TCR_Public/140407.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, April 7, 2014, Vol. 18, No. 96

                            Headlines

1874 LLC: Case Summary & 14 Largest Unsecured Creditors
4L TECHNOLOGIES: S&P Assigns 'B+' CCR & Rates $715MM Sr. Debt 'B+'
ABNER'S INC: Voluntary Chapter 11 Case Summary
ACCIPITER COMMUNICATIONS: Section 341(a) Meeting on April 29
ACCIPITER COMMS: Case Summary & 20 Largest Unsec. Creditors

ADVANCED MICRO: Completes Partial Tender Offers for Senior Notes
ADVANCED MICRO DEVICES: Appoints Two Directors to Board
AEROGROW INTERNATIONAL: Lazarus Stake Down to 10% as of March 20
ALION SCIENCE: Waiver Agreement Extended Until April 30
ALLIED SYSTEMS: Taps PwC to Provide 2013 Tax Compliance Services

ALLONHILL LLC: Meeting to Form Creditors' Panel on April 10
ALLONHILL LLC: Section 341(a) Meeting Set on May 1
ALPHA NATURAL: Bank Debt Trades at 3% Off
AMERICAN APPAREL: FiveT Capital Holds 11.5% Equity Stake
AMERICAN MEDICAL: A.M. Best Lowers Fin. Strength Rating to C(Weak)

AMINCOR INC: Approves Grant of 280,000 Stock Options to Execs.
ANACOR PHARMACEUTICALS: Chairman Assumes Pres. & CFO Positions
ASHLEY STEWART: Taps Cole Schotz as NJ & Bankr. Co-Counsel
ASHLEY STEWART: Hires Curtis Mallet-Prevost as Bankr. Counsel
ASHLEY STEWART: Prime Clerk to Serve as Administrative Advisor

BALL CORP: COO Heske's Demise No Impact on Moody's Ba1 CFR
BARRACK'S ROW: Section 341(a) Meeting Scheduled on April 23
BEAZER HOMES: Fitch Rates $325MM Sr. Notes Offering 'CCC+/RR5'
BEAZER HOMES: Moody's Rates New $300MM Unsecured Notes 'Caa2'
BEAZER HOMES: S&P Assigns CCC Rating to $300MM Sr. Notes Due 2019

BG MEDICINE: Incurs $1.9 Million Net Loss in Fourth Quarter
BIOLIFE SOLUTIONS: Offering $15.4 Million Worth of Units
BIOZONE PHARMACEUTICALS: Cocrystal Reports $3.8-Mil. Loss in 2013
BON-TON STORES: Gabelli Funds Stake at 6.6% as of March 19
BONDS.COM GROUP: GFINet Reports 64.6% Stake as of March 11

BREVARD COLLEGE: Fitch Affirms B+ Rating on $10.6MM Revenue Bonds
BROOKSTONE HOLDINGS: Files List of 30 Top Unsecured Creditors
BROOKSTONE HOLDINGS: Meeting to Form Creditors' Panel on April 11
BROWNSVILLE MD: Can Hire Valbridge Property as Appraiser
BROWNSVILLE MD: Court Okays NAI Rio Grande as Real Estate Broker

CAESARS ENTERTAINMENT: Termination of Assets Transfer Sought
CAESARS ENTERTAINMENT: Bank Debt Trades at 7% Off
CALIBER IMAGING: Names R. Christopher to Chief Financial Officer
CANCER GENETICS: Extends Wells Fargo Credit Agreement Until 2016
CARE FREE HOSPITALITY: Case Summary & 2 Largest Unsec. Creditors

CENTRIC HEALTH: S&P Revises Outlook to Stable & Affirms 'B-' CCR
CHINA SHIANYUN: Incurs $382,000 Net Loss in 2013
COMMACK HOSPITALITY: Files Schedules of Assets and Liabilities
COMSTOCK MINING: Amends 2013 10-K to Correct Statements
CUI GLOBAL: Hires Perkins & Company as New Accountants

DEALERTRACK TECHNOLOGIES: S&P Assigns 'B+' Corp. Credit Rating
DECOR PRODUCTS: Suspending Filing of Reports with SEC
DECOR PRODUCTS: Chris Otiko Named Board Chairman
DESIGNLINE CORP: Ordered to File Plan Status Report
DIALYSIS NEWCO: Moody's Assigns B3 CFR & Rates $400MM Debt B1

DINEEQUITY INC: Fitch Hikes Sr. Secured Bank Debt Rating to BB
DJO GLOBAL: S&P Assigns 'B+' Rating to Amended Credit Agreement
DUTCH GOLD: Offers Alternative Merchant Service for MMJ Retailers
DUTCH GOLD: Plans to Address Capital Structure Issues in Q2
ECKO UNLIMITED: Updated Case Summary & Top Unsecured Creditors

ENDEAVOUR INTERNATIONAL: Incurs $95.5 Million Net Loss in 2013
ENERGY FUTURE: Talks on Possible Bankruptcy Filing Ongoing
ENVISION SOLAR: Gemini Master Stake at 9.9% as of March 26
FANNIE MAE: Pershing Square Stake at 9.9% as of March 28
FINJAN HOLDINGS: Amends 21.5-Mil. Shares Resale Prospectus

FIRED UP: Has Interim Authority to Use Cash Collateral
FIRED UP: Obtains Interim Authority to Pay Critical Vendors
FIRED UP: Sues Wells Fargo for Refusal to Release Funds
FIRST PHYSICIANS: Posts $1.8MM Net Income in Dec. 31 2013 Qtr.
FOUR OAKS: Has Rights Offering of 26.5 Million Common Shares

FREESTONE INSURANCE: A.M. Best Lowers Fin. Strength Rating to C++
FTS INTERNATIONAL: S&P Revises Outlook to Pos. & Affirms 'B-' CCR
G & Y REALTY: Involuntary Chapter 11 Case Summary
GENERAL MOTORS: Repairs on Ignition-Switch Recall to Start April 7
GENCO SHIPPING: To Seek Bankruptcy With Debt-for-Equity Plan

GLOBAL ACCESS: Voluntary Chapter 11 Case Summary
GLOBALSTAR INC: President of Global Sales and Marketing Quits
GLYECO INC: Completely Converts Leonid Frenkel Debt Into Equity
GOLD'S GYM SPRINGFIELD Case Summary & 20 Top Unsecured Creditors
GOLDSTONE MANAGEMENT: Case Summary & 11 Top Unsecured Creditors

GUITAR CENTER: S&P Lowers CCR to 'SD' on Distress Exchange
GYMBOREE CORP: Bank Debt Trades at 11% Off
HAF PARTNERS: Case Summary & Largest Unsecured Creditors
HAMPTON LAKE: Chapter 11 Bankruptcy Case Closed
HARTLAND MUTUAL: A.M. Best Hikes Fin. Strength Rating to 'B+'

HAWK N'DOVE: Voluntary Chapter 11 Case Summary
HEDWIN CORPORATION: Section 341(a) Meeting on May 7
HEDWIN CORPORATION: Case Summary & 20 Largest Unsecured Creditors
HIGH LINER: Moody's Rates Term Loan 'B2' & Affirms 'B1' CFR
HORIZON LINES: Incurs $31.9 Million Net Loss in Fiscal 2013

HYDROCARB ENERGY: Incurs $1.3 Million Net Loss in Jan. 31 Qtr.
IFB REALTY: In CCAA Proceedings; Richter Named Monitor
IMPLANT SCIENCES: John Hassett Elected as Director
INFINIA CORP: Can Hire Deloitte Abogados and Deloitte Asesores
INFOR INC: Moody's Alters Outlook to Neg & Rates New Notes Caa1

INFOR INC: S&P Affirms 'B' CCR & Rates $750MM Sr. Notes 'CCC+'
INTERLEUKIN GENETICS: Reports $7 Million 2013 Net Loss
LDK SOLAR: Court Okays JPLs to Move Forward with Restructuring
LES APPARTEMENTS: In CCAA Proceedings; Richter Named Monitor
LIGHTSQUARED INC: Ergen Sues Falcone Over Handling of Bankruptcy

LONG ISLAND BANANA: Voluntary Chapter 11 Case Summary
MARTIFER SOLAR: April 14 Hearing on Motion to Incur $5MM Loan
MARTIFER SOLAR: Hearing on DIP Loan, Cash Use on April 14
MASONITE INTERNATIONAL: S&P Revises Outlook & Affirms 'BB-' CCR
MAUI LAND: Former Accountants Complete 2013 Financial Audit

MAUI LAND: Files Form 10-K, Incurs $1.2 Million Net Loss in 2013
MCDERMOTT INTERNATIONAL: S&P Lowers CCR to 'BB-'; Outlook Negative
MEDIA GENERAL: Signs Merger Agreement with LIN Media
METRO FUEL: Hess Corp. Supports Global Settlement
MICHAEL BAKER: Moody's Alters Outlook to Neg. & Affirms B2 CFR

MICHAEL BAKER: S&P Retains 'B-' Rating Following $150MM Upsize
MICROVISION INC: Capital Ventures Stake at 8.3% as of March 13
MJC AMERICA: Court OKs David Tilem as Bankruptcy Counsel
MOMENTIVE PERFORMANCE: Moody's Lowers CFR to Ca, Outlook Negative
MOTORS LIQUIDATION: Claims Objection Deadline Moved to Sept. 16

MUNICIPAL MORTGAGE: Reports $99.8 Million Net Income in 2013
NEW LIFE INT'L: Can Hire Real Estate Agent to Market Properties
NNN 3500 MAPLE 26: Trial on Competing Plans Concluded
NNN SIENA: Files Schedules of Assets and Liabilities
NUVERRA ENVIRONMENTAL: Moody's Confirms B2 CFR, Outlook Negative

NUVILEX INC: Signs Manufacturing Agreement with Austrianova
OCEANSIDE MILE: Gets Approval of Deal With First Citizens, Mayo
OLLIE HOLDINGS: Moody's Rates New $60MM 1st Lien Loan Add-On 'B2'
OVERLAND STORAGE: Board OKs 1-for-5 Reverse Common Stock Split
OXYSURE SYSTEMS: Director Don Reed Passed Away

PACIFIC STEEL: Section 341(a) Meeting Slated for April 21
PACIFIC STEEL: US Trustee Forms 7-Member Creditor's Committee
PACIFIC STEEL: U.S. Trustee Opposes Employment of Burr Pilger
PACIFIC STEEL: Judge Vacates Previous Ruling on Tax Payment
PANACHE BEVERAGE: Inks Omnibus Modification Agreement with Lender

PATIENT SAFETY: Shareholders Approve Merger With Stryker
PBJT935927 2008: Voluntary Chapter 11 Case Summary
PRINCE PLAZA: Case Summary & 8 Largest Unsecured Creditors
QUALITY MEAT PACKERS: Seek Creditor Protection in Canada
QUICKSILVER RESOURCES: Amends Fortune Creek Contribution Pact

REDSTONE INVESTMENT: Obtains CCAA Protection in Ontario
REGIONALCARE HOSPITAL: Moody's Rates New 1st Lien Debt 'B2'
REGIONALCARE HOSPITAL: S&P Affirms 'B' CCR & Revises Outlook
RIH ACQUISITION: Court Approves Kurtzman Carson as Claims Agent
ROE ENTERTAINMENT: Voluntary Chapter 11 Case Summary

ROGER WILLIAMS: S&P Lowers Rating on $11.4MM Revenue Bonds to 'B+'
SBARRO LLC: Hearing Today on Kirkland & Ellis Employment
SBARRO LLC: Taps Loughlin Management as Financial Advisor
SBARRO LLC: Wants to Hire Moelis & Company as Investment Banker
SBARRO LLC: Wants to Hire Ordinary Course Professionals

SBARRO LLC: U.S. Trustee Forms Five-Member Creditors Committee
SCRUB ISLAND: FirstBank Puerto Rico Objects to Plan Outline
SILVERADO STREET: Section 341(a) Meeting Set for April 15
SIMPLEXITY LLC: US Trustee Forms Five-Members Creditor's Panel
SKINNY NUTRITIONAL: Completes Sale of All Assets for $1.5 Million

SPENCER INVESTMENTS: Case Summary & 2 Unsecured Creditors
STANDARD PACIFIC: S&P Revises Outlook to Pos. & Affirms 'B+' CCR
STERLING BLUFF: Taps Bowden to Provide Expert Valuation Analysis
SURVEYMONKEY INC: S&P Affirms 'B' CCR & Revises Outlook to Neg.
TECHPRECISION CORP: Grants 90,000 Shares to Richard Fitzgerald

TELX GROUP: Moody's Lowers 2nd Lien Term Loan Rating to Caa2
TITAN ENERGY: Posts $108,215 Net Income in 2013
TITLEMAX FINANCE: S&P Lowers ICR to 'B'; Outlook Stable
TOYS R US: Bank Debt Trades at 10% Off
TRANS-LUX CORP: Director Jean Firstenberg Resigns

TRINET HR: Moody's Raises Corp. Family Rating to 'B1'
TUSCANY INTERNATIONAL: Gets Court's Okay to Hire Deloitte LLP
TUSCANY INTERNATIONAL: Court Okays Prime Clerk as Admin. Advisor
TUSCANY INTERNATIONAL: FTI Consulting's Helkaa Approved as CRO
TUSCANY INTERNATIONAL: Can Hire GMP as Investment Banker

UTSTARCOM HOLDINGS: Incurs $16 Million Net Loss in 4th Quarter
VISCOUNT SYSTEMS: Shares 2014 Outlook to Investors
VISCOUNT SYSTEMS: Issues 3 Million Common Shares
WALTER ENERGY: Bank Debt Trades at 3% Off
WEATHER CHANNEL: Bank Debt Trades at 4% Off

WESTPORT GOLF: Case Summary & 12 Largest Unsecured Creditors
WILLIAM CONTRACTOR: Case Summary & 10 Largest Unsecured Creditors
YONKERS RACING: S&P Revises Outlook to Stable & Affirms 'B+' CCR
ZALE CORP: Z Investment Stake at 23.3% as of March 18
ZALE CORP: Has 43.1 Million Common Shares Outstanding

ZOGENIX INC: Corrects "False" Statements About Zohydro

* Brazilian Firm Magnifies Focus on Distressed Debt

* BOND PRICING -- For the Week of March 31 to April 4, 2014


                             *********


1874 LLC: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 1874, LLC
        1874 Slaughter Rd., Suite C
        Madison, AL 35758

Case No.: 14-80927

Chapter 11 Petition Date: April 3, 2014

Court: United States Bankruptcy Court
       Nothern District of Alabama (Decatur)

Judge: Hon. Jack Caddell

Debtor's Counsel: Tazewell Shepard, Esq.
                  TAZEWELL SHEPARD, P.C.
                  PO Box 19045
                  Huntsville, AL 35804
                  Tel: 256 512-9924
                  Email: taze@ssmattorneys.com

Total Assets: $1.71 million

Total Liabilities: $1.90 million

The petition was signed by Jim Davis, manager.

The Debtor listed Capital Crossing Servicing Company, LLC, as its
largest unsecured creditor holding a claim of $1.90 million.


4L TECHNOLOGIES: S&P Assigns 'B+' CCR & Rates $715MM Sr. Debt 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B+'
corporate credit rating to Hoffman Estates, Ill.-based 4L
Technologies Inc.  The outlook is stable.

At the same time, S&P assigned a 'B+' issue-level rating to the
company's proposed $650 million senior secured term loan due 2020
and $65 million revolving credit facility due 2019.  The '3'
recovery rating indicates S&P's expectation for meaningful (50% to
70%) recovery in the event of payment default.

"The ratings on 4L reflect its 'aggressive' financial risk profile
with leverage in the high-4x area through Dec. 31, 2013 pro forma
for the proposed transaction as well as its financial sponsor
ownership and acquisitive growth strategy," said Standard & Poor's
credit analyst Christian Frank.

The ratings also reflect the company's "weak" business risk
profile derived from pricing and competitive pressures combined
with a concentrated customer base, partially offset by is its
leading position in the printer cartridge remanufacturing market
and fast growth in its wireless business.

The outlook is stable.  A strong position in the printer cartridge
remanufacturing industry, good growth prospects in its wireless
segment, and good customer relationships provide a measure of
rating stability.

S&P could lower the rating if pricing pressure from customers,
competitive pressure from OEMs, or the loss of a key customer
causes operating performance to deteriorate, or if the company
pursues debt-financed acquisitions or shareholder returns, such
that leverage increases to the 5x area or higher on a sustained
basis.

An acquisitive growth strategy and S&P's view that the company's
private-equity ownership structure is likely to preclude sustained
deleveraging limit the possibility of an upgrade.


ABNER'S INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Abner's, Inc.
        1415 Pierce Avenue
        Oxford, MS 38655

Case No.: 14-11227

Chapter 11 Petition Date: March 28, 2014

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Judge: Hon. Jason D. Woodard

Debtor's Counsel: Craig M. Geno, Esq.
                  LAW OFFICES OF CRAIG M. GENO, PLLC
                  587 Highland Colony Parkway
                  Ridgeland, MS 39157
                  Tel: 601-427-0048
                  Email: cmgeno@cmgenolaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by James Abner White, president.

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


ACCIPITER COMMUNICATIONS: Section 341(a) Meeting on April 29
------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Accipiter
Communications, Inc., will be held on April 29, 2014, at 11:00
a.m. at US Trustee Meeting Room, 230 N. First Avenue, Suite 102,
Phoenix, AZ.

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

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

Accipiter Communications, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D. Ariz. Case No. 14372) on March 28, 2014. On
the petition date, the Debtor estimated assets and debts of at
least $10 million.  Judge George B. Nielsen Jr. oversees the case.
Jordan A Kroop, Esq. at Perkins Coie LLP serves as the Debtor's
counsel.


ACCIPITER COMMS: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Accipiter Communications, Inc.
           dba Zona Communications
        2238 W Lone Cactus Drive, #100
        Phoenix, AZ 85027-2641

Case No.: 14-04372

Type of Business: Telecommunications services

Chapter 11 Petition Date: March 28, 2014

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

Judge: Hon. George B. Nielsen Jr.

Debtor's Counsel: Jordan A Kroop, Esq.
                  PERKINS COIE LLP
                  2901 N Central Avenue
                  Suite 2000
                  Phoenix, AZ 85012
                  Tel: 602-351-8017
                  Fax: 602-648-7076
                  Email: JKroop@perkinscoie.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Patrick Sherrill, president and chief
executive officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Bolinger, Segars, Gilbert       Professional     $18,000
& Moss, LLP                     Fees

Calix Networks, Inc.            Services         $21,005

CenturyLink                     Services          $4,398

CenturyLink Business            Services          $4,134

CHR Solutions, Inc.             Services         $30,933

Comdata                         Services          $5,000

Drinker, Biddle & Reath, LLP    Professional      $3,894
                                Services

Global Signal Acquisitions II   Services          $1,798
LLC

Graybar Electric, Inc.          Services          $1,712

Maricopa County Treasurer       Taxes           $323,030
PO Box 52133
Phoenix, AZ 85072-2133

Moss Adams LLP                  Services         $14,000

NTCA-Membership Dues            Professional      $3,042
                                Fees

Olsson Frank Weeda              Professional     $12,180
                                services

One Call Locators, Ltd.         Services          $2,652

Phoenix Synergy                 Services          $2,500

Povot Group, LLC                Services          $3,963

Talus Development Corporation   Services        $335,281
1742 W Grant Street
Phoenix, AZ 85007

Trueband                        Services          $3,250

Vivid Solutions, LLC            Services          $2,000

Yavapai Country Treasurer       Taxes            $12,044


ADVANCED MICRO: Completes Partial Tender Offers for Senior Notes
----------------------------------------------------------------
Advanced Micro Devices, Inc., has completed its offer to purchase
for cash, on a pro rata basis, up to $425,000,000 aggregate
principal amount of its 6.00 percent Convertible Senior Notes due
2015, at a purchase price equal to $1,065 per $1,000 of the
principal amount of those Notes, plus accrued and unpaid interest
thereon.

Pursuant to the offer, $423,282,000 aggregate principal amount of
the Notes were validly tendered and not withdrawn and AMD accepted
for payment $423,282,000 aggregate principal amount of those
Notes.  Payment of the aggregate consideration of approximately
$460,601,000 (including accrued and unpaid interest) will be made
on the validly tendered Notes in accordance with the terms of the
tender offer.  After giving effect to the purchase of the tendered
Notes, $42,310,000 aggregate principal amount of the Notes remains
outstanding.

The Company also completed its offer to purchase for cash an
aggregate principal amount of its outstanding 8.125 percent Senior
Notes due 2017, at a purchase price equal to $1,014.83 per $1,000
of the principal amount of those Notes, plus accrued and unpaid
interest thereon.  Holders of the Notes who validly tendered, and
did not validly withdraw, their Notes at or prior to 5:00 p.m. New
York City time on March 5, 2014, received an additional $30.00 for
each $1,000 principal amount of Notes purchased pursuant to the
tender offer, resulting in a total consideration of $1,044.83 for
each $1,000 principal amount of Notes.

Pursuant to the offer, $51,065,000 aggregate principal amount of
the Notes were validly tendered and not withdrawn (including
$49,434,000 aggregate principal amount of the Notes which were
validly tendered on or prior to the Early Tender Time) and AMD
accepted for payment $47,556,000 aggregate principal amount of
such Notes (including $46,043,000 aggregate principal amount of
the Notes which were validly tendered on or prior to the Early
Tender Time).  Payment of the aggregate consideration of
approximately $50,662,000 (including accrued and unpaid interest)
will be made on the validly tendered Notes in accordance with the
terms of the tender offer.  After giving effect to the purchase of
the tendered Notes, $452,444,000 aggregate principal amount of the
Notes remains outstanding.

AMD retained BofA Merrill Lynch to act as Dealer Manager for the
tender offers.  Questions regarding the tender offers may be
directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or
(980) 387-3907 (collect).

                   About Advanced Micro Devices

Sunnyvale, California-based Advanced Micro Devices, Inc., is a
global semiconductor company. The Company's products include x86
microprocessors and graphics.

Advanced Micro incurred a net loss of $83 million on $5.29 billion
of net revenue for the year ended Dec. 28, 2013, as compared with
a net loss of $1.18 billion on $5.42 billion of net revenue for
the year ended Dec. 29, 2012.

The Company's balance sheet at Dec. 28, 2013, showed $4.33 billion
in total assets, $3.79 billion in total liabilities and $544
million in total stockholders' equity.

                          *     *     *

In August 2013, Standard & Poor's Ratings Services revised its
outlook on Advanced Micro to negative from stable.  At the same
time, S&P affirmed its 'B' corporate credit and senior unsecured
debt ratings on AMD.

As reported by the TCR on Feb. 4, 2014, Fitch Ratings has affirmed
the 'CCC' long-term Issuer Default Rating (IDR) for Advanced Micro
Devices Inc.  The rating reflects Fitch's expectations for
negative near-term free cash flow (FCF) and limited top-line
visibility, despite solid product momentum heading into 2014.

In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service
lowered Advanced Micro Devices' corporate family rating to B2 from
B1.  The downgrade of the corporate family rating to B2 reflects
AMD's prospects for weaker operating performance and liquidity
profile over the next year as the company commences on a multi-
quarter strategic reorientation of its business in the face of a
challenging macro environment and a weak PC market.


ADVANCED MICRO DEVICES: Appoints Two Directors to Board
-------------------------------------------------------
Advanced Micro Devices, Inc., appointed Nora Denzel and Mike
Inglis to its board of directors, effective March 19, 2014.  AMD
also announced that current AMD board director Paulett Eberhart
has decided not to stand for re-election at AMD's 2014 Annual
Meeting of Stockholders.

Both Ms. Denzel and Mr. Inglis bring diverse industry expertise to
AMD, each currently serving or having previously served as a
director on the boards of, and in leadership roles at, other
public companies.  Ms. Denzel, most recently a senior executive of
Intuit, and previously of Hewlett-Packard Company and
International Business Machines Corporation, is currently a member
on the board of directors of Saba Software, Ericsson and
Outerwall.  She brings deep software experience to the board.  Mr.
Inglis' experience spans ARM Holdings plc, Motorola and Texas
Instruments.  He previously served on the board of directors of
ARM, currently serves on the board of directors of Pace plc, and
brings significant semiconductor experience across multiple
ecosystems to AMD's board.

"Nora and Mike are valuable additions to AMD's board of directors,
each offering diverse management, technology, and sales and
marketing expertise developed through years of leadership roles at
leading public companies," said Bruce Claflin, AMD's chairman of
the board.  "We are delighted they have agreed to join our board.
At the same time, I want to thank Paulett for her years of service
as a director.  Over the past 10 years she has helped guide the
company through the enormous changes that have affected our
industry and she will be missed.  The entire board wishes her
well."

Ms. Denzel holds a Bachelor of Science degree in Computer Science
from the State University of New York and a Master of Business
Administration degree from Santa Clara University.  Mr. Inglis
holds a Bachelor of Science degree in Electronic and Electrical
engineering from Birmingham University and a Master of Business
Administration degree from Cranfield School of Management.  In
addition, Mr. Inglis is a Chartered Engineer and a Member of the
Chartered Institute of Marketing.

Ms. Denzel and Mr. Inglis will receive compensation based on the
same policies as the Company's other non-employee directors, which
are described in the Company's definitive proxy statement filed
with the U.S. Securities and Exchange Commission on March 25,
2013.  On March 19, 2014, Ms. Denzel and Mr. Inglis were each
granted 69,269 restricted stock units.  Both grants become fully
vested and exercisable on the one-year anniversary of the grant
date.

Ms. H. Paulett Eberhart, who is currently a member of the Board,
will not stand for re-election to the Board at the Company's 2014
Annual Meeting of Stockholders.  Ms. Eberhart has decided not to
stand for re-election in order to focus on other matters.

                     About Advanced Micro Devices

Sunnyvale, California-based Advanced Micro Devices, Inc., is a
global semiconductor company. The Company's products include x86
microprocessors and graphics.

Advanced Micro incurred a net loss of $83 million on $5.29 billion
of net revenue for the year ended Dec. 28, 2013, as compared with
a net loss of $1.18 billion on $5.42 billion of net revenue for
the year ended Dec. 29, 2012.

The Company's balance sheet at Dec. 28, 2013, showed $4.33 billion
in total assets, $3.79 billion in total liabilities and $544
million in total stockholders' equity.

                          *     *     *

In August 2013, Standard & Poor's Ratings Services revised its
outlook on Advanced Micro to negative from stable.  At the same
time, S&P affirmed its 'B' corporate credit and senior unsecured
debt ratings on AMD.

As reported by the TCR on Feb. 4, 2014, Fitch Ratings has affirmed
the 'CCC' long-term Issuer Default Rating (IDR) for Advanced Micro
Devices Inc.  The rating reflects Fitch's expectations for
negative near-term free cash flow (FCF) and limited top-line
visibility, despite solid product momentum heading into 2014.

In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service
lowered Advanced Micro Devices' corporate family rating to B2 from
B1.  The downgrade of the corporate family rating to B2 reflects
AMD's prospects for weaker operating performance and liquidity
profile over the next year as the company commences on a multi-
quarter strategic reorientation of its business in the face of a
challenging macro environment and a weak PC market.


AEROGROW INTERNATIONAL: Lazarus Stake Down to 10% as of March 20
----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Lazarus Investment Partners LLLP, Lazarus
Management Company LLC, and Justin B. Borus disclosed that as of
March 20, 2014, they beneficially owned 589,840 shares of common
stock of AeroGrow International, Inc., representing 10 percent of
the shares outstanding.  The reporting persons previously owned
919,011 shares at Dec. 31, 2013.  A copy of the regulatory filing
is available for free at http://is.gd/voh6We

                           About AeroGrow

Boulder, Colo.-based AeroGrow International, Inc., is a developer,
marketer, direct-seller, and wholesaler of advanced indoor garden
systems designed for consumer use and priced to appeal to the
gardening, cooking, and healthy eating, and home and office decor
markets.

Aerogrow incurred a net loss of $8.25 million for the year ended
March 31, 2013, as compared with a net loss of $3.55 million
during the prior year.  For the nine months ended Dec. 31, 2013,
the Company incurred a net loss of $246,000.  As of Dec. 31, 2013,
the Company had $5.20 million in total assets, $2.54 million in
total liabilities and $2.65 million in total stockholders' equity.


ALION SCIENCE: Waiver Agreement Extended Until April 30
-------------------------------------------------------
On March 22, 2010, Alion Science and Technology Corporation
entered into a revolving credit agreement among Credit Suisse AG,
as administrative agent, lenders party thereto from time to time
and certain of Alion's subsidiaries.  The Existing Revolving
Credit Agreement financial statement covenant requires delivery of
an audit opinion without a "going concern" explanatory note or any
similar qualification or exception and without any qualification
or exception as to the scope of that audit.

Effective as of Dec. 12, 2013, in anticipation of a potential
covenant breach resulting from the Company's receipt of an audit
opinion with respect to its 2013 fiscal year end financial
statements that would include a "going concern" explanatory note,
the Existing Revolving Credit Agreement lenders agreed initially
to waive the potential breach of the Existing Revolving Credit
Agreement which would have resulted, absent the waiver, from
receiving the audit opinion with the going concern explanatory
note.  Alion paid no fee for this initial waiver.  Effective as of
Dec. 21, 2013, Alion and the Existing Revolving Credit Agreement
lenders amended the waiver agreement to waive the potential breach
of the Existing Revolving Credit Agreement through Feb. 21, 2014.
Alion paid no fee for the waiver effective through Feb. 21, 2014.
As previously disclosed, effective as of Feb. 21, 2014, the
Existing Revolving Credit Agreement lenders agreed to extend the
effective period for the waiver through and including March 31,
2014.  The Company paid a $175,000 fee to extend the waiver
through March 31, 2014 and, pursuant to the terms of the Feb. 21,
2014, waiver agreement, the Company paid the Existing Revolving
Credit Agreement lenders an additional $175,000 fee because the
Existing Revolving Credit Agreement was not refinanced by March
23, 2014.  Effective
March 31, 2014, the Existing Revolving Credit Agreement lenders
agreed to further extend the effective period for this waiver
through and including April 30, 2014, and the Company paid a fee
in connection with the Waiver.

Savings Plan Amendment

On March 28, 2014, the Company amended the Alion Science and
Technology Corporation Employee, Savings and Investment Plan by
adopting the Fourth Amendment to the Plan dated as of March 28,
2014.  As previously disclosed, on Dec. 24, 2013, the Company
entered into an agreement with ASOF II Investments, LLC,  and
Phoenix Investment Adviser LLC, which was amended on Feb. 13,
2014, setting forth terms concerning potential transactions to
refinance the Company's indebtedness.  Because the final terms of
all of the Refinancing Transactions are not known yet, the ESOP
Committee and the Trustee decided to delay the regularly scheduled
March 31, 2014, valuation of Alion's common stock and the transfer
of employee deferral, transfer and eligible rollover dollars
directed for investment in the Plan, and the corresponding sale of
shares of the Company's common stock to the ESOP Trust, until the
refinancing process is completed.

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

                        http://is.gd/CSOb4O

                        About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

Alion Science has been reporting losses for four consecutive years
from Sept. 30, 2010, to Sept. 30, 2013.  In 2013, Alion Science
incurred a net loss of $36.59 million.

Deloitte & Touche LLP, in McLean, Virginia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2013.  The independent auditors noted
that the Company does not expect to be able to repay its existing
debt at their scheduled maturities.  The Company's financing
needs, its recurring net losses, and its excess of liabilities
over assets raise substantial doubt about its ability to continue
as a going concern, the auditors stated.

As of Dec. 31, 2013, the Company had $599.39 million in total
assets, $787.09 million in total liabilities, $61.89 million in
redeemable common stock, $20.78 million in common stock warrants,
$130,000 in accumulated other comprehensive loss and a $270.51
million accumulated deficit.

"Our liabilities exceed our assets which makes refinancing our
debt more difficult and expensive.  Operating cash flow is
insufficient to repay the Secured and Unsecured Notes at maturity,
which raises substantial doubt as to the Company's ability to
continue as a going concern," the Company said in the Form 10-Q.

                        Bankruptcy Warning

Management's cash flow projections indicate that absent a
refinancing transaction or series of transactions, the Company
will be unable to pay the principal and accumulated unpaid
interest on its Secured Notes and Unsecured Notes when those
instruments mature in November 2014 and February 2015,
respectively.  On Dec. 24, 2013, Alion entered into an agreement
with the holders of a majority of its Unsecured Notes regarding
certain possible refinancing transactions.

The proposed refinancing transactions involve: replacing Alion's
credit facility; refinancing the Secured Notes with $350 million
in new secured term loans; exchanging our Unsecured Notes for
either new third lien notes and a series of new warrants, or a
limited amount of cash for a portion of Unsecured Notes at a price
below par; payment of accrued and unpaid interest; and obtaining
certain consents from Unsecured Noteholders.

"However, management can provide no assurance that we will be able
to enter into definitive agreements regarding the terms of the
refinancing transactions or conclude a refinancing of our
Unsecured Notes, or that additional financing will be available to
retire or replace our Secured Notes, and if available, that terms
of any transaction would be favorable or compliant with the
conditions for such financing set forth in the Refinancing Support
Agreement.  The Company's high debt levels, of which $332.5
million matures on November 1, 2014 and Alion's recurring losses
will likely make it more difficult for Alion to raise capital on
favorable terms and could hinder its operations.  Further, default
under the Unsecured Note Indenture or the Secured Note Indenture
could allow lenders to declare all amounts outstanding under the
revolving credit facility, the Secured Notes and the Unsecured
Notes to be immediately due and payable.  Any event of default
could have a material adverse effect on our business, financial
condition and operating results if creditors were to exercise
their rights, including proceeding against substantially all of
our assets that secure the Credit Agreement and the Secured Notes,
and will likely require us to invoke insolvency proceedings
including, but not limited to, a voluntary case under the U.S.
Bankruptcy Code," the Company said in its quarterly report for the
period ended Dec. 31, 2013.

                            *   *    *

As reported by the TCR on March 10, 2014, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
McLean, Va.-based Alion Science and Technology Corp. to 'CC' from
'CCC+'.

"The ratings downgrade reflects a capital structure that matures
within 12 months, a currently 'weak' liquidity assessment, which
we revised from 'less than adequate', and our expectation that we
would classify an exchange offer or similar restructuring
undertaken by Alion as distressed," said Standard & Poor's credit
analyst Martha Toll-Reed.


ALLIED SYSTEMS: Taps PwC to Provide 2013 Tax Compliance Services
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on April 21, 2014, at 10:00 a.m., to consider
Allied Systems Holdings, Inc., et al.'s motion to expand the scope
of PricewaterhouseCoopers LLP's employment pursuant to an
engagement letter, dated Jan. 27, 2014.

On Sept. 25, 2012, the Court approved the employment of PwC for
the purposes of providing the Debtors with tax compliance services
relating to the tax year beginning Jan. 1, 2011, until Dec. 31,
2011.

The Debtors, in their supplemental application, said PwC will
provide substantially similar services that the firm provided for
the years ended Dec. 31, 2011, and Dec. 31, 2012, for the year
ended Dec. 31, 2013.

Accordingly, PwC will provide these tax compliance services:

   * preparation of U.S. Corporation Income Tax Return,
     Form 1120, for the tax year beginning Jan. 1, 2013,
     until Dec. 31, 2013;

   * preparation of required state corporate income tax
     returns for the tax year beginning Jan. 1, 2013, until
     Dec. 31, 2013, estimates and extensions as requested by
     Allied Holdings and listed in Exhibit I to the engagement
     letter; and

   * completion of Schedule UTP, if applicable.

PwC may also provide additional services, including (i) providing
advice, answers to questions, or opinions on tax planning or
reporting matters, including research, discussions, preparation of
memoranda, and attendance at meetings relating to the matters, as
mutually determined to be necessary and (ii) providing advice or
assistance with respect to matters involving the Internal Revenue
Service or other tax authorities on an as-needed or as-requested
basis.

The Debtors will make every effort to ensure that the tax
compliance services will not duplicate the services that the
Debtors' other professionals will be providing in the cases.

PwC will seek compensation for the tax compliance services on
a fixed fee basis.  The fixed fee will be $240,000, plus any
reasonable out-of-pocket expenses, any applicable sales, use or
value added tax, and PwC's internal per ticket charges for booking
travel.

The fixed fee for the tax compliance services will be billed
according to this schedule, subject to the interim and final fee
application process.

   Upon signing the tax compliance letter:           $48,000
   March 1, 2014:                                    $48,000
   April 1, 2014:                                    $48,000
   May 1, 2014:                                      $48,000
   Upon completion of the Tax Compliance Services:   $48,000

The additional tax compliance services will be billed according to
these hourly rates:

       Staff                                 Level Rate
       -----                                 ----------
       Partner                                  $730
       Director                                 $450
       Manager                                  $360
       Senior                                   $260
       Associate                                $185

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

                About Allied Systems Holdings, Inc.

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. first filed for chapter 11 protection (Bankr.
N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005.
Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the
Debtors in the 2005 case.  Allied won confirmation of a
reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., and Jeffrey W. Kelley, Esq., at
Troutman Sanders, Gowling Lafleur Henderson.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

Yucaipa Cos. has 55 percent of the senior debt and took the
position it had the right to control actions the indenture trustee
would take on behalf of debt holders.  The state court ruled in
March 2013 that the loan documents didn't allow Yucaipa to vote.

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


ALLONHILL LLC: Meeting to Form Creditors' Panel on April 10
-----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on April 10, 2014, at 10:00 a.m. in
the bankruptcy case of Allonhill LLC.  The meeting will be held
at:


         J. Caleb Boggs Federal Building
         844 King St., Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.


ALLONHILL LLC: Section 341(a) Meeting Set on May 1
--------------------------------------------------
A meeting of creditors in the bankruptcy case of Allonhill, LLC,
will be held on May 1, 2014, at 3:00 p.m.

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

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

Allonhill, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-10663) on March 26, 2014.  The Debtor disclosed
estimated assets of $50 million and total debts of $29.9 million.
Hogan Lovells US LLP serves as the Debtor's general counsel.
Bayard, P.A., is the Debtor's local counsel.  Upshot Services LLC
is the Debtor's claims and noticing agent.


ALPHA NATURAL: Bank Debt Trades at 3% Off
-----------------------------------------
Participations in a syndicated loan under which Alpha Natural
Resources is a borrower traded in the secondary market at 96.93
cents-on-the-dollar during the week ended Friday, April 4, 2014,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents a decrease
of 0.63 percentage points from the previous week, The Journal
relates.  Alpha Natural Resources pays 275 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
31, 2020, and carries Moody's Ba2 rating and Standard & Poor's BB-
rating.  The loan is one of the biggest gainers and losers among
205 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

As reported in the Troubled Company Reporter-Latin America on Dec.
16, 2013, Standard & Poor's Ratings Services said it assigned its
'B-' issue-level rating (one notch lower than the corporate credit
rating) to Alpha Natural Resources Inc.'s proposed $250 million
convertible senior notes due 2020.


AMERICAN APPAREL: FiveT Capital Holds 11.5% Equity Stake
--------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, FiveT Capital Holding AG and FiveT Capital AG
disclosed that as of March 26, 2014, they beneficially owned
20,000,000 shares of common stock of American Apparel, Inc.,
representing 11.54 percent of the shares outstanding.  A copy of
the regulatory filing is available for free at http://is.gd/MucNNn

                      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.


AMERICAN MEDICAL: A.M. Best Lowers Fin. Strength Rating to C(Weak)
------------------------------------------------------------------
A.M. Best has downgraded the financial strength rating to C (Weak)
from C+ (Marginal) and issuer credit rating to "ccc+" from "b-" of
American Medical and Life Insurance Company (AMLI) (New York, NY).
The outlook for the FSR is stable, while the outlook for the ICR
is negative.  AMLI is a wholly owned subsidiary of TREK Holdings,
Inc. (TREK).  Concurrently, A.M. Best has withdrawn the ratings as
the company has requested to no longer participate in A.M. Best's
interactive rating process.

The rating actions reflect a $900,000 net loss and associated
$1.47 million decline in absolute capital and surplus reported
through September 30, 2013.  Moreover, A.M. Best did not receive
additional financial data as was requested from the company.
Additionally, the rating actions consider TREK's level of debt and
the going concern opinion issued by its independent auditors in
conjunction with its 2012 financial statements.


AMINCOR INC: Approves Grant of 280,000 Stock Options to Execs.
--------------------------------------------------------------
Pursuant to a unanimous written consent, dated as of March 17,
2014, the Board of Directors of Amincor, Inc., approved the grant
of options to purchase common stock to John R. Rice, III,
president, Joseph F. Ingrassia, vice-president and
Robert L. Olson, director and certain management and employees of
the Company and certain officers and employees of its subsidiary
companies.  Messrs. Rice, Ingrassia were each granted 120,000
options and Mr. Olson was granted 40,000 options.

The options granted have an exercise price of $0.50.  Fifty
percent of the options vest and are exercisable on the first
anniversary of the grant date and 100 percent of the options vest
and are exercisable on the second anniversary of the grant date,
so long as the optionee is still employed by the Registrant or its
subsidiaries.  The options are valid for five years from the grant
date and will expire thereafter.  Each optionee will sign a Non-
Qualified Stock Option Agreement with the Company which more fully
details the terms and conditions of the grant.

                          About Amincor Inc.

New York, N.Y.-based Amincor, Inc., is a holding company
operating through its operating subsidiaries Baker's Pride, Inc.,
Environmental Holdings Corp. and Tyree Holdings Corp., and Amincor
Other Assets, Inc.

BPI is a producer of bakery goods.  Tyree performs maintenance,
repair and construction services to customers with underground
petroleum storage tanks and petroleum product dispensing
equipment.

Through its wholly owned subsidiaries, Environmental Quality
Services, Inc., and Advanced Waste & Water Technology, Inc., EHC
provides environmental and hazardous waste testing and water
remediation services in the Northeastern United States.

Other Assets, Inc., was incorporated to hold real estate,
equipment and loan receivables.  As of March 31, 2013, all of
Other Assets' real estate and equipment are classified as held for
sale.

As reported in the TCR on April 24, 2013, Rosen Seymour Shapss
Martin & Company, in New York, expressed substantial doubt about
Amincor's ability to continue as a going concern, citing the
Company's recurring net losses from operations and working capital
deficit of $21.2 million as of Dec. 31, 2012.

The Company's balance sheet at Sept. 30, 2013, showed $31.93
million in total assets, $36.48 million in total liabilities and a
$4.55 million total deficit.


ANACOR PHARMACEUTICALS: Chairman Assumes Pres. & CFO Positions
--------------------------------------------------------------
Anacor Pharmaceuticals, Inc.'s Board of Directors has appointed
Paul L. Berns, Anacor's Chairman of the Board of Directors, to
assume the role of president and chief executive officer,
effective immediately.  Mr. Berns succeeds David P. Perry who has
served as Anacor's president and chief executive officer since
2002.

Mr. Berns has over 20 years of industry experience as an executive
in biotechnology and pharmaceutical companies.  He most recently
served as the president and chief executive officer of Allos
Therapeutics prior to its acquisition by Spectrum Pharmaceuticals,
Inc., in 2012.

"We appreciate David's commitment to Anacor and the many
contributions he has made over the past 12 years to help build
Anacor into the company it is today," said Paul Klingenstein,
Chair of the Nominating and Governance Committee of the Anacor
Board.  "We are delighted to have attracted a proven leader of
Paul's capabilities to assume the role of CEO for the next phase
of Anacor's growth.  Having served as Chairman, Paul has a deep
knowledge of Anacor's management team, strategy, partners and
development pipeline, thus enabling a smooth transition.
Additionally, Paul's significant commercial and product
development experience, combined with his strategic and business
development expertise, makes him ideally suited to lead Anacor as
we seek to achieve our goals."

"I am honored to lead Anacor at a time when it has a number of
promising product candidates," commented Mr. Berns.  "We await
action by the FDA this summer on our Kerydin NDA and look forward
to launching pivotal studies of AN2728 in mild-to- moderate atopic
dermatitis patients.  We are encouraged by the progress of our
lead programs and are confident in our financial strength and
commercialization prospects.  I look forward to working closely
with the Company's talented team as we continue to make progress
on the next steps for Kerydin and the ongoing development of
AN2728."

                     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.

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.

The Company's balance sheet at Sept. 30, 2013, showed $44.88
million in total assets, $52.15 million in total liabilities,
$4.95 million in redeemable common stock and a $12.22 million
total stockholders' deficit.


ASHLEY STEWART: Taps Cole Schotz as NJ & Bankr. Co-Counsel
----------------------------------------------------------
Ashley Stewart Holdings, Inc., et al., ask the U.S. Bankruptcy
Court for the District of New Jersey for permission to employ
Cole, Schotz, Meisel, Forman & Leonard, P.A., as New Jersey and
bankruptcy co-counsel.

Cole Schotz will perform legal services for the Debtors,
including, but not limited to:

   a) review all motions and pleadings for local compliance and,
      to the extent requested by the Debtors or their primary
      bankruptcy counsel, Curtis, Mallet-Prevost, Colt & Mosle
      LLP, provide substantive input and advice;

   b) file all motions and pleadings with the Court; and

   c) coordinate with Chambers, the Court clerk, and the U.S.
      Trustee on scheduling hearings and status conferences and
      any other matters.

Michael D. Sirota, Esq., a shareholder of Cole Schotz, assures the
Court that Cole Schotz is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

According to Mr. Sirota, the Debtors on Feb. 24, 2014, provided to
Cole Schotz a retainer in the amount of $50,000.  On March 4, Cole
Schotz applied $4,335 of the original retainer against an invoice
for contemporaneous services rendered and charges incurred through
Feb. 28.  Additionally, it is the Debtors' understanding that on
March 7, Cole Schotz applied the sum of $24,286 of the original
retainer for estimated fees and costs until March 7, the final
prepetition business day, for which an invoice had not yet been
issued by Cole Schotz.  It is the Debtors' further understanding
that on March 11 all fees and substantially all out-of-pocket
disbursements until March 10 were finally posted within Cole
Schotz's computerized billing system.  On that day, Cole Schotz
issued a bill to the Debtors in the amount of $18,216.

As a result of these payments, Cole Schotz does not hold any claim
against the Debtors or their estates for prepetition services
rendered and, as of the Filing Date, had a $27,448 retainer for
legal services to be rendered and costs to be incurred for and on
behalf of the Debtors after the Filing Date.

The firm can be reached at

          Michael D. Sirota, Esq.
          COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
          Court Plaza North 25 Main Street
          Hackensack, NJ 07602-0800
          Tel: (201) 489-3000
          Fax: (201) 489-1536

                      About Ashley Stewart

Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart
Inc., AS IP Holdings Inc. and NAS Gift LLC filed Chapter 11
petitions in Newark, New Jersey (Bankr. D.N.J. Case Nos. 14-14383
to 14-14386) on March 10, 2014.  Michael A. Abate signed the
petitions as senior vice president finance/treasurer.  Ashley
Stewart Holdings estimated assets and liabilities of at least $10
million.  The Hon. Michael B. Kaplan oversees the case.

Curtis, Mallet-Prevost, Colt & Mosle LLP serves as the Debtors'
general counsel.  Cole, Schotz, Meisel, Forman & Leonard, P.A., is
the Debtors' local counsel.  PricewaterhouseCoopers LLP acts as
the Debtors' financial advisor.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

The Debtor has obtained authority to conduct store closing sales
at 27 locations around the United States in accordance with a
consulting agreement with Gordon Brothers Retail Partners, LLC.


ASHLEY STEWART: Hires Curtis Mallet-Prevost as Bankr. Counsel
-------------------------------------------------------------
Ashley Stewart Holdings, Inc., et al., ask the U.S. Bankruptcy
Court for the District of New Jersey for permission to employ
Curtis, Mallet-Prevost, Colt & Mosle LLP as counsel.

Curtis will, among other things:

   a) 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;

   b) attend meetings and negotiate with representatives of
      creditors and other parties in interest; and

   c) take all necessary actions to protect and preserve the
      Debtors' estates, including prosecuting actions on the
      Debtors' behalf, defending any action commenced against the
      Debtors and representing the Debtors' interests in
      negotiations concerning litigation in which the Debtors are
      or become involved, including objections to claims filed
      against the Debtors' estates.

The hourly rates of the Curtis' personnel are:
         Partners                        $740 - $860
         Counsel                             $635
         Associates                      $305 - $600
         Paraprofessionals               $200 - $235

Curtis has not received compensation for services rendered in the
Chapter 11 cases to date.  Prior to the filing of the cases, the
Debtors paid Curtis $897,586 for (i) services rendered in
connection with representing the Debtors in the ordinary course of
its business and operations; (ii) services related to an attempted
out-of-court restructuring and in connection with preparing for
the Debtors' chapter 11 filing, including preparing first-day
motions, negotiating debtor-in-possession financing, and pursuing
a going concern sale transaction for all or substantially all of
their assets; and (iii) expenses related thereto.

As of the Petition Date, Curtis had incurred fees and expenses in
excess of the amount received from the Debtors prior to the
bankruptcy filing.  As a courtesy to the Debtors, Curtis wrote off
any resulting balance that may have been owed by the Debtors as of
the Petition Date.  Accordingly, as of the Petition Date, the
Debtors did not owe Curtis any amounts for prepetition services
rendered or expenses incurred for any reason.

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

                      About Ashley Stewart

Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart
Inc., AS IP Holdings Inc. and NAS Gift LLC filed Chapter 11
petitions in Newark, New Jersey (Bankr. D.N.J. Case Nos. 14-14383
to 14-14386) on March 10, 2014.  Michael A. Abate signed the
petitions as senior vice president finance/treasurer.  Ashley
Stewart Holdings estimated assets and liabilities of at least $10
million.  The Hon. Michael B. Kaplan oversees the case.

