TCR_Public/140411.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, April 11, 2014, Vol. 18, No. 100

                            Headlines

808 RENEWABLE ENERGY: Marcum Expresses Going Concern Doubt
ABERDEEN LAND: Hires Fletcher & Fischer as Special Counsel
ABNER'S INC: Restaurant Chain Files for Chapter 11 Bankruptcy
ALLY FINANCIAL: Prices Stock Offering at Low End of Guidance
ASHLEY STEWART: FTC Drops Objection to Consulting Agreement

ASHLEY STEWART: Court Okays Bidding Procedures; Bids Due April 15
ASHLEY STEWART: Court OKs $2.5MM Payment to Critical Vendors
ASHLEY STEWART: Wants to Extend James Rhee's Employment as CFO
ATP OIL: Has Until April 30 to Decide on Remaining BOE Leases
BARRACKS ROW: Won't Close Restaurants, Lawyer Says

BAY AREA FINANCIAL: Wants to Sell Property to Meko Family
BESRA GOLD: Receives Notice to Cure From 2014 Note Holders
BG MEDICINE: Deloitte & Touche LLP Raises Going Concern Doubt
BODY CENTRAL: PricewaterhouseCoopers Raises Going Concern Doubt
BRASA HOLDINGS: S&P Lowers Rating on $225MM Loan to 'B'

C&K MARKET: Sunstone Allowed Unsecured Claim for Breakup Fee
CACHET FINANCIAL: Lurie Besikof Expresses Going Concern Doubt
CENTRAL VENTURES: NH Property Slated for May 1 Foreclosure Sale
CHINA POWER: Suspends Obligation to File Periodic Reports
COLOR STAR: Hires Simon Ray as Conflicts Counsel

COMPUTER GRAPHICS: Reports $99K Net Loss in Dec. 31 Quarter
CREATION'S GARDEN: Rejects Leases for Six Valencia Facilities
CREATION'S GARDEN: BofA Allowed to Foreclose on MDG Properties
CRUMBS BAKE SHOP: Rothstein Kass Has Going Concern Doubt
DANIEL WOSKA & ASSOC: Case Summary & 20 Top Unsecured Creditors

DETROIT, MI: New Offers Proposed for Art in City's Bankruptcy
DETROIT, MI: Has Approval to Tap $120MM for Infra Improvements
DIAMOND RESORTS: S&P Assigns 'B' CCR & Rates $470MM Loans 'B'
DIOCESE OF HELENA: Court Allows Suits v. Ursulines to Proceed
DOLAN COMPANY: Deadline to File Dischargeability Complaints Looms

EBENEZER CHURCH: Case Summary & 10 Largest Unsecured Creditors
ELLEN MCCRACKEN: Court Denies Bid to Avoid Wells Fargo Lien
ENERGY FOCUS: Plante & Moran PLLC Raises Going Concern Doubt
ENVISION SOLAR: Jack Schneider Appointed as Director
FIRST NATIONAL: Reports $6.4 Million Net Income in 2013

FLORIDA EAST: Moody's Affirms 'Caa1' Corporate Family Rating
FLURIDA GROUP: Reports $328K Net Income in 2013
GARLOCK SEALING: Judge Wants Leaked Transcripts Destroyed
GENERAL MOTORS: Raises Recall Costs to $1.3 Billion
GENERAL STEEL: Posts $42.6-Mil. Net Loss in 2013

GENIUS BRANDS: Effecting a 1-for-100 Reverse Stock Split
GLACIAL ENERGY: Files for Chapter 11 Bankruptcy
GLOBAL GEOPHYSICAL: US Trustee Forms 7-Member Creditor's Panel
GRIDWAY ENERGY: Case Summary & 20 Largest Unsecured Creditors
GULF STATES: Court Denies Disbursing Agent's Motion to Reconsider

HDOS ENTERPRISES: Court Approves Proposed Payment to Utility Firms
HERON LAKE: Granite Falls Names Governor, Alternate Appointees
HEXCEL CORP: S&P Puts 'BB+' CCR on CreditWatch Positive
HI-CRUSH PARTNERS: Moody's Assigns 'B2' Corporate Family Rating
HI-CRUSH PARTNERS: S&P Assigns 'B+' CCR & Rates $200MM Loan 'B'

HIGH LINER: S&P Affirms 'B+' CCR & Rates $300MM Sr. Loan 'B+'
IMS HEALTH: S&P Raises CCR to 'BB-' & Removes Rating From Watch
INTERNATIONAL KNIFE: Summary Judgment Bid in Copyright Suit Nixed
JAMES RIVER: S&P Lowers CCR to 'D' on Chapter 11 Filing
JMF AUTOMOTIVE: Case Summary & 3 Largest Unsecured Creditors

KID BRANDS: Executes Waiver & Amendment to Credit Agreement
LEHIGH VALLEY RACQUET: Bank Lenders Shutter Fitness Club
LILY GROUP: Court Approves Jefferson & Brewer as CRO
LITHIUM TECHNOLOGY: Verdant Energy Stake at 59.1% as of April 3
LONG BEACH MEDICAL: April 25 Set as Claims Bar Date

LPATH INC: Files Post-Effective Amendment to Form S-1
LYON WORKSPACE: Settlement With Sentry Insurance Approved
MASON COPPELL: Court Okays Sale Protocol; Bid Deadline Today
MASON COPPELL: Mesquite Has $175,000 Financing From 2 Vendors
MASON COPPELL: Texas Agencies Want to Preserve Recoupment Rights

MILLINEUM MAINTENANCE: Case Summary & 5 Top Unsecured Creditors
MJC AMERICA: EWB Agrees to Continued Cash Collateral Use
MMRGLOBAL INC: Projects Record First Quarter Revenue
MOBILESMITH INC: Cherry Bekaert LLP Raises Going Concern Doubt
MOMENTIVE PERFORMANCE: Eyes Chapter 11 Bankruptcy Filing

MONTREAL MAINE: Derailment Victims' Ch. 11 Plan Gets Nixed
MOUNTAIN PROVINCE: Posts C$26.6-Mil. Net Loss in 2013
NEPHROS INC: Obtains $2.1 Million From Rights Offering
NEW ACADEMY: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
OVERSEAS SHIPHOLDING: Gets Approval of Plan Support Agreement

PACIFIC GOLD: Okays Assignment of $100,000 Outstanding Notes
PANACHE BEVERAGE: Annual Stockholders' Meeting Set on June 18
PETROFORTE BRASILEIRO: Judge Grants Ch. 15 Petition
PETRON ENERGY: Investor Swaps Debt for Shares
PGX HOLDINGS: S&P Withdraws 'B' CCR at Company's Request

PHARMAGEN INC: M&K CPAs Raises Going Concern Doubt
PHILADELPHIA ENTERTAINMENT: Files Ch. 11 Liquidation Plan
PHILADELPHIA ENTERTAINMENT: Employs DLA Piper as Counsel
PHILADELPHIA ENTERTAINMENT: Taps Cozen O'Connor as Litig. Counsel
PLYMOUTH OIL: Fights Creditor's Chapter 7 Conversion Motion

PUERTO RICO: Big Hedge Funds Roll Dice on Debt
PULSE ELECTRONICS: J. Dickson Quits as SVP, CIO & Human Resources
PURADYN FILTER: Liggett, Vogt & Webb Raises Going Concern Doubt
QUANTUM FOODS: Section 341(a) Meeting Continued to April 21
QUANTUM FOODS: Bid Deadline April 16, Auction the Next Day

QUARTZ HILL: Gets Interim Approval to Hire Ehrenstein as Counsel
QUIZNOS CORP: Delays Chapter 11 Exit
RAMS ASSOCIATES: Approved to Employ Withum Smith as Accountants
RED MOUNTAIN MOTORSPORTS: Case Summary & Top Unsecured Creditors
REGIONAL CARE: No Creditors' Committee Appointed

REGIONAL CARE: Thomas Murphy Named as Consumer Privacy Ombudsman
RHYTHM & HUES: H. Alexander Fisch Withdraws as Counsel
SEANERGY MARITIME: Completes Financial Restructuring Plan
SENSATA TECHNOLOGIES: S&P Raises CCR to 'BB+'; Outlook Stable
SHOTWELL LANDFILL: Amends Schedules of Assets and Liabilities

SHOTWELL LANDFILL: Withdraws Application to Employ Keith Johnson
SIMPLY WHEELZ: LRAA Balks at Extension of Lease Decision Period
SIMPLY WHEELZ: Airports Balk at Sale of Excluded Assets
SIMPLY WHEELZ: Settlement Agreement With Hertz Amended
SORENSON COMMS: KCC Approved as Administrative Advisor

SORENSON COMMS: Can Hire Moelis as Investment Banker
SORENSON COMMS: AlixPartners Okayed as Restructuring Advisor
SORENSON COMMUNICATIONS: Pachulski Stang Okayed as Co-Counsel
SORENSON COMMUNICATIONS: Resolves IRS's Objection to Ch 11 Plan
SPRINT INDUSTRIAL: $15MM Add-on Debt No Impact on Moody's B3 CFR

SPRINT INDUSTRIAL: S&P Retains 'B+' Rating Following $15MM Add-On
STELLAR BIOTECHNOLOGIES: Conference Call Held April 10
STEREOTAXIS INC: Ernst & Young LLP Raises Going Concern Doubt
STHI HOLDING: S&P Affirms 'B' CCR; Outlook Stable
STRATUS TECHNOLOGIES: S&P Assigns 'B+' CCR; Outlook Stable

SUGARLEAF TIMBER: Plan Confirmation Order Stayed
TASC INC: Moody's Affirms B3 CFR & Changes Outlook to Negative
TRUCKEE RIVER: Case Summary & 2 Largest Unsecured Creditors
TUSCANY INT'L: Disclosure Statement Okayed; Plan Hearing May 19
UNIVERSAL HEALTH: Court OKs Genovese as Trustee's Special Counsel

USEC INC: Hires Logan & Company as Administrative Advisor
USEC INC: Hires Vinson & Elkins as Special Counsel
USEC INC: Taps AP Services to Provide Interim Services and CRO
USEC INC: Taps KPMG LLP as Accounting Services Provider
USEC INC: Hires PwC as Independent Auditor

VECTOR GROUP: S&P Affirms 'B' CCR Following Upsized Sr. Notes
VERMILLION INC: Removes Web Pages Pertaining to Laboratory
VISCOUNT SYSTEMS: Dale Matheson Raises Going Concern Doubt
VYCOR MEDICAL: Incurs $2.5 Million Net Loss in 2013
VYCOR MEDICAL: Fountainhead Stake at 49.9% as of March 31

WAFERGEN BIO-SYSTEMS: Conference Call Held to Discuss Results
WAVE SYSTEMS: To Offer 5 Million Class A Shares Under Option Plan
WPX ENERGY: S&P Revises Outlook to Negative & Affirms 'BB+' CCR
XECHEM INTERNATIONAL: "Swift" Action v. Pandey et al. Dismissed
YOSHI'S SAN FRANCISCO: Hires McNutt Law as Bankruptcy Counsel

YOSHI'S SAN FRANCISCO: Hires GCE Group as Consultant and CRO
YSC INC: U.S. Court Approves Sam Lee as Broker
ZOOM TELEPHONICS: Marcum Raises Going Concern Doubt

* MRC Sells Multifamily Property in Manhattan for $24.25 Million
* Big Car Makers in Race to Recall

* BOOK REVIEW: From Industry to Alchemy: Burgmaster, A Machine
               Tool Company


                             *********


808 RENEWABLE ENERGY: Marcum Expresses Going Concern Doubt
----------------------------------------------------------
808 Renewable Energy Corporation filed with the U.S. Securities
and Exchange Commission on March 31, 2014, its annual report on
Form 10-K for the year ended Dec. 31, 2013.

MaloneBailey LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has suffered recurring losses from operations and negative cash
flows from operations.

The Company reported a net loss of $1.20 million on $1.06 million
of net revenues in 2013, compared with a net loss of $3.38 million
on $1.77 million of net sales in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $5.52 million
in total assets, $0.59 million in total liabilities, and
stockholders' equity of $4.93 million.

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

                        http://is.gd/gQM2Cp

Garden Grove, Calif.-based 808 Renewable Energy Corporation --
http://www.808renewableenergy.com/-- engages in the design,
construction, engineering, and management of energy systems in the
United States.  Its energy systems produce electricity, gas, heat,
or cooling from renewable sources of energy.  The company is also
involved in the purchase and sale of power generation equipment.


ABERDEEN LAND: Hires Fletcher & Fischer as Special Counsel
----------------------------------------------------------
Aberdeen Land II, LLC seeks authorization from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Leigh Kellett
Fletcher and the law firm of Fletcher & Fischer, P.L. as special
counsel, nunc pro tunc to Jan. 1, 2014.

The Debtor seeks to employ Leigh Kellett Fletcher and the law firm
of Fletcher & Fischer as its special counsel to assist the Debtor
in dealing with all aspects of the Community Development District
(the "CDD") governing the Aberdeen Development, as well as any and
all issues related to the special assessments levied on the
Debtor's property by the CDD and those certain bonds issued by the
CDD to various bondholders (collectively, the "CDD Issues").

Fletcher & Fischer will be paid at these hourly rates:

       Leigh Fletcher             $375
       Tina M. Fischer            $275
       Paralegal                  $75

Fletcher & Fischer will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Leigh Kellett Fletcher, partner of Fletcher & Fischer, 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.

Fletcher & Fischer can be reached at:

       Leigh Kellett Fletcher, Esq.
       FLETCHER & FISCHER, P.L.
       501 East Kennedy Blvd, Ste. 802
       Tampa, FL 33602-5237
       Tel: (813) 898-2828
       Fax: (813) 898-2838
       E-mail: lfletcher@fletcherfischer.com

                      About Aberdeen Land II

Aberdeen Land II, LLC, doing business as Aberdeen, owns
a 1,316-acre master- planned community near Jacksonville, Florida.
The project is designed for 1,623 single-family homes and 395
multi-family units.  More than 1,000 units have been sold, leaving
Aberdeen with 856 undeveloped lots and 28.1 acres zoned for
commercial or residential use.

Aberdeen filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
13-04103) on July 1, 2013, in Jacksonville, Florida.  The Debtor
has tapped Genovese Joblove & Battista, P.A., as counsel, Kapila &
Company as accountant, Kellerhals Ferguson Fletcher Kroblin, PLLC,
as special counsel, and Fishkind & Associates as expert
consultants.

Aberdeen owes $24 million in bonds that financed the project and
more than $20 million to secured lenders with mortgages on the
property.

In its amended schedules, the Debtor disclosed $41,165,861 in
assets and $31,189,704 in liabilities as of the petition date.

No creditors' committee was appointed in the case.


ABNER'S INC: Restaurant Chain Files for Chapter 11 Bankruptcy
-------------------------------------------------------------
Abner's, Inc., in Oxford, Miss., filed for Chapter 11 bankruptcy
(Bankr. N.D. Miss. Case No. 14-11227) on March 28, 2014, in
Aberdeen.  The Company owns the Abner's Famous Chicken Tenders
restaurant chain, which consists of six outlets in Mississippi and
Tennessee.  Judge Jason D. Woodard presides over the case.  The
Law Offices of Craig M. Geno PLLC serves as the Debtor's counsel.
In its petiton, Abner's estimated $1 million to $10 million in
both assets and liabilities.  The petition was signed by James
Abner White, president.

WTVA.com reports court document shows the Company owes less than
20 creditors, who will be briefed further on the proceedings
during a meeting next month in Oxford.  The report relates former
Ole Miss football player Abner White founded the Company in 1993.
It features a sports-themed atmosphere that includes photos from
college and professional athletes with ties to Mississippi.


ALLY FINANCIAL: Prices Stock Offering at Low End of Guidance
------------------------------------------------------------
Matt Jarzemsky and Andrew R. Johnson, writing for The Wall Street
Journal, reported that auto lender Ally Financial Inc.'s initial
public offering priced at the low end of its expected range,
raising some $2.38 billion for the U.S. Treasury Department.

According to the Journal, the deal marks the largest U.S.-listed
IPO of the year and sharply reduces the U.S. government's stake in
the former General Motors financing arm. The Treasury agreed to
sell 95 million shares -- before the potential sale of additional
shares to underwriters -- for $25 apiece, Ally and the Treasury
both said.

Ally had expected the Treasury to sell the shares for $25 to $28
each, according to a regulatory filing, the Journal related.

Ally itself isn't selling any stock in the deal, the Journal
pointed out.  The Treasury said Wednesday that the sale will
reduce its stake in the Detroit-based company, formerly known as
GMAC, to 17% from 37%.

Michael J. De la Merced, writing for The New York Times' DealBook,
reported that Ally is the government's last remaining holding from
its enormous bailouts of the financial and auto industries.

                      About Ally Financial

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

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

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

                           *     *     *

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

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

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


ASHLEY STEWART: FTC Drops Objection to Consulting Agreement
-----------------------------------------------------------
The operator of Fairlane Town Center in Dearborn, Michigan, said
that it dropped its objection to the consulting agreement in light
of the letter agreement it made with Ashley Stewart Holdings
Inc.'s consultant to resolve the objection.

The consulting agreement between Ashley and Gordon Brothers Retail
Partners LLC governs the conduct of the company's store closing
sales at 27 locations around the United States.  It was approved
on March 12 by U.S. Bankruptcy Judge Michael Kaplan.

On March 21, Ashley and Gordon revised the agreement to enable the
latter to conduct closing sales at 23 additional stores, including
Store No. 209 located in Fairlane Town Center.

Ashley leases the facility from Fairlane Town Center LLC (which
operates the shopping center) pursuant to a written lease they
executed on March 5.  The lease prohibits Ashley from conducting
an auction, going-out-of-business or bankruptcy sale at the leased
facility.

On March 24, FTC filed with the U.S. Bankruptcy Court in New
Jersey an objection to the request of Ashley to organize,
advertise or conduct the sales pursuant to the company's agent's
own discretion without regard to the lease.

                      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: Court Okays Bidding Procedures; Bids Due April 15
-----------------------------------------------------------------
The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey approved on April 3, 2014, Ashley Stewart
Holdings, Inc., et al.'s bidding procedures in connection with the
sale of substantially all of the Debtors' assets, despite an
objection by the owners or agents for the owners of certain
properties at which Debtors operate retail stores pursuant to
written leases.

Brixmor Property Group, Inc., Mid-America Asset Management, Inc.,
Morris Property Management The Hub LLC and Phillips Edison &
Company's March 31, 2014 objection stated that there is no
authority in the Bankruptcy Code for the Debtors to simply sell
the rights to operate the stores to some other party short of
assumption and assignment of the leases.  "There must be a formal
agreement between the Debtors and buyer which will protect the
rights of Objecting Landlords," Dean C. Waldt, Esq., at Ballard
Spahr LLP, the attorney for the Objecting Landlords claimed.

