g.
South Korea and/or Japan) with the Spain plans now being canceled.

The Positive Outlook also takes into account the company's
recently articulated gross leverage target range of 2x-3.5x before
incurring additional debt related to future development of
integrated resorts.  Fitch believes that this range can
potentially support an investment grade IDR given LVSC's business
risk.  Fitch calculates LVSC's consolidated gross leverage for the
year-end 2013 at 2.5x (net of cash based corporate expenses and
income attributable to minority interest) versus Fitch's 4x
threshold for LVSC for 'BBB-' IDR of 4.0x gross leverage.  There
is about 0.5x difference in Fitch's calculation of gross leverage
relative to the company's.

When considering an upgrade of LVSC's IDR to 'BBB-' Fitch will
take into account cushion in the gross leverage ratio relative to
Fitch's 4.0x threshold.  An upgrade of the IDR to 'BBB-' would be
possible even with a thin cushion relative to the 4.0x leverage
threshold possibly after LVSC incurs debt to fund a leveraging
shareholder friendly transaction.  Fitch will factor into its
upgrade decision the timing and scope of potential upcoming
capital projects as well as LVSC's ability and perceived
willingness to deleverage and/or build liquidity in anticipation
of large scale capital plans.

Rating Sensitivities

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

   -- Maintaining leverage below 4x on a gross basis and 3x on a
      net basis for an extended period with some cushion relative
      to potential new development opportunities;

   -- Keeping to its articulated financial policies including
      maintaining gross leverage at below 3.5x before accounting
      for the development of new integrated resorts;

   -- Favorable resolution of inquiries and lawsuits related to
      governance matters discussed above.

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

   -- Leverage exceeding 5x on a gross basis and 4x on a net basis
      for an extended period, likely driven by pursuing multiple
      largescale projects at once;

   -- Deviating from to its articulated financial policies
      including contributing at least 25% equity towards projects;

   -- Loss of a license/concession as a result of inquiries
      related to governance matters discussed above.

Fitch rates LVSC and its subsidiaries as follows:

Las Vegas Sands Corp.

-- IDR 'BB+', Outlook Positive.

Las Vegas Sands LLC

-- IDR 'BB+', Outlook Positive;
-- US$1.25 billion secured revolving credit facility 'BBB-';
-- US$2.25 billion secured term loan B 'BBB-'.

Sands China Ltd. (Sands China)

  -- IDR 'BB+', Outlook Positive.

VML US Finance LLC (VML US)

  -- IDR 'BB+', Outlook Positive;
  -- US$500 million Macao secured revolving credit facility
     'BBB-';
  -- US$3.2 billion Macao secured term loan 'BBB-'.

Marina Bay Sands Pte. Ltd. (MBS)

  -- IDR 'BB+', Outlook Positive;
  -- SGD 500 million Singapore secured revolving credit facility
     'BBB-';
  -- SGD 4.6 billion Singapore secured term loan 'BBB-'.


LINDSAY GENERAL: Creditors to Have 70% of GetAutoInsurance.com
--------------------------------------------------------------
Lindsay General Insurance Agency, LLC and its debtor-affiliates
proposed a Chapter 11 plan that offers 70% of the equity of
GetAutoInsurance.com, LLC, the surviving entity upon exit from
bankruptcy.

According to the Disclosure Statement, it is anticipated that part
and parcel of the reorganization of Lindsay General Insurance
Agency, LLC, Destiny General Agency, LLC, Get AUtoInsurance.com
Agency, LLC and MAP General Agency, Inc., will be the
consolidation of the four bankrupt entities with the new entity
being named GetAutoInsurance.com, LLC, which will be a Georgia
limited liability company.

The chief liabilities of the Debtors as of the Petition Date
consisted of secured claims of Eastside Commercial Bank ($2.6
million), tax claims ($45,000) and claims of various creditors,
priority and unsecured.  Amounts owed to other creditors are:

                                     Amount Owed to
     Debtor                         Other Creditors
     ------                         ---------------
Lindsay General Insurance Agency       $14,775,000
Destiny General Agency                  $5,296,000
GetAutoInsurance.Com Agency               $508,349
Map General Agency                      $4,536,638

Eastside Commercial has a security interest in all assets of
Lindsay General Insurance and, indirectly, a claim on all monies
held by three other debtor entities.

General unsecured claims are expected to total $51.1 million.

The Plan proposes to treat claims and interests as follows:

    -- The Reorganized Debtor plans to issue on the Effective Date
to Eastside a debenture in the face amount of the debt owed to
Eastside as of the day of issuance of the debenture ($2.6 million)
bearing interest at the rate of prime +.50%.  The debenture will
be payable at the rate of $10,000 per month until paid in full.

    -- Driver's Insurance Group, Inc., owner of 100% of the
Debtors, and holder of a claim against the Debtors in the amount
of $4,000,000, will convert its equity position from 100% of the
constituent entities to 20% of the Reorganized Debtor.  Driver's
equity interest will be cancelled and its $4 million claim will be
deemed satisfied.

    -- Other creditors will be issued equity equal to 70% of the
ownership of the Reorganized Debtor.  The equity will be in the
form of-non voting preferred shares or units.

   -- The Reorganized Debtor will issue an ownership stake of 10%
to contributors of cash equity capital.

The Reorganized Debtor aspires to raise $300,000 to enhance its
equity position, of which $150,000 will be in the form of a new
institutional loan, and the remaining amount through an infusion
of new cash equity capital.

A hearing on the Disclosure Statement was slated for March 27.

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

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

                       About Lindsay General

MAP General Agency, Inc., was formed in Texas in September 2000
and formerly operated as general agency marketing for related
insurance carriers.  Lindsay General Insurance Agency, LLC was
formed in Texas in November 2004 and formerly operated as a
managing general agency providing marketing, policy and claims
processing for related insurance carriers and managing general
agencies.  Destiny General Agency LLC was formed in Texas in
January 2005 and formerly operated as a general agency providing
marketing for related insurance carriers.  GetAutoInsurance.com
Agency, LLC was formed in Texas in April 2005 and formerly
operated as an insurance agency selling insurance policies online
and through its call center operation for various insurance
carriers.  Together these entities were forced into bankruptcy as
a result of related insurance carriers being placed under state
regulatory supervision and the resulting loss of business due to
cessation of contractual relationships.

Lindsay General, et al., sought Chapter 11 bankruptcy protection
(Bankr. N.D. Ga. Lead Case No. 13-52732) in Atlanta on Feb. 7,
2013.  Lindsay estimated assets and debts of $10 million to $50
million.  The Debtors are represented by Evan M. Altman, Esq., and
George Geeslin, Esq., in Atlanta.


LONGVIEW POWER: S&P Assigns 'B' Rating to $150MM Credit Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its point-in-
time 'B' rating to Longview Power LLC's $150 million debtor-in-
possession credit facility due November 2015.  This rating only
applies to the DIP facility and does not represent the expected
rating on the successor loan if this DIP facility is converted
into exit financing.

Because the DIP facility rating is a point-in-time rating, it is
effective only for the date of this report, and S&P will not
review, modify, or provide ongoing surveillance of the rating.

The rating is based on, among other things, the DIP facility
credit agreement dated Nov. 27, 2013, and the Final Order issued
by the U.S. Bankruptcy Court dated Nov. 21, 2013.  A Standard &
Poor's rating on a DIP facility reflects its view of the
likelihood of full cash repayment through the company's
reorganization and emergence from Chapter 11.  DIP facility rating
also typically acknowledges potential rating enhancement if S&P
believes the assets securing the facility would likely result in
full recovery if liquidation becomes necessary.  However, in cases
where a DIP facility has options to convert it to an exit facility
financing subject to conditions that collectively do not give very
high confidence on the emergence capital structure, S&P caps the
DIP loan rating to 'B' to reflect the potential risk to DIP
lenders.

Since the Longview DIP loan has an exit facility conversion
feature that is under the control of only a share of the initial
DIP lenders, S&P caps the Longview DIP loan rating at 'B' in line
with its criteria.  S&P do not know what the emergence capital
structure would be and so cannot determine the company's overall
creditworthiness at that time or how the converted DIP loan would
rank against any other of the company's financial obligations.
S&P concludes the underlying Longview DIP facility credit risk
would be at least 'B' and so S&P assigned its 'B' rating to it.

Longview is undertaking a repair program during the bankruptcy
process to resolve operational problems and materially improve
operating performance.  The plant is currently operational.  In
addition, Longview is seeking to resolve disputed mechanics liens
of $336 million and its related counterclaims against these
vendors for design, construction, and equipment defects that have
substantially impaired the plant's operating capacity.  While in
Chapter 11, the mechanics liens rank below the DIP facility in
payment and security.  Longview hopes to emerge from bankruptcy
between the second quarter of 2014 and the end of 2015.  S&P
believes that Longview has favorable prospects to emerge from
bankruptcy based on the following considerations assuming that
final mechanics liens exposure is negligible.  However, S&P do not
know how the mechanics liens will be resolved.

S&P's analysis of the Chapter 11 process suggests that the maximum
DIP drawdown would be well below $150 million, after factoring in
a higher-than-expected cash balance and Foster Wheeler's funding
of the nose repair.  Dunkard Creek performs critical water
treatment operations and is owned by the ultimate owner of
Longview and Mepco.


LPATH INC: Incurs $6.5 Million Net Loss in 2013
-----------------------------------------------
LPath, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$6.56 million on $7.98 million of total revenues for the year
ended Dec. 31, 2013, as compared with a net loss of $2.75 million
on $6.68 million of total revenues during the prior year.
Lpath disclosed a net loss of $3.11 million in 2011.

The Company's balance sheet at Dec. 31, 2013, shows $15.66 million
in total assets, $5.70 million in total liabilities and $9.96
million in total stockholders' equity.

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

                        http://is.gd/g2HMfc

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.


LSP MADISON: Moody's Affirms 'Ba2' Senior Secured Term Debt
-----------------------------------------------------------
Moody's Investors Service has affirmed LSP Madison Funding, LLCs
(Madison Funding) Ba2 senior secured term loan rating due December
2019. Subsequent with this rating action, Moody's revised the
outlook to positive from stable.

Ratings Rationale

The rating affirmation and outlook revision to positive factors in
Madison Funding's divestiture of its equity interests in the Safe
Harbor hydro generating facility, which closed last week following
approval from the Federal Energy Regulatory Commission (FERC), and
considers positive market developments in ISO New England which
benefits the Madison Funding portfolio. Moody's calculate that
most of the key financial metrics are now expected to score in the
"Baa" sub-factor under Moody's Power Generation Projects
methodology (compared to "Ba" previously). With the sale of Safe
Harbor, the remaining assets in the portfolio consist of the 560
megawatt (MW)(average winter and summer rating) University Park
North facility, the 328MW University Park South facility (both in
Chicago) and the 236MW Wallingford facility in Wallingford,
Connecticut.

Our rating also factors in LS Power's ongoing efforts to
commercialize assets in the Madison Funding portfolio. Since the
original rating assignment in June 2012, numerous asset sales have
occurred with the associated proceeds being the primary
contributor to the nearly $500 million of term loan debt reduction
at Madison Funding since the original rating. With respect to
future sales within Madison Funding, Moody's view the Wallingford
peaker as having stronger sales value to the sponsor relative to
the two peakers in the Chicago area. As such, Moody's would
consider the sale of Wallingford and its removal from the
collateral package as a credit negative to the rating given the
further reduction in cash-flow diversity, notwithstanding the $75
million in debt reduction that would accompany its divestiture.

As per the terms of the credit agreement, Moody's understand that
following the completion of the Safe Harbor sale, Madison Funding
paid down its existing term loan balance by $150 million on
Friday, March 28th, resulting in a current outstanding debt
balance of approximately $203 million, or $182 per kilowatt
($/kw). While Safe Harbor's removal from the collateral pool
reduces asset and cash flow diversity, the portfolio's future cash
flow improves meaningfully given the material interest cost
savings earned over the remaining tenor of the loan.

In ISO New England, recently announced plant retirements directly
resulted in a substantial uptick in forward capacity market (FCM)
prices for the 2017/2018 auction year. The Wallingford peaking
unit is now expected to earn $7.05 per kilowatt-month (kW-mo),
nearly triple our original forecast of $2.00/kW-mo for 2017/2018.
Our forecast, at the time, incorporated excess generation supply
that existed in ISONE coupled with high levels of demand response
that cleared in the market. Based on our calculations,
Wallingford's capacity revenue will increase nearly 40% in 2017 to
$15 million from $8 million and 35% in 2018 to approximately $12
million from $7 million.

The combination of debt reduction from the Safe Harbor
divestiture, material interest cost savings over the remainder of
the term loan, and increased revenue expectations from the
Wallingford plant results in the portfolio's funds from operations
to debt (FFO/Debt) ratio and debt service coverage ratio (DSCR)
averaging 25% and over 4.0 times over the three-year period from
2014 to 2016. Given the 100% cash sweep structure in the
financing, Moody's believe the term loan can be repaid slightly
prior to loan maturity in 2019. Furthermore, our review of a
downside scenario where none of the peakers' dispatch over the
remaining term results in financial cash flow metrics that score
in the high-Ba to low-Baa range over the 2014-2016 time frame.

The positive outlook reflects continued sound operations and
financial performance exceeding Moody's expected results. The
rating could be upgraded if debt reduction continues apace and
financial metrics remain solidly in the "Baa" category. Meaningful
long-term contracts for merchant capacity could result in upward
rating pressure.

The rating could face downward rating pressure if operational
issues persist or industry fundamentals weaken materially
resulting in financial metrics in the "Ba" rating category.

Madison Funding consists of three peaking units totaling
approximately 1,124 megawatts (MW) based on average winter and
summer rating capacity. The peaking units include the nominally
rated 560 MW University Park North (UPN) and 328 MW University
Park South (UPS) units in Chicago, IL; and the 236 MW Wallingford
unit in Wallingford, CT. The peaking units have at least ten years
of operating history and are run by recognized operators in NAES
and Wood Group.

Madison Funding is wholly owned by LSP Madison Holdings, which is
in turn owned by a $3.1 billion private equity fund (the Fund)
managed by LS Power Group (LSP). LSP currently owns and manages 18
fossil and renewable power generation assets with nearly 8,000 MW
of capacity and two large scale electric transmission businesses.


LTI HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned initial ratings to LTI
Holdings, Inc.; Corporate Family and Probability of Default of B2
and B2-PD respectively. LTI Holdings, Inc. will guarantee secured
obligations of its borrowing subsidiary, LTI Flexible Products,
Inc. (collectively known and doing business as Boyd Corporation,
or "Boyd") consisting of a $275 million term loan and a $35
million revolving credit, both of which were assigned ratings of
[B2, LGD-4, 51%]. The rating outlook is stable.

Boyd, a custom manufacturer of precision components converted from
engineered polymer and composite raw materials (e.g. gaskets,
seals, and thermal, impact & RFI/EMI protection components) is
majority owned by affiliates of Snow Phipps Group, LLC. It is
acquiring certain die-cut businesses from Brady Corporation (un-
rated) for $60 million. Proceeds from the term loan will be used
to fund the purchase, refinance existing Boyd indebtedness, and
pay a dividend as well as cover related costs and expenses.

Ratings Rationale

The B2 Corporate Family Rating considers the modest size of the
combined organization, elevated financial leverage and integration
challenges associated with acquiring units that will account for
roughly half of revenue going forward but whose historical margins
have been considerably lower than Boyd's. It further recognizes a
degree of customer concentration and end-market exposure to
industries that can experience volatile swings such as commercial,
off-highway and recreational vehicles, or short product cycles
such as mobile computing devices. As a supplier to much larger
original equipment manufacturers, Boyd's volumes are dependent
upon the success of its customers' products over which it has
little direct influence. Similarly, for OEM customers with longer
platform lives, Boyd has to contend with agreed price-downs over
time in a business in which raw material costs constitute a high
percentage of cost of goods sold. However, for shorter life cycle
products, more rapid product turn-over can provide frequent
opportunities to re-price and recover changes in variable costs.
Boyd's track record to date suggests deft management of this
cost/price issue (Its components represent a small fraction of the
client's total product cost) but it has had a relatively benign
material cost environment of late which may not always be the
case.

Boyd has achieved healthy margins and has long-standing customer
relationships, the majority of which are on a sole source basis.
Despite its size, Boyd is believed to be one of the larger firms
in this highly fragmented space. In addition it currently serves
as a supply chain consolidator for several large customers
reflecting its importance and technical & logistical skills. The
company's profitability is considered sustainable and benefits
from the engineered/custom nature of its products and early
engagement in a product's design. Boyd's experience in operating
similar manufacturing plants to those of the acquired Brady units
offers some scope for improving profitability but will involve
some up-front costs and risks.

Boyd's profitability combined with relatively light capital
expenditure requirements is expected to produce strong coverage
metrics for the rating category as well as ongoing free cash flow.

The B2, LGD-4, 51% rating of the credit facilities reflects the
product from the application of a B2-PD probability of default and
their expected loss given default experience as senior secured
obligations. While their claims will be senior to certain
unsecured trade and other liabilities, Moody's model recognizes
certain administrative priorities ahead of the lenders which,
along with the covenant-light nature of the credit agreement,
constrains expected recovery rates in downside scenarios.

The stable outlook incorporates prospects for continued volumes
across key end-markets, sustained profitability, low single digit
growth, good liquidity, solid interest coverage and free cash flow
generation.

Stronger ratings or a positive outlook could develop should the
company demonstrate successful integration of the acquired
operations, improve its end-market diversification into less
cyclical sectors along without impinging its margins and the apply
free cash flow toward debt reduction beyond the required
amortization. Quantitatively this would involve debt/EBITDA well
below 4 times, EBITA/interest sustained above 3 times, and free
cash flow/debt above 8%.

Downward pressure could arise if debt/EBITDA approached 6 times,
negative free cash flow were experienced over several periods or
EBITA/interest fell below 1.5 times.

Ratings assigned:

LTI Holdings, Inc.

  Corporate Family, B2

  Probability of Default, B2-PD

LTI Flexible Products, Inc.

  $35 million secured revolving credit, B2, LGD-4, 51%

  $275 million secured term loan, B2, LGD-4, 51%

The principal methodology used in this rating was the Global
Manufacturing Industry published in December 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

LTI Holdings, Inc, doing business as Boyd Corporation, is
headquartered in Modesto, CA. Pro forma revenues will be
approximately $400 million.


MARANI BRANDS: Bodie Investment Stake 9.8% as of March 18
---------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission on March 18, 2014, Bodie Investment Group, Inc.,
disclosed that it beneficially owned 41,742,000 shares of common
stock of Marani Brands, Inc., representing 9.8 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/wBAEuh

                        About Marani Brands

Based in North Hollywood, Calif., Marani Brands, Inc. (OTC BB:
MRIB) primarily engages in the distribution of wine and spirit
products manufactured in Armenia.  The Company's signature product
is Marani Vodka, a premium vodka which is manufactured exclusively
for the Company in Armenia.

The Company's balance sheet at March 31, 2010, showed $1,137,841
in assets and $3,188,227 of liabilities, for a stockholders'
deficit of $2,050,386.

As reported in the Troubled Company Reporter on October 19, 2009,
Gruber & Company, LLC, in Saint Louis, Missouri, expressed
substantial doubt about the Company's ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the years ended June 30, 2009, and 2008.
The auditing firm said that the Company's viability is dependent
upon its ability to obtain future financing and the success of its
future operations.


MATRIX ASSET: To Delist Shares; Expresses Going Concern Doubt
-------------------------------------------------------------
Matrix Asset Management Inc. on April 1 reported its financial and
operating results for the fourth quarter ended December 31, 2013.

A conference call to discuss the fourth quarter results is
scheduled for April 1, 2013 at 9:00 a.m. Eastern Time.  The
conference may be accessed by calling 1-855-353-9183 and entering
access code 58018.  Alternatively a webcast of this conference is
available at https://web.conf-centre.com/ by entering conference
reference 1153646 and access code 58018.

President and CEO, David Levi commented, "I thank all of our
investors for their support during a very challenging past year.
We voluntarily delisted from the Toronto Stock Exchange and have
undertaking a strategic review of the Company in order to address
its present debt obligations and to provide liquidity options for
its shareholders."  Mr. Levi added, "The delisting of the
Company's Common shares does not affect any of the funds managed
by subsidiaries of Matrix."

Selected Fourth Quarter and Year End 2013 Highlights

        --  At December 31, 2013, asset under management ("AUM")
were $232 million, compared to $332 million as at September 30,
2013 and $1.1 billion as at December 31, 2012.

        --  Total revenue for the fourth quarter was $2.6 million
compared to $3.2 million during the same period last year.