Curtis, Mallet-Prevost, Colt & Mosle LLP serves as the Debtors'
general counsel.  Cole, Schotz, Meisel, Forman & Leonard, P.A., is
the Debtors' local counsel.  PricewaterhouseCoopers LLP acts as
the Debtors' financial advisor.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

The Debtor has obtained authority to conduct store closing sales
at 27 locations around the United States in accordance with a
consulting agreement with Gordon Brothers Retail Partners, LLC.


ASHLEY STEWART: Prime Clerk to Serve as Administrative Advisor
--------------------------------------------------------------
Ashley Stewart Holdings, Inc., et al., ask the U.S. Bankruptcy
Court for the District of New Jersey for permission to employ
Prime Clerk LLC as administrative advisor, nunc pro tunc to of the
Petition Date.

Prime Clerk will, among other things:

   a. assist with, among other things, solicitation, balloting
      and tabulation of votes, and prepare any related reports, as
      required in support of confirmation of a chapter 11 plan,
      and in connection with such services, process requests for
      documents from parties in interest, including, if
      applicable, brokerage firms, bank back offices and
      institutional holders;

   b. prepare an official ballot certification and, if necessary,
      testify in support of the ballot tabulation results;

   c. assist with preparation of the Debtors' schedules of assets
      and liabilities and statements of financial affairs and
      gather data in conjunction therewith.

Michael J. Frishberg, co-president and chief operating officer of
Prime Clerk, tells the Court that prior to the Petition Date, the
Debtors provided Prime Clerk a retainer in the amount of $40,000.
Prime Clerk seeks to first apply the retainer to prepetition
invoices and thereafter, to have the retainer replenished to the
original retainer amount, and thereafter, to hold the retainer
under the services agreement during the cases as security for the
payment of fees and expenses incurred under the services
agreement.

Mr. Frishberg assures the Court Prime Clerk is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                      About Ashley Stewart

Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart
Inc., AS IP Holdings Inc. and NAS Gift LLC filed Chapter 11
petitions in Newark, New Jersey (Bankr. D.N.J. Case Nos. 14-14383
to 14-14386) on March 10, 2014.  Michael A. Abate signed the
petitions as senior vice president finance/treasurer.  Ashley
Stewart Holdings estimated assets and liabilities of at least $10
million.  The Hon. Michael B. Kaplan oversees the case.

Curtis, Mallet-Prevost, Colt & Mosle LLP serves as the Debtors'
general counsel.  Cole, Schotz, Meisel, Forman & Leonard, P.A., is
the Debtors' local counsel.  PricewaterhouseCoopers LLP acts as
the Debtors' financial advisor.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

The Debtor has obtained authority to conduct store closing sales
at 27 locations around the United States in accordance with a
consulting agreement with Gordon Brothers Retail Partners, LLC.


BALL CORP: COO Heske's Demise No Impact on Moody's Ba1 CFR
----------------------------------------------------------
"On March 24, 2014, Ball Corporation announced the passing of
Gerrit Heske, 49, senior vice president and chief operating
officer, global metal beverage packaging. Scott C. Morrison,
senior vice president and chief financial officer, will assume
responsibility for the global metal beverage business on an
interim basis," says Moody's Investors Service.

The interim managerial change will have no impact on Ball's Ba1
corporate family rating, stable outlook and other instrument
ratings. Scott Morrison has been with Ball for 15 years and
distinguished himself as a capable manager. The company also has
capable staff in both operations and finance to manage through the
transition. Ball has ample room within the rating category, strong
free cash flow and good liquidity.

Broomfield, Colorado-based Ball Corporation is a manufacturer of
metal packaging, primarily for beverages, foods and household
products, and a supplier of aerospace and other technologies and
services to government and commercial customers. Revenue for the
twelve month period ended December 31, 2013 totaled approximately
8.5 billion.


BARRACK'S ROW: Section 341(a) Meeting Scheduled on April 23
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Barrack's Row
wlll be held on April 23, 2014, at 3:00 p.m. U.S. Trustee's
Meeting Room, Room 1207.  Creditors have until Aug. 1, 2014, to
submit their proofs of claim.

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

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

Barracks Row Ent Group LLC and nine of its affiliates files
separate Chapter 11 bankruptcy petitions (Bankr. D.D.C. Case Nos.
14-00167 to 14-00176) on March 28, 2014.  The Debtors estimated
assets of $500,000 to $1 million and liabilities of $1 million to
$10 million.  Yumkas, Vidmar & Sweeney, LLC, serves as the
Debtors' counsel.  Steyer Lowenthal Boodbrookas Alvarez & Smith
LLP is the Debtors' special litigation counsel.  Judge Martin S.
Teel, Jr., presides over the case.


BEAZER HOMES: Fitch Rates $325MM Sr. Notes Offering 'CCC+/RR5'
--------------------------------------------------------------
Fitch Ratings has assigned a 'CCC+/RR5' rating to Beazer Homes
USA, Inc.'s offering of $325 million principal amount of 5.75%
senior unsecured notes due 2019.  The notes issue will be ranked
on a pari passu basis with BZH's existing senior unsecured notes.
Net proceeds from the notes offering will be used to fund or
replenish cash that is expected to be used to fund the redemption
of its 9.125% senior notes due 2018 ($298 million outstanding as
of Dec. 31, 2013).

Key Rating Drivers

The rating and Outlook for BZH is based on the company's execution
of its business model in the current moderately recovering housing
environment, its land policies, and geographic diversity.  The
company's rating and Outlook is also supported by its solid
liquidity position.

Risk factors include the cyclical nature of the homebuilding
industry, the company's high debt load and high leverage, BZH's
underperformance relative to its peers in certain operational and
financial categories, and its current over-exposure to the credit-
challenged entry level market (approximately 60% of BZH's
customers are first-time home buyers).

Liquidity

BZH ended the December 2013 quarter with $382.6 million of
unrestricted cash and no borrowings under its $150 million secured
revolving credit facility.  The company's debt maturities are
well-laddered, with no major maturities until 2016, when $172.9
million of senior notes become due.

Land Strategy

BZH maintains a 5.7-year supply of lots (based on last 12 months
deliveries), 79% of which are owned, and the balance controlled
through options.  As is the case with other public homebuilders,
the company is rebuilding its land position and trying to
opportunistically acquire land at attractive prices. Total lots
controlled as of Dec. 31, 2013 increased 15.4% year-over-year
(yoy) and grew 3.5% compared with the previous quarter.

The company has been aggressive in its land and development
spending following the successful execution of its capital markets
transactions in 2012.  BZH spent roughly $475.2 million on land
purchases and development activities during fiscal 2013 (ending
Sept. 30, 2013) compared with $185.6 million expended during
fiscal 2012.  During the first quarter of fiscal 2014, the company
spent $123.8 million on land and development, up from the $90
million expended during the same period last year. BZH expects to
spend about $500 million on land and development during fiscal
2014.  As a result, Fitch expects BZH will be cash flow negative
by about $100 million - $150 million this fiscal year.

Fitch is comfortable with BZH's land strategy given the company's
liquidity position, debt maturity schedule, proven access to the
capital markets, and management's demonstrated discipline in
pulling back on its land and development activities during periods
of distress.

The Industry

Housing metrics showed improvement in 2013.  Single-family housing
starts grew 15.4%, while new-home sales increased 16.3%. Existing
home sales advanced 9.2% in 2013.  The most recent Freddie Mac 30-
year interest rate was 4.40%, 109 bps above the all-time low of
3.31% set the week of Nov. 21, 2012.  The NAR's latest monthly
existing home affordability index was 174.2, well below the all-
time high of 213.6, but still meaningfully above the 20-year
average.  Housing metrics should increase in 2014 due to faster
economic growth (prompted by improved household net worth,
industrial production and consumer spending), and consequently,
some acceleration in job growth (as unemployment rates decrease to
6.9% for 2014 from an average of 7.5% in 2013), despite somewhat
higher interest rates as well as more measured home price
inflation.

Fitch's housing estimates for 2014 are as follows: Single-family
starts are forecast to grow almost 20% to 741,000, while
multifamily starts expand about 8% to 333,000; single-family new-
home sales should grow approximately 20% to 513,000 as existing
home sales advance 2.0% to 5.19 million.  Average single-family
new-home prices (as measured by the Census Bureau), which dropped
1.8% in 2011, increased 8.7% in 2012.  Median new-home prices
expanded 2.4% in 2011 and grew 7.9% in 2012.  Average and median
new-home prices improved 9.8% and 8.4%, respectively, in 2013.
New-home price inflation should moderate in 2014, at least
partially because of higher interest rates.  Average and median
new-home prices should rise about 3.5% this year.

Operating Environment

There has been some short-term volatility in certain housing
metrics following the increase in interest rates (and higher home
prices) during the past nine months as well as harsh winter
weather conditions in some parts of the country.

For the public homebuilders in Fitch's coverage, net order gains
substantially slowed or turned negative during the second half of
2013 following strong gains in the first half of the year.  On
average, net orders for these builders fell 2.1% during the fourth
quarter of 2013 (4Q'13) compared with a 1.5% increase during
3Q'13, a 16.8% improvement during 2Q'13, and a 28.2% growth during
1Q'13. Fitch expects weak order comparisons continued during the
1Q'14.

The company's new home orders fell 9% during the 2Q'14 (ending
March 31, 2014) following a 4% decline during 1Q'14 and a 7.4%
improvement during 4Q'13.  The drop in net new orders was due
primarily to lower community count, which decreased 6% and 8.6%
during 2Q'14 and 1Q'14, respectively.  The company reported 3.3
sales per community per month during 2Q'14 compared with 3.4 sales
per community per month last year.  BZH ended the 2Q'14 with 2,163
homes in backlog, a 2.2% decline compared with the same period
last year.

While there has been some weakness in housing activity so far this
year, Fitch expects the housing recovery will continue during
2014.  As Fitch noted in the past, the housing recovery will
likely occur in fits and starts.

Rating Sensitivities

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

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

Negative rating actions could occur if the recovery in housing
dissipates, resulting in BZH's revenues and operating losses
approaching 2011 levels, and the company maintains an overly
aggressive land and development spending program.  This could lead
to consistent and significant negative quarterly cash flow from
operations and diminished liquidity position.  In particular,
Fitch will review BZH's ratings if the company's liquidity
position (unrestricted cash plus revolver availability) falls
below $200 million.

Fitch currently rates BZH as follows:

-- Long-term Issuer Default Rating 'B-';
-- Secured revolver 'BB-/RR1';
-- Second lien secured notes 'BB-/RR1';
-- Senior unsecured notes 'CCC+/RR5';
-- Junior subordinated debt 'CCC/RR6'.

The Rating Outlook is Stable.

The Recovery Rating (RR) of 'RR1' on BZH's secured credit
revolving credit facility and second-lien secured notes indicates
outstanding recovery prospects for holders of these debt issues.
The 'RR5' on BZH's senior unsecured notes indicates below-average
recovery prospects for holders of these debt issues.  BZH's
exposure to claims made pursuant to performance bonds and joint
venture debt and the possibility that part of these contingent
liabilities would have a claim against the company's assets were
considered in determining the recovery for the unsecured
debtholders.  The 'RR6' on the company's junior subordinated notes
indicates poor recovery prospects for holders of these debt issues
in a default scenario.  Fitch applied a liquidation value analysis
for these recovery ratings.


BEAZER HOMES: Moody's Rates New $300MM Unsecured Notes 'Caa2'
-------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Beazer Homes
USA, Inc.'s (Beazer) proposed $300 million senior unsecured note
offering due 2019, proceeds of which will be used for general
corporate purposes. At the same time, Moody's affirmed the
company's Caa1 Corporate Family Rating, Caa1-PD Probability of
Default rating, Caa2 rating on the existing senior unsecured
notes, and SGL-3 speculative grade liquidity rating. Moody's also
upgraded the existing senior secured notes to B1 from B2. The
rating outlook was changed to positive from stable.

The rating outlook was changed to positive from stable because
Moody's expects the company's credit metrics to continue to
improve over the next year as it benefits from increasing demand
for new homes. In addition, the debt leverage is projected to
improve significantly, albeit still elevated, in 2015 due to the
expected reversal of the valuation allowance against deferred tax
assets of around $400 million.

The following rating actions were taken:

$300 million of proposed senior unsecured notes, due 2019,
assigned Caa2 (LGD4, 67%);

Corporate Family Rating, affirmed at Caa1;

Probability of Default Rating, affirmed at Caa1-PD;

Existing senior secured notes, upgraded to B1 (LGD2, 18%) from B2,
(LGD3, 31%);

Existing senior unsecured notes, affirmed at Caa2, LGD rate
changed to LGD4, 67% from LGD5, 73%;

Speculative Grade Liquidity (SGL) assessment affirmed at SGL-3;

Rating outlook is changed to positive from stable.

All of Beazer's debt is guaranteed by its principal operating
subsidiaries.

RATINGS RATIONALE

The Caa1 Corporate Family Rating reflects Moody's expectation that
Beazer's operating and financial performance, while improving,
will remain weak in the intermediate term, including elevated debt
leverage, weak interest coverage metrics, and negative cash flow
generation as the company pursues land investments.

At the same time, the rating reflects Beazer's robust top line
growth, improvement in gross margins and SG&A expense as a % of
sales, and Moody's view that the company will soon return to
profitability on a net income basis supported by the strengthening
housing market, its solid demand and increasing pricing. In
addition, the ratings are supported by Beazer's extended debt
maturity profile, sufficient liquidity, and our expectation that
the company can accelerate new community count.

The proceeds from the $300 million senior unsecured notes will be
used for general corporate purposes. Pro forma debt to
capitalization ratio is expected to remain virtually unchanged at
87%.

The SGL-3 rating reflects Beazer's adequate liquidity position
over the next 12-18 months. The company's liquidity is supported
by $383 million of cash balance at December 31, 2013 and the full
availability under its $150 million senior secured revolving
credit facility due 2015. The liquidity, however, is constrained
by the expectation of negative cash flow generation, covenant
compliance requirements in the credit agreement, and limited
sources of alternate liquidity.

The positive rating outlook reflects Moody's expectation that
company's credit metrics will continue to improve over the next
year as it benefits from increasing demand for new homes. The debt
leverage will further improve in 2015 from the expected reversal
of the valuation allowance against deferred tax assets of around
$400 million.

The outlook and/or ratings could come under pressure if the
company were to deplete its cash reserves either through operating
losses or through a sizable investment or other transaction.

The ratings could improve if the company achieves sustained
profitability, maintains adequate liquidity, continues to grow its
tangible equity base, and reduces adjusted debt leverage to below
65%.

Headquartered in Atlanta, Georgia, Beazer Homes USA, Inc. has
presence in 16 states in three geographic regions and targets
entry-level, move-up and retirement-oriented home buyers. Total
revenues and consolidated net loss from continuing operations for
the last twelve month period ended December 31, 2013 were
approximately $1.3 billion and $(20) million, respectively.


BEAZER HOMES: S&P Assigns CCC Rating to $300MM Sr. Notes Due 2019
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' issue-level
rating and '6' recovery rating to Atlanta, Ga.-based homebuilder
Beazer Homes USA Inc.'s proposed offering of $300 million of
senior notes due 2019.  S&P's '6' recovery rating on this debt
indicates its expectation for a negligible (0% to 10%) recovery if
a default occurs.  The 'B-' corporate credit rating on Beazer and
the 'B' issue-level rating on the company's 2018 secured notes
remain unchanged.  The outlook is stable.

The company plans to use proceeds from the offering to redeem the
$298 million outstanding of 9.125% senior unsecured notes due
2018.  The transaction will only extend the existing maturity by
10 months, but will reduce annual interest expense by close to
$10 million.  The notes will be guaranteed by substantially all of
Beazer's homebuilding subsidiaries and will rank equally with the
company's other senior unsecured obligations.

Standard & Poor's ratings on Beazer reflect the company's "highly
leveraged" financial risk profile, as measured by a heavy debt
load and sizable interest obligations.  S&P projects debt to
EBITDA to remain above 10x and debt to capital in the mid-80% area
through fiscal 2014.  S&P views the business risk profile as
"vulnerable" given the considerable operating improvements
necessary to generate meaningful profitability.

RATINGS LIST

Beazer Homes USA Inc.
Corp. credit rating            B-/Stable/--

New Rating
$300 mil senior unsecured notes         CCC
Recovery rating                         6


BG MEDICINE: Incurs $1.9 Million Net Loss in Fourth Quarter
-----------------------------------------------------------
BG Medicine, Inc., reported a net loss of $1.93 million on $1.14
million of total revenues for the three months ended Dec. 31,
2013, as compared with a net loss of $2.89 million on $1.07
million of total revenues for the same period a year ago.

For the year ended Dec. 31, 2013, the Company reported a net loss
of $15.84 million on $4.07 million of total revenues as compared
with a net loss of $23.76 million on $2.81 million of total
revenues during the prior year.

As of Dec. 31, 2013, the Company had $9.35 million in total
assets, $10.42 million in total liabilities and a $1.06 million
stockholders' deficit.

"In 2013, we addressed the fundamentals of our business," said
Paul R. Sohmer, M.D., president and chief executive officer.  "We
prioritized our actions and investments around what we believe are
the key drivers of adoption of our BGM Galectin-3 Test.  We
refocused our commercial strategy and restructured our clinical
research and discovery programs.  In so doing, we exceeded our
guidance for the year-ended 2013 for both revenue growth and
reduction in operating cash burn."

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

                        http://is.gd/i7y3QK

                          About BG Medicine

Waltham, Mass.-based BG Medicine is a diagnostics company focused
on the development and commercialization of novel cardiovascular
diagnostic tests to address significant unmet medical needs,
improve patient outcomes and contain healthcare costs.  The
Company is currently commercializing two diagnostic tests, the
first of which is the BGM Galectin-3 test, a novel assay for
measuring galectin-3 levels in blood plasma or serum for use as an
aid in assessing the prognosis of patients diagnosed with heart
failure.  The Company's second diagnostic test is the CardioSCORE
test, which is designed to identify individuals at high risk for
near-term, significant cardiovascular events, such as heart attack
and stroke.

In its annual report for the period ended Dec. 31, 2012, the
Company said: "We expect to incur further losses in the
commercialization of our cardiovascular diagnostic test and the
operations of our business and have been dependent on funding our
operations through the issuance and sale of equity securities.
These circumstances may raise substantial doubt about our ability
to continue as a going concern."


BIOLIFE SOLUTIONS: Offering $15.4 Million Worth of Units
--------------------------------------------------------
BioLife Solutions, Inc., priced a public offering and the entry
into definitive agreements with purchasers for the sale of
approximately 3.6 million units for gross proceeds to the Company
of approximately $15.4 million.  Each unit consists of one share
of the Company's common stock and one warrant, with each whole
warrant exercisable for seven years to purchase one share of the
Company's common stock at an exercise price of $4.75 per share.
The units are being offered at a price of $4.30 per unit.

Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann
Financial Services Inc. (NYSE MKT: LTS), is the sole placement
agent for the offering.  The Company intends to use the proceeds
of the offering for general corporate purposes, including working
capital.

The offering is being made only by means of a prospectus, copies
of which may be obtained from Ladenburg Thalmann & Co. Inc., 570
Lexington Ave, 11th Floor, New York, New York 10022 or by email at
prospectus@ladenburg.com.   Electronic copies of the prospectus
are available on the Securities and Exchange Commission's Web site
at www.sec.gov.

The offering is expected to close on or about March 25, 2014,
subject to the satisfaction or waiver of closing conditions
including, without limitation, the sale of the minimum offering
amount of 1,395,350 units and minimum gross proceeds of
$6,000,005, and the Company's common stock having been approved
for listing on the Nasdaq Capital Market.  The Company expects to
commence trading on the NASDAQ Capital Market on or about
March 26, 2014.  The units are being offered pursuant to an
effective registration statement.

Conversion Agreements

On Dec. 16, 2013, the Company entered into a note conversion
agreement with each of Thomas Girschweiler, an affiliate and
former director of the Company, and Walter Villiger, an affiliate
of the Company.  The noteholders held, as of Dec. 31, 2013, an
aggregate of $14.1 million, including $10.6 million principal
amount of outstanding promissory notes and approximately $3.5
million of accrued and unpaid interest under secured convertible
multi-draw term loan facility agreements entered into with each of
the noteholders on Jan. 11, 2008.  Pursuant to the Note Conversion
Agreements, the noteholders agreed to convert on a private
placement basis the outstanding indebtedness, including accrued
interest thereon in connection with and on substantially similar
terms as the Company's next "Qualified Financing", which was
defined as the "next offer and sale its equity for cash, provided
that a Qualified Financing shall not include any issuance of
securities of the Company pursuant to compensatory arrangements."

On Feb. 11, 2014, Mr. Girschweiler and Mr. Villiger assigned their
respective rights and obligations under the promissory notes, the
facility agreements and the Note Conversion Agreements to entities
wholly-owned and controlled by the noteholders, namely WAVI
Holding AG in the case of Mr. Villiger and Taurus4757 GmbH in the
case of Mr. Girschweiler.

If the Unit Offering closes, the indebtedness under the facility
agreements, including accrued interest thereon through the closing
date, will be converted on a private placement basis into units
having substantially similar terms as the Unit Offering,
concurrently with the Unit Offering closing.   The noteholders
would also release all security and the facility agreements would
be terminated.  If the Unit Offering closes on the terms described
in this Current Report on Form 8-K, WAVI Holding AG will be issued
approximately 1,777,211 units in exchange for the conversion of
approximately $5.7 million principal amount of outstanding
promissory note and $2 million of interest accrued thereon, and
Taurus 4757 GmbH will be issued approximately 1,544,194 units in
exchange for the conversion of approximately $4.9 million
principal amount of outstanding promissory note and $1.7 million
of interest accrued thereon.  The warrants issued to the note
holders will not include any beneficial ownership limitation.

                     About BioLife Solutions

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

BioLife Solutions incurred a net loss of $1.08 million in 2013,
a net loss of $1.65 million in 2012, and a net loss of $1.95
million in 2011.  As of Sept. 30, 2013, the Company had $3.20
million in total assets, $16.06 million in total liabilities and a
$12.85 million total shareholders' deficiency.


BIOZONE PHARMACEUTICALS: Cocrystal Reports $3.8-Mil. Loss in 2013
-----------------------------------------------------------------
Biozone Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission a copy of Cocrystal Discovery, Inc.'s
financial statements for the year 2013.

Cocrystal reported a net loss of $3.88 million on $0 of grant
revenue for the year ended Dec. 31, 2013, as compared with a net
loss of $849,000 on $0 of grant revenue during the prior year.
As of Dec. 31, 2013, Cocrystal had $1.66 million in total assets,
$386,000 in total liabilities, $10.10 million in series A
convertible preferred stock, and a $8.83 million total
stockholders' deficit.

Biozone Pharmaceuticals, Biozone Acquisitions Co., Inc., a wholly-
owned subsidiary of Biozone (the "Merger Sub"), and Cocrystal
entered into and closed an Agreement and Plan of Merger effective
Jan. 2, 2014.  Pursuant to the Merger Agreement, Merger Sub merged
with and into Cocrystal, with Cocrystal continuing as the
surviving corporation and a wholly-owned subsidiary of the
Company.

In connection with the Merger Agreement, the Company issued to
Cocrystal's security holders 1,000,000 shares of the Company's
Series B Convertible Preferred Stock.

A copy of Cocrystal's Annual Report is available for free at:

                       http://is.gd/tcR8aK

                  About Biozone Pharmaceuticals

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

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

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

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

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


BON-TON STORES: Gabelli Funds Stake at 6.6% as of March 19
----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Gabelli Funds, LLC, and its affiliates
disclosed that as of March 19, 2014, they beneficially owned
1,166,000 shares of common stock of The Bon-Ton Stores, Inc.,
representing 6.66 percent of the shares outstanding.  The
reporting persons previously owned 1,025,000 common shares at
Feb. 24, 2014.  A copy of the regulatory filing is available for
free at http://is.gd/IpoVVs

                        About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 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.


BONDS.COM GROUP: GFINet Reports 64.6% Stake as of March 11
----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, GFINet Inc. and GFI Group Inc. disclosed that
as of March 11, 2014, they beneficially owned 444,077 shares of
common stock of Bonds.com Group, Inc., representing 64.6 percent
of the shares outstanding.  The amount represents the number of
shares of common stock that would be beneficially owned upon full
conversion of the shares of Series E Preferred Stock and Series E-
2 Preferred Stock (in each case, assuming conversion as of Feb.
28, 2014), and the exercise of all common stock warrants held as
of Feb. 28, 2014.  The reporting persons previously owned
166,832,265 common shares at Oct. 17, 2012.  A copy of the
regulatory filing is available for free at http://is.gd/bzuSRa

                        About Bonds.com Group

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

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

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

EisnerAmper LLP, in New york, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations, and a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


BREVARD COLLEGE: Fitch Affirms B+ Rating on $10.6MM Revenue Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'B+' rating on approximately $10.6
million of outstanding series 2007 North Carolina Capital
Facilities Finance Agency educational facilities revenue refunding
bonds, issued on behalf of Brevard College Corporation (Brevard).
The Rating Outlook remains Positive.

Security
The bonds are a general obligation of the college, payable from
all legally available funds.

Key Rating Drivers

Improving Financial Operations: The Positive Outlook reflects
three years of slim but positive operating margins supported by
enrollment growth, cost containments and gifts.  Slim margins are
expected in the next several years as the college strategically
reinvests in its programs, staff and infrastructure.

Enrollment And Net Tuition Revenue Growth: Increased enrollment to
702 students in fall 2013 (from 638 in fall 2010) has supported
net revenue growth. Continued modest enrollment growth will be
needed to support upward rating motion.

LIMITED BALANCE SHEET: Brevard's fiscal 2013 balance sheet ratios
improved but remain very low compared to peer private
institutions; ratios were negative in 2012 due to endowment market
value fluctuation.

Manageable Debt Burden: The college's MADS debt burden is moderate
at 5.7% in fiscal 2013.  Importantly, MADS coverage of level debt
service has been positive for the last four fiscal years.

Rating Sensitivities

Enrollment Trends: The rating assumes modest, consistent
enrollment growth and increases in net tuition revenue over time,
particularly given Brevard's student-revenue dependency and slim
operating margins.

Balance Sheet: Low balance sheet ratios constrain Brevard's rating
at this time; significant weakening in balance sheet strength
could cause a negative rating action.

Accreditation Probation: The outcome of the recent SACs
accreditation review is not expected to be determined until June
2014.

Additional Debt Possible: Management is considering new debt for a
student residence hall.  Fitch will review the impact once the
size and structure of the transaction is determined.

Credit Profile
Brevard is a small four-year, private liberal arts college located
on 120 acres in Brevard NC, about 140 miles west of Charlotte, NC
and about 30 miles southeast of Asheville, NC.  All students are
undergraduates, and most attend full-time.  The college recently
revised its mission statement to focus on each student receiving a
distinctive, experiential learning experience.  Brevard is known
for its performing arts programs and environmental sciences.

Enrollment increased to 701 students in fall 2013, with an
entering class of 308.  This was up from 633 in fall 2012. The
college was founded in 1853 as a two-year institution, and became
a 4-year institution in 1995.  It is affiliated with the Western
North Carolina Conference of the United Methodist Church.  The
college is accredited by the Southern Association of Colleges
(SACs), which placed Brevard on probation in June 2013 due to
continuing financial stress.  Management reports that SACs has
visited the campus and completed a draft report, which will not be
made public until June 2014.

Enrollment Drives Improvements

Brevard's operating revenues are heavily reliant on student-
generated revenues, typically about 74%, which is similar to other
small liberal arts colleges.  After dropping to a low of 619 full-
time equivalent (FTE) students in fall 2011, FTE stabilized at 626
in fall 2012, and improved to 695 in fall 2013.  Management
reports that the entering fall 2014 class enrollment is expected
to be similar to (or slightly higher than) fall 2013.

This improvement is largely attributable to enrollment strategies
implemented in fall 2012 a by a new vice president for enrollment.
The focus is on student 'fit' at the college, retention and growth
in net tuition revenue.  The strategic plan, initiated by
President David Joyce after joining the college about three years
ago, has a goal of building gradually to 1,000 students by fall
2019.  Fitch's Positive Outlook recognizes progress on enrollment,
net tuition revenue growth and balanced operating performance.

Slim But Positive Operating Performance

GAAP operating results have improved at Brevard in each of the
last five fiscal years, with positive margins in the last three
years.  Fiscal 2013 had a $2.9 million operating surplus, which
Fitch considers overstated as it includes a $2.5 million non-cash
bequest.  When adjusted for the bequest, the margin is positive
and close to break-even at $479,000, a slimmer margin of 0.2%.
This compares to $1.05 million in 2012 and $200,000 in fiscal
2011.  Management has exercised significant expense management
during the last several fiscal years, including salary reductions
and freezes, no retirement matching contributions, and maintaining
position vacancies.

In recent years management began providing modest salary increases
and making strategic investments in plant and programs.
Additionally, the budget has contained both contingency and
working capital reserves.  As a result, operations are expected to
remain balanced but close to break-even on a GAAP-basis in fiscal
2014 and over the next several fiscal years.

Weak Available Funds

Brevard's balance sheet remains very weak, providing minimal
financial cushion.  At May 31, 2013, available funds (AF), defined
by Fitch as cash and investments less permanently restricted net
assets, was slightly less than $1 million.  While this is the
first time in four fiscal years that the AF value has been
positive, balance sheet strength remains very weak compared to
peer institutions.

Fiscal 2013 AF was only 6.3% of operating expenses and 7.5% of
outstanding debt ($10.6 million).  The college has about $21
million of endowment, almost all of which is restricted and thus
is not included in the AF calculation. Fitch views Brevard's
balance sheet as severely limited.

Debt Burden Currently Manageable

Brevard's $10.5 million outstanding bonds are fixed rate with
level debt service.  MADS is $1.05 million, due in 2019. Fitch
views this conservative structure favorably.  MADS represented a
moderate 5.7% of fiscal 2013 operating revenues.  Brevard also has
a $1.625 million bank line of credit which it uses for operating
cash-flow.  The college's fiscal 2014 and 2015 budgets have each
provided $250,000 to build working cash and reduce dependence on
the bank line.

Positive Debt Service Coverage

Brevard has posted positive debt service coverage for the last
four fiscal years, including fiscal 2013.  Coverage was 4.7x in
2013 (this level reflects a bequest receivable), 3.0x in fiscal
2012, and 2.2x in fiscal 2011.  When fiscal 2013 coverage is
adjusted to exclude a $2.5 million non-cash bequest, the ratio
declines to a still solid 1.9x.  Coverage is expected to exceed
1.0x in the current 2014 budget year.


BROOKSTONE HOLDINGS: Files List of 30 Top Unsecured Creditors
-------------------------------------------------------------
Brookstone Holdings Corp. and its debtor-affiliates filed with the
Bankruptcy Court a consolidated list of their 30 largest unsecured
creditors, namely:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tempur-Pedic, Inc.               Trade Debt        $961,814
1713 Jaggie Fow Way
Lexington, KY 40511
Tel: 800-878-8889
Fax: 859-259-9843

Back to Nature                   Trade Debt        $434,189
Home & Garden
PO Box 153
Oldwick, NJ 08858
Tel: 908-439-4639
Fax: 908-439-4640

United Parcel Service            Trade Debt        $420,962
Lockbox 577
Carol Steram, IL 60132-0577

Hapilabs Inc.                    Trade Debt        $301,200
1702 Stockton Street
San Francisco, CA 94133
Tel: 852-980-42789

Shenzhen Paoluy Tech Co.         Trade Debt        $266,032
Ltd.
Ath Bldg. Fifth Fl.
Forzen Industrial Park
ShenZhen, China 51800

P&F USA                          Trade Debt       $202,483

Mustek Systems Inc.              Trade Debt       $160,704

Navarre Distribution SVS         Trade Debt       $144,245

ShenZhen Scrn Workshp Tech       Trade Debt       $117,829

Czarnowski Display SVC           Trade Debt       $114,477

IBM Corporation                  Trade Debt       $111,225

CTX Virtual Technologies         Trade Debt       $110,252

Zadro Products                   Trade Debt       $92,664

Waon Development Ltd.            Trade Debt       $92,271

MTH Industrial Limited           Trade Debt       $86,966

Guangdong Sofo Elec IND          Trade Debt       $86,400

Only-First Technology Int        Trade Debt       $86,387

Zing Anything LLC                Trade Debt       $85,225

Richsound Research Ltd           Trade Debt       $84,505

Pilot Air Freight Corp           Trade Debt       $84,370

Victory Packaging                Trade Debt       $79,655

Kent Displays                    Trade Debt       $76,342

OCVACO Electric Ltd              Trade Debt       $75,817

Bank of America Merchant         Trade Debt       $72,425
Services

Hanna Design Group               Trade Debt       $71,153

Spectrum Brands                  Trade Debt       $67,267

Asian Express Holdings           Trade Debt       $65,705

Epsilon Data Mgmt                Trade Debt       $62,078

Topline Furniture                Trade Debt       $58,856

Ingram Micro Inc.                Trade Deb        $57,512


BROOKSTONE HOLDINGS: Meeting to Form Creditors' Panel on April 11
-----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on April 11, 2014, at 10:00 a.m. in
the bankruptcy case of Brookstone Holdings Corp., et al.  The
meeting will be held at:

         J. Caleb Boggs Federal Building
         844 King St., Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.


BROWNSVILLE MD: Can Hire Valbridge Property as Appraiser
--------------------------------------------------------
The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas authorized Brownsville MD Ventures LLC
to employ Valbridge Property Advisors as appraiser.

As reported in the Troubled Company Reporter on March 17, 2014,
Valbridge will provide an appraisal of the Debtor's Property as
well as expert testimony for purposes of confirmation of the
Debtor's bankruptcy-exit plan.

With respect to compensation, a written appraisal of the Property
will cost $3,500.  The firm's hourly rates are:

   Position            Basic Billing Rate         Courtroom Rate
   --------            ------------------         --------------
   Gerald Teel, MAI          $300                      $350
   Managing Directors        $225                      $275
   Senior Director           $200                      $250
   Senior Analyst            $150                      $200
   Researcher                $100                        -

Jack Taylor, MAI, will be billed at the Managing Director Rate.
Valbridge will not charge hourly rates for the written appraisal
of the Property. Valbrige will be reimbursed for all reasonable
expenses incurred based on a factor of 1.10 of actual expenses.
Additional copies of the appraisal report will be charged to the
Debtor at $75 per copy.

Valbridge Property Advisors was previously engaged by counsel for
the Debtor as a consulting expert.  Valbridge was paid $5,000 for
such services.  The $5,000 was paid by certain members of the
Debtor.

Gerald Teel, senior managing director of Valbridge, 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.

Valbridge can be reached at:

       Gerald Teel
       VALBRIDGE PROPERTY ADVISORS
       974 Campbell Road, Ste 204
       Houston, TX 77024
       Tel: (713) 467-5858
       Fax: (713) 467-0704

                   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.


BROWNSVILLE MD: Court Okays NAI Rio Grande as Real Estate Broker
----------------------------------------------------------------
The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas authorized Brownsville MD Ventures, LLC
to employ NAI Rio Grande Valley LLC as real estate broker.

As reported in the Troubled Company Reporter on March 17, 2014,
NAI Rio Grande will market and sell the Debtor's real property
located at 4750 North Expressway, Brownsville, Texas 78520, using
commercially reasonable methods.  Without limitation, NAI Rio
Grande will:

   - produce a detailed brief on the Property;

   - install signage on the Property;

   - prepare a marketing brochure;

   - distribute marketing brochures to a target list of buyers;

   - place marketing materials on relevant websites
     (e.g. LoopNet, CoStar, NAI Rio Grande Valley website);

   - email the Property prospectus to NAI, the commercial
     brokerage community, and CCIM brokers;

   - conduct a cold call campaign with current real estate
     contacts; and

   - gather and maintain results of marketing.

With respect to compensation, NAI Rio Grande will be paid a 5%
commission of the sales price upon the sale of the Property.

Eric Ziehe, associate broker of NAI Rio Grande, 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.

NAI Rio Grande can be reached at:

       Eric Ziehe
       NAI RIO GRANDE VALLEY LLC
       722 Morgan Blvd., Ste L
       Harlingen, TX 78550
       Tel: (956) 425-9400
       Fax: (956) 428-4126
       E-mail: ericz@nairgv.com

                   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.


CAESARS ENTERTAINMENT: Termination of Assets Transfer Sought
------------------------------------------------------------
A letter was sent to the boards of directors of Caesars
Entertainment Corporation and Caesars Entertainment Operating
Company, Inc., by a law firm claiming to act on behalf of unnamed
parties who assert that they are lenders under CEOC's credit
agreement or holders of CEOC's first-priority senior secured
notes, alleging, among other things, that CEC and CEOC improperly
transferred or seek to transfer assets of CEC and CEOC to
affiliated entities in connection with:

   (a) the transaction agreement dated Oct. 21, 2013, by and among
       CEC, certain subsidiaries of CEC and CEOC, Caesars
       Acquisition Company and Caesars Growth Partners, LLC,
       which, among other things, provides for the contributions
       by CEC and its subsidiaries to CGP of Caesars Interactive
       Entertainment, Inc., and $1.1 billion face amount of CEOC's
       unsecured notes in exchange for non-voting interests of
       CGP, and the asset transfers from subsidiaries of CEOC to
       CGP of the Planet Hollywood casino and interests in
       Horseshoe Baltimore that was consummated in 2013;

   (b) the transfer by CEOC to Caesars Entertainment Resort
       Properties, LLC, of Octavius Tower and Project Linq that
       was consummated in 2013; and

   (c) the contemplated transfers by CEOC to CGP of The Cromwell,
       The Quad, Bally's Las Vegas and Harrah's New Orleans and
       formation of a new services joint venture among CEOC, CERP
       and CGP to provide certain centralized services, including
       but not limited to common management of enterprise-wide
       intellectual property.

The Letter asserts that the consideration received by CEC and CEOC
in the Transactions is inadequate, that CEC and CEOC were
insolvent when the transactions were approved, that the
Transactions represented breaches of alleged fiduciary duties,
that certain disclosures concerning the Transactions were
inadequate and concerns about governance of CEOC.  The Letter
claims that the First Lien Group consists of holders of a total of
more than $1.85 billion of CEOC's first lien debt and that holders
of an additional $880 million of CEOC's first lien debt endorse
and support the Letter but are not part of the group.  The Letter
demands, among other things, rescission or termination of the
Transactions and requests a meeting with representatives of CEC
and other parties to discuss these matters.

CEC strongly believes there is no merit to the Letter's
allegations and will defend itself vigorously and seek appropriate
relief should any action be brought.  If a court were to order
rescission or termination of the Transactions, that could cause
CEOC, CERP and Planet Hollywood to default under existing debt
agreements, and there can be no assurance that CEOC's, CERP's or
Planet Hollywood's assets would be sufficient to repay the
applicable debt.  In addition, if the contemplated transfers were
consummated and a court were to find that those transfers were
improper, that could trigger a default under the debt that CGP is
raising to finance those transfers.  These consequences could have
a material adverse effect on CEC's business, financial condition,
results of operations and prospects.

                     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.


CAESARS ENTERTAINMENT: Bank Debt Trades at 7% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
93.40 cents-on-the-dollar during the week ended Friday, April 4,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 0.70 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018, and carries Moody's B3 rating and Standard &
Poor's B- rating.  The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.


                  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.


CALIBER IMAGING: Names R. Christopher to Chief Financial Officer
----------------------------------------------------------------
Caliber Imaging & Diagnostics, formerly Lucid, Inc., has named
Richard C. Christopher as chief financial officer, effective
March 20, 2014.  Mr. Christopher replaces Richard J. Pulsifer.

Mr. Christopher served for eight years as chief financial officer
of DUSA Pharmaceuticals, Inc., until its sale to Sun
Pharmaceuticals Industries Limited in 2012.  DUSA Pharmaceuticals,
a vertically integrated specialty dermatology company, was focused
primarily on the development and marketing of its Levulan(R)
Photodynamic Therapy technology platform for the treatment of
precancerous skin lesions.

Mr. Christopher arrived at DUSA in 2000 and held a series of
positions of increasing responsibility before assuming the CFO
role in January 2005.  In December 2012, he oversaw the sale of
DUSA Pharmaceuticals to Sun Pharmaceuticals for $230 million, a 38
percent premium to market.  He holds a masters of science degree
in accounting from Suffolk University in Boston and a bachelor of
science degree in finance from Bentley College in Waltham,
Massachusetts.

Mr. Christopher said, "During my tenure at DUSA Pharmaceuticals, I
came to appreciate the specific challenges facing a small publicly
traded company developing new technology for the skin cancer
market.  In my new role at Caliber I.D., I intend to work closely
with the rest of the management team and apply my insights in an
effort to position the Company for future growth.  I believe the
strong value proposition of the VivaScope devices offers a firm
foundation for an increasingly robust bottom line."

L. Michael Hone, chief executive officer of Caliber I.D., said,
"Rich Christopher has the ideal background to oversee Caliber
I.D.'s future financial growth.  Having been involved with a
start-up company through its growth stages and eventual sale, he
has specific expertise ranging from capital markets to strategic
planning, that we, as an emerging company, will benefit from.  We
look forward to capitalizing on his keen judgment in the months
and years to come.  We would also like to thank Richard Pulsifer
for the tremendous job he has done as CFO, and wish him the best
of luck in his future endeavors."

Mr. Christopher's Employment Agreement has a three-year initial
term commencing as of March 18, 2014, which will renew
automatically for an additional one-year period unless either
party intends not to renew.  Mr. Christopher will receive an
initial annual base salary of $250,000, which will be increased to
$295,000 upon the earlier to occur of (i) the 90th day after the
closing of a capital raise by the Company of at least $6 million,
or (ii) Aug. 1, 2014, and thereafter will be redetermined annually
by the executive compensation Committee, provided, however, that
during his tenure with the Company, the base salary will not be
reduced.

Additional information is available for free at:

                        http://is.gd/ch9IAJ

                 About Caliber Imaging & Diagnostics

Rochester, N.Y.-based Caliber Imaging & Diagnostics' proprietary,
cutting-edge VivaScope(R) system is a disruptive, noninvasive
point-of-care platform imaging technology with numerous
applications in dermatology, surgery and research.  FDA 510(k)
cleared, VivaScope has regulatory approval in most major markets.
With 78 issued and pending patents worldwide, VivaScope
significantly improves outcomes and reduces costs, allowing
physicians to quickly detect cancerous lesions that appear benign.
VivaScope dramatically reduces the need for expensive, painful and
time-consuming biopsies, which show no malignancy approximately 70
percent of the time.  VivaScope also has significant applications
in testing and analysis in the cosmetics industry.  For more
information about Caliber I.D. and its products, please visit
www.caliberid.com.

As of Sept. 30, 2013, Lucid had $4.32 million in total assets,
$14.90 million in total liabilities and $10.58 million total
stockholders' deficit.

In October 2013, the Company entered into a letter agreement with
the holder of the Loan and Security Agreement and Subsequent Term
Note.  With respect to the 2013 Term Loan, the parties agreed that
upon closing of the offering in which the Company raises at least
$6 million, all outstanding amounts of principal and interest
under the 2013 Term Loan will convert into the Company's common
stock on the same terms as those shares sold to other investors in
the offering.  With respect to the 2012 Term Loan, the holder
agreed to (i) extend the maturity date by three years to July 5,
2020, (ii) provide that interest will be payable only on maturity,
and (iii) provide that the events of default will only be
nonpayment at maturity or the Company's insolvency.

"There can be no assurance that the Company will be successful in
its plans described above or in attracting alternative debt or
equity financing.  These conditions have raised substantial doubt
about the Company's ability to continue as a going concern," the
Company said in its quarterly report for the period ended
Sept. 30, 2013.


CANCER GENETICS: Extends Wells Fargo Credit Agreement Until 2016
----------------------------------------------------------------
Cancer Genetics, Inc., on April 1, 2014, entered into a credit
agreement and re-negotiated the terms of the Company's fully
utilized line of credit with Wells Fargo Bank.  Under the terms of
the Credit Agreement, the Line provides for maximum borrowings of
$6 million which have been fully drawn as of April 1, 2014.  The
Line has been extended through April 1, 2016, at a rate of
interest equal to LIBOR plus 1.75 percent (2.0 percent at April 1,
2014).

The facility requires monthly interest payments.  The pledge of
all of the Company's assets and intellectual property, as well as
the guarantee by the Company's largest shareholder, John
Pappajohn, was released and instead the Company restricted $6
million in cash as collateral.  Additionally, the Company is
required to maintain limits on capital spending and are restricted
as to the amount the Company may pledge as collateral for
additional borrowings from any source.  The Line requires the
repayment of principal, and any unpaid interest, in a single
payment due upon maturity.

                        About Cancer Genetics

Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage
diagnostics company focused on developing and commercializing
proprietary genomic tests and services to improve and personalize
the diagnosis, prognosis and response to treatment (theranosis) of
cancer.

"The Company has suffered recurring losses from operations, has
negative working capital and a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern," according to the Company's quarterly report for the
period ended March 31, 2013.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $9.84 million on $4.75 million of revenue as compared
with a net loss of $2.62 million on $3.22 million of revenue for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $14.30
million in total assets, $9.42 million in total liabilities and
$4.88 million in total stockholders' equity.


CARE FREE HOSPITALITY: Case Summary & 2 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Care Free Hospitality, LLC
           dba Nugget Motel
           dba Nugget Inn
        651 N Stewart Street
        Carson City, NV 89701

Case No.: 14-50571

Chapter 11 Petition Date: April 3, 2014

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Hon. Bruce T. Beesley

Debtor's Counsel: Stephen R Harris, Esq.
                  HARRIS LAW PRACTICE LLC
                  6151 Lakeside DR, Ste 2100
                  Reno, NV 89511
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  Email: steve@harrislawreno.com

Total Assets: $2.19 million

Total Liabilities: $3.28 million

The petition was signed by Vera F. Eierman, managing member.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb14-50571.pdf


CENTRIC HEALTH: S&P Revises Outlook to Stable & Affirms 'B-' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Toronto-based health care services provider Centric Health Corp.
to stable from positive.  At the same time, Standard & Poor's
affirmed its 'B-' long-term corporate credit rating on the
company, as well as its 'B-' issue-level rating on the company's
8.625% senior secured notes.  The '4' recovery rating on the debt
is unchanged, indicating average (30%-50%) recovery in a default
scenario.

"The outlook revision reflects our view of recent adverse
regulatory developments that will affect the company's revenue and
earnings growth in the near term," said Standard & Poor's credit
analyst Arthur Wong.  "As a result, we believe that the time frame
for a future upgrade has been extended," Mr. Wong added.

Standard & Poor's will assess how successful Centric's management
team will be in restoring the company to higher levels of growth,
margins, and cash flow generation, while the company continues to
integrate various operations over the next year, before it
considers an upgrade on the company.

The ratings on Centric reflect what Standard & Poor's considers
the company's "highly leveraged" financial risk profile and "weak"
business risk profile.  S&P bases the financial risk assessment on
the large debt burden stemming from the company's past
acquisitions, weak credit protection measures, and limited track
record of positive free cash flow generation.  The business risk
profile reflects Centric's exposure to regulatory and
reimbursement risk and competition in a highly fragmented market.
S&P has also factored into its business risk assessment the
benefits the company achieves from its ability to offer bundled
service contracts on its common platform that will enable it to
increasingly realize cost and sales synergies over the long term.

Through a string of acquisitions in the past couple of years,
Centric has assembled a diverse group of health care service
businesses in the Canadian market.  It offers physiotherapy
services (about 37% of annual revenues), home medical equipment
(25%), pharmacy services (23%), medical assessments (8%), and
surgical medical centers (7%).  The company's bundled offerings
are also an attractive option to payors and patients, as health
care services can be delivered in a more efficient and cost?
effective fashion.

The stable outlook on Centric reflects the diversity of the
company's operations, which partially mitigates the reimbursement
impact to the physiotherapy business, allowing the company to see
solid revenue and earnings growth in its pharmacy and medical
assessments businesses.  Standard & Poor's believes that
management will be successful in restoring Centric's physiotherapy
business to higher sales and earnings growth, having previously
restored margins in its medical assessments business following
regulatory changes in 2010.  Still, S&P believes improvements in
Centric's operating performance and credit metrics will be
gradual.

S&P could lower the ratings on Centric should management's efforts
to restore the company to higher sales and earnings growth prove
unsuccessful, resulting in liquidity concerns.  In addition, S&P
could also lower the rating should the company adopt a more
aggressive, debt-financed acquisition program to accelerate the
build-out of its operations.

Restoration of higher sales and earnings growth, continued
integration of its acquired operations, establishment of a longer
track record of consistent, positive free cash flows, and steadily
improving credit measures, with debt leverage levels approaching
6x and funds from operations to debt in the 10% range, would be
prerequisites for discussion of an upgrade.


CHINA SHIANYUN: Incurs $382,000 Net Loss in 2013
------------------------------------------------
China Shianyun Group Corp., Ltd., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $381,508 on $2 million of revenues for the year
ended Dec. 31, 2013, as compared with net income of $635,873 on
$6.87 million of revenues in 2012.

As of Dec. 31, 2013, the Company had $4.85 million in total
assets, $5.76 million in total liabilities and a $906,622 total
stockholders' deficit.

Albert Wong & Co., in Hong Kong, China, 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 significant accumulated deficits and negative
working capital that 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/YAqLVY

                        About China Shianyun

China Shianyun Group Corp., Ltd, formerly known as China Green
Creative, Inc., develops and distributes consumer goods, including
herbal teas, health liquors, meal replacement products, and cured
meat using ecological breeding methods in China.  The Company is
based in Shenzhen Guandong Province, China.


COMMACK HOSPITALITY: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Commack Hospitality LLC filed its schedules of assets and
liabilities in the U.S. Bankruptcy Court for the Eastern District
of New York, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,750,000
  B. Personal Property            $2,534,354
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,775,551
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $148,659
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,294,682
                                 -----------      -----------
        TOTAL                    $17,284,354      $13,218,893

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

Commack Hospitality, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 14-70931) on March 10, 2014.  The
petition was signed by Viral Patel as managing member.  The Debtor
estimated assets of at least $10 million and debts of $10 million
to $50 million.  Cole Schotz Meisel Forman & Leonard PA serves as
the Debtor's counsel.  Judge Alan S. Trust presides over the case.