The Debtors have entered into an asset purchase agreement dated as
of March 28, 2014, with Butterfly Acquisition Co., Inc., an
affiliate of Clearlake Capital Group to establish a minimum
bidding price for the Debtors' Assets.  A copy of the asset
purchase agreement and the bidding procedures is available for
free at http://is.gd/zzu3yO

Bids for the Assets must be submitted by April 15, 2014, at
5:00 p.m. (prevailing Eastern Time).  If the Debtors receive more
than one bid that meets the qualification standards set forth in
the Bidding Procedures, the Debtors will conduct an auction for
the sale of the Assets on April 17, 2014, at 10:00 a.m.
(prevailing Eastern Time).  To be deemed a qualified bidder and
participate in the auction, each potential bidder must deliver,
among other things, total consideration with a value of at least
$18 million, plus (i) assumption of liabilities, (ii) the maximum
break-up fee, (iii) the maximum expense reimbursement, (iv) the
initial overbid in the amount of $200,000.  A cash deposit in the
amount of 10% of the total consideration offered in the bid will
be placed into escrow with a mutually acceptable escrow agent.

Subsequent bids will not be less than $100,000 in total
consideration in excess of the preceding bid subject to the
Debtors' ability to adjust the bidding increments in accordance
with the Bidding Procedures.

Following the approval of the Sale, if the prevailing bidder fails
to consummate an approved Sale, the Debtors will be authorized to
deem the next highest or otherwise best qualified bid.

In the event that the Stalking Horse Bidder is not the prevailing
bidder at the Auction, the Stalking Horse Bidder will be entitled
to receive from the proceeds of the consummated third-party sale
an amount in cash equal to (A) 3.0% of the sum of (i) the purchase
price, (ii) the amount of assumed liabilities, and (iii) the
amount of cure payments actually paid by or on behalf of the
Debtors, and (B) reimbursement of the Stalking Horse Bidder's out-
of-pocket fees and expenses incurred in connection with the
transaction contemplated by the Stalking Horse Purchase Agreement,
up to a maximum amount of $400,000.

Objections, if any, to the Sale (i) as contemplated by the
Stalking Horse Purchase Agreement must be filed by April 14, 2014,
at 5:00 p.m. (prevailing Eastern Time) or (ii) as contemplated by
a prevailing bidder other than the Stalking Horse Bidder must be
filed by April 21, 2014, at 12:00 p.m. (prevailing Eastern Time).

A sale hearing will be held to confirm the results of the Auction,
on April 22, 2014, at 1:00 p.m. (prevailing Eastern Time).   The
Debtors expect to close the Sale prior to the end of April.

The Objecting Landlords are represented by:

      Ballard Spahr LLP
      Dean C. Waldt, Esq.
      Grant L. Cartwright, Esq.
      210 Lake Drive East, Suite 200
      Cherry Hill, NJ 08002-1163
      Tel: (856) 761-3400
      Fax: (856) 761-1020
      E-mail: waldtd@ballardspahr.com

                   and

      David L. Pollack
     (Admitted pro hac vice)
      Jon Pearson
      51st Fl - Mellon Bank Center
      1735 Market Street
      Philadelphia, Pennsylvania 19103
      Tel: (215) 864-8325
      Fax: (215) 864-9473
      E-mail: pollack@ballardspahr.com

                      About Ashley Stewart

Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart
Inc., AS IP Holdings Inc. and NAS Gift LLC are specialty retailers
of apparel and accessories catering to plus-sized women.  They
distribute products through their e-commerce site,
www.ashleystewart.com, and through www.amazon.com.  They 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.
The Hon. Michael B. Kaplan oversees the case.
Ashley Stewart Holdings estimated assets and liabilities of at
least $10 million.  As of the Petition Date, Ashley Stewart
operated 168 stores in 24 states, Washington D.C. and the United
States Virgin Islands, with approximately 1,750 employees.

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: Court OKs $2.5MM Payment to Critical Vendors
------------------------------------------------------------
The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey has authorized Ashley Stewart Holdings,
Inc., et al., to pay certain prepetition claims of 12 certain
critical vendors, up to the total amount of $2.5 million.

The Debtors will provide a list of Critical Vendors on a
confidential basis to the Office of the U.S. Trustee for the
District of New Jersey and counsel to the Official Committee of
Unsecured Creditors once appointed.  The Debtors reserve the right
to update the list of Critical Vendors in the exercise of their
business judgment.

The prepetition trade amount owed to Critical Vendors represents
approximately 15% of the Debtors' total prepetition trade
obligations of approximately $17 million.  Approximately 40% of
the Critical Vendor Cap would potentially be used to pay amounts
which may be entitled to administrative priority.

The Debtors said in their March 10, 2014 court filing that the
Critical Vendors supply certain merchandise, supplies and services
that are critical to the Debtors' ability to sustain their
operations.  The Debtors believe that the failure to pay the
Critical Vendor Claims would result in the Critical Vendors
refusing to provide goods to the Debtors postpetition which could
have an immediately devastating effect on the Debtors' ability to
operate their businesses.

                      About Ashley Stewart

Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart
Inc., AS IP Holdings Inc. and NAS Gift LLC are specialty retailers
of apparel and accessories catering to plus-sized women.  They
distribute products through their e-commerce site,
www.ashleystewart.com, and through www.amazon.com.  They 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.
The Hon. Michael B. Kaplan oversees the case.
Ashley Stewart Holdings estimated assets and liabilities of at
least $10 million.  As of the Petition Date, Ashley Stewart
operated 168 stores in 24 states, Washington D.C. and the United
States Virgin Islands, with approximately 1,750 employees.

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: Wants to Extend James Rhee's Employment as CFO
--------------------------------------------------------------
Ashley Stewart Holdings, Inc., et al., ask the Hon. Michael B.
Kaplan of the U.S. Bankruptcy Court for the District of New Jersey
to authorize the Debtors to assume the employment agreement with
James C. Rhee, to extend the basic terms of Mr. Rhee's existing
employment as interim president and interim chief financial
officer through June 30, 2014, or the closing of sale.

In August 2013, as part of a change in senior management taken by
Ashley Stewart, Mr. Rhee resigned from his position as chairman of
the board of directors of Ashley Stewart Holdings, Inc., and was
appointed, by unanimous decision of the then Board of Directors,
to serve as Interim President and Interim CFO.  Prior to March 1,
2014, Mr. Rhee had been operating under that certain employment
agreement and that certain indemnification agreement, dated as of
Aug. 26, 2013, between Mr. Rhee and Holdings that was set to
expire on Feb. 26, 2014.

Ashley Stewart's board of directors determined it was in the best
interests of Ashley Stewart to extend the basic terms of Mr.
Rhee's existing employment agreement for a limited duration in
order to maneuver Ashley Stewart through the closing of an
anticipated sale.  Among other responsibilities, Mr. Rhee is
presently spearheading the Debtors' efforts to consummate a going
concern sale of all or substantially all of the Debtors' assets
that maximizes value for all creditors and preserves a significant
number of jobs for the Debtors' employees.

To effectuate the extension, the board of directors negotiated and
approved an amendment to Mr. Rhee's existing employment agreement.
The Debtors now seek to assume the employment agreement, including
the amendment.

Mr. Rhee will be paid $50,000 per month payable not less
frequently than monthly in accordance with the payroll practices
of the company.  In the event of a Sale of the company during the
term or during the six-month period thereafter, following the
close of the sale, the company will pay to Mr. Rhee a bonus in an
amount equal to the sum of (i) 3% of net proceeds between $0 and
$2.5 million, (ii) 6% of net proceeds between $2.5 million and
$5 million, and (iii) 10% of net proceeds in excess of $5 million.

                      About Ashley Stewart

Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart
Inc., AS IP Holdings Inc. and NAS Gift LLC are specialty retailers
of apparel and accessories catering to plus-sized women.  They
distribute products through their e-commerce site,
www.ashleystewart.com, and through www.amazon.com.  They 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.
The Hon. Michael B. Kaplan oversees the case.
Ashley Stewart Holdings estimated assets and liabilities of at
least $10 million.  As of the Petition Date, Ashley Stewart
operated 168 stores in 24 states, Washington D.C. and the United
States Virgin Islands, with approximately 1,750 employees.

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.


ATP OIL: Has Until April 30 to Decide on Remaining BOE Leases
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, extended until April 30, 2014, the date by which
ATP Oil & Gas Corporation may decide to assume or reject the oil
and gas leases, rights of way, and rights of use and easement with
Bureau of Ocean Energy Management as counterparty.

                            About ATP Oil

Houston, Texas-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel.  Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A seven-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.


BARRACKS ROW: Won't Close Restaurants, Lawyer Says
--------------------------------------------------
Rebecca Cooper, writing for Washington Business Journal, reported
that Barracks Row Entertainment, the owner of several restaurants
including Hawk 'n' Dove, Molly Malone's and Lola's, don't expect
to close any of the establishments in light of its Chapter 11
bankruptcy protection filing, according to the Company's attorney.

The bankruptcy "was necessitated by a debt related issue that has
nothing to do with operations, and we don't anticipate any changes
at this time that would be noticed by the public," said Larry
Yumkas, Esq., an attorney for the company, the report said.

The restructuring was brought on by declining margins at the
restaurants, according to a statement from the group.

"After careful consideration of available alternatives, we
determined that a Chapter 11 filing was a prudent and necessary
step to maintain and enhance operations and allow for a successful
restructuring," William Nimmo, managing member of Barrack's Row
Holdings LLC, said in the statement, according to the report.

Barracks Row Ent Group LLC and nine of its affiliates filed
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.


BAY AREA FINANCIAL: Wants to Sell Property to Meko Family
---------------------------------------------------------
The Hon. Thomas Donahue of the U.S. Bankruptcy Court for the
Central District of California will hold a hearing on April 30,
2014, at 10:00 a.m. to consider Bay Area Financial Corporation's
motion for authorization to sell its residential real property at
5734 Ostin Avenue, Woodland Hills, California 91367 free and clear
of all liens.  The Property is not currently occupied and the
Debtor is not deriving any income from the Property at this time.

The Debtor entered into an agreement for the sale of the Property
to the Meko Family Trust for $670,000, payable as: (i) deposit in
escrow $50,000; and (ii) balance of cash into escrow $660,000.

Upon the close of escrow, real estate brokerage commissions in the
amount of $33,500 or 5% of the purchase price are to be paid.  The
commission will be split 50/50 between the Debtor's real estate
broker Keller Williams Realty and the Purchaser's real estate
agent California Prime Realty.  Unpaid property taxes on the
Property will be paid through escrow.

The closing date of the sale is contemplated to be within 11 days
of the date on which the court order approving the sale of the
Property is entered.  The sale is subject to overbids.  Parties
wishing to participate in the overbid process must present to the
Debtor, five business days prior to the hearing of the sale
motion, a $60,000 good faith deposit, among other things.

Greenpoint Mortgage Funding Inc. currently holds a first priority
lien on the Property in the approximate amount of $368,000.
                   About Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

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

Cash on entering Chapter 11 was about $1.4 million, to be
supplemented by almost $700,000 from an upcoming property
disposition.  There is no secured debt, although $141,000 is owing
on a priority tax claim.  The Debtor disclosed $15,248,851 in
assets and $21,239,663 in liabilities as of the Chapter 11 filing.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the Official Committee of Unsecured Creditors. Shulman
Hodges & Bastian LLP as general counsel of the Committee.


BESRA GOLD: Receives Notice to Cure From 2014 Note Holders
-----------------------------------------------------------
Besra Gold Inc. on April 9 disclosed that it has received a notice
to cure from Euro Pacific Capital Inc. on behalf of holders of its
9% unsecured convertible redeemable notes due March 26, 2014.
Pursuant to the notice to cure, Euro Pacific has noted the Company
in default for failure to pay the principal of CAD6,356,495.82
plus outstanding interest of CAD476,716.18 due on the Notes and
has given 30 days for the Company to cure the default.  Besra is
working closely with Euro Pacific and is communicating regularly
regarding efforts to cure the default.

Besra has signed a consulting agreement with Oriental ES Capital
Group Limited (OES), based in Hong Kong.  Besra has engaged OES to
assist the company with its operating companies' structures and
finances, and government relations, including capital raising
specifically to return Vietnam to full production.  OES is also
facilitating discussions with a number of parties about
acquisition of an interest in Bau, which if successful would
result in development proceeding at Jugan and provide funds to
meet our obligations under the notes.  No assurances can be given
that the Company will be able to raise funds on terms acceptable
to it or at all.

If sufficient funds are not raised within the 30-day cure period,
or the note holders do not agree to a further extension based on a
remedy proposal from the Company, the Directors may consider
pursuing a formal restructuring under statutory protection from
creditors.

In order to fund priority operational expenses while the Company
pursues its financing initiatives, the Company has issued three-
month secured promissory notes secured in an aggregate amount of
US$150,000 to the three lenders to whom promissory notes
aggregating US$300,000 were previously issued (see release dated
February 19, 2014).  One such promissory note holder is a director
of the company.

The lending group will be issued 1,500,000 warrants to acquire
common shares at an exercise price of $0.05 expiring one year from
the date of issuance, subject to all necessary regulatory and
shareholders approvals, including the TSX.

The Company's gold production in Vietnam is now averaging 70 oz
per day from its Phuoc Son plant, following an extended period of
limited production due to severe weather events and circumstances
arising from a disputed export tax assessment, which is expected
to be finally resolved in the Company's favor in the next few
days.  Production at its other mine at Bong Mieu is still
suspended following a series of severe weather incidents late last
year.  Road reconstruction is complete and dewatering is
progressing well, pointing to a return to mining and production
from May 1.  The Company has also lodged an insurance claim of
more than USD4 million for typhoon damage and the resulting loss
of income.

Besra Gold Inc., formerly Olympus Pacific Minerals Inc., --
http://www.besragoldinc.com-- is an international mining company.
The Company is engaged in the exploration, development and
production of mineral properties in Southeast Asia.  Olympus
focuses on its two producing gold mines in Central Vietnam, the
Phuoc Son Gold Property and the Bong Mieu Gold Property.  Both
properties are located in central Vietnam along the Phuoc Son-
Sepon Suture.  The Bong Mieu and Phuoc Son Gold properties are
approximately 74 kilometers apart.  The Company's other properties
include Bau Gold Project, Capcapo Gold-Copper Project, Tien Thuan
Gold Project and GR Enmore Gold Project.


BG MEDICINE: Deloitte & Touche LLP Raises Going Concern Doubt
-------------------------------------------------------------
BG Medicine, Inc., filed with the U.S. Securities and Exchange
Commission on March 27, 2014, its annual report of Form 10-K for
the fiscal year ended Dec. 31, 2013.

Deloitte & Touche LLP expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
Company's recurring losses from operations, recurring cash used in
operating cash flows and stockholders' deficit.

The Company reported a net loss of $15.85 million on $4.07 million
of total revenues in 2013, compared with a net loss of $23.77
million on $2.81 million of total revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $9.35 million
in total assets, $10.42 million in total liabilities, and a
stockholders' deficit of $1.07 million.

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

                       http://is.gd/YdN2Kd

                        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."

BG Medicine reported a net loss of $23.8 million in 2012, compared
with a net loss of $17.6 million in 2011.  As of Sept. 30, 2013,
the Company had $13.56 million in total assets, $12.95 million in
total liabilities and a $610,000 total stockholders' equity.


BODY CENTRAL: PricewaterhouseCoopers Raises Going Concern Doubt
---------------------------------------------------------------
Body Central Corp. filed with the U.S. Securities and Exchange
Commission on March 27, 2014, its annual report of Form 10-K for
the fiscal year ended Dec. 28, 2013.

PricewaterhouseCoopers LLP expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has suffered losses and negative cash flows from
operations.

The Company reported a net loss of $42.31 million on $283.56
million of net revenues for the fiscal year ended Dec. 28, 2013,
compared with net income of $11.95 million on $310.96 million of
net revenues for the fiscal year ended Dec. 29, 2012.

The Company's balance sheet at Dec. 28, 2013, showed
$120.96 million in total assets, $59.97 million in total
liabilities, and stockholders' equity of $60.99 million.

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

                       http://is.gd/u7v2Oi

Founded in 1972, Body Central Corp., a Delaware corporation, is a
multi-channel specialty retailer offering on-trend, quality
apparel and accessories at value prices.  The Company operates
specialty apparel stores under the Body Central and Body Shop
banners, as well as a direct business comprised of the Company's
Body Central catalog and its e-commerce Web sites at
http://www.bodycentral.com/and http://www.bodyc.com/


BRASA HOLDINGS: S&P Lowers Rating on $225MM Loan to 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Brasa Holdings Inc.'s $225 million senior secured first-lien
term loan to 'B' from 'B+'.  S&P also revised its recovery issue
rating on this debt instrument to '3' from '2', indicating its
expectations for meaningful (50%-70%) recovery in the event of
payment default.  The outlook is stable.

Concurrently, S&P affirmed its 'B' corporate credit rating on the
company and 'B-' issue-level and '5' recovery rating on the
company's $25 million second-lien term loan.

"The rating action reflects diminished recovery prospects for the
first-lien term loan lenders following the facility upsize.  The
company's plans to refinance and upsize its first-lien term loan
by $20 million to $225.6 million," said credit analyst Mariola
Borysiak.  "The company will use proceedsfrom the upsize to pay
down $20 million of its $45 million second-lien term loan."

S&P's ratings outlook is stable, reflecting expectation for modest
operational gains as the company manages inflationary pressures
and recently opened restaurants reach maturity and contribute to
profitability.  As a result, S&P forecasts modest improvement of
credit measures.

Downside scenario

S&P could consider a negative rating action if commodities price
inflation and slower than expected ramp-up of recently opened
restaurants hurt profitability such that debt leverage increases
more than 6.5x.  This, in S&P's view, could result in its
reassessment of the company's business risk profile to
"vulnerable" or our use of a "negative" comparable ratings
analysis.

S&P projects that about a 12% decline in EBITDA from its projected
2014 level could result in a downgrade.  In addition, increased
debt leverage to fund a dividend to the company's shareholders,
such that debt leverage exceeds the indicated threshold, would
likely result in a negative rating action.

Upside scenario

Conversely, S&P could consider an upgrade if the company continues
to demonstrate stable performance gains and maintains its debt
leverage consistently under 5x, resulting in S&P's reassessment of
the company's financial risk profile to "aggressive".  In
addition, S&P would consider the likelihood of future debt-
financed transactions in any positive rating actions.


C&K MARKET: Sunstone Allowed Unsecured Claim for Breakup Fee
------------------------------------------------------------
Chief Bankruptcy Judge Frank R. Alley, III, in Oregon ruled that
the Sunstone Business Finance, LLC, is entitled to a claim on
account of the $250,000 breakup fee resulting from C & K Market
Inc.'s decision to enter into a postpetition financing agreement
with another lender, US Bank.  Judge Alley tossed objections filed
by the Official Committee of Unsecured Creditors, the Debtor's
mezzanine lenders and U.S. Bank, which seek to denial of the
breakup fee claim in its entirety.