        --  Recurring expenses for the fourth quarter were $1.8
million compared to $5.7 million during the same period last year.

        --  Net loss for the fourth quarter was $(1.2) million
compared to net loss of $(3.2) million for the same period last
year.  Total current liabilities of $6.3 million as at December
31, 2013 are scheduled for repayment over the next 12 months.
        --  Working capital deficit improved over the quarter by
$0.3 million to $2.9 million. See "Liquidity and Capital
Resources".

       --  On September 30, 2013, Matrix announced that it had
entered into financing arrangements for a term credit facility of
up to $5 million which bears interest at 12% per annum calculated
and paid quarterly.  In addition, the Company agreed to pay a
processing fee of 6.5% per annum, calculated and paid quarterly.
$4 million and $1 million of the facility was advanced to the
Company on September 30, 2013 and December 30, 2013,
respectively.

Subsequent Events:

        --  Subsequent to the termination of the Management
Agreement between the GrowthWorks Canadian Fund Ltd. ("Canadian
Fund") and GrowthWorks WW Management Ltd. ("GWWV"), the Company
has taken legal action to claim damages for lost management and
administration fee revenue for the remaining term of the contract
(five years), unpaid management and administration fees, unpaid
incentive payments and unpaid capital retention administration
fees.  In addition, the Company is seeking compensation for
damages that the Company has and will incur as a result of being
forced to renegotiate a lending facility at less favorable
terms.  The possible compensation that may arise from this event
is unknown and would be determined following the occurrence or
non-occurrence of one or more uncertain future events not wholly
within the control of the Company.  The Canadian Fund has reserved
the right to claim damages in respect of any breaches of the
Management Agreement by GWWV.  There can be no assurance as to the
outcome of claims made by the Canadian Fund with respect to such
breaches, if any, or by GWWV with respect to what Matrix believes
is a wrongful termination of the Management Agreement.

        --  On December 3, 2013, the Company announced that it
intends to apply for alternative listing and voluntarily delist
from the TSX.  On March 25, 2014 the Company confirmed its
application to voluntarily delist from the TSX which became
effective March 28, 2014.

        --  Subsequent to the year ended December 31, 2013, the
Company accrued a $0.1 million success fee in relation to the sale
of portfolio assets held by Working Opportunity Fund (EVCC) Ltd.
("WOF")

Liquidity and Capital Resources

As at December 31, 2013, Matrix had total assets of $5.3 million,
a decrease of $20.1 million from $25.4 million at December 31,
2012.  During the year, current assets decreased by $5.0 million
while long term assets decreased $15.1 million.  Total liabilities
of $13.1 million as at December 31, 2013 decreased by $11.0
million compared to $24.1 million as at December 31, 2012.
Current liabilities decreased by $8.1 million while long term
liabilities decreased by $2.9 million.

The Company requires capital for operating purposes, including
funding current and long term liabilities and current and future
operations.  Subsidiaries of the Company registered under
securities laws must also maintain minimum levels of working
capital in order to meet regulatory requirements under securities
laws.  If these minimum working capital requirements are not
maintained, these registrations may be revoked.  As a result of
the term credit facility provided on September 30, 2013 and
December 30, 2013, the Company believes that it has rectified its
previously announced working capital deficiency but securities
regulators have not finalized their review of the matter and any
confirmation of that rectification is still pending.  There can be
no assurance that these subsidiaries will restore and maintain
compliance with working capital requirements to the satisfaction
of regulatory authorities and a failure to do so would have a
material adverse effect on the Company's ability to operate and
its financial position and future operating results.

Matrix's liquidity position and capital resources are dependent on
cash flows from operations which in turn are dependent on AUM.
Matrix's AUM is subject to a number of risks and uncertainties and
has declined significantly with the result of the dispositions
related to the SEAMARK Sale and the Marquest Transaction.
Matrix's working capital position has also deteriorated
significantly over the past two years.  Failing to meet payment
obligations, including in respect of secured indebtedness or
failing to maintain compliance with working capital requirements
under securities laws, may have a material adverse effect on
Matrix's financial condition, operating results and ability to
carry on business.

As at December 31, 2013, Matrix had a working capital deficiency
of ($2.9) million, comprised of $3.4 million current assets and
($6.3) million in current liabilities.  Matrix's retained earnings
deficit as at December 31, 2013 was $(32.4) million and the net
loss from continuing operations for the year was $(5.7) million.
Significant items contributing to the working capital deficit are:
(1) $4.8 million in trades payable and accrued liabilities; (2)
$0.9 million of employment related obligations, primarily non-
recurring lump sum payments due during the next 12 months; and (3)
$0.6 million in operating lease related obligations.

The financial statements and MD&A were prepared on a going concern
basis, which assumes that Matrix will continue to realize its
assets and discharge its liabilities as they become due.

Management's cash flow forecasts indicate that the Company is
expected to have resources available to continue to operate as a
going concern; however the forecasts are based on a number of
assumptions with respect to future cash flows and the Company's
ability to discharge its current liabilities during 2014.  There
can be no assurance that Matrix will re-structure or re-finance
these debt obligations in a manner that will allow Matrix to
continue to operate.  Uncertainties surrounding these assumptions
may cast significant doubt on the ability of Matrix to discharge
its liabilities in the normal course of business and continue to
operate as a going concern.

There is material uncertainty surrounding Matrix's ability to
generate positive cash flows to generate savings from cost
reduction programs (and as to the quantum of such savings), to re-
pay, re-finance and/or re-structure debt obligations, to collect
fund management fees and incentive participation dividends from
managed funds with poor liquidity, to collect tax refunds and as
to the outcome of regulatory reviews and filings and prospects for
future transactions.  If the Company is unable to re-pay or re-
finance its debt obligations, the obligations and associated
security may be enforced, which would have a material adverse
effect on the Company's business, financial position and operating
results and the Company's ability to continue to operate.  The
auditor's report in respect of Matrix's consolidated financial
statements for the year ended December 31, 2013 was unqualified,
however did contain and Emphasis of Matter notation with respect
to Matrix's working capital deficit as at December 31, 2013, net
loss for the year and Matrix's ability to continue to operate as a
going concern.

It is not possible to predict whether strategic options pursued by
Matrix will result in sufficient improvements to Matrix's
financial condition to allow Matrix to continue as a going
concern.  If the going concern assumption ceases to be
appropriate, adjustments will be necessary to the carrying amounts
and/or classification of Matrix's assets and liabilities.
Further, a comprehensive restructuring plan could materially
change the carrying amounts and classifications reported in the
consolidated financial statements.

In addition to the funds raised by the September and December 2013
financing, on August 7, 2012, the Board of Directors approved
Matrix raising up to $2.0 million in debt through term loan
arrangements, including with insiders of Matrix.  During the third
quarter of 2012, Matrix raised approximately $0.6 million under
term loans advanced by the CEO of Matrix and the largest
shareholder of Matrix.  These two loans were evidenced by
unsecured promissory notes that mature on the earlier of 30-day
written notice by the lenders and the date of closing of a
transaction by Matrix or any of its subsidiaries resulting in cash
proceeds to Matrix of $7 million or more.  The notes bear interest
at a rate of 8.0% per annum, calculated and compounded monthly.
These terms may be adjusted to match terms negotiated with
additional third party lenders, although maturity dates may vary
by lender.  During to the fourth quarter of 2013, the lenders
agreed, for no additional consideration, to extend the maturity
date to March 31, 2015.  On December 31, 2013 the Company entered
into an additional $0.1 million loan with the largest shareholder
of Matrix with the same terms and due date.  There can be no
assurance as to the amount of additional capital that will be
raised through these arrangements.

Matrix is a venture capital asset management company with offices
across Canada. As at December 31, 2013, the Company managed
approximately $0.2 billion in assets operated through GrowthWorks
Capital Ltd., which manages funds in the venture capital sector.


MERIDIAN SUNRISE: Giving a Debtor a Big Club Against Lenders
------------------------------------------------------------
Stephen J. Lubben, writing for The New York Times' DealBook,
reported that a federal district court's opinion in Meridian
Sunrise Village v. NB Distressed Debt Investment Fund Ltd. is one
of the most important recent decisions for distressed debt
investors and loan investors generally.

The report related that the case involves a relatively small loan,
of about $75 million, with U.S. Bank as lead agent and lots of
others taking subsidiary roles in lending the money to the debtor.
The loan agreement looks to be pretty standard for anyone who has
seen a few syndicated loan agreements. But it nonetheless seems to
have thrown the federal courts in Washington State for a bit of a
loop.

The problems began when Bank of America sold its piece of the loan
to a distressed debt fund, the report further related.  The debtor
normally had a right to approve transfers of the loan -- subject
to the usual rule that consent could not be unreasonably withheld,
whatever that means -- but the right to consent went away when the
debtor was in default. Thus, the debtor being in Chapter 11 would
seem to remove any barriers to Bank of America's move.

But the bankruptcy court, and then the district court, disagreed,
according to the report.  The problem, as they saw it, was that
the loan agreement limited loan transfers to "financial
institutions." And the courts in Washington tell us that hedge
funds are not "financial institutions" -- something that may come
as a bit of a surprise to the drafters of the Dodd-Frank Act.

The opinion further faults the distressed debt fund for selling
part of the stake it got from Bank of America to another fund, the
report said.  Apparently, the courts viewed this as an attempt to
manipulate the Bankruptcy Code's voting rules, which turn on
getting approval by creditors in a class "that hold at least two-
thirds in amount and more than one-half in number of the allowed
claims of such class."

The case is Meridian Sunrise Village LLC v. NB Distressed Debt
Investment Fund Ltd. (In re Meridian Sunrise Village LLC), 13-cv-
05503, U.S. District Court, Western District of Washington
(Tacoma).

                About Meridian Sunrise Village LLC

Meridian Sunrise Village LLC filed a Chapter 11 petition (Bankr.
W.D. Wash. Case No. 13-40342) in Tacoma, Washington, on Jan. 18,
2013.  The Debtor, a single asset real estate under 11 U.S.C. Sec.
101(51B), disclosed $70.6 million in total assets and
$65.9 million in total liabilities in its schedules.  James L.
Day, Esq., and Christine M. Tobin-Presser, Esq., at Bush Strout &
Kornfeld LLP represent the Debtor.

The Debtor owns the property known as the New Meridian Sunrise
Village in 10507 156th St. E. Puyallup, Washington.  The Debtor
has valued the property at $70 million, which property secures
debt of $64.4 million to U.S. Bank, National Association.  A copy
of the schedules attached to the petition is available at
http://bankrupt.com/misc/wawb13-40342.pdf

Alan D. Smith -- ADSmith@perkinscoie.com -- and Brian A. Jennings,
WSBA -- BJennings@perkinscoie.com -- at Perkins Coie, LLP
represent U.S. Bank National Association, as administrative agent.

James L. Day, Esq., and Christine M. Tobin-Presser, Esq., at Bush
Strout & Kornfeld LLP, in Seattle, represent the Debtor in its
restructuring effort.


METROGAS SA: Discloses ARS256-Mil. Income for 2103
--------------------------------------------------
MetroGAS S.A. filed with the U.S. Securities and Exchange
Commission on March 24, 2014, its annual report on Form 6-K for
the year ended Dec. 31, 2013.

As of the date of issuance of its financial statements, it is
neither possible to foresee the outcome of the tariff negotiation
process nor to determine its final consequences on the Company's
results and operations which raise substantial doubt about the
Company's ability to continue as a going concern, according to the
regulatory filing.

The Company reported net income of ARS256.83 million on ARS1.94
billion of revenues in 2013, compared with a net loss of ARS178.83
million on ARS1.48 billion of revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed total assets
of ARS2.34 billion, total liabilities ARS1.92 billion and total
shareholders' equity of ARS424.12 million.

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

                       http://is.gd/hnB72d

                       About MetroGAS S.A.

Headquartered in Buenos Aires, Argentina, MetroGAS S.A. is a
sociedad anonima organized under the laws of the Republic of
Argentina.  The registered office and principal place of business
is located at Gregorio Araoz de Lamadrid 1360 - Ciudad Autonoma de
Buenos Aires.

The Company was formed in 1992 and on Dec. 1, 1992, it was
registered as a corporation pursuant the laws of the Republic of
Argentina.  The term of duration of the Company expires on Dec. 1,
2091, and its principal business is the provision of natural gas
distribution services.

                           *     *     *

As reported in the Troubled Company Reporter - Latin America on
Nov. 4, 2013, Standard & Poor's Ratings Services assigned a 'CCC'
rating to Metrogas S.A.'s recently issued additional series A
notes for about $7.3 million to pay in kind the accrued interests
on the outstanding notes.  At the same time, S&P affirmed its
'CCC' corporate credit rating on Metrogas.  The outlook is
negative.


MOBIVITY HOLDINGS: Completes Acquisition of SmartReceipt
--------------------------------------------------------
Mobivity Holdings Corp. has completed its acquisition of the
assets and operations of SmartReceipt, Inc., a marketing solutions
company whose software products transform traditional retail
transaction receipts for Subway, Baskin-Robbins, Dairy Queen and
others into engaging "smart" receipts that feature coupons and
special offers for consumers.  SmartReceipt was a privately owned
company based in Santa Barbara, California.

Dennis Becker, chief executive officer of Mobivity, said, "We
believe this acquisition has the potential to significantly
transform Mobivity's product offering portfolio and create what we
believe will be the largest installed base of any SaaS mobile
loyalty program provider in the industry, with more than 17,000
locations.  Going forward, the capability to integrate
SmartReceipt's printed receipt data in combination with Mobivity's
current SMS and Stampt mobile loyalty app allows our retailer
customers to generate actionable data to craft specialized offers,
coupons and messages based on actual individual purchasing
histories.  Additionally, we see opportunities to further
integrate the technology beyond its current use to assist
retailers to continue to retain their most loyal customers."

Like Mobivity's product offerings, SmartReceipt employs a SaaS-
based monthly recurring revenue business model with most of its
client base within the Quick Serve Restaurant (QSR) industry.  Its
customers pay a set monthly fee per location for use of the
service.  SmartReceipt's solution is compatible with over 80% of
Point-of-Sale (POS) systems available in the marketplace today and
transmits the printed receipt data from POS systems to
SmartReceipt's cloud-based platform, enabling the QSR to store
transactional data and dynamically control the receipt content in
real-time.  Up to 1.2 million receipt transactions are processed
daily by SmartReceipt across more than 7,500 locations throughout
the U.S., including major brands such as Subway, Baskin-Robbins
and Dairy Queen.

Mike Bynum, president of Mobivity, commented, "In just the past
month since we made the announcement, we have had tremendous
interest from existing Mobivity customers in the SmartReceipt
product offering, and vice versa.  The enthusiasm by leading
retailers around the country to the capabilities and unique
integration of these technologies certainly provides us a level of
excitement as we begin to roll out these products on an integrated
basis. With more than 17,000 combined locations, we see
significant opportunities for cross-selling going forward."

The terms of the transaction are more fully described by Mobivity
in a current report on Form 8-K, a copy of which is available for
free at http://is.gd/W4eXew

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

                         http://is.gd/NPZgmB

                       About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings disclosed a net loss of $7.33 million in 2012,
as compared with a net loss of $16.31 million in 2011.  The
Company's balance sheet at Sept. 30, 2013, showed $9.96 million in
total assets, $1.51 million in total liabilities and $8.45 million
in total stockholders' equity.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring operating losses and
negative cash flows from operations and dependence on additional
financing to fund operations which raise substantial doubt about
the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"[A]ll of our assets are currently subject to a first priority
lien in favor of the holders of our outstanding convertible notes
payable in the current aggregate principal amount of $4,521,378.
The notes are due on October 15, 2013, if we are unable to repay
or refinance our obligations under those notes by October 15,
2013, the holders of the notes will have the right to foreclose on
their security interests and seize our assets.  To avoid such an
event, we may be forced to seek bankruptcy protection, however a
bankruptcy filing would, in all likelihood, materially adversely
affect our ability to continue our current level of operations.
In the event we are not able to refinance or repay the notes, but
negotiate for a further extension of the maturity date of the
notes, we may be required to pay significant extension fees in
cash or shares of our equity securities or otherwise make other
forms of concessions that may adversely impact the interests of
our common stockholders," the Company said in its annual report
for the year ended Dec. 31, 2012.


MONTREAL MAINE: Firm Barred from Representing Victims' Panel
------------------------------------------------------------
Judge Louis H. Kornreich of the U.S. Bankruptcy Court for the
District of Maine ruled that the unofficial committee wrongful
death claimants and its counsel have failed to comply with Rule
2019 of the Federal Rules of Bankruptcy Procedure, and as a result
of that failure, the Unofficial Committee and its counsel will not
be heard on any pending matter in the Chapter 11 case of Montreal
Maine & Atlantic Railway, Ltd.

Further hearings on the adequacy of the disclosure statement
explaining the Plan filed by the Unofficial Committee and the
motion to bar the trustee's prosecution of certain claims will be
held on April 8, 2014, at 10:00 a.m.

The Unofficial Committee represents the estates of the 47 victims
of the explosion in Lac-Megantic, Quebec, from the derailment of a
train operated by the Debtor.  The Trustee overseeing the Chapter
11 case alleged that the Unofficial Committee failed to comply
with Rule 2019 and asked the Court to impose sanctions for failure
to comply such rule.  The Unofficial Committee argued that the
Trustee's motion is a thinly veiled attempt by the Trustee to
forage information regarding client communications and fee
arrangements for use in the Trustee's campaign to portray his
unprovoked war on the wrongful death victims as being somehow
their fault for having engaged counsel, or the fault of their
counsel for being engaged on a contingent-fee basis.

George W. Kurr, Jr., Esq., at GROSS, MINSKY & MOGUL, P.A., in
Bangor, Maine; and Daniel C. Cohn, Esq., and Taruna Garg, Esq., at
MURTHA CULLINA LLP, in Boston, Massachusetts, represent the
Unofficial Committee.

                       About Montreal Maine

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

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

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

Justice Martin Castonguay oversees the case in Canada.

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

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

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.

MM&A Canada is represented by Patrice Benoit, Esq., at Gowling
LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by:
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.

The Fortress unit is represented by Terence M. Hynes, Esq., and
Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75 percent of the $25 million
in available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25 percent would be earmarked for claimants seeking
compensation for property that was damaged when much of the town
burned.  Former U.S. Senator George Mitchell, a Democrat who
represented Maine in the U.S. Senate from 1980 to 1995 and who is
now chairman emeritus of law firm DLA Piper LLP, would administer
the plan and lead the effort to wrap up MM&A's Chapter 11
bankruptcy.


MORNINGSTAR MARKETPLACE: Court Okays Smigel Anderson as Attorney
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
authorized Morningstar Marketplace LTD to hire Smigel, Anderson &
Sacks, LLP as attorneys nunc pro tunc to January 30, 2014.

As reported in the Troubled Company Reporter on Feb. 11, 2014, the
Debtor said it desires to employ the firm on a general prepetition
retainer of $13,870.  Within the one year prior to the Petition
Date, the firm received $8,000 for professional services and for
reimbursement of expenses.

All charges will be billed at the firm's standard hourly billing
rates:

                                         Hourly Rate
                                         -----------
      Robert L. Knupp, Esq.                  $300
      Louise S. Hutchinson, Esq.             $275
      Adam G. Klein, Esq.                    $250
      Associates                             $200
      Paralegal                              $150

Robert L. Knupp attested that his firm represents no other entity
in connection with the case, is a "disinterested person" as that
term is defined in 11 U.S.C. Sec. 101(14), and represents or holds
no interest adverse to the interests of the estate with respect to
matters upon which it is to be employed.

                   About Morningstar Marketplace

Morningstar Marketplace, LTD, operator of a flea market business
in St. Thomas, Pennsylvania, filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on
Feb. 3, 2014.  Judge Mary D France presides over the case.
Attorneys at Smigel, Anderson & Sacks, LLP serve as counsel to the
Debtor.  The Debtor estimated $100 million to $500 million in
assets and liabilities.


MOTORSPORT RANCH: Court Dismisses Chapter 11 Case
-------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
dismissed the Chapter 11 case of MotorSport Ranch Houston, L.L.C.

Judy A. Robbins, the U.S. Trustee, asked the Court to convert the
case to one under Chapter 7 of the Bankruptcy Code or, in the
alternative, dismiss the case with prejudice to re-filing for 180
days.