COMSTOCK MINING: Amends 2013 10-K to Correct Statements
-------------------------------------------------------
Comstock Mining Inc. amended its annual report on Form 10-K for
the year ended Dec. 31, 2013.  The Form 10-K/A was filed to remove
certain statements regarding the receipt of final notices with
respect to possible air emission violations which was included in
Part 1, Item 3 and Note 21 to the Consolidated Financial
Statements in the original filing, in order to correct the wording
and intended meaning of the disclosures.

Except for the deletion of these statements, the amendment does
not amend any other information set forth in the annual report for
the fiscal year originally filed on March 17, 2014.  A copy of the
Form 10-K, as amended is available for free at:

                        http://is.gd/tmaFzF

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

Comstock Mining incurred a net loss available to common
shareholders of $25.36 million in 2013, a net loss available to
common shareholders of $35.13 million in 2012 and a net loss
available to common shareholders of $16.30 million in 2011.  As of
Dec. 31, 2013, the Company had $43.99 million in total assets,
$23.75 million in total liabilities and $20.24 million in total
stockholders' equity.


CUI GLOBAL: Hires Perkins & Company as New Accountants
------------------------------------------------------
The client-auditor relationship between CUI Global, Inc., and
Liggett, Vogt and Webb, P.A., has ceased effective April 2, 2014.
The termination of the relationship with the independent
registered accounting firm was approved by the Audit Committee and
ratified by the CUI Global Board of Directors.

LVW's reports on the Company's consolidated financial statements
as of and for the years ended Dec. 31, 2013, and 2012 did not
contain any adverse opinion or disclaimer of opinion, and were not
qualified or modified as to the uncertainty, audit scope or
accounting principles.  LVW's report on the audit of the Company's
internal control over financial reporting as of Dec. 31, 2013,
expressed an adverse opinion on the Company's internal control
over financial reporting due to the material weaknesses

In connection with the audit of CUI Global Inc., during the two
fiscal years ended Dec. 31, 2013, and 2012 and the subsequent
period through April 2, 2014, there were no (1) disagreements
between the Company and LVW on any matter.

As previously reported in its 2013 Annual Report on Form 10-K
filed on March 31, 2014, the Company identified material
weaknesses related to the Company's controls as follows:

The Company was improperly recognizing revenue related to
contracts by applying a Non-U.S. GAAP methodology under percentage
of completion accounting as well as improperly recognizing revenue
related to distribution agreements, which resulted in material
year end audit adjustments to correct the errors.

The Chief Financial Officer maintains "Super User" rights in the
Company's general ledger software.  This access prevents proper
segregation of duties and increases opportunities for management's
override of internal controls.

The Company identified a failure in segregation of duties and
management oversight related to the access rights and
authorization related to cash accounts at Orbital Gas Systems
Limited.

Effective April 4, 2014, the Audit Committee engaged the services
of Perkins & Company, P.C., an independent member of the BDO
Seidman Alliance, as its independent registered public accounting
firm to audit CUI Global, Inc.  This proposal was ratified by the
CUI Global Board of Directors and fulfills the requirement that
our independent registered public accounting firm have appropriate
international experience and have a Portland, Oregon office near
the Company's headquarters and an alliance firm office near our UK
subsidiary.

During the two most recent fiscal years and any subsequent interim
period prior to the April 4, 2014, engagement of Perkins &
Company, P.C., as the Company's independent registered public
accounting firm, neither the Company, nor anyone on its behalf,
consulted Perkins & Company, P.C. regarding the application of
accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered
on the Company's consolidated financial statements and neither a
written report was provided to the Company nor oral advice was
provided that Perkins & Company, P.C., concluded was an important
factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue or any matter
that was either the subject of a disagreement or a reportable
event.

                          About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

CUI Global incurred a net loss allocable to common stockholders of
$2.52 million in 2012, a net loss allocable to common stockholders
of $48,763 in 2011 and a net loss allocable to common stockholders
of $7.01 million in 2010.  The Company's balance sheet at Sept.
30, 2012, showed $36.61 million in total assets, $11.79 million in
total liabilities and $24.82 million in total stockholders'
equity.


DEALERTRACK TECHNOLOGIES: S&P Assigns 'B+' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Dealertrack Technologies Inc.  The
outlook is stable.

S&P also assigned a 'BB-' issue-level rating with a recovery
rating of '2' to the company's $225 million revolving credit
facility (unfunded at close) and $575 million first-lien term
loan.  The '2' recovery rating indicates S&P's expectation for a
substantial (70% to 90%) recovery of principal in the event of
default.

The company used the loan proceeds together with $397 million of
equity and approximately $70 million of cash to fund the
approximately $1 billion purchase of Dealer.com.

"Our rating reflects Dealertrack's 'weak' business risk profile
and its 'aggressive' financial risk profile, incorporating a
relatively narrow and cyclical end market, the significant
relative size of the acquisition, and expected leverage of above
4x over the intermediate term," said Standard & Poor's credit
analyst Katarzyna Nolan.

High revenue growth rate, diversified customer base, and stable
operating cash flow generation are partial offsets.  S&P views the
industry risk as "intermediate" and the country risk as "very
low."

The stable outlook reflects S&P's expectation that Dealertrack
will maintain strong revenue growth and consistent EBITDA margins.

Although not likely in the near term, S&P would upgrade the
company if it demonstrates satisfactory performance from the new
acquisition such that it sustains its leverage in the mid-3x area
and its FFO to debt remains in the mid-20% area.

S&P could lower the rating if the company pursues sizable debt
finance acquisitions or share repurchases, or if margins
deteriorate because of increased competition or integration
issues, resulting in leverage sustained above 5x.


DECOR PRODUCTS: Suspending Filing of Reports with SEC
-----------------------------------------------------
Decor Products International Inc. filed a Form 15 with the U.S.
Securities and Exchange Commission to terminate the registration
of its common stock under Section 12(g) of the Securities Exchange
Act of 1934.  As a result of the Form 15 filing, the Company is
not anymore required to file periodic reports with the SEC.

                       About Decor Products

Decor Products International, Inc., through its subsidiaries,
mainly engages in the manufacture and sale of furniture decorative
paper and related products in the People's Republic of China.  The
Company is headquartered in Chang'an Town, Dongguan, Guangdong
Province, between Shenzhen and Guangzhou in southern China.

After auditing the financial statements for the year ended
Dec. 31, 2011, HKCMCPA Company Limited, in Hong Kong, China, noted
that the Company has made default in repayment of convertible
notes and promissory notes that raise substantial doubt about its
ability to continue as a going concern.

As of June 30, 2012, Decor Products had $45.83 million in total
assets, $10.73 million in total liabilities and $35.09 million in
total stockholders' equity.


DECOR PRODUCTS: Chris Otiko Named Board Chairman
------------------------------------------------
The holder of 26,000,000 shares of common stock of Decor Products
International Inc., which share ownership represents approximately
78.54 percent, or a majority of the issued and outstanding voting
power of the Company, elected Mr. Chris Ayo Otiko as the Chairman
of Board of Directors of the Company, effective March 18, 2014, to
serve until the next annual meeting of shareholder and until his
successor will be elected.

For the past five years, Dr. Chris Ayo Otiko has worked in the
biotechnology field performing research and development.  His
Master of Science background in Biochemistry, along with his
pioneering clinical work as a Podiatric Surgeon, allowed Dr. Otiko
to develop a new topical antibiotic product that won Drug Store
News Best New Product award in 2012.

Dr. Otiko also personally developed and supervised the human
clinical trials that resulted in the founding of ViaDerma, Inc.,
in 2014 where he now serves as Chairman of the Board and CEO.  The
ViaDerma products feature a ground breaking delivery system that
allows for rapid mass transfer of a diverse range of
pharmaceuticals through the skin and directly into the affected
body part to provide immediate localized therapy.

Prior to founding ViaDerma, Dr. Otiko practiced medicine in his
specialty surgical field and built/sold several medical related
companies in Southern California.

Dr. Otiko received a Master Degree of Science Degree in
Biochemistry from Oklahoma State in 1993 and a Doctorate from the
California College of Podiatric Medicine, San Francisco (now
called California School of Podiatric Medicine at Samuel Merritt
University) in 1997.

                       About Decor Products

Decor Products International, Inc., through its subsidiaries,
mainly engages in the manufacture and sale of furniture decorative
paper and related products in the People's Republic of China.  The
Company is headquartered in Chang'an Town, Dongguan, Guangdong
Province, between Shenzhen and Guangzhou in southern China.

After auditing the financial statements for the year ended
Dec. 31, 2011, HKCMCPA Company Limited, in Hong Kong, China, noted
that the Company has made default in repayment of convertible
notes and promissory notes that raise substantial doubt about its
ability to continue as a going concern.

As of June 30, 2012, Decor Products had $45.83 million in total
assets, $10.73 million in total liabilities and $35.09 million in
total stockholders' equity.


DESIGNLINE CORP: Ordered to File Plan Status Report
---------------------------------------------------
The Bankruptcy Court, in an order in aid of consummation, directed
Designline Corporation and Designline USA, LLC, to:

   1. file with the Clerk of Court, on the official report form
      provided by the Clerk, regular monthly reports detailing
      all progress toward substantial consummation of the
      confirmed plan of reorganization and the entry of a final
      decree closing the estate, with the first of the reports
      to be filed within 30 days of confirmation and every month
      thereafter;

   2. upon substantial consummation of the confirmed plan, the
      Debtors will file with the Clerk a final report and
      accounting of the administration of the bankruptcy estate
      on the official form supplied by the Clerk, and if the
      final report and accounting is not filed within 60 days
      of the date of the order dated March 17, 2014, a status
      hearing will be held by the Court to address issues
      pertinent to closing the case; and

   3. if the Debtors fail to file the reports as ordered or
      fail to file them on a timely basis, said failure will
      constitute grounds for possible dismissal of the case
      or such other sanctions as the Court will deem appropriate.

As reported in the Troubled Company Reporter, U.S. Bankruptcy
Court Judge J. Craig Whitley on March 11 approved the disclosure
statement and plan of liquidation proposed by the official
committee of unsecured creditors for DesignLine Corp. and
DesignLine USA, LLC.

Susan Stabley, writing for the Charlotte Business Journal,
reported that the Court gave parties in the DesignLine case
60 days to work out a class-action complaint filed by former
workers of the bus manufacturer.

The report noted that California businessman Tony Luo, as
president of Wonderland, acquired DesignLine's assets for $1.6
million at an October auction.  He also bought the assets of
Metrolina Steel, also in a bankruptcy auction, for $1.2 million
for the purpose of building chassis for the buses.

As reported by the TCR, under the Plan, holders of prepetition
secured claims, intercompany claims, preferred stock equity
interests, and common stock equity interests stand to recover
nothing.  Holders of Allowed Prepetition Secured Claims, estimated
to amount to $28,021,467, will receive the prepetition collateral
or the proceeds of the collateral.

Holders of Allowed Other Priority Claims -- estimated to total
$250,184 -- will recover 100% of their claim amount.  Holders of
Allowed Prepetition Deficiency Claim, estimated to total
$28,021,467, is expected to recover 4%.  Holders of Allowed
Unsecured Claims is also expected to recover 4% of their total
claim amount, which is estimated at $3,713,922.

As reported by the TCR, the Court approved on Nov. 1, 2013, the
sale of substantially all of the assets of DesignLine Corp. to
Wonderland Investment Group, Inc., whose bid of $1.6 million for
the assets prevailed over six other qualified bidders at the
auction on Oct. 28.

               Amended Liquidating Trust Agreement

On March 12, the Debtors and Elaine T. Rudisill, as Trustee, filed
an Amended Liquidating Trust Agreement.  The Liquidating Trust is
created on behalf of, and for the benefit of, the holders of the
DIP Facility Claim and the holders of the Allowed Claims in
Classes 1, 2, 3, and 4 (collectively, the beneficiaries).

Pursuant to the Plan, the Trustee agrees to accept and hold the
Liquidating Trust Assets and Prepetiton Collateral and reduce to
Cash or otherwise liquidate the Liquidating Trust Assets and the
Prepetition Collateral and distribute such liquidated assets in
accordance with and subject to the terms and priority of the Plan
and the agreement.

A copy of the Amended Liquidating Trust Agreement is available for
free at http://bankrupt.com/misc/DESIGNLINE_liquidatingtrust.pdf

                         About DesignLine

DesignLine Corporation manufactured coach, electric and range-
extended electric (hybrid) buses.  Founded in Ashburton, New
Zealand in 1985, DesignLine was acquired by American interests in
2006, and DesignLine Corporations' headquarters was relocated to
Charlotte, North Carolina.  DesignLine Corporation is no longer
affiliated with the DesignLine operations in New Zealand, which
was placed in liquidation in 2011.

DesignLine Corporation and DesignLine USA LLC originally sought
Chapter 11 protection with the U.S. Bankruptcy Court for the
District of Delaware (Lead Case Nos. 13-12089 and 13-12090), on
Aug. 15, 2013.  Katie Goodman at GGG Partners LLC signed the
petitions as chief restructuring officer.  On Sept. 5, 2013, the
case was transferred to the U.S. Bankruptcy Court for the Western
District of North Carolina (Case Nos. 13-31943 and 13-31944).

Mark D. Collins, Esq., and Michael Joseph Merchant, Esq., at
Richards, Layton & Finger, P.A.; and Terri L. Gardner, Esq., at
Nelson Mullins Riley & Scarborough, LLP, serve as the Debtors'
bankruptcy counsel.  GGG Partners also serves as the Debtors'
financial advisors.

A five-member unsecured creditors panel has been appointed in the
Debtors' cases.  Moon Wright & Houston PLLC and Benesch,
Friedlander, Coplan & Aronoff LLP are co-counsel to the Committee.
The Committee retained CBIZ MHM, LLC as financial advisors.

The Bankruptcy Judge has appointed Elaine T. Rudisill as the
chapter 11 trustee for the Debtors.


DIALYSIS NEWCO: Moody's Assigns B3 CFR & Rates $400MM Debt B1
-------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and B3-PD Probability of Default Rating to Dialysis Newco, Inc.
("DSI Renal"). At the same time, Moody's assigned a B1 rating to
DSI Renal's proposed $360 million first lien senior secured term
loan facility and $40 million revolving credit facility, as well
as a Caa2 rating to DSI Renal's proposed $160 million senior
secured second lien term loan. The rating outlook is stable. This
is the first time Moody's has assigned public ratings to DSI
Renal.

The proceeds will be used to refinance about $348 million of
existing debt, fund a $179 million dividend to shareholders and
pay fees and expenses associated with the transaction.

The following ratings and LGD assessments have been assigned:

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

  $40 million senior secured revolver expiring 2019 at B1 (LGD 3,
  33%)

  $360 million first lien senior secured term loan due 2021 at B1
  (LGD 3, 33%)

  $160 million second lien senior secured term loan due 2021 at
  Caa2 (LGD 5, 85%)

Rating Rationale

The B3 Corporate Family Rating reflects DSI Renal's weak credit
metrics, due to the considerable increase in debt following two
all-debt financed dividend recapitalizations in the past nine
months. The distributions have eliminated the remaining equity
initially contributed by the financial sponsors. Pro-forma
leverage as of December 31, 2013, is estimated to be 6.7 times,
which is high for the B3 rating category. Moody's expects leverage
to be around 6.5 times by the end of fiscal 2014. The rating is
also constrained by Moody's expectation of modest free cash flow
after considering the company's de novo growth strategy and higher
interest expense associated with the increased debt balance.
Furthermore, DSI Renal's revenue base is small compared to the
larger players in the sector and the company, similar to other
dialysis providers, has a high concentration of revenues from
government based programs.

The rating benefits from Moody's expectation of a stable industry
profile, characterized by the increasing incidence of end stage
renal disease and the medical necessity of the service provided.
Furthermore, the recurring nature of dialysis service revenue and
the company's desire to partner with patient referring
nephrologists when developing new joint-venture clinics benefit
the rating.

The stable outlook reflects Moody's expectation of relatively
stable operating performance given a lower risk of reductions in
Medicare reimbursement and steady commercial pricing over the near
term. Moody's also anticipates that the company will maintain a
good liquidity profile in the near-term. The outlook also reflects
Moody's view that the company's highly leveraged capital structure
is unlikely to improve over the near-term.

The rating could be downgraded if liquidity deteriorates or if the
company's free cash flow turns negative. More specifically,
ratings could be lowered if debt to EBITDA is sustained above 7.0
times or should the company take on additional debt to fund either
an acquisition or additional dividends.

An upgrade is unlikely in the near-term. However, sustainable
positive organic growth combined with successful implementation of
de novo development and EBITDA growth could lead to an upgrade in
rating. More specifically, if DSI Renal is able to delever and
maintain debt to EBITDA below 6.0 times along with consistent
positive free cash flow, the rating could be upgraded.
Additionally, Moody's would like to see the company establish a
longer operating history as a stand-alone entity.

The principal methodology used in rating DSI Renal was the Global
Healthcare Service Providers published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009. Please see the Credit Policy page on
www.moodys.com for a copy of these methodologies.

Headquartered in Nashville, TN, DSI Renal is a dialysis services
provider to patients suffering from end stage renal disease. The
company operates 91 clinics, 48 of which have home dialysis
programs, across 22 states.


DINEEQUITY INC: Fitch Hikes Sr. Secured Bank Debt Rating to BB
--------------------------------------------------------------
Fitch Ratings has taken the following rating actions on
DineEquity, Inc.:

-- Long-term Issuer Default Rating (IDR) affirmed at 'B';
-- Senior secured bank credit facility affirmed at 'BB/RR1'.
-- 9.5% senior unsecured notes upgraded to 'BB-/RR2' from
    'B+/RR3'.

The Rating Outlook is Stable.

At Dec. 31, 2013, DineEquity had approximately $1.4 billion of
total debt.

Key Rating Drivers:

Upgrade and Recovery Analysis

The upgrade of DineEquity's 9.5% sr. unsecured notes due Oct. 19,
2018 to 'BB-/RR2' from 'B+/RR3' reflects the firm's 'B' IDR and
Fitch's view that recovery for the note holders would be superior
or between 71% and 90% in a distressed situation.  Fitch's
recovery analysis is based on assumptions related to DineEquity's
enterprise value as a going concern and potential outstanding
claims.  The analysis considers the cash flow stability of the
firm's 99% franchised business, the overall health of its
franchisee network, and historical industry data about store
closures for distressed restaurants.  Other factors key to Fitch's
analysis include the scale and diversification of two national
brands and the mix of secured to unsecured debt in the firm's
capital structure.

Fitch views recovery for DineEquity's secured credit facility as
outstanding and has therefore affirmed the ratings on these
obligations at 'BB/RR1'.  The credit facility is secured by a
perfected first-priority security interest in substantially all
assets. Both the credit facility and notes are guaranteed by
substantially all domestic wholly-owned restricted subsidiaries.
At Dec. 31, 2013, 34% or $467 million of DineEquity's approximate
$1.4 billion of total debt consisted of secured term loans, 55% or
$761 million consisted of the 9.5% senior unsecured notes, and the
remaining 11% was comprised of a $49 million financing obligation
and $124 million of capital leases.

High Financial Leverage

DineEquity's credit metrics are in line with Fitch's expectations.
For the latest 12-month (LTM) period ended Dec. 31, 2013, total
adjusted debt-to-operating EBITDAR was 6.0x, down from more than
7.0x following DineEquity's $2.1 billion debt-financed acquisition
of Applebee's International, Inc. in November 2007.  Operating
EBITDAR-to-interest plus rent was 1.9x and FFO fixed charge
coverage was 2.0x.

Annual FCF and proceeds from refranchising, which was completed in
October 2012, was used to reduce debt by more than $1 billion.
Fitch projects that total adjusted debt-to-operating EBITDAR will
decline to 5.9x in 2014 and 5.7x in 2015, due to low single-digit
EBITDA growth and modest debt reduction.  Coverage ratios are
expected to improve following any potential refinancing
transaction.

Good Cash Flow Generation

DineEquity's cash flow is supported by the firm's 99% franchised
system, which provides a steady source of royalty-based high-
margin revenue and has minimal capital requirements.  During 2013,
69% of DineEquity's $641 million of revenue and 89% of its $370
million of income before taxes and corporate expenses was from its
franchise business segment.  Fitch projects that DineEquity will
generate about $50 million of annual FCF (defined as cash flow
from operations less capital expenditures and dividends) during
2014 and 2015. Fitch does not include principal receipts from
long-term receivables in FCF.

Shareholder Friendly Financial Strategy

DineEquity's stated financial strategy is to maximize the business
in order to return significant FCF to shareholders.  The firm pays
a $0.75/share quarterly dividend that equates to a $57 million
annual cash payout and as a percentage of earnings is high versus
most peers.  At Dec. 31, 2013, there was approximately $70 million
remaining under its $100 million stock repurchase authorization.
Restricted payment covenant restrictions limited total payouts to
$89 million and $112 million under the firm's credit agreement and
indenture, respectively, at year end.

Potential Refinancing

DineEquity is actively evaluating options related to the
refinancing of all or a portion of its long-term debt in order to
reduce interest expense and further improve cash flow.  Term loans
are currently priced at 2.75% over LIBOR with a floor of 1%.  The
9.5% notes are callable but have a make-whole call premium until
Oct. 30, 2014.  After this call date, the cost to redeem the 9.5%
notes declines meaningfully. Fitch believes DineEquity is likely
to refinance the notes with more cost-efficient bank debt, but the
issuance of lower cost bonds or a whole-company securitization are
also possibilities.  Material modifications to DineEquity's
capital structure could result in changes to issue-level ratings.

Significant Scale and Diversification

DineEquity benefits from the scale and diversification provided by
its two national brands.  At Dec. 31, 2013, DineEquity's system
consisted of 3,631 restaurants, of which 2,011 were Applebee's
Neighborhood Grill and Bar (Applebee's) and 1,620 were
International House of Pancakes (IHOPs).  Total systemwide sales
approximated $7.4 billion with average annual restaurant sales for
franchised units being about $2.4 million for Applebee's and $1.8
million for IHOP.

Relatively Healthy Franchisee Network

DineEquity has 61 Applebee's franchisees, with the five largest
operating 47% of the brand's franchised units, and 348 IHOP
franchisees, where the five largest operate 24% of franchised
units.  Fitch views DineEquity's franchise system as being
healthy, given the absence of material collection-related issues
and participation by many existing franchisees in the firm's past
refranchising efforts, but believes Applebee's concentrated
franchisee network results in higher credit risk.

Same-Restaurant Sales and New Unit Growth

Applebee's same-restaurant sales (SRS) declined 0.3% in 2013,
after increasing 1.2% in 2013 and 2% in 2011, reflecting the
difficult U.S. sales environment, particularly for casual dining.
IHOP's SRS increased 2.4% in 2013, after declining 1.6% in 2012
and 2% in 2011.  For 2014, management expects Applebee's SRS to
range between negative 2% and positive 1% and IHOP's SRS to
increase 0.5% to 2%.  Fitch views DineEquity's SRS guidance as
realistic, given the impact of severe winter weather on food-away-
from home spending, the slow economic recovery, and the highly
competitive U.S. restaurant environment.

Franchisees are expected to add about 2% to 3% of capacity to
DineEquity's system, with between 40 and 50 new Applebee's and
IHOP units each opening in 2014.  DineEquity's mix of U.S. to
international units will remain roughly 95% to 5% in 2014 as the
majority of this expansion will occur domestically.  Significant
restaurant closures are not anticipated.

Liquidity, Maturities and Debt Terms

DineEquity's liquidity is adequate given the firm's FCF and
limited near-term maturities.  At Dec. 31, 2013, DineEquity had
approximately $170 million of liquidity consisting of $106 million
of cash and, after considering $11 million of letters of credit,
$64 million availability under the firm's $75 million revolver
expiring Oct. 19, 2015.

Maturities of long-term debt are immaterial until October 2017
when the remaining balance on DineEquity's term loan becomes due.
The term loan amortizes at 1% of the principal balance annually.
DineEquity's 9.5% notes mature on Oct. 30, 2018.

Financial covenants in DineEquity's secured credit facility
include a maximum consolidated leverage ratio (defined as total
indebtedness minus no more than $75 million of cash-to-EBITDA) and
a minimum interest coverage ratio.  The maximum leverage ratio is
6.75x for 2014, stepping down 0.25x annually through 2016 to 6.0x.
The minimum coverage ratio is 1.75x for 2014, stepping up 0.25x to
2.0x in 2016.  At Dec. 31, 2013, the actual ratios as reported by
DineEquity were 4.8x and 2.5x, respectively.  Fitch estimates that
the firm had about 30% EBITDA cushion under each of these
covenants at the end of 2013.

Rating Sensitivities

Changes to DineEquity's capital structure or sustained increases
or decreases in EBITDA could result in upgrades or downgrades to
the firm's issue-level ratings due to Fitch's recovery analysis.

Future developments that may, individually or collectively, lead
to an upgrade of DineEquity's IDR include:

-- Total adjusted debt-to-operating EBITDAR in the mid-5.0x range
    due to higher than expected EBITDA growth or significant debt
    reduction;

-- Positive SSS trends at both brands and good FCF.

Future developments that may, individually or collectively, lead
to a downgrade of DineEquity's IDR include:

-- A material increase in leverage, due to debt-financed share
    repurchases or acquisitions or significantly lower EBITDA;

-- Persistently negative SSS or significant store closures;

-- Negative FCF and concerns around liquidity.


DJO GLOBAL: S&P Assigns 'B+' Rating to Amended Credit Agreement
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
credit rating to Vista, Calif.-based DJO Finance LLC's amended
credit agreement consisting of a $100 million revolving credit
facility and an $891 million term loan.  S&P's 'B-' corporate
credit rating on DJO Global Inc., the borrower's parent company,
is unchanged.  DJO is a producer of orthopedic medical devices.

S&P's recovery rating on the credit agreement is '1', indicating
its expectation for very high (90%-100%) recovery of principal, in
the event of payment default.

"We based our rating on DJO on our "weak" assessment of its
business risk profile, reflecting the company's well-established
positions, often with a leading share in its markets, which are
somewhat overshadowed by pressure from third-party payors to
reduce health care costs," S&P said.  S&P considers DJO's
financial risk profile to be very "highly leveraged" with adjusted
debt leverage near 10x, and we assess its liquidity as "adequate".

RATINGS LIST

DJO Global Inc.
Corporate Credit Rating          B-/Stable/--

New Rating
DJO Finance LLC
$100 mil revolving
  credit facility               B+
   Recovery rating               1
$891 mil term loan             B+
   Recovery rating               1


DUTCH GOLD: Offers Alternative Merchant Service for MMJ Retailers
---------------------------------------------------------------
Dutch Gold Resources, Inc., entered into an agreement to
immediately begin to offer a Point of Banking solution to MMJ
merchants as an alternative to traditional merchant account
services and to facilitate secure merchant transactions.

It is virtually impossible for MMJ retailers to acquire merchant
accounts, and they are typically subject to very high rates if
they are somehow able to actually secure a merchant account.
Dutch Gold Resources, Inc., will begin offering Point of Banking
solutions to the MMJ sector to give retailers access to card
processing and to reduce costs for the industry.

Point of Banking functions as a "cashless ATM Machine" that allows
retail merchants to accept bankcards without the high processing
fees associated with either a traditional or high-risk merchant
account.  All processing fees for approved transactions are paid
for by the cardholders through a small convenience fee that is
added to the transaction amount being charged to the customer's
card, similar to using an out-of-network ATM machine.  Point of
Banking uses a terminal configured to run PIN-based transactions
that most merchants place right at the cash register.  Whole
dollar amounts are run in increments of $5 or $10.  The terminal
prints a two-part receipt, so both the merchant and the customer
can keep a copy.  Funds are electronically deposited into the
recipient's bank account.

The Company has partnered with CyoGate, LLC, which owns and
operates the CyoGate Internet Payment gateway, one of the quickest
and most cost effective ways to accept and process credit card and
electronic check payments.  The CyoGate Internet payment gateway
works with dozens of merchant processors around the world, and is
supported on hundreds of popular web shopping carts and ecommerce
platforms.

"We are extremely pleased to have Dutch Gold as a premier payment
solutions partner, said Jonathan Castleman, CEO of CyoGate, "and
we believe that their expertise and positioning in the industry,
combined with CyoGate's leading-edge payment solutions,
effectively solves the biggest challenge facing legal MMJ
dispensaries and delivery services today."

Under the terms of the agreement Dutch Gold will be able to offer
mobile, Internet, and high risk transaction processing and Point
of Banking merchant solutions.  The Company will begin marketing
the Point of Banking product immediately.  Interested customers
are asked to contact info@DutchGoldInc.com for information.

                          About Dutch Gold

Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI)
-- http://www.dutchgoldresources.com/-- is a junior gold miner
focused on developing its existing mining properties in North
America and acquiring and developing new mines that can enter into
production in 12 to 24 months.

After auditing the 2011 results, Hancock Askew & Co., LLP, in
Norcross, Georgia, noted that the Company has limited liquidity
and has incurred recurring losses from operations and other
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $4.58 million on $0 of sales in
2011, compared with a net loss of $3.69 million on $0 of revenue
in 2010.  The Company's balance sheet at Sept. 30, 2012, showed
$2.65 million in total assets, $7.17 million in total liabilities
and a $2.23 million total stockholders' deficit.


DUTCH GOLD: Plans to Address Capital Structure Issues in Q2
-----------------------------------------------------------
The Board of Directors of Dutch Gold Resources, Inc., has
authorized the release of a letter to shareholders on April 4,
2014.

  To our Shareholders:

  The last six weeks have been active and productive for your
  Company.  During this time, we have repositioned DGRI for growth
  into an exciting market sector.  We have begun to build
  relationships that will deliver world-class technology to serve
  our new direction.  At this point, it is appropriate to evaluate
  the challenges and opportunities for this second quarter of
  2014.

  What are our goals for the Quarter?

  We must address some of the technical issues surrounding our
  capital structure this quarter.  We are committed to becoming a
  current filer with the Securities and Exchange Commission this
  quarter.  Regardless of how well our business grows, we
  recognize that serious investors insist on compliance and
  transparency.  In addition, we are cognizant of the fact that
  our DTCC "chill" must be addressed.  We have retained Capitol
  Law Group, LLP, to resolve this matter with both the DTCC and
  the SEC, if required.  We cannot predict when the matter will be
  resolved, but we know that we have begun to exert significant
  energy toward this end.  In order for us to resolve the DTCC
  matter, the Company must be a current filer so addressing these
  issues in tandem makes common sense.  Additionally, we do not
  anticipate making any radical changes to our capital structure
  during this period of review.  As such, there are no immediate
  plans to reverse split the common stock, which is a question
  that has been posed to management by many shareholders.  From a
  practical standpoint, companies that initiate a reverse stock
  split without any compelling business reason to do so never fool
  anyone.  Management believes that reverse stock splits make
  sense when a company has real intrinsic value, i.e. revenue,
  cash flow, earnings and the ability to up-list to an exchange.
  During a period of rebuilding relationships with regulators and
  investors, both want transparency and honest progress, not
  artificial attempts to raise a share price.  We believe that our
  investors are best served when the Company is successful at
  increasing liquidity through real progress in revenue/earnings,
  transparency through current filings and being able to settle
  our trades electronically.  Management is focused on all three
  issues.

  Why we focus on the financial services sector for MMJ?

  According to IBISWorld, the market for Prepaid Debit Cards is
  expected to grow at a 24 percent rate through 2017.  The
  demographics for the MMJ sector are well suited for significant
  growth.  The Merchant Services business is generally a mature
  business, except in the MMJ segment and other high-risk
  retailers such as e-commerce platforms and collection agencies.
  We believe that the combination of world-class technology
  pointed at this high-risk market segment provides the potential
  for rapid growth and capital efficiency.

  How does DGRI expect to grow?

  We have established product offering in the merchant services
  and business services arenas for the MMJ sector.  During the
  quarter, we intend to offer these services through aggressive
  marketing campaigns into the MMJ sector.  Additionally, the
  Company has begun to identify potential acquisition targets.  We
  evaluate these targets based on their technology, their customer
  relationships, and their management.  Through acquisitions, we
  seek to build our revenue, our product portfolio, our customer
  base, and to add skilled industry experts to our management
  team.  Our shareholders should look to management to provide
  growth organically, and through acquisitions during the coming
  quarter.

  What else is on the agenda for the Quarter?

  We intend to move aggressively to eliminate debt and to clean up
  our balance sheet.  As we focus on the future, we are mindful
  that our painful experiences of the mining industry must be
  addressed.  We intend to mitigate as much debt as possible and
  to can move forward without the baggage of a failed business
  model as possible.  On a separate front, we intend to build a
  management team that can support and direct the new vision of
  the Company.  We will also look to build out a new Board of
  Directors to provide direction and stability for the years
  ahead.
    
  One Final Note...I would like to give a word of thanks to all of
  our shareholders who have embraced this new direction for the
  Company.  Your enthusiastic support is welcomed and appreciated,
  as are your questions, suggestions, and participation in the
  growth of this Company.

  How do we find out more? Please visit our new website at
  www.dutchgoldinc.com.  Sincerely,

  DUTCH GOLD RESOURCES, INC.

  Dan Hollis

  Daniel Hollis, CEO

                         About Dutch Gold

Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI)
-- http://www.dutchgoldresources.com/-- is a junior gold miner
focused on developing its existing mining properties in North
America and acquiring and developing new mines that can enter into
production in 12 to 24 months.

After auditing the 2011 results, Hancock Askew & Co., LLP, in
Norcross, Georgia, noted that the Company has limited liquidity
and has incurred recurring losses from operations and other
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $4.58 million on $0 of sales in
2011, compared with a net loss of $3.69 million on $0 of revenue
in 2010.  The Company's balance sheet at Sept. 30, 2012, showed
$2.65 million in total assets, $7.17 million in total liabilities
and a $2.23 million total stockholders' deficit.


ECKO UNLIMITED: Updated Case Summary & Top Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                         Case No.
     ------                                         --------
     MEE Apparel LLC                                14-16484
        fka Ecko Complex LLC
        dba Ecko Unlimited
     501 Tenth Avenue, Floor 7
     New York, NY 10018

     MEE Direct LLC                                 14-16486
        fka Ecko Direct LLC
        dba Ecko Unlimited
     501 Tenth Avenue, Floor 7
     New York, NY 10018
     NEW YORK-NY

Type of Business: Providers of youth apparel and streetwear under
                  the "Ecko Unltd." and "Unltd." brands.

Chapter 11 Petition Date: April 2, 2014

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

Judge: Hon. Christine M. Gravelle

Debtors' Counsel: David M. Bass, Esq.
                  Michael D. Sirota, Esq.
                  Felice R. Yudkin, Esq.
                  COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A
                  Court Plaza North
                  25 Main Street, PO Box 800
                  Hackensack, NJ 07602-0800
                  Tel: 201-489-3000
                  Fax: 201-489-1536
                  Email: dbass@coleschotz.com
                         msirota@coleschotz.com
                         fyudkin@coleschotz.com

Debtors' Claims   PRIME CLERK LLC
and Noticing
Agent:

Debtors'          INNOVATION CAPITAL, LLC
Investment Banker:

As of the Petition Date, the Debtors had assets of approximately
$30 million and liabilities of approximately $62 million,
including approximately $25 million of debt outstanding to
unsecured creditors.

The petitions were signed by Jeffrey L. Gregg, chief restructuring
officer.

A. List of MEE Apparel LLC's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Ephraim Zinkin                     Promissory Note   $1,518,102
487 Harrison Avenue
Highland Park, NJ 08904

Scope Imports                                        $870,128
Attn: Missy Garza
8020 Blankenship Drive
Houston, TX 77055

Hank Reeves                                          $380,000
150 Glen Road
Wellesley Hills, MA

American Cargo Express                               $368,906
545 Dowd Avenue
Elizabeth, NJ

Jiangyin Snowballion                                 $359,293
Industry Co. Ltd.
Dazhail, Industry Area B
Jiangsu Province

Artech Print                                         $322,630
NIT 900569305-9
CRA 42A#67A-138
Itagui

Ningbo Morning                                       $294,589
Garments Co Ltd.
Industrial Demonstration
Area Xiangshan City

Summitak                                             $237,055
Guastisky Building, PO
Box 4389
Road Town, Tortola,
Bristish

Bauhaus Fashion (Shanghai) Ltd.                      $195,094

LucasFilm Ltd.                                       $181,202

Jiangsu                                              $179,185

Fama Holding                                         $170,862

Gates Wears                                          $167,619

Sofi Classic, S.A. De C.V.                           $136,231

Shanghai Hansen                                      $116,699

SSTS                                                 $115,173

AMW Apparel                                          $111,201

Hockey Export Print                                  $106,277

Big Fuel                                             $100,000

Daian Trading                                        $91,763

B. List of MEE Direct LLC's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Scope Imports                                        $2,030,299
6300 West Loop South, Suite 100
Bellaire, TX 77401

American Cargo Express                               $860,781
545 Dowd Avenue
Elizabeth, NJ 07201

Jiangyin Snowballion                                 $838,350
Textile Industry Co.
Yungu Road, Zhutang Town
Jiangyin, Wuxi, Jiangsu
Jiangyin, China

Artech Print                                         $752,803
Calle 38 Sure #39-55
Antioquia
Envigado, Columbia

Ningbo Morning                                       $687,374
No. 303, Penglai Road,
Industry Demonster
Zhejiang Ningbo, China

Argix Direct                                         $623,072
100 Middlesex Center
Boulevard
Jamesburg, NJ 08831

Summitak International Limited                       $553,129
Room 1805, Yingli
Building North Tower N
Tianhe District
Guangdong, Guanzhou

Bauhaus Fashion                                      $455,220
Room #2406 Qiangsheng
Building
145 Pujian Road
Shanghai, China

Jaingsu Y&S Inc.                                     $418,099
20th Floor Jiacheng
International Mansion
West Road, Jiangsu
Wuxi, China

Fama Holding                                         $398,678
Unit BO3-04 on 6/F., Block B
Chung Mei
15B Hing YIP Street,
Kwun Tong
Hong Kong, China

Gates Wears                                          $391,111
4-6, Kurinji Nagar Exten,
Sheriff Colony
Tamiladu, Tirupur
00064-1604

Sofi Classic, S.A. C.V.                              $317,872
AV. Del Parque Ind
Lerma, Lerma Edo Mex
C.P. 52000

Sianghai Hansen                                      $272,299
80 Poing Wu Road
Shanghai, China

S.S.T.S. America Corp.                               $268,737
400 Kelby Street, 10th Floor
Fort Lee, NJ 07024

The Boulevard Mall                                   $268,395
SDS-12-1661
PO Box 86
Minneapolis, MN
55486-1661

AMW Apparel                                          $259,470
14401 South Main Street
Gardena, CA 90248

Hockey Sport SA de CV                                $247,981

MOAC Mall Holdings, LLC                              $230,125

CPG Partners, LP                                     $230-123
PO Box 822884
Philadelphia, PA
19182-2884

Daian Trading                                        $214,114


ENDEAVOUR INTERNATIONAL: Incurs $95.5 Million Net Loss in 2013
--------------------------------------------------------------
Endeavour International Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $95.47 million on $337.66 million of revenues for
the year ended Dec. 31, 2013, as compared with a net loss of
$126.22 million on $219.05 million of total revenues in 2012.  The
Company incurred a net loss of $130.99 million in 2011.

As of Dec. 31, 2013, the Company had $1.52 billion in total
assets, $1.46 billion in total liabilities, $43.70 million in
series C convertible preferred stock, and $18.38 million in total
stockholders' equity.

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

                        http://is.gd/SbEnGG

                     Files Form S-3 Prospectus

Endeavour International, on Feb. 28, 2014, issued 2,917,834 shares
of its common stock to certain investors and warrants pursuant to
which the Selling Stockholders may acquire 729,458 shares of the
Company's common stock in the aggregate at a purchase price of
$5.292 per share at any time until Feb. 28, 2019.

Subsequently, on March 3, 2014, the Company issued $12,500,000
aggregate principal amount of its 6.5 percent Convertible Senior
Notes to certain selling stockholders and on March 7, 2014, the
Company's issued an additional $5,000,000 aggregate principal
amount of our 6.5 percent Convertible Senior Notes to the Selling
Stockholders.  The Notes are convertible into shares of the
Company's common stock at an initial conversion rate of 214.5002
shares of its common stock per $1,000 principal amount of Notes.

Accordingly, the Selling Stockholders may acquire 3,753,754 shares
of the Company's common stock in the aggregate at a conversion
price of approximately $4.662 per share at any time until the
Expiration Date.

The Securities may be offered and sold by:

     Pandora Select Partners, L.P.
     Whitebox Institutional Partners, L.P.
     Whitebox Asymmetric Partners, L.P.,
     Whitebox Credit Arbitrage Partners, L.P.
     Whitebox Multi-Strategy Partners L.P. (1)
     Whitebox Concentrated Convertible Arbitrage Partners, LP
     Whitebox Special Opportunities Fund, LP -- Series

The Company entered into a registration rights agreement with the
purchasers of the Securities pursuant to which the Company agreed
to file a shelf registration statement with the SEC covering
resales of the Securities.

The Company's common stock is traded on the New York Stock
Exchange under the symbol "END."  On March 20, 2014, the last
reported sale price of the Company's shares on the NYSE was $3.25
per share.  There is currently no trading market for the Warrants
or Notes.

A copy of the Form S-3 registration statement is available at:

                         http://is.gd/iMmBUF

                    About Endeavour International

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

                           *     *     *

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

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


ENERGY FUTURE: Talks on Possible Bankruptcy Filing Ongoing
----------------------------------------------------------
Energy Future Holdings provided an update on its constructive
discussions with certain of its financial stakeholders about
various restructuring alternatives to strengthen the company's
balance sheet and create a sustainable capital structure to
position it for the future.  The company believes an agreement on
a restructuring plan would minimize time and expense spent in a
restructuring.

While no agreement has been reached, and there is no guarantee
that an agreement will be reached, negotiations are ongoing, the
Company said in a filing with the U.S. Securities and Exchange
Commission.

As the company continues these discussions regarding potential
changes to its capital structure, it is continuing normal business
operations, providing the same high levels of service and
reliability to customers and meeting ordinary course obligations,
such as employee pay and benefits, regulatory obligations, and
trade, vendor and similar obligations.

These restructuring discussions contemplate implementing a
reorganization under Chapter 11 of the U.S. Bankruptcy Code.
Throughout a potential Chapter 11 reorganization, the company
fully expects that it would continue normal business operations,
including continuation of:

   * employee wages and benefits;

   * qualified retirement plans and medical benefits for retirees;

   * high levels of service to retail customers under the terms of
     their agreements;

   * compliance with all regulatory obligations; and

   * payment in the normal manner for suppliers and vendors for
     all goods and services provided after the date of any
     potential filing.

The company is negotiating to secure access to additional
financial resources to help support, among other things, its
continued normal operating and working capital requirements and to
facilitate its plans during a potential restructuring.

Given the constructive nature of the ongoing discussions, and
although the company has available liquidity, the company has
elected to not make interest payments on certain of its notes due
on April 1.  The debt agreements allow for a grace period to make
these payments.

                       Delays 2013 Form 10-K

The company has filed a Form 12b-25 with the U.S. Securities and
Exchange Commission to automatically extend the time within which
to file its annual report on Form 10-K for the year ended Dec. 31,
2013.

"In consideration of liquidity issues affecting EFH Corp. and its
subsidiaries (other than Oncor Electric Delivery Holdings Company
LLC and its subsidiaries) and TCEH's anticipated inability to
repay debt obligations due in 2014, it is expected that the
reports of the independent registered public accounting firm that
accompany the audited consolidated financial statements for the
year ended Dec. 31, 2013, included in the Annual Report on Form
10-K for the year ended Dec. 31, 2013, to be filed by EFH Corp.,
EFCH and EFIH will each contain an explanatory paragraph regarding
substantial doubt about the applicable registrant's ability to
continue as a going concern.  The Credit Agreement, dated October
10, 2007, by and among TCEH, as borrower, EFCH and certain of
TCEH?s subsidiaries, as guarantors, and the members of the lending
syndicate and certain other agents, contains a covenant requiring
TCEH to deliver annual financial statements that are not qualified
as to the status of TCEH and its subsidiaries as a going concern.
As a result of the anticipated inclusion of the explanatory
paragraph regarding substantial doubt about TCEH's ability to
continue as a going concern, TCEH will not be in compliance with
this covenant.  The TCEH Credit Agreement provides for a 30 day
grace period for a breach of this covenant before an event of
default may be deemed to have occurred.  The current principal
amount outstanding under the TCEH Credit Agreement is
approximately $22.635 billion," the Company added.

In consideration of the additional time required to evaluate the
effects of these events on the financial statements and
disclosures included in the Companies' Annual Reports on Form
10-K, those Form 10-Ks cannot be timely filed without unreasonable
effort and expense.

Additional information is available for free at:

                       http://is.gd/To8MXD
                       http://is.gd/yxmEgC

           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.


ENVISION SOLAR: Gemini Master Stake at 9.9% as of March 26
----------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Gemini Master Fund, Ltd., and its affiliates disclosed
that as of March 26, 2014, they beneficially owned 7,760,295
shares of common stock of Envision Solar International, Inc.,
representing 9.9 percent of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/vaTvNn

                        About Envision Solar

Envision Solar International, Inc., is a developer of solar
products and proprietary technology solutions.  The Company
focuses on creating high quality products which transform both
surface and top deck parking lots of commercial, institutional,
governmental and other customers into shaded renewable generation
plants.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $2.07 million on $237,810 of revenues as compared with
a net loss of $1.81 million on $617,827 of revenues for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.13
million in total assets, $3.10 million in total liabilities, all
current, and a $1.96 million total stockholders' deficit.

"As reflected in the accompanying unaudited condensed consolidated
financial statements for the nine months ended September 30, 2013,
the Company had net losses of $2,078,745.  Additionally, at
September 30, 2013, the Company had a working capital deficit of
$2,073,269, an accumulated deficit of $26,900,933 and a
stockholders' deficit of $1,964,668.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in its quarterly report for the
period ended Sept. 30, 2013.


FANNIE MAE: Pershing Square Stake at 9.9% as of March 28
--------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Pershing Square Capital Management, L.P., and
its affiliates disclosed that as of March 28, 2014, they
beneficially owned 115,569,796 shares of common stock of Federal
National Mortgage Association representing 9.98 percent of the
shares outstanding.

On March 28, 2014, certain of the Reporting Persons entered into
Swaps for the benefit of certain Pershing Square Funds.  Under the
terms of the Swaps:

   (i) certain of the Pershing Square Funds will be obligated to
       pay to the bank counterparty any negative price performance
       of the 15,434,715 notional number of shares of common stock
       subject to the Swaps as of the expiration date of those
       Swaps, plus interest rates set forth in the applicable
       contracts; and

  (ii) the bank counterparty will be obligated to pay certain of
       the Pershing Square Funds any positive price performance of
       the 15,434,715 notional number of shares of common stock
       subject to the Swaps as of the expiration date of the
       Swaps.

During the term of the Swaps, cash will be paid by the bank
counterparty to the relevant Pershing Square Fund in an amount
equal to the amount of notional distributions or dividends paid by
the Issuer in respect of such notional number of shares of common
stock.  All balances will be settled in cash.  The Pershing Square
Funds' counterparties for the Swaps include entities related to
UBS AG.  The Swaps do not give the Reporting Persons direct or
indirect voting, investment or dispositive control over any
securities of the Issuer and do not require the counterparty
thereto to acquire, hold, vote or dispose of any securities of the
Issuer.  Accordingly, the Reporting Persons disclaim any
beneficial ownership of any shares of common stock of the Company
that may be referenced in the swap contracts or common stock or
other securities or financial instruments that may be held from
time to time by any counterparty to the contracts.

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

                        http://is.gd/HCQYcI

                          About Fannie Mae

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

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

Fannie Mae filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K disclosing net income of $83.98
billion on $117.54 billion of total interest income for the year
ended Dec. 31, 2013, as compared with net income of $17.22 billion
on $129.19 billion of total interest income for the year ended
Dec. 31, 2012.

As of Dec. 31, 2013, Fannie Mae had $3.27 trillion in total
assets, $3.26 trillion in total liabilities and $9.59 billion in
total equity.

                          Conservatorship

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

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

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


FINJAN HOLDINGS: Amends 21.5-Mil. Shares Resale Prospectus
----------------------------------------------------------
Finjan Holdings, Inc., amended its Form S-1 registration statement
with the U.S. Securities and Exchange Commission relating to the
offer and resale or other disposition from time to time by
BCPI I, L.P., Israel Seed IV, L.P., HarbourVest International
Private Equity Partners IV  Direct Fund L.P., et al., of up to
21,556,447 shares of the common stock, par value $0.0001 per
share, of the Company.  The Company will not receive any proceeds
from the sale of shares held by the selling stockholders.

The Company amended the registration statement to delay its
effective date.

The Company's common stock is quoted on OTC Markets - OTCQB tier
under the symbol "FNJN."  The Company effected a 1-for-12 reverse
stock split of its common stock, and the Company's common stock
commenced trading on a post-split basis, on Aug. 22, 2013.  On
March 18, 2014, the last reported closing bid price for the
Company's common stock as reported on the OTCQB tier of the OTC
Markets was $ 7.15 per share.

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

                        http://is.gd/I9wCgb

                            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: Has Interim Authority to Use Cash Collateral
------------------------------------------------------
Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western
District of Texas, Austin Division, gave Fired Up, Inc., interim
authority to use cash collateral to pay its usual and necessary
operating expenses.

All parties with an interest in cash collateral are granted a
replacement lien to the same extent, priority and validity as
their prepetition liens.  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.