Judge Alley, however, added that the breakup fee claim is an
unsecured claim, and not entitled to administrative expense
priority.  He dismissed Sunstone's arguments that its pre-petition
actions provided a substantial benefit to the estate, including
the "smooth and successful launching of the bankruptcy case," and
the benefit derived from "softened" lending terms eventually
provided by US Bank.

Prior to filing for bankruptcy, the Debtor had an operating line
of credit with US Bank and, at the time of the petition, was
indebted to the Bank for $33,809,109.  It also was indebted to
mezzanine lenders1 Endeavour Structured Equity and THL Credit, for
a combined total of $30,600,798.

Anticipating the need for reorganization, the Debtor began in the
summer of 2013 what became "arduous" negotiations with the Bank
for a financing package to be put in place when the Debtor filed
for reorganization under Chapter 11.  By autumn, the Debtor
determined that it needed to develop an alternative source of
post-petition financing, and approached several other lenders.
The only lender which appeared willing to respond quickly enough
to be of use was Sunstone.  The Debtor's chief restructuring
officer, Edward Hostmann, asserted that development of an
additional source for DIP financing was necessary for two reasons:
(1) the Debtor wanted an alternative lender to gain leverage in
its negotiations with the Bank, and (2) prudence dictated that the
Debtor have a source of funds to operate post-petition in the
event it was forced to file for relief without an agreement with
the Bank in place.

A proposed lending facility was quickly agreed to, and the Debtor
and Sunstone signed a Term Sheet on October 25, 2013.  Agreed
terms included:

     1. A DIP facility of $5 million to 7.5 million, subject to
bankruptcy court authorization, for use by the Debtor post-
petition for "working capital, and general corporate purposes,
administrative expenses, U.S. Trustee fees, as well as any
expenses approved by the Bankruptcy Court";

     2. Interest on borrowed funds at Prime plus 10% on "all
outstanding obligations," payable monthly;

     3. Administrative priority treatment on unpaid balances;

     4. A security interest in all of the Debtor's assets,
superior in priority to any prior lender's (a "priming first
lien");

     5. Payment of $5,000 to cover Sunstone's out-of-pocket
expenses;

     6. Payment of a "$50,000 fully earned, non-refundable Work
Fee upon full execution of this Term Sheet."

     7. A "facility fee" equal to 5% of the amount of the DIP
facility payable upon final approval of the facility by the court.

     8. A "Breakup Fee" of $250,000, payable in the event the loan
facility was not closed due to the Debtor's election to seek other
financing.

According to the Term Sheet, the purpose of the Breakup Fee was
"to induce Lender to enter into this Term Sheet, to incur time and
expense in participating in the negotiations contemplated herein,
and to set aside the funds necessary to fund the DIP loan while
foregoing pursuit of other lender opportunities. . . ." The Term
Sheet provided that the Lender's commitment would remain
enforceable until a final order approving (other) financing was
approved by the Bankruptcy Court. At that point the Breakup Fee
would become due.  The Term Sheet acknowledges that payment "must
be approved" by the Court.  The Debtor undertook to support
Sunstone's motion for treatment of the Breakup Fee as an
administrative expense.

By the time the Term Sheet was signed, the Debtor and Bank had in
fact made substantial progress in their negotiations, including
establishing an interest rate at LIBOR plus 4.5% to 5%, well below
the interest rate provided for in the Sunstone Term Sheet.  The
Debtor's management revealed to the Bank that it had signed a term
sheet with an alternative lender, but did not reveal the terms of
the competing loan.

The Bank's representatives were unimpressed.  Given the progress
made in their discussions with the Debtor, they did not believe
the Debtor had obtained better terms.  Nevertheless, their
response to the suggestion that Debtor might go elsewhere was
emphatic: unless the DIP facility was with the Bank, the Debtor
would be required to obtain a court order subordinating the Bank's
lien to that of the new lender, and an order allowing the Debtor
to use the Bank's cash collateral, or both.  The Bank made it
clear that the attempt would be hotly contested, at great expense
to all concerned.

The Debtor filed its Chapter 11 petition in November 2013, having
arrived at an agreement with the Bank the day before.  First day
motions included a motion for approval of an order allowing
financing on considerably better terms than offered by Sunstone:

     1. DIP facility: A secured revolving line of credit in an
aggregate principal amount as of any day equal to the lesser of
(1) $23 million; (2) the Borrowing Base plus $12 million; or (3)
certain defined balances plus $4 million.

     2. Interest at LIBOR plus 4.5% to 5%.

     3. Superpriority administrative expense treatment on all
unpaid post-petition advances.

     4. Collateral: A first-priority perfected security interest
and lien in all assets of the Debtor, subject to valid, perfected,
prior pre-petition liens, Priming Interests and Permitted Liens as
described in the Bank's Financing Agreement, and a carveout of
$100,000 for US Trustee fees and professional fees.

     5. A non-refundable "Facility Fee" of $350,000, to be reduced
by 50% if a Plan of Reorganization providing for payment in full
of U.S. Bank's claim on the effective date of the Plan is
confirmed within 9 months of the bankruptcy petition date, or
reduced by $100,000 if such a Plan is confirmed within one year.

    6. Maturity Date: The date that is the earliest of: (1) one
year after the bankruptcy petition date, (2) upon the closing of
any sale under 11 U.S.C. Sec. 363 that is of substantially all of
Debtor's assets, or (3) upon the effective date of a confirmed
Plan of Reorganization.

A final order approving the DIP facility was entered Dec. 27,
2013. The terms varied from the interim order in many respects,
the result of negotiations between the Unsecured Creditors'
Committee and the Bank.  Sunstone does not appear to have been a
factor in these discussions.

According to the Term Sheet, the Breakup Fee came due when the
final order was entered.  Sunstone filed a proof of claim (claim
#72) and a motion for an order allowing the $250,000 claim as an
administrative expense under Code Sec. 503(b). The Committee,
mezzanine lenders and the Bank object, both to the administrative
treatment and the claim itself.  The Debtor supports Sunstone's
motion.

A copy of the Court's April 8 Memorandum Opinion is available at
http://is.gd/6Ly27qfrom Leagle.com.

                       About C&K Market

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

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.  Kurtzman Carson Consultants is the Debtor's
noticing agent.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.

C&K Market has filed a Chapter 11 plan and accompanying disclosure
statement dated Jan. 31, 2014, which provide that each holder of
an allowed general unsecured claim will receive one share of
common stock of the reorganized debtor in exchange for each $10 of
the holder's allowed general unsecured claim and a subscription
right in the event the Debtor elects to consummate a rights
offering.  The Plan provides for the payment in full on the
Effective Date of all Allowed Administrative Expense Claims,
Priority Tax Claims, Other Priority Claims and the Allowed Secured
Claim of U.S. Bank.  The Plan provides for the payment in full
over time, with interest, of all other Secured Claims.  In
general, Secured Creditors with personal property collateral will
be paid in 60 equal amortizing payments, with interest at 5%, and
Secured Creditors with real property collateral will be paid in 84
equal amortizing payments with interest at 5% based on a 25-year
amortization with a balloon payment in seven years.


CACHET FINANCIAL: Lurie Besikof Expresses Going Concern Doubt
-------------------------------------------------------------
Cachet Financial Solutions, Inc., filed with the U.S. Securities
and Exchange Commission on March 31, 2014, its annual report on
Form 10-K for the year ended Dec. 31, 2013.

Lurie Besikof Lapidus & Company, LLP, expressed substantial doubt
about the Company's ability to continue as a going concern, citing
that the Company has incurred negative cash flow from operations
and significant operating losses for the years ended December 31,
2013 and 2012.

The Company reported a net loss of $13.97 million on $1.18 million
of total revenues in 2013, compared with a net loss of $12.9
million on $0.37 million of net revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $1.59 million
in total assets, $11.53 million in total liabilities, and a
stockholders' deficit of $9.93 million.

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

                        http://is.gd/SjJG5d

Minneapolis, Minn.-based Cachet Financial Solutions, Inc. --
http://www.cachetfinancial.com/-- provides remote deposit capture
(RDC) solutions for banks, credit unions, and other financial
institutions.  It offers RDC Select, an integrated platform that
enables financial institutions to build and manage their own RDC
business.


CENTRAL VENTURES: NH Property Slated for May 1 Foreclosure Sale
---------------------------------------------------------------
Phoenix Financial Corp., the present holder of a mortgage by
Central Ventures, Incorporated, has declared a breach of the
conditions of the Mortgage and intends to foreclose.  Accordingly,
Phoenix Financial will hold a public auction commencing at 12:00
noon prevailing eastern time on May 1, 2014, on the mortgaged
premises, 366-378 Central Street, Franklin, County of Merrimack,
New Hampshire 03235.  The auction will be conducted by Paul E.
Saperstein & Company, auctioneers.

Central Ventures is a New Hampshire corporation with a principal
place of business at 119 Coburn Woods, Nashua, New Hampshire
03063.

Phoenix Financial is a Massachusetts corporation with a principal
place of business at 27 Glen Street, Suite 3, Stoughton,
Massachusetts 02072.

The Mortgagee reserves the right to postpone the sale.

The Premises and/or fixtures will be sold on an AS IS, WHERE IS
basis, WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS,
IMPLIED, OR STATUTORY, WHATSOEVER.

In the event that the successful bidder at the foreclosure sale
will default in purchasing the Premises according to the terms of
this Notice of Sale and/or the terms of the Memorandum of Sale
executed at the time of the foreclosure, the Mortgagee will retain
all deposits delivered in connection with the sale, with the
defaulting bidder reimbursing the Mortgagee for all costs and
losses in excess of the deposits delivered.  The Mortgagee further
reserves the right to sell the Premises by foreclosure deed to the
next highest bidder provided that such next highest bidder shall
deposit with Mortgagee's attorneys, Madoff & Khoury LLP, 124
Washington Street, Suite 202, Foxborough, Massachusetts 02035, the
amount of the required deposit as set forth herein within three
business days after written notice of default of the previous
highest bidder, and title shall be conveyed to said next highest
bidder within 30 days of said written notice.

TERMS OF SALE: An earnest money deposit of $10,000 will be
required to be paid in cash or by certified check at the time and
place of sale to bid on the foregoing Premises, such deposits to
be delivered prior to the commencement of the auction to the
auctioneer by all bidders to qualify. The balance of the approved
purchase price must be paid in cash or by certified check within
30 days of the date of the sale, whereupon foreclosure deed to the
Premises shall be delivered from the Mortgagee to the purchaser.

Phoenix Financial Corp. is represented by:

     MADOFF & KHOURY LLP
     124 Washington Street, Suite 202
     Foxborough, MA 02035
     Tel: (508) 543-0040


CHINA POWER: Suspends Obligation to File Periodic Reports
---------------------------------------------------------
Barron Partners is the holder of 3,100,000 shares of CPQQ Series B
Convertible Preferred Stock purchased under the Securities
Purchase Agreement dated as of November 30, 2009 by and among
China Power Equipment Inc. and Barron Partners.  Barron Partners
is also the holder of approximately 2,600,000 shares of CPQQ
common stock purchased.

Reference is made to the SPA, Pursuant to which CPQQ is to not
take any action which would cause its common stock not to be
traded on the OTC Bulletin Board (now the OTCQB).

On March 28, 2014 CPQQ announced that it has suspended its
obligation to file periodic reports under Section 15(d) of the
Securities Exchange Act of 1934, as amended.  This action, if not
reversed immediately, will result in the shares of CPQQ not being
tradable on the OTCQB in direct violation of the SPA.

The total cost of CPQQ stock held by Barron Partners as of the
date of this notice has a value of over $8,000,000, all of which
Barron Partners stands to lose if CPQQ shares fail to be tradable
in the OTCQB.

Please let this letter serve as a notice of a breach of contract
by CPQQ under the SPA for failing to continue trading on the OTC
Bulletin Board.  Demand is hereby made that CPQQ take all actions
reasonable and necessary to continue to have its shares traded on
the OTC Bulletin Board (OTCQB) including, without limitation the
timely filing of all periodic reports under the Securities
Exchange Act of 1934, as amended.  Please advise as to the steps
that CPQQ intends to take to continue to have its shares traded on
the OTC Bulletin Board (OTCQB).

Barron Partners reserves all rights and remedies with respect to
the foregoing, including, without limitation, the right to bring
legal proceedings to enforce its rights and claims against CPQQ.

China Power Equipment, Inc. -- http://www.chinapower-equipment.com
-- is a holding company.  Through its wholly owned subsidiary, An
Sen (Xi'an) Power Science & Technology Co., Ltd. (An Sen) and its
affiliated operating company, Xi'an Amorphous Zhongxi Transformer
Co., Ltd. (Zhongxi), the Company designs, manufactures and
distributes amorphous alloy transformer cores and amorphous alloy
core electricity transformers in the People's Republic of China.
China Power creates a range of amorphous alloy transformer cores
for the transformers that perform this final voltage reduction.
Zhongxi also sells amorphous alloy transformers.  During the year
December 31, 2009, Zhongxi exited from the silicon steel cores or
silicon steel transformers product lines.  In 2009, China Power
discontinued distributing steel core transformers made by other
companies.  China Power has discontinued its legacy silicon steel
transformer business, and no longer is a manufacturer or
distributor of silicon steel transformers.


COLOR STAR: Hires Simon Ray as Conflicts Counsel
------------------------------------------------
Color Star Growers of Colorado, Inc. and its debtor-affiliates
seek authorization from the U.S. Bankruptcy Court for the Eastern
District of Texas to employ Simon, Ray & Winikka LLP as special
conflicts counsel, effective March 12, 2014.

Simon Ray will assist the Debtor with matters relating to an
insurance policy the Debtors have with Lexington Insurance
Company.

The Debtors require Simon Ray to:

   (a) advise the Debtors of their rights and obligations with
       respect to the Lexington insurance policy and related
       Lexington Matters;

   (b) negotiate on behalf of the Debtors;

   (c) prepare, on behalf of the Debtors, any necessary legal
       documents or pleadings required in these bankruptcy cases
       relating to Lexington Matters;

   (d) take such actions as are necessary to preserve and protect
       the Debtors' interests relating to the Lexington policy,
       including, to the extent necessary, prosecution of actions
       on the Debtors' behalf or defending any action commenced
       against the Debtors;

   (e) appear before the Court, and any appellate courts or other
       trial courts as necessary to represent the Debtors on
       Lexington Matters; and

   (f) perform any and all other legal services that may be
       necessary to protect the Debtors' interests with respect
       to the Lexington policy.

Simon Ray will be paid at these hourly rates:

       Daniel P. Winikka             $425
       Partners                    $425-$450
       Senior Associate              $275
       Legal Assistant               $125

Simon Ray will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Daniel P. Winikka, partner of Simon Ray, 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.

Simon Ray can be reached at:

       Daniel P. Winikka, Esq.
       SIMON, RAY & WINIKKA LLP
       2525 McKinnon, Suite 540
       Dallas, TX 75201
       Tel: (214) 871-2292
       Fax: (469) 759-1699
       E-mail: dwinikka@srwlawfirm.com

                       About Color Star

Color Star, a grower and wholesaler of flowers and nursery stock
with greenhouses and distribution centers in Colorado, Missouri
and Texas, filed for Chapter 11 bankruptcy protection in December
2013.

Color Star Growers of Colorado, Inc., and two affiliates filed
Chapter 11 bankruptcy petitions (Bankr. E.D. Tex. Case Nos. 13-
42959 to 13-42961) on Dec. 15, 2013, in Sherman, Texas.  The
petitions were signed by Brad Walker, chief restructuring officer.
The Debtors estimated assets of at least $10 million and
liabilities of at least $50 million.

Marcus A. Helt, Esq., and Evan R. Baker, Esq., at Gardere Wynne
Sewell LLP, serve as the Debtors' counsel.  SSG Advisors, LLC
provides investment banking services, and UpShot Services LLC
serves as claims, noticing and balloting agent.

The Official Committee of Unsecured Creditors appointed in the
Debtors' cases retained Gavin/Solmonese, LLC as financial
advisors; and Raymond J. Urbanik, Esq., Deborah M. Perry, Esq.,
Thomas Berghman, Esq., and Isaac J. Brown, Esq., at Munsch Hardt
Kopf & Harr, PC as attorneys.


COMPUTER GRAPHICS: Reports $99K Net Loss in Dec. 31 Quarter
-----------------------------------------------------------
Computer Graphics International Inc. filed its quarterly report on
Form 10-Q, disclosing a net loss of $99,987 on $834,037 of sales
for the three months ended Dec. 31, 2013, compared with a net loss
of $636,680 on $1.09 million of sales for the same period in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $1.16 million
in total assets, $1.81 million in total liabilities, and a
stockholders' deficit of $652,871.

The Company had accumulated deficit of $2.58 million at Dec. 31,
2013.  These create an uncertainty about the Company's ability to
continue as a going concern.

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

                       http://is.gd/aF85jP

                     About Computer Graphics

Shenzhen, China-based Computer Graphics International, Inc., is a
3D digital visual service provider founded in 2006.  The Company
specializes in providing one-stop-shop service and systems based
on 3D image technology to domestic governments, real estate
developers, game developers, the automotive industry and other
commercial customers.  The Company operates through its wholly-
owned subsidiaries Shenzhen Digital Image Technologies Co.,
Limited and Guangzhou Digital Image Technologies Co., Ltd.

                           *     *     *

As reported in the TCR on Jan. 18, 2013, Clement C. W. Chan & Co.,
in Wanchai, Hong Kong, expressed substantial doubt about Computer
Graphics' ability to continue as a going concern.  The independent
auditors noted that the Company incurred a net loss of US$1.14
million for the year ended Sept. 30, 2012, and has accumulated
losses of US$841,688 at Sept. 30, 2012.


CREATION'S GARDEN: Rejects Leases for Six Valencia Facilities
-------------------------------------------------------------
Creation's Garden Natural Products, Inc. received approval from
U.S. Bankruptcy Judge Vincent Zurzolo to reject its leases for six
facilities located in Valencia, California.

One of the facilities was previously used by the company as its
corporate office.  Creation's Garden leased the facilities from
MDG Capital West LLC, ARKA/Valencia I, LLB Valencia L.P., Cor
Group LLC, and MDG Capital West LLC.

The company would be forced to incur administrative rent for the
facilities totaling approximately $87,718 if the leases were not
rejected, according to court papers.

             About Creation's Garden Natural Products

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

The Debtors are represented by attorneys at Leven, Neale, Bender,
Yoo & Brill L.L.P.  Sherwood Partners, LLC, serves as financial
advisor and marketing consultant.

Creation's Garden Natural Products disclosed assets of $14,398,785
and liabilities of $16,991,488.


CREATION'S GARDEN: BofA Allowed to Foreclose on MDG Properties
--------------------------------------------------------------
U.S. Bankruptcy Judge Vincent Zurzolo has lifted the automatic
stay, allowing Bank of America N.A. to foreclose on three real
properties owned by MDG Capital West, LLC.

The bankruptcy judge lifted the injunction despite an objection
from Creation's Garden Natural Products Inc., which leases the
properties from MDG Capital.