The U.S. Trustee said the Debtor reported assets of $13,660,374
and liabilities of $6,502,902.  The Debtor's principal assets
consist of an interest in (a) the real property consisting of
381.11 acres of land and improvements in Brazoria County, Texas
and commonly referred to as One Performance Drive, Angleton,
Texas, which is valued at $13.1 million; (b) prepetition
receivables, which are valued at $113,854; (c) five vehicles which
are valued at $0; (d) equipment which is valued at $386,520; and
(e) cash in a bank account of $60,000.  The Debtor reported
secured debts of $6,287,605, priority debts of $188,846, and
general unsecured debts of $26,450.

According to the U.S. Trustee, cause exists to convert or dismiss
the case because the Debtor:

   1. has failed to file a disclosure statement, or to file or
      confirm a plan, within a reasonable period of time; and

   2. the Debtor will incur quarterly fees for the first quarter
      of 2014, and the U.S. Trustee is unable to determine the
      amount due at this time in the absence of statements of
      disbursements.

                  About MotorSport Ranch Houston

Angleton, Texas-based MotorSport Ranch Houston, LLC, dba
MotorSport Properties, Ltd., and MSR Houston filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 12-36422) on Aug. 30, 2012, in
Houston.  Judge David R. Jones oversees the case.  The Debtor
scheduled $13,660,374 in assets and $6,502,902 in liabilities.
The petition was signed by James A. Redmond, president.

The U.S. Trustee was unable to appoint a committee of unsecured
creditors because it was not able to solicit sufficient interest
to form a creditors' committee.


MOUNT SAINT MARY: Moody's Affirms 'Ba2' Bond Rating; Outlook Neg.
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 rating on Mount
Saint Mary's University's, MD Series 2006 and 2007 revenue bonds
issued through Frederick County, Maryland. The rating outlook
remains negative.

Ratings Rationale

The Ba2 rating reflects Mount Saint Mary's University's (the
Mount) challenging market position, resulting in entering class
volatility, combined with structural operating deficits and
limited economies of scale to curtail expenses over the long term
without adversely impacting competitiveness. The university is
highly leveraged and has comparatively weak liquidity. The rating
also incorporates consistently favorable gift support contributing
to some recent liquidity improvement despite operational
challenges.

The maintenance of the negative outlook despite positive financial
performance in FY 2013 is based on our expectation of weak
operating performance in FY 2014 due to a lower than expected
entering class. The university will be challenged to consistently
achieve positive operating results due to a high dependence on
student charges in a price sensitive and narrow market. There is
no debt capacity at the current rating level.

Challenges

-- The university has very thin liquidity of $21.2 million
compared to $20.0 million of bank debt that could be accelerated
with violation of a 1.1 times debt service coverage covenant.

-- The Mount operates in a highly competitive student market
drawing primarily from the Mid-Atlantic region where there is a
smaller pool of high school students and ongoing price
sensitivity. The yield on admitted students dipped to a low 12.9%
in fall 2013 leaving the university short of its enrollment goal.

-- Operating margins will narrow in FY 2014 after FY 2013's
unusually strong performance and operating deficits will likely
resume given revenue and expense pressures (when including
depreciation as an expense).

-- Despite the need for strong financial controls given a volatile
market and thin liquidity, the university is only now developing
financial forecasting and budgeting processes in line with
industry best practices.

-- Management and the board are updating its campus master plan,
which will provide input towards the next capital campaign. The
university has limited debt capacity and few resources to
significantly invest in initiatives or capital, absent further
philanthropic support.

Strengths

-- Continued growth in net tuition revenue on an absolute basis
and net tuition per student are positive trends contrary to the
majority of small tuition dependent private universities. Net
tuition per student of $16,494 in FY 2013 is up 10% from FY 2009.

-- The university is positioning itself to grow its graduate
population through programmatic expansion in nearby Frederick. If
successful, enrollment and tuition revenue diversification could
contribute to greater financial stability over time.

-- Based on its clear mission driven model, the Mount benefits
from healthy philanthropic support averaging $6.9 million in gift
revenue from FY 2009-FY 2013. The university received a
comparatively large $3.2 million unrestricted bequest in FY 2013,
which bolstered operating performance and liquidity.

Outlook

The negative outlook incorporates our expectation of thin
operating performance and more narrow revenue growth in the near
term given a challenging student market and enrollment decline in
fall 2013 that without expense containment to balance operations
could result in a weaker credit profile.

What Could Make The Rating Go UP

A rating upgrade would be considered with growth in absolute
liquidity, multi-year stabilization of enrollment and generation
of adequate cash flow margins with debt service coverage
consistently well above the 1.1 times financial covenant.

What Could Make The Rating Go DOWN

A rating downgrade would be considered if liquidity declines or if
there are further enrollment losses, including failure to meet the
budgeted Fall 2014 enrollment target. Other possible rating
triggers include a decline in student charges, a return to weak
cash flow margins or violation of its financial covenant.


MT. GOX: U.S. Judge Orders Founder to Dallas
--------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that a
U.S. judge has ordered Mt. Gox founder and Chief Executive Mark
Karpeles to come to Texas, where the Japanese bitcoin exchange has
filed for U.S. bankruptcy protection.

According to the report, at a hearing in U.S. Bankruptcy Court in
Dallas, Judge Stacey Jernigan set an April 17 date for Mr.
Karpeles to answer questions under oath from lawyers who represent
customers with frozen bitcoin accounts.

Mr. Karpeles lives in Japan, where administrators are looking for
some of the roughly 550,000 bitcoins that the company lost earlier
this year, the report related.  He also controls a Japanese entity
that owns 88% of Mt. Gox, according to papers filed in U.S.
Bankruptcy Court in Dallas.

"He has made himself a fact witness by signing [court papers and]
by holding himself out to this court and the world as the...CEO or
sole officer of Mt. Gox," Judge Jernigan said during the hearing,
the report further related.

                         About Mt. Gox

Bitcoin exchange MtGox Co., Ltd., filed a petition under Chapter
15 of the U.S. Bankruptcy Code on March 9, 2014, days after the
company sought bankruptcy protection in Japan.  The bankruptcy in
Japan came after the bitcoin exchange lost 850,000 bitcoins valued
at about $475 million "disappeared."

The Japanese bitcoin exchange that halted trading in February
2014. It filed for bankruptcy protection in the U.S. to prevent
customers from targeting the cash it holds in U.S. bank accounts.

The Chapter 15 case is In re MtGox Co., Ltd., Case No. 14-31229
(Bankr. N.D. Tex.).  The Chapter 15 Petitioner is Robert Marie
Mark Karpeles, the company's chief executive officer.  Mr.
Karpeles is represented by John E. Mitchell, Esq., and David
William Parham, Esq., at BAKER & MCCKENZIE LLP, in Dallas, Texas.

The company said it has estimated assets of $10 million to $50
million and debts of $50 million to $100 million.


NAUSETPOINT CORP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: NausetPoint Corporation
           dba GBS Supply Co.
           dba Goldberg Hardware
        3302 Derby Lane
        Williamsburg, VA 23185

Case No.: 14-71155

Chapter 11 Petition Date: March 31, 2014

Court: United States Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Judge: Hon. Frank J. Santoro

Debtor's Counsel: Karen M. Crowley, Esq.
                  CROWLEY, LIBERATORE, RYAN & BROGAN, P.C.
                  Town Point Center, Suite 300
                  150 Boush Street
                  Norfolk, VA 23510
                  Tel: 757-333-4500
                  Fax: 757-333-4501
                  Email: kcrowley@clrbfirm.com

                    - and -

                  Joshua David Stiff, Esq.
                  CROWLEY, LIBERATORE, RYAN & BROGAN
                  150 Boush Street, Suite 300
                  Norfolk, VA 23510
                  Tel: 757-333-4518
                  Email: jstiff@clrbfirm.com

Total Assets: $393,036

Total Liabilities: $2.32 million

The petition was signed by Eric J. Lawrence, president and CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb-71155.pdf


NAVISTAR INTERNATIONAL: Plans to Offer $350MM Convertible Notes
---------------------------------------------------------------
Navistar International Corporation plans to issue, subject to
market conditions, $350 million of senior subordinated convertible
notes due 2019.  In addition, the company will grant the initial
purchasers an option to purchase up to an additional $52.5 million
of convertible notes.  The Company expects to use the net proceeds
from the offering to retire a portion of its outstanding 3.00
percent senior subordinated convertible notes due October 2014.

The convertible notes and the shares of the Company's common stock
issuable upon conversion of the notes, if any, have not been, and
will not be, registered under the United States Securities Act of
1933, as amended, or the securities laws of any other jurisdiction
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

The company only plans to offer the convertible notes to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar International reported a net loss attributable to the
Company of $898 million for the year ended Oct. 31, 2013, a net
loss attributable to the Company of $3.01 billion for the year
ended Oct. 31, 2012.

The Company's balance sheet at Jan. 31, 2014, showed $7.65 billion
in total assets, $11.53 billion in total liabilities and a $3.87
billion total stockholders' deficit.

                          *     *     *

In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corporation,
including the B3 Corporate Family Rating (CFR).  The ratings
reflect Moody's expectation that Navistar's successful
incorporation of Cummins engines throughout its product line up
will enable the company to regain lost market share, and that
progress in addressing component failures in 2010 vintage-engines
will significantly reduce warranty expenses.

As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'.  "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NCFO BUILDING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: NCFO Building I Ltd.
        2440 S. IH 35
        San Marcos, TX 78666-5921

Case No.: 14-10497

Chapter 11 Petition Date: March 31, 2014

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Hon. Tony M. Davis

Debtor's Counsel: Joseph D. Martinec, Esq.
                  MARTINEC, WINN, VICKERS & MCELROY, P.C.
                  919 Congress Avenue, Suite 200
                  Austin, TX 78701
                  Tel: (512) 476-0750
                  Fax: (512) 476-0753
                  Email: martinec@mwvmlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kenneth E. Studdard, CFO.

The Debtor listed City of San Marcos as its largest unsecured
creditor holding a claim of $4,936.


NORTEK INC: S&P Affirms 'B' CCR & Rates $350MM Sr. Loan 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings,
including its 'B' corporate credit rating, on Providence, R.I.-
based Nortek Inc.  The outlook is stable.

At the same time, S&P assigned its 'BB-' issue-level rating to
Nortek's proposed $350 million senior secured term loan.  S&P's
recovery rating on the proposed term loan is '1', indicating its
expectation for very high (90% to 100%) recovery under its default
scenario.

Proceeds from the proposed term loan are intended to fund Nortek's
acquisition of Thomas & Betts' heating, cooling, and ventilation
business (which includes the Reznor products) and repay its
existing term loan.

The stable rating outlook reflects S&P's opinion that Nortek will
generate modest positive free cash flow in the next 12 to 18
months to support its high debt requirements.  S&P's rating and
outlook also reflects its assessment of Nortek's highly leveraged
financial risk assessment, with forecast leverage of 5x or more,
and adequate liquidity position.

A downgrade could occur if EBITDA were to decrease more than 35%
from S&P's projected 2014 to 2015 level because of another
recession and reduced construction activity or rapidly rising raw
material costs.  For a lower rating, the company's interest
coverage would have to fall to 1.5x or lower.

An upgrade could occur if a greater-than-expected recovery in
residential construction activity occurs, Nortek manages to
maintain leverage in the low 4x area and FFO to debt in the mid-
teens-percentage area, and the company would no longer be viewed
to be private equity controlled.  S&P would also need to view the
company's financial policy -- as it relates to acquisitions and
growth initiatives -- as being committed to maintaining leverage
and FFO to debt within this range.


NORTH ADAMS REGIONAL: State Officials Working to Reopen Facility
----------------------------------------------------------------
Deirdre Fernandes, writing for The Boston Globe, reported that
Attorney General Martha Coakley said state officials were aiming
to open the emergency room at North Adams Regional Hospital in 10
days or less, after the hospital's sudden closing left the
Berkshire County community with limited health care services.  The
state has been in negotiations with Berkshire Medical Center in
recent days in hopes the Pittsfield hospital could take over some
operations at the North Adams facility.  The state plans to work
quickly to license Berskshire Medical Center to operate at the
North Adams hospital, Coakley said, and is working with federal
officials to get their approval, too.  The state will probably
have to spend several million dollars to help reopen the hospital,
said state Senator Benjamin Downing, a Democrat form Pittsfield,
according to the report.

                     About Northern Berkshire

Northern Berkshire Healthcare, Inc., is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.  North Adams Regional
Hospital is an 85 staffed bed community  hospital located in North
Adams, Mass. (110 miles west of  Boston).

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  Steven T.
Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq.,
and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston,
Mass., serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and $53,379,652
in liabilities as of the Chapter 11 filing.  The petition was
signed by William F. Frado, Jr., president.

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

The Debtors obtained confirmation of their Chapter 11 plan on
April 10, 2012.  Northern Berkshire Healthcare said on June 5,
2012, it has emerged from Chapter 11 reorganization.


NUVILEX INC: Incurs $458,700 Net Loss in Jan. 31 Quarter
--------------------------------------------------------
Nuvilex, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $458,772 on $0 of product sales for the three months ended
Jan. 31, 2014, as compared with a net loss of $376,843 on $0 of
product sales for the same period in 2013.

For the nine months ended Jan. 31, 2014, the Company incurred a
net loss of $10.78 million on $0 of product sales as compared with
a net loss of $1.27 million on $12,160 of product sales for the
same period a year ago.

As of Jan. 31, 2014, the Company had $5.66 million in total
assets, $479,277 in total liabilities and $5.18 million in total
stockholders' equity.

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

                        http://is.gd/YzniF6

                         About Nuvilex Inc.

Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to
focus on developing and marketing products designed to improve the
health and well-being of those who use them.

Nuvilex incurred a net loss of $1.59 million on $12,160 of product
sales for the 12 months ended April 30, 2013, as compared with a
net loss of $1.89 million on $66,558 of total revenue during the
prior year.

Robison, Hill & Co., in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended April 30, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations
which raises substantial doubt about its ability to continue as a
going concern.


OREMEX SILVER: Delays Filing of Financial Statements; Seeks MCTO
----------------------------------------------------------------
Oremex Silver Inc. on April 1 disclosed that its audited financial
statements, CEO and CFO certifications, and management discussion
& analysis for the year ended November 30, 2013 were not released
as scheduled on March 30, 2014.  It is now anticipated that the
release will occur no later than May 30, 2014.

The Company has been unable to meet the filing deadline as a
result of the recent proxy contest initiated by two concerned
shareholders of the Company that resulted in a replacement of the
entire board of directors of the Company effective on December 31,
2013.  Since that date, the board of directors has been working
diligently to obtain and review all of the financial records of
the Company, in addition to the operations and state of affairs of
the Company generally.  The board of directors has also spent
considerable effort compiling the financial records of the Company
in preparation of the Annual Filings.  It was hoped that the
Annual Filings would be completed and filed prior to the deadline,
but due to the time involved in transitioning management, auditors
were not able to complete the audit within the prescribed
timeframe and the Company was not in a position to meet the
March 30, 2013 deadline for filing the Annual Filings.

As a result of the delay, the Company has voluntarily requested
that the Securities Commissions in British Columbia and Alberta
and issue a temporary order that prohibits certain current
directors, officers and insiders of Oremex from trading in
securities of Oremex for so long as the Annual Filings are not
filed.  The issuance of such management cease trade order
generally does not affect the ability of persons who have not been
directors, officers or insiders of the issuer to trade in their
securities.  Oremex intends to provide updates in accordance with
National Policy 12-203 - Cease Trade Orders for Continuous
Disclosure Defaults with respect to further developments in
respect of this matter promptly following their occurrence,
including the issuance of bi-weekly status update reports until
such time as Annual Filings are completed.

                           About Oremex

Oremex is a Canadian company focusing on the exploration and
development of silver projects along a highly productive
mineralized belt in Mexico.  The Company has a portfolio of silver
projects including a mineral resource of 50.8 million ounces of
silver at its Tejamen deposit.


ORIANA TECHNOLOGIES: Vector Collects on Notes Receivable
--------------------------------------------------------
Vector Resources Inc., a capital pool company, on April 1
disclosed that that it has been reimbursed for the cash advanced
that it had made to Oriana Technologies Inc. in the amount of
$25,000 in November 2012 and $50,000 in February 2013 plus the
accrued interest of $5,506.85 on Note B.

Having collected on Note A and Note B, Vector has released its
rights under the General Security Agreement and Hypothec in
accordance with the Termination and Forbearance Agreement dated
March 31, 2014 between the Corporation, Oriana and Select-TV
Solutions Inc.

With the terms of the Receipt, Release and Waiver signed by the
Corporation, Oriana and STVS, the parties further acknowledge and
confirm that the remaining terms and conditions of the Forbearance
Agreement concerning the additional promissory note of a face
value of $150,000 shall remain in full force until this New Note
has been settled as contemplated by the said Forbearance
Agreement.

                     About Vector Resources Inc.

Vector Resources Inc is a capital pool company.  Since its
incorporation, other than its initial public offering under the
CPC Policy in November 2011 and the transactions in relation
thereto, the Corporation has not commenced commercial operations
and currently has no assets other than cash and promissory notes
receivable, and liabilities.

                 About Oriana Technologies Inc.

Headquartered in Quebec, Canada, Oriana Technologies Inc. offers
interactive television (ITV) set top boxes and wireless devices in
North America.


PA ENTERTAINMENT: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Philadelphia Entertainment and Development Partners, L.P.
        c/o Mashantucket Pequot Tribe
        25 Norwich/Westerly Road
        North Stonington, CT 06359

Case No.: 14-12482

Chapter 11 Petition Date: March 31, 2014

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Magdeline D. Coleman

Debtor's Counsel: Stuart M. Brown, Esq.
                  DLA PIPER LLP (US)
                  1201 North Market Street, Suite 2100
                  Wilmington, DE 19801
                  Tel: 302-468-5640
                  Fax: 302-778-7913
                  Email: stuart.brown@dlapiper.com

Debtor's
Special
Litigation
Counsel:          COZEN O'CONNOR

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $50 million to $100 million

The petition was signed by Brian R. Ford, authorized signatory.

List of Debtor's 15 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
RBS Citizens, National Association  Deficiency          Unknown
910 Douglas Pike, RSD395            Claim
Smithfield, RI 02917
Attn: James M. Ray
Tel: (401) 757-4068
Email: james.ray@citizensbank.com
-and-
Duane Morris LLP
30 South 17th Street
Philadelphia, PA 19103
Attn: David R. Augustin, Esq.
Tel: (215) 979-1313
Email: DRAugustin@duanemorris.com

Cozen O'Connor                        Professional   $6,457,765
1900 Market Street                    Services
Philadelphia, PA 19103
Attn: F. Warren Jacoby
Tel: (215) 665-2154
Email: fjacoby@cozen.com

Washington Philadelphia               Unpaid Fees    $5,704,029
Investors, L.P.
8595 Collier Blvd. Ste 107
Naples, FL 34114
One Medford Way
Medford, NJ 08055
Tel: (856) 266-6443
Email: brianrford@brianrford.com

Brian R. Ford                          Unpaid Fees   $4,008,575
8595 Collier Blvd. Ste 107
Naples, FL 34114
One Medford Way
Medford, NJ 08055
Tel: (856) 266-6443
Email: brianrford@brianrford.com

Foxwoods Development Company, LLC       Trade Debt   $2,638,577
PO Box 3777, Route 2
Mashantucket, CT 06338
Attn: Joseph A. Colebut
Tel: (860) 312-4449
Email: josephcolebut@mptn-nsn.gov

Klehr Harrison Harvey                   Professional  $1,267,276
Branzburg LLP                           Services
Market Street
Suite 1400
Philadelphia, PA 19103
Attn: William Harvey
Tel: (215) 569-2700
Email: wharvey@klehr.com

Obermayer Rebmann Maxwell &             Professional    $940,757
Hippel LLP                              services
One Penn Center
19th Floor
1617 JFK Blvd.
Philadelphia, PA 19103
Attn: Thomas Leonard
Tel: (215) 665-3000
Email:
thomas.leonard@obermayer.com

Blank Rome LLP                      Professional       $812,231
One Logan Square                    services
130 North 18th Street
Philadelphia, PA 19103-6998
Attn: Joseph Finkelstein
Tel: (215) 569-5500
Email: jfinkelstein@blankrome.com

Eckert Seamans Cherin & Mellott     Professional       $677,930
213 Market Street                   Services
8th Floor
Harrisburg, PA 17101
Attn: Leroy Zimmerman
Tel: (717) 237-6000
Email:
lzimmerman@eckertseamans.com

TN Ward Company                     Trade Debt         $500,000
129 Coulter Avenue
Ardmore, PA 19003
Attn: Thomas Falvey
Tel: (610) 649-0400
Email: tfalvey@tnward.com

EwingCole                           Trade Debt         $370,700
Federal Reserve Bank Building
100 N. 6th Street
Philadelphia, PA 19106-1590
Attn: Joseph T. Kelly
Tel: (215) 923-2020
Email: jkelly@ewingcole.com

Tierney Communications              Trade Debt         $110,864
200 South Broad Street, 10th Floor
Philadelphia, PA 19102
Attn: Molly Watson
Tel: (215) 790-4100
Email: mwatson@tierneyagency.com

Orth-Rodgers & Associates, Inc.     Trade Debt          $73,098
230 South Broad Street
Philadelphia, PA 19102
Attention: Jeffrey L. Greene
Tel: (215) 735-1932

Bellevue Associates                 Trade Debt          $23,112

Pennoni Associates                  Trade Debt          $22,182


PITT PENN: Court Approves Electronic Balloting Procedures
---------------------------------------------------------
UpShot Services LLC on April 1 disclosed that marking a
significant first in Chapter 11 history, the U.S. Bankruptcy Court
for the District of Delaware approved electronic balloting
procedures in the Pitt Penn Holding Company, Inc., et al. matter.
Cole, Schotz, Meisel, Forman & Leonard, P.A., counsel to the
Chapter 11 Trustee, and claims & noticing agent UpShot Services
LLC worked together to devise the industry's first electronic
balloting procedures using UpShot's SmartSign.  This technology
allows creditors to vote instantaneously online rather than via
the traditional method of completing paper forms sent through the
United States Postal Service.