A hearing to consider final approval of the motion is set for
April 11, 2014, at 2:00 p.m.

                          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: Obtains Interim Authority to Pay Critical Vendors
-----------------------------------------------------------
Judge Tony M. Davis of the U.S. District Court for the Western
District of Texas, Austin Division, gave Fired Up, Inc., interim
authority to the prepetition claims of critical vendors in the
ordinary course of business; provided, however, that Ford
Restaurant Group, Pictoric and any other creditors of the Debtor
on the list of critical vendors who are insiders pursuant to
Section 101(31) of the Bankruptcy Code will not at this time be
paid any sums they were owed as of the Petition Date.

The Court authorized, on an interim basis, the Debtor to assume
its agreements with Fintech and CASS and continue payments to
these entities per the terms set out in their agreements pending a
final hearing.

The Debtor has identified 67 of the 215 vendors it does business
with as "critical" vendors.  The Debtor said of the 67 vendors, 15
are owed nothing, 25 are owed less than $1,000 and 16 are owed
less than $15,000.  The aggregate amount owed to these vendors is
$1,260,022.

The Court will conduct a final hearing on the Motion on April 11,
2014, at 2:00 p.m.  Any objections must be filed by April 8.

                          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: Sues Wells Fargo for Refusal to Release Funds
-------------------------------------------------------
Fired Up, Inc., has sued Wells Fargo Bank, N.A., for failure to
turn over property of the Debtor's estate.

According to Fired Up, on the Petition Date, the Debtor's chief
financial officer requested a wire transfer of approximately
$450,000 from the Debtor's master depository account with Wells
Fargo to its new debtor-in-possession master disbursement account
at Prosperity Bank.  Wells Fargo, the Debtor said, refused to
initiate the wire transfer and transfer the funds.  A Wells Fargo
employee advised the CFO that the Debtor would not be able to
access its funds at Wells Fargo without a court order, further
stating that the Bank is required to place a debit freeze on the
Debtor's accounts as soon as the Bank became aware that a
bankruptcy petition has been filed, in order to comply with the
Bankruptcy Code.  The Debtor said that as of 8:03 a.m. on March
31, Wells Fargo is refusing to release approximately $594,000 in
the Debtor's Master Depository Account.

Stephen W. Sather, Esq., at Barron & Newburger, P.C., in Austin,
Texas, asserted in court papers that the funds in the Debtor?s
accounts at Wells Fargo constitute funds which the Debtor-in-
Possession may use under Section 363 of the Bankruptcy Code.  The
property, which is now worth almost $600,000, is not of
inconsequential value or benefit to the estate, Mr. Sather said.

Wells Fargo has failed and refused to turn over property of the
estate to the Debtor in violation of Section 542(a) despite the
Debtor?s multiple requests, Mr. Sather told the Court.
Accordingly, the Debtor asks that the Court direct Wells Fargo to
turn over its funds plus interest without delay.

Moreover, Mr. Sather asserted that Wells Fargo has violated the
automatic stay by exercising control over property of the estate.
Mr. Sather added that Wells Fargo's actions have been and continue
to be particularly harmful to the Debtor as the sums the Bank is
freezing are needed for the Debtor's next payroll.  The Debtor
asks that the Court hold Wells Fargo in contempt for its actions
and any continuing actions violating the automatic stay.

                          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.


FIRST PHYSICIANS: Posts $1.8MM Net Income in Dec. 31 2013 Qtr.
--------------------------------------------------------------
The last periodic report of First Physicians Capital Group, Inc.,
filed with the Securities and Exchange Commission was the Form
10-Q for the fiscal quarter ended Dec. 31, 2010, filed Feb. 22,
2011.

In order to become current with all required quarterly and annual
reports under the Securities Exchange Act of 1934, the Company
filed its Form 10-K for the fiscal period ended Sept. 30, 2011,
concurrently with Form 10-Q's for the fiscal quarters ended
March 31, 2011, June 30, 2011, Dec. 31, 2011, March 31, 2012,
June 30, 2012, Dec. 31, 2012, March 31, 2013, June 30, 2013, and
Dec. 31, 2013, and Form 10-K's for the fiscal years ended
Sept. 30, 2012, and Sept. 30, 2013.

   Period          Income/(Loss)    Revenue    Assets      Debts
----------------  -------------    -------   ---------  --------
FY Sept. 30 2011     ($472)        $6,714     $30,025    $33,472
FY Sept. 30 2012     $5,618        $16,194    $33,681    $30,744
FY Sept. 30 2013     $5,773        $19,392    $37,346    $28,062
March 31 2011 Qtr.  ($1,097)       $188       $22,756    $29,008
June 30 2011  Qtr.   $3,300        $2,773     $31,150    $33,888
Dec. 31 2011  Qtr.   $2,829        $3,978     $29,826    $30,243
March 31 2012 Qtr.   $683          $3,822     $31,181    $30,725
June 30 2012 Qtr.    $1,370        $4,306     $33,361    $31,345
Dec. 31 2012 Qtr.    $393          $3,577     $34,753    $31,233
March 31 2013 Qtr.   $2,722        $6,062     $36,783    $30,351
June 30 2013 Qtr.    $1,475        $4,763     $35,589    $27,492
Dec. 31 2013 Qtr.    $1,832        $4,899     $38,707    $27,586

Note: All amounts are in thousands

                  Liquidity and Capital Resources

The Company has funded operations primarily through cash flows
from operations and short term bridge financing.  The Company
estimates that based on current plans and assumptions, its
available cash and cash flows from operations will be sufficient
to satisfy its cash requirements under its present operating
expectations, without further financing, for the next 12 months.

As of Dec. 31, 2013, the Company had working capital of $9.6
million compared with working capital of $7.9 million at Sept. 30,
2013.  The working capital increase was primarily the result of a
$1.9 million increase in trade accounts receivable and a $0.9
million reduction in accrued expenses.

As of Dec. 31, 2013, the Company had a stockholders' deficit of
$1.3 million, as compared to a stockholders' deficit of $3.1
million as of Sept. 30, 2013.  The decrease in the stockholders'
deficit arose primarily from net income for the quarter.

A copy of the  FY Sept. 30, 2011, Form 10-K is available at:

                        http://is.gd/GzXEzB

A copy of the Sept. 30 2012, Form 10-K is available for free at:

                       http://is.gd/TJMLDn

A copy of the Sept. 30 2013, Form 10-K is available for free at:

                       http://is.gd/FRdBNQ

A copy of the March 31 2011 Qtr. is available for free at:

                       http://is.gd/O6FdkG

A copy the June 30 2011 Form 10-Q is available for free at:

                       http://is.gd/Cr6Je2

A copy of the  Dec. 31 2011 Form 10-Q is available for free at:

                       http://is.gd/brngyi

A copy of the March 31, 2012, Form 10-Q is available for free at:

                       http://is.gd/boRpkV

A copy of the June, 30 2012, Form 10-Q is available for free at:

                       http://is.gd/ubDFbg

A copy of the Dec. 31 2012, Form 10-Q is available for free at:

                       http://is.gd/UGaps0

A copy of the March 31 2013, Form 10-Q is available for free at:

                       http://is.gd/XlcmPl

A copy of the March 31, 2013, Form 10-Q is available for free at:

                       http://is.gd/XlcmPl

A copy of the June 30, 2013, Form 10-Q is available for free at:

                       http://is.gd/bjTVlh

A copy of the Dec. 31, 2013, Form 10-Q is available for free at:

                       http://is.gd/BruFlY

                      About First Physicians

Beverly Hills, Calif.-based First Physicians Capital Group, Inc.
(OTC BB: FPCG) -- http://www.fpcapitalgroup.com/-- is an operator
of healthcare services firms in the U.S.


FOUR OAKS: Has Rights Offering of 26.5 Million Common Shares
------------------------------------------------------------
Four Oaks Fincorp, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement relating to
the distribution, at no charge, to holders of the Company's common
stock, par value $1.00 per share, non-transferable subscription
rights to purchase up to an aggregate of 26,557,977 shares of the
Company's common stock.  Each subscription right will entitle
holders of the Company's common stock, to purchase three shares of
common stock at a subscription price of $1.00 per share.

Subscription rights will expire if they are not exercised by 5:00
p.m., Eastern Time, on [__], 2014, unless the Company extends the
rights offering period.

To facilitate the rights offering, the Company has entered into a
securities purchase agreement, or the Securities Purchase
Agreement, with Kenneth R. Lehman, a private investor.  The
standby investor has agreed to purchase from the Company, and the
Company has agreed to sell to him, for $1.00 per share, the lesser
of (i) 10,000,000 shares of common stock, (ii) if the rights
offering is completed, all shares of common stock not purchased by
shareholders exercising their basic subscription privilege, and
(iii) the maximum number of shares that he may purchase without
causing an "ownership change" under Section 382(g) of the Internal
Revenue Code of 1986, as amended, or the Code (based on all shares
of common stock outstanding at the completion of the offering).
In addition, the Securities Purchase Agreement provides the
standby investor a right of first refusal to purchase an
additional 6,000,000 shares subject to the limitations outlined in
clauses (ii) and (iii) above.

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

                        http://is.gd/1bi4Np

                           About Four Oaks

Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is
the bank holding company for Four Oaks Bank & Trust Company.  The
Company has no significant assets other than cash, the capital
stock of the bank and its membership interest in Four Oaks
Mortgage Services, L.L.C., as well as $1,241,000 in securities
available for sale as of Dec. 31, 2011.

Four Oaks disclosed a net loss of $6.96 million in 2012, as
compared with a net loss of $9.09 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $811.56 million in total
assets, $789.31 million in total liabilities and $22.24 million in
total shareholders' equity.

"The Company and the Bank entered into a formal written agreement
(the "Written Agreement") with the Federal Reserve Bank of
Richmond ("FRB") and the North Carolina Office of the Commissioner
of Banks ("NCCOB") that imposes certain restrictions on the
Company and the Bank, as described in Notes H - Trust Preferred
Securities and Note K - Regulatory Restrictions.  A material
failure to comply with the Written Agreement's terms could subject
the Company to additional regulatory actions and further
restrictions on its business, which may have a material adverse
effect on the Company's future results of operations and financial
condition.

"In order for the Company and the Bank to maintain its well
capitalized position under federal banking agencies' guidelines,
management believes that the Company may need to raise additional
capital to absorb the potential future credit losses associated
with the disposition of its nonperforming assets.  Management is
in the process of evaluating various alternatives to increase
tangible common equity and regulatory capital through the issuance
of additional equity.  The Company is also working to reduce its
balance sheet to improve capital ratios and is actively evaluating
a number of capital sources, asset reductions and other balance
sheet management strategies to ensure that the projected level of
regulatory capital can support its balance sheet long-term.  There
can be no assurance as to whether these efforts will be
successful, either on a short-term or long-term basis.  Should
these efforts be unsuccessful, the Company may be unable to
discharge its liabilities in the normal course of business.  There
can be no assurance that the Company will be successful in any
efforts to raise additional capital during 2013," according to the
Company's annual report for the period ended Dec. 31, 2012.


FREESTONE INSURANCE: A.M. Best Lowers Fin. Strength Rating to C++
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C++
(Marginal) from B- (Fair) and issuer credit rating to "b" from
"bb-" of Freestone Insurance Company (Freestone) (Wilmington DE).
The outlook for both ratings has been revised to negative from
stable.  Concurrently, A.M. Best has withdrawn the ratings due to
management's request to no longer participate in A.M. Best's
interactive rating process.

The ratings reflect Freestone's unfavorable underwriting and
operating performance driven by adverse loss reserve development
in recent years, which culminated in significant deterioration in
policyholder surplus and risk-adjusted capitalization in 2012 and
2013.


FTS INTERNATIONAL: S&P Revises Outlook to Pos. & Affirms 'B-' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Ft. Worth, Texas-based FTS International Inc. to
positive from stable and affirmed its 'B-' corporate credit rating
on the company.

At the same time, S&P affirmed its 'B-' issue-level rating on
FTSI's senior secured term loan.  The '4' recovery rating on the
term loan remains unchanged.  The company is planning to refinance
its term loan with new secured debt, which, if completed in the
same amount, would have no immediate impact on the recovery
rating.

"The positive outlook on FTSI reflects our expectation that debt
to EBITDA will improve to 3.5x by year-end 2014 and to the 3x-3.5x
range by year-end 2015, driven by projected growth in EBITDA, "
said Standard & Poor's credit analyst Carin Dehne-Kiley.

S&P could raise the rating if it expected the company to maintain
leverage below 3.5x for a sustained period, the level that S&P
believes is appropriate for a 'B' rating given FTSI's vulnerable
business risk profile and very high cash flow volatility.  This
would most likely occur if EBITDA margins exceeded S&P's current
estimates or if the company paid down additional debt.

S&P could revise the outlook to stable if it no longer expected
leverage to improve, or if liquidity deteriorated, which would
most likely occur if capital spending exceeded S&P's estimates or
if EBITDA margins fell meaningfully below its projections.


G & Y REALTY: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: G & Y Realty, LLC
                9101 Kennedy Blvd
                North Bergen, NJ 07047

Case Number: 14-16010

Involuntary Chapter 11 Petition Date: March 28, 2014

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

Judge: Hon. Rosemary Gambardella

Petitioners' Counsel: Timothy P. Neumann, Esq.
                      BROEGE, NEUMANN, FISCHER & SHAVER
                      25 Abe Voorhees Drive
                      Manasquan, NJ 08736
                      Tel: 732-223-8484
                      Fax: 732-223-2416
                      Email: timothy.neumann25@gmail.com

Debtor's petitioners:

Petitioners                  Nature of Claim   Claim Amount
-----------                  ---------------   ------------
SABIR, INC.                  Goods sold and     $4,131,631
P O BOX 300                  delivered
Long Branch, NJ 07740

S. N. Walz, LLC              Rent                   $5,476
169 Eeast Midland Ave.
Paramus, NJ 07652

Samia Ventor LLC             Rent                  $16,870
15 Sunrise Drive
Wayne, NJ 07470


GENERAL MOTORS: Repairs on Ignition-Switch Recall to Start April 7
------------------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. dealers across the U.S. on April 7 will begin
repairing faulty ignition switches in Chevrolet Cobalts and other
models, a big hurdle in getting past the company's mishandling of
its recall.

According to the report, more than 2.3 million car owners are
expected to roll into service bays over the next six months for a
repair that takes roughly 30 minutes to 45 minutes to complete.

"Customers will be receiving letters this week to let them know
parts are arriving at dealerships and to schedule an appointment,"
GM spokesman Greg Martin said, the Journal cited.  The auto maker
intends to fix every car that is still on the road by October.

The repair phase needs to go flawlessly to ensure customer trust,
the report related. Yet the repairs also give the auto maker a
chance to interact with potential new customers. Many of the cars
are more than 10 years old and in the hands of second owners.

"The experience those customers have next in getting their
ignition switches replaced by GM dealers can make those attitudes
substantially better or worse," said Chris Malone, a managing
partner at consulting firm Fidelum Partners, the report further
related.  "GM has fumbled most of its opportunities to show that
it's a new-and-improved company with its handling of these recalls
thus far. Will the recall experience customers have with dealers
be substantially different? At this point, I'm not holding my
breath."

                     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.


GENCO SHIPPING: To Seek Bankruptcy With Debt-for-Equity Plan
------------------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that New York shipping tycoon Peter Georgiopoulos 's Genco
Shipping & Trading Ltd. will file for Chapter 11 bankruptcy as
part of a recently unveiled debt-for-equity deal that the company
reached with creditors, according to regulatory disclosures.

According to the report, the company now has several weeks to file
for bankruptcy, as this restructuring agreement keeps the shipping
company in compliance with a recently-reached default waiver from
lenders. That agreement expires April 21, the report said.

As previously reported by The Troubled Company Reporter, citing
Josh Kosman of The New York Post, Genco made a $3.1 million debt
payment on March 20 to stay in compliance with its lenders while
it tries to work out a prepackaged bankruptcy deal.  That source
said Mr. Georgiopoulos has been trying to hammer out a deal with
debt holder Centerbridge Partners in which he would cede control
of the company but keep running the business.

The Post said Genco has $1.1 billion of bank debt and owes
bondholders $125 million.  Its debt is roughly equal to the value
of its fleet, which would fetch an estimated $1.2 billion in a
sale, according to VesselsValue.


GLOBAL ACCESS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Global Access, LLC
        5455 East 52nd Avenue
        Commerce City, CO 80022

Case No.: 14-14303

Chapter 11 Petition Date: April 3, 2014

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Bruce Campbell

Debtor's Counsel: Aaron A Garber, Esq.
                  KUTNER BRINEN GARBER, P.C.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: 303-832-2400
                  Email: aag@kutnerlaw.com

Total Assets: $2.96 million

Total Liabilities: $994,768

The petition was signed by Jonathan D. Ward, manager.

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


GLOBALSTAR INC: President of Global Sales and Marketing Quits
-------------------------------------------------------------
Frank J. Bell left his position as Globalstar's president of
Global Sales and Marketing on April 4, 2014.  Pursuant to his
employment agreement, upon the execution of a release he will
receive 90 days' salary and continuation of health insurance
coverage as required by law, but for not less than 12 months.

                           About Globalstar

Covington, Louisiana-based Globalstar Inc. provides mobile
satellite voice and data services.  Globalstar offers these
services to commercial and recreational users in more than 120
countries around the world.  The Company's products include mobile
and fixed satellite telephones, simplex and duplex satellite data
modems and flexible service packages.

Globalstar incurred a net loss of $591.11 million on $82.71
million of total revenue for the year ended Dec. 31, 2013, as
compared with a net loss of $112.19 million on $76.31 million of
total revenue in 2012.  The Company incurred a net loss of $54.92
million in 2011.

As of Dec. 31, 2013, the Company had $1.37 billion in total
assets, $1.25 billion in total liabilities and $116.75 million in
total stockholders' equity.

Crowe Horwath LLP, in Oak Brook, Illinois, did not issue a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors
previously expressed substantial doubt about the Company's ability
to continue as a going concern in their report on the consolidated
financial statements for the year ended Dec. 31, 2012.  The
independent auditors noted that Globalstar had suffered recurring
losses from operations and was not in compliance with certain
financial and nonfinancial covenants under certain long-term debt
agreements.


GLYECO INC: Completely Converts Leonid Frenkel Debt Into Equity
---------------------------------------------------------------
GlyEco, Inc., previously entered into a Note Conversion Agreement
and Extension with IRA FBO Leonid Frenkel, Pershing LLC, as
Custodian on April 3, 2012.  Pursuant to the Conversion Agreement,
Mr. Leonid Frenkel agreed to convert all money owed to him through
a convertible promissory note assumed by the Company from Global
Recycling Technologies, Ltd., into a combination of common stock
and Series AA preferred stock of the Company on the date that the
Company has received an aggregate of $5,000,000 in equity
investment following the date of the Conversion Agreement.  The
Conversion Agreement provided that $470,000 of the debt was to be
converted into common stock at $1.00 per share or the price
offered to any investor subsequent to the Agreement, if lower, and
the remainder of the debt was to be converted into Series AA
preferred stock at $1.00 per share or the price offered to any
investor subsequent to the Conversion Agreement, if lower.  The
Conversion Agreement extended the maturity date of the Frenkel
Convertible Note to Dec. 31, 2013.

On Feb. 15, 2013, the Company reached an aggregate of $5,000,000
in equity investment following the date of the Conversion
Agreement.  Upon satisfaction of this term, the Company issued to
Mr. Frenkel 940,000 shares of common stock at a price of $0.50 per
share and 2,342,750 shares of Series AA preferred stock at a price
of $0.50 per share.

On Dec. 31, 2013, the Company and Mr. Frenkel entered into an
Amendment No. 1 to the Conversion Agreement, pursuant to which the
maturity date of the Frenkel Convertible Note was extended to
Jan. 31, 2014.  On Jan. 31, 2014, the Company and Mr. Frenkel
entered into an Amendment No. 2 to the Conversion Agreement,
pursuant to which the maturity date of the Frenkel Convertible
Note was further extended to March 15, 2014.

On March 14, 2014, Mr. Frenkel converted the Series AA preferred
stock under the Conversion Agreement into 2,342,750 shares of
common stock at a price of $0.50 per share.  As consideration for
the extension of the maturity date of the Frenkel Convertible
Note, an additional 262,763 shares of common stock were issued at
a price of $0.50 per share.  Of these combined shares, 1,946,280
shares were issued to Mr. Frenkel, and 659,223 shares were issued
to Triage Capital Management L.P.  Additionally, per the terms of
the Conversion Agreement, a three-year warrant to purchase one
share of common stock was issued for each share of common stock
received in the conversion with each such warrant having an
exercise price of $1.00.  Mr. Fremkel received all 2,605,513 of
those warrants resulting from the conversion.  Following this
conversion, the terms of the Conversion Agreement have now been
satisfied in full.

                        About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

Glyeco disclosed a net loss of $1.86 million on $1.26 million of
net sales for the year ended Dec. 31, 2012, as compared with a net
loss of $592,171 on $824,289 of net sales for the year ended
Dec. 31, 2011.  The Company's balance sheet at Sept. 30, 2013,
showed $15.55 million in total assets, $2.39 million in total
liabilities, $1.17 million in redeemable series AA convertible
preferred stock and $11.98 million total stockholders' equity.

Jorgensen & Co., in Lehi, UT, 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 not yet achieved profitable operations and is
dependent on its ability to raise capital from stockholders or
other sources and other factors to sustain operations.  These
factors, among other matters, raise substantial doubt that the
Company will be able to continue as a going concern.


GOLD'S GYM SPRINGFIELD Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Gold's Gym of Springfield, Inc.
        1600 East Clear Lake Avenue
        Springfield, IL 62703

Case No.: 14-70556

Chapter 11 Petition Date: March 28, 2014

Court: United States Bankruptcy Court
       Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: R Stephen Scott, Esq.
                  SCOTT & SCOTT, P.C.
                  611 E Monroe St #200
                  Springfield, IL 62701
                  Tel: (217) 753-8200
                  Email: sg@scottnscottlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Maureen Suhadolnik, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flcb14-70556.pdf


GOLDSTONE MANAGEMENT: Case Summary & 11 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Goldstone Management Corp.
        9322 Third Avenue
        Brooklyn, NY 11209

Case No.: 14-41636

Chapter 11 Petition Date: April 3, 2014

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Elizabeth S. Stong

Debtor's Counsel: Kevin J Nash, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6944
                  Fax: (212) 422-6836
                  Email: KNash@gwfglaw.com

Total Assets: $8 million

Total Liabilities: $20.90 million

The petition was signed by Tim Ziss, authorized signatory.

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nyeb14-41636.pdf


GUITAR CENTER: S&P Lowers CCR to 'SD' on Distress Exchange
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Westlake Village, Calif.-based Guitar Center Holdings
Inc. to 'SD' from 'CC'.  Concurrently, S&P lowered its issue-level
ratings on both the holding company $401.8 million unsecured notes
and $375 million operating company notes to 'D' from 'C'.

"Our rating action follows the completion of a distressed exchange
transaction.  The company exchanged $401.8 million of its holding
company unsecured notes into holding company preferred stock.  In
addition, the company refinanced its $375 million of operating
company unsecured notes with new $325 million senior unsecured
notes.  The remaining balance of the notes, along with accrued
interest and transaction fees, were converted into operating
company $100 million preferred stock," said credit analyst Mariola
Borysiak.  "We treat both transactions as tantamount to a default,
given the current distressed financial condition of the company
and since the investors are receiving less than the original
promise of the original security."

S&P plans on raising the corporate credit rating to 'B-' with a
negative outlook in the next couple of days to reflect the
company's business and its new capital structure.


GYMBOREE CORP: Bank Debt Trades at 11% Off
------------------------------------------
Participations in a syndicated loan under which Gymboree Corp is a
borrower traded in the secondary market at 89.13 cents-on-the-
dollar during the week ended Friday, April 4, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.58
percentage points from the previous week, The Journal relates.
Gymboree Corp pays 350 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Feb. 23, 2018.  The bank
debt carries Moody's B2 and Standard & Poor's B- rating.  The loan
is one of the biggest gainers and losers among 204 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in San Francisco, California, The Gymboree
Corporation is a leading retailer of infant and toddler apparel.
The company designs and distributes infant and toddler apparel
through its stores which operates under the "Gymboree", "Gymboree
Outlet", "Janie and Jack" and "Crazy 8" brands in the United
States, Canada and Australia. Revenues are approximately $1.2
billion. The company is owned by affiliates of Bain Capital
Partners LLC.


HAF PARTNERS: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------
Debtor: HAF Partners LLC
        107 Orchard
        Olmito, TX 78575

Case No.: 14-10127

Chapter 11 Petition Date: March 28, 2014

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

Judge: Hon. Richard S. Schmidt

Debtor's Counsel: Abelardo Limon, Jr., Esq.
                  LIMON LAW OFFICE PC
                  890 W Price Rd
                  Brownsville, TX 78520
                  Tel: 956-544-7770
                  Fax: 956-544-4949
                  Email: alimon@limonlaw.com

Estimated Assets: $1.3 million

Estimated Liabilities: $1.4 million

The petition was signed by Jose Antonio Del Pozo, managing member.

The Debtor listed Jose Antonio Del Pozo as its largest unsecured
creditor holding a claim of $267,000.


HAMPTON LAKE: Chapter 11 Bankruptcy Case Closed
-----------------------------------------------
The Hon. John E. Waites of the U.S. Bankruptcy Court for the
District of South Carolina issued a final decree on March 20,
2014, closing the Chapter 11 bankruptcy case of Hampton Lake LLC.

The Debtor filed a final report of substantial consummation of its
Dec. 2, 2013 Amended Plan of Liquidation.  On Jan. 14, 2014, the
Court entered the confirmation order approving the Debtor's Plan.

                       About Hampton Lake

Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C.
Case No. 13-02482) in Charleston, South Carolina, on April 29,
2013.  G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr.,
Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor.

The Debtor operates the Hampton Lake Subdivision in Bluffton,
South Carolina.  The Debtor disclosed $23.4 million in total
assets and $48.4 million in liabilities in its schedules.

The Office Committee of Unsecured Creditors is represented by
J. Ronald Jones, Jr., Esq., at Clawson And Staubes, LLC, as
counsel.


HARTLAND MUTUAL: A.M. Best Hikes Fin. Strength Rating to 'B+'
-------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B+
(Good) from B (Fair) and the issuer credit rating to "bbb-" from
"bb+" of Hartland Mutual Insurance Company (Hartland Mutual)
(Minot, ND).  The outlook for the ICR has been revised to stable
from negative, while the outlook for the FSR remains stable.

The rating upgrades for Hartland Mutual are reflective of the
significant improvement in its risk-adjusted capitalization and
earnings performance in recent years.  In addition, the company
has strengthened its underwriting guidelines and lowered its
retention on its property catastrophe reinsurance treaty, which is
expected to favorably impact earnings going forward.

These positive ratings factors are partially offset by the
company's concentration in personal lines homeowners and
farmowners coverages in North Dakota.  This concentration exposes
Hartland Mutual to severe weather conditions as well as potential
changes in the regulatory, legislative and judicial environments
in the state.  In addition, competitive market conditions are
strong and most business is placed through the independent agent
channel.  These concerns are partially mitigated by routine
property inspections on both new and renewal business, Hartland
Mutual's long-standing presence in North Dakota and acquisition of
several agencies to improve sales, claims handling and customer
service.

Positive rating actions may occur if Hartland Mutual continues its
favorable earnings performance.  Negative rating actions may occur
following a sudden and unexpected decrease in the company's
capitalization, an unfavorable earnings trend or a significant
diminution of balance sheet liquidity.


HAWK N'DOVE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                         Case No.
     ------                                         --------
     Barracks Row Ent Group LLC                     14-00167

     Barrack's Row Entertainment LLC                14-00168
        dba The Chesapeake Room
     c/o iProcess Online, Inc.
     175 West Ostend Street, Suite 100
     Baltimore, MD 21230

     Canal Park Entertainment LLC                   14-00169
        dba Park Tavern
     c/o iProcess Online, Inc.
     175 West Ostend Street, Suite 100
     Baltimore, MD 21230

     Eastern Market Entertainment LLC               14-00170

     Hawk n'Dove Entertainment LLC                  14-00171

     Lola's LLC                                     14-00172

     Molly Malone's LLC                             14-00173

     Pacifico on Eight LLC                          14-00174

     Senart's Oyster House LLC                      14-00175

     Stadium Sports LLC                             14-00176

Chapter 11 Petition Date: March 28, 2014

Court: United States Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: Hon. Martin S. Teel, Jr.

Debtors' Counsel: Lawrence Joseph Yumkas, Esq.
                  YUMKAS, VIDMAR & SWEENEY, LLC
                  2530 Riva Road, Suite 400
                  Annapolis, MD 21401
                  Tel: 443-569-0758
                  Fax: 410-571-2798
                  Email: lyumkas@yvslaw.com

Debtors'          Jeffrey H. Lowenthal, Esq.
Special           STEYER LOWENTHAL BOODBROOKAS
Litigation        ALVAREZ & SMITH LLP
Counsel:
                                       Estimated    Estimated
                                        Assets     Liabilities
                                       ---------   -----------
Barrack's Row                          $500K-$1MM  $1MM-$10MM
Canal Park Entertainment LLC           $500K-$1MM  $1MM-$10MM

The petitions were signed by Richard Cervera, manager.

The Debtors did not file a list of their largest unsecured
creditors when they filed the petition.


HEDWIN CORPORATION: Section 341(a) Meeting on May 7
---------------------------------------------------
A meeting of creditors in the bankruptcy case of Hedwin
Corporation will be held on May 7, 2014, at 10:00 a.m. at 341
meeting room 2650 at 101 W. Lombard St., Baltimore.  Proofs of
claim will be due by Aug. 5, 2014.

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

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

Hedwin Corporation, manufacturer of customized industrial plastic
packaging, filed a Chapter 11 bankruptcy petition (Bankr. D. Md.
Case No. 14-15194) on April 2, 2014.  Judge Nancy V. Alquist
oversees the case.  Tydings and Rosenberg serves as the Debtor's
counsel.  The Debtor estimated assets of at least $10 million and
debts of $10 million to $50 million.


HEDWIN CORPORATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Hedwin Corporation
        1600 Roland Heights Ave
        Baltimore, MD 21211

Case No.: 14-15194

Type of Business: Manufacturer of customized industrial plastic
                  packaging.

Chapter 11 Petition Date: April 2, 2014

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Hon. Nancy V. Alquist

Debtor's Counsel: Alan M. Grochal, Esq.
                  TYDINGS AND ROSENBERG
                  100 E. Pratt Street., Fl. 26
                  Baltimore, MD 21202
                  Tel: 410-752-9700
                  Fax: 410-727-5460
                  Email: agrochal@tydingslaw.com

                    - and -

                  Catherine Keller Hopkin, Esq.
                  TYDINGS & ROSENBERG
                  100 E. Pratt Street, 26th Floor
                  Baltimore, MD 21202
                  Tel: (410) 752-9768
                  Email: chopkin@tydingslaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Richard F. Broo, president/CEO.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Electronic Restoration             Trade Debt        $2,708,297
Services
Attention Leo Gusfa
12001 Levan Road


Livonia, MI 48150

Specialty Industries               Trade Debt        $854,696
Attention John Forray
175 East Walnut St
Red Lion, PA 17356

Serv Pro                           Trade Debt        $356,147
102 Cockeysville Road
John Wall
Cockeysville, MD 21030


Constellation Newenergy, Inc.      Utility           $341,314
800 Boylston St.                   Expense
Site 28
Boston, MA 02199

Zacros America                     Trade Debt        $272,097
1821 Walden Office Square
Suite 400
Schaumburg, IL 60173

Chevron Phillips Chemical          Trade Debt        $259,600
1400 Jefferson Ave
Pasadena, TX 77502

Meyers Construction                Trade Debt        $254,927
Attention Mike Shilling
1121 Greenwood Rd.
Suite 101
Pikesville, MD 21208

PCA -Salt Lake City                Trade Debt        $228,671
4654 West 1525 South
Salt Lake City, UT 84104

INEOS OLEFINS &                    Trade Debt        $182,611
POLYMERS USA
13536 Collections Center
Drive
Chicago, IL 60693

MD Unemployment Insurance Division                   $158,300

Worldwide Dispenser                Trade Debt        $123,475

Green Bay Packaging                Trade Debt        $112,382

Anchor Staffing                    Trade Debt        $110,687

Sixth Sense Partners                                 $101,002

Transamerica Retirement            Pension Plan      $76,372
Solutions

Baltimore Gas & Electric           Utility Expense   $76,049

Polyone                                              $56,680

Guernsey Office Products           Trade Debt        $49,228

Priority Worldwide Services        Trade Debt        $40,873

Ampacet Corporation                Trade Debt        $38,882


HIGH LINER: Moody's Rates Term Loan 'B2' & Affirms 'B1' CFR
-----------------------------------------------------------
Moody's Investors Service assigned a B2 rating to High Liner Foods
Incorporated's (High Liner) proposed first lien term loan, and
affirmed the company's B1 corporate family rating (CFR), B1-PD
probability of default rating, and SGL-3 speculative grade
Liquidity rating. The B2 rating on High Liner's existing term loan
was affirmed and will be withdrawn when the refinance transaction
closes. High Liner's rating outlook remains stable.

Net proceeds from the new $300 million term loan plus $34 million
of drawings under a new $180 million ABL revolving facility
(unrated) will refinance about $234 million of existing term loan
and $98 million of ABL revolver drawings.

Rating Assigned:

$300 million First Lien Term Loan due 2021, Assigned B2 (LGD4,
64%)

Ratings Affirmed:

Corporate Family Rating, Affirmed at B1

Probability of Default Rating, Affirmed at B1-PD

$233 million First Lien Term Loan due 2017, Affirmed at B2 (LGD4,
65%); to be withdrawn at close

Speculative Grade Liquidity Rating, Affirmed at SGL-3

Outlook:

Maintained at Stable

RATINGS RATIONALE

High Liner's B1 CFR reflects its narrow-focused operation,
exposure to potentially volatile seafood prices, continuing
challenges in the US restaurant channel, and Moody's expectation
for leverage (adjusted Debt/EBITDA) to decline below 4x within the
next 12 to 18 months (was 4.4x at FYE 2013). With a large portion
of seafood in the US consumed away from home, soft restaurant
sales patterns will continue to limit High Liner's revenue growth
through 2014. In addition, because High Liner has minimal pricing
power as customers can switch suppliers without material
disruption to their operations, margin expansion potential is also
limited. The rating recognizes High Liner's well-known brands and
enhanced market position following the Icelandic USA and American
Pride acquisitions, which point to sustainable cash flow, and the
attractive long term growth prospects for seafood supported by
aging population and increasing attention to healthy eating.
Integration of the American Pride acquisition and further
Icelandic-related synergies should expand EBITDA modestly and
support improved leverage.

Moody's considers High Liner's liquidity as adequate, reflected by
the SGL-3 rating. While Moody's expects negative free cash flow
for 2014 due to elevated capital expenditures to fund growth
initiatives and to integrate American Pride, liquidity is
augmented by about $145 million of availability under a new $180
million ABL facility that matures in 2019 which is sufficient to
cover annual term loan amortization of about $3 million. Moody's
also expects ABL borrowings to peak annually around $100 million
during the fourth quarter ahead of inventory needs for the
following year's Lenten season. The company's new ABL facility
will be subject to a springing fixed charge coverage covenant of
1.0x when availability falls below a certain threshold. Moody's
does not expect this covenant to be stringent when applicable.

The stable outlook reflects Moody's expectation for improved
credit metrics in the next 12 to 18 months as a result of modest
earnings growth from realization of acquisition synergies.

The rating could be upgraded if High Liner sustains adjusted
Debt/EBITDA below 3.5x and EBIT margins towards 10%. The rating
could be downgraded if adjusted Debt/EBITDA is sustained above 5x,
possibly due to material declines in profitability or debt-
financed acquisition activity. The rating could also be downgraded
if free cash flow remains negative for an extended period.

The principal methodology used in this rating was the Global
Packaged Goods published in June 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
Please see the Credit Policy page on www.moodys.com for a copy of
these methodologies.

High Liner Foods Incorporated is a leading North American
processor and marketer of value-added frozen seafood serving the
retail and food service channels. Revenue for the last fiscal year
ended December 31, 2013 was $947 million. High Liner is
headquartered in Lunenburg, Nova Scotia, Canada.


HORIZON LINES: Incurs $31.9 Million Net Loss in Fiscal 2013
-----------------------------------------------------------
Horizon Lines, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$31.93 million on $1.03 billion of operating revenue for the
fiscal year ended Dec. 22, 2013, as compared with a net loss of
$94.69 million on $1.07 billion of operating revenue for the
fiscal year ended Dec. 23, 2012.  The Company incurred a net loss
of $229.41 million for the year ended Dec. 25, 2011.

As of Dec. 22, 2013, the Company had $624.60 million in total
assets, $668.39 million in total liabilities and a $43.79 million
total stockholders' deficiency.

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

                         http://is.gd/dwLYbb

                         About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


HYDROCARB ENERGY: Incurs $1.3 Million Net Loss in Jan. 31 Qtr.
--------------------------------------------------------------
Hydrocarb Energy Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.27 million on $989,732 of revenues for the three months
ended Jan. 31, 2014, as compared with a net loss of $721,249 on
$1.68 million of revenues for the same period during the prior
year.

For the six months ended Jan. 31, 2014, the Company reported a net
loss of $2.86 million on $2.82 million of revenues as compared
with a net loss of $35.51 million on $3.71 million of revenues for
the same period a year ago.

As of Jan. 31, 2014, the Company had $27.04 million in total
assets, $14.28 million in total liabilities and $12.76 million in
total equity.

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

                         http://is.gd/LKtLeL

                       About Hydrocarb Energy

Hydrocarb Energy, formerly known as Duma Energy Corp, is a
publicly-traded Domestic and International energy exploration and
production company targeting major under-explored oil and gas
projects in emerging, highly prospective regions of the world.
With exploration concessions in Africa, production in Galveston
Bay and Oil Field Services in the United Arab Emirates, the
Company maintain offices in Houston, Texas, Abu Dhabi, UAE and
Windhoek, Namibia.

Duma Energy incurred a net loss of $40.47 million for the year
ended July 31, 2013, a net loss of $4.57 million for the year
ended July 31, 2012, and a net loss of  $10.28 million for the
year ended July 31, 2011.


IFB REALTY: In CCAA Proceedings; Richter Named Monitor
------------------------------------------------------
The Quebec Superior Court, sitting as tribunal under the
Companies' Creditors Arrangement Act, on March 21, 2014, issued an
initial order under the CCAA in respect of IFB Realty Inc. in the
proceeding bearing Court File No. 500-11-046282-147, declaring
that the CCAA applies.

Richter Advisory Group Inc. has been appointed monitor in the CCAA
proceeding.  Information regarding the Petitioner may be obtained
from:

     Benoit Gingues
     RICHTER ADVISORY GROUP INC
     1981 McGill College
     Montreal, Canada H3A 0G6
     Tel: 514-934-3400
     Fax: 514-934-3504
     E-mail: bgingues@richter.ca


IMPLANT SCIENCES: John Hassett Elected as Director
--------------------------------------------------
By vote of the Board of Directors of Implant Sciences Corporation,
John Hassett was elected to the company's Board on March 31, 2014.

Mr. Hassett, 62, has more than 12 years of experience in the
investment management business.  Since January 2012, Mr. Hassett
has been the Managing Principal of Little Harbor Advisors LLC, a
registered hedge fund management firm, and he has been the
managing principal of Tuckerbrook LLC, a private equity fund-of-
funds manager, since 2004.  Prior to joining Tuckerbrook, Mr.
Hassett was a technology entrepreneur and founder of three
technology companies.  Mr. Hassett organized Multilink, Inc., a
manufacturer of telecommunications network components, in 1983.
Multilink was later acquired by PictureTel Corporation to form
what was then the largest teleconferencing systems company in the
world.  In 1990, Mr. Hassett founded AT/Comm Incorporated, a
pioneer in the use of microwave for electronic toll collection and
other transportation uses.  Mr. Hassett holds seven patents in
microwave systems in this area.  AT/Comm was acquired by
Scientific Applications International Corporation in 1997.  In
1997, Mr. Hassett led the consolidation of nine privately owned
companies to form Vialog Corporation, a provider of
teleconferencing and other group communications services that
completed its initial public offering in 1999 and was acquired by
a French firm in 2002.  As an entrepreneur and investment manager,
Mr. Hassett has been responsible for numerous licensing
agreements, M&A transactions, private and public equity and debt
financings, and business restructurings, and he has in-depth
experience in corporate finance, business integration, and
strategic planning.

                        About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company has had recurring net losses and continues to experience
negative cash flows from operations.  As of Sept. 25, 2012, the
Company's principal obligation to its primary lender was
$33,429,000 with accrued interest of $3,146,000.  The Company is
required to repay all borrowings and accrued interest to this
lender on March 31, 2013.  These conditions raise substantial
doubt about its ability to continue as a going concern.

The Company's balance sheet at Dec. 31, 2013, showed $5.46 million
in total assets, $57.89 million in total liabilities and a $52.42
million total stockholders' deficit.

                         Bankruptcy Warning

"Despite our current sales, expense and cash flow projections and
$4,593,000 in cash available from our line of credit with DMRJ, at
February 4, 2014, we will require additional capital in the first
quarter of fiscal 2015 to fund operations and continue the
development, commercialization and marketing of our products.  Our
failure to achieve our projections and/or obtain sufficient
additional capital on acceptable terms would have a material
adverse effect on our liquidity and operations and could require
us to file for protection under bankruptcy laws," the Company said
in the quarterly report for the period ended Dec. 31, 2013.


INFINIA CORP: Can Hire Deloitte Abogados and Deloitte Asesores
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah authorized
Infinia Corp. to hire Deloitte Abogados and Deloitte Asesores
Tributarios as its special counsel.

As reported in the Troubled Company Reporter on March 7, 2014,
Infinia tapped the firms to get legal advice on general corporate
matters involving the laws of Spain, including management duties
related to Infinia Solar's insolvency administration and Spanish
liquidation liabilities.  Deloitte will also advise the company
with respect to labor law issues, tax compliance and tax form
preparation.

The firms will be paid on an hourly basis at these rates:

     Partner     576 Euro/hour (approx. $783)
     Manager     324 Euro/hour (approx. $440)
     Staff       165 Euro/hour (approx. $224)

The firms do not represent or hold interest adverse to Infinia or
its bankruptcy estate, according to a declaration by Santiago
Hurtado, Esq., a partner at Deloitte Abogados.

                         About Infinia Corp.

Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of
a solar generation project in Yuma, Arizona, filed Chapter 11
cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013, to
sell the facility to their lender.  The Debtors estimated assets
and debts of at least $10 million.

Infinia Corp. is represented by George Hoffman, Esq., Steven C.
Strong, Esq. and Victor P. Copeland, Esq., at Parsons Kinghorn
Harris.  PowerPlay Solar I is represented by Troy J. Aramburu,
Esq. and Jeff D. Tuttle, Esq., at Snell & Wilmer L.L.P.

A four-member panel has been appointed in the case as the official
unsecured creditors committee, composed of Petersen Incorporated,
Intertek Testing Services, NA, Inc., ATL Technology, LLC, and
LeanWerks.

Judge William Thurman approved on Feb. 25, 2014, the so-called
disclosure statement, which outlines the plan of liquidation
proposed by Infinia and Powerplay Solar I.  A court hearing to
consider confirmation of the plan is scheduled for April 14.


INFOR INC: Moody's Alters Outlook to Neg & Rates New Notes Caa1
---------------------------------------------------------------
Moody's Investors Service changed Infor, Inc.'s ratings outlook to
negative from stable and affirmed its B2 corporate family rating
and existing debt ratings. Moody's also assigned a Caa1 rating to
parent company, Infor Software Parent, Inc.'s proposed $750
million Senior Contingent Pay Notes.

Ratings Rationale

The change in outlook to negative is driven by the increase in
debt and resultant reduction in flexibility to address the ongoing
shift to SaaS products, to make critical acquisitions or address
economic challenges. The proposed debt will be used to refinance
approximately $167 million of existing holding company debt and
fund a shareholder distribution. Infor is owned by private equity
groups Golden Gate Capital and Summit Partners.

Leverage as a result of the transaction exceeds 7.5x (based on
November 2013 trailing twelve month results pro forma for certain
non-cash costs). Moody's Sr. Analyst Matthew Jones added, "while
the company has the potential to improve EBITDA and pay down debt,
the company is increasing spending on developing its SaaS
offerings and leverage improvements will likely be modest in the
near term." The ratings could be downgraded if leverage is
expected to remain above 7.5x for an extended period or free cash
flow to debt falls below 5% on other than a temporary basis.
Although unlikely in the near term given the high leverage,
ratings could be upgraded if leverage can be sustained below 5x,
particularly if the company pursues an IPO. The new debt however,
makes an IPO more challenging in the near term.

Infor continues to demonstrate year over year license and overall
revenue growth as well as improvements in free cash flow. Revenue
is expected to grow at moderate levels barring an economic
downturn over the next several years. Although interest on the new
debt will impact free cash flow, the company is expected to
generate $300 million or greater in free cash flow over the next
year. Liquidity is also supported by an estimated $410 million in
cash on hand and an undrawn $150 million revolver.

The following ratings were affected:

Affirmations:

  Probability of Default Rating, Affirmed B2-PD

  Corporate Family Rating, Affirmed B2

Issuer: Infor Software Parent, Inc.

  Proposed Senior Unsecured Regular Bond/Debenture, Assigned
  Caa1, LGD6, 94 %

  Outlook, Negative

Issuer: Infor (US), Inc

  Outlook, Changed To Negative From Stable

  First lien Senior Secured Bank Credit Facilities, Affirmed
  Ba3, LGD2, 26 % from a range of LGD3, 30 %

  Senior Unsecured Regular Bonds/Debentures, Affirmed Caa1, LGD5,
  77 % from a range of LGD5, 83 %

Issuer: Infor, Inc.

  Outlook, Changed To Negative From Stable

Infor, Inc., with revenues of approximately $2.8 billion, is one
of the largest providers of enterprise resource planning software.
The company is headquartered in New York, NY.


INFOR INC: S&P Affirms 'B' CCR & Rates $750MM Sr. Notes 'CCC+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on New York City-based Infor Inc.  The
outlook is stable.

At the same time, S&P assigned a 'CCC+' issue-level rating to co-
issuers Infor Software Parent LLC's and Infor Software Parent
Inc.'s proposed $750 million senior contingent cash pay notes due
2021.  The '6' recovery rating indicates S&P's expectation for
negligible recovery (0% to 10%) in the event of payment default.

"The ratings reflect Infor's 'highly leveraged' financial risk
profile with lease-adjusted leverage in the 8x area," said
Standard & Poor's credit analyst Phil Schrank.  "Nevertheless," he
added, "we expect that the company's recurring revenue model and
competitive market position likely will result in modest EBITDA
growth and leverage reduction over the near term."

S&P views enterprise software and services provider Infor as
possessing a "fair" business risk profile, characterized by a
significant recurring revenue base, stable margins, and recognized
product strength, but also a second-tier position in the overall
enterprise resource planning (ERP) market.  Other factors that
contribute to our assessment of Infor's business risk profile are
its "very low" country risk and "intermediate" industry risk.  In
addition, S&P views the company's EBITDA margins in the high-20%
area and its return on capital in the high single digits as
average for the enterprise software sector.  S&P views its
volatility of profitability as low.

The stable rating outlook reflects the company's recurring revenue
base and S&P's expectation of modest revenue growth with stable
margins.

S&P may lower the rating if profitability deteriorates or if the
company pursues a material shareholder distribution such that pro-
forma adjusted leverage is sustained above the 8x area.

An upgrade is unlikely over the next 12 months due to the
company's current high leverage and S&P's view that its private
equity ownership structure likely precludes sustained
deleveraging.


INTERLEUKIN GENETICS: Reports $7 Million 2013 Net Loss
------------------------------------------------------
Interleukin Genetics, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $7.05 million on $2.42 million of total revenue for
the year ended Dec. 31, 2013, as compared with a net loss of $5.12
million on $2.23 million of total revenue in 2012.

As of Dec. 31, 2013, the Company had $10.12 million in total
assets, $4.87 million in total liabilities and $5.25 million in
total stockholders' equity.

Grant Thornton LLP, in  Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 3, 2013.  The independent auditors noted
that the Company has incurred recurring losses from operations and
has an accumulated deficit that raise substantial doubt about the
Company's ability to continue as a going concern.

                        Bankruptcy Warning

"The amount of cash we generate from operations is currently not
sufficient to continue to fund operations and grow our business.
We expect that our current and anticipated financial resources,
including the proceeds from the May 2013 Private Placement and
assuming the receipt of an additional $5 million in gross proceeds
from the second tranche of the May 2013 Private Placement will be
adequate to maintain our current and planned operations at least
through the next twelve months.  If we do not receive the
additional $5 million from our current investors we will be forced
to seek additional funding sources.  If we are unable to obtain
such funding, we may have to end our operations and seek
protection under bankruptcy laws.