In its objection, Creation's Garden expressed concern that the
foreclosure would strip the company of its rights under the lease
contracts.  The company argued that its rights shouldn't be
affected even if MDG Capital's interest is extinguished upon
foreclosure of the properties.

In response, Bank of America said it should be allowed to
foreclose on the properties without regard to Creation's Garden's
bankruptcy case in light of the company's previous proposal to
reject the leases.  The bank also argued that the company "has no
greater rights in the property than the property's owner."

             About Creation's Garden Natural Products

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

The Debtors are represented by attorneys at Leven, Neale, Bender,
Yoo & Brill L.L.P.  Sherwood Partners, LLC, serves as financial
advisor and marketing consultant.

Creation's Garden Natural Products disclosed assets of $14,398,785
and liabilities of $16,991,488.


CRUMBS BAKE SHOP: Rothstein Kass Has Going Concern Doubt
--------------------------------------------------------
Crumbs Bake Shop, Inc., filed with the U.S. Securities and
Exchange Commission on March 31, 2014, its annual report on Form
10-K for the year ended Dec. 31, 2013.

Rothstein Kass expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has incurred negative cash flow from operations and significant
operating losses for the years ended December 31, 2013 and 2012.

The Company reported a net loss of $15.26 million on $47.2 million
of net revenues in 2013, compared with a net loss of $7.7 million
on $43.03 million of net revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $20 million
in total assets, $19 million in total liabilities, and
stockholders' equity of $1 million.

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

                        http://is.gd/rmvH9s

New York City-based Crumbs Bake Shop, Inc. --
https://www.crumbs.com/ -- engages in the business of selling a
wide variety of cupcakes, cakes, cookies and other baked goods as
well as hot and cold beverages. Crumbs offers these products
through its stores, e-commerce division, catering services and
wholesale distribution business.


DANIEL WOSKA & ASSOC: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: A. Daniel Woska and Associates, P.C.
        200 N. Broadway, #262
        Edmond, OK 73083

Case No.: 14-11482

Chapter 11 Petition Date: April 9, 2014

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Hon. Sarah A. Hall

Debtor's Counsel: O. Clifton Gooding, Esq.
                  THE GOODING LAW FIRM
                  650 City Place Building
                  204 N Robinson Avenue
                  Oklahoma City, OK 73102
                  Tel: (405) 948-1978
                  Fax: 405.948.0864
                  Email: cgooding@goodingfirm.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Daniel Woska, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/okwb14-11482.pdf


DETROIT, MI: New Offers Proposed for Art in City's Bankruptcy
-------------------------------------------------------------
Mary Williams Walsh, writing for The New York Times' DealBook,
reported that with city and state officials pushing to keep
Detroit's bankruptcy moving forward toward resolution, a bond
insurer threw an obstacle on to the road: four rival offers for
the treasures in the city's art museum.

According to the report, each of the four proposals, from parties
on three continents, holds out more money for the city than the
art deal that Detroit has already reached with the help of
Michigan's governor, Rick Snyder. That deal would transfer the art
collection to a new nonprofit owner to shield it from the
bankruptcy proceedings.

"Cities can't hide assets" in bankruptcy, any more than bankrupt
people or companies can, the report cited Steve Spencer, a
financial adviser to the Financial Guaranty Insurance Company, one
of Detroit's many creditors.

The bond insurer provided the interested parties' names, and the
general terms of the art deals they hoped to explore, to the
United States Bankruptcy Court for the Eastern District of
Michigan, the report said.  The proposals reached as high as $2
billion from a specialized New York firm that would lend that
amount to the city, using the art as collateral.

Detroit's art deal, by contrast, would provide about $820 million
from philanthropic groups, benefactors of the Detroit Institute of
Arts and the state, the report further related.  In addition to
moving the artwork out of the line of fire, the money would be
used to help pay partial pensions to Detroit's retired city
workers.

                 About City of Detroit, Michigan

The City of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Hon. Steven Rhodes oversees the bankruptcy case.  Detroit is
represented by David G. Heiman, Esq., and Heather Lennox, Esq., at
Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day,
in Los Angeles, California; and Jonathan S. Green, Esq., and
Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone
PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.  Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.


DETROIT, MI: Has Approval to Tap $120MM for Infra Improvements
--------------------------------------------------------------
Judge Steven Rhodes of the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division, gave the City of Detroit
authority to obtain senior secured postpetition financing on a
superpriority basis in the form of the Quality of Life Bond and
the Swap Termination Bond in an aggregate principal amount not to
exceed $120 million.

The financing will be used to fund expenditures designed to
contribute to the improvement of the quality of life in the City
and to pay the fees and expenses of the Purchaser and the
Indenture Trustee.  The financing matures upon the earliest to
occur of (a) the date that is two years and six months after the
Closing Date; (b) the effective date of a confirmed plan of
adjustment filed in the Chapter 9 case; (c) the acceleration of
the bonds under the revised bond documents; and (d) dismissal of
the Chapter 9 case.

                 About City of Detroit, Michigan

The City of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Hon. Steven Rhodes oversees the bankruptcy case.  Detroit is
represented by David G. Heiman, Esq., and Heather Lennox, Esq., at
Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day,
in Los Angeles, California; and Jonathan S. Green, Esq., and
Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone
PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.  Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.


DIAMOND RESORTS: S&P Assigns 'B' CCR & Rates $470MM Loans 'B'
-------------------------------------------------------------
Standard & Poor's Rating Services assigned U.S.-based timeshare
operating company Diamond Resorts International Inc. its 'B'
corporate credit rating.  The outlook is stable.

At the same time, S&P assigned Diamond Resorts Corp.'s proposed
$25 million revolving credit facility due 2019 and proposed $445
million term loan due 2021 S&P's 'B' issue-level rating, with a
recovery rating of '3', indicating its expectation for meaningful
(50% to 70%) recovery for lenders in the event of a payment
default.  Diamond Resorts Corp. is a direct subsidiary of Diamond
Resorts International Inc.

In addition, S&P withdrew its 'B-' corporate credit rating on
Diamond Resorts Parent LLC, which merged into Diamond Resorts
International Inc. as part of the company's July 2013 IPO.  The
'B' corporate credit rating on the new entity (Diamond Resorts
International) is one notch higher than the 'B-' corporate credit
rating on the former Diamond Resorts Parent LLC.

Diamond plans to use proceeds from the proposed credit facility to
refinance $374 million in outstanding high-cost senior secured
notes and to pay off several high-cost inventory loans that total
approximately $18 million.  The company will also use proceeds
from the transaction to pay the prepayment premium on the notes;
pay for estimated fees, expenses, and original issue discount
(OID); and to add a nominal amount of cash to the balance sheet.

The 'B' corporate credit rating on the new entity (Diamond Resorts
International) is one notch higher than the 'B-' corporate credit
rating on the former Diamond Resorts Parent LLC, to reflect a
significant reduction in anticipated interest costs following the
completion of the proposed transaction that S&P believes will
improve EBITDA interest coverage to above 3.5x through 2015.  In
addition, the higher rating reflects a meaningful improvement in
expected operating performance that will result in an improvement
in total debt to EBITDA to the high-4x area in 2014 and 2015.  In
2013, consolidated revenue increased 39% and reported consolidated
EBITDA increased 45% as a result of acquisitions and a higher per
transaction price point for Diamond's timeshare sales, and S&P
anticipates that moderate consumer spending growth and reasonable
cost control will drive moderate growth in consolidated revenue
and reported consolidated EBITDA through 2015.  S&P's measure of
total debt includes securitized debt and debt balances associated
with the company's conduit and other receivables facilities, and
its measures of interest expense includes securitization interest
expense.


DIOCESE OF HELENA: Court Allows Suits v. Ursulines to Proceed
-------------------------------------------------------------
Matt Volz, writing for the Associated Press, reported that U.S.
Bankruptcy Judge Terry Myers has ruled that 95 people can pursue
sex-abuse claims in state court against The Ursuline Sisters of
the Western Province, an order of nuns, during bankruptcy
proceedings involving the Roman Catholic Diocese of Helena.  Judge
Myers said the Ursulines aren't covered by an automatic stay in
civil proceedings that was granted to the diocese when it filed
for Chapter 11 protection.

According to the report, Susan Boswell, Esq., an attorney for the
Ursulines, had opposed the request, saying the cases against the
diocese and nuns are too closely linked, and the Ursulines have
their own claims against the diocese.  Judge Myers said it was not
necessary to issue a court order allowing the plaintiffs to
continue their civil lawsuit against the nuns.  The Ursulines are
a non-debtor co-defendant in the bankruptcy case, and automatic
stays are not extended to such defendants, the judge said.

                    About the Diocese of Helena

The Roman Catholic Bishop of Helena, Montana, a Montana Religious
Corporation Sole (a/k/a Diocese of Helena) sought protection
under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to
resolve more than 350 sexual-abuse claims.  The Chapter 11 case
(Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana.

Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald,
Chtd., serve as counsel to the Debtor.

Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.

The Roman Catholic Bishop of Helena filed its schedules of assets
and liabilities, which show assets with a value of more than
$16.037 million against debt totaling $33.6 million.  The filings
also showed that the diocese has $4.7 million in secured debt.
Creditors of the diocese assert $28.89 million in unsecured
non-priority claims.

Gail Brehm Geiger, the U.S. Trustee for Region 18, appointed
seven creditors to serve on the Official Committee of Unsecured
Creditors.


DOLAN COMPANY: Deadline to File Dischargeability Complaints Looms
-----------------------------------------------------------------
In the Chapter 11 cases of The Dolan Company et al., the deadline
to file complaints to determine the dischargeability of a debt
pursuant to Fed.R.Bankr.Proc. 4007(c) is April 24, 2014.

Meanwhile, there's a hearing April 17 at 11 a.m. to consider final
approval of the Debtors' motion for approval of notification and
hearing procedures for certain transfers of common stock and
preferred stock.  Interim approval of the request was granted on
March 25.

                      About The Dolan Company

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

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

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

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

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

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

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

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

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

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

The Company expects to emerge from bankruptcy within two months.

The Bankrupcy Court scheduled for May 1, 2014 at 9:00 a.m. a
combined hearing to approve the disclosure statement and confirm
the Joint Prepackaged Chapter 11 plan.  Judge Brendan L. Shannon
oversees the case.  Objections to the Plan are due April 24.

Bayside Capital is represented in the case by:

     AKIN GUMP STRAUSS HAUER & FELD LLP
     Michael S. Stamer, Esq.
     One Bryant Park
     Bank of America Tower
     New York, NY 10036-6745
     Tel: 212-872-1025
     Fax: 212-872-1002
     E-mail: mstamer@akingump.com

          - and -

     Sarah Link Schultz, Esq.
     1700 Pacific Avenue, Suite 4100
     Dallas, TX 75201-4624
     Tel: 214-969-4367
     Fax: 214-969-4343
     E-mail: sschultz@akingump.com


EBENEZER CHURCH: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ebenezer Church of God in Christ
        1072 West Bartlett Ave.
        Las Vegas, NV 89106

Case No.: 14-12431

Chapter 11 Petition Date: April 9, 2014

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

Judge: Hon. August B. Landis

Debtor's Counsel: Amanda M. Perach, Esq.
                  MCDONALD CARANO WILSON
                  2300 West Sahara Avenue, Suite 1200
                  Las Vegas, NV 89102
                  Tel: 702-873-4100
                  Fax: 702-873-9966
                  Email: aperach@mcdonaldcarano.com

                    - and -

                  Ryan J. Works, Esq.
                  MCDONALD CARANO WILSON LLP
                  2300 W. Sahara Ave., Suite 1200
                  Las Vegas, NV 89102
                  Tel: (702) 873-4100
                  Fax: (702) 873-9966
                  Email: rworks@mcdonaldcarano.com

Total Assets: $1.79 million

Total Liabilities: $3.37 million

The petition was signed by Juanita Brown, authorized
representative.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb14-12431.pdf


ELLEN MCCRACKEN: Court Denies Bid to Avoid Wells Fargo Lien
-----------------------------------------------------------
Bankruptcy Judge Randall L. Dunn denied the motion of Ellen
Marguerite McCracken to avoid a judgment lien of Wells Fargo Bank,
N.A. on her residence property located in Clackamas County,
Oregon.  The Court held a final evidentiary hearing on the matter
on March 25. A copy of Judge Dunn's April 8 Memorandum Opinion is
available at http://is.gd/KIzZHbfrom Leagle.com.

Ellen Marguerite McCracken filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 13-37719) on Dec. 16, 2013.


ENERGY FOCUS: Plante & Moran PLLC Raises Going Concern Doubt
------------------------------------------------------------
Energy Focus, Inc., filed with the U.S. Securities and Exchange
Commission on March 27, 2014, its annual report of Form 10-K for
the fiscal year ended Dec. 31, 2013.

Plante & Moran, PLLC, expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company incurred a net loss of $6.05 million for the year ended
Dec. 31, 2011.

The Company reported a net loss of $2.36 million on $21.53 million
of net sales in 2013, compared with a net loss of $5.71 million on
$23.37 million of net sales in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $12.81
million in total assets, $9.88 million in total liabilities, and
stockholders' equity of $2.92 million.

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

                        http://is.gd/MAWUON

Solon, Ohio-based Energy Focus, Inc. (OTC QB: EFOI) and its
subsidiaries engage in the design, development, manufacturing,
marketing, and installation of energy-efficient lighting systems
and solutions.

                           *     *     *

As reported in the TCR on April 11, 2013, Plante & Moran, PLLC, in
Cleveland, Ohio, in its report on Energy Focus, Inc.'s
consolidated financial statements for the fiscal year ended
Dec. 31, 2012, expressed substantial doubt about the Company's
ability to continue as a going concern, citing the Company's net
losses of $5.7 million, $6.1 million, and $8.5 million during the
years ended Dec. 31, 2012, 2011, and 2010, respectively.


ENVISION SOLAR: Jack Schneider Appointed as Director
----------------------------------------------------
Mr. Jack Schneider accepted an appointment as a new director of
Envision Solar International, Inc., to be effective April 2, 2014.

In consideration for Mr. Schneider's acceptance to serve as a
director of the Company, the Company agreed to grant 1,000,000
restricted shares of its common stock to Mr. Schneider, subject to
the terms and conditions set forth in the Restricted Stock Grant
Agreement.

From 1976 to 2011, Mr. Schneider was a managing director at Allen
& Co. LLC, the premier investment house in the media and
entertainment sector.  Following a brief retirement period, and
starting in August 2012, Mr. Schneider has been with Dominick &
Dominick, LLC.  Mr. Schneider has been on the Board of the
National Mentoring Partnership for 12 years, and he has served as
Chairman of the Buoniconti Fund to Cure Paralysis for 25 years.
He brings a wealth of M&A experience from Allen &  Co. and  his
long-term relationships with other leaders in the technology,
media and entertainment community can open doors to new
opportunities for Envision.  He has been a member of the Advisory
Board at Loton, Corp., since Oct. 4, 2013, a member of the
Advisory Board at Mandalay Digital Group, Inc., since April 19,
2011, a member of Board of Advisors at IntelliCell BioSciences,
Inc., since October 2011, and NeuMedia, Inc., since April 19,
2011.  Mr. Schneider served as a director at Stratus Media Group,
Inc., from October 2012 to Dec. 9, 2013.  Further, Mr.
Schneider pioneered The Allen & Company Sun Valley Conference,
widely considered one of the most influential gatherings of
international business leaders, annually.

                       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.


FIRST NATIONAL: Reports $6.4 Million Net Income in 2013
-------------------------------------------------------
First National Community Bancorp, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing net income of $6.38 million on $32.95 million of total
interest income for the year ended Dec. 31, 2013, as compared with
a net loss of $13.71 million on $37.02 million of total interest
income for the year ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $1 billion in total assets,
$970.23 million in total liabilities and $33.57 million in total
shareholders' equity.

                         Regulatory Matters

The Bank is under a Consent Order from the Office of the
Comptroller of the Currency dated Sept. 1, 2010.  The Company is
also subject to a Written Agreement with the Federal Reserve Bank
of Philadelphia dated Nov. 24, 2010.

The Bank, pursuant to a Stipulation and Consent to the Issuance of
a Consent Order dated Sept. 1, 2010, without admitting or denying
any wrongdoing, consented and agreed to the issuance of the Order
by the OCC, the Bank's primary regulator.  The Order requires the
Bank to undertake certain actions within designated timeframes,
and to operate in compliance with the provisions thereof during
its term.  The Order is based on the results of an examination of
the Bank as of March 31, 2009.  Since the examination, management
has engaged in ongoing discussions with the OCC and has taken
steps to improve the condition, policies and procedures of the
Bank.  Compliance with the Order is monitored by a committee of at
least three directors, none of whom is an employee or controlling
shareholder of the Bank or its affiliates or a family member of
any such person.  The Committee is required to submit written
progress reports to the OCC on a monthly basis.  The Committee has
submitted each of the required monthly progress reports with the
OCC.  The members of the Committee are John P. Moses, Joseph
Coccia, Joseph J. Gentile and Thomas J. Melone.

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

                        http://is.gd/e8Uiau

                        About First National

Headquartered in Dunmore, Pa., First National Community Bancorp,
Inc., is a Pennsylvania corporation, incorporated in 1997 and is
registered as a bank holding company under the Bank Holding
Company Act ("BHCA") of 1956, as amended.  The Company became an
active bank holding company on July 1, 1998, when it acquired
ownership of First National Community Bank (the "Bank").  The Bank
is a wholly-owned subsidiary of the Company.

The Company's primary activity consists of owning and operating
the Bank, which provides customary retail and commercial banking
services to individuals and businesses.  The Bank provides
practically all of the Company's earnings as a result of its
banking services.


FLORIDA EAST: Moody's Affirms 'Caa1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has affirmed the Caa1 Corporate Family
Rating ("CFR") of Florida East Coast Holdings Corp. ("FECH") and
has assigned a B3 rating to the $850 million senior secured notes
due 2019 that the company plans to arrange to refinance its
existing notes. In addition, Moody's has assigned a Caa3 rating to
the $250 million senior unsecured notes due 2020 that FECH plans
to issue as part of this refinancing. FECH intends to issue the
$850 million senior secured notes and the $250 million senior
unsecured notes with Florida East Coast Industries, LLC ("FECI")
as co-issuer, with a portion of the proceeds to be allocated to
each of the issuers. The rating action considers FECH's strong
growth trajectory and increasing profitability, balanced against
the company's elevated debt levels as a result of its obligations
under the new notes. The ratings outlook is stable.

Ratings Rationale

The Caa1 CFR of FECH takes into account the strong revenue growth
and improvements in profitability that the company has
demonstrated in recent years. Revenues increased to $279 million
in 2013, up from $200 million in 2010. Over the same period,
operating income margins increased to 27.3% in 2013 from 22.4% in
2010. This has resulted in a substantial increase in cash flow
from operations which, to a large extent, the company has invested
in infrastructure and equipment to accommodate increased freight
volumes and maintain service levels.