"Our goal in implementing electronic balloting is to bring greater
efficiency to the voting and solicitation process for all involved
parties," said Norman Pernick of Cole Schotz, the Chapter 11
Trustee overseeing the Pitt Penn proceedings.  "We look forward to
a successful outcome as we apply this novel technology and
approach in the Pitt Penn matter."

UpShot SmartSign allows creditors to fill out, electronically sign
and submit any document in a restructuring case, including proofs
of claim, ballots, W-9 forms, proofs of interest, releases and any
other document that requires a physical signature.  This
technological advance reduces claims & ballot processing time and
costs by up to 95 percent over traditional methods by virtually
eliminating all manual data entry.  Documents signed and submitted
via UpShot SmartSign are compliant with state and federal
regulations regarding electronic signatures, so UpShot SmartSign
documents have the same legal standing as an original signature.

"At UpShot, our goal is to make Chapter 11 a more efficient, and
eventually paperless, process," commented Travis Vandell, UpShot's
co-founder and CEO.  "We've made significant progress towards this
goal with electronic claims filing procedures in active cases, and
now are making new strides with the adoption of electronic
balloting."

                     About UpShot Services LLC

Headquartered in Denver, Colo., UpShot Services LLC is a claims &
noticing firm founded by industry veterans who pioneered a new
standard of efficiency to serve the administrative needs of
companies in corporate bankruptcy.  UpShot helps debtors and their
professionals navigate the intricacies of claims, noticing,
balloting and other Chapter 11 milestones without the burden of
high administrative costs.  Its easy-to-use, scalable technology
and industry expertise enable corporate debtors and their
professionals to do more with less, with 24/7 support from
experienced experts at every stage of corporate restructuring.

        About Cole, Schotz , Meisel, Forman & Leonard, P.A.

Cole Schotz serves clients nationally throughout the United States
with offices in New York, New Jersey, Delaware, Maryland and
Texas.  The firm represents hundreds of closely held businesses
and individuals -- many for decades -- as well as Fortune 500
companies.

Founded in 1928, the firm has grown to over 115 attorneys who work
in eleven primary areas of practice:  Bankruptcy & Corporate
Restructuring; Construction Services, Corporate, Finance and
Business Transactions; Employment Law; Environmental Law;
Intellectual Property, Litigation; Real Estate; Real Estate
Special Opportunities Group; Tax, Trusts & Estates and White
Collar Defense & Investigations.

           About Pitt Penn and Industrial Enterprises

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

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

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

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

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

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


PLANDAI BIOTECHNOLOGY: Amends Report on Accountant Resignation
--------------------------------------------------------------
Plandai Biotechnology, Inc., filed with the U.S. Securities and
Exchange Commission an amended report on Form 8-K/A regarding the
resignation of Patrick Rodgers, CPA, P.A., as the Company's
independent certifying accountant.

The Company disclosed that effective March 6, 2014, the Public
Company Accounting Oversight Board revoked the registration of
Patrick Rodgers due to his violations of PCAOB rules and auditing
standards in auditing the financial statements and PCAOB rules and
quality control standards with respect to Rogers' clients; the
Company was not one of the clients for which Rogers was
sanctioned.

On Jan. 22, 2014, the Company accepted the resignation of Patrick
Rodgers from his engagement to be the independent certifying
accountant for the Company.  Other than an explanatory paragraph
included in Rodgers' audit report for the Company's fiscal years
ended June 30, 2013, and 2012 relating to the uncertainty of the
Company's ability to continue as a going concern, the audit
reports of Rodgers on the Company's financial statements for the
last fiscal year ended June 30, 2013 and 2012 through January 22,
2014, did not contain an adverse opinion or a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit
scope or accounting principles.

The Company provided Mr. Rodgers a letter to sign to confirm his
agreement with the statements made by the Company concerning the
scope and results of Mr. Rodgers' engagement but he refused to
sign it.

                           About Plandai

Based in Seattle, Washington, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry.  Its principle holdings consist of land, farms
and infrastructure in South Africa.

Plandai incurred a net loss of $2.96 million on $359,143 of
revenues for the year ended June 30, 2013, as compared with a net
loss of $3.83 million on $74,452 of revenues during the prior
fiscal year.  The Company's balance sheet at Sept. 30, 2013,
showed $8.89 million in total assets, $13.11 million in total
liabilities and a $4.22 million deficit allocated to the Company.

As reported by the TCR on Feb. 4, 2014,  Terry L. Johnson, CPA,
replaced Patrick Rodgers, CPA, P.A., as the Company's independent
accountant.

Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company has incurred losses since
inception, has a negative working capital balance at June 30,
2013, and has a retained deficit, which raises substantial doubt
about its ability to continue as a going concern.


PVR PARTNERS: Moody's Hikes Rating on Sr. Unsecured Notes to B1
---------------------------------------------------------------
Moody's Investors Service upgraded PVR Partners, L.P.'s senior
unsecured notes to B1 from B2 and withdrew PVR's Ba3 Corporate
Family Rating (CFR), Ba3-PD Probability of Default Rating and SGL-
3 Speculative Grade Rating. PVR's positive outlook was also
removed. These actions were prompted in response to the completion
of PVR's merger with Regency Energy Partners LP (Regency, Ba3
Positive) on March 21, 2014.

Issuer: PVR Partners, L.P.

Upgrades:

  Senior Unsecured Rating, Upgraded to B1 (LGD4,60%) from B2
  (LGD5, 76%)

Withdrawals:

  Corporate Family Rating, Withdrew Ba3

  Probability of Default Rating, Withdrew Ba3-PD

  Speculative Grade Liquidity Rating, Withdrew SGL-3

Outlook Action:

Outlook Removed

Ratings Rationale

Pursuant to the merger agreement, PVR was merged with and into
Regency, with Regency continuing as the surviving entity. As a
result, PVR's senior unsecured notes were upgraded to B1 to match
Regency's existing unsecured note rating. Regency and Regency
Finance Corp. assumed all of PVR's outstanding notes which totaled
$1.2 billion. The subsidiary guarantors party to the PVR notes
will fully and unconditionally guarantee all payment obligations
of Regency and Regency Finance with respect to the Outstanding PVR
Notes. Given Regency's existing notes have similar subsidiary
guarantee arrangements, PVR's notes will rank pari passu with
Regency's existing notes.

Moody's are withdrawing PVR's CFR, PDR and SGL rating as well as
its positive outlook because PVR has ceased to exist following the
merger closure date.

The principal methodology used in this rating was the Global
Midstream Energy published in December 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

PVR Partners, L.P. (PVR) is a publicly traded Master Limited
Partnership (MLP) that was acquired by Dallas, Texas based Regency
Energy Partners LP for approximately $5.6 billion on March 21,
2014.


QUANTUM FOODS: Can Hire Winston & Strawn as Chapter 11 Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Quantum Foods, LLC, et al., to employ Winston & Strawn LLP as
bankruptcy counsel.

As reported in the Troubled Company Reporter on March 4, 2014,
the principal attorneys presently designated to represent the
Debtors, and their current standard hourly rates, are:

   a. Daniel J. McGuire, Esq.           $800 per hour
   b. Gregory M. Gartland, Esq.         $685 per hour
   c. Caitlin S. Barr, Esq.             $425 per hour

The range of hourly rates generally charged by Winston & Strawn,
subject to periodic adjustment, is:

   Partners                             $650-$1,285/hour
   Associates                           $425-$695/hour
   Paraprofessionals                    $160-$345/hour

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

Mr. McGuire, a member of the law firm of Winston & Strawn, LLP, in
Chicago, Illinois, assured the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

Mr. McGuire disclosed that Winston & Strawn received a retainer in
the amount of $50,000 on January 10, 2014, and an additional
retainer of $50,000 on February 14, 2014, in connection with the
planning and preparation of initial documents and its proposed
postpetition representation of the Debtors.  A portion of the
Retainer was applied to outstanding balances existing as of the
Petition Date, the Retainer will be replenished so that it remains
at $50,000 at all times.  The remainder will constitute a general
retainer as security for postpetition services and expenses.

Mr. McGuire also disclosed that his firm represented in the past
two years Anham FZCO, a top distributor of the Debtors' products,
Quizno's, a top end user of the Debtors' products, and Steakhouse
Steaks, a top distributor of the Debtors, in matters unrelated to
the Debtors' Chapter 11 cases.  He further discloses that his firm
currently represents American Food Distributors, AT&T, Comcast
Cable, ConAgra Food Ingredients Inc., Constellation Energy,
General Electric Capital Corporation, Heinz North America, Marsh
USA Inc., Midland Paper Company, Nestle, Quizno's, Tyson Foods,
Inc., Union Bank, Verizon Wireless, WalMart, and Waste Management,
Inc.

Mr. McGuire stated that consistent with the U.S. Trustee's
Appendix B - Guidelines for Reviewing Applications for
Compensation and Reimbursement of Expenses, his firm has not
agreed to a variation of its standard or customary billing
arrangements for its engagement and none of the firm's
professionals included in the engagement have varied their rate
based on the geographic location of the Chapter 11 cases.  He
added that his firm was retained by the Debtors pursuant to an
engagement agreement dated January 10, 2014.  He assures the Court
that the billing rates and material terms of the prepetition
engagement are the same as the rates and terms described in the
employment application.  Furthermore, Mr. McGuire said the Debtors
have approved or will be approving a prospective budget and
staffing plan for his firm's engagement for the postpetition
period as appropriate.  In accordance with the U.S. Trustee
Guidelines, the budget may be amended as necessary to reflect
changed or unanticipated developments, Mr. McGuire added.

Edgar Reilly, the chief administrative officer and general counsel
of Quantum Foods, LLC, related that in selecting Winston & Strawn,
the Debtors reviewed the rates of the firm, including rates for
bankruptcy services, and compared them to outside law firms that
the Debtors have used in the past to determine that the rates are
reasonable.  He confirmed that the rates Winston & Strawn charged
the Debtors in the period prior to the Petition Date are the same
as the rates the firm has indicated it will charge the Debtors
postpetition.

                        About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Winston &
Strawn, City Capital Advisors, LLC and FTI Consulting, Inc.
Young, Conaway, Stargatt & Taylor, LLP, is the local counsel.
City Capital Advisors is the investment banker.  BMC Group is the
claims and notice agent.


QUANTUM FOODS: Hires FTI to Provide CRO and Support Personnel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Quantum Foods, LLC, et al., to employ FTI Consulting, Inc., to
provide Michael Buenzow as designated chief restructuring officer
of the Debtors, and other temporary employees to provide
restructuring support services.

As reported in the Troubled Company Reporter on March 5, 2014,
FTI will, among other things, evaluate current liquidity position
and expected future cash flows and advise the Company in the
process of obtaining and maintaining debtor-in-possession
financing and assist the Company in preparing a collateral package
in support of the financing.  The CRO will lead management efforts
to further identify and implement both short-term and long-term
profit improvement, liquidity generating and debt reduction
initiatives in an effort to improve the ongoing viability of the
Company.

Pursuant to the Engagement Agreement, the Debtors agreed to
compensate FTI for the services of Temporary Employees at the
following hourly rates:

   Senior Managing Directors                  $780-$895
   Managing Directors                         $675-$745
   Directors                                  $560-$675
   Senior Consultants                         $410-$530
   Consultants                                $280-$380

Upon Mr. Buenzow's CRO role becoming effective, fees for Mr.
Buenzow will no longer be based on the aforementioned hourly rate
structure.  Fees for Mr. Buenzow's services as CRO will be billed
at a flat monthly rate of $125,000 for each full month during
which he is engaged as the CRO.  The firm will also be reimbursed
for any necessary out-of-pocket expenses.

Mr. Buenzow, a Senior Managing Director with FTI Consulting, Inc.,
assures the Court that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

On or about May 20, 2013, FTI received $25,000 from the Debtors,
which funds were to be held by FTI to be applied to FTI's
professional fees, charges and disbursements for a previous
engagement where FTI provided certain financial advisory and
consulting advice to the Debtors.  The Debtors paid FTI $931,322
for fees and expenses in connection with the financial advisory
and consulting engagement, which represented the entire fees and
expenses due to FTI for the engagement.  Accordingly, the initial
$25,000 Retainer remained outstanding.  Subsequently, on
January 10, 2013, FTI received an additional payment of $100,000
from the Debtors that was added to the Retainer to increase the
total Retainer to $125,000.  Since May 20, 2013, FTI has been paid
$931,322 from the Debtors for fees and expenses incurred during
the engagement in addition to the $125,000 Retainer.  Prior to the
Petition Date, FTI applied $25,000 of the existing Retainer of
$125,000 to outstanding prepetition fees and expenses.  At
present, there is $100,000 of remaining Retainer amounts.  The
total amount received by FTI from the Debtors in the previous 12
months totals $1,056,322.

                        About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Winston &
Strawn, City Capital Advisors, LLC and FTI Consulting, Inc.
Young, Conaway, Stargatt & Taylor, LLP, is the local counsel.
City Capital Advisors is the investment banker.  BMC Group is the
claims and notice agent.


QUANTUM FOODS: Court Okays Young Conaway as Delaware Co-Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Quantum Foods, LLC, et al., to employ Young Conaway Stargatt &
Taylor, LLP, as Delaware bankruptcy co-counsel.

As reported in the Troubled Company Reporter on March 5, 2014,
the principal attorneys and paralegal presently designated to
represent the Debtors, and their current standard hourly rates,
are:

   M. Blake Cleary, Esq.               $670
   Kenneth J. Enos, Esq.               $430
   Andrew L. Magaziner, Esq.           $350
   Michelle Smith, paralegal           $200

Other attorneys and paralegals from Young Conaway may from time to
time also serve the Debtors with rates ranging from $280 to $975
per hour for attorneys and $65 to $245 per hour for paralegals and
other paraprofessionals.  The firm will also be reimbursed for any
necessary out-of-pocket expenses.

Young Conaway received a retainer in the amount of $35,000 on
January 17, 2014, in connection with the planning and preparation
of initial documents and its proposed postpetition representation
of the Debtors.

Mr. Cleary, a partner at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, assured the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.  Mr. Cleary disclosed that his
firm currently represents AT&T, Verizon Wireless, IHOP, Crystal
Financial LLC, Petro Group LTD., and Great American Insurance
Company in matters unrelated to the Debtors' Chapter 11 cases.

Consistent with the United States Trustees' Appendix B -
Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses, Mr. Cleary said Young Conaway has not
agreed to a variation of its standard or customary billing
arrangements for this engagement and none of the firm's
professionals included in the engagement have varied their rate
based on the geographic location of the Chapter 11 cases.

Mr. Cleary added that Young Conaway was retained by the Debtors
pursuant to an engagement agreement dated as of January 17, 2014.
The billing rates and material terms of the prepetition engagement
are the same as the rates and terms described in the Application.
The Debtors have approved or will be approving a prospective
budget and staffing plan for Young Conaway's engagement for the
postpetition period as appropriate, Mr. Cleary tells the Court.
In accordance with the U.S. Trustee Guidelines, the budget may be
amended as necessary to reflect changed or unanticipated
developments.

Edgar Reilly, the Chief Administrative Officer and General Counsel
of Quantum Foods, LLC, related that the Debtors engaged Young
Conaway as their bankruptcy Delaware co-counsel at the
recommendation of Winston & Strawn, LLP, the Debtors' primary
counsel.  In selecting Young Conaway, the Debtors reviewed the
rates of Young Conaway, including rates for bankruptcy services,
and compared them to outside law firms that the Debtors have used
in the past to determine that the rates are reasonable, Mr. Reilly
further related.

                        About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Winston &
Strawn, City Capital Advisors, LLC and FTI Consulting, Inc.
Young, Conaway, Stargatt & Taylor, LLP, is the local counsel.
City Capital Advisors is the investment banker.  BMC Group is the
claims and notice agent.


QUANTUM FOODS: Gets Court Approval to Hire BMC as Claims Agent
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Quantum Foods, LLC and its affiliated debtors to hire BMC Group,
Inc., as claims and noticing agent.

As reported in the Troubled Company Reporter on Feb. 28, 2014,
although the Debtors have yet to file their schedules of assets
and liabilities, they anticipate that there will be in excess of
200 entities to be noticed.  In view of the number of anticipated
claimants and the complexity of the Debtors' business, the Debtors
submit that the appointment of a claims and noticing agent is both
necessary and in the best interests of the Debtors' estates and
their creditors.

Prior to the Petition Date, the Debtors provided BMC a retainer in
the amount of $20,000.

The fee scheduled agreed upon by the parties was not included in
the engagement agreement that was filed together with the
application.  The Debtors believe the rates and terms are
consistent with the market for comparable services.

                        About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Winston &
Strawn, City Capital Advisors, LLC and FTI Consulting, Inc.
Young, Conaway, Stargatt & Taylor, LLP, is the local counsel.
City Capital Advisors is the investment banker.  BMC Group is the
claims and notice agent.


QUANTUM FOODS: Has Final Authority to Tap $60 Million Crystal Loan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Quantum Foods, LLC, et al., final authority to obtain $60 million
in postpetition financing from Crystal Financial LLC as
administrative agent and collateral agent.

The Debtors are also given final authority to use cash collateral
securing their prepetition indebtedness.

All DIP Obligations will be immediately due and payable and all
authority to use the proceeds of the DIP Facility and to use Cash
Collateral will cease on the date that is the earliest to occur of
any of the following: (a) Aug. 18, 2014, (b) the date on which the
maturity of the DIP Obligations is accelerated and the commitment
under the DIP Facility have been irrevocably terminated as a
result of the occurrence of an event of default; (c) the failure
of the Debtors to obtain entry of the Final DIP Order on or before
the date which is 30 days after the date that the Interim DIP
Order was entered; (d) effective date of a Chapter 11 plan; or (e)
the closing of a sale following entry of an order authorizing the
sale of all or substantially all of the assets of the Debtors.

A full-text copy of the DIP Budget is available for free
at http://bankrupt.com/misc/QUANTUMFOODSdipbudget.pdf

                        About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Winston &
Strawn, City Capital Advisors, LLC and FTI Consulting, Inc.
Young, Conaway, Stargatt & Taylor, LLP, is the local counsel.
City Capital Advisors is the investment banker.  BMC Group is the
claims and notice agent.


QUIZNOS CORP: 7 Members Appointed to Creditors' Committee
---------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the U.S.
Bankruptcy Court for the District of Delaware that seven members
were appointed to the official committee of unsecured creditors in
the Chapter 11 cases of QCE Finance LLC, et al.