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

                        http://is.gd/n7r9iV

                         About Interleukin

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


LDK SOLAR: Court Okays JPLs to Move Forward with Restructuring
--------------------------------------------------------------
LDK Solar Co., Ltd., in provisional liquidation and its Joint
Provisional Liquidators, Tammy Fu and Eleanor Fisher, both of
Zolfo Cooper (Cayman) Limited ("JPLs") confirmed that, on April 2,
2014, the Grand Court of the Cayman Islands, authorized the JPLs
to take steps to implement the restructuring of the Company's
offshore liabilities.  The Cayman Court also ordered that the
winding-up petition be adjourned generally and the provisional
liquidation be continued until further ordered by the Cayman
Court.  With respect to the restructuring, the Cayman Court
specifically ordered that:

   * the JPLs be authorized to cause the Company to enter into a
     restructuring support agreement with certain of the holders
     of Renminbi-denominated US$-settled 10 percent Senior Notes
     due 2014;

   * the JPLs be authorized to cause the Company to enter into a
     restructuring support agreement with certain of the holders
     of Series A Redeemable Convertible Preferred Shares of LDK
     Silicon & Chemical Technology Co., Ltd.;

   * the JPLs be authorized to cause the Company to enter into a
     promissory note and share warrant with Heng Rui Xin Energy
    (HK) Co., Limited in respect of the provision by HRX of
     interim funding up to an aggregate principal amount of US$14
     million.  The JPLs are also authorized to cause the Company
     to issue shares to HRX pursuant to and in accordance with the
     rights conferred by the promissory note and share warrant;
     and

   * the JPLs be authorized to cause the Company to retain
     Jefferies LLC as financial adviser and to cause the Company
     to enter into terms of engagement with Ropes & Gray LLP,
     Harneys, Westwood & Riegels and Houlihan Lokey (Europe)
     Limited in their capacities as legal and financial advisers
     to the ad hoc committee of certain of the holders of the
     Senior Notes.

The Cayman Court order follows the previous announcement by the
Company and the JPLs on March 28, 2014 that, following extensive
negotiations with its offshore creditors, the Company had
received:

   * signatures to the Senior Notes RSA from the holders of
     approximately 60 percent in aggregate principal amount of the
     Senior Notes;

   * signatures to the Preferred Obligations RSA from the holders
     of approximately 79 percent of the holders of the Preferred
     Obligations; and

   * signatures to both the Senior Notes RSA and the Preferred
     Obligations RSA from the debtors of the Senior Notes and the
     Preferred Obligations and a majority of the shareholders of
     the Company.

The JPLs have executed on behalf of the Company the Senior Notes
RSA and the Preferred Obligations RSA and both agreements are now
effective and binding.

The Cayman Court order represents another significant and positive
milestone in restructuring the Company's offshore liabilities.
The JPLs and the Company are continuing to focus on taking all
steps necessary to achieve a restructuring on the terms
contemplated in the Senior Notes RSA and the Preferred Obligations
RSA.  The JPLs currently anticipate applying before May 31, 2014
for orders convening meetings of creditors in relation to the
restructuring.

                          About LDK Solar

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

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

LDK Solar Co disclosed a net loss of $1.05 billion on $862.88
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $608.95 million on $2.15 billion of net sales
for the year ended Dec. 31, 2011.

KPMG, in Hong Kong, China, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Group has
a net working capital deficit and a deficit in total equity as of
Dec. 31, 2012, and is restricted from incurring additional
indebtedness as it has not met a financial covenant ratio as
defined in the indenture governing the RMB-denominated US$-settled
senior notes.  These conditions raise substantial doubt about the
Group's ability to continue as a going concern.


LES APPARTEMENTS: In CCAA Proceedings; Richter Named Monitor
------------------------------------------------------------
The Quebec Superior Court, sitting as tribunal under the
Companies' Creditors Arrangement Act, on March 21, 2014, issued an
initial order under the CCAA in respect of Les Appartements Club
Sommet Inc. in the proceeding bearing Court File No. 500-11-
046281-149, declaring that the CCAA applies.

Richter Advisory Group Inc. has been appointed monitor in the CCAA
proceeding.  Information regarding Les Appartements Club Sommet
may be obtained from:

     Benoit Gingues
     RICHTER ADVISORY GROUP INC
     1981 McGill College
     Montreal, Canada H3A 0G6
     Tel: 514-934-3400
     Fax: 514-934-3504
     E-mail: bgingues@richter.ca


LIGHTSQUARED INC: Ergen Sues Falcone Over Handling of Bankruptcy
----------------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that Dish Network Corp. Chairman Charlie Ergen on April 4 sued
LightSquared controlling shareholder Philip Falcone, over his
handling of the wireless venture's bankruptcy case.

According to the report, in a filing late on April 4 with U.S.
Bankruptcy Court in Manhattan, lawyers for Mr. Ergen,
LightSquared's largest secured lender, said Mr. Falcone has used
the venture's Chapter 11 case to stall for time as the company
waits for regulatory approval of its wireless network.  Mr. Ergen
is seeking court approval to pursue claims against Mr. Falcone on
behalf of LightSquared.

"LightSquared has unjustifiably refused to pursue the estate
claims against Mr. Falcone," the report cited Mr. Ergen's lawyers
as saying in their four-count complaint seeking as much as
"hundreds of millions" of dollars.

Mr. Falcone, the lawyers said, was wrong not to pursue Dish's $2.2
billion bid for LightSquared's assets earlier in the case, the
report related.  Mr. Ergen's lawyers also said Mr. Falcone
negotiated the terms of LightSquared's latest restructuring
proposal himself, even though a judge required a special committee
of LightSquared's board to be involved. In testimony in court, Mr.
Falcone said he dealt mostly with other investors and not the
special committee when negotiating the deal.

A LightSquared spokesman declined to comment, the Journal said.
David Friedman, a lawyer for Mr. Falcone, didn't immediately
respond to a request for comment. Mr. Falcone controls 96% of
LightSquared's equity through his Harbinger Capital Partners hedge
fund firm.

                      About LightSquared Inc.

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

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

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

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


LONG ISLAND BANANA: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Long Island Banana Corp.
        28 William Street
        Lynbrook, NY 11563

Case No.: 14-71443

Chapter 11 Petition Date: April 3, 2014

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Hon. Robert E. Grossman

Debtor's Counsel: Gary M Kushner, Esq.
                  GOETZ FITZPATRICK LLP
                  One Penn Plaza, 44th Floor
                  New York, NY 10119
                  Tel: 212-695-8100 Ext. 338
                  Fax: 212-629-4013
                  Email: gkushner@goetzfitz.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Thomas J. Hoey, Jr., president.

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


MARTIFER SOLAR: April 14 Hearing on Motion to Incur $5MM Loan
-------------------------------------------------------------
The Bankruptcy Court continued until April 14, 2014, at 9:30 a.m.,
the hearing to consider Martifer Aurora Solar, LLC, and Martifer
Solar USA, Inc.'s motion to obtain credit from Martifer Solar,
Inc., in the amount of $5.0 million.

On March 6, Cathay Bank objected to the second motion for approval
of postpetition financing stating that the motion has "hearsay" to
the extent statements of prior management are offered for truth of
the matters asserted, and as to contents of loan documents.

As reported in the Troubled Company Reporter on Jan. 29, 2014, the
initial advance amount is (x) $2.160 million, less (y) any
emergency advances previously made.  The Debtors said in court
papers that they need to borrow approximately $2.0 million through
the week ending April 14, 2014, in order to meet their operating
expenses, make interest-only adequate protection payments to the
Prepetition Lender, and fund expenses for the administration of
the Chapter 11 cases.

Each Loan will bear interest at a rate per annum of 9.0%.  In the
event an event of default has occurred and is continuing, the
loans will bear interest at a rate per annum equal to the rate set
forth above plus 3.0% from the date of occurrence of the event of
default until the date the event of default is cured or waived.

The DIP Lender is granted DIP Liens and DIP Superpriority Claim,
subject to a carve-out for (i) all fees required to be paid to the
Clerk of the Bankruptcy Court and to the Office of the United
States, and (ii) an amount not exceeding $2.0 million in the
aggregate.

Cathay Bank, the Debtors' prepetition lender, opposes the Debtors'
motion for approval of postpetition DIP financing from its insider
parent corporation, which is not in bankruptcy.  The Debtors,
according to Cathay Bank, proposes to operate postpetition by
hemorrhaging the Bank's cash collateral.  "Staunching the red ink
by loans from the insider parent via this proposed financing not
only does not solve any of the Debtors' operational issues, but
would seriously be detrimental to the Bank and its security
interests," Cathay Bank asserts.

Cathay Bank is represented by Michael Gerard Fletcher, Esq., and
Reed S. Waddell, Esq., at Frandzel Robins Bloom & Csato, L.C., in
Los Angeles, California; and Natalie M. Cox, Esq. and Randolph L.
Howard, Esq., at Kolesar & Leatham, in Las Vegas, Nevada.

                      About Martifer Solar

Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.  Martifer
Solar USA, which is based in Los Angeles, California, estimated
$10 million to $50 million in assets and liabilities.

Bankruptcy Judge August B. Landis oversees the case.  The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor.  The
Debtors tapped Foley Hoag LLP as special Massachusetts litigation
counsel with respect to a pending litigation relating to EPG
Solar, LLC; and Foley & Lardner LLP as special solar counsel.

Cathay Bank, a prepetition lender, is represented by Michael
Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel
Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard, Esq., at Kolesar & Leatham.

Martifer Solar Inc., the proposed DIP Lender, and ultimate parent
of the Debtors, is represented by Samuel A. Schwartz, Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc.

Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors for the Chapter 11 bankruptcy case of Martifer Solar
USA Inc.


MARTIFER SOLAR: Hearing on DIP Loan, Cash Use on April 14
---------------------------------------------------------
The Bankruptcy Court approved a stipulation continuing until
April 14, 2014, at 9:30 a.m., the final hearing on Martifer Aurora
Solar, LLC and Martifer Solar USA, Inc.'s motion to (i) use cash
collateral of Cathay Bank, and (ii) obtain debtor-in-possession
financing.  Objections, if any, are due April 11.

On March 21, the Debtors, the Official Committee of Unsecured
Creditors, the Office of the U.S. Trustee, Cathay Bank entered
into a stipulation continuing the final hearing.

The Court, in its order, said the term of the amended interim cash
collateral order will be extended through the date of the
continued final hearing; and that the term of the interim DIP
order will be extended through the date of the continued final
hearing.

The Committee's objection deadline to the second DIP financing
motion is also extended to April 9, and the Debtors' reply to the
Committee's objection, if any, is extended to April 11.

A copy of the stipulation is available for free at:

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

Previously, the Court approved a stipulation continuing the final
hearing from March 20 to April 3.

Brett A. Axelrod, Esq., at Fox Rothschild LLP, represents the
Debtors Martifer Aurora Solar, LLC and Martifer Solar USA, Inc.
Bryan A. Lindsey, Esq., at The Schwartz Law Firm, Inc., represents
Martifer Solar, Inc.  Natalie M. Cox, Esq., at Franzel Robins
Bloom & Csato, L.C., and Shirley S. Cho, Esq., at Pachulski Stang
Ziehl & Jones LLP represent the Committee.

As reported in the Troubled Company Reporter, Bankruptcy Judge
August B. Landis on Feb. 18 entered an amended interim order
authorizing the Debtors to use cash collateral, and to provide
adequate protection to the prepetition lender.

Cathay Bank originated a working-line of credit for the benefit of
the Debtors in November 2012.  The facility allows the Debtors to
draw up to a maximum principal amount of $12 million.  The loan is
generally secured by (i) Martifer USA's personal property
described in a Commercial Security Agreement dated Nov. 15, 2012,
executed by Martifer USA in favor of the Pre-Petition Lender; and
(ii) Aurora's personal property described in a Commercial Security
Agreement dated Nov. 15, 2012, executed by Aurora in favor of the
Pre-Petition Lender.  Martifer Solar, Inc., the direct parent of
Martifer USA, executed a Commercial Guaranty dated Nov. 15, 2012
in favor of the Pre-Petition Lender, guaranteeing the debt.

As of the Petition Date, the outstanding balance of the Loan is
roughly $6.4 million.  Cathay has asserted that the Debtors and
the Guarantors have defaulted in their obligations under the Loan
Documents.  The Bank issued a demand letter delivered to Martifer
USA on Aug. 19, 2013.  The Loan Documents further provided a Loan
maturity date of Nov. 30, 2013.

                      About Martifer Solar

Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.  Martifer
Solar USA, which is based in Los Angeles, California, estimated
$10 million to $50 million in assets and liabilities.

Bankruptcy Judge August B. Landis oversees the case.  The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor.  The
Debtors tapped Foley Hoag LLP as special Massachusetts litigation
counsel with respect to a pending litigation relating to EPG
Solar, LLC; and Foley & Lardner LLP as special solar counsel.

Cathay Bank, a prepetition lender, is represented by Michael
Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel
Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard, Esq., at Kolesar & Leatham.

Martifer Solar Inc., the proposed DIP Lender, and ultimate parent
of the Debtors, is represented by Samuel A. Schwartz, Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc.

Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors for the Chapter 11 bankruptcy case of Martifer Solar
USA Inc.


MASONITE INTERNATIONAL: S&P Revises Outlook & Affirms 'BB-' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
B.C.-based Masonite International Corp. to positive from stable
and affirmed its 'BB-' long-term corporate credit rating on the
company.

"The outlook revision to positive reflects our view of the
increasing likelihood that Masonite's cash flow and leverage
measures could improve such that leverage declines to the mid-3x
in 2014 and potentially lower in 2015," said Standard & Poor's
credit analyst Rahul Arora.

Standard & Poor's also raised its issue-level rating on Masonite's
senior unsecured notes to 'BB-' (the same as the corporate credit
rating) from 'B+', and revised its recovery rating on the debt to
'4' from '5'.  A '4' recovery rating indicates S&P's expectation
of average (30%-50%) recovery in a default scenario.  This upgrade
to the issue-level rating and revision to the recovery rating
primarily reflect the increase in S&P's estimated distressed
enterprise valuation.

Standard & Poor's currently views Masonite's financial risk
profile as "aggressive," and the company's business risk profile
as "fair," given the company's participation in the highly
cyclical U.S. residential construction market.  Masonite has a
very strong market position in residential interior and exterior
doors, with a substantial presence in nonresidential interior wood
doors, further bolstering our view of its business risk profile.
However, as the industry operates below normal levels with idle
manufacturing capacity available, wholesale and retail pricing is
competitive and remains challenging for producers.  The company
has acquired a number of tuck-in acquisitions to complement its
portfolio of assets both in North America and overseas, and S&P
expects Masonite to continue pursuing this strategy in the near
term.

The positive outlook on Masonite reflects Standard & Poor's
expectation that the company will benefit from increasing U.S.
housing construction and higher product prices, resulting in
credit metrics improving to a level commensurate with a
"significant" financial risk profile assessment and a one-notch
upgrade.

S&P could raise the rating within the next 12 months if higher
earnings combined with financial policies support Masonite
sustaining a leverage ratio below 3.5x.

S&P could revise the outlook to stable if there is a slower-than-
expected recovery in U.S. new home construction, or if Masonite
loses a major customer, resulting in flat, or a decrease in,
EBITDA and if the company's adjusted leverage ratio were to remain
higher than 4x.


MAUI LAND: Former Accountants Complete 2013 Financial Audit
-----------------------------------------------------------
Deloitte & Touche LLP concluded their audit of Maui Land &
Pineapple Company, Inc.'s consolidated financial statements for
the year ended Dec. 31, 2013.

The reports of Deloitte & Touche LLP on the Company's consolidated
financial statements for the years ended Dec. 31, 2013, and 2012
did not contain an adverse opinion or a disclaimer of opinion and
was not qualified or modified as to uncertainty, audit scope, or
accounting principles, other than containing an explanatory
paragraph regarding the Company's ability to continue as a going
concern.

During the years ended Dec. 31, 2013, and 2012 and through
March 21, 2014, there have been no disagreements with Deloitte &
Touche LLP on any matter.

Deloitte & Touche LLP furnished the Company a letter stating that
it agrees with the above statements.

During the years ended Dec. 31, 2013, and 2012 and through the
date of this Current Report on Form 8-K, neither the Company nor
anyone on its behalf has consulted with Accuity LLP regarding
either:

   1. The application of accounting principles to a specified
      transaction, either completed or proposed; or the type of
      audit opinion that might be rendered on the Company's
      financial statements; or

   2. Any matter that was either the subject of a disagreement or
      a reportable event, as each term is defined in Items 304(a)
      (1)(iv) or (v) of Regulation S-K, respectively.

As previously disclosed by the Company on March 11, 2014, the
Audit Committee of the Company had selected Accuity LLP to serve
as the Company's independent registered public accounting firm for
fiscal year 2014, replacing Deloitte & Touche LLP, but that
Deloitte & Touche LLP would complete their audit of the Company's
consolidated financial statement for the year ended Dec. 31, 2013.

                    About Maui Land & Pineapple Co.

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate.  The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.

The Company's balance sheet at Sept. 30, 2013, showed $56.66
million in total assets, $92.62 million in total liabilities and a
$35.95 million total stockholders' deficiency.

Maui Land & Pineapple Company, Inc., reported a net loss of $1.16
million on $15.21 million of total operating revenues for the year
ended Dec. 31, 2013, as compared with a net loss of $4.60 million
on $13.57 million of total operating revenues in 2012.

Deloitte & Touche LLP, in Honolulu, Hawaii, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring negative cash
flows from operations and deficiency in stockholders' equity which
raise substantial doubt about the Company's ability to continue as
a going concern.


MAUI LAND: Files Form 10-K, Incurs $1.2 Million Net Loss in 2013
----------------------------------------------------------------
Maui Land & Pineapple Company, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $1.16 million on $15.21 million of total
operating revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $4.60 million on $13.57 million of total
operating revenues in 2012.

As of Dec. 31, 2013, the Company had $53.75 million in total
assets, $80.98 million in total liabilities and a $27.23 million
stockholders' deficiency.

Deloitte & Touche LLP, in Honolulu, Hawaii, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The indepdendent auditors noted
that the Company's recurring negative cash flows from operations
and deficiency in stockholders' equity 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/MAKYVk

                   About Maui Land & Pineapple Co.

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate.  The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.


MCDERMOTT INTERNATIONAL: S&P Lowers CCR to 'BB-'; Outlook Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on McDermott International Inc. to 'BB-' from 'BB'.  The
rating outlook is negative.

At the same time, S&P assigned the proposed $400 million senior
secured LOC facility and $300 million senior secured first-lien
term loan a 'BB+' issue-level rating, with a recovery rating of
'1', indicating S&P's expectation for very high (90%-100%)
recovery in the event of a payment default.

In addition, S&P assigned the proposed $500 million second-lien
notes a 'BB' issue-level rating, with a recovery rating of '2',
indicating S&P's expectation for substantial (70%-90%) recovery in
the event of a payment default.

The downgrade reflects a revision of our financial risk profile
assessment for the company to "aggressive" from "significant."
The proposed transaction increases interest expense and debt
balances, in part to prefund 2015 capital expenditures, sooner
than we had previously expected.  As a result of project execution
challenges and outsized losses, the company has generated negative
cash from operations over the last 12 months.  S&P had previously
assumed the company would fund 2015 capital expenditures in 2015,
when it expects operating performance to improve relative to 2014
and cash from operations to be positive.  Although the proposed
transaction increases liquidity in the near term, S&P views the
issuance of additional debt at this point as aggressive, since it
has not yet seen improved operational performance from the
company's plan to increase operational efficiency through a new
organizational design.

The 'BB-' rating on McDermott also reflects S&P's view of the
company's "fair" business risk profile, which incorporates the
inherent cyclicality of the E&C services sector and McDermott's
niche service offerings in the competitive offshore oil and gas
market.  During 2013, the company recorded an operating loss of
$465 million, a result of a combination of operational matters and
commercial issues with customers that affected the company's
estimates of costs at completion for various projects.  S&P
describes the company's financial risk profile as aggressive,
marked by highly cyclical cash flows, which depend on development-
related capital expenditures in the oil and gas sector.


MEDIA GENERAL: Signs Merger Agreement with LIN Media
----------------------------------------------------
Media General, Inc., and LIN Media LLC entered into a definitive
merger agreement that will create the second largest pure-play
television broadcasting company in the U.S.  Under the terms of
the agreement, and based on Media General's trailing 20-day volume
weighted average price on March 19, 2014, the shareholders of LIN
Media will receive aggregate consideration valued at $1.6 billion
in a combination of stock and cash, or approximately $27.82 per
share if prorated ratably, which represents a 28 percent premium
to LIN Media's trailing 20-day volume weighted average price on
March 19, 2014.  Based on LIN Media's pro forma net debt balance
of $968 million at Dec. 31, 2013, the transaction enterprise value
is approximately $2.6 billion.

As contemplated by the transaction, Media General has formed a new
holding company, which after closing will be named Media General.
Media General shareholders will receive one share of the new
holding company for each share of Media General that they own upon
closing.  LIN Media shareholders will receive for each LIN share,
at their election, $27.82 in cash or 1.5762 shares of the new
holding company, subject to proration.  The aggregate cash amount
available for LIN Media shareholders electing cash is $763
million.  Upon the closing of the transaction, LIN Media
shareholders will own approximately 36 percent of the fully-
diluted shares of the new holding company.

Together, Media General and LIN Media will own and operate or
service 74 stations across 46 markets, reaching approximately 26.5
million households, or 23 percent, of U.S. TV households.  The
companies' current TV portfolio includes 33 Big Four network-
affiliated TV stations located in the Top 75 DMAs, 39 Big Four
network-affiliated TV stations ranked #1 or #2 in their respective
markets and the second-largest CBS affiliate group in the U.S., as
measured by revenue.  Media General expects certain of these
stations to be swapped or otherwise divested in order to address
regulatory considerations.  In addition to the Web sites
associated with each TV station, Media General's digital media
portfolio will include LIN Digital, LIN Mobile, Dedicated Media,
HYFN, Nami Media and Federated Media.  This portfolio is poised to
grow rapidly.

Media General and LIN Media believe the transaction will deliver
substantial value to shareholders, customers and employees by
creating significant strategic and financial benefits, including:

   * ownership of marquee TV stations in attractive markets;
   
   * industry-leading news and digital operations;
   
   * strong asset diversification across broadcast networks and
     geographic footprint;
   
   * approximately $70 million of annual run-rate synergies within
     three years after closing;
   
   * strong balance sheet, significant free cash flow, and an
     immediately accretive transaction;
   
   * expected pro forma net leverage at closing of less than 5.0x,
     based on 2013/2014 average pro forma adjusted EBITDA; and
   
   * the opportunity, post closing, to continue growing and
     expanding the company.

Upon closing of the transaction, Vincent L. Sadusky, LIN Media's
president and chief executive officer, will become president and
chief executive officer of Media General. J. Stewart Bryan III
will continue to serve as Chairman of the Board.  The new company
will remain headquartered in Richmond, VA.

Media General Chairman Bryan said, "Combining Media General and
LIN Media will create the second largest pure-play TV broadcasting
company in the United States, a financially strong organization
that will have opportunities for profitable growth greater than
either company could achieve on its own.  Our two companies share
a deep commitment to operating top-rated stations, to providing
our local markets with excellent journalism and to engaging in
meaningful ways with the communities we serve.  The prospects for
digital media growth are particularly exciting.  I look forward to
welcoming Vince and LIN Media's employees to Media General."

Douglas W. McCormick, Chairman of the Board of LIN Media, said,
"We are pleased to have found an outstanding strategic business
partner in Media General, with its strong stations, diverse
footprint and commitment to lead the industry.  Vince and his team
have done an exceptional job growing and evolving LIN Media over
the years to be one of the most innovative and successful
multimedia companies in the business.  This merger will create a
stronger, more efficient company that can capitalize on its
position of great strength.  Importantly, it will provide
shareholders of both companies with a compelling opportunity to
participate in the long-term upside potential of the combined
company."

George L. Mahoney, president and chief executive officer of Media
General, said, "This merger is a game changing opportunity for
both companies, substantially increasing shareholder value,
providing a strong balance sheet and creating immediate and very
significant free cash flow that will enable further growth.  We've
long admired LIN Media and, as we've gotten to know their
organization better as this transaction has developed, we are more
certain than ever that our shared values and common culture will
benefit both our stations and the communities we serve.  We look
forward to a seamless integration of the two companies as we also
deliver quickly on the synergies we have identified.  It is a
terrific transaction."

Vincent L. Sadusky, president and chief executive officer of LIN
Media, said, "This is an exciting and historic day for both
companies.  The merger of two highly respected broadcasters with
superior television and digital assets creates maximum value for
shareholders and provides us the scale, breadth and resources to
compete more effectively in the rapidly evolving media landscape.
Together, we will be able to better serve our local communities
throughout our significant and diverse geographic footprint and
further grow our national digital business.  I am honored to lead
our new company, deliver important synergies and achieve new
levels of success."

RBC Capital Markets has agreed to provide $1.6 billion in total
committed financing to Media General in support of the
transaction.  At closing, pro forma net leverage is expected to be
less than 5.0x, based on 2013/2014 average year pro forma adjusted
EBITDA.

The new Media General common stock will be listed on the NYSE and
trade under the symbol MEG, subject to NYSE approval of the
listing of the new shares.  Upon the closing, the initial Board of
Directors of Media General will consist of 11 directors, seven of
which will be designated by Media General and four of which will
be designated by LIN Media.  Mr. Sadusky will be one of the four
directors designated by LIN Media.

The transaction has been unanimously approved by the Media General
Board of Directors and the LIN Media Board of Directors.  The
transaction is subject to customary closing conditions for a
transaction of this nature, including the approval of Media
General and LIN Media shareholders, the Federal Communications
Commission, clearance under the Hart-Scott-Rodino Antitrust
Improvements Act and customary third-party consents.  The
companies anticipate that station divestitures in certain markets
will be required in order to address regulatory considerations.
Media General and LIN Media will convene special shareholder
meetings to vote on the transaction.  Royal W. Carson, III, a
director of LIN Media, and affiliates of HM Capital Partners I LP
HMC, who together beneficially own all of the LIN Media Class C
shares and therefore possess 70 percent of LIN Media LLC's
combined voting power, have agreed to vote in favor of the
transaction.  Affiliates of Standard General, which hold
approximately 30 percent of Media General's shares, have also
agreed to vote in favor of the transaction.  The time, location
and other details regarding these meetings will be communicated to
each company's respective shareholders at a later date. Media
General and LIN Media will file a joint proxy statement with the
SEC regarding the transaction.  The transaction is expected to
close in early 2015.

The merger agreement provides for a so-called "window-shop" period
through April 25, 2014, during which LIN Media may provide certain
information to third parties who submit an acquisition inquiry.
In addition, subject to certain procedures, LIN Media is permitted
to enter into discussions and negotiations with third parties that
submit a qualifying superior acquisition proposal, and may enter
into or recommend a transaction with third parties that submit a
qualifying superior acquisition proposal.  A successful competing
bidder who makes a qualifying superior acquisition proposal during
the window-shop period and who enters into a qualifying superior
transaction with LIN Media prior to May 15, 2014, would bear a
$26,600,000 termination fee (approximately 1.625 percent).  For a
competing bidder who did not submit a qualifying superior
acquisition proposal during the window-shop period or who does not
enter into a qualifying superior transaction with LIN Media prior
to May 15, 2014, the termination fee would be $57,300,000.

RBC Capital Markets, LLC, is providing financial advice and Fried,
Frank, Harris, Shriver & Jacobson LLP is serving as legal advisor
to Media General.  J. P. Morgan is providing financial advice and
Weil, Gotshal & Manges LLP is serving as legal advisor to LIN
Media.

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

Media General, Inc., closed on its business combination with New
Young Broadcasting Holding Co., Inc., on Nov. 12, 2013.

                           *     *     *

As reported by the Troubled Company Report on July 10, 2013,
Moody's Investors Service upgraded Media General, Inc.'s Corporate
Family Rating to B1 from Caa1 reflecting the marked improvement in
credit metrics pro forma for the pending stock merger with New
Young Broadcasting Holding Co., Inc.

In the July 12, 2013, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Richmond,
Va.-based local TV broadcaster Media General Inc. to 'B+' from
'B'.  "The rating action reflects the improvement in discretionary
cash flow from the refinancing and our expectation that trailing-
eight-quarter leverage will remain at 6x or below over the
intermediate term," said Standard & Poor's credit analyst Daniel
Haines.


METRO FUEL: Hess Corp. Supports Global Settlement
-------------------------------------------------
Creditor Hess Corporation filed papers with the Bankruptcy Court,
indicating it supports Metro Fuel Oil Corp., et al., and the
Official Committee of Unsecured Creditors' motion to approve a
global settlement agreement and to provide relief from the
automatic stay.

Hess believes that the global settlement agreement affords the
best outcome for the Metro estates under the circumstances of "the
very difficult cases."

According to Mark A. Speiser, Esq., at Stroock & Stroock & Lavan
LLP, Hess holds a substantial claim against Metro and also against
Gene and Paul Pullo who were the principals of Metro. Hess' claim
against Metro amounts to nearly $3.5 million, making Hess one of
the largest trade creditors, and its debt is guaranteed by the
Pullos.

Meanwhile, William K. Harrington, U.S. Trustee for Region 2,
objects to the approval of the global settlement, stating that,
among other things:

   1. the settlement agreement divests the Debtors' principals of
possession and control of the estates and places the control of
the chapter 11 cases in the hands of an estate representative who
takes direction from a steering committee of creditors;

   2. the settlement agreement improperly circumvents Bankruptcy
Code provisions governing appointment of a chapter 11 trustee,
which is the only way to displace a chapter 11 debtor and allow
the debtor to remain in chapter 11;

   3. the settlement agreement have not disclosed the total amount
to be distributed to creditors, the total amount of claims or the
amount that general unsecured creditors can expect to receive, if
anything, under the terms of the settlement agreement; and

   4. the $17 million contribution from the Debtors' principals in
exchange for releases of liability is problematic in another way
because these terms were not the product of a true arms-length
negotiation.

                          About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913) on Sept. 27, 2012.  Judge Elizabeth S. Stong presides
over the case.  Nicole Greenblatt, Esq., at Kirkland & Ellis LLP,
represents the Debtor.  The Debtor selected Epiq Bankruptcy
Solutions LLC as notice and claims agent.  Th Debtor tapped Carl
Marks Advisory Group LLC as financial advisor and investment
banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP
Services, LLC as crisis managers for the Debtors, and David
Johnston as their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed a seven-member creditors committee.
Kelley Drye & Warren LLP represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.

On Feb. 15, 2013, the Bankruptcy Court entered an order approving
the sale of substantially all of the assets of the Debtors to
United Refining Energy Corp., for the base purchase price of
$27,000,000, subject to adjustments.


MICHAEL BAKER: Moody's Alters Outlook to Neg. & Affirms B2 CFR
--------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of
Michael Baker International, LLC to negative from stable and
affirmed the B2 Corporate Family Rating. Concurrently, a Caa1
rating has been assigned to the planned $125 million of
unguaranteed holding company PIK toggle notes due 2019 while the
rating on the company's guaranteed $350 million of senior secured
notes due 2018 has been raised to B1 from B2. Proceeds of the
holdco notes will fund a dividend.

Ratings:

Corporate Family, affirmed at B2

Probability of Default, affirmed at B2-PD

$350 million guaranteed, senior secured notes due 2018, to B1,
LGD3, 41% from B2, LGD4, 51%

$125 million senior PIK toggle notes due 2019, assigned Caa1,
LGD6, 92%

Rating Outlook, to Negative from Stable

RATINGS RATIONALE

The negative rating outlook recognizes higher financial leverage,
lower near-term cash flow, and a less robust liquidity profile for
2014 than was anticipated in October 2013, when Integrated Mission
Solutions, LLC ("IMS") acquired and merged with Michael Baker
Corporation ("MBC"), and initial ratings were assigned.

A large, debt funded dividend less than six months after the
merger exposes the company to risk of ratings downgrade. Pro forma
for the transaction, debt to EBITDA on a Moody's adjusted basis
would be close to 6x, high for the rating. Moreover that metric's
calculation entails many add-backs like partial year earnings
excluded in purchase accounting, unusual expenses from business
combination, and operational restructuring costs. Financial
leverage was expected to begin declining this year rather than
being sustained at elevated levels. While the dividend follows an
impressive contract award ($838 million of contracts to construct
and support operations of the Balad Air Base in Iraq under the
U.S. Foreign Military Sales Program), the business integration
plan remains far from complete, the ability to gauge margin
performance thus far is clouded by a short combined operating
history, and cash flows achieved since October have been minimal.
Furthermore, operating cash flow will be lower than was
anticipated near-term due to the associated working capital
increases from the Balad contract and bond coupon payments from
the holdco notes. (The planned holdco notes?which have a pay-in-
kind interest toggle feature?will likely be paid in cash interest
near-term.) Borrowings under the $125 million revolving credit
line will remain above $50 million for much of 2014, rather than
decline and provide better financial maneuvering room. The burden
of added interest cost, sustained high leverage and revolver
utilization --  as contractual requirements have notably grown?
lessens financial capacity and resilience to negative performance
developments.

The affirmation of the B2 CFR incorporates Michael Baker's backlog
growth, which represents a positive development especially within
a defense and federal services segment where pressure from fiscal
austerity and procurement reforms have weighed down performance
and backlog levels. Besides the vehicle's size, the Balad contract
win seems to validate a strategic aim of the merger whereby the
domestic engineering, construction and development capabilities of
MBC would be cross-sold into the global infrastructure marketplace
where IMS has presence. Penetration of the international market
could ultimately put the company on a revenue growth trajectory
that stands out against peers, drives income, cash flow, and
permits much de-levering. If the company can achieve reasonably
good EBITDA margin level (such as around 8%), manage through the
upcoming period of working capital growth and business
integration, repayment of much revolver debt by mid-2015 could be
achieved.

The Caa1 rating assigned to the planned $125 million of
unguaranteed holding company notes due 2019, two notches below the
CFR, reflects their structurally subordinated position within the
family's debts. Pursuant to Moody's Loss Given Default
Methodology, the notes would incur much loss in a stress scenario.
Conversely, the one notch upgrade of the $350 million guaranteed,
senior secured notes due 2018 to B1 from B2 reflects the
effectively junior debt now expected within the corporate family.
The junior debt would absorb loss and thereby improve recovery of
senior secured claims in a stress scenario.

Downward rating pressure would develop with debt to EBITDA
continued at 6x or higher, FCF/debt below 5%, or thinner
liquidity. Stabilization of the rating outlook would depend on
expectation of debt to EBITDA of 5x, low revolver utilization and
an adequate liquidity profile. Upward rating momentum would follow
expectation of debt to EBITDA of around 4x, FCF to debt of 10% and
a good liquidity profile.

Michael Baker International, LLC provides engineering,
development, intelligence and technology solutions with global
reach and mobility. Annual revenues, pro forma for business
combinations, were estimated to be about $1 billion in 2013. The
company is majority-owned by DC Capital Partners.


MICHAEL BAKER: S&P Retains 'B-' Rating Following $150MM Upsize
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Pittsburgh-based U.S. government contractor Michael Baker
International LLC and its holding company are unchanged following
the increase in the amount of notes issued by Michael Baker
Holdings LLC to $150 million from $125 million.  The issue rating
on the upsized notes remains 'B-', and the recovery rating remains
'6', indicating S&P's expectation for negligible (0% to 10%)
recovery in the event of a payment default.

The holding company is issuing the proposed $150 million senior
payment-in-kind notes for a distribution to its financial sponsor.
The add-on will increase its debt-to-EBITDA ratio to 5.8x at close
of the dividend recapitalization transaction, up from 5.6x
previously.  S&P expects leverage will decline to the mid-4x area
over the next 12 months, reflecting organic revenue growth.  S&P
believes credit metrics will remain in line with its indicative
ratios for a "highly leveraged" financial profile.  Additionally,
S&P assess the company's business risk profile as "fair,"
incorporating the company's diversified contract and task orders
from the U.S. federal agencies, offset by its short operating
track record and the current revenue level and competition against
larger players in a highly fragmented industry, and contract
concentration risk from its recent Joint Base Balad contract win.

RATINGS LIST

Michael Baker International Inc.
Corporate Credit Rating                B+/Stable/--
  Senior Secured                        B+
   Recovery Rating                      3

Michael Baker Holdings LLC
$150 mil. Senior Unsecured PIK notes   B-
  Recovery Rating                       6


MICROVISION INC: Capital Ventures Stake at 8.3% as of March 13
--------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Capital Ventures International and Heights Capital
Management, Inc., disclosed that as of March 13, 2014, they
beneficially owned 3,580,000 shares of common stock of
MicroVision, Inc., representing 8.3 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/n05EgL

                        About Microvision Inc.

Headquartered in Redmond, Washington, MicroVision, Inc. (NASDAQ:
MVIS) is the creator of PicoP(R) display technology, an ultra-
miniature laser projection solution for mobile consumer
electronics, automotive head-up displays and other applications.

Microvision incurred a net loss of $22.69 million in 2012
following a net loss of $35.80 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $12.01 million in total
assets, $12.20 million in total liabilities and a $190,000 total
shareholders' deficit.

Moss Adams LLP, in Seattle, Washington, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.


MJC AMERICA: Court OKs David Tilem as Bankruptcy Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized MJC America, Ltd. to employ the Law Offices of David A.
Tilem ("TILEM") as general bankruptcy counsel, nunc pro tunc to
the Dec. 10, 2013, petition date.

As reported in the Troubled Company Reporter on Feb. 5, 2014,
the Debtor requires TILEM to:

   (a) complete its schedules and statement of financial affairs;

   (b) satisfy its reporting requirements to the Office of the
       U.S. Trustee, particularly in preparing the 7-Day Package;

   (c) appear before the Court in the prosecution of various
       motions, including those seeking employment of
       professionals, assumption or rejection of unexpired leases
       or executory contracts, and for leave to use, sell or
       lease property of the estate pursuant to 11 U.S.C.
       Section 363;

   (d) respond to any motions which may be filed by creditors;

   (e) analyze proofs of claim and file objections if necessary;

   (f) prepare and obtain approval of a disclosure statement;

   (g) prepare and obtain confirmation of a plan of
       reorganization;

   (h) address or respond to other matters which may arise during
       the bankruptcy case; and

   (i) prosecute adversary proceedings, such as those required to
       avoid transfers under Chapter 5 of the Bankruptcy Code.

TILEM professionals working on the Debtor's case will be paid at
these hourly rates:

       Attorneys
       ---------
       David A. Tilem             $500
       Silvia S. Lew              $400
       Michael Avanesian          $350

       Of Counsel
       ----------
       R. Teri Lim,               $350
       Keven S. Lacey             $450
       Barry R. Wegman            $450
       Patrick M. Hunter          $400

       Para-Professionals
       ------------------
       Malissa L. Murguia         $150
       Diana Chau                 $100
       Joan Fidelson              $75

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

Prior to the filing of this Chapter 11 case, TILEM was retained
March 29, 2013, to represent the Debtor in settlement
negotiations.  The Debtor paid TILEM a total of $3,550 for these
services.  TILEM billed the Debtor a total of $2,329 for the
settlement negotiations, leaving a balance of $1,221.

On or around Nov. 8, 2013, the Debtor retained TILEM to file a
Chapter 11 case.  The Debtor paid TILEM a total retainer of
$100,000 in addition to any unused retainer from prior services.
The Debtor paid TILEM with company funds.

The Debtor paid TILEM in two installments.  The first installment
of $25,000 was paid in full prior to the commencement of
bankruptcy related preparation services.  The second installment
of $75,000 was paid in full prior to the petition date.

David A. Tilem, principal of TILEM, 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.

TILEM can be reached at:

       David A. Tilem, Esq.
       LAW OFFICES OF DAVID A. TILEM
       206 N. Jackson Street, Suite 201
       Glendale, CA 91206
       Tel: (818) 507-6000
       Fax: (818) 507-6800
       E-mail: DavidTilem@TilemLaw.com

MJC America, Ltd., doing business as Soleus Air System --
http://www.soleusair.com/-- which sells Soleus-branded air
conditioners and heaters in the U.S., filed for Chapter 11
bankruptcy protection (Bankr. C.D. Cal. Case No. 13-39097) in Los
Angeles on Dec. 10, 2013.

David A. Tilem is the Debtor's general bankruptcy counsel.
Winston & Strawn LLP serves as special litigation counsel.

MJC disclosed $14.0 million in total assets and $15.9 million in
liabilities in its schedules.  Accounts receivable of $9.22
million and inventory of $4.12 million comprise most of the
assets.  East West Bank has a scheduled secured claim of
$2.1 million on a line of credit, and Hong Kong Gree Electric
Appliances Sales, Ltd., is owed $4.07 million, but only $288,000
is secured.


MOMENTIVE PERFORMANCE: Moody's Lowers CFR to Ca, Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service lowered Momentive Performance Materials
Inc.'s Corporate Family Rating (CFR) to Ca from Caa2 and lowered
its Probability of Default Rating to Ca-PD from Caa1-PD. These
actions reflect the company's SEC filing on April 1, 2014 that
stated that the company is working with debt-holders to
restructure its debt and may make a filing under Chapter 11 of the
U.S. Bankruptcy Code. Moody's also lowered the rating on the
company's senior secured first lien notes to Caa1 from B3, lowered
the senior secured 1.5 lien notes to Caa2 from Caa1, lowered the
springing lien notes to Caa3 from Caa2 and lowered the senior
subordinated notes rating to C from Caa3. Moody's affirmed the
company's speculative grade liquidity rating at SGL-4.

"It is likely that Momentive will not make its interest payment on
April 15th for both notes due 2020; while a potential bankruptcy
may take longer to file due to the ongoing negotiations." stated
John Rogers, Senior Vice President at Moody's.

Ratings downgraded:

Momentive Performance Materials Inc.

Corporate Family Rating to Ca from Caa2

Probability of Default Rating to Ca-PD from Caa1-PD

Guaranteed senior secured first lien notes due 2020 to Caa1 (LGD2,
15%) from B3 (LGD3, 35%)

(originally issued by MPM Escrow LLC)

Guaranteed senior secured 1.5 lien notes due 2020 to Caa2 (LGD3,
30%) from Caa1 (LGD4, 56%)

Guaranteed springing lien notes due 2021 to Caa3 (LGD3, 43%) from
Caa2 (LGD5, 77%)

Senior subordinated notes due 2016 to C (LGD5, 84%) from Caa3
(LDG6, 92%)

Ratings affirmed:

Momentive Performance Materials Inc.

Speculative Grade Liquidity Rating at SGL-4

RATINGS RATIONALE

The downgrade of the CFR to Ca reflects the potential for low
recoveries in the event of a bankruptcy as operating performance
remains extremely weak, thereby resulting in a modest valuation
for the company in bankruptcy, leading to greater losses for debt-
holders. While Momentive's business performance is expected to
improve modestly in 2014, the company's cash burn will likely
increase due to the expenses associated with its debt
restructuring or bankruptcy process.

The company's sharp decline in financial performance began in late
2011 as a result of new silicones industry capacity and weaker
than anticipated global demand in key downstream markets
(construction and electronics). The downturn has been exacerbated
by unusually slow demand growth in Asia, which has kept prices and
capacity utilization rates low. As of September 30, 2013, the
company's credit metrics were extremely weak with Debt/EBITDA of
16.9x and negative Retained Cash Flow/Debt (RCF/Debt).

The one notch drop in ratings of the secured notes versus the two
notch drop in the CFR is a result of their elevated position in
the capital structure, and an enterprise valuation for the company
that should easily exceed $2 billion. The subordinated notes were
lowered by two notches due to Moody's expectation for extremely
low recovery on this tranche of debt.

The negative outlook reflects the expected payment default,
restructuring and/or bankruptcy filing over the next two months.
The rating would be lowered in any of the aforementioned events.
Moody's would only upgrade the CFR after the completion of a
successful restructuring. Momentive's Speculative Grade Liquidity
Rating of SGL-4 reflects the expectation that its liquidity is not
sufficient to cover the potential calls on cash over the next four
quarters

MPM has two businesses Silicones (Organosilicones) and Quartz. The
silicone business accounts for over 90% of revenues and 85% of
EBITDA, As mentioned above, the business is suffering from
overcapacity in Asia and weak demand growth, which has compressed
margins and kept capacity utilization rates low. The Quartz
business is a global manufacturer of quartz tubing, ingots and
crucibles and high-performance, non-oxide ceramic products. This
business is also suffering due to the downturn in the
semiconductor and solar businesses.

The credit metrics cited above reflect Moody's Global Standard
Adjustments, which include the capitalization of pensions and
operating leases, as well as MPM's HoldCo PIK debt (the PIK debt
has a value of $825 million at September 30, 2013 and is accreting
at 11%, or roughly $90 million, per year; 10% of MPM's equity and
the PIK HoldCo notes are held by affiliates of General Electric
Corporation).

Momentive Performance Materials Inc., headquartered in Albany, New
York, is the second largest producer of silicones and silicone
derivatives worldwide. The company has two divisions: silicones
(which accounted for roughly 90% of revenues) and quartz. Revenues
were over $2.3 billion for the LTM ending September 30, 2013.


MOTORS LIQUIDATION: Claims Objection Deadline Moved to Sept. 16
---------------------------------------------------------------
The Bankruptcy Court entered an order extending the Claims
Objection Deadline to Sept. 16, 2014, in the bankruptcy cases of
Motors Liquidation Company and its Debtor affiliates.  The Claims
Objection Deadline may in the future be extended beyond Sept. 16,
2014, by further order of the Bankruptcy Court.

The agreement governing Motors Liquidation Company GUC Trust
provides that the trust administrator and trustee of the GUC Trust
has the authority to file objections to unsecured claims asserted
in the bankruptcy cases of Motors Liquidation and its affiliated
debtors.  The GUC Trust Agreement further provides a deadline by
which the GUC Trust Administrator must file all objections to
Disputed General Unsecured Claims, which deadline may be extended
by order of the bankruptcy court for the Southern District of New
York.

                      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.


MUNICIPAL MORTGAGE: Reports $99.8 Million Net Income in 2013
------------------------------------------------------------
Municipal Mortgage & Equity, LLC, filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
net income of $99.84 million on $37.92 million of total interest
income for the year ended Dec. 31, 2013, as compared with a net
loss of $38.66 million on $65.79 million of total interest income
in 2012.

As of Dec. 31, 2013, the Company had $1.01 billion in total
assets, $476.49 million in total liabilities and $538.85 million
in total equity.

KPMG LLP, in Baltimore, Maryland, did not issue a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  In the auditors' report accompanying
the consolidated financial statements for the year ended Dec. 31,
2011, KPMG expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company had been negatively impacted by the deterioration
of the capital markets and has liquidity issues which have
resulted in the Company having to sell assets and work with its
creditors to restructure or extend its debt arrangements.

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

                         http://is.gd/2BnBmP

                      About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

                           *    *     *

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


NEW LIFE INT'L: Can Hire Real Estate Agent to Market Properties
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
authorized New Life International to employ real estate agents:

   1. Ray Banks
      Monteagle Sewanee, Realtors
      P.O. Box 293
      20 West Main Street
      Monteagle, TN 37356
      Tel: (931) 924-7253

   2. Gwendolyn B. Dowland
      RE/MAX of Tennessee
      RE/MAX Choice Properties
      663 Nashville Pike
      Gallatin, TN 37066
      Tel: (615) 452-7264

   3. Mandy Knaack
      RE/MAX Real Estate Connection
      913 West Main, Suite D
      P.O. Box 1348
      Cabot, AR 72023
      Tel: (501) 843-3067

   4. Bob Peltier
      Bob Peltier & Associates
      1805 E. Mulberry Street
      Angleton, TX 77515
      Tel: (979) 849-1234

As reported in the Troubled Company Reporter on March 10, 2014,
the Debtor owns five parcels of real estate that it plans to sell
in furtherance of the liquidation of its assets and the successful
completion of the Chapter 11 case:

   A. 340 Lake Louisa Loop, Monteagle, Franklin County, Tenn.
      (purchased November 2007);

   B. 34 Lake Louisa Loop, Monteagle, Franklin County, Tenn.
      (purchased September 2007);

   C. 2177 Gordon Crossing, Hendersonville, Sumner County,
      Tenn. (purchased January 2009);

   D. 3407 Horton Drive, Cabot, Lonoke County, Arkansas
      (purchased February 2009); and

   E. 23543 Highway 288, Angleton, Brazoria County, Texas
      (purchased September 2003).

The real estate agents will, among other things:

   -- assess the value of the Debtor's real estate and potential
      buyer base;

   -- marketing of the Debtor's real estate and presentation of
      real estate to potential buyers; and

   -- negotiate real estate sales contracts, and assistance
      in the ultimate sales of the Debtor's real estate.

To the best of the Debtor's knowledge, the agents are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The Debtor also related that no funds or property of the Debtor
will be used to compensate agents for any services that they may
perform for New Life Cabins, Inc., New Life Development, Inc., New
Life Digital Media, LLC, New Life Holdings, Inc., New Life
Property Holdings, Inc., New Life Property Holdings II, Inc., or
Northgate Holdings, Inc.  Those services, if any, will be paid for
by other sources under separate engagements.

                   About New Life International

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

The Debtor disclosed $44,651,301 in assets and $46,362,805 in
liabilities as of the Chapter 11 filing.

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

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

The U.S. Trustee for Region 8 appointed an official committee of
unsecured creditors consisting of Robert T. Abbotts, Dorthy F.
Mack, James D. Rice, Richard M. Taylor, and Sharon L. Upton-Rice.


NNN 3500 MAPLE 26: Trial on Competing Plans Concluded
-----------------------------------------------------
In the Chapter 11 cases of NNN 3500 Maple 26, LLC, et al., the
U.S. Bankruptcy Court in Dallas has placed under advisement the
following matters:

     1. Amended chapter 11 plan filed by Strategic Acquisition
        Partners, LLC;

     2. Motion to assume executory contract or unexpired lease
        Filed by Strategic Acquisition Partners, LLC;

     3. Debtors' Motion to Estimate Cure and Reinstatement Claim
        of CWCAM for Confirmation Purposes Filed by Debtor NNN
        3500 Maple 26, LLC;

     4. Motion of Strategic Partners Acquisition, LLC to Estimate
        Potential Plan Confirmation Claim of Secured Lender filed
        by Strategic Acquisition Partners, LLC;

     5. Emergency Motion for Entry of Order to Show Cause Why
        Votes Should Not Be Stricken Filed by Strategic
        Acquisition Partners, LLC

     6. Modified chapter 11 plan filed by Debtor NNN 3500 Maple
        26, LLC

The Bankrupcy Court held a hearing March 5.  The case docket says
trial has concluded.