The Caa1 rating also considers the company's compelling market
position in the Florida freight market. FECH is the only railroad
with access to key ports in South Florida and offers a competitive
alternative to freight haulage by truck. FECH's operations remain
regionally concentrated, however, with limited freight
diversification.

Moody's considers FECH's elevated debt levels a key constraint on
the company's ratings. Pro forma for the proposed refinancing,
Moody's estimates leverage to be 6.9 times in 2013, as measured by
Debt to EBITDA. However, FECH and FECI are co-issuers of the
proposed notes and the notes are joint and several obligations of
the issuers (FECI is a real estate and infrastructure development
company that, like FECH, is owned by funds that are managed by
Fortress Investment Group, LLC). In addition, the notes are
guaranteed by certain subsidiaries of FECH, but are not guaranteed
by any subsidiaries of FECI, which implies that the obligations of
FECI under the new notes are structurally subordinated to any
existing debt that resides at FECI's subsidiaries. In view of
these structural aspects, Moody's has recalculated FECH's leverage
assuming $1.1 billion of aggregate principal amount of the new
notes and an increase in EBITDA that reflects FECI's surplus cash
generation after servicing its existing debt, resulting in an
estimated Debt to EBITDA of approximately 8.5 times in 2013, pro
forma for the new notes.

Moody's assesses the liquidity profile of FECH to be adequate. The
company maintains a sizeable cash balance ($36 million as of
December 31, 2013), generates an increasing amount of cash flow
from operations and has no material debt maturities until 2019,
following the proposed refinancing. In addition, the company has a
$30 million asset-based revolving credit facility that expires in
January 2015. With capital expenditures in 2014 significantly
higher than in 2013, Moody's expects free cash flow in 2014 to be
negative.

The proposed $850 million senior secured notes are rated B3, one
notch above the Caa1 CFR of FECH. This reflects the material
amount of unsecured liabilities, primarily the new senior
unsecured notes, that are ranked below the senior secured notes in
Moody's Loss Given Default ("LGD") methodology. Conversely, as the
proposed $250 million senior unsecured notes are ranked
subordinated to a substantial amount of secured debt in the LGD
analysis, the rating for the new senior unsecured notes is Caa3,
two notches below the CFR.

The stable rating outlook is predicated on Moody's expectation of
continuing strong revenue growth and an improvement in operating
income margin in 2014. As the company's growth in EBITDA is likely
to offset the impact of an increase in total debt to fund a
portion of FECH's elevated capital expenditures, Moody's expects
leverage to decrease in 2014 from the estimated levels in 2013 pro
forma for the refinancing.

Ratings could be lowered if an unexpected weakening in freight
demand results in deteriorating pricing or volumes. Moody's
believes that operating income margins that fall materially below
25% during a prolonged period of weak freight demand could result
in a significant decrease in free cash flow and hinder the
company's ability to maintain its credit metrics and an adequate
liquidity profile. Metrics such as Debt to EBITDA in excess of 9.0
times or FFO to Debt below 5.0% could also pressure the rating
downward.

The ratings could be revised upward if the company can demonstrate
continuing growth in revenues and improvements in profitability,
while generating free cash flow that is applied to repay debt.
Specifically, Debt to EBITDA sustainably less than 6.5 times and
FFO to Debt above 8.0% could warrant upward rating consideration.

Assignments:

Issuer: Florida East Coast Holdings Corp.

Senior Secured Regular Bond/Debenture, Assigned B3

Senior Secured Regular Bond/Debenture, Assigned a range of
LGD3, 40 %

Senior Unsecured Regular Bond/Debenture, Assigned Caa3

Senior Unsecured Regular Bond/Debenture, Assigned a range of
LGD6, 90 %

Outlook Actions:

Issuer: Florida East Coast Holdings Corp.

Outlook, Changed To Stable From Positive

Issuer: Florida East Coast Railway Corp.

Outlook, Changed To Stable From Positive

Affirmations:

Issuer: Florida East Coast Holdings Corp.

Probability of Default Rating, Affirmed Caa1-PD

Corporate Family Rating, Affirmed Caa1

Senior Unsecured Regular Bond/Debenture Aug 1, 2017, Affirmed
Caa3

Issuer: Florida East Coast Railway Corp.

Senior Secured Regular Bond/Debenture Feb 1, 2017, Affirmed B3

Florida East Coast Holdings Corp., headquartered in Jacksonville,
FL, operates a freight railroad that services the east coast of
Florida from Jacksonville to Miami. The company is owned by funds
managed by Fortress Investment Group LLC.


FLURIDA GROUP: Reports $328K Net Income in 2013
-----------------------------------------------
Flurida Group, Inc., filed with the U.S. Securities and Exchange
Commission on March 27, 2014, its annual report of Form 10-K for
the fiscal year ended Dec. 31, 2013.

The Company's significant customers are Electrolux and its
subsidiaries located in various countries.  Because of the
concentration of the customers and Company's heavily reliance on
the Electrolux and its subsidiaries, the Company's customer
concentration may raise doubt about its ability to continue as a
going concern, the Company said in a regulatory filing.

The Company reported net income of $328,177 on $25.26 million of
revenues in 2013, compared to a net income of $155,091 on
$16 million of revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $7.31 million
in total assets, $5.1 million in total liabilities, and
stockholders' equity of $2.21 million.

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

                       http://is.gd/8fQb4P

Based in Chicago, Flurida Group, Inc.'s main business is the sale
of appliance parts in Asia, Europe, Australia, North and South
America.  The Company also sold stove, thermostat and other
electronic components in 2012.


GARLOCK SEALING: Judge Wants Leaked Transcripts Destroyed
---------------------------------------------------------
Matthew Daneman, writing for The Democrat & Chronicle, reported
that U.S. Bankruptcy Judge George R. Hodges ruled on April 7 said
that anyone who on March 27 or 28 downloaded particular
transcripts from the court's electronic case files system in the
Chapter 11 case of Garlock Sealing Technologies to destroy them.
The transcripts were from hearings held in the summer of 2013 as
part of Garlock's bankruptcy and had to do with estimating how
much company Garlock might have to reasonably pay in coming years
to settle any asbestos-related personal injury lawsuits.

According to the report, the court was closed to the public for
those hearings.  Judge Hodges' order indicates that a variety of
transcripts from those hearings were found on March 27 and 28 to
be available up on the Public Access to Court Electronic Records
system without having been redacted first.

The report notes a number of companies have been clamoring for
access to those closed files, as they contain information pointing
to supposed widespread misconduct by a number of law firms that
have represented people who sued Garlock claiming asbestos it once
used in gasket manufacturing caused their lung disease.  The issue
of whether those closed files should be made public is currently
before a federal appellate court.

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against EnPro Industries' Garlock Sealing Technologies LLC
subsidiary at $125 million, consistent with the positions GST put
forth at trial.


GENERAL MOTORS: Raises Recall Costs to $1.3 Billion
---------------------------------------------------
Jeff Bennett and Joann S. Lublin, writing for The Wall Street
Journal, reported that the fallout from General Motors Co.'s
troubled recalls escalated with the auto maker raising its
estimated costs to $1.3 billion and suspending two engineers
involved in fateful early decisions.

According to the report, the Detroit company's latest cost
estimate for a series of recalls, including those covering faulty
ignition switches linked to 13 deaths, has it preparing to post
its first quarterly net loss since emerging from bankruptcy in
2009, analysts said.

The charge -- more than three times GM's original estimate -- is
greater than the company's year-ago first quarter profit, and more
than the consensus forecast among Wall Street analysts for the
quarter ended March 31, the report related.

GM said in a statement it "expects to report solid core operating
performance in the first quarter" excluding the charges, the
report further related.

The auto maker has recalled 7 million vehicles world-wide since
the start of the year and expanded the scope of the ignition-
switch recall to include lock cylinders that can allow keys to
fall out during operation, the report said.  The company said it
knows of one injury from an accident linked to a car that rolled
away after the key slipped out of the cylinder.

                    About General Motors Corp.,
                      nka Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


GENERAL STEEL: Posts $42.6-Mil. Net Loss in 2013
------------------------------------------------
General Steel Holdings, Inc., filed with the U.S. Securities and
Exchange Commission on March 27, 2014, its annual report of Form
10-K for the year ended Dec. 31, 2013.

The Company's accounts have been prepared in accordance with U.S.
GAAP on a going concern basis.  The going concern basis assumes
that assets are realized and liabilities are extinguished in the
ordinary course of business at amounts disclosed in the financial
statements.  The Company's ability to continue as a going concern
depends upon aligning its sources of funding (debt and equity)
with the expenditure requirements of the Company and repayment of
the short-term debt facilities as and when they fall due.

The Company reported a net loss of $42.62 million on $2.46 billion
of total sales in 2013, compared with a net loss of $231.94
million on $2.86 billion of total sales in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $2.7 billion
in total assets, $3.19 billion in total liabilities, and a
stockholders' deficit of $494 million.

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

                       http://is.gd/Mcb66H

                  About General Steel Holdings

General Steel Holdings, Inc., headquartered in Beijing, China,
produces a variety of steel products including rebar, high-speed
wire and spiral-weld pipe.  The Company has operations in China's
Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region
and Tianjin municipality with seven million metric tons of crude
steel production capacity under management.

General Steel incurred a net loss of $231.93 million in 2012
following a net loss of $283.29 million in 2011.  For the nine
months ended Sept. 30, 2013, the Company reported a net loss of
$43.85 million.  The Company's balance sheet at Sept. 30, 2013,
showed $2.67 billion in total assets, $3.14 billion in total
liabilities and a $473.11 million in total deficiency.


GENIUS BRANDS: Effecting a 1-for-100 Reverse Stock Split
--------------------------------------------------------
Genius Brands International, Inc., announced a reverse split of
its outstanding common stock at a ratio of 1-for-100.

The reverse stock split will be effective with FINRA (the
Financial Industry Regulatory Authority) and in the marketplace at
the open of business April 7, 2014, whereupon the stock will begin
trading on a split-adjusted basis.  The Company's trading symbol
on April 7, 2014, will temporarily change to "GNUSD" and continue
for a period of 20 business days from that date, after that time,
the symbol will revert to the original symbol of "GNUS".

As a result of the reverse stock split, the Company's issued and
outstanding shares of common stock will decrease to approximately
6 million post-split shares (prior to effecting the rounding of
fractional shares into whole shares as described below) from
approximately 602 million pre-split shares.

As a result of the reverse stock split, each 100 shares of common
stock held by each stockholder will be converted automatically
into one share of common stock, with fractional shares rounded up
to the next whole share.  No fractional shares will be issued, and
no cash or other consideration will be paid

Stockholders who are holding their shares in electronic form at
their brokerage firms do not have to take any action as the
effects of the reverse stock split will automatically be reflected
in their brokerage accounts.  No further action is required for
stockholders holding paper certificates.  Certificates
representing pre-split holdings will be deemed to represent the
stockholder's post-split holdings until such time as the
stockholder presents the certificate to the transfer agent, whose
contact information appears below.

Globex Transfer, LLC
780 Deltona Boulevard, Suite 202
Deltona, Florida 32725
Phone: (386) 206-1133

On April 7, 2014, Genius Brands distributed a letter, a copy of
which is available for free http://is.gd/wwXZHn

                        About Genius Brands

San Diego, Calif.-based Genius Brands International, Inc., creates
and distributes music-based products which it believes are
entertaining, educational and beneficial to the well-being of
infants and young children under its brands, including Baby Genius
and Little Genius.

Genius Brands incurred a net loss of $2.06 million in 2012
following a net loss of $1.37 million in 2011.  As of Sept. 30,
2013, the Company had $1.55 million in total assets, $4.96 million
in total liabilities and a $3.41 million total stockholders'
deficit.


GLACIAL ENERGY: Files for Chapter 11 Bankruptcy
-----------------------------------------------
Tom Corrigan and Patrick Fitzgerald, writing for The Wall Street
Journal, reported that Glacial Energy Holdings Inc., an electric
company that operates in more than 20 states, filed for bankruptcy
protection with a plan to sell its business to Vantage Commodities
Financial Services LLC, subject to higher bids at auction.

According to the report, the company, based in Dallas, Texas,
filed for Chapter 11 in U.S. Bankruptcy Court in Wilmington, Del.,
along with more than a dozen affiliates listing assets between
$500 million and $1 billon and debt of more than $1 billion.

Glacial Energy, a retail energy supplier selling electricity and
natural gas, filed for bankruptcy after an earlier deal to sell
the company fell apart, according to court papers, the report
related.

The company is in default on a loan provided by New York-based
Vantage, a joint venture between EDF Trading North America, LLC
and VMAC, LLC, the report further related.  It blamed its
financial difficulties on changes in consumer behavior and
increased market completion, which have taken a significant bite
out of its revenue.

Randy Lennan, Glacial Energy's chief executive, described the
bankruptcy filing and sale as "cooperative process" with the
company's senior lender, the report said.  In a statement, he said
the bankruptcy will allow the energy company to emerge from court
protection "free from the liabilities that have frustrated the
business in the past."


GLOBAL GEOPHYSICAL: US Trustee Forms 7-Member Creditor's Panel
--------------------------------------------------------------
Judy A. Robbins, the U.S. Trustee for Region 7, has selected seven
creditors to the Official Committee of Unsecured Creditors for the
Chapter 11 case of Global Geophysical Services Inc. and its
debtor-affiliates.

The members of the Committee are:

   1) The Bank of New York Mellon Trust Company, N.A.
      Attn: J. Chris Matthews / Corporate Trust
      601 Travis Street, 16th Floor
      Houston, TX 77002
      Tel: (713) 483-6267
      Fax: (979) 691-6456
      E-mail: j.chris.matthews@bnymellon.com

   2) Creation Technologies Texas, LLC
      Attn: Michael P. Walsh
      1001 Klein Road, Suite 100
      Plano, TX 75074-3703
      Tel: (972) 680-8394
      Fax: (972) 680-9350
      E-mail: Mike.walsh@creationtech.com

   3) ION Geophysical Corporation
      Attn: Byron Cherry, Assistant General Counsel
      2105 Citywest Boulevard, Suite 400
      Houston, TX 77042-2839
      Tel: (281) 879-3693
      Fax: (281) 879-3600
      E-mail: Byron.cherry@iongeco.com

   4) Greyco Seismic Personnel Services, LLC
      Attn: Marcus Pullicino
      10550 Bissonnet Street, Suite 100
      Houston, TX 77099
      Tel: (713) 728-6264
      Fax: (713) 728-6269
      E-mail: marcusp@greyco.net

   5) Discovery Acquisition Services, LLC
      Attn: Andrew P. Lauhoff
      4141 Katy Hockley Road
      Houston, TX 77493
      Tel: (281) 371-2700
      Fax: (281) 371-2744
      E-mail: Andy.lauhoff@discoveryacquisition.com

   6) ENTRIX, Inc. (Cardino ENTRIX)
      Attn: William J. Roberts
      25371 Commercentre Drive, Suite 250
      Lake Forest, CA 92630
      Tel: (949) 273-6308
      Fax: (949) 457-8956
      E-mail: Bill.roberts@cardno.com

   7) Pariveda Solutions, Inc.
      Attn: James Kupferschmid
      2811 McKinney Avenue, Suite 220
      Dallas, TX 75204
      Tel: (214) 777-4623
      Fax: (214) 855-1246
      E-mail: James.kupferschmid@parvidasolutions.com

The Debtors previously filed on April 4, 2014, a notice of
appointment of the Committee which included Concise Capital
Management, LLP, as member.  Concise Capital was replaced by The
Bank of New York Mellon Trust Company, N.A.

On March 31, 2014, the Hon. Richard S. Schmidt of the U.S.
Bankruptcy Court for the Southern District of Texas entered an
order granting complex Chapter 11 bankruptcy case treatment.  The
Court sets the fourth Friday of each month, beginning on April 25,
2014, at 9:00 a.m., and then beginning May 23, 2014, and the
fourth Friday of each month thereafter at 10:00 a.m., as the pre-
set hearing day and time for hearing all motions and other matters
in these cases.

                     About Global Geophysical

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

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

             About Global Geophysical, Autoseis et al.

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

The Debtors have tapped Baker Botts LLP as general bankruptcy
counsel, Jordan Hyden Womble Culbreth & Holzer PC, as local
counsel, Alvarez & Marsal as restructuring advisors, and Prime
Clerk as claims and noticing agent.


GRIDWAY ENERGY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

    Debtor                                            Case No.
    ------                                            --------
    Gridway Energy Holdings, Inc.                     14-10833

    Glacial Energy Holdings                           14-10834

    Glacial Energy, Inc.                              14-10835

    Glacial Energy of New York                        14-10836

    Glacial Energy of New England, Inc.               14-10837

    Glacial Energy of Maryland, Inc.                  14-10838

    Glacial Energy of California, Inc.                14-10839

    Glacial Energy of Illinois, Inc.                  14-10840

    Glacial Energy of New Jersey, Inc.                14-10841

    Glacial Energy of Pennsylvania, Inc.              14-10843

    Glacial Energy of Texas                           14-10845

    Glacial Energy of Washington DC, Inc.             14-10846

    Glacial Energy of Ohio, Inc.                      14-10847

    Glacial Energy of Michigan, Inc.                  14-10848

    Glacial Natural Gas, Inc.                         14-10849

    Negawatt Business Solutions                       14-10850

    Negawatt Business Solutions, Inc.                 14-10851

    Ziphany, L.L.C.                                   14-10852

    Glacial Energy VI, LLC                            14-10853

Type of Business: Provider of electricity and natural gas

Chapter 11 Petition Date: April 10, 2014

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Hon.  Christopher S. Sontchi

Debtors' General
Counsel:          Alan M. Noskow, Esq.
                  Mark A. Salzberg, Esq.
                  PATTON BOGGS LLP
                  2550 M St. NW
                  Washington, DC 20037
                  Tel: (202)457-6000
                  Email: anoskow@pattonboggs.com
                         msalzberg@pattonboggs.com

Debtors'          Joseph M. Barry, Esq.
Local Counsel:    YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: 302-571-6600
                  Email: bankfilings@ycst.com

                    - and -

                  Donald J. Bowman, Jr., Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: 302-571-6600
                  Email: bankfilings@ycst.com

                    - and -

                  Michael R. Nestor, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  Rodney Square
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: 302-571-6600
                  Fax: 302-571-1253
                  Email: bankfilings@ycst.com

Debtors' Claims/
Noticing Agent:   OMNI MANAGEMENT GROUP, LLC

Estimated Assets: $500 million to $1 billion

Estimated Debts: More than $1 billion

The petitions were signed by Randy Lennan, president, secretary
and treasurer.