The Committee members are:

   (1) Aprendo Strada, Inc.
       1353 Ave. Luis Vigoreaux, PMB 259
       Guaymabo, P.R. 00966
       Phone: (787) 460-4401

   (2) DDR Corp.
       Attn: Eric Cotton, Esq.
       3300 Enterprise Parkway
       Beachwood, OH 44122
       Phone: (216) 755-5662
       Fax: (216) 755-1600

   (3) FX Networks
       Attn: Susy Li, Esq.
       10201 West Pico Boulevard, Building 103
       Los Angeles, CA 90035

   (4) Ghazi Hajj
       20969 Delgado Terrace
       Boca Raton, FL 33433

   (5) Maple Leaf Bakery Inc.
       Attn: Brett Hill
       1011 East Touhy Avenue, Suite 508
       Des Plaines, IL 60018
       Phone: (847) 655-8163
       Fax: (847) 655-8110

   (6) Pepsi-Cola Company
       Attn: Taylor L. Ricketts
       1100 Reynolds Blvd.
       Winston-Salem, NC 27105
       Phone: (336) 896-5863
       Fax: (336) 896-6003

   (7) John Brandon Turner
       395 S. Vine Street
       Denver, CO 80209


RAY FISHER PHARMACY: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Ray Fisher Pharmacy, Inc.
           fdba Diabetes Supply of California, Inc.
           fdba Diabetic Supply of California, Inc.
           dba Fisher Ray Pharmacy
           dba Fisher Ray Pharmacy Equipment & Supplies
           dba Fisher Pharmacy, Inc.
           dba Fisher Ray Pharmacy Equipment
           dba Ray Fisher Pharmacy
           dba Ray Fisher
           dba Ray Fisher Medical Equipment & Supplies
           dba Ray Fisher Pharmacy & Medical Supplies, Inc.
           dba Ray Fisher Pharmacy Equipment
           dba Ray Fisher Pharmacy Equipment and Supplies
           dba Ray Fisher Pharmacy Inc., a Corporation
           dba Ray Fisher Pharmacy Inc., a California Corporation
           dba Ray Fisher Pharmacy United Drugs
        6629 N Blackstone
        Fresno, CA 93710

Case No.: 14-11595

Chapter 11 Petition Date: March 31, 2014

Court: United States Bankruptcy Court
       Eastern District of California (Fresno)

Judge: Hon. Fredrick E. Clement

Debtor's Counsel: Alan M. Kindred, Esq.
                  LEECH TISHMAN FUSCALDO & LAMPL, LLC
                  215 N Marengo Ave #135
                  Pasadena, CA 91101
                  Tel: 818-636-5933

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Randy H. Asai, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb14-11595.pdf


REGENCY OF BOROUGH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Regency of Borough Park, LLC
        5150 Overland Avenue
        Culver City, ca 90230

Case No.: 14-16041

Chapter 11 Petition Date: March 31, 2014

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Hon. Thomas B. Donovan

Debtor's Counsel: Jerome Bennett Friedman, Esq.
                  FRIEDMAN LAW GROUP, P.C.
                  1900 Ave of the Stars 11th Fl
                  Los Angeles, CA 90067-4409
                  Tel: 310-552-8210
                  Fax: 310-733-5442
                  Email: jfriedman@jbflawfirm.com

Total Assets: $150,000

Estimated Liabilities: $36.30 million

The petition was signed by Renee Davis, president of JAM Property
Management, Inc., manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-16041.pdf


RIVIERA HOLDINGS: In Talks With Lenders Over Default
----------------------------------------------------
Riviera Holdings Corporation disclosed that as of December 31,
2013, it was in default under its Series A Credit Agreement and
the Series B Credit Agreement.  As a result, the interest rate the
Company pay on amounts outstanding under each credit agreement may
increase.

"An increase in the interest rate would negatively affect our
available cash and results from operations. Further, the Required
Lenders (as defined in the Series A Credit Agreement and the
Series B Credit Agreement, respectively) and administrative agent
under the Series A Credit Agreement and the Series B Credit
Agreement, respectively, have the right to accelerate repayment of
all amounts owed under each of the agreements and requires us to
repay such amounts immediately," the Company said.

"In the event that we were to repay all such amounts owed, we
would not have sufficient capital resources to cover our operating
losses and would need to obtain additional capital, including
additional equity financing, debt financing or capital
contributions from stockholders, if available to us. There can be
no assurance that financing will be available in amounts or on
terms acceptable to us, if at all. Failure to secure any necessary
additional financing would have a material adverse effect on our
operations and ability to continue as a going concern. Any
additional equity financing may result in substantial dilution to
our then existing stockholders."

The Company disclosed in a regulatory filing with the Securities
and Exchange Commission that subsequent to emergence from
bankruptcy, the Company has generated net losses from continuing
operations before income tax benefits of $26.8 million, $56.6
million and $19.3 million for the years ended December 31, 2013
and 2012 and for the period April 1, 2011 through December 31,
2011, respectively, and has an accumulated deficit of $71.3
million at December 31, 2013.  The Company has total cash and cash
equivalents of $20.7 million and a net working-capital deficit of
$33.5 million at December 31, 2013.  The net working-capital
deficit includes $50.0 million of the Company's Series A Credit
Agreement and $32.8 million of the Company's Series B Credit
Agreement, both of which are classified as currently payable due
to the defaults.

The Company said it is currently in negotiations with its lenders,
who are also stockholders, under the Credit Agreements concerning
new financial covenants and other amendments to the Credit
Agreements to resolve the existing default. There can be no
assurance that the Company will be successful in doing so or that
such amendments will be on favorable terms to the Company.

These conditions raise substantial doubt about the Company's
ability to continue as a going concern, said Ernst & Young LLP, in
Las Vegas, Nevada, the Company's outside auditor, in its March 31,
2014 audit report.

At Dec. 31, 2013, the Company had $206,558,000 in total assets,
including $65,135,000 in current assets, against total liabilities
of $120,980,000, which include current liabilities of $98,649,000.

A copy of the Company's annual report is available at:

     http://is.gd/Y0ytIU

                      About Riviera Holdings

Riviera Holdings Corporation, through its wholly owned subsidiary,
Riviera Operating Corporation, owns and operates the Riviera Hotel
& Casino located on Las Vegas Boulevard in Las Vegas, Nevada.
Riviera Hotel & Casino, which opened in 1955, has a long-standing
reputation for delivering traditional Las Vegas-style gaming,
entertainment and other amenities.

On July 12, 2010, RHC, ROC and the Riviera Black Hawk casino filed
petitions for relief under the provisions of Chapter 11 of the
United States Bankruptcy Code with the United States Bankruptcy
Court for the District of Nevada.  On Nov. 17, 2010, the
Bankruptcy Court entered a written order confirming the Debtors'
Second Amended Joint Plan of Reorganization. On December 1, 2010,
the Plan became effective.  On April 1, 2011, the Debtors emerged
from reorganization proceedings under the Bankruptcy Code.

Thomas H. Fell, Esq., at Gordon Silver, represented the Debtors in
the Chapter 11 cases.  XRoads Solutions Group, LLC, served as the
financial and restructuring advisor.  Garden City Group Inc.
served as the claims and notice agent.

On April 26, 2012, RHC completed the sale of Riviera Black Hawk
casino to Monarch Casino and Resorts, Inc., and its wholly-owned
subsidiary Monarch Growth Inc.  The Buyer purchased Riviera Black
Hawk by acquiring all of the issued and outstanding shares of
common stock of RHC's subsidiary Riviera Black Hawk.  The Buyer
paid $76 million for the stock, subject to certain post-closing
working capital adjustments.  At the closing, ROC paid or
satisfied substantially all of RBH's indebtedness (which consisted
of inter-company accounts and equipment leases) and placed $2.1
million of working capital in a restricted bank account.
Accordingly, the Company has reflected the business, including
gain on sale, as discontinued operations.

In July 2013, Moody's Investors Service downgraded Riviera
Holdings' ratings, including its Corporate Family Rating to
Caa3 from Caa2 and its Probability of Default Rating to Caa3-PD
from Caa2-PD. At the same time, Moody's downgraded Riviera's first
lien term loan and revolver to Caa2 from Caa1, its second lien
term loan to Ca from Caa3 and its Speculative Grade Liquidity
rating to SGL-4 from SGL-3. The rating outlook is negative.

The downgrade reflected Moody's view that Riviera's capital
structure is unsustainable given growing operating losses and its
inability to cover debt service and capex needs given limited
available cash balances.  Moody's at that time said that, although
the company continues to pay required interest on time, it remains
in technical default of financial covenants.


SALINAS INVESTMENTS: Case Summary & 14 Unsecured Creditors
----------------------------------------------------------
Debtor: Salinas Investments
        c/o Law Offices of William B Kingman PC
        4040 Broadway, Suite 450

Case No.: 14-50847

Chapter 11 Petition Date: March 31, 2014

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Hon. Ronald B. King

Debtor's Counsel: William B. Kingman, Esq.
                  LAW OFFICES OF WILLIAM B. KINGMAN, PC
                  4040 Broadway, Suite 450
                  San Antonio, TX 78209
                  Tel: (210) 829-1199
                  Email: bkingman@kingmanlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Roberto Salinas, managing partner.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb14-50847.pdf


SANUWAVE HEALTH: Closes $10MM Private Placement Led By RA Capital
-----------------------------------------------------------------
SANUWAVE Health, Inc., has closed a private placement with
institutional and select accredited investors raising total gross
proceeds of $10.1 million.  The financing was led by established
life-sciences investor RA Capital Management, LLC, a Boston-based
healthcare crossover fund that invests in development-stage
private and public drug, medical device, and diagnostic companies
and also included existing shareholders.  Included in the total is
the conversion into equity, under the same terms as the private
placement, of $815,000 of convertible notes with existing
shareholders, including a member of the management team.

Net proceeds will be used to fund the Company's pivotal
supplemental Phase III clinical trial in diabetic foot ulcers
using the Company's dermaPACE(R) device and for working capital
and general corporate purposes.

In conjunction with the private placement and the note conversion,
the Company issued common stock, and preferred stock convertible
into common stock, totaling 20.2 million shares of common stock on
a fully converted basis at a price of $0.50 per share.  The
Company also issued to the investors warrants to purchase up to
25.25 million shares of common stock at an exercise price of $0.50
and 15.15 million shares of common stock at $1.50.  The warrants
are immediately exercisable and have an exercise term of five
years and one year, respectively.

"With the support from a very well respected life-sciences
institution - RA Capital - and continued support from existing
shareholders and our entire staff, we have substantially improved
our balance sheet.  This funding strengthens our financial
stability, allows us to pursue our growth strategies, and
accelerates the timing for moving to a national exchange,"
commented Joseph Chiarelli, chief executive officer of SANUWAVE.
"These additional financial resources should provide us with the
capital necessary to submit our PMA, assuming positive results, in
the fourth quarter of 2014 for the dermaPACE device."

Kevin Richardson, Chairman of SANUWAVE, also commented, "We are
pleased to have RA Capital as a new investor for SANUWAVE.  Their
support and understanding of our technology and strategy enhances
our team's ability to deliver positive results.  In addition, if
it were not for our existing shareholders' support and
perseverance, we would not now be in this position - being able to
achieve a primary goal of the Company."

Newport Coast Securities acted as sole placement agent in
connection with this transaction.

Additional information is available for free at:

                        http://is.gd/0d33R1

                       About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

BDO USA, LLP, in Atlanta, Georgia, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations, has a net
working capital deficit, and is economically dependent upon future
issuances of equity or other financing to fund ongoing operations,
each of which raise substantial doubt about its ability to
continue as a going concern.

SANUWAVE Health reported a net loss of $6.40 million on $769,217
of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $10.23 million on $802,572 of revenue in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $1.75
million in total assets, $7.80 million in total liabilities and a
$6.04 million total stockholders' deficit.


SCIENTIFIC LEARNING: Noel Moore Stake at 7.7% as of Dec. 31
-----------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Noel G. Moore disclosed that as of Dec. 31, 2013, he
beneficially owned 1,836,710 shares of common stock of Scientific
Learning Corporation representing 7.7 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/a6TJtL

                   About Scientific Learning Corp

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

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

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


SCRUB ISLAND: Hearing on Plan Outline on April 14
-------------------------------------------------
Scrub Island Development Group Limited and Scrub Island
Construction Limited on March 19 delivered a Joint Plan of
Reorganization and explanatory disclosure statement to the
Bankruptcy Court in Tampa, Florida.

Pursuant to the Plan, the Debtors will continue to focus on
developing Scrub Island Resort, Spa & Marina, located in the
British Islands, and for SIDG to emerge from Chapter 11 as a
viable business entity.  Following the effective date, Reorganized
SIDG will continue to operate the Scrub Island Resort as a
Marriott Autograph Collection Hotel.  The Plan says an entity will
invest $9,075,000 in Reorganized SIDG in exchange for a majority
ownership in the reorganized entity.  The funds will be paid to
FirstBank Puerto Rico.  In addition, certain SIDG shareholders
will contribute $6,000,000 in exchange for a minority stake in the
reorganized entity.

The Debtors believe the going concern value of SIDG's business is
greater than the liquidation value of its assets.  The Debtors
said holders of unsecured claims will have a substantially greater
return under the Plan than if FirstBank Puerto Rico were to
foreclose on its secured claims or if the Debtors were liquidated
under Chapter 7.

Under the Plan, FirstBank will have an allowed secured claim of
$37,500,000.  Reorganized SIDG will make a cash payment of
$7,500,000 following the closing of the investment, thereby
reducing the bank's claim.  As to the remaining amount, the
Debtors will execute a term note in favor of the bank, which term
note will have a maturity of five years and pay interest at 350
basis points over the 1-month LIBOR rate, but shall never be less
than 4.25%.  For the first 24 months, Reorganized SIDG will make
interest only payments and, for the next 36 months, it will be
required to make monthly payments of principal and interest based
on an amortization period of 25 years.

Reorganized SIDG will also make a cash payment of $1,275,000 from
the Plan investment, which funds will be used as an interest
reserve for the new term note.

The term note is secured by a first lien on all of the Scrub
Island real estate.

According to the Plan, FirstBank will also have an allowed
deficiency claim of $84,895,719, which is classified in Class 11.

The Plan says Holders of an allowed unsecured claim in Class 11
will receive distributions in cash over a five year period from
Reorganized SIDG in an amount equal to 100% of that Holder's
allowed Class 11 Unsecured Claim.  The Plan also says the Debtors
believe the total allowed claims and disputed claims in Class 11
are roughly $910,000.

A copy of the Disclosure Statement explaining the Plan is
available at

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

The Court will hold a hearing on the Disclosure Statement and to
fix time for the filing of Fee and Other Administrative Expense
Applications on April 14, 2014 at 9:30 a.m..

                           *     *     *

On February 28, the Debtors and FirstBank filed a motion
requesting approval of an agreement reached between the two
parties.  The agreement states that FirstBank, who has senior
secured claim on the real property, comprising the Scrub Island
Resort, will not sell or negotiate its claims against the Debtors
to any party other than Shaner Sunshine LLC or its affiliates
through and including April 1, 2014, without the Debtors' prior
consent.

The Bankruptcy Court filed on March 3, 2014, an order approving
the "No Shop" agreement, and the exclusivity terms.

The Debtors sought approval of the agreement because they state
that they are engaged in various negotiations. At the forefront of
these negotiations are discussions between the Debtors, FirstBank,
and Shaner pursuant to which Shaner will become the majority
equity participant in the Debtors and will contribute cash to fund
a plan that will restructure the claims of FirstBank in a
consensual manner. The Debtors assert that all parties believe
that a consensual plan is obtainable.

The Debtors state that as part of any consensual plan between the
parties, the Debtors and their shareholders will agree to release
claims against FirstBank and its officers, directors and other
affiliates. In exchange, the Debtors state that FirstBank has
agreed that, if the Debtors file a plan of reorganization on or
before March 19, 2014, it will not sell or transfer its claims or
loan documents and will engage in no negotiations to sell or
transfer its claims or loan documents with any third parties
through and including April 1, 2014, without the Debtors' written
consent.

The Debtors further state that prohibiting the transfer of
FirstBank's claims will aid the confirmation process and will
permit a consensual plan of reorganization to be brought before
the Court for approval at the earliest possible time.

The Debtors filed on March 7, 2014, a motion requesting an
extension of the exclusive periods wherein only they have the
right to file a plan of reorganization and disclosure statement.
The Debtors previously filed a motion to extend the time to file
the plan.  The Court approved that motion and extended the
deadline to March 7.  In this new motion, Debtors are requesting
the court to further extend the deadline to March 19.

The Debtors state they need the March 19 extension because they
are currently in discussions and negotiations with key creditors
regarding their claims, assumption of executor contracts, and
other critical issues relating to the formulation of their plan of
reorganization.  The Debtors state they need additional time to
complete these discussions and negotiations.

The Bankruptcy Court filed on March 7, 2014, an order granting the
March 19 extension.

                         About Scrub Island

Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, and its affiliate, Scrub Island
Construction Limited, sought bankruptcy protection (Bankr. M.D.
Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a
receivership Scrub Island claims was secretly put in place by its
lender.  The bankruptcy case is assigned to Judge Michael G.
Williamson.

The 230-acre resort operates as a Marriott Autograph Collection
property.  It has 52 rooms and suites, a spa and a 55-slip marina.

Scrub Island Development Group scheduled $125,569,235 in total
assets and $130,695,731 in total liabilities.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Official Committee of Unsecured Creditors appointed in Scrub
Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice,
Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A.,
as general counsel.


SEARS HOLDINGS: Incurs $1.4 Billion Net Loss in 2013
----------------------------------------------------
Sears Holdings Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $1.36 billion on $36.18 billion of merchandise sales
and services in 2013 as compared with a net loss of $930 million
on $39.85 billion of merchandise sales and revenues in 2012.  The
Company incurred a net loss of $3.14 billion in 2011.

As of Feb.1, 2013, the Company had $18.26 billion in total assets,
$16.07 billion in total liabilities and $2.18 billion in total
equity.

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

                        http://is.gd/fVWZ10

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94 percent stake in Sears Canada and an 80.1 percent stake in
Orchard Supply Hardware.  Key proprietary brands include Kenmore,
Craftsman and DieHard, and a broad apparel offering, including
such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer,
as well as the Apostrophe and Covington brands.  It also has the
Country Living collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

                           Junk Rating

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to Caa1 from B3.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."


SECUREALERT INC: Acquires Israel-Based GPS Surveillance System
--------------------------------------------------------------
SecureAlert, Inc., has agreed to acquire GPS Global Tracking &
Surveillance System Ltd. (GPS Global), a privately-held technology
research, development and services company, from Eli Sabag, an
individual residing in Israel.  The purchase price for the Shares
is $7,811,404 and is payable in cash and shares of Company's
common stock.

GPS Global brings to SecureAlert a suite of innovative technology
solutions and services for locating, tracking, tracing, monitoring
and surveillance of offenders, vehicles, facilities and human
resources.  In addition to expanding its global presence,
SecureAlert gains a significant R&D presence in a nation well-
known for its many entrepreneurial innovations in technology,
electronics and security systems.

Closing of the acquisition is expected on or about April 1, 2014,
subject to conditions, representations and warranties customary in
transactions of this type.  Further details regarding the GPS
Global acquisition are contained in a Current Report on Form 8-K,
a copy of which is available for free at http://is.gd/FyQre2

Founded in 2007, GPS Global's advanced technology and software are
the foundation for some of the most efficient and precise
location, tracking, monitoring and surveillance technology
solutions offered in the fast-growing worldwide monitoring
industry.  SecureAlert plans to capitalize on GPS Global's success
and the country's considerable R&D resources by locating
development of its next-generation product in Israel.

"We evaluated many successful companies as acquisition candidates
to launch our expansion strategy, which in turn will accelerate
SecureAlert's progress toward establishing a strong leadership
position in the evolving electronic monitoring industry," said
SecureAlert Chairman Guy Dubois.  "GPS Global brings considerable
and immediate value to SecureAlert by virtue of its seasoned
management team, Israel-based R&D capabilities and extensive
business connections across many international markets."

GPS Global's owner and Chairman Eli Sabag served as an officer in
an elite Israeli Defense Forces unit, and has many years of
experience in providing premium security and investigation
services to corporate, institutional and private clients around
the world.  Mr. Sabag will spearhead SecureAlert's business
development in Europe, Asia and other markets outside the
Americas.  He will also lead consolidation of SecureAlert's R&D
efforts at its Israel facilities.

"We are excited for GPS Global to become a part of SecureAlert,
and to use our combined talents and resources to propel the
world's most innovative electronic monitoring technologies into
expansive new markets," said Mr. Sabag.  "Together we expect to
develop and introduce a new generation of cost-efficient, high-end
solutions to meet the needs of thousands of government agencies
and businesses of all sizes."

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

                        http://is.gd/0eZN5y

                         About SecureAlert

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

SecureAlert incurred a net loss attributable to the Company's
common stockholders of $18.95 million for the year ended Sept. 30,
2013, following a net loss attributable to the Company's common
stockholders of $19.93 million for the fiscal year ended Sept. 30,
2012.

As of Dec. 31, 2013, the Company had $28.57 million in total
assets, $5.72 million in total liabilities and $22.84 million in
total equity.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2013.  The independent
auditors noted that the Company has incurred losses, negative cash
flows from operating activities, notes payable in default and has
an accumulated deficit.  These conditions raise substantial doubt
about its ability to continue as a going concern.