Judge Harlin DeWayne Hale entered an order on March 7 saying,
"This court took the confirmation of several plans of
reorganization under advisement. While this is under advisement,
the stay will be continued. This court understands completely the
lender's request to post. However, this court does not want to
upset the status quo during the time it has the case under
advisement. The court expects to rule within a few weeks well
before the posting date in April. No party should infer from this
ruling it will prevail in the ruling on the confirmation hearing."

As of the evening of April 3, a ruling has not been entered on the
case docket.

                           Rival Plans

Competing Plans have been filed in the Debtors' bankruptcy case --
the Debtors' own Plan and a rival plan by Strategic Acquisition
Partners LLC, a creditor.

Maple Avenue Tower, LLC, also filed a third amended Chapter 11
plan and disclosure statement, but withdrew that Plan on Feb. 19,
2014, a few days before the confirmation hearing.

NNN 3500 Maple LLC filed a Plan of Reorganization and accompanying
disclosure statement, but withdrew those documents in a notice
dated Jan. 27, 2014.  NNN 3500 Maple LLC is represented by Mark
Stromberg, Esq. -- mark@stromberg.com -- at Stromberg Stock PLLC
in Dallas.

The competing Plans were a result of the Court's December 2013
order terminating the Debtors' exclusivity period at SAP's behest.
SAP sought termination of exclusivity on grounds of delay,
proposing a non-confirmable plan, recalcitrance by creditors, and
acrimonious relations between the Debtors and their Lender -- U.S.
Bank National Association, as Trustee, successor-in-interest to
Bank of America, N.A., as Trustee for the Registered Holders of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2006-C23, acting by and through
CWCapital Asset Management LLC in its capacity as Special Servicer
-- which continue to delay progress in the case.

On Jan. 28, 2014, the Court approved the Disclosure Statements
explaining the Plans filed by the Debtors, SAP and Maple Avenue
Tower.  The Court set Feb. 25 as the confirmation hearing.

BMC Group Inc. is the tabulation agent for the Debtors' Plan.

Munsch Hardt Kopf & Harr, P.C., SAP's counsel, will also serve as
balloting agent.

The Tabulation Agent for the MAT Plan, before it was withdrawn:

     Alexa Parnell
     Attn: MAT Plan Ballot Processing
     1717 Main Street, Suite 4000
     Dallas, TX 75201
     Tel: 214-462-6435
     E-mail: AParnell@dykema.com

               Outline and Summary of Debtors' Plan

The Debtors filed a joint plan of reorganization dated Feb. 25.
The Plan is for these 27 Debtor entities:

     * NNN 3500 Maple 1, LLC,
     * NNN 3500 Maple 2, LLC,
     * NNN 3500 Maple 3, LLC,
     * NNN 3500 Maple 4, LLC,
     * NNN 3500 Maple 5, LLC,
     * NNN 3500 Maple 6, LLC,
     * NNN 3500 Maple 7, LLC,
     * NNN 3500 Maple 10, LLC,
     * NNN 3500 Maple 12, LLC,
     * NNN 3500 Maple 13, LLC,
     * NNN 3500 Maple 14, LLC,
     * NNN 3500 Maple 15, LLC,
     * NNN 3500 Maple 16, LLC,
     * NNN 3500 Maple 17, LLC,
     * NNN 3500 Maple 18, LLC,
     * NNN 3500 Maple 20, LLC,
     * NNN 3500 Maple 22, LLC,
     * NNN 3500 Maple 23, LLC,
     * NNN 3500 Maple 24, LLC,
     * NNN 3500 Maple 26, LLC,
     * NNN 3500 Maple 27, LLC,
     * NNN 3500 Maple 28, LLC,
     * NNN 3500 Maple 29, LLC,
     * NNN 3500 Maple 30, LLC,
     * NNN 3500 Maple 31, LLC,
     * NNN 3500 Maple 32, LLC, and
     * NNN 3500 Maple 34, LLC

The Plan groups Allowed Claims and Interests in this manner:

   (a) Classes 1A-AA - Secured Tax Claims

       The holders of Allowed Secured Tax Claims will retain
       their Liens until those Claims are paid in full.

   (b) Classes 2A-AA - Secured Claim of the Trust

       Wachovia Bank Commercial Mortgage Trust, Commercial
       Mortgage Pass-Through Certificates, Series 2006-C23 will
       retain its Liens on the Debtors' property in which the
       Trust holds a lien or security interest to secure the
       payment of the Promissory Note in the original principal
       amount of $47,000,000, dated as of December 27, 2005, by
       and between Wachovia Bank, National Association, as
       lender, and NNN 3500 Maple, LLC and NNN 3500 Maple
       VF 2003, LLC, as borrowers, pursuant to the Trust Loan
       Documents.  The Trust's Allowed Secured Claim will
       accrue interest from and after the Effective Date at
       the non-default rate under the Trust Note of 5.77%
       per annum.

   (c) Classes 3A-AA - Secured Claim of Comm-Fit, L.P.

       Comm-Fit will retain its Liens on prepetition Collateral
       consisting of certain exercise equipment, including a
       treadmill, recumbent bike, and related electronic software
       located at the Property until its Allowed Secured Claim
       has been paid in full.

   (d) Classes 4A-AA - Secured Claim of Jemm Investments, Inc.

       Jemm will retain its Liens on certain HVAC equipment
       located at the Property until its Allowed Secured Claim
       has been paid in full.

   (e) Classes 5A-AA - Secured Claim of Fast-Trak Construction

       Fast-Trak Construction, Inc. will retain its Mechanic's
       Lien on the Property until its Allowed Secured Claim has
       been paid in full.

   (f) Classes 6A-AA - Unsecured (General) Claims

       Each holder of an Allowed Class 6A-AA Unsecured (General)
       Claim will be paid in full, with interest at the Plan
       Rate, on the Effective Date, or as soon thereafter as
       reasonably practicable.  The Plan Rate means the
       prevailing federal post-judgment rate of interest as set
       forth in 28 U.S.C. Sec. 1961 as of the Effective Date;
       provided, however, that if an impaired Class rejects
       the Plan, the "Plan Rate" for that Class will be the
       minimum annual rate of interest that the Bankruptcy Court
       determines is necessary to satisfy the requirements of
       section 1129(b) of the Bankruptcy Code.

   (g) Classes 7A-AA - Claims of Other TICs

       Class 7A-AA consists of all Allowed Unsecured Claims
       against the Debtors by non-Debtor TICs, the co-owners of
       the Property, and the non-Debtor TICs' interests in the
       Property, which TICs are jointly and severally liable on
       Class 1A-AA, Class 2A-AA, Class 3A-AA, and Class 4A-AA,
       Class 5A-AA and Class 6A-AA Claims, including those Claims
       arising before the Effective Date or those which arise
       under this Plan or the TIC Agreement.  On the Effective
       Date, Class 7AAA Claims will be deemed satisfied in full by
       virtue of the issuance of new ownership interests in the
       Successor Debtor with recoveries to flow to the holders.

   (h) Classes 8A-AA - Interests in the Debtor

       The holder or holders of membership Interests in the
       Debtors will receive an interest in the Successor Debtor as
       of the Effective Date based on the applicable Debtor's
       pre-Effective Date ownership interest in the Property.

With the exception of Classes 7A-AA and 8A-AA, all Classes of
Claims and Interests are unimpaired under the Plan.

                   Funding Under Debtors' Plan

The payments to be made under the Plan will be funded from (1) the
net operational profits (positive cash flow) generated by the
Property, after allowance of operational expenses (vendor costs,
management fees and taxes) and reserves, (2) a Cash Infusion from
ASB Acquisitions, LLC or an affiliate, of no less than $8.5
million, and (3) to the extent necessary, other sources of funds,
including a cash infusion from the Debtors and/or the non-Debtor
TICs or future borrowings or equity infusions, subordinate to the
Trust.

The Cash Infusion will be used to fund, inter alia, payment of
Allowed Administrative Expenses and Allowed Claims.  After the
Effective Date, ASB will also fund capital improvements, deferred
maintenance, tenant improvement costs and leasing commissions with
respect to the Property, and operating shortfalls, as needed.

                 Contribution Agreement With ASB

The members of each Debtor and consenting non-Debtor TIC -- TIC
Owners -- and the Debtors and consenting non-Debtor TICs will
enter into a contribution agreement with ASB, pursuant to which:

     (a) the TIC Owners will form the Successor Debtor to be owned
by the TIC Owners, into which their membership interests in the
TICs will be contributed.  The TIC Owners will receive membership
in the Successor Debtor commensurate with the applicable Debtor's
or consenting non-Debtor TIC's, as applicable, original ownership
percentage in the Property.  The Successor Debtor shall be managed
by a third party manager for fair consideration, to be disclosed
on or prior to the Confirmation Hearing.  All TICs shall be
permitted to elect to participate in the contribution transaction
by becoming a member in the Successor Debtor.  If less than 100%
of the TICs consent to the transaction, either (i) the Debtors
will exercise their "call option" pursuant to the TIC Agreement
and cause each dissenting TIC to sell its interest in the Property
directly to the Reorganized Debtors for cash consideration
determined in accordance with the TIC Agreement, or (ii) the
Dissenting TIC shall have its interest in the Property be vested
in the Reorganized Debtors pursuant to Section 363(h) of the
Bankruptcy Code.

The Debtors have initiated an adversary proceeding before the
Bankruptcy Court in the event there are Dissenting TICs whose
interests in the Property need to be transferred to the
Reorganized Debtors to consummate the Plan.

     (b) ASB shall form an additional, new Delaware limited
liability company -- Newco -- to be owned by the Successor Debtor
and ASB. The Successor Debtor shall immediately contribute 100% of
the membership interests in the Debtors and the consenting non-
Debtor TICs to Newco in consideration of the issuance to the
Successor Debtor of a membership interest in Newco, and Newco
shall become the sole member of each Debtor and consenting non-
Debtor TIC.  Concurrently with such contributions and conveyances,
ASB will contribute to Newco the Cash Infusion in exchange for a
managing member interest in Newco.  All TICs will remain liable
for their obligations under the Trust Note.

         Under the terms of the Plan, net operating cash flow and
proceeds of capital will flow to ASB and the members of the
Successor Debtor (via Newco) as follows:

         1st: 100% to ASB until it has received a 12% IRR;
         2nd: 20% to the Successor Debtor and 80% to ASB until
              ASB has received a 20% IRR and a 1.75 times equity
              multiple on its invested capital; and
         3rd: 40% to the Successor Debtor and 60% to ASB.

If the Plan is confirmed, on the Effective Date, ASB will pay to
Breakwater Equity Partners, LLC an amount equal to $447,893.13,
which amount, however, will not be part of the Cash Infusion and
will not be taken into account in connection with calculating the
waterfall above. In addition, if the Property is sold in the
future, ASB will pay to Breakwater, solely out of ASB's return in
connection with such sale (after paying any amounts owed to the
members of the Successor Debtor under the waterfall), an amount
equal to 1% of the recovery to ASB.  Breakwater shall receive no
equity in the Successor Debtor or Newco and any payments to
Breakwater shall have no impact on the recovery to the
members of the Successor Debtor.

Steelbridge Capital, LLC, or an affiliate will agree to provide a
replacement non-recourse carve-out guaranty of the Trust Note
provided that all TICs agree to and participate in the
recapitalization.

The Plan contemplates that the Property will be managed by by
Jones Lang LaSalle following the Effective Date on a market basis.
It is contemplated that JLL would receive compensation equaling
approximately 3.5% of gross revenues in exchange for its property
management services.

A copy of the Debtors' Plan dated Feb. 25 is available at no extra
charge at http://bankrupt.com/misc/NNN3500Feb25Plan.pdf

                         SAP's Rival Plan

SAP's plan also proposes the establishment of a new entity to be
called 3500 Uptown, LLC, which will end up owning all assets of
the Debtors and the Estates, including the whole of the Property.
NewCo will have two class of membership interests:

     1. Class A, which will be majority owned by Artemis Real
        Estate Partners Fund 1 Acquisition, LLC, and minority
        owned by 3500 PRG Uptown, LLC, which together will own
        100% of the Class A membership interests in NewCo.

     2. Class B, which will be offered to Equity Interest
        holders in the Debtors and to the Non-Debtors, if they
        so chose.  Class B membership interests will be non-
        voting, carried interests only, which will entitle
        the holders thereof to a profit sharing with Class A
        members only after Class A members in NewCo receive a
        12% internal rate of return.

NewCo will be capitalized with $500,000 in funds (over and above
the proposed Plan Funding) and will thereafter fund itself through
operations, although the Class A members intend to invest
additional funds and to make additional capital available to
NewCo, in their discretion, as may become necessary or advisable
to make capital improvements to the Property.

On the Effective Date, the managers and officers of NewCo shall
be: (i) Vance Detwiler, president of Prescott Realty Group, Inc.;
(ii) Judson Pankey, CEO of Prescott Realty Group, Inc.; and (iii)
a person to be designated by Artemis Real Estate Partners Fund 1
Acquisition, LLC.  None will be paid for their services by NewCo
directly.

Parties wishing to learn more about Prescott Realty Group, Vance
Detwiler, and Judson Pankey are invited to visit Prescott's
Internet site at http://www.prescottrealtygroup.com

As of the Effective Date, the managing members of NewCo shall be
Artemis Real Estate Partners Fund 1 Acquisition, LLC and 3500 PRG
Uptown, LLC.  Neither will be paid for their services as managing
members by NewCo directly or from the Property. The Property shall
be managed by Prescott Realty Group, Inc., which shall be
compensated on a monthly basis at the amount of 3.5% of the gross
revenue of the Property, pursuant to a management contact to be
entered into by and between NewCo and Prescott Realty Group, Inc.

SAP's Plan also triggers the Call Option in the TIC Agreement,
causing Non-Debtor TICs to sell their interests to the Debtors.
This provides that the entire interest in the Property is subject
to the Plan.

The Plan groups claims against and interests in the Debtors in
these classes:

                                           Estimated  Estimated
   Category                Class               Claim   Recovery
   --------                -----           ---------  ---------
Administrative Claims   Unclassified      $1,000,000     100%
Allowed Priority Claims       1              $43,988     100%
Secured Tax Claims            2           $1,065,000     100%
Lender Secured Claim          3          $46,037,546     100%
Other Secured Claims          4              $56,665     100%
General Unsecured Claims      5             $347,000     100%
Equity Interests              6                  n/a  Cancelled

The Lender Secured Claim excludes alleged prepayment penalty and
drawn from the Lender's motion to allow claim.  The amount, as of
the Effective Date, will be substantially higher in light of
continuing interest and fees, which amount is estimated to be in
excess of $48 million.

SAP's Plan says Equity Interests will share in $2.2 million of
cash or will obtain Class B membership interests in NewCo.

A copy of Strategic Acquisition Partners LLC's Amended Disclosure
Statement In Support of Amended Plan is available at no charge at
http://bankrupt.com/misc/NNN3500_SAPPlanDS.pdf

             MAT Withdraws Plan, Prefers Foreclosure

Maple Avenue Tower's Third Amended Plan groups claims against and
interests in the Debtors in 10 classes:

(a) Class 1A-AA - Secured Tax Claims [Not Impaired -
    Does Not Vote]
(b) Class 2A-AA - Secured Claim of the Trust
(c) Class 3A-AA - Secured Claim of Comm-Fit, L.P.
(d) Class 4A-AA - Secured Claim of Jemm Investments, Inc.
(e) Class 5A-AA - Secured Claim of Phoenix Commercial, Inc.
(f) Class 6A-AA - Secured Claim of Fast-Trak Construction, Inc.
(g) Class 7A-AA - Claim of Lessee Heritage Capital Corporation;
(h) Class 8A-AA - Unsecured (Critical Vendor) Claims
(i) Class 9A-AA - Unsecured (General) Claims
(i) Class 10A-AA - Claims of Non-Debtor TICs
(j) Class 11A-AA - Interests in the Debtors

In a notice dated Feb. 19, MAT advised the Court it was
withdrawing its Third Amended Plan.  It said the essence of its
own MAT Plan is termination of the automatic stay to allow CW
Capital Asset Management LLC to pursue its state law remedies to
foreclose the liens on the property.  MAT believes foreclosure is
the best resolution of the cases and is in the best interest of
all parties in interest.

In proposing the MAT Plan, MAT said it offered beneficial
treatment to creditors and the TIC's in the form of (a) the
Initial Contribution ($250,000.00), (b) The Creditors Success
Contribution ($400,000.00) if MAT was the successful bidder, and
(c) the TIC Success Contribution (up to $2,400,000.00) if MAT was
the successful bidder.  These contributions were intended to pay
administrative expenses, provide meaningful distributions to
unsecured creditors and offer a substantial payment to the TIC's
(as opposed to "hope certificates" in the Debtors' and SAP's
competing plans).  MAT said the large amount of administrative
expenses sought appears to be driven to protect the interests
of the TICs and their advisors and is of minimal benefit to the
creditors.  Although originally envisioned to pay unsecured and
administrative creditors in full, it now appears that both the
Initial Contribution and the Creditors Success Fee under the MAT
Plan totaling $650,000 would be woefully insufficient to pay in
full just the administrative expenses.

CW asserts a right to credit bid the full amount of CW's claim
which exceeds $52 million.  Were the Property sold at auction for
an amount in the range of CW's asserted claim, under the MAT Plan
there will be no TIC Success Fee, or it will be nominal at best.

MAT also reserves the right to bid at any foreclosure sale of the
Property.

MAT also believes that the remaining Plans are either not feasible
or are not confirmable, and reserves the right to file further
objections to confirmation of the remaining Plans.

   See http://bankrupt.com/misc/NNN3500_MATObjto2Plans.pdf

                     Confirmation Objections

U.S. Bank, as Trustee, by and through CWCapital Asset Management,
as Special Servicer, objected to confirmation of the Debtors'
Joint Plan.  It said: "The Debtors have had more than a year to
solidify unanimity among the TIC Investors and to develop and
propose a confirmable plan, but they have not done so. Instead,
the Debtors, who own less than 100% of the Property, are seeking
confirmation of a Plan with no binding source of funding and no
completed or binding plan documents."  It also argued that the
Plan is not for the benefit of the constituents of the Bankruptcy
Cases, as the Property value would have to increase by roughly 89%
from the Debtors' current value of $48,100,000 to a new value of
more than $91 million before one dime is realized by the current
TIC Investors.

   See http://bankrupt.com/misc/NNN3500_CWCObjtoDebtorPlan.pdf

CWCapital also objected to SAP's Plan, saying that the Debtors
receive nothing under that Plan.  The Debtors' ownership interests
will be merged into NewCo, and the Debtors themselves will cease
to exist.  The investors will receive a substantial preferred
equity position and distribution rights.  The Debtors' members
will receive silent and diluted Class B membership interests in
NewCo, with a speculative distribution to be made if the Property
is sold for more than $81 million, in five years.  Like the
Debtors' Plan, it said the SAP Plan "is not for the benefit of the
constituents of the Bankruptcy Cases, as the Property value would
have to increase by approximately 68% based on the Debtors'
current value of $48,100,000 to a new value of more than $81
million before one dime is realized by the current TIC Investors."

   See http://bankrupt.com/misc/NNN3500_CWCObjtoSAPPlan.pdf

SAP also objected to the Debtors' Plan, saying "the Plan, while
proposing a reorganization, is designed to inappropriately benefit
Breakwater through undisclosed interests and a lack of honest and
open dealing with equity interest holders."

   See http://bankrupt.com/misc/NNN3500_SAPObjtoDebtorPlan.pdf

The Debtors, meanwhile, said the transactions contemplated by SAP
Plan also cannot be implemented without the exercise or
utilization of the Call Option.  As SAP is not a party to and has
no rights under the TIC Agreement, SAP does not have the right to
utilize or enforce the Call Option without the TIC Owners'
consent.  The Debtors also said SAP has solicited votes to accept
the SAP Plan and reject the Debtors' Plan in bad faith.  On
account of the bad faith solicitation, the votes by TIC Owners in
support of the SAP Plan should be stricken.

   See http://bankrupt.com/misc/NNN3500_ObjtoSAPPlan.pdf

SAP also filed papers in response to the objections to its Plan.
According to SAP: "The Plan returns to the Lender exactly what the
Lender bargained for, and more, and compensates the Lender for all
defaults.  What then can the Lender find objectionable about the
Plan? The answer will become readily apparent to the Court.  Just
as SAP would like the Property and potential future profits, so
would the Lender. However, SAP pays everyone in full for it and
leaves millions of dollars in value for equity, while the Lender
plans to take everything for itself with nothing for other
creditors and for equity owners."

   See: http://bankrupt.com/misc/NNN3500_SAPReplytoCWC.pdf
        http://bankrupt.com/misc/NNN3500_SAPReplytoDebtor.pdf

                  About NNN 3500 Maple Entities

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on
Nov. 30, 2012.  Judge Scott C. Clarkson presided over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

On Jan. 23, 2013, the California Bankruptcy Court entered an order
transferring venue of the bankruptcy case to the U.S. Bankruptcy
Court for the Northern District of Texas (Case No. 13-30402).
Judge Harlin DeWayne Hale in Dallas presides over the case.

On Aug. 29, 2013, 26 other affiliates filed separate Chapter 11
petitions.  These entities are: NNN 3500 Maple 1, LLC, NNN 3500
Maple 2, LLC, NNN 3500 Maple 3, LLC, NNN 3500 Maple 4, LLC, NNN
3500 Maple 5, LLC, NNN 3500 Maple 6, LLC, NNN 3500 Maple 7, LLC,
NNN 3500 Maple 10, LLC, NNN 3500 Maple 12, LLC, NNN 3500 Maple 13,
LLC, NNN 3500 Maple 14, LLC, NNN 3500 Maple 15, LLC, NNN 3500
Maple 16, LLC, NNN 3500 Maple 17, LLC, NNN 3500 Maple 18, LLC, NNN
3500 Maple 20, LLC, NNN 3500 Maple 22, LLC, NNN 3500 Maple 23,
LLC, NNN 3500 Maple 24, LLC, NNN 3500 Maple 27, LLC, NNN 3500
Maple 28, LLC, NNN 3500 Maple 29, LLC, NNN 3500 Maple 30, LLC, NNN
3500 Maple 31, LLC, NNN 3500 Maple 32, LLC, and NNN 3500 Maple 34.

Each Debtor holds an ownership interest as a tenant in common in
an 18-story commercial office building commonly known as 3500
Maple Avenue, Dallas, Texas 75219.

These TICs have not filed for bankruptcy: NNN 3500 Maple 0, LLC,
NNN 3500 Maple 8, LLC, NNN 3500 Maple 9, LLC, NNN 3500 Maple 11,
LLC, NNN 3500 Maple 25, LLC, and NNN 3500 Maple 35, LLC.

An official creditors' committee has not been appointed in this
case.  Neither a trustee nor an examiner has been appointed.

The Debtors are represented by:

     Michelle V. Larson, Esq.
     ANDREWS KURTH LLP
     1717 Main Street, Suite 3700
     Dallas, TX 75201
     Telephone: (214) 659-4400
     Facsimile: (214) 659-4401

          - and -

     Jeremy B. Reckmeyer, Esq.
     ANDREWS KURTH LLP
     450 Lexington Avenue, 15th Floor
     New York, NY 10017
     Telephone: 212-850-2800
     Facsimile: 212-850-2929

Strategic Acquisition Partners LLC is represented by:

     Joseph J. Wielebinski, Esq.
     Davor Rukavina, Esq.
     Zachery Z. Annable, Esq.
     Thomas D. Berghman, Esq.
     MUNSCH HARDT KOPF & HARR, P.C.
     3800 Ross Tower
     500 N. Akard Street
     Dallas, TX 75201-6659
     Telephone: (214) 855-7500
     Facsimile: (214) 978-4375

Counsel to Maple Avenue Tower, LLC:

     William B. Finkelstein, Esq.
     Jeffrey R. Fine, Esq.
     DYKEMA GOSSETT PLLC
     1717 Main Street, Suite 4000
     Dallas, TX 75201
     Telephone: (214) 462-6400


NNN SIENA: Files Schedules of Assets and Liabilities
----------------------------------------------------
NNN Siena Office Park I 3 LLC filed its schedules of assets and
liabilities in the U.S. Bankruptcy Court for the Northern District
of California, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                   Unknown
  B. Personal Property              $395,470
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $28,650,997
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $124,670
                                 -----------      -----------
        TOTAL                        Unknown      $28,775,667

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

NNN Siena Office Park I 41, LLC, together with 30 other
affiliates, filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Cal. Case No. 14-40668) on Feb. 19, 2014.  Judge M. Elaine Hammond
oversees the Debtor's Chapter 11 case.  The petition was signed by
Mubeen Aliniazee, manager and responsible individual.  The Debtor
estimated assets of at least $10 million and debts of at least $10
million.


NUVERRA ENVIRONMENTAL: Moody's Confirms B2 CFR, Outlook Negative
----------------------------------------------------------------
Moodys' Investors Service confirmed Nuverra Environmental
Solutions Inc.'s B2 corporate family and B2-PD probability of
default ratings, as well as the B3 rating on the $400 million
9.875% senior notes. This action completes the review initiated
December 2, 2013. The ratings confirmations reflect the company's
amendment of its revolving credit facility which reduced the risk
of a covenant violation, its agreement to sell Thermo Fluids
business (TFI) at a price which will lead to material debt
reduction, and signs of stability in its end markets. The negative
rating outlook reflects the tentative nature of the end market
stabilization as well as the uncertain closing of the TFI sale and
resulting reduction of debt. Closing the sale close to the agreed
terms and further evidence of the end markets stabilizing or
improving would likely lead to a stable outlook. The upgrade of
the speculative grade liquidity rating to SGL-2 from SGL-3
reflects the improved expectation for free cash flow and the reset
of revolver covenants to more favorable levels for the company.

Upgrades:

Issuer: Nuverra Environmental Solutions, Inc.

Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3

Outlook Actions:

Issuer: Nuverra Environmental Solutions, Inc.

Outlook, Changed To Negative From Rating Under Review

Issuer: Rough Rider Escrow, Inc.

Outlook, Changed To Negative From Rating Under Review

Confirmations:

Issuer: Nuverra Environmental Solutions, Inc.

Probability of Default Rating, Confirmed at B2-PD

Corporate Family Rating, Confirmed at B2

Senior Unsecured Regular Bond/Debenture Apr 15, 2018, Confirmed
at B3

Issuer: Rough Rider Escrow, Inc.

  Senior Unsecured Regular Bond/Debenture Apr 15, 2018, Confirmed
  at B3

Ratings Rationale

The B2 CFR rating reflects Nuverra's revenue and earnings
volatility, elevated leverage (about 4.4x Moody's adjusted basis
for 2014, after the TFI sale driven debt reduction), changing
business composition, and track record of net losses. Revenue and
EBITDA (on an adjusted basis for charges, etc) declined 12% and
44%, respectively, in 2013 due to lower demand for water and other
fluids by the unconventional onshore energy producers (fracking)
in the US and Canada. The sharp decline in demand for natural gas,
driven by strong hydraulic fracturing driven supply coupled with
weather and economic activity driven weak demand, drove down the
company's asset utilization and prices. The mix of businesses
continues to change as the agreed sale of TFI is targeted to close
about two years after it was purchased at a measurably higher
price. Moody's expects continued pre-tax losses, albeit narrower
than recently, even with lower interest costs following the TFI
sale. The 2014 pro-forma 4.4x leverage, 5% free cash flow to
adjusted debt and 1.2x EBITDA-capex interest coverage are
consistent with B CFR ratings. The company's solid position a
fragmented market likely facing increased regulation, which should
benefit established operators such as Nuverra at the expense of
small operators. Still, the company's position is tempered by the
large, integrated oilfield service providers who provide a broader
complement of services.

The company has good liquidity as indicated by the SGL-2 rating.
The liquidity improvement follows the change in revolving credit
facility covenants to a maximum secured leverage test which is
well higher than current level (3.0x maximum vs. an estimated 1.5x
current), leading to full availability of the $78 million undrawn
portion of the $245 million revolving credit facility (after
amounts for letters of credit back-stop are deducted) as of
December 31, 2013, pro-forma for the amended revolver. The company
had $9 million of unrestricted cash as of December 31, 2013.
Liquidity is anticipated to further improve following the close of
the TFI sale and pay down of all revolver draw, though the lower
post-TFI asset base may not permit full revolver utilization.

The negative outlook reflects the tentative stability of the
fracking end market and the high current leverage ahead of the TFI
sale. The colder than average 2013/14 winter has driven down
natural gas storage, driving up gas prices in the US, which may
spur higher gas production.

Failure to close the TFI sale by the first half of Q3 2014 near
the $175 million agreed purchase or a further deterioration of the
company's end markets would likely lead to a lower rating. A close
of the TFI sale near the agreed price and evidence of sustained
end market stabilization would likely lead to the outlook changing
to stable. Though it is unlikely in the near term, demonstration
of sustained profitability, a steady mix of business operations,
and leverage near 3.0x or lower could lead to higher ratings.

Scottsdale, AZ based Nuverra provides environmental solutions for
water and other fluids, including transportation, recycling, and
disposal services, to customers engaged in unconventional onshore
energy exploration and production in the US and Canada. The
company, formerly named Heckmann Corp, is publically listed with
sizable insider ownership. Revenue in 2013 was $526 million.


NUVILEX INC: Signs Manufacturing Agreement with Austrianova
-----------------------------------------------------------
Nuvilex, Inc., has contracted with Austrianova Singapore
(Austrianova), a subsidiary of SG Austria in which Nuvilex is a
partial owner, to perform the cGMP (Good Manufacturing Practices)-
compliant encapsulation of live cells to be used for Nuvilex's
clinical trials in patients with advanced, inoperable pancreatic
cancer and associated conditions and other types of cancer.  A
manufacturing agreement that covers all aspects of the production
of the encapsulated live cells has been signed by Nuvilex and
Austrianova.

An initial payment has been made by Nuvilex to Austrianova as part
of a "set-up fee" to encapsulate the live cells required by
Nuvilex for use in its clinical trials.  Austrianova was
contracted to perform the encapsulation because it developed and
matured the entire Cell-in-a-Box(R) cellulose-based live-cell
encapsulation process.  Austrianova is considered the world's
foremost expert in this unique and proprietary technology.

The Cell-in-a-Box(R) encapsulation of live cells capable of
converting the anticancer prodrug ifosfamide into its cancer-
killing form will be performed at Austrianova's manufacturing
facilities being established in Thailand.  The cells that will be
encapsulated are those that result from the cell cloning currently
underway by Nuvilex at Inno Biologics' facilities in Malaysia.
The capsules containing the live cancer prodrug-activating cells
will be implanted in patients with advanced, inoperable pancreatic
cancer and, together with ifosfamide, will form Nuvilex's novel
treatment for this deadly disease.  In addition, the encapsulated
cells will be used in connection with Nuvilex's planned clinical
trials that are related to pancreatic and other forms of cancer.
All steps of the encapsulation process will strictly adhere to
cGMP-standards.

The CEO and President of Nuvilex, Kenneth L. Waggoner, commented,
"The signing of the manufacturing agreement with Austrianova for
the cGMP-compliant encapsulation of the live cells that will be
used in our late-phase clinical trials in patients with advanced,
inoperable pancreatic cancer and for other newly planned clinical
trials represents an indispensable step as Nuvilex continues to
prepare for conducting these essential trials.  Austrianova is the
only company in the world with the 'in-house' knowledge to perform
the cellulose-based live-cell encapsulation process known as
'Cell-in-a-Box(R)'.  We are very pleased that Professor Dr. Walter
H. Gnzburg and Dr. Brian Salmons, who developed the Cell-in-a-
Box(R) technology, have agreed to work closely with us in our
endeavors."

                          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.

The Company's balance sheet at Oct. 31, 2013, showed $4.59 million
in total assets, $990,967 in total liabilities and $3.60 million
in total stockholders' equity.

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.


OCEANSIDE MILE: Gets Approval of Deal With First Citizens, Mayo
---------------------------------------------------------------
Oceanside Mile LLC received court approval for a deal, which
resolves its dispute with its two largest creditors First Citizens
Bank & Trust Co. and Mayo Group LLC.

Under the settlement, Oceanside is given until Oct. 31 to pay
First Citizens' claim in full.  The company is also allowed to
sell Seabonay Beach Resort, which is estimated to be worth $13
million, through a private sale or refinance of the hotel.

Both creditors also agreed that the company can use their cash
collateral during the sale period to pay ordinary expenses as well
as the fees and costs of its bankruptcy professionals.

If the company fails to pay the claim in full, an auction of the
hotel will be conducted with First Citizens making the initial
bid.

Oceanside's bankruptcy case will also be conditionally dismissed
upon approval of the settlement.  The dismissal will take effect
upon the filing of a declaration by the company, signed off by
both creditors confirming that the claim has been paid in full,
according to the terms of the settlement.

Upon the effective date of the dismissal or the satisfaction of
First Citizens' claim either through a payoff or its acquisition
of the hotel at the auction, the guarantors of the senior secured
loan extended by First Citizens will be released of all liability
to the bank.

A full-text copy of the agreement is available without charge at
http://is.gd/QAQUPL

First Citizens and Mayo Group assert a $6.15 million claim and a
$2 million claim against the company, respectively.  The bank's
claim is secured by the hotel and certain personal property.

First Citizens' senior secured loan became due by its terms in
October last year, and the bank has been unwilling to extend the
terms.  Oceanside wasn't able to close a sale or obtain a new loan
to pay its obligations to the bank because of a number of issues,
including the bankruptcy filing itself, according to court papers.

                       About Oceanside Mile

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

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

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

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


OLLIE HOLDINGS: Moody's Rates New $60MM 1st Lien Loan Add-On 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Ollie's
Holdings, Inc. proposed $60 million senior secured first lien term
loan add-on. At the same time Moody's affirmed all existing
ratings including the B2 Corporate Family Rating and B2-PD
Probability of Default Rating. The rating outlook remains stable.

The proposed $60 million senior secured term loan add-on will be
used to pay a dividend to existing shareholders. Ollie's is wholly
owned by CCMP Capital Advisors and management. The affirmation of
the B2 Corporate Family Rating acknowledges that Moody's believes
that the increase in Ollie's leverage to close to 6.25 times is
temporary and the leverage is expected to improve to closer to 6.0
times over the next twelve months. Ollie's has a consistent track
record of both sales and earnings growth which Moody's expect will
continue and will be the main driver of the improvement in Ollie's
credit metrics. Moody's does not anticipate any material repayment
in debt over the next twelve to eighteen months.

The following rating is assigned:

Proposed $60 million senior secured first lien term loan add-on at
B2 (LGD 4, 53%)

The following ratings are affirmed with LGD point estimate changes

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Senior secured first lien term loan B at B2 (LGD 4 to 53% from
56%)

RATINGS RATIONALE

Ollie's B2 Corporate Family Rating reflects the company's high
leverage with debt/EBITDA after the $60 million term loan add-on
(incorporating Moody's standard analytical adjustments for leases)
of around 6.0 times. The rating also reflects the company's
limited scale, with LTM sales of around $540 million, and its
narrow geographic focus, with 159 stores across 15 states
primarily in the eastern United States. The ratings take into
consideration the consistent organic revenue growth of the
company, primarily through new store openings, and consistent
double-digit EBITDA margins. The ratings also reflect our
expectations the company will maintain its good overall liquidity
profile, which will enable it to continue to invest in continued
store growth.

The stable outlook reflects Moody's expectations that Ollie's
financial leverage will temporarily increase due to its proposed
debt financed dividend but that operating earnings growth will
result in debt to EBITDA falling to around 6.0 times. It also
reflects that the company will maintain at least adequate
liquidity.

Ratings could be upgraded if the company were to continue to
profitably expand its store base over time while also seeing
improvement in credit metrics. Quantitatively, ratings could be
upgraded if the company demonstrated the ability and willingness
for debt/EBITDA to be sustained in the high four times range while
also maintaining a good overall liquidity profile.

Ratings could be downgraded, or the outlook revised to negative,
if the company were to see a reversal of positive trends in same-
store sales, or operating margins were to erode. This would most
likely occur if the company's continued store expansion resulted
in higher levels of cannibalization of sales at existing sources,
or if the company were to experience constraints sourcing
merchandise. Ratings could also be downgraded if the company's
good liquidity profile were to erode. Quantitatively, ratings
could be lowered if debt/EBITDA was sustained above 6.25 times or
interest coverage approached 1.5 times.

Headquartered in Harrisburg, PA, Ollie's Holdings, Inc.
("Ollie's") operates 159 stores across 15 states which offer brand
name closeout merchandise under the nameplate "Ollie's Bargain
Outlet". Sales are approximately $540 million. Ollie's is wholly
owned by CCMP Capital Advisors and its management.


OVERLAND STORAGE: Board OKs 1-for-5 Reverse Common Stock Split
--------------------------------------------------------------
The Board of Directors of Overland Storage, Inc., approved a one-
for-five (1-for-5) reverse stock split of the Common Stock.  Upon
the effectiveness of the reverse stock split, each of the
Company's shareholders will receive one (1) new share of Common
Stock for every five (5) shares that shareholder holds immediately
prior to the effective time of the reverse stock split.  The
reverse stock split will affect all of the Company's authorized
shares, including all outstanding shares of Common Stock as well
as the number of shares of Common Stock underlying stock options,
warrants and other exercisable or convertible instruments
outstanding at the effective time of the reverse stock split.  The
Company intends to consummate the reverse stock split as soon as
practicable, and it is anticipated that the reverse stock split
will become effective on or prior to April 20, 2014.

As previously disclosed, the Company held a special meeting of
Shareholders in San Jose, California, on Jan. 16, 2014, during
which the shareholders of the Company approved, among other
things, a proposal to authorize the Board of Directors of the
Company, in its discretion, to effect a reverse stock split of the
Company's common stock at a specific ratio, ranging from one-for-
two to one-for-ten, to be determined by the Board of Directors and
effected, if at all, within one year from the date of the Special
Meeting.

                      About Overland Storage

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

Overland Storage incurred a net loss of $19.64 million on $48.02
million of net revenue for the fiscal year ended June 30, 2013, as
compared with a net loss of $16.16 million on $59.63 million of
net revenue during the prior fiscal year.

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

As of Dec. 31, 2013, the Company had $31.62 million in total
assets, $34.93 million in total liabilities and a $3.30 million
total shareholders' deficit.


OXYSURE SYSTEMS: Director Don Reed Passed Away
----------------------------------------------
OxySure Systems, Inc., issued a statement announcing the passing
of one of its directors, Mr. Don Reed, who died peacefully at his
home in Argyle, Texas on March 5, 2014.

"This is obviously a great loss not only for our Company but for
our community," said Julian Ross, Chairman of the Board.  "Don was
a stellar business leader and a remarkable human being, and he
will be missed by many.  Our thoughts and prayers are with Don's
family during this time.  We extend our condolences and strongest
support to Don's wife and the rest of his family."

Because of Mr. Reed's unexpected death, the size of the Board of
Directors is temporarily reduced from four to three, until a
successor is appointed or elected.

                       About OxySure Systems

Frisco, Tex.-based OxySure Systems, Inc. (OTC QB: OXYS) is a
medical technology company that focuses on the design, manufacture
and distribution of specialty respiratory and emergency medical
solutions.  The company pioneered a safe and easy to use solution
to produce medically pure (USP) oxygen from inert powders.  The
Company owns nine (9) issued patents and patents pending on this
technology which makes the provision of emergency oxygen safer,
more accessible and easier to use than traditional oxygen
provision systems.

The Company's balance sheet at Sept. 30, 2013, showed $1.20
million in total assets, $1.51 million in total liabilities and a
$310,451 total stockholders' deficit.

                           Going Concern

"Our financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a
going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business.
While we have turned a profit during the three months ended
September 30, 2013, historically we have been suffering from
recurring loss from operations.  We have an accumulated deficit of
$14,703,693 and $14,258,667 at September 30, 2013 and December 31,
2012, respectively, and stockholders' deficits of $310,451 and
$652,125 as of September 30, 2013 and December 31, 2012,
respectively.  We require substantial additional funds to
manufacture and commercialize our products.  Our management is
actively seeking additional sources of equity and/or debt
financing; however, there is no assurance that any additional
funding will be available," the Company said its quarterly report
for the period ended Sept. 30, 2013.

"In view of the matters described above, recoverability of a major
portion of the recorded asset amounts shown in the accompanying
September 30, 2013 balance sheet is dependent upon continued
operations of the Company, which in turn is dependent upon the
Company's ability to meet its financing requirements on a
continuing basis, to maintain present financing, and to generate
cash from future operations.  These factors, among others, raise
substantial doubt about our ability to continue as a going
concern," the Company added.


PACIFIC STEEL: Section 341(a) Meeting Slated for April 21
---------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
of Pacific Steel Casting Company and Berkeley Properties LLC on
April 21, 2014, at 1:00 p.m., in the U.S. Federal Bldg., 1301 Clay
Street #680N, Oakland, California.

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

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

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Cal.Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  The Law Offices of Binder and
Malter, LLP, serves as the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims, noticing and balloting
agent.  The Debtors estimated assets and liabilities of at least
$10 million.

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.


PACIFIC STEEL: US Trustee Forms 7-Member Creditor's Committee
-------------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 17,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors in the Chapter 11 bankruptcy cases of Pacific
Steel Casting Company and Berkeley Properties LLC.

The members of the Committee are:

   1) Roberto Rodrigues
      Representative for Class Action Plaintiff
      Timothy Rumberger, Counsel
      2161 Shattuck Avenue, #233
      Berkeley, CA 94704

   2) Patricia Eckman, CFO
      Eckman Industries
      P.O. Box 1188
      Genoa, NV 89411

   3) Terry Caughell, President
      Pyro Minerals Inc.
      2510 Wood Street
      Oakland, CA 94607

   4) Jennifer Arndt, CFO
      S.L. Fusco, Inc.
      P.O. Box 5924
      Compton, CA 90224

   5) Milton C. Burleson, CEO
      Monterey Mechanical Co.
      8275 San Leandro Street
      Oakland, CA 94621

   6) David Garvey, VP Finance
      Porter Warner Industries, LLC
      P.O. Box 2159
      Chattanooga, TN 37409

   7) Dawn White, CEO
      Professional Finishing, Inc.
      770 Market Avenue
      Richmond, CA 94801

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Cal.Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  The Law Offices of Binder and
Malter, LLP, serves as the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims, noticing and balloting
agent.  The Debtors estimated assets and liabilities of at least
$10 million.

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.


PACIFIC STEEL: U.S. Trustee Opposes Employment of Burr Pilger
-------------------------------------------------------------
The U.S. trustee overseeing the bankruptcy case of Pacific Steel
Casting Co. is opposing the company's bid to appoint Burr Pilger
Mayer as its financial consultant.

Tracy Hope Davis, the official charged with regulating bankruptcy
cases in the New York region, questioned a provision of the
company's agreement with Burr Pilger indicating that fees will be
paid on a monthly basis.

The U.S. trustee said the provision "should be stricken or waived"
since it violates the Bankruptcy Code.  Ms. Davis also questioned
an arbitration clause contained in the employment agreement,
saying it usurps the bankruptcy court's authority over the
agreement.

Pacific Steel on March 25 filed an application to hire Burr
Pilger, an accounting firm, as its financial consultant.  The firm
will, among other things, help Pacific Steel prepare and review
reporting requirements under the Bankruptcy Code, and prepare a
plan of reorganization for the company.

                        About Pacific Steel

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D. Cal.
Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  The Law Offices of Binder and
Malter, LLP, serves as the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims, noticing and balloting
agent.  The Debtors estimated assets and liabilities of at least
$10 million.

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.


PACIFIC STEEL: Judge Vacates Previous Ruling on Tax Payment
-----------------------------------------------------------
U.S. Bankruptcy Judge Roger Efremsky granted the application of
Pacific Steel Casting Co. to vacate his earlier order, which
authorized the company to pay its taxes.

Pacific Steel wanted the March 11 order replaced with another
order that would allow the company to collect, pay, and report its
taxes in the ordinary course of its business.

The March 11 order contains several provisions that do not apply
to Pacific Steel's business and would require modifying the cash
management system that the company has in place with its current
bank Wells Fargo Bank N.A., according to the company's lawyer,
Wendy W. Smith, Esq., at Binder & Malter LLP, in Santa Clara,
California.

                        About Pacific Steel

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D. Cal.
Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  The Law Offices of Binder and
Malter, LLP, serves as the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims, noticing and balloting
agent.  The Debtors estimated assets and liabilities of at least
$10 million.

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.


PANACHE BEVERAGE: Inks Omnibus Modification Agreement with Lender
-----------------------------------------------------------------
Panache Beverage, Inc., on March 31, 2014, entered into an Omnibus
Modification, Note Extension and Ratification Agreement with
Consilium Corporate Recovery Master Fund, Ltd.  The Company, its
affiliates and subsidiaries had entered into previous loan
transactions with the Lender, dated Dec. 21, 2012, and May 9,
2013, respectively, under which the Company and its affiliates
borrowed an aggregate of $7,500,000, secured by certain assets and
common stock.  Pursuant to the Omnibus Agreement, the Company, its
affiliates and subsidiaries reconfirmed the facts with respect to
the Previous Loans, reconfirmed that the obligations under the
Previous Loans are in full force and effect and extended the
maturity dates of the Previous Loans to May 9, 2017.  The Company
paid the Lender an extension fee of $15,250.

Under the Previous Loans, Panache Distillery, LLC, a subsidiary of
the Company, granted the Lender a security interest in the real
and personal property constituting the distillery purchased by
Panache Distillery, LLC, in August 2013.  In connection with the
Omnibus Agreement, Panache Distillery, LLC, entered into an
Amended and Restated Mortgage and Security Agreement, replacing
the earlier grant of a security interest in the Distillery
Property.  Lender has agreed not to record its security interest
in the Distillery Property but reserves the right to do so in the
event that there is an uncured default under the Previous Loans or
in the event it deems itself insecure.

Also on March 31, 2014, the Company entered into an Omnibus
Modification, Note Extension and Ratification Agreement with the
Lender in connection with a previous loan transaction between the
Company's Wodka LLC and Panache LLC subsidiaries and Lender, dated
Feb. 14, 2013, under which Wodka borrowed an aggregate of
$1,400,000, secured by certain assets.  Pursuant to the Wodka
Omnibus Agreement, Wodka LLC and Panache LLC reconfirmed the facts
with respect to the Previous Wodka Loan, reconfirmed that the
obligations under the Previous Wodka Loan are in full force and
effect and extended the maturity dates of the Previous Wodka Loan
to May 9, 2017.  The Company paid the Lender an extension fee of
$3,750.

                      About Panache Beverage

New York-based Panache Beverage, Inc., specializes in the
strategic development and aggressive early growth of spirits
brands establishing its assets as viable and attractive
acquisition candidates for the major global spirits companies.
Panache builds its brands as individual acquisition candidates
while continuing to develop its pipeline of new brands into the
Panache portfolio.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its audit of the Company's financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has negative working capital, and
has incurred losses from operations.

The Company's balance sheet at Sept. 30, 2013, showed $9.24
million in total assets, $14.67 million in total liabilities and a
$5.42 million total deficit.


PATIENT SAFETY: Shareholders Approve Merger With Stryker
--------------------------------------------------------
Patient Safety Technologies, Inc., announced that the Company's
stockholders voted at a special meeting of stockholders approved
the adoption of the Agreement and Plan of Merger providing for the
merger of the Company with and into a wholly owned subsidiary of
Stryker Corporation.  Based on a tabulation of the stockholder
vote, approximately 99 percent of all votes cast, which represents
approximately 80 percent of all outstanding shares on Feb. 24,
2014, the record date for the special meeting, were voted in favor
of the merger.  The Company's stockholders also approved the
proposal to approve, on an advisory (non-binding) basis, specified
compensation payable to the Company's named executive
officers in connection with the merger.

Under the terms of the Merger Agreement, at the closing of the
merger the Company's stockholders will receive: (i) $2.22 in cash
per share of common stock of the Company, (ii) $100.00 in cash per
share of Series A Convertible Preferred Stock of the Company and
(iii) $296.00 in cash per share of Series B Convertible Preferred
Stock of the Company.  The parties anticipate that the transaction
will close on March 24, 2014.

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

The Company's balance sheet at Sept. 30, 2013, showed $18.71
million in total assets, $5.56 million in total liabilities and
$13.15 million in stockholders' equity.

Patient Safety incurred a net loss applicable to common
shareholders of $1.91 million for the nine months ended Sept. 30,
2013.  The Company incurred a net loss of $2.20 million in 2012
following a net loss of $1.89 million in 2011.


PBJT935927 2008: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: PBJT935927 2008 Investments LLC
        3700 Wilshire Bl Ste 520
        Attn J Mortenson
        Los Angeles, CA 90010

Case No.: 14-15791

Chapter 11 Petition Date: March 27, 2014

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Hon. Julia W. Brand

Debtor's Counsel: David G Epstein, Esq.
                  THE DAVID EPSTEIN LAW FIRM
                  POB 4858
                  Laguna Beach, CA 92652-4858
                  Tel: 949-715-1500
                  Fax: 949-715-2570
                  Email: david@epsteinlitigation.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by John D. Thomas, manager.

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


PRINCE PLAZA: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Prince Plaza, LLC
        1855 West Manchester Avenue
        Los Angeles, CA 90047

Case No.: 14-16411

Chapter 11 Petition Date: April 3, 2014

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Sandra R. Klein

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: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Shahbano Ladak, president.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb14-16411.pdf


QUALITY MEAT PACKERS: Seek Creditor Protection in Canada
--------------------------------------------------------
Eric Atkins, writing for The Globe and Mail, reported that soaring
hog prices have pushed a Toronto pork packer to file for court
protection from creditors.

According to the report, Quality Meat Packers and Toronto
Abattoirs Ltd., which employ 750 people at a downtown Toronto
abattoir, say they will continue their operations and seek
restructuring alternatives under the Bankruptcy and Insolvency
Act.