Consolidated List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
New York City Dept. of Finance          Taxes         $5,798,935
Bldg. 9, W A Harriman Campus
Albany, NY 12227-0171
Tel: 518-457-2244
Fax: 518-485-6171

Texas Comptroller of Public Accounts    Taxes         $1,817,650
PO Box 13528, Capitol Station
Austin, TX 78711-3528
Tel: 800-252-5555
Fax: 512-475-0223

State of Rhode Island                   Taxes         $1,217,782
Division of Taxation
One Capitol Hill
Providence, RI 02908
Tel: 401-574-8962
Fax: 401-574-8913

George Esposito, a/k/a                  Litigation      $576,023
Benjamin Esposito
Kellerhals Ferguson Kroblin PLLC
9100 Port of Sale Mall, Suite 15
St. Thomas VI 00802
Tel: 340-779-2564
Fax: 888-316-9269

Limolink                                Trade Payable    $49,202

Comptroller of Maryland                 Taxes            $44,000

Lutech Resources, Inc.                  Trade Payable    $30,002

Haemin Hong                             Trade Payable    $12,200

Rose Business Solutions, Inc.           Trade Payable     $9,753

Ryan Nichols                            Trade Payable     $9,750

Data Exchange, Inc.                     Trade Payable     $7,348

Daniel M. Maisler dba Lettersmiths, LLC Trade Payable     $7,200

M5 Software Solutions, LLC              Trade Payable     $4,322

Nielin Communications                   Trade Payable     $4,147

Lizbeth McCormick                       Commission        $3,742

24 6A, LLC                              Trade Payable     $3,645

Lattimore Black Morgan & Cain, PC       Trade Payable     $3,517

Equifax Info SVCS Puerto Rico           Trade Payable     $3,012

Web Ice                                 Trade Payable     $2,400

Conn Davis                             Dividends          $2,350


GULF STATES: Court Denies Disbursing Agent's Motion to Reconsider
-----------------------------------------------------------------
E.D. Louisiana District Judge Jane Triche Milazzo denied the
motion for reconsideration filed by David Adler, the disbursing
agent for Gulf States Long Term Acute Care of Covington, LLC,
which seeks a reversal of the Court's previous Order dismissing
the Disbursing Agent's avoidance and non-avoidance claims against:

     -- Jamestown, Inc; Jamestown Gaming, LLC; New Braunfels
        Healthcare Properties, LLC; Gulf States Meadows, LP; Gulf
        States Healthcare Properties of Dallas, LLC (the
        "Jamestown Defendants");

     -- Gregory Frost; and

     -- Breazeale, Sachse & Wilson

In that Order, issued March 5, 2012, the Court found that the
Debtor's Third Amended Plan of Reorganization failed to reserve
specifically and unequivocally claims against the Opposing
Parties.  Accordingly, the Court dismissed Plaintiff's claims for
lack of standing.

In rejecting the Motion to Reconsider, the Court held that the
Disbursing Agent has failed to demonstrate sufficient cause to
warrant the extraordinary remedy of reconsideration.  A copy of t
Court's April 7 Order and Reasons is available at
http://is.gd/iCUpfqfrom Leagle.com.

In Monday's Order, the Court added that "the Jamestown Defendants
have developed a rather tiresome habit of utilizing excessive
bolding, underlining, capital letters, and exclamation points.
Counsel is advised to refrain from gratuitous punctuation in
future briefing before this Court."

David V. Adler is represented by Robert Joshua Koch, Jr., Esq.,
and Caitlin P. Morgenstern, Esq., at Koch & Schmidt, LLC.

Jamestown et al are represented by Barry W. Miller, Esq., Alida
Cornelle Wientjes, Esq., Cherie D. Nobles, Esq., and Drew R.
Ballina, Esq., at Heller, Draper, Patrick & Horn, LLC.

Based in Covington, Louisiana, Gulf States Long Term Acute Care of
Covington, LLC, filed for Chapter 11 bankruptcy protection (Bankr.
E.D. La. Case No. 09-11116) on April 20, 2009.  William E.
Steffes, Esq., at Steffes Vingiello & McKenzie LLC, in Baton
Rouge, Louisiana, served as the Debtor's counsel.  In its
petition, the Debtor estimated $0 to $50,000 in assets, and
$1 million to $10 million in debts.  The Debtor's plan of
reorganization was confirmed on Feb. 22, 2010.


HDOS ENTERPRISES: Court Approves Proposed Payment to Utility Firms
------------------------------------------------------------------
U.S. Bankruptcy Judge Neil Bason has issued an order prohibiting
utility companies from discontinuing their services to HDOS
Enterprises as a result of its bankruptcy.

To ensure that the utility companies will get paid for their
services, Judge Bason ordered HDOS to provide them with "adequate
assurance of payment" in the form of a deposit equal to the
average amount paid to the utility companies per month.

Average monthly utility bills for the company's Hot Dog on a Stick
restaurants range from $0 to $3,339, according to court papers.

                     About Hot Dog On A Stick

Established in 1946 in Southern California, Hot Dog On A Stick --
http://www.hotdogonastick.com-- is known for its fair-inspired
menu of corn dogs, lemonades, and a sampling of other menu items
such as cheese on a stick, hot dog in a bun, fries, and funnel
cake sticks.  HDOS is owned by its employees.

HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D.
Cal.).  The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.

The petition was signed by Dan Smith, president and CEO.

The U.S. Trustee has appointed three members to an official
committee of unsecured creditors.  The Committee proposes to
retain Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
California, as counsel.


HERON LAKE: Granite Falls Names Governor, Alternate Appointees
--------------------------------------------------------------
Granite Falls Energy determined on March 20, 2014, to remove
Shannon Johnson as its appointee and David Thompson as its
alternate appointee to the Board of Governors of the Company.
Effective that same day, Granite Falls Energy designated Leslie
Bergquist as its fifth appointee and Kenton Johnson and Martin
Seifert as its alternate appointees to the Company's Board of
Governors.  Mr. Berguist has not yet been named to any committees
of the Board of Governors.

Under Section 5.3(a)(iv) the Member Control Agreement of Heron
Lake BioEnergy, LLC, any Member who, together with that Member's
affiliates, holds a majority of the outstanding units of the
Company, is entitled to appoint a majority of the Governors to the
Board of Governors.  Currently, Project Viking, L.L.C., is the
only member of the Company with those rights based on its current
60.8 percent ownership percentage.  Granite Falls Energy, LLC, is
sole owner of all of the outstanding membership interests in
Project Viking.  Therefore, Granite Falls Energy has the right to
appoint five Governors to the Company's Board of Governors.

   * Leslie Bergquist - Age 54, Appointed Governor.  Mr. Bergquist
     is currently the owner and president of Bergquist Consulting
     Corporation, performing commercial and agricultural loan
     reviews and appraisal reviews.  He also serves as a farm
     manager for Fagen Farms, LLC, which is an affiliate of Fagen,
     Inc., a bus driver for Bennett & Bennett Transportation, and
     works for Granite Falls Municipal Hospital and Manor in
     ambulance transport services.

   * Kenton Johnson - Age 25, Alternate Appointed Governor.  Mr.
     Johnson previously served on the Company's Board of Governors
     from August 2011 to July 2013, as an appointee of Project
     Viking.  Mr. Johnson currently raises corn and soybeans with
     his father south of Granite Falls, Minnesota.  In May of
     2007, Mr. Johnson started managing his own farming operation.
     He is a member of YME Hoops Club and Granite Falls Lutheran
     Church.  Mr. Johnson received his B.S. in Agriculture
     Business Management from Southwest Minnesota State
     University.  Mr. Johnson currently serves as a governor of
     Granite Falls Energy, LLC, an SEC-reporting company.

   * Martin Seifert - Age 41, Alternate Appointed Governor.  Mr.
     Seifert has served as the executive director of the Avera
     Marshall Foundation at Avera Marshall Regional Medical Center
     from October 2010 to December 2013.  Mr. Seifert has also
     been a Realtor with Real Estate Retrievers since 2010.  Prior
     to joining the Avera Marshall Foundation and Real Estate
     Retrievers, Mr. Seifert was a member of the Minnesota House
     of Representatives from 1996 to 2011.  He is currently a
     candidate for Governor of Minnesota.  Mr. Seifert currently s
     serves as an alternate at-large governor of Granite Falls
     Energy, LLC, an SEC-reporting company.

The remaining Project Viking governor appointees, which currently
sit on the Company's Board of Governors, are: Paul Enstad, Rod
Wilkison, Dean Buesing, Marten Goulet.  Each of the appointed
governors and appointed alternate governors serve indefinitely at
the pleasure of Granite Falls Energy (so long as Granite Falls
Energy and its affiliates continue to hold a sufficient number of
units to maintain the applicable appointment right) until a
successor is appointed, or until the earlier death, resignation or
removal of the appointed governor.

                       Annual Meeting Results

At the Company's 2014 annual meeting of members held on March 19,
each of Michael Kunerth and Robert J. Ferguson was elected as
governors.  Michael Kunerth, the nominee receiving the highest
percentage of votes cast at the Annual Meeting, was elected to
serve a three-year term expiring at the 2017 Annual Meeting or
until their respective successors have been elected and qualified
or their earlier death, resignation or removal.  Robert J.
Ferguson was elected to serve a three-year term expiring at the
2017 Annual Meeting or until their respective successors have been
elected and qualified or their earlier death, resignation or
removal.

The compensation of the Company's executives was approved by the
members.  The Company anticipates that the next present the Say-
on-Pay vote will be presented to the members at the 2017 Annual
Member Meeting.

The members also approved changes to the Company's Member Control
Agreement of Heron Lake BioEnergy, LLC, as amended through
Aug. 30, 2011, to: (i) require at least a two-thirds vote of the
Governors to authorize the sale, merger, consolidation or
voluntary dissolution of the Company; (ii) add a provision to
allow for Alternate Governors; and (iii) delete a provision
granting the Board authority to place restrictions on the
membership requirements.

A full-text copy of the Form 8-K report as filed with the U.S.
Securities and Exchange Commission is available for free at:

                        http://is.gd/q3UVbt

                         About Heron Lake

Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol
plant in Heron Lake, Minnesota.  After completing a conversion in
November 2011, the Company is now a natural gas fired ethanol
plant.  Its subsidiary, HLBE Pipeline Company, LLC, owns 73
percent of Agrinatural Gas, LLC, the pipeline company formed to
construct, own, and operate a natural gas pipeline that provides
natural gas to the Company's ethanol production facility through a
connection with the natural gas pipeline facilities of Northern
Border Pipeline Company in Cottonwood County, Minnesota.  Its
subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities
at Lakefield and Wilder, Minnesota.  At nameplate, the Company's
ethanol plant has the capacity to process approximately 18.0
million bushels of corn each year, producing approximately 50
million gallons per year of fuel-grade ethanol and approximately
160,000 tons of distillers' grains with soluble.

Heron Lake reported net income of $2.26 million on $163.76 million
of revenues for the year ended Oct. 31, 2013, as compared with a
net loss of $32.35 million on $168.65 million of revenues for the
same period a year ago.  The Company's balance sheet at Oct. 31,
2013, showed $60.79 million in total assets, $33.24 million in
total liabilities and $27.55 million in total members' equity.

Boulay PLLP, in Minneapolis, Minnesota, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Oct. 31, 2013.  The independent auditors noted that
the Company has incurred losses due to difficult market conditions
and had lower levels of working capital than was desired.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

The Company has entered into an amended and restated master loan
agreement with AgStar Financial Services, PCA, under which the
Company has two forms of debt as of Oct. 31, 2013, a term note and
a revolving term note.  The Company's total indebtedness to AgStar
as of Oct. 31, 2013, was approximately $22.6 million, consisting
of approximately $16.6 million under the term note and
approximately $6 million under the revolving term note.

The Company's loan agreements with AgStar are secured by
substantially all business assets and are subject to various
financial and non-financial covenants that limit distributions and
debt and require minimum debt service coverage, net worth, and
working capital requirements.  The Company was in compliance with
the covenants of its loan agreements with AgStar as of Oct. 31,
2013.  In the past, the Company's failure to comply with the
covenants of the master loan agreement and failure to timely pay
required installments of principal has resulted in events of
default under the master loan agreement, entitling AgStar to
accelerate and declare due all amounts outstanding under the
master loan agreement.

"If AgStar accelerated and declared due all amounts outstanding
under the master loan agreement, the Company would not have
adequate cash to repay the amounts due, resulting in a loss of
control of the Company's business or bankruptcy," the Company said
in its Annual Report for the year ended Oct. 31, 2013.


HEXCEL CORP: S&P Puts 'BB+' CCR on CreditWatch Positive
-------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'BB+'
corporate credit rating on U.S.-based Hexcel Corp. on CreditWatch
with positive implications.

"The CreditWatch placement is based on Hexcel's steadily improving
profitability over time, which could potentially support a
business risk profile assessment that is better than our current
"fair" assessment," said Standard & Poor's credit analyst Chris
Mooney.  "Hexcel's EBITDA margins, which were 21.6% in 2013, have
improved every year since 2008, when they were 15%."  The current
EBITDA margins compare favorably to the aerospace and defense
industry average of 10%-18%.  Furthermore, Hexcel has exhibited
somewhat less volatile profitability over the past seven years,
compared with its industry peers.

"Our assessment of Hexcel's business risk profile as "fair"
reflects our expectation that volatility of profitability could
increase, based on historical data from 2006-2012, given Hexcel's
early position in the aircraft supply chain and the long lead
times from the time the company ships its product to the time the
aircraft is complete.  We assess the company's financial risk
profile as "modest," which factors in its strong credit metrics,
such as debt to EBITDA of about 1x, as well as the heavy capital
spending requirements to support new programs," S&P added.

These assessments lead to an initial analytical outcome ("anchor")
of 'bbb-'.  S&P then applies a financial policy modifier of
negative one notch, based on the lack of a clearly defined
financial policy and the possibility that Hexcel could pursue
debt-financed shareholder rewards or acquisitions that could cause
its credit metrics to deviate significantly from our base-case
forecast (which includes debt to EBITDA of 1x-2x in 2014).

"We plan to resolve the CreditWatch placement following
discussions with management regarding prospects for future
profitability and the company's financial policy.  We could raise
the rating if we believe improved operating efficiency combined
with end-market diversity will enable Hexcel to continue
generating "above-average" profitability with a volatility pattern
that is in-line with or somewhat less volatile than those of its
industry peers, causing us to revise our business risk profile
assessment to "satisfactory" from "fair."  We could also raise the
rating, potentially by more than one notch, if Hexcel commits to
maintaining credit ratios that are consistent with a "modest"
financial risk profile for a sustained period, including debt to
EBITDA below 2x," S&P noted.


HI-CRUSH PARTNERS: Moody's Assigns 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating, a
B2-PD Probability of Default Rating, and an SGL-3 Speculative
Grade Liquidity Rating to Hi-Crush Partners LP ("Hi-Crush"), and a
B2 rating to the company's proposed $200 million senior secured
term loan due 2021. The rating outlook is stable. This is the
first time Moody's has assigned ratings to this issuer.

The following rating actions were taken:

  Corporate Family Rating, assigned B2;

  Probability of Default Rating, assigned B2-PD;

  $200 million senior secured term loan due 2021, assigned B2,
  LGD3-49%;

  Speculative Grade Liquidity Rating, assigned SGL-3;

The rating outlook is stable.

On April 8, 2014, Hi-Crush Partners LP announced that it had
entered into a contribution agreement to acquire substantially all
the remaining 80% equity interest in Hi-Crush Augusta LLC
("Augusta") from Hi-Crush Proppants LLC, its Sponsor. The proceeds
from the proposed $200 million senior secured term loan and
proceeds from a common equity offering will be used to fund the
acquisition of Augusta. Hi-Crush also expects to refinance its
existing revolving credit facility (unrated) in connection with
this transaction.

Ratings Rationale

Hi-Crush's B2 Corporate Family Rating reflects its limited size,
lack of free cash flow, reliance on a single commodity product,
exposure to one cyclical end market, reliance on the hydraulic
fracturing industry for substantively all of its revenue and
operating income, and its MLP capital structure. Its credit
profile is supported by the company's solid operating results,
modest debt leverage, strong interest coverage, high profit
margins and solid market position in the growing frac-sand
industry. The company's credit profile also benefits from its
position as one of the larger frac-sand producers of high-quality
"Northern White" sand, strategically located production facilities
and logistical network, and long-standing customer relationships.

Hi-Crush's speculative grade liquidity rating of SGL-3 reflects
the company's adequate liquidity position. The company is expected
to have pro forma liquidity of approximately $158 million,
consisting of approximately $8 million in cash and an undrawn $150
million revolver (unrated) when the proposed refinancing is
complete. The company has generated negative free cash flow over
the past several years due to distributions made to the company's
unitholders and capital investments. Given the company's MLP
structure we expect the company to continue to make distributions
to its unitholders resulting in weak free cash flow generation.
The company's senior secured revolver is governed by two financial
covenants, including a leverage ratio and interest coverage ratio.
We expect the company to remain in compliance with its financial
covenants over the next 12 to 18 months.

The stable outlook presumes that market conditions remain stable
and that Hi-Crush successfully integrates the Augusta facility
into its operations. The stable outlook also assumes the company
carefully balances its debt leverage and other credit metrics with
its growth strategies.

Moody's indicated that the ratings could experience upward
momentum if the company continues to build greater scale, sustains
EBITDA margins above 30% and reduces and maintains its adjusted
leverage ratio below 2.0x.

Alternatively, Moody's stated that the ratings would be considered
for a downgrade in the event EBITDA margins deteriorate
significantly; the company pursues a more an aggressive growth
strategy that is largely debt-funded, or experiences deteriorating
operating results that lead to adjusted debt-to-EBITDA rising
above 3.0x over a sustained period, EBIT/Interest declining below
4.0x; or the company experiences liquidity pressure.

Hi-Crush Partners LP, based in Houston, Texas, is an integrated
producer, transporter, marketer and distributor of high-quality
monocrystalline sand, which is a specialized mineral used as a
proppant to recover hydrocarbons from oil and natural gas wells.
Hi-Crush owns, operates and develops sand reserves and related
excavation, processing and distribution facilities. Pro forma for
the Augusta acquisition, the company holds approximately 109
million tons of proven recoverable reserves of frac sand meeting
API specifications, has 3.2 million tons of annual processing
capacity, owns or leases 1,202 railcars and 12 destination
terminals. For the year ending December 31, 2013, the company
generated revenues of $142 million.


HI-CRUSH PARTNERS: S&P Assigns 'B+' CCR & Rates $200MM Loan 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating on Houston, Texas-based Hi-Crush Partners L.P.  The
outlook is stable.  At the same time, S&P assigned its 'B' issue-
level rating (same as the corporate credit rating) to the
company's proposed $200 million term loan B due 2021.  The
recovery rating is '3', indicating S&P's expectation of average
(50% to 70%) recovery in default scenario.

S&P's rating acknowledges that despite its small size, Hi-Crush
has maintained strong EBITDA margins above 40% in its brief
history.  While this reflects the quality of its current assets,
S&P believes the master limited partnership (MLP) will pursue a
level of acquisition-based growth that introduces additional
integration risk and could lead to higher debt levels.