SESAC HOLDCO: Moody's Rates $115MM First Lien Term Debt 'B2'
------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to SESAC Holdco
II LLC's ("SESAC" or the "company") proposed $115 million
incremental first-lien term loan and downgraded the ratings on the
existing first-lien term loan tranche ($233 million outstanding)
and senior secured revolving credit facility to B2 from B1 and
Probability of Default Rating to B3-PD from B2-PD. Moody's also
affirmed SESAC's B2 Corporate Family Rating (CFR). The rating
outlook is stable.

Net proceeds will be used to retire the entire second-lien credit
facility, which currently has $110 million outstanding. The
transaction has no impact on the CFR because the term loan add-on
will refinance the second-lien facility, without a material
increase in debt. However, given the elimination of second-lien
junior debt from SESAC's capital structure, the first-lien credit
facility's rating was downgraded by one notch to B2 to reflect the
higher loss absorption this class of debt will now sustain in a
distressed scenario under Moody's Loss Given Default (LGD)
Methodology. Moody's also revised the expected mean family
recovery rate to 65% from 50% due to the new single-class of bank
debt in the capital structure, which is reflected in the PDR's one
notch downgrade to B3-PD.

SESAC will seek an amendment to the first-lien credit agreement to
upsize the facility's accordion feature for the add-on tranche,
which is expected to mirror the terms, conditions and maturity of
the existing first-lien term loan. Moody's view the refinancing
transaction favorably due to the comparatively lower interest rate
on the incremental term loan, which will reduce annual cash
interest expense by roughly $5 million.

Ratings Assigned:

   $115 Million Senior Secured Incremental First-Lien Term Loan
   due 2019 -- B2 (LGD-3, 35%)

Ratings Downgraded:

   Probability of Default Rating to B3-PD from B2-PD

   $15 Million Senior Secured Revolving Credit Facility due 2018
   to B2 (LGD-3, 35%) from B1 (LGD-3, 33%)

   $233 Million (originally $235 Million) Senior Secured First-
   Lien Term Loan due 2019 to B2 (LGD-3, 35%) from B1 (LGD-3,
   33%)

Ratings Affirmed:

Corporate Family Rating -- B2

The assigned rating is subject to review of final documentation
and no material change in the size, terms and conditions of the
transaction as advised to Moody's. Moody's will withdraw the Caa1
rating and LGD assessment on the second-lien term loan facility
upon full repayment.

Ratings Rationale

SESAC's B2 CFR reflects the company's high financial leverage of
5.9x total debt to EBITDA (Moody's adjusted as of December 31,
2013), which stems from the December 2012 LBO, and small scale
relative to competitors. Moody's projects the company will de-
lever to the mid-5x range over the next twelve months fueled by
continued growth and high retention in the affiliate base and
licensee network, which should support EBITDA expansion, and aided
by the scheduled debt amortization and mandatory excess cash flow
sweep on the term loan. SESAC generated LTM revenue of
approximately $167 million through December 2013, representing a
small percentage of the Performing Rights Organization (PRO)
market (estimated at roughly 7% share), which is dominated by its
much larger competitors, ASCAP and BMI.

SESAC's ratings also capture the history of aggressive financial
behavior, including dividend payments and preferred share
redemptions totaling over $175 million since fiscal year 2008.
Though the terms of the bank credit agreement limit the company's
ability to distribute cash to shareholders, Moody's are mindful
that amendments or refinanced credit facilities with less
restrictive covenants could circumvent restricted payments.
Following the November 2013 departure of SESAC's Chairman and CEO,
Stephen Swid, there is some concern since Moody's believes much of
SESAC's historic success was attributable to his influence and
valuable connections in the music industry. Easing this concern is
the fact that SESAC's President and COO, Pat Collins, and his
senior management team will remain in place and continue to manage
the day-to-day operations of the business. The potential for
prolonged litigation associated with the current antitrust
allegations against SESAC is also factored in the B2 CFR.

Ratings are supported by Moody's expectation for positive free
cash flow generation, stable EBITDA margins and continued revenue
and EBITDA growth. Moody's believes this will be driven by SESAC's
further share gains in an underpenetrated PRO market, growth in
higher margin segments and negotiated price increases in existing
contracts. Ratings are also supported by the stable contractual
nature and diversification of its growing licensee contracts, with
the two largest licensees accounting for just under 7% of total
revenue, largest affiliate representing less than 6% of royalties
paid, relatively high barriers to entry in the PRO space and
favorable regulatory trends. The contractual nature of the
business and high retention rates provide the company not only
with a stable and predictable revenue stream, but also consistent
annual rate increases and automatic renewals, which help drive
year-over-year growth.

Rating Outlook

SESAC's stable rating outlook reflects Moody's expectation of
continued top-line revenue and EBITDA growth in the mid-to-high
single-digit range resulting in modest de-leveraging over the
rating horizon. Moody's project free cash flow to be in the range
of $15-$20 million, allowing SESAC to de-lever to the mid-5x range
over the next 12-15 months.

What Could Change the Rating - Up

Given the company's high financial leverage of 5.9x (Moody's
adjusted as of December 31, 2013), SESAC is weakly positioned in
the B2 rating category. However, Moody's would consider a rating
upgrade if the company were to meaningfully reduce leverage to the
low 4x range driven by our expectation of continued revenue and
EBITDA expansion. Moody's would also look for continued free cash
flow generation resulting in free cash flow to debt around 10%.

What Could Change the Rating - Down

Ratings could see downward pressure if financial leverage is
sustained above 6.0x (Moody's adjusted) or if EBITDA growth is
insufficient to keep free cash flow as a percentage of debt around
5%. Additional leveraging transactions or sizable distributions to
shareholders could also result in a downgrade. To the extent any
plaintiff is successful in the pending lawsuits against the
company resulting in significant damages above the contemplated
litigation escrows, Moody's could lower the rating.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in Nashville, Tennessee, SESAC is a Performing
Rights Organization (PRO) which represents songwriters, music
publishers and other creators of music. The company is the
smallest of the three PROs in the US and generates revenue from
the public performances of their affiliates' music, by collecting
licensing income from broadcasters and other users of music and
distributing royalties to its affiliate base of songwriters,
publishers and composers. In December 2012, private equity firm
Rizvi Traverse Management LLC ("Rizvi Traverse") acquired 75% of
SESAC (management owns the remaining 25%) in a LBO for roughly
$591 million. Revenue for the twelve months ended December 31,
2013 totaled approximately $167 million.


SMOKEY MOUNTAIN: Sec. 341 Creditors' Meeting Today
--------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of Smokey Mountain
Developers, LLC on April 3, 2014, at 11:00 a.m.  The meeting will
be held at BK Meeting Room, First Floor Knoxville, TN.

Proofs of claim are due July 7, 2014.

Smokey Mountain Developers LLC filed a Chapter 11 petition (Bankr.
D. Tenn. Case No. 13-51532) on Aug. 30, 2013 in Greeneville,
Tennessee.  Michael E. Collins, Esq. at Greeneville, in Tennessee,
serves as counsel to the Debtor.


STELERA WIRELESS: UST Names 2-Member Equity Committee
-----------------------------------------------------
The U.S. Trustee appointed two members to an Equity Security
Holders' Committee in the Chapter 11 cases of Stelera Wireless,
LLC.

The Equity Committee members are:

      1. G. Edward Evans
         401 N. Wabash Ave., Unit 301
         Chicago, IL 60611
          Representative: G. Edward Evans
          Phone: 405-474-7100

       2. John D. Curtis, Sr.
          26110 Countryside
          Spicewood, TX 78669
          Representative: John D. Curtis, Sr.
          Telephone: 214-384-3800

                    About Stelera Wireless, LLC

Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D.
Okla. Case No. 13-13267) on July 18, 2013.  Tim Duffy signed the
petition as chief technology officer/manager.  Judge Niles L.
Jackson presides over the case.  The Debtor disclosed $18,005,000
in assets and $30,809,314 in liabilities as of the Chapter 11
filing.

Christensen Law Group, PLLC, serves as the Debtor's primary
counsel.  Mulinix Ogden Hall & Ludlam, PLLC, serves as additional
bankruptcy counsel.  Wilkinson Barker Knauer, LLP, serves as the
Debtor's special counsel.  American Legal Claims Services, LLC
serves as official noticing agent.  Falkenberg Capital Corporation
serves as the Debtor's broker.

The official committee of unsecured creditors is represented by
attorneys at Gablegotwals.

The Troubled Company Reporter reported on Dec. 10, 2013, the Hon.
Niles Jackson of the U.S. Bankruptcy Court for the Western
District of Oklahoma authorized Stelera Wireless to sell its
Federal Communications Commission licenses to: AT&T Mobility
Spectrum LLC, as purchaser; and Atlantic Tele-Network, Inc., as
backup purchaser.  In an auction held Nov. 20, 2013, AT&T's bid
was the highest and best offer for the FCC licenses, while
Atlantic's, the stalking horse purchaser, was the second highest.
Pursuant to the APA, the aggregate purchase price to be paid by
AT&T will be $6,020,000.

Judge Jackson has extended the Debtor's exclusive periods to file
a Chapter 11 Plan until May 1, 2014, and solicit acceptances for
that Plan until July 1.


STHI HOLDINGS: Moody's Places B2 CFR on Review for Downgrade
------------------------------------------------------------
Moody's Investors Service placed all ratings of STHI Holdings
Corporation, the parent company of Sterigenics Holdings, Inc.
(collectively, "Sterigenics"), under review for downgrade. These
include the company's B2 Corporate Family Rating and B2-PD
Probability of Default rating. The review was prompted by
Sterigenics' announcement that it has entered into a definitive
agreement to acquire Nordion Inc., a provider of products and
services to the global health science market.

The total transaction is valued at approximately US$727 million
and will be funded using a combination of new debt facilities and
equity financing, Sterigenics' cash on hand, and a portion of
Nordion's cash on hand.

"The review reflects the potential increase in business risks as
well as the possibility of higher leverage from the incremental
debt to be incurred to finance the acquisition," explained Moody's
Senior Analyst, John Zhao. "However, this transaction will help
secure a longer-term supply for Cobalt-60, a radioactive isotope
used in Sterigenics' gamma radiation sterilization business, from
Nordion which is its existing primary supplier."

In Moody's opinion, Nordion's business profile is weak due to its
comparatively weak operating margins, earnings volatility,
business risks related to uncertain future supply and potential
environmental liabilities of some key raw materials, customer
concentration, and legal risks related to on-going internal
investigations. For these reasons, Sterigenics could face material
integration risks as it seeks to assimilate Nordion.

Moody's review will focus on the business risks of the post-
transaction company, as well as the funding structure and its
impact on the company's credit metrics.

Nordion is focused on the development, processing, and shipment of
radioactive isotopes to provide products for prevention, diagnosis
and treatment of disease. Nordion's revenues and earnings are
susceptible to volatility of some key raw materials which are in
limited supply. For instance, one of the key risks in the future
may arise from the disruption of supply of Molybdenum-99 (Mo-99),
a reactor-based medical isotope. Nordion depends upon a nuclear
reactor operated by Atomic Energy of Canada Ltd. (AECL) in Chalk
River, Ontario, for the supply of the majority of its Mo-99.
However, the Canadian government, which owns AECL, has stated that
it intends to stop producing medical isotopes from the NRU reactor
by 2016.

The following ratings were placed under review for downgrade:

  Corporate Family Rating of B2;

  Probability of Default Rating of B2-PD; and

  $475 million Senior Secured Notes due 2018, rated B2
  (LGD 3, 46%)

Ratings Rationale

The B2 Corporate Family rating (currently under review for
downgrade) is constrained by Moody's expectation that the company
will continue to operate with high leverage and modest free cash
flow and interest coverage. Sterigenics' business has high fixed
operating costs and capital expenditures, which limits free cash
flow and can lead to significant earnings volatility. Other risks
include the company's small absolute size and supplier and
customer concentration. The rating also reflects the potential for
event risk associated with the highly sensitive nature of the
company's raw materials, including radioactive isotopes and toxic
gases.

The B2 rating is supported by Sterigenics' leading position in the
contract sterilization market, a niche but growing area. The
contract sterilization industry has high barriers to entry and
customer switching costs, leading to relatively stable market
shares and long-term customer relationships. These factors, along
with price increases and the industry trend of increased
outsourcing of sterilization services by medical device
manufacturers, will support positive revenue and EBITDA growth
over the next 12 to 18 months. The company's focus on medical
device and food safety markets also supports the rating as these
markets are less sensitive and cyclical in economic downturns.

STHI Holding Corporation, the parent company of Sterigenics
Holdings Inc., (collectively, "Sterigenics"), headquartered in Oak
Brook, IL, is a provider of contract sterilization and ionization
services for medical devices, food safety, and advanced materials
applications. Sterigenics is owned by GTCR, a Chicago based
private equity firm. For the twelve months ended September 30,
2013, Sterigenics recognized revenues of approximately $316
million.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.


TEAM NATION: Suspending Filing of Reports with SEC
--------------------------------------------------
Team Nation Holdings, Corp., filed with the U.S. Securities and
Exchange Commission a Form 15 for the purpose of terminating the
registration of its common stock under Section 12(g) of the
Securities Exchange Act of 1934.  Under the Exchange Act, the
Company is eligible for termination because there were less than
500 record holders of its common shares and the total assets of
the Company have not exceeded $10 million on the last day of each
of the Company's most recent three fiscal years.  As a result of
the Form 15 filing, the Company's duty to file any reports will be
suspended.

                        About Team Nation

Newport Beach, Calif.-based Team Nation Holdings Corporation is a
management and services company specializing in management
solutions for title companies and providing title production
services.

The Company reported net income of $323,051 on $1.08 million
of total revenue for the nine months ended Sept. 30, 2011,
compared with net income of $375,694 on $1.25 million of total
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.04 million in total assets, $5.57 million in total liabilities,
and a $2.52 million total shareholders' deficit.

As reported by the TCR on April 13, 2011, Kelly & Company, in
Costa Mesa, Calif., said in its report that the Company's
significant debt servicing requirements, its ongoing operating
losses and negative cash flows along with the depressed value of
its common stock gives raise to substantial doubt about the
Company's ability to continue as a going concern.  The Company
has sustained recurring losses and negative cash flows from
operations, at Dec. 31, 2010 it had negative working capital of
$4.2 million, total liabilities of $6.9 million, and a
stockholders' deficit of $3.9 million.  The Company's only
significant source of revenue, and its sole customer, is a related
party.  The Company expects that it will need to raise substantial
additional capital to accomplish its business plan over the next
several years and plans to generate the additional cash needed
through the sale of its common stock that currently has a
depressed value.  The Company's most significant asset is a group
of eight non-current notes receivable - related party issued by
the Company's directors, amounting to $2.2 million at Dec. 31,
2010 (representing 73% of total assets).


TRUVEN HEALTH: Moody's Lowers Corp. Family Rating to 'B3'
---------------------------------------------------------
Moody's Investors Service downgraded Truven Health Analytics,
Inc.'s ratings by one notch, reflecting Moody's view that
earnings, cash flow, and credit metrics will not meet previous
expectations over the next 12 to 18 months. The ratings downgraded
include the Corporate Family Rating, to B3 from B2; Probability of
Default Rating, to B3-PD from B2-PD; the outstanding senior
secured credit facilities, including its $50 million revolving
credit facility and its $535 million first lien term loan, to B1
from Ba3; and its outstanding senior unsecured notes, to Caa2 from
Caa1. The term loan is being upsized by approximately $100 million
to finance the acquisition of a provider of strategic and
operational consulting services, repay outstanding revolver
borrowings, and pay associated fees and expenses. The rating
outlook is stable.

The downgrade reflects Moody's expectation that the company will
continue to face near-term operating challenges, which could
further delay the company's progress in reducing adjusted debt to
EBITDA to below 6.0 times on a sustained basis. On a pro forma
basis for the proposed acquisition, Moody's expects Truven's
leverage to be approximately 6.4 times for the twelve months ended
December 31, 2013. The downgrade also reflects Moody's view that
Truven will rely on its revolving credit facility to a greater
degree than previously anticipated to fund near-term seasonal
working capital needs, reducing available liquidity sources.

Truven Health Analytics, Inc.:

Ratings downgraded/LGD assessments revised:

  Corporate Family Rating, to B3 from B2

  Probability of Default Rating, to B3-PD from B2-PD

  $50 million senior secured revolving credit facility, to B1
  (LGD 3, 31%) from Ba3 (LGD 2, 29%)

  $535 million senior secured first lien term loan (being upsized
  by $100 million), to B1 (LGD 3, 31%) from Ba3 (LGD 2, 29%)

  $327 million senior unsecured notes due 2020, to Caa2 (LGD 5,
  85%) from Caa1 (LGD 5, 84%)

The rating outlook is stable.

Ratings Rationale

Truven's B3 Corporate Family Rating reflects its high financial
leverage, small absolute size based on revenue and earnings, weak
cash flow and interest coverage, and modest equity cushion
following a late-2013 goodwill impairment charge. Truven has faced
operating challenges in recent quarters, including higher-than-
expected technology infrastructure costs, delayed customer
decision making due to healthcare reform uncertainties, and the
reduction of business from a key federal government customer.
However, the company's credit profile benefits from its leading
market presence, and its good customer and product diversity, with
historically high client retention rates. Over the intermediate-
term, Moody's expects the company to benefit from favorable
industry fundamentals and regulatory requirements imposed by the
federal and state governments, as well as from an increase in pay-
for performance initiatives on behalf of commercial payors. In
addition, while the industry has few legal barriers to entry, the
company's leading market presence, strong reputation, and
analytics database which are difficult to replicate provide it
with a defensible position within this niche market segment.

The stable outlook reflects our view that the company's credit
metrics will slightly improve or remain at current levels over the
next 12 to 18 months, despite operating headwinds and delayed
customer decision making. The stable outlook also incorporates our
expectation that the company will maintain at least an adequate
liquidity profile.

The ratings could be downgraded if the company faces top-line and
earnings pressure such that financial leverage increases, or if
operating margins, cash flow, or sources of liquidity deteriorate.
In addition, the ratings could be lowered if the company engages
in material debt-financed shareholder initiatives.

The ratings could be upgraded if the company exhibits earnings
growth and debt repayment, combined with positive free cash flow,
such that adjusted debt to EBITDA is sustained below 6.0 times,
and free cash flow to debt is sustained above 3%.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in Ann Arbor, Michigan, Truven Health Analytics,
Inc. ("Truven"), formerly known as the healthcare business of
Thomson Reuters, is a leading provider of data and analytics
solutions and services to healthcare constituents throughout the
United States. The company's data and analytics products provide
its customers with solutions to identify cost savings, improve
outcomes, fight fraud and abuse and increase operational
efficiencies. The company's primary customers include hospitals,
government agencies, clinicians employers, health plans, and
pharmaceutical companies. Truven is privately-owned by its
financial sponsor, Veritas Capital, and generated revenue of
approximately $501 million during 2013, including certain
accounting adjustments to deferred revenue.


TRUVEN HEALTH: S&P Affirms 'B' CCR & Lowers Debt Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Truven Health Analytics Inc.  The outlook is
stable.

At the same time, S&P lowered the issue-level rating on the
company's credit facility ($50 million revolver and $631 term loan
B that includes the $100 million incremental add-on) to 'B' from
'B+'.  S&P revised the recovery rating to '3' from '2', indicating
a meaningful (50%-70%) recovery in the event of principal default.
S&P also affirmed the 'CCC+' issue-level rating on the $327
million unsecured notes.  The recovery rating is '6', indicating
negligible (0%-10%) recovery in the event of principal default.

"The ratings on Truven reflect our assessment of the company's
"weak" business risk profile, which primarily reflects its narrow
focus in the competitive niche health analytical services industry
and limited history operating as a standalone company since
separating from Thompson Reuters.  Somewhat offsetting factors
include its broad customer base and significant source of
recurring revenues," said credit analyst Tahira Wright.  "The
"highly leveraged" financial risk profile reflects our expectation
that credit metrics will result in leverage of 5.8x and funds from
operations (FFO) to debt of around 11%.  Truven provides health
care data and analytics solutions through a subscription based
model which aims to reduce waste, fraud, and abuse through cost
savings initiatives among other services."

S&P's stable rating outlook on Truven reflects its expectation
that recovering margins and successful restructuring actions will
result in positive free cash flow in 2014.  S&P forecasts modest
EBITDA growth will result in slow deleveraging, but that leverage
is likely to remain above 5x through 2015.