Hog prices have soared by about 35 per cent in the past year as a
piglet-killing virus has reduced the size of the U.S. herd by more
than 3 per cent, the report related.  Porcine epidemic diarrhea,
or PED, has crossed the border and been found in dozens of
Canadian farms and handling facilities. The virus does not affect
human health or food safety, but limits the number of pigs going
to market. This means processors are forced to pay more for the
animals ahead of the summer barbeque season.

"It's the big volatility in pork prices, hog prices that the
market's experiencing right now. That's been the management
challenge," the report cited Jim Gracie, marketing vice-president
of Quality Meat, in an interview.

Quality Meat has been in business since 1931 and produces fresh
pork for domestic and international markets, the report further
related.  The Tecumseth Street plant is one of the province's
oldest and most inefficient hog processors, a source said. Like
other pork makers, it is unable to pass on high costs to
consumers, who can easily choose chicken or other protein to keep
their grocery bills down.


QUICKSILVER RESOURCES: Amends Fortune Creek Contribution Pact
-------------------------------------------------------------
Quicksilver Resources Inc., Quicksilver Resources Canada Inc., a
wholly-owned subsidiary of the Company, Makarios Midstream Inc., a
wholly-owned subsidiary of the Company, Fortune Creek Gathering
and Processing Partnership and 0927530 B.C. Unlimited Liability
Company, an affiliate of Kohlberg Kravis Roberts & Co. L.P.,
entered into a First Amending Agreement, dated as of March 13,
2014, which amends certain provisions of:

   (i) the Contribution Agreement made as of Dec. 23, 2011,
       between QRCI, Fortune Creek and Newco;

  (ii) the Partnership Agreement for Fortune Creek made as of
       Dec. 23, 2011, between MMI, a successor to QRCI, and Newco;

(iii) the Gathering Agreement made as of Dec. 23, 2011, between
       Fortune Creek and QRCI; and

  (iv) the Gas Processing Agreement made as of Dec. 23, 2011,
       between Fortune Creek and QRCI.

The Agreement, among other things, extends the ending date of
QRCI's remaining required capital spending under the Contribution
Agreement to the earlier of June 30, 2016, or 12 months following
consummation of a material transaction involving the Company's
assets in the Horn River basin of northeast British Columbia and
broadens allowable spending by QRCI to include acquisitions of
producing properties that utilize Fortune Creek assets.

As part of the Agreement, MMI contributed C$28 million to Fortune
Creek which was subsequently distributed to Newco and was applied
against QRCI's requirements under the Gathering Agreement
resulting in reduced gathering fees paid by QRCI prospectively.
Additionally, as a result of the Agreement, Newco is no longer
required to fund the capital necessary for construction of a
proposed gas treatment facility, but at its option, Newco may
provide funding for any facility to be constructed by Fortune
Creek, including the proposed gas treatment facility.

                         About Quicksilver

Quicksilver Resources Inc. is an exploration and production
company engaged in the development and production of long-lived
natural gas and oil properties onshore North America.  Based in
Fort Worth, Texas, the company is widely recognized as a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999 and is listed on the New York Stock Exchange under the
ticker symbol KWK.  The company has U.S. offices in Fort Worth,
Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig,
Colorado and Cut Bank, Montana.  The Company's Canadian
subsidiary, Quicksilver Resources Canada Inc., is headquartered in
Calgary, Alberta.

As of Sept. 30, 2013, the Company had $1.33 billion in total
assets, $2.29 billion in total liabilities and a $964.51 million
total stockholders' deficit.

                           *     *     *

As reported by the TCR on June 17, 2013, Moody's Investors Service
downgraded Quicksilver Resources Inc.'s Corporate Family Rating to
Caa1 from B3.  "This rating action is reflective of Quicksilver's
revised recapitalization plan," stated Michael Somogyi, Moody's
Vice President and Senior Analyst.  "Quicksilver's inability to
complete its recapitalization plan as proposed elevates near-term
refinancing risk given its weak operating profile and raises
concerns over the sustainability of the company's capital
structure."

In the June 27, 2013, edition of the TCR, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
Fort Worth, Texas-based Quicksilver Resources Inc. to 'CCC+' from
'B-'.  "We lowered our corporate credit rating on Quicksilver
Resources because we do not believe the company will be able to
remedy its unsustainable leverage," said Standard & Poor's credit
analyst Carin Dehne-Kiley.


REDSTONE INVESTMENT: Obtains CCAA Protection in Ontario
-------------------------------------------------------
Redstone Investment Corporation and Redstone Capital Corporation
on March 28, 2014, obtained protection under the Companies'
Creditors Arrangement Act pursuant to an Initial Order issued by
the Ontario Superior Court of Justice (Commercial List).

Grant Thornton Limited was appointed as Redstone's monitor.

Information may be obtained from:

     Grant Thornton
     Tel: 1-866-481-9215
     E-mail: redstone@granthornton.ca


REGIONALCARE HOSPITAL: Moody's Rates New 1st Lien Debt 'B2'
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of RegionalCare
Hospital Partners, Inc., including the Caa1 Corporate Family
Rating and Caa1-PD Probability of Default Rating. Concurrently,
Moody's assigned a B2 (LGD 2, 25%) rating to RegionalCare's
proposed senior secured first lien credit facilities, consisting
of an $85 million revolving credit facility and a $250 million
term loan. Moody's also assigned a Caa2 (LGD 5, 78%) rating to
RegionalCare's proposed senior secured second lien term loan. The
rating outlook is stable. Moody's understands that the proceeds of
the new credit facilities will be used to refinance the company's
existing bank debt. Therefore, ratings on the existing credit
facilities will be withdrawn at the close of the transaction.

The affirmation of the Caa1 Corporate Family Rating reflects
RegionalCare's very high leverage and Moody's expectation of
limited available free cash flow to repay debt. Therefore,
improvements in credit metrics will largely depend on the
company's ability to grow EBITDA through operational improvements
at a number of the company's facilities. However, Moody's
acknowledges that the proposed refinancing transaction will
improve RegionalCare's liquidity by restoring availability under
the company's revolver and removing financial covenant
requirements.

Following is a summary of Moody's rating actions.

Ratings assigned:

$85 million senior secured revolver expiring 2018 at B2 (LGD 2,
25%)

$250 million senior secured first lien term loan due 2019 at B2
(LGD 2, 25%)

$240 million senior secured second lien term loan due 2019 at Caa2
(LGD 5, 78%)

Ratings affirmed:

Corporate Family Rating at Caa1

Probability of Default Rating at Caa1-PD

Senior secured revolving credit facility expiring 2016 at B3 (LGD
3, 39%)

Senior secured term loans due 2018 at B3 (LGD 3, 39%)

RATINGS RATIONALE

RegionalCare's Caa1 Corporate Family Rating reflects Moody's
expectation that the company will continue to operate with very
high financial leverage, modest free cash flow and weak interest
coverage. While Moody's believes that RegionalCare will continue
to improve operations at its existing facilities, the company will
likely have to pursue acquisitions to increase scale. RegionalCare
remains relatively small compared to many other corporate issuers
and to other rated for-profit hospital operators. The rating,
therefore, reflects Moody's consideration of risks associated with
the lack of scale, including the fact that underperformance at
only a few facilities can have a detrimental effect on the
company's overall operating results and credit metrics.

The stable rating outlook reflects Moody's expectation that the
company will see modest improvements at its facilities as it
implements initiatives to address operational issues at
underperforming facilities and improve results at newly acquired
hospitals. Moody's expects leverage to remain high and interest
coverage and cash flow metrics to be modest.

Moody's could upgrade the rating if it expects improvements in the
operations of the RegionalCare's facilities and cost savings at
the corporate level to result in sustained lease adjusted leverage
below 6.0 times. Additionally, Moody's would have to see evidence
of margin improvement as operational improvements are implemented.

If improvements in operating results fail to materialize, either
because of operational issues in specific markets, challenges in
the broader healthcare sector, including the weak volume trends
and slower growth in Medicare reimbursement rates, Moody's could
downgrade the rating. Moody's could also downgrade the rating if
leverage increases for a large acquisition or shareholder
initiative. Finally, the rating could be downgraded if the
company's liquidity position weakens or if Moody's expects free
cash flow to be negative for a sustained period.

RegionalCare operates eight regional medical centers in seven
states and recognized revenue, after the provision for doubtful
accounts, of approximately $592 million for the year ended
December 31, 2013.


REGIONALCARE HOSPITAL: S&P Affirms 'B' CCR & Revises Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Brentwood, Tenn.-based RegionalCare Hospital
Partners and revised the rating outlook to negative from stable.

At the same time, S&P assigned its 'B+' credit rating to
RegionalCare's $85 million revolving credit agreement and $250
million first-lien term loan.  S&P's recovery rating on this debt
is '2', indicating its expectation for substantial (70% to 90%)
recovery of principal in the event of payment default.  S&P
assigned its 'CCC+' credit rating to RegionalCare's $240 million
second-lien term loan.  S&P's recovery rating on this debt is '6',
indicating its expectation for negligible (0%-10%) recovery of
principal in the event of payment default.

"The ratings on RegionalCare reflect Standard & Poor's Ratings
Services' view of the company's business risk profile as
"vulnerable", primarily reflecting its small, concentrated
hospital portfolio and weak profitability relative to many peer
hospital companies," said credit analyst David Peknay.  "The
ratings also reflect the company's "highly leveraged" financial
risk profile, with leverage, including preferred debt, expected to
remain above 9x for the next two years.  Because the company has
solid long-term growth prospects and we expect EBITDA expansion
over the short term, we consider credit quality to be more
consistent with mid-single 'B'-rated peers, and utilize a one-
notch positive rating adjustment for the comparative rating
analysis modifier."

S&P's negative rating outlook on RegionalCare reflects its view
that there is some execution risk to the company achieving its
base-case scenario, in light of challenging industry conditions
and disappointing 2013 results.

Downside scenario

A lower rating is possible if RegionalCare does not achieve
results close to S&P's base-case scenario, including a nearly 300?
basis-point (bp) improvement in EBITDA margin.  S&P believes that
if the company falls short of this expectation, cash flow may be
insufficient to meet operating and capital needs, and this
deficiency might not be temporary.  If the company fails to
achieve the forecasted margin improvement, S&P might view the
company's intermediate-term business prospects less favorably
relative to peers, resulting in a lower rating.  S&P believes
factors that might lead to such an outcome could include
underachievement on its cost reduction plan, unmet patient volume
expectations from its recent successes in physician recruiting,
and any unanticipated adverse reimbursement or competitive
developments.

Upside scenario

S&P will revise the outlook to stable from negative if the company
is on track to achieve results near its base-case scenario and is
able to generate free cash flow in a sustainable manner.  In order
to achieve our base-case, S&P believes the company needs to
benefit from better patient volume because of recently recruited
physicians, anticipated reductions in infrastructure costs, and
elimination of one-time costs incurred in 2013.


RIH ACQUISITION: Court Approves Kurtzman Carson as Claims Agent
---------------------------------------------------------------
The Hon. Gloria M. Burns of the U.S. Bankruptcy Court for the
District of New Jersey authorized RIH Acquisitions NJ LLC and its
debtor-affiliates to employ Kurtzman Carson Consultants LLC as
their noticing and claims agent.

As reported in the Troubled Company Reporter on March 13, 2014,
the firm will:

   a) assist the Debtors in analyzing claims filed against their
      estates;

   b) tabulate votes and performing subscription services as may
      be requested or required in connection with any and all
      Chapter 11 plans that may be filed by the Debtors and
      provide ballot reports and related balloting and tabulation
      services to the Debtors and their professionals;

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

   d) manage any distributions pursuant to a confirmed plan prior
      to the effective date of such plan;

   e) provide (i) computer software support and training in the
      use of support software, (ii) KCC's standard reports as
      well as consulting and programming support for the Company
      requested reports, (iii) program modifications, (iv) data
      base modifications, and (v) other features and services in
      accordance with the fees outlined in a pricing schedule
      provided to the Company; and

   f) perform such other administrative services as may be
      requested by the Debtors that are not otherwise allowed
      under the Section 156(c) Retention Order.

The Debtors told the Court that they agree to pay the firm for
its services, expenses, and supplies at the rates or prices set
by the firm.  The Debtors note that the firm's prices are
generally adjusted periodically to reflect changes in the business
and economic environment.  The Debtors add the firm reserves the
right to reasonably increase its prices, charges and rates
annually.  If the prices increases exceed 10%, the firm will give
30 days' written notice, the Debtors say.

Evan Gershbein, Senior Vice President of Corporate Restructuring
Services at Kurtzman Carson Consultants LLC, assured the Court
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

                       About RIH Acquisitions

RIH Acquisitions NJ LLC, doing business as the Atlantic Club
Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-34483) on Nov. 6, 2013, in
Camden, New Jersey, to sell the property in the near term.

The Debtors are represented by Michael D. Sirota, Esq., and Warren
A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Duane Morris, LLP, serves as
the Debtors' special gaming regulatory counsel.

Imperial Capital, LLC, serves as financial advisor and investment
banker to the Debtors, while Mercer (US) Inc. serves as
compensation consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims and noticing agent.

Northlight Financial LLC, as DIP Lender, is represented by Harlan
W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio;
Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP, in Roseland, New Jersey.

Financing for the Chapter 11 reorganization is being provided by
Northlight Financial LLC.

An official committee of unsecured creditors appointed in the case
is represented by Morton R. Branzburg, Esq., Carol Ann Slocum,
Esq., and Richard M. Beck, Esq., at Klehr Harrison Harvey
Branzburg LLP.  The Committee hired PricewaterhouseCoopers, LLC,
as financial advisor.

RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and
$16,813,022 in total liabilities.

On Dec. 23, 2013, Judge Gloria M. Burns approved the sale of
Atlantic Club Casino Hotel's casino property and fixtures to
Caesars Entertainment Corp. for $15 million; and the slot machines
and other gambling equipment to Tropicana Entertainment Inc. for
$8.4 million.  The closing of the Caesars deal occurred Feb. 3,
2014.  Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Caesars won't operate the property as a casino.  The
buyer said it is "evaluating options for the use of the assets."


ROE ENTERTAINMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Roe Entertainment, Inc.
           dba Hurricane Lanes
        34876 Emerald Coast Parkway
        Destin, FL 32541

Case No.: 14-30330

Chapter 11 Petition Date: March 28, 2014

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Judge: Hon. William S. Shulman

Debtor's Counsel: Brian G. Rich, Esq.
                  BERGER SINGERMAN LLP
                  125 S. Gadsden Street, Suite 300
                  Tallahassee, FL 32301
                  Tel: (850) 561-3010
                  Fax: (850) 561-3013
                  Email: brich@bergersingerman.com

Total Assets: $752,923

Total Liabilities: $3.39 million

The petition was signed by Debora L. Link, vice president.

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


ROGER WILLIAMS: S&P Lowers Rating on $11.4MM Revenue Bonds to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Rhode
Island Health & Educational Building Corp.'s remaining $11.4
million series 1998 revenue bonds, issued for Roger Williams
General Hospital to 'B+' from 'BB-'.  At the same time, S&P placed
the rating on CreditWatch with negative implications.

"The downgrade reflects a downturn in Roger William's financial
performance in fiscal 2013 and a sharp drop in utilization that we
think could be difficult to recover given industry trends," said
Standard & Poor's credit analyst Jennifer Soule.

The 'B+' rating on Roger Williams reflects S&P's view of its
enterprise and financial profiles, which S&P deems consistent with
the new rating level, highlighted by thin operating performance,
as well as adequate but declining coverage of maximum annual debt
service.  Unrestricted cash reserves are weak at only 33 days'
cash on hand, but given Roger Williams' very light debt burden,
S&P thinks unrestricted restricted reserves to debt is sound at
just over 100%.  S&P expects Roger Williams will stabilize its
earnings in fiscal 2014, despite a first quarter that is very
weak, and another operating loss is a distinct possibility.

The CreditWatch negative reflects S&P's view that it could lower
its rating on Roger Williams within 90 days of this release,
pending more information that will allow S&P to apply its group
rating methodology.  S&P do not believe a higher rating is likely
for Roger Williams within the outlook period given its current
operating challenges.

Roger Williams is a subsidiary of CharterCARE, a larger health
system that includes another subsidiary hospital, St. Joseph
Health Services, along with several other small affiliates.  Roger
Williams Medical Center operates a 220-licensed-bed acute-care
hospital in Providence.  Its bonds are collateralized by a first
mortgage on the medical center's real estate and certain tangible
personal property.


SBARRO LLC: Hearing Today on Kirkland & Ellis Employment
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing today, April 7, 2014, at 2:00 p.m., to
consider Sbarro LLC, et al.'s request to employ Kirkland & Ellis
LLP as counsel.

Nicole L. Greenblatt, a partner at K&E, tells the Court that
pursuant to an engagement letter between the Debtors and K&E,
dated as of Dec. 30, 2013, the hourly rates of K&E's personnel
are:

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

These professionals expected to have primary responsibility for
providing services to the Debtors and their hourly rates are:

         Nicole L. Greenblatt                 $895
         David S. Meyer                       $775

In addition, as necessary, other K&E professionals and
paraprofessionals will provide services to the Debtors.

Ms. Greenblatt adds that on Jan. 24, 2014, the Debtors paid
$350,000 to K&E as a classic retainer and the Debtors subsequently
made an additional classic retainer payment to K&E of $400,000 on
March 7.

Ms. Greenblatt assures the Court that K&E is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

         James H.M. Sprayregen, P.C.
         KIRKLAND & ELLIS LLP
         601 Lexington Avenue
         New York, NY 10022-4611
         Tel: (212) 446-4800
         Fax: (212) 446-4900

                          About Sbarro

Pizza chain Sbarro sought Chapter 11 bankruptcy protection
together with several affiliated entities (Sbarro LLC, Bankr.
S.D.N.Y. Lead Case No. 14-10557) on March 10, 2014, in Manhattan.
Bankruptcy Judge Martin Glenn presides over the Debtors' cases.

The bankruptcy filing came after Sbarro said in February it would
155 of the 400 restaurants it owns in North America.

Nicole Greenblatt, Esq., James H.M. Sprayregen, Esq., Edward O.
Sassower, Esq., and David S. Meyer, Esq., at Kirkland & Ellis,
LLP, represent Sbarro.  Mark Hootnick, Brian Bacal, Gregory Doyle,
and Roger Wood at Moelis & Company, serve as Sbarro's investment
bankers.  Loughlin Management serves as the financial advisors.
Prime Clerk LLC serves as claims and noticing agent, and
administrative advisor.

Melville, N.Y.- based Sbarro LLC listed $175.4 million in total
assets and $165.2 million in total liabilities.  The petitions
were signed by Stuart M. Steinberg, authorized individual.

This is Sbarro's second bankruptcy filing in three years.  The
corporate entity was then known as Sbarro Inc., which, together
with several affiliates, filed Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 11-11527) on April 4, 2011, in Manhattan.
Sbarro Inc. disclosed $51,537,899 in assets and $460,975,646 in
liabilities in the 2011 petition.

Bankruptcy Judge Shelley C. Chapman presided over the 2011 case.
In the 2011 case, Edward Sassower, Esq., and Nicole Greenblatt,
Esq., at Kirkland & Ellis, LLP, served as the Debtors' general
bankruptcy counsel; Rothschild, Inc., as investment banker and
financial advisor; PriceWaterhouseCoopers LLP as bankruptcy
consultants; Marotta Gund Budd & Dzera, LLC, as special financial
advisor; Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts
counsel; Epiq Bankruptcy Solutions, LLC, as claims agent; and Sard
Verbinnen & Co as communications advisor.

Sbarro Inc. emerged from Chapter 11 protection seven months later,
in November 2011, after Judge Chapman confirmed a Plan of
Reorganization that handed ownership of the company to the pre-
bankruptcy first lien lenders.  Under the terms of the Plan,
Sbarro reduced debt by approximately 73%, or $295 million (from
approximately $405 million to $110 million, plus any amounts
funded under a new money term loan facility), by:

-- converting 100 percent of the outstanding amount of the $35
   million post-petition debtor-in-possession financing into an
   equal amount of a newly issued $110 million senior secured exit
   term loan facility;

-- converting approximately $173 million in prepetition senior
   secured debt held by the Company's prepetition first lien
   lenders into the remaining exit term loan facility and 100
   percent of the common equity of the reorganized company
   (subject to dilution by shares issued under a management equity
   plan); and

-- eliminating all other outstanding debt.

In January 2014, Standard & Poor's Ratings Services lowered
Sbarro's corporate credit rating further into junk category -- to
'CCC-' from 'CCC+' -- with negative outlook; and The Wall Street
Journal reported pizza chain enlisted restructuring lawyers at
Kirkland & Ellis LLP and bankers at Moelis & Co.

On March 5, 2014, the Debtors commenced solicitation of the
Proposed Joint Prepackaged Chapter 11 Plan of Reorganization.  The
Plan received near unanimous support from the Debtors' prepetition
secured lenders, with Holders of approximately 98% of the
outstanding Prepetition Secured Lender Claims in dollar amount
voting to accept the Plan.  A hearing to consider confirmation of
the Plan is scheduled for April 25, 2014.


SBARRO LLC: Taps Loughlin Management as Financial Advisor
---------------------------------------------------------
Sbarro LLC, et al., ask the U.S. Bankruptcy Court for the Southern
District of New York for permission to employ Loughlin Management
Partners + Company as financial advisor nunc pro tunc to the
Petition Date.

The Court will convene a hearing today, April 7, 2014, at 2:00
p.m., to consider approval of the employment.

According to the Debtors, since January 2014, Loughlin has
provided these services, among others, in connection with the
Debtors' restructuring efforts:

   a) assisted the Debtors with maintenance of 13-week cash
      flows;

   b) developed materials for, and participated in, numerous
      meetings of the Debtors' board of directors; and

   c) assisted the Debtors and their other professionals in the
      development of materials for, and participated in,
      numerous meetings with key creditor constituents.

Loughlin, subject to Court approval, will provide these services:

   1) provide assistance to the Debtors in preparing for a
      chapter 11 filing;

   2) prepare a debtor-in-possession financing budget; and

   3) assist the Debtors with preparation of first day motions,
      statements of financial affairs and schedules.

Loughlin's fee and expense structure:

   a) a $125,000 fee per month for each month prior to the
      Company's filing for chapter 11, and $75,000 per month
      thereafter; and

   b) reimbursement of out-of-pocket expenses.

The Debtors do not owe Loughlin any fees for services performed or
expenses incurred under the engagement letter prior to the
Petition Date.  According to the books and records of Loughlin,
during the 90 days before the commencement of the chapter 11
cases, Loughlin received approximately $421,730 for professional
services performed and expenses incurred prior to the Petition
Date.  Loughlin has informed the Debtors that it does not hold a
prepetition claim against the Debtors for services rendered
prepetition.

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

                          About Sbarro

Pizza chain Sbarro sought Chapter 11 bankruptcy protection
together with several affiliated entities (Sbarro LLC, Bankr.
S.D.N.Y. Lead Case No. 14-10557) on March 10, 2014, in Manhattan.
Bankruptcy Judge Martin Glenn presides over the Debtors' cases.

The bankruptcy filing came after Sbarro said in February it would
155 of the 400 restaurants it owns in North America.

Nicole Greenblatt, Esq., James H.M. Sprayregen, Esq., Edward O.
Sassower, Esq., and David S. Meyer, Esq., at Kirkland & Ellis,
LLP, represent Sbarro.  Mark Hootnick, Brian Bacal, Gregory Doyle,
and Roger Wood at Moelis & Company, serve as Sbarro's investment
bankers.  Loughlin Management serves as the financial advisors.
Prime Clerk LLC serves as claims and noticing agent, and
administrative advisor.

Melville, N.Y.- based Sbarro LLC listed $175.4 million in total
assets and $165.2 million in total liabilities.  The petitions
were signed by Stuart M. Steinberg, authorized individual.

This is Sbarro's second bankruptcy filing in three years.  The
corporate entity was then known as Sbarro Inc., which, together
with several affiliates, filed Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 11-11527) on April 4, 2011, in Manhattan.
Sbarro Inc. disclosed $51,537,899 in assets and $460,975,646 in
liabilities in the 2011 petition.

Bankruptcy Judge Shelley C. Chapman presided over the 2011 case.
In the 2011 case, Edward Sassower, Esq., and Nicole Greenblatt,
Esq., at Kirkland & Ellis, LLP, served as the Debtors' general
bankruptcy counsel; Rothschild, Inc., as investment banker and
financial advisor; PriceWaterhouseCoopers LLP as bankruptcy
consultants; Marotta Gund Budd & Dzera, LLC, as special financial
advisor; Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts
counsel; Epiq Bankruptcy Solutions, LLC, as claims agent; and Sard
Verbinnen & Co as communications advisor.

Sbarro Inc. emerged from Chapter 11 protection seven months later,
in November 2011, after Judge Chapman confirmed a Plan of
Reorganization that handed ownership of the company to the pre-
bankruptcy first lien lenders.  Under the terms of the Plan,
Sbarro reduced debt by approximately 73 percent, or $295 million
(from approximately $405 million to $110 million, plus any amounts
funded under a new money term loan facility), by:

-- converting 100 percent of the outstanding amount of the $35
   million post-petition debtor-in-possession financing into an
   equal amount of a newly issued $110 million senior secured exit
   term loan facility;

-- converting approximately $173 million in prepetition senior
   secured debt held by the Company's prepetition first lien
   lenders into the remaining exit term loan facility and 100
   percent of the common equity of the reorganized company
   (subject to dilution by shares issued under a management equity
   plan); and

-- eliminating all other outstanding debt.

In January 2014, Standard & Poor's Ratings Services lowered
Sbarro's corporate credit rating further into junk category -- to
'CCC-' from 'CCC+' -- with negative outlook; and The Wall Street
Journal reported pizza chain enlisted restructuring lawyers at
Kirkland & Ellis LLP and bankers at Moelis & Co.

On March 5, 2014, the Debtors commenced solicitation of the
Proposed Joint Prepackaged Chapter 11 Plan of Reorganization.  The
Plan received near unanimous support from the Debtors' prepetition
secured lenders, with Holders of approximately 98 percent of the
outstanding Prepetition Secured Lender Claims in dollar amount
voting to accept the Plan.  A hearing to consider confirmation of
the Plan is scheduled for April 25, 2014.


SBARRO LLC: Wants to Hire Moelis & Company as Investment Banker
---------------------------------------------------------------
Sbarro LLC, et al., ask the U.S. Bankruptcy Court for the Southern
District of New York for permission to employ Moelis & Company LLC
as investment banker.

The Court will convene a hearing today, April 7, 2014, at 2:00
p.m., to consider the request.

Adam B. Keil, a managing director at Moelis which has its
principal office at 399 Park Avenue, 5th Floor, New York City,
tells the Court that in accordance with the terms and conditions
in the engagement letter between Moelis and the Debtors dated
Jan. 9, 2014, Moelis will:

   a) assist the Debtors in negotiating a Restructuring and
      DIP Financing;

   b) advise the Debtors on the terms of any potential DIP
      Financing; and

   c) advise the Debtors on their preparation of information
      memorandum describing the Debtors.

The fee structure of Moelis includes, among other things:

   a) during the term of the agreement, a fee of $125,000 per
      month, payable in advance of each month;

   b) at the initial closing of a DIP Financing, a nonrefundable
      cash fee of:

      (1) 1.0 percent of the aggregate gross amount of the DIP
          Financing from providers other than current lenders,
          as of the date of the Engagement Letter, under the
          Debtors' Loan Facilities.

      (2) 0.5 percent of the aggregate gross amount of the DIP
          Financing provided by the current lenders, with 100
          percent of this DIP Financing Fee to be credited against
          any Restructuring Fee.

   c) at the closing of a restructuring, a fee of $1,500,000.

According to books and records of the Debtors, during the 90-day
period before Petition Date, Moelis received $414,135 from the
Debtors for compensation and reimbursement of expenses.  As of the
Petition Date, the Debtors do not owe Moelis any fees for services
performed or expenses incurred under the Engagement Letter in
excess of $20,000, which Moelis is holding on account for
prepetition expenses incurred in connection with the engagement
letter.

By separate applications, the Debtors sought to employ, among
other professionals, Loughlin Management Partners and Company as
financial advisor, and A&G Realty Partners LLC, as real estate
consultant and advisor.  The Debtors believe the services Moelis
will provide will be complementary rather than duplicative of the
services to be performed by Loughlin and A&G Realty Partners.

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

                          About Sbarro

Pizza chain Sbarro sought Chapter 11 bankruptcy protection
together with several affiliated entities (Sbarro LLC, Bankr.
S.D.N.Y. Lead Case No. 14-10557) on March 10, 2014, in Manhattan.
Bankruptcy Judge Martin Glenn presides over the Debtors' cases.

The bankruptcy filing came after Sbarro said in February it would
155 of the 400 restaurants it owns in North America.

Nicole Greenblatt, Esq., James H.M. Sprayregen, Esq., Edward O.
Sassower, Esq., and David S. Meyer, Esq., at Kirkland & Ellis,
LLP, represent Sbarro.  Mark Hootnick, Brian Bacal, Gregory Doyle,
and Roger Wood at Moelis & Company, serve as Sbarro's investment
bankers.  Loughlin Management serves as the financial advisors.
Prime Clerk LLC serves as claims and noticing agent, and
administrative advisor.

Melville, N.Y.- based Sbarro LLC listed $175.4 million in total
assets and $165.2 million in total liabilities.  The petitions
were signed by Stuart M. Steinberg, authorized individual.

This is Sbarro's second bankruptcy filing in three years.  The
corporate entity was then known as Sbarro Inc., which, together
with several affiliates, filed Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 11-11527) on April 4, 2011, in Manhattan.
Sbarro Inc. disclosed $51,537,899 in assets and $460,975,646 in
liabilities in the 2011 petition.

Bankruptcy Judge Shelley C. Chapman presided over the 2011 case.
In the 2011 case, Edward Sassower, Esq., and Nicole Greenblatt,
Esq., at Kirkland & Ellis, LLP, served as the Debtors' general
bankruptcy counsel; Rothschild, Inc., as investment banker and
financial advisor; PriceWaterhouseCoopers LLP as bankruptcy
consultants; Marotta Gund Budd & Dzera, LLC, as special financial
advisor; Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts
counsel; Epiq Bankruptcy Solutions, LLC, as claims agent; and Sard
Verbinnen & Co as communications advisor.

Sbarro Inc. emerged from Chapter 11 protection seven months later,
in November 2011, after Judge Chapman confirmed a Plan of
Reorganization that handed ownership of the company to the pre-
bankruptcy first lien lenders.  Under the terms of the Plan,
Sbarro reduced debt by approximately 73 percent, or $295 million
(from approximately $405 million to $110 million, plus any amounts
funded under a new money term loan facility), by:

-- converting 100 percent of the outstanding amount of the $35
   million post-petition debtor-in-possession financing into an
   equal amount of a newly issued $110 million senior secured exit
   term loan facility;

-- converting approximately $173 million in prepetition senior
   secured debt held by the Company's prepetition first lien
   lenders into the remaining exit term loan facility and 100
   percent of the common equity of the reorganized company
   (subject to dilution by shares issued under a management equity
   plan); and

-- eliminating all other outstanding debt.

In January 2014, Standard & Poor's Ratings Services lowered
Sbarro's corporate credit rating further into junk category -- to
'CCC-' from 'CCC+' -- with negative outlook; and The Wall Street
Journal reported pizza chain enlisted restructuring lawyers at
Kirkland & Ellis LLP and bankers at Moelis & Co.

On March 5, 2014, the Debtors commenced solicitation of the
Proposed Joint Prepackaged Chapter 11 Plan of Reorganization.  The
Plan received near unanimous support from the Debtors' prepetition
secured lenders, with Holders of approximately 98 percent of the
outstanding Prepetition Secured Lender Claims in dollar amount
voting to accept the Plan.  A hearing to consider confirmation of
the Plan is scheduled for April 25, 2014.


SBARRO LLC: Wants to Hire Ordinary Course Professionals
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing today, April 7, 2014, at 2:00 p.m., to
consider Sbarro LLC, et al.'s motion to employ and compensate
certain professionals utilized in the ordinary course of the
Debtors' business.

The Debtors employ certain attorneys who render a wide range of
legal services in a variety of matters unrelated to the chapter 11
cases, including litigation, regulatory, labor and employment,
intellectual property, general corporate and franchise matters,
well as other services for the Debtors in relation to issues that
have a direct and significant impact on the Debtors' day-to-day
operations.

The Debtors submit that the continued employment and compensation
of the OCPs is in the best interests of the Debtors' estates,
creditors, and other parties in interest.

                          About Sbarro

Pizza chain Sbarro sought Chapter 11 bankruptcy protection
together with several affiliated entities (Sbarro LLC, Bankr.
S.D.N.Y. Lead Case No. 14-10557) on March 10, 2014, in Manhattan.
Bankruptcy Judge Martin Glenn presides over the Debtors' cases.

The bankruptcy filing came after Sbarro said in February it would
155 of the 400 restaurants it owns in North America.

Nicole Greenblatt, Esq., James H.M. Sprayregen, Esq., Edward O.
Sassower, Esq., and David S. Meyer, Esq., at Kirkland & Ellis,
LLP, represent Sbarro.  Mark Hootnick, Brian Bacal, Gregory Doyle,
and Roger Wood at Moelis & Company, serve as Sbarro's investment
bankers.  Loughlin Management serves as the financial advisors.
Prime Clerk LLC serves as claims and noticing agent, and
administrative advisor.

Melville, N.Y.- based Sbarro LLC listed $175.4 million in total
assets and $165.2 million in total liabilities.  The petitions
were signed by Stuart M. Steinberg, authorized individual.

This is Sbarro's second bankruptcy filing in three years.  The
corporate entity was then known as Sbarro Inc., which, together
with several affiliates, filed Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 11-11527) on April 4, 2011, in Manhattan.
Sbarro Inc. disclosed $51,537,899 in assets and $460,975,646 in
liabilities in the 2011 petition.

Bankruptcy Judge Shelley C. Chapman presided over the 2011 case.
In the 2011 case, Edward Sassower, Esq., and Nicole Greenblatt,
Esq., at Kirkland & Ellis, LLP, served as the Debtors' general
bankruptcy counsel; Rothschild, Inc., as investment banker and
financial advisor; PriceWaterhouseCoopers LLP as bankruptcy
consultants; Marotta Gund Budd & Dzera, LLC, as special financial
advisor; Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts
counsel; Epiq Bankruptcy Solutions, LLC, as claims agent; and Sard
Verbinnen & Co as communications advisor.

Sbarro Inc. emerged from Chapter 11 protection seven months later,
in November 2011, after Judge Chapman confirmed a Plan of
Reorganization that handed ownership of the company to the pre-
bankruptcy first lien lenders.  Under the terms of the Plan,
Sbarro reduced debt by approximately 73 percent, or $295 million
(from approximately $405 million to $110 million, plus any amounts
funded under a new money term loan facility), by:

-- converting 100 percent of the outstanding amount of the $35
   million post-petition debtor-in-possession financing into an
   equal amount of a newly issued $110 million senior secured exit
   term loan facility;

-- converting approximately $173 million in prepetition senior
   secured debt held by the Company's prepetition first lien
   lenders into the remaining exit term loan facility and 100
   percent of the common equity of the reorganized company
   (subject to dilution by shares issued under a management equity
   plan); and

-- eliminating all other outstanding debt.

In January 2014, Standard & Poor's Ratings Services lowered
Sbarro's corporate credit rating further into junk category -- to
'CCC-' from 'CCC+' -- with negative outlook; and The Wall Street
Journal reported pizza chain enlisted restructuring lawyers at
Kirkland & Ellis LLP and bankers at Moelis & Co.

On March 5, 2014, the Debtors commenced solicitation of the
Proposed Joint Prepackaged Chapter 11 Plan of Reorganization.  The
Plan received near unanimous support from the Debtors' prepetition
secured lenders, with Holders of approximately 98 percent of the
outstanding Prepetition Secured Lender Claims in dollar amount
voting to accept the Plan.  A hearing to consider confirmation of
the Plan is scheduled for April 25, 2014.


SBARRO LLC: U.S. Trustee Forms Five-Member Creditors Committee
--------------------------------------------------------------
William K. Harrington, U.S. Trustee for Region 2, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Sbarro LLC, et al.

The Committee consists of:

      1. Performance Food Group, Inc.
         Formerly known as Vistar Corporation
         Attn: Bradley W. Boe
               Director of Credit
         12650 East Arapahoe Road
         Centennial, CO 80108
         Tel: (303) 662-7121

      2. PepsiCo Sales, Inc.
         Attn: Michael T. Bevilacqua
         Senior Director - Credit & A/R
         1100 Reynolds Blvd.
         Winston Salem, NC 27105
         Tel: (336) 896-5577

      3. GGP Limited Partnership
         Attn: Julie Minnick Bowden
               National Bankruptcy Manager
         110 N. Wacker Drive
         Chicago, IL 60606
         Tel: (312) 960-2707

      4. Simon Property Group, Inc.
         Attn: Ronald M. Tucker, Vice President
         225 W. Washington Street
         Indianapolis, IN 46204
         Tel: (317) 263-2346

      5. The Macerich Company
         Attn: Stephen L. Spector, SVP & General Counsel
         401 Wilshire Blvd, Suite 700
         Santa Monica, CA 90401
         Tel: (310) 394-6000

                          About Sbarro

Pizza chain Sbarro sought Chapter 11 bankruptcy protection
together with several affiliated entities (Sbarro LLC, Bankr.
S.D.N.Y. Lead Case No. 14-10557) on March 10, 2014, in Manhattan.
Bankruptcy Judge Martin Glenn presides over the Debtors' cases.

The bankruptcy filing came after Sbarro said in February it would
155 of the 400 restaurants it owns in North America.

Nicole Greenblatt, Esq., James H.M. Sprayregen, Esq., Edward O.
Sassower, Esq., and David S. Meyer, Esq., at Kirkland & Ellis,
LLP, represent Sbarro.  Mark Hootnick, Brian Bacal, Gregory Doyle,
and Roger Wood at Moelis & Company, serve as Sbarro's investment
bankers.  Loughlin Management serves as the financial advisors.
Prime Clerk LLC serves as claims and noticing agent, and
administrative advisor.

Melville, N.Y.- based Sbarro LLC listed $175.4 million in total
assets and $165.2 million in total liabilities.  The petitions
were signed by Stuart M. Steinberg, authorized individual.

This is Sbarro's second bankruptcy filing in three years.  The
corporate entity was then known as Sbarro Inc., which, together
with several affiliates, filed Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 11-11527) on April 4, 2011, in Manhattan.
Sbarro Inc. disclosed $51,537,899 in assets and $460,975,646 in
liabilities in the 2011 petition.

Bankruptcy Judge Shelley C. Chapman presided over the 2011 case.
In the 2011 case, Edward Sassower, Esq., and Nicole Greenblatt,
Esq., at Kirkland & Ellis, LLP, served as the Debtors' general
bankruptcy counsel; Rothschild, Inc., as investment banker and
financial advisor; PriceWaterhouseCoopers LLP as bankruptcy
consultants; Marotta Gund Budd & Dzera, LLC, as special financial
advisor; Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts
counsel; Epiq Bankruptcy Solutions, LLC, as claims agent; and Sard
Verbinnen & Co as communications advisor.

Sbarro Inc. emerged from Chapter 11 protection seven months later,
in November 2011, after Judge Chapman confirmed a Plan of
Reorganization that handed ownership of the company to the pre-
bankruptcy first lien lenders.  Under the terms of the Plan,
Sbarro reduced debt by approximately 73 percent, or $295 million
(from approximately $405 million to $110 million, plus any amounts
funded under a new money term loan facility), by:

-- converting 100 percent of the outstanding amount of the $35
   million post-petition debtor-in-possession financing into an
   equal amount of a newly issued $110 million senior secured exit
   term loan facility;

-- converting approximately $173 million in prepetition senior
   secured debt held by the Company's prepetition first lien
   lenders into the remaining exit term loan facility and 100
   percent of the common equity of the reorganized company
   (subject to dilution by shares issued under a management equity
   plan); and

-- eliminating all other outstanding debt.

In January 2014, Standard & Poor's Ratings Services lowered
Sbarro's corporate credit rating further into junk category -- to
'CCC-' from 'CCC+' -- with negative outlook; and The Wall Street
Journal reported pizza chain enlisted restructuring lawyers at
Kirkland & Ellis LLP and bankers at Moelis & Co.

On March 5, 2014, the Debtors commenced solicitation of the
Proposed Joint Prepackaged Chapter 11 Plan of Reorganization.  The
Plan received near unanimous support from the Debtors' prepetition
secured lenders, with Holders of approximately 98 percent of the
outstanding Prepetition Secured Lender Claims in dollar amount
voting to accept the Plan.  A hearing to consider confirmation of
the Plan is scheduled for April 25, 2014.


SCRUB ISLAND: FirstBank Puerto Rico Objects to Plan Outline
-----------------------------------------------------------
FirstBank Puerto Rico has filed an Initial Objection to the Joint
Disclosure Statement for Joint Plan or Reorganization of Scrub
Island Development Group Limited and Scrub Island Construction
Limited.

FirstBank said the Disclosure Statement is "false and misleading"
to the Debtors' creditors.  According to FirstBank, in the
description of the "Class 2: Secured Claims and Other Claims of
FirstBank", the Disclosure Statement unequivocally states that
FirstBank has agreed to the treatment of its claims as set forth
therein.  "That statement is false.  FirstBank has not agreed to
the treatment set forth in the Disclosure Statement or to the
treatment disclosed in the Debtors' proposed Joint Plan," the bank
said.

FirstBank said it is likely it will have further objections to the
Disclosure Statement which it will raise in a subsequent pleading.

FirstBank is represented by:

     W. Keith Fendrick, Esq.
     Michael P. Maguire, Esq.
     HOLLAND & KNIGHT LLP
     100 N. Tampa St., Suite 4100
     Tampa, FL 33602
     Tel: 813-227-8500
     Fax: 813-229-0134
     E-Mail: keith.fendrick@hklaw.com
             michael.maguire@hklaw.com

An outline and summary of the Plan is reported in the April 3
edition of the Troubled Company Reporter.  The Plan, filed on
March 19, provides that 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.

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..

                         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.


SILVERADO STREET: Section 341(a) Meeting Set for April 15
---------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of creditors
of Silverado Street LLC on April 15, 2014 at 10:00 a.m., at 402 W.
Broadway, Emerald Plaza Building, Suite 660 (B), Hearing Room B,
San Diego, California.

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

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

Silverado Street, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Cal. Case No. 14-00574) on Jan. 30, 2014, in San
Diego, California.  The company said in its schedules that it has
$22 million to $47 million in total assets and $11 million in
liabilities in total liabilities.  The Debtor is represented by
Golmore, Wood, Vinnard & Magness, in Fresno, as counsel.

The company's property -- Lots 18 and 19 in Block 74 of Villa
Tract, La Jolla Park, in San Diego County -- is valued at $12
million and secures debt in the aggregate amount of $11 million
owed to Chase Mortgage, FHR Realty Advisors and Georgiou Trust.
The company also claims to have mineral rights and oil leases
valued at $2 million.  The company's remaining asset is on account
of notes/deeds of trust judgments that the Debtor estimates to be
valued at $10 million to $35 million.


SIMPLEXITY LLC: US Trustee Forms Five-Members Creditor's Panel
--------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, selected
five creditors to serve on the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Simplexity LLC and its
debtor-affiliates.

The members of the Committee are:

   1) RadioShack Corporation
      Attn: James B. Spisak
      300 RadioShack Circle, CF4-122
      Fort Worth ,TX 76102
      Tel: 817-415-3753

   2) VXI Global Solutions, LLC
      Attn: Michael Xu
      220 W. 1st St., Ste. 300
      Los Angeles, CA 90012
      Tel: 213-637-1300 x 68080

   3) Applied Information Sciences, Inc.
      Attn: Robert Annand
      11400 Commerce Park Dr., Ste. 600
      Reston, VA 20191
      Tel: 703-860-7800
      Fax: 703-860-7820

   4) Receivable Management Services
      Attn: Steven D. Sass
      307 International Cir., Ste. 270
      Hunt Valley, MD 21030
      Tel: 410-773-4040
      Fax: 410-773-4007

   5) Kevin Williams
      675 S. President St.
      Baltimore, MD 21202
      Tel: 304-283-0606

                     About Simplexity

Simplexity, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr.
D.Del.).  The case is before Judge Kevin Gross.  The Debtors'
counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware.
Prime Clerk LLC serves as claims and noticing agent.

Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.


SKINNY NUTRITIONAL: Completes Sale of All Assets for $1.5 Million
-----------------------------------------------------------------
Skinny Nutritional Corp. completed the sale of substantially all
of its assets to Skinny Nutritional LLC, for an aggregate purchase
price of $1,500,000.  The Sale was made pursuant to an Asset
Purchase Agreement, dated as of Nov. 15, 2013, as amended by an
Amendment to Asset Purchase Agreement, dated as of March 27, 2014,
between the Company and the Purchaser, and Orders of the
Bankruptcy Court for the Eastern District of Pennsylvania, dated
Jan. 15, 2017, and March 28, 2014.

In the Sale, the Purchase Price was paid as follows: (i) $132,000
was credited to the Purchaser in repayment of debtor-in-possession
financing previously provided to the Company by the Purchaser;
(ii) $835,000 was paid in cash to the Company; and (iii) $533,000
was paid by the delivery to the Company of a Promissory Note of
the Purchaser.  The Note is payable in three equal installments on
June 16, 2014, Sept. 30, 2014, and Dec. 15, 2014, and is secured
by all of the assets of the Purchaser.  The Company paid from the
$835,000 cash portion of the Purchase Price the amount of $765,000
to Trim Capital, LLC, pursuant to a Settlement Agreement, dated as
of Nov. 11, 2013, by and among the Company and Trim Capital, Prime
Capital LLC, Michael Salaman, Dachshund, LLC and Marc Cummins,
approved by Order of the Bankruptcy Court, dated Nov. 22, 2013, as
modified and amended by Stipulations Modifying Settlement
Agreement, dated Feb. 18, 2014, and March 20, 2014.  The balance
of $70,000 of the cash portion of the Purchase Price was retained
by the Company.

                     About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

Skinny Nutritional filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Pa. Case No. 13-13972) on May 3, 2013.  The petition was
signed by Michael Salaman as chief executive officer.  The Debtor
estimated assets and debts of at least $1 million.  Obermayer
Rebmann Maxwell & Hippel, LLP, serves as the Debtor's counsel.
The Hon. Jean K. FitzSimon presides over the case.

The Company sought bankruptcy protection to avoid a forfeiture of
the Company's most important and valuable assets; namely its
intellectual property rights.


SPENCER INVESTMENTS: Case Summary & 2 Unsecured Creditors
---------------------------------------------------------
Debtor: Spencer Investments Inc.
        P.O. Box 1183
        Hobe Sound, FL 33475

Case No.: 14-17699

Chapter 11 Petition Date: April 3, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Hon. Paul G Hyman Jr

Debtor's Counsel: Robert C. Hackney, Esq.
                  HACKNEY LAW PA
                  1061 E. Indiantown Rd # 400
                  Jupiter, FL 33477
                  Tel: 561.776.8600
                  Email: bobhackney@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Arthur Palma, president.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb14-17699.pdf


STANDARD PACIFIC: S&P Revises Outlook to Pos. & Affirms 'B+' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Standard
Pacific Corp. to positive from stable.  At the same time, S&P
affirmed its 'B+' corporate credit rating on Standard Pacific and
our issue ratings on its debt.  The recovery rating on the
company's senior unsecured debt remains '3', indicating S&P's
expectation for a meaningful (50% to 70%) recovery in the event of
default.

"The outlook revision reflects Standard Pacific's improving credit
measures as a result of stronger profitability from industry-
leading homebuilding margins," said Standard & Poor's credit
analyst Matthew Lynam.  The company's strategy to expand its
platform of active communities should continue to benefit
operating leverage and position the company well to participate in
the current housing recovery, in S&P's opinion.

Standard & Poor's rating on Standard Pacific reflects a business
risk profile of "fair," given the company's long land position in
many of the strongest U.S. housing markets (over seven years
supply based on 2013 orders) and its above-average profitability
versus peers, balanced against the relative geographic
concentration from generating over one-half of revenue in
California.  The company's aggressive strategy to acquire and
develop much of its own land on balance sheet boosts reported
margins, but also increases the risk inherent to the business.
S&P's assessment also considers its participation in the cyclical
U.S. homebuilding industry, which it views as having "moderately
high" industry risk and "very low" country risk.

Standard Pacific's "aggressive" financial risk profile
incorporates S&P's expectation that the company's debt to EBITDA
will decline below 5x in 2014 and debt to capital to remain below
60%.  Leverage declined faster than previously expected in 2013,
but remains near the high end of the range for the current
"aggressive" assessment.  S&P also consider the company's robust
appetite for opportunistic growth through land investment or
acquisitions.

The positive outlook reflects Standard Pacific's improving credit
measures as a result of stronger profitability from industry-
leading homebuilding margins.  The company's strategy to expand
its platform of active communities should continue to benefit
operating leverage and position the company well to participate in
the current housing recovery, in our opinion.

S&P would consider raising the rating by one notch if the company
can reduce leverage such that it sustains debt to EBITDA near 4x
and its debt to capital reaches the low-50% range while it
maintains adequate liquidity.  Should this occur, S&P would likely
remove the existing unfavorable comparable ratings modifier.

S&P would consider revising the outlook back to stable if land
investment or acquisitions materially exceed its projections and
require additional debt funding, such that expected leverage
improvements are further delayed.


STERLING BLUFF: Taps Bowden to Provide Expert Valuation Analysis
----------------------------------------------------------------
Sterling Bluff Investors, LLC, asks the U.S. Bankruptcy Court for
the Southern District of Georgia for permission to employ Ralph
Stewart Bowden, Inc. to provide expert valuation analysis of
certain assets of the Debtor.

The Debtor's assets include 96 resident memberships and 91
sporting memberships in the Ford Plantation located in Richmond
Hill County, Georgia.