Hi-Crush Partners is a producer, transporter, marketer, and
distributer of monocrystalline sand, which is a mineral used as a
proppant to enhance the recovery rates of hydrocarbons from oil
and natural gas wells.  The company owns, operates, and develops
interests in sand reserves, and related excavation and processing.
Hi-Crush was founded in 2012 and is based in Houston, Texas.

"The rating outlook is stable, reflecting our expectation that Hi-
Crush will continue to operate near current levels of
profitability and utilization," said Standard & Poor's credit
analyst Chiza Vitta.

S&P also expects leverage below 4x, even if the company makes
modest acquisitions.  However, given the company's MLP structure
and acquisition-based growth model, transformative transactions
could suddenly change the partnership's size and capital
structure, and therefore the rating.

S&P could consider a lower rating if consolidated leverage
(including funded debt of the general partner and related
entities) were to climb above 4x, or if free operating cash flows
fell below currently anticipated distribution levels.  This could
occur if the partnership pursued a large debt-financed acquisition
or if there were production disruptions at any of the facilities.

While there is an overriding financial sponsor influence on the
general partner, the financial risk profile remains constrained at
"aggressive".  A positive rating action would most likely result
from an improved business risk profile assessment.  This could
take the form of a growing track record demonstrating the
partnership's ability to fulfill and grow its customer contracts,
the successful integration of acquisitions, and consistent
profitability levels while controlling increases in leverage.


HIGH LINER: S&P Affirms 'B+' CCR & Rates $300MM Sr. Loan 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+' long-
term corporate credit rating on Lunenburg, N.S.-based High Liner
Foods Inc.  The outlook is stable.

Standard & Poor's also assigned its 'B+' issue-level rating and
'4' recovery rating to High Liner's proposed US$300 million senior
secured term loan B due 2021.  The '4' recovery rating indicates
S&P's expectation of average (30%-50%) recovery in the event of
default.  S&P do not rate the company's US$180 million senior
secured asset-based loan (ABL) facility due 2016, which S&P
expects it will extend to 2019 in conjunction with the term loan
refinancing.

S&P understands that proceeds of the new term loan will refinance
existing debt (namely the US$250 million term loan and the
repayment of a portion of the US$180 million ABL) at better
pricing and with extended maturities.

The ratings on High Liner reflect Standard & Poor's view of the
company's "weak" business risk profile and "significant" financial
risk profile, which result in an anchor score of 'bb-'.  S&P then
applied the financial policy modifier, which had a negative one-
notch impact on the anchor, as S&P believes credit ratios could
fluctuate from its projected levels because of the potential for
acquisitions.

"We base our business risk assessment on the company's narrow
product portfolio, potential for performance volatility, and
customer concentration," said Standard & Poor's credit analyst
Lori Harris.

Partially offsetting these factors, in our view, is High Liner's
solid market position in its niche as the leading supplier of
value-added frozen seafood in North America.  S&P bases its
financial risk assessment on management's stated intention of
keeping unadjusted leverage below 4.0x, as well as the potential
for volatile performance, depending on raw material pricing and
seasonality.

High Liner's pro forma revenue base has grown materially through
acquisitions in the past several years, increasing to US$947
million in 2013 from US$256 million in 2007.  The company's most
recent transaction was the debt-financed acquisition of the assets
and operations of New Bedford, Mass.-based American Pride Seafoods
LLC from American Seafoods Group LLC for about US$35 million (net
of accounts receivable).  The transaction, which closed in October
2013, bolstered High Liner's position in the U.S. food service
value-added frozen seafood segment.  In 2011, High Liner acquired
the U.S. and Asian operations of Reykjavik-based Icelandic Group
h.f. for US$233 million in a debt-financed transaction.  The
Icelandic asset purchase meaningfully increased High Liner's scale
and market position in the U.S. food service value-added frozen
seafood segment.

The stable outlook on High Liner reflects Standard & Poor's belief
that the company will maintain its solid market position in the
North American value-added frozen seafood industry, along with its
strengthened credit protection measures, including adjusted debt
to EBITDA below 4.5x and FFO to debt above 14%.

S&P could lower the ratings if the company's operating performance
falls below its expectations or if High Liner's financial
flexibility and credit ratios weaken materially, resulting in
adjusted debt to EBITDA above 5x and FFO to debt below 12%.

Given the company's acquisitive nature, S&P is unlikely to upgrade
High Liner in the next 12 months because the current ratings
provide a certain level of financial flexibility for building the
business through debt-financed acquisitions.  That said, S&P could
consider raising the ratings in the medium term if the company
demonstrates continued strengthening of its market position and
improved operating performance despite the potential for increased
competitive activity and higher commodity prices, while
maintaining leverage below 3.5x and FFO to debt above 20%.


IMS HEALTH: S&P Raises CCR to 'BB-' & Removes Rating From Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on health care information and technology services provider
IMS Health Inc. to 'BB-' from 'B+' and removed it from
CreditWatch, where it was placed with positive implications in
January.  The rating outlook is stable.

At the same time, S&P affirmed its 'BB-' issue-level rating on the
company's senior secured debt and revised its recovery rating on
this debt to '3' from '2', reflecting higher expected senior
secured debt following the $500 million issuance of the term loan
A.  The '3' recovery rating reflects S&P's expectations for
meaningful (50%-70%) recovery in the event of a default.  S&P also
raised its rating on the company's 6.0% senior unsecured notes to
'B+' from 'B', reflecting the notching of the corporate credit
rating.  S&P's recovery rating on this debt is unchanged at '5',
indicating its expectations for modest (10%-30%) recovery.  S&P
withdrew its ratings on the company's 12.5% senior unsecured debt
and its 7.375% HoldCo PIK notes, as these issues are being repaid
from IPO proceeds.

S&P's rating action follows IMS' announcement that the company has
closed its IPO, generating $1,040 million in gross proceeds to the
company.  Together with the issuance of a new $500 million term
loan A and about $145 million in revolver draws, proceeds are
being used to repay about $1,750 million in debt, reducing
leverage to around 5x on a pro forma basis from more than 6x.  S&P
expects EBITDA growth in 2014 will result in leverage falling to
about 4.8x by year end.  As a result of this decrease in leverage,
S&P is revising its financial risk profile assessment to
"aggressive" from "highly leveraged" and raising its corporate
credit rating by one notch.

"Our ratings on IMS reflect our view that IMS has a "satisfactory"
business risk profile and an "aggressive" financial risk profile,"
said credit analyst Shannan Murphy.

S&P's stable outlook on IMS reflects its expectation that mid-
single-digit revenue growth and a modest EBITDA margin expansion
will result in leverage in the high-4x range and FFO to total debt
(excluding one-time, transaction-related items) of around 13% by
year end, consistent with an "aggressive" financial risk profile.

Upside scenario

S&P could raise the rating if the company reduces its leverage
ratio to around 4.5x.  This could be achieved if IMS's growth
accelerates to high-single digits over the next 12 months or its
EBITDA margin expands by around 200 basis points.  Equally
importantly, S&P would need to be convinced that the company's
financial policies will be consistent with the maintenance of
leverage in the low- to mid-4x range on an ongoing basis.  At this
point, S&P would likely believe that the company's credit risk is
more similar to 'BB'-rated peers than the current 'BB-' peer set.

Downside scenario

S&P could lower the rating if the company's leverage is sustained
above 5x for an extended period of time.  In S&P's view, this
could occur if the company experiences pricing pressures that
result in a 400 basis point reduction in gross margins.
Alternatively, S&P would consider a lower rating if the company
completes a significant debt-funded acquisition or share
repurchase.  S&P estimates debt capacity, assuming no acquired
EBITDA, is around $200 million to $400 million.


INTERNATIONAL KNIFE: Summary Judgment Bid in Copyright Suit Nixed
-----------------------------------------------------------------
District Judge Benjamin H. Settle denied the motion of Enterprises
International, Inc., Legacy Automation, Inc., and Ovalstrapping
International for partial summary judgment on certain copyright
claims in their lawsuit against International Knife and Saw, a
South Caroline Corporation, International Knife and Saw, Inc., a
Quebec corporation, and International Knife and Saw De Mexico,
S.A. DE C.V., a Mexican variable capital corporation.  The
Plaintiffs filed a complaint on July 18, 2012, alleging multiple
causes of action against IKS-SC related to misuse of technical
drawings for knife blades ("Lamb drawings").  The Defendants
maintain they are not liable to the Plaintiffs for copyright
infringement.  Among the many arguments they wage, the Defendants
contend that only Enterprises, not its subsidiaries, has standing
to sue, and the Lamb fabrication drawings are not protected from
infringement by copyright law.  A copy of the Court's April 7,
2014 Order is available at http://is.gd/LEMKRhfrom Leagle.com.

International Knife and Saw filed for Chapter 11 reorganization in
September 2001.  In June 2003, the final decree closing IKS's
chapter 11 bankruptcy was issued.  In October 2003, the
reorganized IKS merged with Simonds International.


JAMES RIVER: S&P Lowers CCR to 'D' on Chapter 11 Filing
-------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on James River Coal Co. to 'D' from 'CCC'.  At the
same time, S&P lowered its issue rating on the company's 10%
convertible notes due 2018 and our issue rating on subsidiary
James River Escrow Inc.'s 7.875% senior unsecured notes due 2019
to 'D' from 'CCC'.

The issue level ratings on the company's 4.5% convertible notes
due 2015 and its 3.125% convertible notes due 2018 were already
'D' due to an exchange that S&P viewed to be a selective default.

The rating actions follow Richmond, Va.-based James River's
announcement that it has filed for Chapter 11 bankruptcy
protection to restructure its highly leveraged balance sheet.  The
company had about $425 million of long-term debt outstanding on
Sept. 30, 2013.  It will seek court approval for $110 million
debtor-in-possession (DIP) financing facility.

"We will reassess our recovery ratings on James River's notes
following court approval of the company's proposed DIP financing,"
said Standard & Poor's credit analyst Chiza Vitta.


JMF AUTOMOTIVE: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: JMF Automotive Properties, LLC
        6056 Route 35 N
        Sayreville, NJ 08879

Case No.: 14-16965

Chapter 11 Petition Date: April 9, 2014

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

Judge: Hon. Christine M. Gravelle

Debtor's Counsel: Andrew J. Kelly, Esq.
                  KELLY & BRENNAN, P.C.
                  1011 Highway 71, Suite 200
                  Spring Lake, NJ 07762-2030
                  Tel: (732) 449-0525
                  Fax: (732) 449-0592
                  Email: akelly@kbtlaw.com

Total Assets: $1.21 million

Total Liabilities: $2.21 million

The petition was signed by Joseph Cifalino, authorized individual.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb14-16965.pdf


KID BRANDS: Executes Waiver & Amendment to Credit Agreement
-----------------------------------------------------------
Kid Brands, Inc. on April 9 disclosed that it has executed a
waiver and amendment to its existing credit agreement with Salus
Capital Partners, LLC.

The amended credit agreement removes certain restrictions on
lending for four months, suspends existing financial covenants
through August 31, 2014 and waives specified events of default and
failures of conditions to lending, in consideration for a new
collateral coverage ratio, a 2% per annum interest rate increase,
and Company Board of Directors specified, non-voting participation
rights, among other provisions.  The provisions of the amended
agreement are described in detail in the Company's Form 8-K filed
today with the SEC.

Kerry Carr, Executive Vice President, COO and CFO, commented, "We
appreciate the support of Salus Capital as we continue to examine
a broad range of strategic and financing alternatives for the
Company.  We believe that our amended credit agreement provides
Kid Brands with the opportunity to comprehensively evaluate
financing and liquidity options intended to strengthen our
business and enhance shareholder value."

                         Kid Brands, Inc.

Kid Brands, Inc. -- http://www.kidbrands.com-- and its
subsidiaries engage in the design, development and distribution of
infant and juvenile branded products.  Its design-led products are
primarily distributed through mass market, baby super stores,
specialty, food, drug, independent and ecommerce retailers
worldwide.

The Company's current operating subsidiaries consist of: Kids
Line, LLC; LaJobi, Inc.; Sassy, Inc.; and CoCaLo, Inc.  Through
these wholly-owned subsidiaries, the Company designs, manufactures
(through third parties) and markets branded infant and juvenile
products in a number of complementary categories including, among
others: infant bedding and related nursery accessories and decor
and nursery appliances (Kids Line(R) and CoCaLo(R)); nursery
furniture and related products (LaJobi(R)); and developmental toys
and feeding, bath and baby care items with features that address
the various stages of an infant's early years, including the
Kokopax(R) line of baby gear products (Sassy(R)).  In addition to
the Company's branded products, the Company also markets certain
categories of products under various licenses, including
Carter's(R), Disney(R), Graco(R) and Serta(R).


LEHIGH VALLEY RACQUET: Bank Lenders Shutter Fitness Club
--------------------------------------------------------
Sam Kennedy and Dan Sullivan, writing for The Morning Call, report
that Lehigh Valley Racquet and Fitness Clubs began notifying
members Tuesday night (April 8) that all three of its round-the-
clock facilities were closing permanently.

The report says company officials could not be reached, but
Tuesday evening a woman identifying herself over the phone as a
front-desk employee said banks had decided to shut down the West
End, Trexlertown and Bethlehem gyms.  She said employees were as
stunned by the news as were fitness club members.

Lehigh Valley Racquet and Fitness was founded by John F. Brinson
in 1979.  The chain -- then called 24-7 Fitness -- filed for
Chapter 11 bankruptcy protection in 2012, precipitating Brinson's
resignation as CEO.  The chain cited "unmanageable interest rate"
on an $8 million mortgage.  According to the report, the chain in
recent years faced increased competition from low-cost, no-frills
gyms such as Planet Fitness, which offers monthly $10 memberships.

The report also says many members are now wondering about refunds.
The report adds State Attorney General Kathleen Kane's office is
"gathering information" on prepaid memberships, according to
spokeswoman Carolyn E. Myers. "We encourage club members to file
complaints with our Bureau of Consumer Protection either through
our website or by calling 1-800-441-2555," she said.


LILY GROUP: Court Approves Jefferson & Brewer as CRO
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
authorized Lily Group Inc. to employ Jefferson & Brewer LLC as its
chief restructuring officer to assist the Debtor in navigating
through the balance of open matters in the Chapter 11 proceeding.

The firm will be authorized and tasked to make decisions for the
Debtor in relation to the Chapter 11 proceeding which include, but
are not limited to, finalization of the sale of substantially all
of the Debtor's assets, claims reconciliation, analyzing and
authorizing avoidance and recovery claims, managing the bankruptcy
estate and processes, and additional matters of this nature.

The firm will charge $300 per hour for services rendered, and
reimbursement of costs, with such fees and costs capped at a
maximum of 20% of gross recoveries by the estate.

The Debtor assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                        About Lily Group Inc.

Lily Group Inc., the developer of an open-pit coal mine in Green
County, Indiana, filed a petition for Chapter 11 reorganization
(Bankr. S.D. Ind. Case No. 13-81073) on Sept. 23, 2013, in Terre
Haute, estimating assets and debt both exceeding $10 million.

The Debtor is represented by Courtney Elaine Chilcote, Esq., and
David R. Krebs, Esq., at Tucker, Hester, Baker & Krebs, LLC, in
Indianapolis, Indiana.

U.S. Trustee Nancy J. Gargula appointed four members to the
official committee of unsecured creditors in the Chapter 11 cases
of Lily Group Inc. Faegre Baker Daniels LLP represents the
Committee.


LITHIUM TECHNOLOGY: Verdant Energy Stake at 59.1% as of April 3
---------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Verdant Energy Storage LLC and VRDT
Corporation disclosed that as of April 3, 2014, they beneficially
owned 1,515,018,200 shares of common stock of Lithium Technology
Corporation representing 59.1 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                        http://is.gd/fEergR

                      About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

The Company was not able to file its annual report for the period
ended Dec. 31, 2011, and its quarterly reports for the succeeding
periods.

For the nine months ended Sept. 30, 2011, the Company reported a
net loss of $12.26 million on $6.06 million of total revenue.  The
Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.83
million in total assets, $35.09 million in total liabilities and a
$26.26 million total stockholders' deficit.

                           Going Concern

As reported by the TCR on April 8, 2011, Amper, Politziner &
Mattia, LLP, Edison, New Jersey, after auditing the Company's
financial statements for the year ended Dec. 31, 2010, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                         Bankruptcy Warning

The Form 10-Q for the quarter ended Sept. 30, 2011, noted that the
Company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.

The Company raised capital through the sale of securities closing
in the second quarter of 2011 and realized proceeds from the
licensing of its technology pursuant to the terms of a licensing
agreement and the sale of inventory used in manufacturing its
batteries as part of the establishment of a joint venture in the
fourth quarter of 2011, but is continuing to seek other financing
initiatives and needs to raise additional capital to meet its
working capital needs, for the repayment of debt and for capital
expenditures.  Such capital is expected to come from the sale of
securities.  The Company believes that if it raises approximately
$4 million in additional debt and equity financings it would have
sufficient funds to meet its needs for working capital, capital
expenditures and expansion plans through the year ending Dec. 31,
2012.

No assurance can be given that the Company will be successful in
completing any financings at the minimum level necessary to fund
its capital equipment, debt repayment or working capital
requirements, or at all.  If the Company is unsuccessful in
completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In that case the Company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


LONG BEACH MEDICAL: April 25 Set as Claims Bar Date
---------------------------------------------------
In the Chapter 11 cases of Long Beach Medical Center et al., the
Bankruptcy Court for the Eastern District of New York has entered
an Order establishing (i) April 25, 2014 as the last date for each
person or entity (including individuals, partnerships, limited
liability companies, corporations, joint ventures and trusts) to
file a proof of claim based on prepetition claims, including
claims under section 503(b)(9) of the Bankruptcy Code, and (ii)
August 18, 2014 as the last date for each governmental unit to
file a proof of claim based on prepetition claims against any of
the Debtors.

For a copy of the Order and a sample proof of claim form, you
may contact the Debtors' Claims Agent:

     GCG, Inc.
     P.O. Box 10040,
     Dublin, Ohio 43017-6640
     Tel: (877) 900-4498
     E-mail: LOBinfo@gcginc.com

                   About Long Beach Medical Center

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

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

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

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

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

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

South Nassau Communities Hospital has offered $21 million to
purchase the assets.  The Bankruptcy Court has approved bidding
procedures.  An auction has been scheduled for April 29, 2014, and
SNCH will be the stalking horse bidder.


LPATH INC: Files Post-Effective Amendment to Form S-1
-----------------------------------------------------
LPath, Inc., filed a post-effective amendment No. 3 to Form S-1 to
update its Registration Statement to incorporate by reference its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2013, which the Company filed with the U.S. Securities and
Exchange Commission on March 18, 2014.

The SEC declared the initial registration Statement effective on
Feb. 14, 2012, in connection with the Company's March 9, 2012,
offering of Units.  Each Unit consisted of one share of the
Company's Class A common stock and a warrant to purchase 0.5 of a
share of the Company's Class A common stock.  The SEC declared
Post-Effective Amendment No. 1 to the Initial Registration
Statement effective on May 9, 2012, and Post-Effective Amendment
No. 2 to the Initial Registration Statement effective on April 25,
2013.