Downside scenario

S&P could lower the rating if it believes Truven's credit metrics
weaken because of lackluster performance in 2014.  This could be
results from the company's inability to control costs operating as
a stand-alone company.  A 200-basis-point (bp) dip would result in
leverage approaching 7x and FFO to debt of around 8%.  This would
also cause the company to operate with a cash flow deficit and
rely heavily on its revolver to fund operating expenses, which
would also result in compressed cushion below 10% on its existing
debt covenants.

Upside scenario

S&P could consider a higher rating if Truven is able to outperform
its base-case scenario by demonstrating revenue growth in the
high-teens and improve margins by 200 bps.  This would result in
leverage falling below 5x and FFO to debt in the mid-teens.  In
this instance, S&P would also need to believe that Truven will
likely maintain leverage at this new improved level, rather than
using growing debt capacity to pursue larger scale acquisition or
reward its private equity owners.


TUSCANY INTERNATIONAL: Can Proceed with May 2 Auction of Assets
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the bidding procedures governing the sale of all or substantially
all of Tuscany International Holdings (U.S.A.) Ltd., et al.'s
assets and allow the Debtors to proceed with an auction on May 2,
2014.

The Debtors have notified the Court that they are continuing to
negotiate an asset purchase agreement with a newly formed entity
that will be controlled by certain of the Company's senior secured
prepetition and debtor-in-possession lenders, as buyer, and Credit
Suisse AG, Cayman Islands branch, as administrative agent.

As previously reported by The Troubled Company Reporter, Pursuant
to a stalking horse agreement, the Stalking Horse Bidder
will provide the aggregate consideration of (i) $125,000,000 if
the heli-transportable Drilling Rig #115 and the heli-
transportable Drilling Rig #116, together with all related
equipment ("Heli-Rigs") are sold by Seller before the Effective
Date or (ii) $155,000,000 if certain Heli-Rigs are not sold by
Seller before the Effective Date, in each case which the Stalking
Horse Bidder may allocate, in its sole discretion, between cash
and a credit bid of the Prepetition Senior Obligations and/or the
DIP Obligations in exchange for substantially all of the Purchased
Assets.

A potential bidder must deliver a copy of its bid no later than
April 25 so that if one or more qualified bids, in addition to the
stalking horse bid, are received, the May 2 auction will proceed.
The auction will be conducted at the offices of Latham & Watkins
LLP, in New York.

                    About Tuscany International

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany USA also intends to commence ancillary proceedings in the
Court of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon,
Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and
Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq.,
and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel.
FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief
restructuring officer.  Prime Clerk LLC is the claims and notice
agent, and administrative agent.  McCarthy Tetrautt LLP is the
special Canadian counsel.  Deloitte & Touche LLP provides tax
services.


UNITED EQUITY: Case Summary & 11 Unsecured Creditors
----------------------------------------------------
Debtor: United Equity Management, LLC
        3200 Trinity Rd
        Louisville, KY 40206-3057

Case No.: 14-31263

Chapter 11 Petition Date: March 31, 2014

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

Judge: Hon. Thomas H. Fulton

Debtor's Counsel: R. Eric Craig, Esq.
                  WEBER & ROSE, PSC
                  471 West Main Street, Suite 400
                  Louisville, KY 40202
                  Tel: (502) 589-2200
                  Fax: (502) 805-0705
                  Email: ecraig@weberandrose.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Darren Brangers, managing member.

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/kywb_14-31263.pdf


UNIVERSAL HOSPITAL: S&P Lowers Corp. Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Minneapolis, Minn.-based Universal Hospital Services
Inc. to 'B' from 'B+'.  The outlook is negative.

S&P also lowered its rating on the company's first-lien debt to
'BB-' (two notches above the corporate credit rating) from 'BB',
and its rating on its second-lien debt to 'B' (the same as the
corporate credit rating) from 'B+'.  S&P's recovery rating of '1'
on the first-lien debt and '4' on the second-lien debt are
unchanged.  The '1' recovery rating indicates S&P's expectation
for very high (90% to 100%) recovery of principal and its '4'
recovery rating indicates its expectation for average (30% to 50%)
recovery of principal, both in the event of payment default.

"We have revised our assessment of the company's business risk
profile to "fair" from "satisfactory", reflecting operating
challenges.  Our assessment takes account of its narrow scope of
operations in medical equipment leasing, management and servicing;
declining high-margin peak-need equipment rentals; uncertainties
about UHS' health care facility customers' desire to outsource
equipment management; and minimal growth in patient census," said
credit analyst Gail Hessol.  "Still, UHS' competitive position
benefits from well-established and extensive customer
relationships derived from its traditional peak-need business, in
which it continues to hold a leading market share.  Competition
comes mainly from customers that choose to own and manage their
equipment."

The rating outlook on UHS is negative.  S&P would consider
lowering the rating if it expected substantial cash flow deficits
to continue beyond 2014, which would occur if revenue growth
remains sluggish, the gross margin declines about 200 basis points
(bps), and annual capital expenditures remain near or above $70
million.  This performance would indicate a weakening of UHS'
business risk profile.

S&P could revise the outlook to stable if it gains confidence that
UHS can generate free operating cash flow in 2015 and beyond.
This would likely depend on a combination of accelerating growth,
only mild gross profit margin erosion of about 100 bps, and
moderating capital expenditures.


USG CORP: To Redeem Remaining $75 Million Convertible Notes
-----------------------------------------------------------
USG Corporation has issued a notice of redemption on March 18,
2014, to redeem the remaining $75 million in aggregate principal
amount of USG's outstanding 10 percent contingent convertible
senior notes due 2018.

The notice of redemption provides that the convertible senior
notes called for redemption would be redeemed at a stated
redemption price equal to 105 percent of the aggregate principal
amount of those notes, plus accrued and unpaid interest to (but
not including) the redemption date, for a total payment of
$1,087.77 per $1,000 principal amount of notes being redeemed.

In lieu of redemption, holders may elect prior to the redemption
date to convert their convertible senior notes into shares of USG
common stock.  The convertible senior notes are convertible into
87.7193 shares of USG common stock per $1,000 principal amount of
notes, which is equivalent to a conversion price of $11.40 per
share.  Based on recent trading prices of USG common stock, USG
believes that the holders of the convertible senior notes
currently would elect to convert their notes called for redemption
rather than receive the redemption price.  If all convertible
senior notes are converted to shares, there will be no accrued
interest paid for the time since the last interest payment date.

To the extent holders of the convertible senior notes do not elect
to convert their notes called for redemption prior to the
redemption date, USG expects to use a combination of cash, cash
equivalents and borrowings under its credit facilities to fund the
redemption price.

In November 2013, USG issued a notice of redemption to redeem the
initial $325 million of the $400 million in aggregate principal
amount of USG's 10 percent convertible senior notes due 2018
outstanding at that time.  Less than all of the outstanding notes
were called for redemption in order to avoid limitations to USG's
net operating loss carryforwards under the Internal Revenue Code
in the event the ownership of certain USG stockholders changes by
more than 50 percent over a three-year period.  Due to recent
trading activity, USG believes it can now call for redemption the
remaining outstanding convertible senior notes without the risk of
any limitation on the use of our net operating loss carryforwards.

                        About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities.  The Debtors emerged
from bankruptcy protection on June 20, 2006.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $125 million on $3.22 billion of net sales, as compared
with a net loss of $390 million on $2.91 billion of net sales
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $3.71 billion in total assets, $3.64 billion in total
liabilities and $72 million total stockholders' equity including
noncontrolling interest.

                            *     *     *

As reported by the TCR on March 12, 2014, Standard & Poor's
Ratings Services raised its corporate credit rating on Chicago-
based USG Corp. to 'B+' from 'B'.  "The upgrade reflects our view
that improving U.S. housing construction will allow for increased
selling prices and higher volume in USG's gypsum and worldwide
ceiling segments, through which USG will continue to improve its
leverage to about 4.7x by the end of 2014, and to below 4.5x by
the end of 2015," said Standard & Poor's credit analyst Maurice
Austin.

As reported by the TCR on Oct. 30, 2013, Moody's Investors Service
upgraded USG Corp.'s Corporate Family Rating to B3 from Caa1.  The
upgrade reflects better than anticipated overall 3Q13 operating
performance.

In the Sept. 10, 2013, edition of the TCR, Fitch Ratings has
upgraded the ratings of USG Corporation, including the company's
Issuer Default Rating (IDR) to 'B' from 'B-'.  The upgrade
reflects USG's improving profitability and credit metrics this
year and the expectation that this trend continues through at
least 2014.


VIGGLE INC: To Effect a 1-for-80 Reverse Stock Split
----------------------------------------------------
Viggle Inc. amended its Articles of Incorporation to effect a
reverse stock split of all issued and outstanding shares of common
stock at a ratio of 1 for 80.  Owners of fractional shares
outstanding after the Reverse Stock Split will be paid cash for
those fractional interests.  The effective date of the Reverse
Stock Split is March 19, 2014.

                   Amends Employment Agreements

On March 17, 2014, the Company amended the employment agreements
of Robert F.X. Sillerman, the Company's executive chairman and
chief executive officer; Gregory Consiglio, the Company's
president and chief operating officer; John C. Small, the
Company's chief financial officer; and Kevin Arrix, the Company's
chief revenue officer.  The amended employment agreements are
conditioned on the completion of the Company's primary share
offering currently contemplated to be underwritten by Ladenburg
Thalmann and will be effective on the later of May 1, 2014, or the
date the Offering is consummated.

The amendments provide that the annual salary for each of the
Executives will be decreased to $1 per year.  In addition, each of
the Executives will receive a guaranteed lump sum payment of
$250,000 per year.  Mr. Sillerman's Guaranteed Amount will be
decreased by the amount of the total value of all fringe benefits,
perquisites or other amounts that the Company and Mr. Sillerman
agree at the beginning of each year will be provided to him for
that year (whether or not paid in cash) and that the Company is
required to report as compensation to Mr. Sillerman on Form W-2.
If the total of the Guaranteed Amount plus the Perquisites
received by Mr. Sillerman in any year of the term exceeds the
Guaranteed Amount, an amount equal to the excess compensation
received by Mr. Sillerman for that year will be deducted on a pro-
rata basis from the Executive's Guaranteed Amount during the
following year.  Mr. Arrix will receive an additional payment of
$83,000 on or before May 15, 2014, representing a bonus due for
work performed prior to the execution of the amended agreement.

Each of the Executives may receive his Guaranteed Amount in cash,
or, provided that if the Company's Compensation Committee
approves, and if either the Company or Executive so elect, in
shares of the Company's common stock.  The value of each share
will be determined by compiling the weighted average daily closing
price of the Employer's common stock for the 12 month period
ending on the last day of the month preceding the date the
Guaranteed Amount is to be paid.

In addition, each of the Executives will receive a grant of
restricted shares equal to 1.25 percent of its issued and
outstanding common stock (including common shares underlying in-
or at-the-money options and warrants and common shares issued in
the proposed exchange of the Company's preferred stock for common
stock) as measured immediately prior to the Offering.  The grant
will vest in equal annual installments over five years.

                            About Viggle

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

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  As of Dec. 31, 2013, the Company had $60.63 million
in total assets, $53.94 million in total liabilities, $37.71
million in series A convertible redeemable preferred stock, and a
$31.02 million total stockholders' deficit.

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


VISCOUNT SYSTEMS: Obtains $750,000 From Private Placement
---------------------------------------------------------
Viscount Systems, Inc., completed a private placement of 8,333,329
shares of common stock at a price of $0.09 per share for total
proceeds of $750,000.  The Company also issued a total of
4,166,659 warrants, each warrant exercisable to acquire an
additional share of the Company at an exercise price of $0.20 per
share for a period of five years from the closing date.

In connection with the offering, the Company paid to a registered
broker-dealer a commission of $71,000 in cash and share purchase
warrants to acquire 788,888 shares of common stock of the Company
at a price of $0.09 per share for a period of five years from the
closing date.  The warrants may be exercised on a cashless basis.

                       About Viscount Systems

Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer,
developer and service provider of access control security
products.

The Company's bank credit facility was suspended on December 30,
2011 due to the bank's assessment of the Company's financial
position.  Management has determined that the Company will need to
raise a minimum of C$500,000 by way of new debt or equity
financing to continue normal operations for the next twelve
months.  Management has been actively seeking new investors and
developing customer relationships, however a financing arrangement
has not yet completed.  Short-term loan financing is anticipated
from related parties, however there is no certainty that loans
will be available when required.  These factors raise substantial
doubt about the ability of the Company to continue operations as a
going concern.

Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada,
issued a "going concern" qualification on the Company's
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has an
accumulated deficit of $8,590,355 and reported a loss of
$2,679,186 for the year ended Dec. 31, 2012, raising substantial
doubt about the Company's ability to continue as a going concern.

Viscount Systems incurred a net loss and comprehensive loss of
C$2.67 million in 2012, as compared with a net loss and
comprehensive loss of C$2.95 million in 2011.   The Company's
balance sheet at Sept. 30, 2013, showed C$1.28 million in total
assets, C$3.94 million in total liabilities and a C$2.65 million
total stockholders' deficit.


WALNUT BUSINESS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Walnut Business Park, LLC
           dba Avrio Walnut Center
        3060 N WALNUT ROAD, UNIT 110
        Las Vegas, NV 89115

Case No.: 14-12179

Chapter 11 Petition Date: March 31, 2014

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

Judge: Hon. August B. Landis

Debtor's Counsel: David J. Winterton
                  1140 Town Center DR, Ste 120
                  Las Vegas, NV 89144
                  Tel: (702) 363-0317
                  Fax: 702-363-1630
                  Email: david@davidwinterton.com

Estimated Assets: $2.28 million

Estimated Liabilities: $9.09 million

The petition was signed by Michael Derbas, managing member.

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


WEST FLORIDA RECYCLING: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: West Florida Recycling, L.L.C.
        8038 N. Palafox St.
        Pensacola, fl 32534

Case No.: 14-30341

Chapter 11 Petition Date: March 31, 2014

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Judge: Hon. William S. Shulman

Debtor's Counsel: Todd M. LaDouceur, Esq.
                  TODD M. LADOUCEUR, P.A.
                  118 E. Garden Street
                  Pensacola, FL 32502
                  Tel: 850-436-7000
                  Fax: 850-436-7000
                  Email: tladouceur@gjtbs.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Larry Hoover, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flnb14-30341.pdf


WILDCAT APARTMENTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Wildcat Apartments, LLC
        P.O. Box 3117
        Corpus Christi, TX 78463

Case No.: 14-20154

Chapter 11 Petition Date: March 31, 2014

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Hon. Richard S. Schmidt

Debtor's Counsel: Ralph Perez, Esq.
                  CAVADA LAW OFFICE
                  4646 Corona Dr., Ste. 165
                  Corpus Christi, Tx 78411
                  Tel: 361-814-6500
                  Fax: 361-814-8618
                  Email: ralph.perez@cavadalawoffice.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gadi Shushan, member.

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


WJO INC: Sec. 341 Creditors' Meeting Set for April 14
-----------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of WJO, Inc. on April 14,
2012, at 9:00 a.m.  The meeting will be held at 3 Municipal Way,
Public Hall, Langhorne, PA 19047.

Deadline for filing proofs of claim is April 13, 2014.

                       About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.

Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The U.S. Trustee appointed David Knowlton as patient care
ombudsman in the case.  The Ombudsman is represented in the case
by Karen Lee Turner, Esq., at Eckert Seamans Cherin & Mellott,
LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.

On July 3, 2012, Roberta A. DeAngelis, U.S. Trustee for Region 3,
obtained permission from the Hon. Jean K. Fitzsimon of the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
appoint Alfred T. Giuliano as Chapter 11 trustee of the bankruptcy
estate of WJO, Inc.  Maschmeyer Karalis P.C. serves as the Chapter
11 Trustee's general bankruptcy counsel.


YOSHI'S SAN FRANCISCO: Sec. 341 Creditors' Meeting on April 21
--------------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of Yoshi's San Francisco
aka Yoshi's San Francisco LLC, on April 21, 2014, at 10:00 a.m.
The meeting will be held at Office of the U.S. Trustee, 1301 Clay
St. Room 680N, Oakland, CA 94612.

Deadline for proofs of claim is April 21, 2014.

                    About Yoshi's San Francisco

An involuntary Chapter 11 bankruptcy petition (Bankr. N.D. Calif.
Case No. 12-49432) was filed on Nov. 28, 2012, against Yoshi's San
Francisco, aka Yoshi's San Francisco LLC, an upscale nightclub,
music venue, and Japanese restaurant located in Oakland.  The
alleged creditors are Yoshi's Japanese Restaurant, allegedly owed
$1.28 million; Apex Refrigeration Corp., owed $504; and East Bay
Restaurant Supply Inc., owed $2,707.

Judge Roger L. Efremsky oversees the case, taking over from Judge
M. Elaine Hammond.  Scott H. McNutt, Esq., and Shane J. Moses,
Esq., at McNutt Law Group, represent the Debtor as counsel.  YSF
opened its doors in December 2007.  The project was part of a
partnership involving the City and County of San Francisco and a
real estate developer, Fillmore Development Commercial, LLC.  YSF
is a California limited liability company with two members, both
of which are corporate entities.  The majority member is Yoshi's
Fillmore, LLC, of which Yoshi's Japanese Restaurant in Oakland is
the principal member and manager.  The minority member is Fillmore
Jazz Club, LLC, a group of investors managed by Michael Johnson,
who also manages the developer, FDC.

There is a provision in the YSF operating agreement that requires
unanimous agreement to take certain actions that have a permanent
effect on the company such as the filing of a voluntary Chapter 11
restructuring.  This predictably led to acrimony and gridlock, and
prevented YSF management from taking what it believed were the
those actions necessary in the face of the company's continued
financial situation.

On Oct. 29, 2012, FDC filed a lawsuit in state court seeking
appointment of a receiver to take over control of YSF.  YSF
recognized that this would be ultimately unproductive, because
it would be highly disruptive and potentially lead to loss of the
Yoshi's name, as well as the manager who has been the driving
force behind Yoshi's for 40 years.

YSF determined that the only option to allow the continued
operation of Yoshi's and protect the interests of all creditors
was for creditors of Yoshi's to file an involuntary bankruptcy
petition against YSF.

Fillmore is represented by Sara L. Chenetz, Esq., at Blank Rome
LLP.


YRC WORLDWIDE: Marc Lasry Stake at 25.5% as of March 14
-------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Marc Lasry and his affiliates disclosed that
as of March 14, 2014, they beneficially owned 8,205,062 shares of
common stock of YRC Worldwide Inc. representing 25.5 percent of
the shares outstanding.  The reporting persons previously owned
1,738,391 shares at Dec. 22, 2013.  A copy of the regulatory
filing is available for free at http://is.gd/mBkEFr

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

The Company incurred a net loss of $83.6 million in 2013 following
a net loss of $136.5 million in 2012.  As of Dec. 31, 2013, the
Company had $2.06 billion in total assets, $2.66 billion in total
liabilities and a $597.4 million total shareholders' deficit.

                            *    *    *

As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
has upgraded the Corporate Family Rating for YRC Worldwide Inc.
("YRCW") from Caa3 to B3, following the successful closing of its
refinancing transactions.

In the Jan. 31, 2014, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its ratings on Overland Park,
Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc.
(YRCW), including the corporate credit rating to 'CCC+' from
'CCC', and removed them from CreditWatch negative, where they were
placed on Jan. 10, 2014.  "The upgrades reflect YRCW's improved
liquidity position and minimal debt maturities as a result of its
proposed refinancing," said Standard & Poor's credit analyst Anita
Ogbara.


* Coldwell to Auction Virginia Equestrian Estate on April 26
------------------------------------------------------------
Coldwell Banker Residential Brokerage on April 1 disclosed that a
72-acre equestrian estate with an elegant 7,929-square-foot Tudor
home, eight-stall barn, and rolling pastures in the scenic hills
of Virginia's Rappahannock County will sell in a court-ordered
auction April 26.

"This remarkable estate has every luxury feature you can imagine,
with some of the best equestrian facilities you'll see anywhere,"
said Stephen Karbelk, CAI, AARE, auctioneer and Realtor with
Coldwell Banker Residential Brokerage , which will manage the sale
for the U.S. Bankruptcy Court.

The auction will begin at 11:00 a.m. at the property.

Located in Huntly, Va., at 64 Gordon Clan Lane and 14 Little Long
Mountain, the property has significant frontage along Zachary
Taylor Highway (Rt. 522) and is conveniently located 10 minutes
south of Front Royal.

"Nearly every point on this property has breathtaking views of the
hills, located among the state's award-winning wineries and
exceptional restaurants, including the Inn at Little Washington,
one of the nation's most acclaimed five-star restaurants," said
Mr. Karbelk.