The Debtor believes that professional advice as to the current
value of the memberships is necessary for its reorganization
efforts, including without limitation the Debtor's defense of the
motion to dismiss the case or in the alternative for relief from
stay, filed by Coastal Bank, one of the Debtor's secured lenders,
and later joined by the Ford Plantation Club, Inc.

Bowden proposes to charge a $24,000 fee plus reimbursement of
expenses for travel, meals, and the like, and two percent
surcharge for communication, production, and delivery charges for
the valuation analysis report.  A payment of $10,000 is due in
advance, $7,000 due in 30 days, and the balance due upon delivery
of the final reports, plus an hourly charge of $250 for principals
and $100 for any follow-up work, and $400 per hour for associates
for Court appearances and deposition testimony.

SBI Loan, LLC, an affiliate of the Debtor has agreed to pay fees
and expenses to Bowden on the Debtor's behalf.

To the best of the Debtor's knowledge, Bowden has no interest
adverse to the Debtor's estate.

Meanwhile, the meeting of creditors pursuant to 11 U.S.C. Sec. 341
was concluded on March 3, 2014, and was attended by: (i) The Ford
Plantation Club, Inc.; (ii) Ben G. Whitley; The Coastal Bank; and
The Ford Plantation Assoc., Inc.

                About Sterling Bluff Investors, LLC

Sterling Bluff Investors, LLC, a Georgia limited liability company
formed for the purpose of acquiring and owning lots in a
subdivision known as the Ford Plantation, Bryan County, Georgia,
and also certain club memberships in the Ford Plantation Club,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Ga. Case No. 14-40200) in Savannah, Georgia, on Feb. 3, 2014.

The Debtor's counsel is Austin E. Carter, Esq., at Stone & Baxter,
LLP, in Macon, Georgia.

The Debtor estimated assets and debt of $10 million to $50
million.  The petition was signed by Michael Greene, manager.

The U.S. Trustee has not appointed an official committee of
unsecured creditors.  The U.S. Trustee reserves the right to
appoint such a committee should interest developed among the
creditors.


SURVEYMONKEY INC: S&P Affirms 'B' CCR & Revises Outlook to Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Palo Alto, Calif.-based SurveyMonkey Inc. and
revised the ratings outlook to negative from stable.

The outlook revision to negative stems from SurveyMonkey's recent
decision to invest heavily in an enterprise sales effort to grow
its online survey subscriber base.  S&P believes the revised
strategy will bring SurveyMonkey into competition with existing
online survey competitors already servicing enterprise customers.
The planned increase in marketing spending, in S&P's view, will
hurt EBITDA in the near term, while the company will likely
realize long-term benefits of the new strategy two years out, if
successful.  S&P expects that this will result in SurveyMonkey's
lease-adjusted leverage levels remaining above 6x over the
intermediate term.

The 'B' corporate credit rating reflects the company's niche
business focus in the "do-it-yourself" (DIY) online survey market
and its financial profile.  S&P views the company's business risk
profile as "weak" because of its narrow product focus, small
scale, and relatively low barriers to entry.  Lease-adjusted
leverage is currently about 6.3x (5.5x excluding preferred stock)
and EBITDA coverage of interest is 3.1x, based on preliminary 2013
results.  In S&P's view, the company's financial risk profile is
"highly leveraged" because of its elevated debt-to-EBITDA ratio.
S&P views SurveyMonkey's management and governance as "fair."

SurveyMonkey is a leading online survey tool for individual online
survey creation, response collection, and result analysis.
Although SurveyMonkey's subscriber base has grown rapidly over the
years, the company still operates on a relatively limited scale
and has a narrow business focus.  The company generates over 90%
of revenue from its online survey business, with the remainder
coming from its audience panel business.  Historically,
SurveyMonkey has relied on the viral nature of the online survey
market to generate new subscribers, resulting in minimal marketing
costs and very healthy EBITDA margins.

S&P could revise the outlook to stable if it sees convincing signs
that revenue and EBITDA growth are materializing in 2015 as a
result of the new growth efforts.  S&P believes this would be
manifested in an increase in core subscribers; growth in ARPU as a
larger percentage of subscribers migrate to the higher-priced
enterprise platform; and an increase in the contribution of the
audience panel and enterprise business with this unit becoming a
more meaningful percentage of overall revenues.

S&P could lower the rating if growth initiatives do not produce a
meaningful return on investment, resulting in lease-adjusted
leverage rising above 6.5x over the intermediate term.  S&P could
also lower the rating if the company fails to amend its credit
facility without altering its planned marketing spending increase,
leading us to conclude that covenant headroom will likely fall
below 15%.


TECHPRECISION CORP: Grants 90,000 Shares to Richard Fitzgerald
--------------------------------------------------------------
The Compensation Committee of the Board of Directors of
TechPrecision Corporation approved certain restricted common stock
grants to Richard Fitzgerald and other members of the Company's
finance team in recognition of their service to the Company.

Mr. Fitzgerald was granted an award of 90,000 shares of restricted
common stock of the Company pursuant to the TechPrecision
Corporation 2006 Long-Term Incentive Plan, as amended, which vests
in three equal installments.  Assuming Mr. Fitzgerald remains
employed by the Company at the time of each vesting event, vesting
will occur upon the timely completion of a new financing that
provides adequate liquidity to the Company for one year; upon
timely filing of the Company's annual report on Form 10-K for the
fiscal year ended March 31, 2014, with no material weaknesses; and
upon one year from the date of grant.

Additional grants of restricted common stock in an aggregate of
90,000 shares of Common Stock were made to other members of the
Company's finance team, each pursuant to the Plan with vesting
terms identical to those terms in the grant to Mr. Fitzgerald.

                        About TechPrecision

TechPrecision Corporation (OTC BB: TPCSE), through its wholly
owned subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical
Components Co., Ltd., globally manufactures large-scale, metal
fabricated and machined precision components and equipment.

Loss from operations was $1.6 million in fiscal 2013 compared to
an operating loss of $3.4 million in fiscal 2012.

In their report on the consolidated financial statements for the
year ended March 31, 2013, KPMG LLP, in Philadelphia, Pa., said
that the Company was not in compliance with the fixed charges and
interest coverage financial covenants under their credit facility,
and the Bank has not agreed to waive the non-compliance with the
covenants.  "Since the Company is in default, the Bank has the
right to accelerate payment of the debt in full upon 60 days
written notice.  The Company has suffered recurring losses from
operations, and the Company's liquidity may not be sufficient to
meet its debt service requirements as they come due over the next
twelve months.  These circumstances raise substantial doubt about
the Company's ability to continue as a going concern."

As of Dec. 31, 2013, the Company had $18.85 million in total
assets, $11.30 million in total liabilities and $7.54 million in
total stockholders' equity.


TELX GROUP: Moody's Lowers 2nd Lien Term Loan Rating to Caa2
------------------------------------------------------------
Moody's Investors Service has downgraded the instrument rating of
The Telx Group, Inc.'s 2nd lien term loan to Caa2 (LGD5-79%) from
Caa1 (LGD5-78%) following the company's decision to revise the
structure of its debt issuance and shift $25 million from the 2nd
lien to the 1st lien term loan. All other existing ratings
including the B3 Corporate Family Rating (CFR) and B3-PD
Probability of Default Rating (PDR) remain unchanged. The outlook
remains negative.

Ratings Rationale

Telx's B3 rating reflects its high leverage and consistent
negative free cash flow, which is primarily the result of its high
capital intensity. The rating also incorporates Telx's small scale
and aggressive financial policy as demonstrated by the recent
dividend to its equity sponsors despite having persistent negative
free cash flow since inception. These limiting factors are offset
by Telx's stable base of contracted recurring revenues, its
strategic real estate holdings in key communications hubs and the
currently strong market demand for colocation and interconnection
services. In addition, Telx's B3 corporate family rating is
predicated upon management's commitment to reduce capital
intensity over the next two years such that the company will
achieve positive free cash flow, improved interest coverage and a
self-funding business model.

The ratings for Telx's debt instruments comprise the overall
probability of default of the company, to which Moody's assigns a
PDR of B3-PD, an average family loss given default assessment and
the composition of the debt instruments in the capital structure.
The $585 million senior secured 1st lien credit facilities which
consist of $475 million of term loan and $110 million of revolver
are rated B1 (LGD3-31%), two notches higher than the CFR given the
support provided by the Caa2 (LGD5-79%) rated $160 million senior
secured 2nd lien term loan and the unrated holdco notes.

The negative outlook reflects Moody's expectation that the
company's credit metrics will remain under pressure over the next
12-18 months given the higher leverage and persistent negative
free cash flow.

Moody's could raise Telx's ratings if the company transitioned to
sustainable positive free cash flow, or if leverage were to trend
comfortably below 6x on a sustainable basis amidst stable
operations and adequate liquidity.

The ratings could be lowered if liquidity were to become strained,
if industry pricing were to deteriorate due to competitive
pressure or if the company were to take on any additional debt.
Moody's could also downgrade Telx's ratings if the company does
not materially reduce its capital intensity.

Headquartered in New York, NY, The Telx Group, Inc. is a provider
of network-neutral, global interconnection and colocation
services. The company operates 20 interconnection and colocation
facilities in multiple regions across the United States.


TITAN ENERGY: Posts $108,215 Net Income in 2013
-----------------------------------------------
Titan Energy Worldwide, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $108,215 on $21.89 million of net sales for the year
ended Dec. 31, 2013, as compared with a net loss of $1.65 million
on $19.15 million of net sales during the prior year.

As of Dec. 3, 2013, the Company had $6.20 million in total assets,
$9.74 million in total liabilities and a $3.54 million total
stockholders' deficit.

"As of December 31, 2013 we have an accumulated deficit
$34,908,576.  In addition, we were in default as of December 31,
2013 on notes payable of $250,000 plus interest. On July 1, 2014 a
total of $1,875,000 of convertible notes will be in default unless
new agreements are reached with these noteholders.   We have been
able to use our factoring lines to provide additional cash flow to
pay vendors and employees.  These conditions raise substantial
doubt as to the Company's ability to continue as a going concern,"
the Company said in the Annual Report.

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

                        http://is.gd/JtCxJJ

                        About Titan Energy

New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a
provider of onsite power generation, energy management and energy
efficiency products and services.


TITLEMAX FINANCE: S&P Lowers ICR to 'B'; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issuer
credit rating on TitleMax Finance Corp. and TMX Finance LLC
(together TitleMax) to 'B' from 'B+' and correspondingly lowered
the rating on the company's senior secured notes to 'B'.  The
outlook is stable.

"The downgrades reflect TitleMax's weakening profitability,
liquidity, and leverage following years of aggressive growth,"
said Standard & Poor's credit analyst Kevin Cole.

TitleMax's store count growth in 2013 was largely in line with
S&P's expectations at slightly less than 30%, and its consumer
loan originations were up nearly 40%, higher than S&P expected.
The company's interest and fee income growth did not keep pace
with rising provisions and operating expenses, leading to a
decline in EBITDA (excluding losses on debt extinguishment and
write-off of assets) to $171 million from $184.3 million in 2012.
During the year, the company increased debt significantly at the
operating company by issuing $525 million of senior secured notes
to replace $310 million of existing senior secured notes and
$16 million of other debt. (The company did benefit from
materially lower interest expense, with a new coupon of 8.5%
versus 13.25%.)  In addition, it had drawn $74 million of its $75
million revolving credit facility at year-end.  (The company paid
down the entire $74 million drawn against the credit facility in
the first quarter of 2014.)  The decline in cash flows and
increased debt caused leverage (measured by debt to EBITDA) to
increase to 4.7x from 2.5x at year-end 2012 and interest coverage
to fall to 2.6x from 3.1x.

"Our stable outlook assumes the company's decelerating growth in
2014 will decrease the percentage of newer stores--which are
initially less profitable--and increase the company's overall
profitability," said Mr. Cole.

S&P sees leverage falling to around 4x by year-end 2014.  If
leverage rises above 5x at year-end 2014 and the company does not
commit to dramatically slowing new store growth, S&P could lower
the rating.

S&P believes it is much less likely that it will raise the rating
in the next year even if leverage improves more than S&P's
expectation.  The company has shown a willingness to operate, at
least temporarily, with more leverage than S&P believes is
appropriate for a higher rating, especially considering its
monoline focus on title loans, a product highly vulnerable to
regulatory and legislative risks.


TOYS R US: Bank Debt Trades at 10% Off
--------------------------------------
Participations in a syndicated loan under which Toys R Us is a
borrower traded in the secondary market at 90.29 cents-on-the-
dollar during the week ended Friday, April 4, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.79
percentage points from the previous week, The Journal relates.
Toys R Us pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Aug. 17, 2016 and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Toys "R" Us, Inc., headquartered in Wayne, New Jersey, is the
world's largest dedicated toy retailer, with annual revenues of
around $11 billion.


TRANS-LUX CORP: Director Jean Firstenberg Resigns
-------------------------------------------------
Trans-Lux Corporation accepted the letter of resignation of Ms.
Jean Firstenberg, effective March 17, 2014, as a director of the
Company.  Ms. Firstenberg's current term would have expired in
2016.  Her decision to resign was not due to any disagreement with
the Company.

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $1.36 million on $23.02 million of total revenues, as compared
with a net loss of $1.41 million on $23.75 million of total
revenues in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $19.49
million in total assets, $18.39 million in total liabilities and
$1.09 million in total stockholders' equity.

"...[B]ecause of the uncertainty surrounding our ability to obtain
additional liquidity and the potential of the noteholders and/or
trustees to give notice to the Company of a default on either the
Debentures or the Notes, our independent registered public
accounting firm issued an opinion on our consolidated financial
statements that states that the consolidated financial statements
were prepared assuming we will continue as a going concern,
however the opinion further states that the uncertainty regarding
the ability to make the required principal and interest payments
on the Notes and the Debentures, in addition to the significant
amount due to the Company's pension plan over the next 12 months,
raises substantial doubt about our ability to continue as a going
concern," the Company said in the quarterly report for the period
ended Sept. 30, 2013.


TRINET HR: Moody's Raises Corp. Family Rating to 'B1'
-----------------------------------------------------
Moody's Investors Service upgraded TriNet HR Corporation's
Corporate Family Rating ("CFR") and Probability of Default Rating
("PDR") to B1 and B1-PD, respectively, and affirmed the First Lien
Senior Secured Credit Facilities at B1. Moody's also assigned a
Speculative Grade Liquidity Rating of SGL-1. The ratings outlook
is stable.

This action follows the initial public offering of about 22% of
the stock of TriNet's parent, TriNet Group, Inc., the proceeds of
which were used to repay the Second Lien Senior Secured Credit
Facilities.

RATINGS RATIONALE

"The debt reduction improved TriNet's leverage to about 4.7x FYE
2013 EBITDA (Moody's adjusted) from over 6x," noted Terry Dennehy,
Senior Analyst at Moody's Investors Service. "Moreover, we believe
that the addition of a public pool of investors reduces the risk
of further debt-financed equity distributions,"

The financial leverage is currently high for the B1 level
considering the company's small scale, short customer contracts,
and the low barriers to entry in the Professional Employer
Organization ("PEO") industry. Nevertheless, TriNet is growing
rapidly both organically and through acquisitions and we expect
that TriNet will continue to generate consistent cash from
operations, which comfortably exceeds capital expenditures. We
also expect that TriNet will limit equity distributions, directing
free cash flow to further debt repayment. The Speculative Grade
Liquidity Rating of SGL-1 reflects TriNet's very good liquidity,
supported by the $75 million revolving credit facility and our
expectation of consistent, strong Free Cash Flow ("FCF")
generation and maintenance of a large cash balance.

The stable outlook reflects our expectation that TriNet will
organically grow revenues by at least ten percent over the near
term and will maintain an operating margin (Moody's adjusted) of
at least high teens percent. We expect that TriNet will continue
to reduce leverage through a combination of EBITDA growth and
absolute debt reduction such that the ratio of debt to EBITDA
(Moody's adjusted) is on course to decline to below 4x over the
next 12 to 18 months.

Although a rating upgrade is unlikely over the next year, the
ratings could be upgraded over the longer term if we believe that
TriNet is growing organically faster than the market and annual
client attrition will be maintained below twenty percent.
Furthermore, we would expect TriNet to use free cash flow to
reduce debt, refraining from equity distributions, such that the
ratio of debt to EBITDA (Moody's adjusted) will be maintained
below 3x.

The ratings could be downgraded if we believe that TriNet is
losing market share or if we believe that client attrition will
exceed 20% on a sustained basis. The rating could be pressured if
operating margins decline to the low teens percent. The rating
could be lowered if TriNet engages in further shareholder-friendly
actions prior to meaningful deleveraging or if we expect that debt
to EBITDA (Moody's adjusted) will be sustained above 5x.

Upgrades:

Issuer: TriNet HR Corporation

  Probability of Default Rating, Upgraded to B1-PD from B2-PD

  Corporate Family Rating, Upgraded to B1 from B2

Assignments:

Issuer: TriNet HR Corporation

  Speculative Grade Liquidity Rating, Assigned SGL-1

Outlook Actions:

Issuer: TriNet HR Corporation

Outlook, Remains Stable

Affirmations:

Issuer: TriNet HR Corporation

  Senior Secured Bank Credit Facility Aug 20, 2018, Affirmed B1

  Senior Secured Bank Credit Facility Aug 20, 2016, Affirmed B1

  Senior Secured Bank Credit Facility Aug 20, 2020, Affirmed B1

Downgrades:

Issuer: TriNet HR Corporation

  Senior Secured Bank Credit Facility Aug 20, 2018, Downgraded to
  a range of LGD3, 48 % from a range of LGD3, 38 %

  Senior Secured Bank Credit Facility Aug 20, 2016, Downgraded to
  a range of LGD3, 48 % from a range of LGD3, 38 %

  Senior Secured Bank Credit Facility Aug 20, 2020, Downgraded to
  a range of LGD3, 48 % from a range of LGD3, 38 %

TriNet, based in San Leandro, California, is a professional
employer organization ("PEO"), which provides outsourced human
resource functions, including payroll, benefits acquisition, and
regulatory compliance management to small and mid-sized
businesses. TriNet is majority-owned by affiliates of private
equity firm General Atlantic LLC.


TUSCANY INTERNATIONAL: Gets Court's Okay to Hire Deloitte LLP
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. to employ Deloitte LLP as tax service
providers, nunc pro tunc to the Feb. 2, 2014 petition date.

As reported in the Troubled Company Reporter on March 21, 2014,
the Debtors anticipate that Deloitte LLP will render tax
consulting and compliance services to the Debtors as needed
throughout the course of these Chapter 11 cases from time to time
as requested by the Debtors (the "Services").  The Services are
expected to include, but are not limited to:

   (a) advise the Debtors with respect to tax aspects of asset
       dispositions;

   (b) the preparation of the U.S. tax returns and other
       statutory filings, as described in detail in the
       U.S. Tax Compliance Engagement Letter;

   (c) international tax services;

   (d) transfer pricing services; and

   (e) tax provision assistance.

Deloitte LLP will be paid at these hourly rates:

       Partner                 CDN647.50
       Senior Manager          CDN479.50
       Manager                 CDN350
       Senior                  CDN245
       Analyst                 CDN175

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

Deloitte LLP has provided prepetition tax services to the Debtors.
In the 90 days prior to the petition date, Deloitte LLP received
payments totaling CDN973,746.59.  As of the petition date,
Deloitte LLP was not owed any amounts with respect to invoices
issued by Deloitte LLP prior to the petition date.

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

Deloitte LLP can be reached at:

       Olivier Labelle
       DELOITTE & TOUCHE LLP
       700, 850 - 2nd Street S.W.
       Calgary AB T2P 0R8, Canada
       Tel: (403) 267-1790
       Fax: (587) 774-5383

                   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 also commenced 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 Debtor disclosed $414,624,292
in assets and $207,332,530 in liabilities as of the Chapter 11
filing.

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.

The Debtors' plan of reorganization dated March 3, 2014, proposes
that a newly-formed entity organized by certain prepetition
lenders will credit bid a principal amount of the Prepetition
Credit Agreement Claims or DIP Facility Claims to be determined in
exchange for all or substantially all of the assets of the HoldCo.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed in the Debtors' cases.

An Official Committee of Equity Security Holders has been
appointed in the case.  The Equity Committee has tapped as
bankruptcy counsel Adam G. Landis, Esq., Kerri K. Mumford, Esq.,
James S. Green Jr., Esq., J. Landon Ellis, Esq., and Joseph D.
Wright, Esq., at Landis Rath & Cobb LLP.


TUSCANY INTERNATIONAL: Court Okays Prime Clerk as Admin. Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Tuscany International Holdings (U.S.A.) Ltd. and its debtor-
affiliates to employ Prime Clerk LLC as administrative advisor,
nunc pro tunc to the Feb. 2, 2014 petition date.

As reported in the Troubled Company Reporter on Feb. 25, 2014,
the Debtors said they require Prime Clerk to:

   (a) assist with, among other things, solicitation, balloting
       and tabulation of votes, and prepare any related reports,
       as required in support of confirmation of a Chapter 11
       plan, and in connection with such services, process
       requests for documents from parties in interest,
       including, if applicable, brokerage firms, bank back-
       offices and institutional holders;

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

   (c) assist with the preparation of the Debtors' schedules of
       assets and liabilities and statement of financial affairs
       (the "Schedules") and gather data;

   (d) provide confidential data room, if requested;

   (e) manage and coordinate any distributions pursuant to a
       Chapter 11 plan; and

   (f) provide other processing, solicitation, balloting and
       other administrative services described in the Engagement
       Agreement but not included in the Section 156(c)
       Application, as may be requested from time to time by the
       Debtors, the Court of the Office of the Clerk of the
       Bankruptcy Court (the "Clerk").

Prime Clerk will be paid at these hourly rates:

       Case Manager                     $45
       Technology Consultant            $130
       Consultant                       $140
       Senior Consultant                $170
       Director                         $195
       Solicitation Analyst             $210
       Director of Solicitation         $235

Prime Clerk will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Prior to the petition date, the Debtors provided Prime Clerk a
retainer in the amount of $25,000.

Michael J. Frishberg, co-president and CEO of Prime Clerk, 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.

Prime Clerk can be reached at:

       Shai Waisman
       PRIME CLERK LLC
       830 Third Avenue, 19th Floor
       New York, NY 10022
       Tel: (212) 257-5450

                   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 also commenced 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 Debtor disclosed $414,624,292
in assets and $207,332,530 in liabilities as of the Chapter 11
filing.

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.

The Debtors' plan of reorganization dated March 3, 2014, proposes
that a newly-formed entity organized by certain prepetition
lenders will credit bid a principal amount of the Prepetition
Credit Agreement Claims or DIP Facility Claims to be determined in
exchange for all or substantially all of the assets of the HoldCo.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed in the Debtors' cases.

An Official Committee of Equity Security Holders has been
appointed in the case.  The Equity Committee has tapped as
bankruptcy counsel Adam G. Landis, Esq., Kerri K. Mumford, Esq.,
James S. Green Jr., Esq., J. Landon Ellis, Esq., and Joseph D.
Wright, Esq., at Landis Rath & Cobb LLP.


TUSCANY INTERNATIONAL: FTI Consulting's Helkaa Approved as CRO
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. to (i) hire FTI Consulting Canada Inc.
to provide a chief restructuring officer, and (ii) designate FTI's
Deryck Helkaa as CRO.

As reported in the Troubled Company Reporter on Feb. 6, 2014,
FTI has developed a great deal of institutional knowledge with
respect to the Debtors' operations and financial condition.  The
Debtors tapped FTI to provide certain financial advisory and
consulting services in August 2013.

The Debtors then determined that it would be in the best interest
of the estates to amend their retention of FTI such that FTI would
provide a CRO to the Debtors.

As set forth in the engagement letter, as revised Nov. 25, 2013,
FTI will, among other things, provide financial and restructuring
advice to the Debtors, assist in negotiations with lenders, advise
on asset sale strategies, and develop financial projections.

FTI for its services will receive compensation at these rates:

      Position                    Hourly Rate
      --------                    -----------
      Senior Managing Directors      $650
      Managing Directors             $550
      Directors                      $500
      Consultants                    $295

FTI will also bill for reasonable allocated and direct expenses
that are likely to be incurred on the Debtors' behalf during the
engagement.

                   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 also commenced 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 Debtor disclosed $414,624,292
in assets and $207,332,530 in liabilities as of the Chapter 11
filing.

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.

The Debtors' plan of reorganization dated March 3, 2014, proposes
that a newly-formed entity organized by certain prepetition
lenders will credit bid a principal amount of the Prepetition
Credit Agreement Claims or DIP Facility Claims to be determined in
exchange for all or substantially all of the assets of the HoldCo.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed in the Debtors' cases.

An Official Committee of Equity Security Holders has been
appointed in the case.  The Equity Committee has tapped as
bankruptcy counsel Adam G. Landis, Esq., Kerri K. Mumford, Esq.,
James S. Green Jr., Esq., J. Landon Ellis, Esq., and Joseph D.
Wright, Esq., at Landis Rath & Cobb LLP.


TUSCANY INTERNATIONAL: Can Hire GMP as Investment Banker
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. to employ GMP Securities, LLC as
investment banker, nunc pro tunc to Feb. 2, 2014 petition date.

As reported in the Troubled Company Reporter on March 21, 2014,
the Debtors require GMP Securities to:

   (a) review and analyze the Company's operations, properties,
       financial condition and prospects;

   (b) assist the Company in evaluating potential transaction
       alternatives and strategies;

   (c) assist the Company in preparing documentation within GMP
       Securities' area of expertise that is required in
       connection with a Transaction;

   (d) assist the Company in identifying financial and strategic
       institutional investors or other investors ("Interested
       Parties") who may be interested in participating in a
       Transaction;

   (e) on behalf of the Company, contact Interested Parties which
       GMP, after consultation with the company's management,
       believes meet certain industry, financial and strategic
       criteria and assist the Company in negotiating and
       structuring a Transaction;

   (f) advise the Company as to potential mergers or
       acquisitions, and the sale or other disposition of
       any of the Company's businesses or assets;

   (g) advise the Company on the timing, nature and terms of any
       new securities, other considerations or other inducements
       to be offered in connection with any Transaction; and

   (h) participate in the Company's board of directors meetings
       as determined by the Company to be appropriate, and, upon
       request, provide periodic status reports and advice to the
       board with respect to matters falling within the scope of
       GMP Securities' retention.

The Debtors have agreed to pay GMP Securities under the following
fee structure (the "Fee Structure"):

   (a) Monthly Advisory Fee: A non-refundable cash fee of $40,000
       upon the Company's signing of the Engagement Letter and
       $40,000 the first business day of each month thereafter
       until the termination of the Engagement Letter; provided,
       however, that the aggregate amount of such fees shall not
       exceed $120,000;

   (b) Financing Transaction Fee: At the closing of each
       Financing Transaction, a non-refundable cash fee equal to:

       (i) 2% of the Aggregate Gross Proceeds of debt obligations
           or other interests raised on a senior secured basis
           plus

      (ii) 3% of the Aggregate Gross Proceeds of debt obligations
           or other interests raised on a second-lien or
           unsecured basis, plus

     (iii) 5% of the Aggregate Gross Proceeds of equity or
           equity-linked securities raised in a Financing
           Transaction.  GMP Securities shall not receive any fee
           on the amount of proceeds of a Financing Transaction
           invested by the Company's executive officers or
           directors from their personal assets.

   (c) Business Combination Transaction Fee: At the Closing of
       each Business Combination Transaction, a non-refundable
       cash fee equal to 3% of the Aggregate Gross Proceeds
       received in the sale, subject to a minimum fee of
       $600,000.  The fees will be paid to GMP Securities
       directly out of proceeds of each Business Combination
       Transaction.  GMP Securities will not be paid a Business
       Combination Transaction Fee for any amount of
       consideration made by "credit bid" pursuant to Bankruptcy
       Code Section 363(k).

   (d) Rig Sale Transaction Fee:  At the Closing of each Rig Sale
       Transaction, a non-refundable cash fee equal to 3% of the
       Aggregate Gross Proceeds received in such a sale.  Such
       fees will be paid to GMP Securities out of proceeds of
       each Rig Sale Transaction.  GMP Securities shall not
       receive a Rig Sale Transaction Fee if the sale of the
       Company's Rig #115 and Rig #116 to either of the two
       parties who have submitted written bids as of the
       execution of this Agreement is completed as contemplated
       at the value indicated of each bid.  However, the Company
       shall pay GMP Securities a fee of 3% on the amount, if
       any, of Aggregate Gross Proceeds received from the sale of
       Rig #115 and Rig #116 that exceeds the amounts indicated
       on the existing written bids.

   (e) Restructuring Transaction Fee:  At the Closing of each
       Restructuring Transaction, a non-refundable cash fee equal
       to 1% of the face amount of the Company's existing
       obligations that are restructured, modified, amended,
       forgiven or otherwise compromised.  Such a fee shall be
       payable on the earlier of (i) the date on which a
       Restructuring Transaction is consummated or (ii) the date
       on which any amendment to or other changes in the
       instruments or terms pursuant to which the Company's
       existing obligations were issued or entered into become
       effective.

GMP Securities will also be reimbursed for reasonable out-of-
pocket expenses incurred.

GMP Securities has agreed that, other than any expenses incurred
in connection with Addendum A to the Engagement Letter, the
aggregate amount of GMP Securities' expenses during these Chapter
11 cases shall not exceed $25,000.

David Abell, managing director of GMP Securities, 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.

GMP Securities can be reached at:

       David Abell
       GMP SECURITIES, LLC
       331 Madison Avenue
       New York, NY 10017
       Tel: (212) 692-5100
       Tel: (800) 452-4528

                   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 also commenced 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 Debtor disclosed $414,624,292
in assets and $207,332,530 in liabilities as of the Chapter 11
filing.

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.

The Debtors' plan of reorganization dated March 3, 2014, proposes
that a newly-formed entity organized by certain prepetition
lenders will credit bid a principal amount of the Prepetition
Credit Agreement Claims or DIP Facility Claims to be determined in
exchange for all or substantially all of the assets of the HoldCo.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed in the Debtors' cases.

An Official Committee of Equity Security Holders has been
appointed in the case.  The Equity Committee has tapped as
bankruptcy counsel Adam G. Landis, Esq., Kerri K. Mumford, Esq.,
James S. Green Jr., Esq., J. Landon Ellis, Esq., and Joseph D.
Wright, Esq., at Landis Rath & Cobb LLP.


UTSTARCOM HOLDINGS: Incurs $16 Million Net Loss in 4th Quarter
--------------------------------------------------------------
UTStarcom Holdings Corp. reported a net loss of $16.05 million on
$38.30 million of net sales for the three months ended Dec. 31,
2013, as compared with a net loss of $7.64 million on $43.27
million of net sales for the same period in 2012.

For the 12 months ended Dec. 31, 2013, the Company reported a net
loss of $22.73 million on $164.43 million of total revenues, as
compared with a net loss of $35.57 million on $186.72 million of
net sales during the prior year.

The Company's balance sheet at Dec. 31, 2013, showed $366.96
million in total assets, $216.58 million in total liabilities and
$150.38 million in total equity.

Mr. Robert Pu, UTStarcom's chief financial officer, commented, "We
are very pleased with our overall results for the year which
reflected the team's very hard work to restructure the business,
accelerate growth, and improve profitability.  Despite a variety
of challenges, including the depreciation of the Japanese yen and
uncertain market conditions, in fiscal 2013 we resumed positive
sales growth, reduced operating costs by another 20.2%, generated
significant additional efficiencies in our broadening global
operations.  Moreover, we significantly improved operating cash
flow and ended the year with $107.8 million in cash on our balance
sheet and no debt which provides a solid foundation for our
business and the ability to continue to invest in our planned
global growth strategies."

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

                        http://is.gd/UK66Ba

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.


VISCOUNT SYSTEMS: Shares 2014 Outlook to Investors
--------------------------------------------------
Viscount Systems, Inc., held a presentation to investors which
included certain results of the Company's fiscal year ended
Dec. 31, 2013, as well as Company highlights and 2014 outlook.  A
copy of the presentation is available for free at:

                        http://is.gd/RQXocE

                      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.


VISCOUNT SYSTEMS: Issues 3 Million Common Shares
------------------------------------------------
Viscount Systems, Inc., on April 2, 2014, issued 3,071,253 shares
of common stock pursuant to a conversion of 125 Series A
Convertible Redeemable Preferred Stock of the Company.

The A Shares of the Company are subject to the conversion and
dividend rights as set forth in the Certificate of Designation,
Preferences and Rights of the Series A Convertible Redeemable
Preferred Stock dated June 5, 2012, as amended Oct. 17, 2012, and
March 21, 2014.

                       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.


WALTER ENERGY: Bank Debt Trades at 3% Off
-----------------------------------------
Participations in a syndicated loan under which Walter Energy Inc.
is a borrower traded in the secondary market at 96.63 cents-on-
the-dollar during the week ended Friday, April 4, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 0.34
percentage points from the previous week, The Journal relates.
Walter Energy Inc. pays 575 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 14, 2018 and
carries Moody's B3 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                About Walter Energy Inc.

Walter Energy, Inc. is primarily a metallurgical coal producer
with additional operations in metallurgical coke, steam and
industrial coal, and natural gas. Headquartered in Birmingham,
Alabama, the company generated $2 billion in revenue for the
twelve months ended June 30, 2013.


WEATHER CHANNEL: Bank Debt Trades at 4% Off
-------------------------------------------
Participations in a syndicated loan under which Weather Channel is
a borrower traded in the secondary market at 96.18 cents-on-the-
dollar during the week ended Friday, April 4, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 2.11
percentage points from the previous week, The Journal relates.
TXU Corp. pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Feb. 4, 2017 band carries
Moody's Ba3 rating and Standard & Poor's B+ rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


WESTPORT GOLF: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Westport Golf Investors, LLC
        45 Country Club Way
        Elizabethtown, NY 12993

Case No.: 14-10668

Chapter 11 Petition Date: March 28, 2014

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Judge: Hon. Robert E. Littlefield Jr.

Debtor's Counsel: Christian H. Dribusch, Esq.
                  THE DRIBUSCH LAW FIRM
                  1001 Glaz Street
                  East Greenbush, NY 12061
                  Tel: 518-729-4331
                  Fax: 518-463-4386
                  Email: cdribusch@chdlaw.net

Total Assets: $1.71 million

Total Liabilities: $1.50 million

The petition was signed by John Hall, member/owner.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nynb14-10668.pdf


WILLIAM CONTRACTOR: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: William Contractor Inc.
        PO Box 1161
        Aguada, PR 00602

Case No.: 14-02394

Chapter 11 Petition Date: March 28, 2014

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Hon. Brian K. Tester

Debtor's Counsel: Damaris Quinones Vargas
                  BUFETE QUINONES VARGAS & ASOC
                  PO Box 429
                  Cabo Rojo, PR 00623
                  Tel: 787-851-7866
                  Fax: 787-851-1717
                  Email: damarisqv@bufetequinones.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Lymari Benique Moralez
, vice president- secretary

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-2394.pdf


YONKERS RACING: S&P Revises Outlook to Stable & Affirms 'B+' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
New York-based gaming operator Yonkers Racing Corp. to stable from
positive.  At the same time, S&P affirmed its ratings, including
its 'B+' corporate credit rating on Yonkers.

The outlook revision to stable from positive reflects S&P's
expectation for Yonkers' financial risk profile to remain "highly
leveraged" over the next few years, with adjusted leverage
remaining at about 5x or higher and adjusted FFO to debt remaining
in the low-teens percent area.  This follows EBITDA generation in
2013 that was weaker than S&P forecasted, resulting in 2013
adjusted leverage in the low-6x area (compared with S&P's prior
forecast for 2013 leverage in the mid-5x area).  The
underperformance relative to S&P's prior expectation was largely
the result of higher-than-expected staffing expenses from the
expansion at the property (completed January 2013) and insurance
related expenses.  Given the higher-than-expected 2013 leverage,
S&P believes the timeline to reduce leverage under 5x (S&P's
threshold to revise the financial risk assessment to "aggressive"
and consider a one-notch higher rating) has become protracted.

S&P's 'B+' corporate credit rating reflects its assessment of
Yonkers business risk profile as "weak" and its financial risk
profile as "highly leveraged."

"We assess Yonkers' business risk profile as weak given the
company's reliance on a single property for cash flow generation,
which heightens exposure to event risk, regional economic
weakness, and adverse changes to the competitive environment.  Our
assessment also reflects the stringent revenue allocation
structure with New York State that results in low-EBITDA margin
relative to other commercial gaming operators, and the potential
negative impact from increased competition in Yonkers' regional
market over the intermediate term," S&P said.

In 2013, New York State passed legislation that allows for the
development of four destination resorts in three regions of
upstate New York: the capital, the Catskills/Hudson Valley, and
the eastern southern tier.  S&P believes any new competition will
only minimally reduce visitation to Yonkers, given Yonkers draws
the majority of its customers from within 20 miles of the
property, and the nearest competitor would likely be well outside
that reach.

S&P could consider higher ratings once adjusted leverage falls to
below 5x, and adjusted FFO to debt improves to above 12%.  Given
S&P's current forecast for minimal EBITDA growth, it believes an
improvement in the credit measures would likely be the result of
debt reduction.

S&P could lower the ratings if EBITDA generation is weaker than it
currently is forecasting, resulting in EBITDA coverage of interest
falling below 2x, or if S&P lowers its assessment of Yonkers'
liquidity profile.


ZALE CORP: Z Investment Stake at 23.3% as of March 18
-----------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Z Investment Holdings, LLC, and its
affiliates disclosed that as of March 18, 2014, they beneficially
owned 10,022,075 shares of common stock of Zale Corporation
representing 23.3 percent of the shares outstanding.  The
reporting persons previously owned 11,064,684 common shares at
Feb. 19, 2014.  A copy of the regulatory filing is available for
free at http://is.gd/nTzH7O

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corp reported a net loss of $27.30 million for the three
months ended Oct. 31, 2013.  Zale Corp disclosed net earnings of
$10.01 million for the year ended July 31, 2013, as compared with
a net loss of $27.31 million for the year ended July 31, 2012.
The Company incurred a net loss of $112.30 million for the year
ended July 31, 2011 and a net loss of $93.67 million for the year
ended July 31, 2010.

As of Oct. 31, 2013, Zale Corporation had $1.31 billion in total
assets, $1.16 billion in total liabilities and $152.95 million in
total stockholders' investment.


ZALE CORP: Has 43.1 Million Common Shares Outstanding
-----------------------------------------------------
Z Investment Holdings, LLC, an affiliate of Golden Gate Capital,
exercised all of its warrants to purchase shares of Zale
Corporation Common Stock at an exercise price of $2.00 per share.
As a result of the exercise of the warrants, Zale has
approximately 43.1 million common shares outstanding, of which Z
Investment Holdings, LLC, received 10,022,075 shares, or
approximately 23 percent of the common shares outstanding, upon
exercise.

The warrants were issued to Z Investment Holdings LLC in May 2010
in connection with the execution of the Company's senior secured
term loan.  As permitted by their terms, the exercise price for
the warrants was paid through the surrender of warrants to
purchase 1,042,609 shares of Zale Common Stock.

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corp reported a net loss of $27.30 million for the three
months ended Oct. 31, 2013.  Zale Corp disclosed net earnings of
$10.01 million for the year ended July 31, 2013, as compared with
a net loss of $27.31 million for the year ended July 31, 2012.
The Company incurred a net loss of $112.30 million for the year
ended July 31, 2011 and a net loss of $93.67 million for the year
ended July 31, 2010.

As of Oct. 31, 2013, Zale Corporation had $1.31 billion in total
assets, $1.16 billion in total liabilities and $152.95 million in
total stockholders' investment.


ZOGENIX INC: Corrects "False" Statements About Zohydro
------------------------------------------------------
Zogenix, Inc., issued a statement addressing comments made by the
Administrator of the U.S. Drug Enforcement Administration
regarding the Company's product, ZohydroTM ER (hydrocodone
bitartrate) extended-release capsules, the first and only extended
release hydrocodone product without acetaminophen.

     "We are extremely disappointed that the U.S. Drug Enforcement
      Administration (DEA) Administrator, as she did in a
      Congressional hearing today, would repeat misinformation
      about ZohydroTM ER that has been demonstrated to be false.

      As informed health care experts and the U.S. Food and Drug
      Administration have noted for the record, Zohydro ER is no
      more potent than any other hydrocodone medication available.

      The facts are clear: Zohydro ER is the same hydrocodone
      currently available in a number of combination products, but
      without acetaminophen.  In fact, in terms of hydrocodone
      potency, a 10 mg dose of Zohydro ER is actually the exact
      same potency as a 10 mg dose of Vicodin or any other
      hydrocodone product.  There are also many marketed opioids
      that are more potent than hydrocodone such as oxymorphone,
      methadone, hydromorphone and fentanyl.

      In terms of maximum strength in a single pill, all other
      extended-release opioids have a higher dosage strength than
      Zohydro ER.  For example, the highest dosage unit of
      extended-release oxycodone is 80 mg and the highest dosage
      unit of extended-release morphine is 200 mg, both of which
      are substantially higher than the highest dosage unit of
      Zohydro ER (which ranges from 10 mg to 50 mg).

      Zohydro ER is the only acetaminophen-free hydrocodone pain
      reliever available for long-term, daily, severe chronic pain
      patients who are obtaining relief with short-acting
      hydrocodone combination products, but who are at risk for
      potentially fatal liver toxicity due to their daily intake
      of acetaminophen.

      Like our nation's leaders, we are committed to the safe and
      appropriate use of prescription medications.  Zogenix has
      taken extraordinary steps to support the appropriate use of
      Zohydro ER through a voluntary, comprehensive set of
      educational tools and safeguards to augment the FDA industry
      mandated class-wide Risk Evaluation Mitigation Strategy
     (REMS) for extended-release opioids.

      As part of our continued efforts to provide additional
      safeguards against the potential diversion, overdose and
      misuse of Zohydro ER, Zogenix has established an External
      Safe Use Board of experts. Zogenix is also compensating our
      product representatives not on sales volume of Zohydro ER,
      but rather on their efforts to ensure prescribers,
      pharmacists and patients are educated to understand the
      risks and benefits of using extended-release opioids.
      Finally, Zogenix provides patients who are prescribed
      Zohydro ER access to free locking pill bottle caps and
      discounted safe-storage units to prevent others in the home
      from obtaining easy access to medicine that was not
      prescribed for them.

      On behalf of those who suffer with severe chronic pain, we
      will continue to move aggressively to correct false and
      misleading statements about Zohydro ER.  The plight of
      people living with severe chronic pain is too important to
      treat otherwise."

              FDA, HHS Reaffirm Support for Chronic
               Pain Patients Amid Zohydro ER Debate

Health and Human Services (HHS) Secretary Kathleen Sebelius, and
U.S. Food and Drug Administration (FDA) Commissioner Dr. Margaret
Hamburg, called for a balanced approach in the fight against
prescription drug abuse and preserving the protection of the needs
and rights of patients suffering from severe chronic pain.

"It is vitally important for the health and safety of all
Americans that our expert professional regulators and health care
officials in federal and state agencies are allowed to do their
jobs without political interference from politicians who have
neither medical nor scientific training.  Commissioner Hamburg has
made a sensible case that fighting prescription drug abuse in
America requires a comprehensive and coordinated approach without
affecting access to opioid medications, which can have a dramatic
positive effect on the lives of patients suffering from severe
debilitating chronic pain," the statement read.

"We agree with Commissioner Hamburg's call for preserving access
to pain medicines for the patients who need them the most.  We
believe that allowing politicians who have incomplete and false
information to force a reversal of the FDA's considered decision
to approve ZohydroTM ER - or any other medication - after that
agency's painstaking review, would set a very dangerous
precedent."

"The announcement by Vermont today is a case in point.  While we
appreciate the fact that Vermont authorities have not completely
shut the door on chronic pain patients in their state with regard
to access to Zohydro ER, we have serious concerns that they have
added additional restrictions to only one specific product.
Because there are risks of misuse and abuse to all opioid
medications, we believe that any restrictions should be applied to
all Schedule II opioids, including both extended release and
immediate release opioid medications.  These actions in Vermont
and other states that have voiced opposition to Zohydro ER, fly in
the face of sound regulatory and legislative guidance at the
federal level and represent an arbitrary and short-sighted view of
this complex issue."

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Zogenix incurred a net loss of $80.85 million on $33.01 million of
total revenue for the year ended Dec. 31, 2013, as compared with a
net loss of $47.38 million on $44.32 million of total revenue for
the year ended Dec. 31, 2012.

The Company's balance sheet at Dec. 31, 2013, showed $112.50
million in total assets, $94.07 million in total liabilities and
$18.42 million in total stockholders' equity.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's recurring losses from operations and lack of
sufficient working capital raise substantial doubt about its
ability to continue as a going concern.

Zogenix, Inc., issued a letter from its chief executive officer to
the Company's stakeholders addressing certain statements that have
been made about the Company and its product, ZohydroTM ER
(hydrocodone bitartrate) extended-release capsules, the first and
only extended release hydrocodone product without acetaminophen.

Zohydro ER which was approved by the FDA in October 2013 for the
management of pain severe enough to require daily, around-the-
clock, long-term opioid treatment and for which alternative
treatment options are inadequate.

Critics of Zohydro ER have claimed that this treatment is 10 times
stronger than other opioids, 10 times more "lethal" than other
hydrocodone prescription drugs, and that this is the strongest
opioid available.

"All are gross misstatements and fail to consider each of the very
different FDA-approved indications of each product and do not
acknowledge that these products are used to treat a different
severity of pain as reflected by their individual prescribing
labels," the Company asserted.

The letter is available for free at http://is.gd/DtV0sf


* Brazilian Firm Magnifies Focus on Distressed Debt
---------------------------------------------------
Vinod Sreeharsha, writing for The Wall Street Journal, reported
that the investment firm Jive Investments Holding Ltd., which
acquired some of Lehman Brothers Brazilian assets in 2010, is
raising a new $100 million distressed debt fund focused on
nonperforming corporate loans, according to people briefed on the
firm's plans.

According to the report, Jive, which is based in Sao Paulo,
expects to close the offshore fund this year, possibly as early as
the end of May, said these people, who spoke on the condition of
anonymity because they were not authorized to discuss the plans. A
Jive representative declined to comment.

The new fund is distinct from the distressed real estate funds
that Jive already runs, the report related.  Its structure is also
expected to be more traditional, with Jive acting as the general
partner and the largely foreign investors as limited partners. The
firm is in advanced discussions with United States and British
backers, one person said.

The move is likely to jump-start a still nascent market, the
report further related.  Brazil has few sellers of distressed
assets, especially nonperforming corporate loans. While foreign
banks, in particular Citigroup and Banco Santander Brasil, have
led the way, Brazil's highly liquid banks have so far not felt
pressure to follow suit.

Still, KPMG estimates sales of loan portfolios in Brazil are $10
billion to $20 billion a year, the report said.  In addition to
Jive, big players in the market here include Discovery, owned by
BTG Pactual, and RCB Investimentos.


* BOND PRICING -- For the Week of March 31 to April 4, 2014
-----------------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
AGY Holding Corp        AGYH    11.000    95.000     11/15/2014
Alion Science &
  Technology Corp       ALISCI  10.250    73.640       2/1/2015
Bear Stearns
  Cos LLC/The           JPM      3.080    99.000      4/10/2014
Brookstone Co Inc       BKST    13.000    46.000     10/15/2014
Brookstone Co Inc       BKST    13.000    52.750     10/15/2014
Brookstone Co Inc       BKST    13.000    46.000     10/15/2014
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    39.125     12/15/2014
Champion
  Enterprises Inc       CHB      2.750     0.250      11/1/2037
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175     9.450      1/30/2037
Energy Future
  Holdings Corp         TXU      5.550    40.000     11/15/2014
FairPoint
  Communications
  Inc/Old               FRP     13.125     1.000       4/2/2018
James River Coal Co     JRCC     7.875    13.830       4/1/2019
James River Coal Co     JRCC     4.500    10.500      12/1/2015
James River Coal Co     JRCC    10.000    13.000       6/1/2018
James River Coal Co     JRCC    10.000    13.125       6/1/2018
James River Coal Co     JRCC     3.125    10.650      3/15/2018
LBI Media Inc           LBIMED   8.500    30.000       8/1/2017
MF Global
  Holdings Ltd          MF       6.250    47.625       8/8/2016
MF Global
  Holdings Ltd          MF       1.875    50.063       2/1/2016
MModal Inc              MODL    10.750    24.000      8/15/2020
MModal Inc              MODL    10.750    26.000      8/15/2020
Momentive
  Performance
  Materials Inc         MOMENT  11.500    33.000      12/1/2016
NII Capital Corp        NIHD    10.000    43.093      8/15/2016
OnCure Holdings Inc     RTSX    11.750    48.875      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Pulse
  Electronics Corp      PULS     7.000    80.000     12/15/2014
Quicksilver
  Resources Inc         KWK     11.750   102.228       1/1/2016
Radnet Management Inc   RDNT    10.375   102.688       4/1/2018
Residential
  Capital LLC           RESCAP   6.875    32.000      6/30/2015
River Rock
  Entertainment
  Authority/The         RIVER    9.000    39.125      11/1/2018
Savient
  Pharmaceuticals Inc   SVNT     4.750     0.250       2/1/2018
THQ Inc                 THQI     5.000    43.500      8/15/2014
TMST Inc                THMR     8.000    20.000      5/15/2013
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    22.750       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     7.000      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     2.000      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     5.480      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    21.000       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     2.500      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     2.500      11/1/2016
Thunderbird
  Resources
  Equity Inc            GMXR     9.000     1.125       3/2/2018
USEC Inc                USU      3.000    35.875      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.375    55.451       8/1/2016
Western Express Inc     WSTEXP  12.500    66.125      4/15/2015
Western Express Inc     WSTEXP  12.500    66.125      4/15/2015




                             *********

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.

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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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