The Dwight Matthews-designed home has five bedrooms, five baths, a
heated indoor pool, a sauna, and exquisite woodwork throughout the
house.  The large deck looks out over the expansive mountain
views.

The estate will be offered in three parcels -- the  home on 24.84
acres, the barn on 28.79 acres and a third parcel of 18.83 acres,
which is partially fenced with open pasture and trees.

"Someone could buy all three parcels and have a remarkable estate.
But the parcels stand alone, and each will be attractive in its
own right.  For example, the parcel with the barn has office
space, a unique stone carriage house for showcasing horses and
hosting parties, and a large outdoor riding arena with cross
fencing and water hookups, with significant frontage on Rt. 522,
as well as two homes that could be used by the owner or rented
out," said Mr. Karbelk.  The 18.83 parcel with the pasture also
fronts on Rt. 522.

Open houses are scheduled for 1 to 3 p.m. Sunday, April 13, and
from 1:00 p.m. to 3:00 p.m. Saturday, April 19.  The property may
also be viewed by appointment.

For additional information, please contact Stephen Karbelk, CAI,
AARE, Realtor & Auctioneer, Coldwell Banker Residential Brokerage
at 571-481-1037 or stephen.karbelk@cbmove.com

For more information: Stephen Karbelk, 571-481-1037


* Computershare Acquires SG Vestia Systems
------------------------------------------
Computershare Limited has acquired SG Vestia Systems Inc. ('SG
Vestia') from Societe Generale S.A.  SG Vestia provides employee
equity plan administration services to North American and European
clients.

"We are pleased to build upon our significant presence in Canada
and look forward to welcoming SG Vestia clients to Computershare,"
said David Nugent, Senior Vice President of Computershare Plan
Managers Canada.  "SG Vestia clients will benefit from our focus
on exceptional client servicing, technology, and full suite of
equity plan administration solutions."

Computershare has extensive integration experience from
acquisitions over the past decade, and continues to apply best
practices to offer clients industry-leading services and
solutions.

Richard Roger, Head of Societe Generale Securities Services (SGSS)
Corporate Segment said, "In line with the SGSS strategy of
focusing on its core EMEA geographies, we are pleased to have
found a specialized partner that will continue to offer Societe
Generale and its clients high quality share registry and
shareholder administration services in North America.  In
Computershare, we have found a committed partner that will also
execute the transition sensitively and continue to invest in the
acquired business."

"This acquisition provides a wonderful opportunity to expand our
global equity compensation business," said Wayne Newling,
President of Computershare Canada.  "With our extensive experience
integrating similar businesses around the globe, SG Vestia clients
and their stakeholders can count on Computershare to successfully
meet their needs."

               About Computershare Limited (CPU)

Computershare (asx:CPU) -- http://www.computershare.com-- is a
global market leader in transfer agency and share registration,
employee equity plans, proxy solicitation and stakeholder
communications.  It is also specializes in corporate trust,
mortgage, bankruptcy, class action, utility and tax voucher
administration, and a range of other diversified financial and
governance services.

Founded in 1978, Computershare is renowned for its expertise in
high integrity data management, high volume transaction processing
and reconciliations, payments and stakeholder engagement.  Many of
the world's leading organizations use the company to streamline
and maximize the value of relationships with their investors,
employees, creditors and customers.

Computershare is represented in all major financial markets and
has over 14,000 employees worldwide.


* Encore Capital Closes Acquisition of Interest in Grove Capital
----------------------------------------------------------------
Encore Capital Group, Inc., an international specialty finance
company on April 1 disclosed that it has closed its acquisition of
a controlling stake in Grove Capital Management (Grove), a
management company that purchases credit portfolios and has a
focus on UK insolvencies and Spanish assets.  The acquisition has
received regulatory approval from the Financial Conduct Authority
in the UK.

The Grove transaction broadens Encore's presence in the UK and
enables it to bring a full range of offerings to issuers in the UK
market.  Grove's largest business is the purchase and management
of insolvencies, consisting primarily of individual voluntary
arrangements (IVA), and bankruptcy receivables.  An IVA is a
formal, voluntary repayment plan negotiated with creditors and
entered into by individuals or businesses that wish to avoid a
bankruptcy.

"This acquisition is yet another example of Encore's purposeful
expansion into new geographies and asset classes," said
Ken Vecchione, chief executive officer of Encore.  "Now that the
transaction is complete, Encore offers a broader array of
financial services in the UK."

Grove differentiates itself and drives strong collections
performance through its sophisticated analytics, deep knowledge of
the consumer, and strong relationship with TDX Group, the largest
servicing platform for IVAs in the UK.  As a result, Grove has
quickly grown to be among the leading investors in UK insolvency
assets.

Kevin Fuller, chief executive officer of Grove, said, "We're
excited to start the next stage in our growth.  We believe we can
now be an even better partner for our UK clients and accelerate
our growth in Spain and other European markets, while maintaining
the agility and responsiveness that have been key to our success."

Mr. Vecchione said, "We believe this transaction, along with our
other recent acquisitions, provides us with increased optionality
by enabling us to allocate capital in multiple asset classes in
multiple geographies, to bring our shareholders the best returns."

                 About Grove Capital Management

Grove Capital Management is a specialist fund management firm,
focused on investment in consumer receivables.  Launched in 2010
to capitalize on growth in debt portfolio sales in the UK, Spain
and other markets, Grove has invested over GBP100 million in its
first 3 years of operations.  Through its deep market knowledge,
access to superior data and agile servicing approach, Grove
sources and acquires portfolios at attractive forecast returns and
drives further collection performance post-purchase, delivering
strong investor results.

                About Encore Capital Group, Inc.

Encore Capital Group, an international specialty finance company
with operations spanning seven countries, provides debt recovery
solutions for consumers and property owners across a broad range
of assets.  Through its subsidiaries, the Company purchases
portfolios of consumer receivables from major banks, credit
unions, and utility providers, and partners with individuals as
they repay their obligations and work toward financial recovery.
Through its Propel Financial Services subsidiary, the Company
assists property owners who are delinquent on their property taxes
by structuring affordable monthly payment plans and purchases
delinquent tax liens directly from selected taxing authorities.
Through its subsidiaries in the United Kingdom, Cabot Credit
Management and Marlin Financial Services, the Company is a market-
leading acquirer and manager of consumer debt in the United
Kingdom and Ireland.  Through its Refinancia subsidiary, the
Company services distressed consumer debt in Colombia and Peru.
Encore's success and future growth are driven by its sophisticated
and widespread use of analytics, its broad investments in data and
behavioral science, the significant cost advantages provided by
its highly efficient operating model and proven investment
strategy, and the Company's demonstrated commitment to conducting
business ethically and in ways that support its consumers'
financial recovery.

Headquartered in San Diego, Encore -- http://www.encorecapital.com
-- is a publicly traded NASDAQ Global Select company and a
component stock of the Russell 2000, the S&P SmallCap 600, and the
Wilshire 4500.


* KCC Recognized as Best Claims Administrator by ALM
-----------------------------------------------------
ALM's The National Law Journal recognized KCC www.kccllc.com , a
Computershare company, as "The Best Claims Administrator" in their
readers choice rankings.  A leading administrative-support
services provider for the legal and financial industries, KCC won
this category for the third consecutive year for its corporate
restructuring and class action administration services.

From data technology products and banking services to law firm
marketing and legal research -- Best of The National LawJournal
Readers Rankings showcases the firms who prevailed among their
competitors providing essentials to compete in today's legal
market.

"We are pleased to be recognized for the third consecutive year in
The National Law Journal's readers choice rankings," said KCC
president, Bryan Butvick.  "This award motivates us to continue to
provide industry-leading technology solutions and outstanding
service to legal and financial professionals."

KCC streamlines the administrative process of corporate
restructuring, class action, and legal document management through
innovative solutions and industry expertise.  Founded in 2001 by
former attorneys, KCC focuses on clients' needs from the
perspective of legal professionals.

ALM is a leading provider of specialized business news, research
and information, focused primarily on the legal and commercial
real estate sectors.

                            About KCC

KCC -- http://www.kccllc.com-- a Computershare company, provides
administrative-support services that help legal professionals
realize time and cost efficiencies.  With an integrated suite of
corporate restructuring, class action and legal document
management solutions, KCC alleviates the administrative challenges
of today's legal processes and procedures.  KCC has gained client
and industry recognition for its industry expertise, professional-
level client service and proprietary technologies.

                About Computershare Limited (CPU)

Computershare (asx:CPU) -- http://www.computershare.com-- is a
global market leader in transfer agency and share registration,
employee equity plans, proxy solicitation and stakeholder
communications.  It also specializes in corporate trust, mortgage,
bankruptcy, class action, utility and tax voucher administration,
and a range of other diversified financial and governance
services.

Founded in 1978, Computershare is renowned for its expertise in
high integrity data management, high volume transaction processing
and reconciliations, payments and stakeholder engagement.  Many of
the world's leading organizations use us to streamline and
maximize the value of relationships with their investors,
employees, creditors and customers.

Computershare is represented in all major financial markets and
has over 14,000 employees worldwide.


* Walter F. Benenati Among OBJ's Top Bankruptcy Law Firms
---------------------------------------------------------
Law Offices of Walter F. Benenati of Orlando, FL has been honored
with a recognition by Orlando Business Journal in its selection of
"Top Bankruptcy Law Firms."

Announcing a special recognition appearing in the March, 2014
issue of Orlando Business Journal published by American City
Business Journals.  Law Offices of Walter F. Benenati was selected
for the following honor: "Top Bankruptcy Law Firms"

A spokesperson from Law Offices of Walter F. Benenati commented on
the recognition: "This is quite an honor for us.  The fact that
Orlando Business Journal included Law Offices of Walter F.
Benenati in its selection of "Top Bankruptcy Law Firms," signals
that our constant efforts towards business excellence are paying
off.  We are proud to be included in this recognition."

Attorney Walter Benenati has devoted his efforts and focus in the
law fields of bankruptcy, personal injury, and foreclosure
defense.  "We have become one of the biggest filers of
bankruptcies due to our commitment to customer service and
communication with our client", Mr. Benenati said.  Coming from
humble beginnings, Benenati is the first person in his family to
graduate from college.  "I have toiled away working hard since I
was 13 years old.  Having filed bankruptcy several years ago, my
experience enables to empathize with my client's financial
problems", Mr. Benenati said.

Following the publication of Law Offices of Walter F. Benenati's
selection for Orlando Business Journal's Top Bankruptcy Law Firms
list, American Registry seconded the honor and added Law Offices
of Walter F. Benenati to the "Registry of Business
Excellence(TM)".  An exclusive recognition plaque, shown here, has
been designed to commemorate this honor.

For more information on Law Offices of Walter F. Benenati, located
in Orlando, FL please call 407-777-7777, or visit
http://www.407bankrupt.com


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Daniel Steinberg
   Bankr. C.D. Calif. Case No. 14-11558
      Chapter 11 Petition filed March 26, 2014

In re Michael Siek
   Bankr. D. Conn. Case No. 14-50434
      Chapter 11 Petition filed March 26, 2014

In re ER General Contractor and Management, LLC
   Bankr. D. D.C. Case No. 14-00159
     Chapter 11 Petition filed March 26, 2014
         See http://bankrupt.com/misc/dcb14-00159.pdf
         represented by: Joseph M. Goldberg, Esq.
                         AMMERMAN AND GOLDBERG
                         E-mail: ammngoldva@aol.com

In re Thomas Koebel
   Bankr. S.D. Fla. Case No. 14-16884
      Chapter 11 Petition filed March 26, 2014

In re Manuel Ibanez
   Bankr. S.D. Fla. Case No. 14-16921
      Chapter 11 Petition filed March 26, 2014

In re Dienst Sewer & Water, Inc.
   Bankr. N.D. Ill. Case No. 14-11011
     Chapter 11 Petition filed March 26, 2014
         See http://bankrupt.com/misc/ilnb14-11011.pdf
         represented by: Joshua D. Greene, Esq.
                         ARCHER BAY, P.A.
                         E-mail: jgreene@archerbay.com

In re New Palestine Self Storage, LLC
   Bankr. S.D. Ind. Case No. 14-02474
     Chapter 11 Petition filed March 26, 2014
         See http://bankrupt.com/misc/insb14-02474.pdf
         represented by: KC Cohen, Esq.
                         KC COHEN, LAWYER, P.A.
                         E-mail: kc@esoft-legal.com

In re Richard Bartunek
   Bankr. S.D. Ind. Case No. 14-02496
      Chapter 11 Petition filed March 26, 2014

In re 624-630 Westfield Corporation, a Corporation
   Bankr. D. N.J. Case No. 14-15696
     Chapter 11 Petition filed March 26, 2014
         See http://bankrupt.com/misc/njb14-15696.pdf
         Filed as Pro Se

In re Fun City Seafood Steamers, LLC
   Bankr. E.D.N.Y. Case No. 14-41418
     Chapter 11 Petition filed March 26, 2014
         See http://bankrupt.com/misc/nyeb14-41418.pdf
         Filed as Pro Se

In re Old John, Inc.
   Bankr. E.D.N.Y. Case No. 14-41426
     Chapter 11 Petition filed March 26, 2014
         See http://bankrupt.com/misc/nyeb14-41426.pdf
         represented by: Lawrence F. Morrison, Esq.
                         THE MORRISON LAW OFFICES, PC
                         E-mail: morrlaw@aol.com

In re Porto Resources, LLC
   Bankr. E.D.N.Y. Case No. 14-41430
     Chapter 11 Petition filed March 26, 2014
         See http://bankrupt.com/misc/nyeb14-41430.pdf
         Filed as Pro Se

In re Salehzadeh White Plains Mall, Corp.
   Bankr. S.D.N.Y. Case No. 14-22362
     Chapter 11 Petition filed March 26, 2014
         See http://bankrupt.com/misc/nysb14-22362.pdf
         represented by: Anne J. Penachio, Esq.
                         PENACHIO MALARA, LLP
                         E-mail: apenachio@pmlawllp.com

In re Salehzadeh Westchester Pavilion, Inc.
   Bankr. S.D.N.Y. Case No. 14-22363-
     Chapter 11 Petition filed March 26, 2014
         See http://bankrupt.com/misc/nysb14-22363.pdf
         represented by: Anne J. Penachio, Esq.
                         PENACHIO MALARA, LLP
                         E-mail: apenachio@pmlawllp.com

In re Neel, Nadia, Hamid, Habib Consulting, Inc.
   Bankr. S.D.N.Y. Case No. 14-22364
     Chapter 11 Petition filed March 26, 2014
         See http://bankrupt.com/misc/nysb14-22364.pdf
         represented by: Anne J. Penachio, Esq.
                         PENACHIO MALARA, LLP
                         E-mail: apenachio@pmlawllp.com

In re David Osborne
   Bankr. W.D. Pa. Case No. 14-21172
      Chapter 11 Petition filed March 26, 2014

In re Anita Robertson-Ulloa
   Bankr. E.D. Tenn. Case No. 14-50495
      Chapter 11 Petition filed March 26, 2014

In re Supreme Oilfield Energy Services, LLC
   Bankr. S.D. Tex. Case No. 14-50062
     Chapter 11 Petition filed March 26, 2014
         See http://bankrupt.com/misc/txsb14-50062.pdf
         represented by: Adolfo Campero, Jr., Esq.
                         CAMPERO & ASSOCIATES, P.C.
                         E-mail: acampero@camperolaw.com

In re Rodney Hawkins
   Bankr. W.D. Wash. Case No. 14-41620
      Chapter 11 Petition filed March 26, 2014

In re CCDI, LLC
   Bankr. W.D. Wash. Case No. 14-12201
     Chapter 11 Petition filed March 26, 2014
         See http://bankrupt.com/misc/wawb14-12201.pdf
         Filed as Pro Se
In re Alfrred LaPeter
   Bankr. D. Ariz. Case No. 14-04278
      Chapter 11 Petition filed March 27, 2014

In re Hill Family Trust
        aka Eleanor Hill Revocable Trust
   Bankr. D. Colo. Case No. 14-13785
     Chapter 11 Petition filed March 27, 2014
         See http://bankrupt.com/misc/cob14-13785.pdf
         Filed as Pro Se

In re Yacht Tenders, Inc.
   Bankr. S.D. Fla. Case No. 14-17042
     Chapter 11 Petition filed March 27, 2014
         See http://bankrupt.com/misc/flsb14-17042.pdf
         represented by: John A. Moffa, Esq.
                         MOFFA & BONACQUISTI, P.A.
                         E-mail: john@mbpa-law.com

In re Vonwayne Charles
   Bankr. S.D. Fla. Case No. 14-17065
      Chapter 11 Petition filed March 27, 2014


In re Paul Pyong Yu Enterprises, Inc.
        dba Paul's Liquors
   Bankr. D. Md. Case No. 14-14739
     Chapter 11 Petition filed March 27, 2014
         See http://bankrupt.com/misc/mdb14-14739.pdf
         represented by: Angela Lee, Esq.
                         WEON G. KIM LAW OFFICE
                         E-mail: anglee0425@gmail.com

In re Supreme, LLC
   Bankr. D. N.J. Case No. 14-15877
     Chapter 11 Petition filed March 27, 2014
         See http://bankrupt.com/misc/njb14-15877.pdf
         represented by: Stephen B. Ravin, Esq.
                         SAUL EWING, LLP
                         E-mail: sravin@saul.com


In re Napper, LLC
   Bankr. E.D.N.Y. Case No. 14-41436
     Chapter 11 Petition filed March 27, 2014
         See http://bankrupt.com/misc/nyeb14-41436.pdf
         Filed as Pro Se

In re Patsy Fierro
   Bankr. E.D.N.Y. Case No. 14-41439
      Chapter 11 Petition filed March 27, 2014


In re Luigi Zucaro
   Bankr. E.D.N.Y. Case No. 14-41440
      Chapter 11 Petition filed March 27, 2014

In re Ultimate Fitness, LLC
   Bankr. N.D.N.Y. Case No. 14-10660
     Chapter 11 Petition filed March 27, 2014
         See http://bankrupt.com/misc/nynb14-10660.pdf
         represented by: Richard Croak, Esq.
                         E-mail: rcroak@richardcroak.com

In re Karshop, Inc.
   Bankr. M.D.N.C. Case No. 14-10320
     Chapter 11 Petition filed March 27, 2014
         See http://bankrupt.com/misc/ncmb14-10320.pdf
         represented by: Samantha K. Brumbaugh, Esq.
                         IVEY, MCCLELLAN, GATTON & TALCOTT, LLP
                         E-mail: skb@imgt-law.com

In re Vernon Jackson
   Bankr. W.D. Tenn. Case No. 14-23257
      Chapter 11 Petition filed March 27, 2014

In re Funseekers Clubhouse No. 4, L.P.
   Bankr. N.D. Tex. Case No. 14-31443
     Chapter 11 Petition filed March 27, 2014
         See http://bankrupt.com/misc/txnb14-31443.pdf
         represented by: Eric A. Liepins, Esq.
                         ERIC A. LIEPINS, P.C.
                         E-mail: eric@ealpc.com

In re Body a New Medical Spa, LLC
   Bankr. S.D. Tex. Case No. 14-31700
     Chapter 11 Petition filed March 27, 2014
         See http://bankrupt.com/misc/txsb14-31700.pdf
         represented by: John Akard, Jr., Esq.
                         JOHN AKARD JR., P.C.
                         E-mail: johnakard@attorney-cpa.com

In re E Ridge, LLC
   Bankr. E.D. Wash. Case No. 14-01117
     Chapter 11 Petition filed March 27, 2014
         See http://bankrupt.com/misc/waeb14-01117.pdf
         represented by: John D. Munding, Esq.
                         CRUMB & MUNDING
                         E-mail: munding@crumb-munding.com
In re Re-Cycle, LLC
   Bankr. E.D. La. Case No. 14-10739
     Chapter 11 Petition filed March 30, 2014
         See http://bankrupt.com/misc/laeb14-10739.pdf
         represented by: Thomas E. Schafer, III, Esq.
                         E-mail: tomschafer37@icloud.com

In re Lawrence Family Properties, LLC
   Bankr. N.D. Ohio Case No. 14-12004
     Chapter 11 Petition filed March 30, 2014
         See http://bankrupt.com/misc/ohnb14-12004.pdf
         represented by: Jonathan P. Blakely, Esq.
                         E-mail: jblakelylaw@windstream.net

In re Junction, Inc.
   Bankr. E.D. Va. Case No. 14-50452
     Chapter 11 Petition filed March 30, 2014
         See http://bankrupt.com/misc/vaeb14-50452.pdf
         represented by: John D. McIntyre, Esq.
                         WILSON & MCINTYRE, PLLC
                         E-mail: jmcintyre@wmlawgroup.com



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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