The Post-Effective Amendment No. 3 registers the issuance of up
912,526 shares of the Company's Class A common stock issuable upon
exercise of outstanding warrants that were issued as part of the
March 9, 2012, offering.

No additional securities are being registered under this Post-
Effective Amendment No. 3.

The Company's common stock is traded on the NASDAQ Capital Market
under the symbol "LPTN."  On March 20, 2014, the closing sale
price of the Company's common stock on the Nasdaq Capital Market
was $4.84 per share.

A copy of the Post-Effective Amendment is available at:

                       http://is.gd/ibDSVE

                        About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $5.16 million.  Lpath disclosed a net loss of $2.75
million in 2012, as compared with a net loss of $3.11 million in
2011.  The Company's balance sheet at Sept. 30, 2013, the Company
had $17.96 million in total assets, $7.61 million in total
liabilities, and $10.35 million in total stockholders' equity.


LYON WORKSPACE: Settlement With Sentry Insurance Approved
---------------------------------------------------------
The Hon. Janet S. Baer of the U.S. Bankruptcy Court for the
Northern District of Illinois has approved a settlement agreement
between Lyon Workspace Products, L.L.C., et al., and Sentry
Insurance Company regarding satisfaction of Sentry's secured
claim, and the disposition of excess collateral.

Sentry provided the Debtors with workers' compensation insurance,
both pre- and post-petition.

On April 23, 2013, Sentry filed a proof of claim, indicating a
prepetition claim of $1,419,658, fully secured by loss fund
deposits of $39,000 and a $1,600,000 letter of credit.

The Debtors and Sentry had arm's-length negotiations and desired
to resolve all issues relating to insurance coverage and the
Sentry claims, by consenting to the Court's entry of an order (i)
granting Sentry an allowed claim of $1,200,000 and authorizing
mutual releases.  The parties' settlement was approved by Court
order dated Feb. 24, 2014.

The stipulation provides that, among other things:

   1. Sentry will pay $439,000 (settlement funds) to the Debtors'
estate (the amount by which the security exceeds Sentry allowed
claim); and

   2. the Debtors are authorized to pay Chicago Series of Lockton
Companies, LLC its fee of $43,900, an amount equal to 10% of any
collateral returned to the Debtors pursuant to the Court's order
on Oct. 16, 2013, approving the Debtor's employment of Lockton for
related services.

As reported in the Troubled Company Reporter on Oct. 29, 2013, the
Debtors employed Lockton Companies, LLC, to, among other things,
perform a feasibility study and analysis to determine if a
loss portfolio transfer in lieu of negotiating the return of
collateral, is in the best interests of the Debtors' estates.

A copy of the settlement agreement is available for free at
http://bankrupt.com/misc/LYONWORKSPACE_settlementorder.pdf

               About Lyon Workspace Products, L.L.C.

Lyon Workspace Products, L.L.C. and seven affiliates sought
Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 13-2100) on
Jan. 19, 2012.

Lyon Workspace -- http://www.lyonworkspace.com/-- was a
manufacturer and supplier of locker and storage products.  It had
400 full-time employees, 53% of whom are salaried employees.
Eight percent of the employees are members of the Local Union No.
1636 of the United Steelworkers of America, A.F.L.-C.I.O.  The
Debtor disclosed $41,275,474 in assets and $37,248,967 in
liabilities as of the Chapter 11 filing.

Attorneys at Perkins Coie LLP serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

Lyon Workspace -- http://www.lyonworkspace.com/-- was a
manufacturer and supplier of locker and storage products.  It had
400 full-time employees, 53% of whom are salaried employees.
Eight percent of the employees are members of the Local Union No.
1636 of the United Steelworkers of America, A.F.L.-C.I.O.  The
Debtor disclosed $41,275,474 in assets and $37,248,967 in
liabilities as of the Chapter 11 filing.

Attorneys at Perkins Coie LLP serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.


MASON COPPELL: Court Okays Sale Protocol; Bid Deadline Today
------------------------------------------------------------
The U.S. Bankruptcy Court in Dallas, Texas, on April 4 authorized
Mason Coppell OP, LLC d/b/a Sandy Lake; Mason Georgetown OP, LLC
d/b/a Estrella Oaks; Mason Georgetown RealCo, LLC; Mason Mesquite
OP, LLC d/b/a Edgewood; and Mason Round Rock OP, LLC d/b/a San
Gabriel, to enter into a stalking horse agreement with THI of
Baltimore, Inc., or its designees, for the sale of the Debtors'
assets.

Judge Stacey Jernigan also gave her thumbs up on the procedures
for the bidding and auction of the assets.  The Court also
approved the Break-Up Fee in the amount of $485,000 plus the
Expense Reimbursement of no more than $100,000, that will be
payable to THIB in the event the Debtors close a deal with another
buyer.

The Debtors intend to sell these assets:

     -- The "Facility Assets", consisting of interests of the
Operating Debtors in all of their inventory, fixtures, furniture,
equipment, vehicles, software and certain intangible assets,
including books and records pertaining to the facilities'
operations and patient care, and, to the extent transferable, all
licenses, permits and certifications of the Facilities.

     -- The "Estrella Real Estate", consisting of the fee title to
the land, and the building, appurtenances, fixtures and equipment
comprising the Estrella Oaks facility described and referenced as
the "Premises" in the Lease Agreement dated June 19, 2013 between
Mason Georgetown and Mason RealCo.

Competing offers are due April 11.  Each Proposal must state a
total purchase price of at least $16.1 million and form of
consideration for the Assets to be purchased pursuant to the
Proposal with an allocation of the price for (i) the Estrella Real
Estate of at least $12.1 million, and (ii) the Facility Assets of
at least $4 million, plus the applicable bid increments.

While cash is preferred for the total purchase price, the minimum
cash component necessary for a bid to be considered a Qualified
Bid must not be less than the sum of the Stalking Horse purchase
price for the Facility Assets ($4 million), plus the minimum
initial bid increment of $685,000.

Competing offers may be submitted to Louis E. Robichaux IV, the
Debtors' chief restructuring officer -- lrobichaux@deloitte.com --

The Debtors, in consultation with primary lender, Oxford Finance
LLC, and the Creditors' Committee, will review Proposals.  The
Debtors will notify all Bidders whether their bid constitutes a
Qualified Bid on or before April 12.

If the Debtors determine, in the exercise of their business
judgment, that they have received more than one Qualified Bid for
the Assets, an auction will be held on April 15, 2014, at 1:00
p.m. (CST), at the offices of Munsch Hardt Kopf & Harr, P.C., 3800
Lincoln Plaza, 500 N. Akard Street, Dallas, Texas.

A hearing to consider approval of the winning bid will be held
April 16.  The Court order provides that the closing of the sale
must occur on or before April 30.

Objections to the sale are due April 11, and must be delivered to:

     -- Counsel for the Operating Debtors:

        Munsch Hardt Kopf & Harr PC
        Attn.: Joe E. Marshall
        3800 Ross Tower
        500 N. Akard Street
        Dallas, TX 75201-6659
        E-mail: jmarshall@munsch.com

     -- Counsel for Mason RealCo:

        Wick Phillips Gould & Martin, L.L.P.
        Jonathan S. Covin, Esq.
        2100 Ross Avenue, Suite 950
        Dallas, TX 75201
        E-mail: jonathan.covin@wickphillips.com

     -- Counsel for the Committee:

        Cox Smith Mathews Incorporated
        Attn: Mark Andrews
        1201 Elm Street, Suite 3300
        Dallas, TX 75270
        E-mail: mandrews@coxsmith.com

     -- Counsel for Oxford:

        Vedder Price P.C.
        Attn: Jon Aberman
        222 North LaSalle Street
        Chicago, IL 60601
        E-mail: jaberman@vedderprice.com

     -- Counsel for Craig Kelly:

        Kaplan & Moon, PLLC
        Attn: James P. Moon, Esq.
        3102 Maple Ave., Suite 200
        Dallas, TX 75201
        E-mail: jpmpllc@gmail.com

     -- Counsel for THIB:

        Arent Fox LLP
        Attn: George P. Angelich, Esq.
        1675 Broadway
        New York, NY 10019-5820
        E-mail: George.Angelich@arentfox.com

     -- the United States Trustee's Office

        Office of the United States Trustee
        Attn: Nancy Resnick, Esq.
        1100 Commerce Street
        Room 9-C-60
        Dallas, TX 75242
        E-mail: Nancy.S.Resnick@usdoj.gov

     -- Counsel for Broadmore Health Realty, Ltd. and
        Corr Health Realty, LLC:

        Ritcheson, Lauffer & Vincent, P.C.
        Attn: Scott A. Ritcheson
        821 ESE Loop 323 Suite 530
        Tyler, TX 75703
        E-mail: scottr@rllawfirm.net

                     About Mason Coppell

Mason Coppell OP, LLC, Mason Georgetown OP, LLC, Mason Mesquite
OP, LLC, and Mason Round Rock OP, LLC operate five skilled nursing
homes in Texas. Mason Georgetown RealCo, LLC, owns the real estate
and building for the operations of Mason Georgetown. They
initiated the Chapter 11 cases to effectuate a prompt transfer of
their assets and operations to preserve patient safety and any
potential value for creditors.

Mason Coppell OP, LLC, et al., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Tex. Case Nos. 14-31327 to 14-14-31334) on
March 18, 2014.  Judge Stacey Jernigan presides over the cases.

The Debtors estimated assets of at least $10 million and debts of
at least $10 million.

The Debtors, except Mason Georgetown Realco, are represented by:

     MUNSCH HARDT KOPF & HARR, P.C.
     Joe E. Marshall, Esq.
     Thomas D. Berghman, Esq.
     500 N. Akard Street, Suite 3800
     Dallas, TX 75201-6659
     Telephone: (214) 855-7500
     Facsimile: (214) 978-4365
     E-mail: tberghman@munsch.com

          - and -

     Timothy A. Million, Esq.
     700 Milam, Suite 2700
     Houston, TX 77002
     Telephone: (713) 222-4010
     Facsimile: (713) 222-5810
     E-mail: tmillion@munsch.com

Debtor Georgetown Realco is represented by:

     WICK PHILLIPS GOULD & MARTIN, LLP
     Jonathan S. Covin, Esq.
     Shayla L. Friesen, Esq.
     2100 Ross Avenue, Suite 950
     Dallas, TX 75201
     Tel: (214) 692-6200
     Fax: (214) 692-6255

Deloitte Transactions and Business Analytics, LLP, acts as the
Debtors' restructuring advisor with Louis Robichaux serving as
chief restructuring officer.

On March 28, 2014, the United States Trustee appointed an
Unsecured Creditors' Committee in the cases.  To date there has
been no request made for the appointment of a trustee or examiner.
A patient care ombudsman has not yet been appointed.  However, the
Court has scheduled a show cause hearing on April 15 to consider
the appointment of an Ombudsman.


MASON COPPELL: Mesquite Has $175,000 Financing From 2 Vendors
-------------------------------------------------------------
Mason Mesquite OP, LLC d/b/a Edgewood seeks permission from the
Bankruptcy Court to incur postpetition financing.

Mason Mesquite said it has approached RehabCare Group East, Inc.
d/b/a RehabCare Group Therapy Services, Inc. and Pharmacy
Corporation of America d/b/a PharMerica, the two largest vendors
for Mason Mesquite in terms of services currently being provided.
RehabCare and PharMerica have agreed to provide financing on an
unsecured basis by temporarily deferring the payment on their
post-petition services, in the amount of approximately $175,000,
through April 30.  The Post-Petition Lenders, in exchange, will be
provided certain protections pursuant to section 364(c) of the
Bankruptcy Code.

Mason Mesquite said the financing will provide it with
approximately five weeks to facilitate a prompt transfer and
transition of its facility and complete the administration of its
bankruptcy case.

Without access to this funding or absent another form of post-
petition financing, Mason Mesquite lacks adequate funds to operate
its facility at a level to ensure that resident and patient care
standards are maintained.  In addition to the risks to residents
and patients, Mason Mesquite believes that this would result in a
loss of substantial value to the Estates and to all creditors.

Mason Mesquite operates the Edgewood Rehabilitation and Care
Center located at 1101 Windbell Drive, Mesquite, Texas.  The
facility has an operating capacity of 142 licensed beds.  Mason
Mesquite has operated the Edgewood facility since its opening in
September of 2011.  Mason Mesquite leases the Edgewood facility
from Broadmore Health Realty, LTD, which was executed on Aug. 19,
2011 and is for a period of 10 years.

Since the Petition Date, Mason Mesquite has financed the operation
of the Edgewood facility solely through its revenues. Mason
Mesquite has now determined, however, that it requires additional
sources of cash or capital over the next 30 to 45 days to (i)
continue the operation of its business; (ii) maintain the Edgewood
facility; and (iii) maintain standards of care for its patients
and residents.

Mason Mesquite had no secured debt.  As of the Petition Date,
Mason Mesquite had only unsecured debt consisting of: (1) vendor
payables in the amount of approximately $1.55 million; (2) lease
and executory contract obligations in the amount of approximately
$13.1 million; (3) and unsecured subordinated promissory note
obligations between $2.0 million and $2.6 million.  The Mason
Promissory Notes are subordinated to amounts due under the
Mesquite Lease, but are pari passu with other general unsecured
obligations.

All creditors are advised that Mason Mesquite and RehabCare and
PharMerica Lenders have not concluded their negotiations regarding
the Budget.  Mason Mesquite said it is willing to discuss entering
into similar post-petition financing arrangements with its other
post-petition vendors.  To the extent any vendor desires to enter
into a similar financing arrangement, they should contact Mason
Mesquite's counsel prior to the hearing on the request, which is
scheduled for April 16 at 1:30 p.m. in Dallas.

Mason Mesquite has filed with the Court a proposed order, which
provides for a limited carve out for (i) fees and expenses of the
Office of the United States Trustee that Mason Mesquite is
required to pay pursuant to 28 U.S.C. Sec. 1930(b)(6) and (ii) the
allowed fees and expenses of professionals retained by Mason
Mesquite and counsel retained by the Committee, in the amounts set
forth in the Budget.

The interest rate for the DIP Loans will be at an annual
percentage rate of 8% per annum.  No Exit Fee and Expenses will be
paid.

Mason Mesquite agreed with the Lenders that it will not seek to
obtain financing from any third party that would result in any
third party obtaining a claim with a higher priority than those
granted to the Post-Petition Lenders.

The closing (i.e., the entry of an order granting the relief
requested in this Motion) is to occur on or before April 17.

Objections to the financing are due on the hearing date.

                     About Mason Coppell

Mason Coppell OP, LLC, Mason Georgetown OP, LLC, Mason Mesquite
OP, LLC, and Mason Round Rock OP, LLC operate five skilled nursing
homes in Texas. Mason Georgetown RealCo, LLC, owns the real estate
and building for the operations of Mason Georgetown. They
initiated the Chapter 11 cases to effectuate a prompt transfer of
their assets and operations to preserve patient safety and any
potential value for creditors.

Mason Coppell OP, LLC, et al., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Tex. Case Nos. 14-31327 to 14-14-31334) on
March 18, 2014.  Judge Stacey Jernigan presides over the cases.

The Debtors estimated assets of at least $10 million and debts of
at least $10 million.

The Debtors, except Mason Georgetown Realco, are represented by
Joe E. Marshall, Esq., Thomas D. Berghman, Esq., and Timothy A.
Million, Esq., at Munsch Hardt Kopf & Harr, P.C.  Georgetown
Realco is represented by Jonathan S. Covin, Esq., and Shayla L.
Friesen, Esq., at Wick Phillips Gould & Martin, LLP.

Deloitte Transactions and Business Analytics, LLP, acts as the
Debtors' restructuring advisor with Louis Robichaux serving as
chief restructuring officer.

On March 28, 2014, the United States Trustee appointed an
Unsecured Creditors' Committee in the cases.  To date there has
been no request made for the appointment of a trustee or examiner.
A patient care ombudsman has not yet been appointed.  However, the
Court has scheduled a show cause hearing on April 15 to consider
the appointment of an Ombudsman.

Counsel for the Committee is Cox Smith Mathews Incorporated's Mark
Andrews, Esq.

Counsel for Oxford is Vedder Price P.C.'s Jon Aberman, Esq.

Counsel for THI of Baltimore, Inc., the stalking horse bidder for
the Debtors' assets, is Arent Fox LLP's George P. Angelich, Esq.


MASON COPPELL: Texas Agencies Want to Preserve Recoupment Rights
----------------------------------------------------------------
The Texas Health and Human Services Commission and the Texas
Department of Aging and Disability Services filed a Limited
Objection to the request of Mason Coppell OP, LLC, et al., to
incur postpetition secured financing from Oxford Finance LLC and
to utilize cash collateral.

The Texas Agencies said any Final Cash Collateral Order or DIP
Financing Order should carve out sufficient funds for storage and
disposal of the Debtors' medical records.  Any Final Cash
Collateral Order should also retain the State's Medicaid
recoupment rights.

The Texas Agencies noted that Oxford, the prepetition lender to
certain of the Debtors, is purportedly owed $3,945,179.97 under
various prepetition credit facilities.  In their Motion, the
Debtors are seeking to incur additional financing of at least
$1,467,000 from Oxford, secured by valid, binding, perfected, non-
avoidable, first priority liens and security interests in all of
the property of the Oxford Debtors and their Estates.  If
approved, the liens would be subordinate only to the fees and
expenses of the Office of the United States Trustee and the
professionals retained by the Debtors and the Official Committee
of Unsecured Creditors.  The Texas Agencies said the carve out
fails to include funds necessary for the maintenance and disposal
of resident medical records, which constitute an administrative
expense pursuant to 11 U.S.C. Sec. 503(b)(8)(A). In addition, the
State is concerned that the relief sought by the Motion would
serve to cut off HHSC's and/or DADS's recoupment rights under the
Medicaid provider agreements between the State and the Debtors.

The Debtors filed the DIP Financing Motion on the Petition Date as
part of their "first day" pleadings.  On March 21, 2014, the Court
granted the relief sought in the Motion on an interim basis, and
set a final hearing on the Motion on April 7, 2014 at 9:30 a.m.

                     About Mason Coppell

Mason Coppell OP, LLC, Mason Georgetown OP, LLC, Mason Mesquite
OP, LLC, and Mason Round Rock OP, LLC operate five skilled nursing
homes in Texas. Mason Georgetown RealCo, LLC, owns the real estate
and building for the operations of Mason Georgetown. They
initiated the Chapter 11 cases to effectuate a prompt transfer of
their assets and operations to preserve patient safety and any
potential value for creditors.

Mason Coppell OP, LLC, et al., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Tex. Case Nos. 14-31327 to 14-14-31334) on
March 18, 2014.  Judge Stacey Jernigan presides over the cases.

The Debtors estimated assets of at least $10 million and debts of
at least $10 million.

The Debtors, except Mason Georgetown Realco, are represented by
Joe E. Marshall, Esq., Thomas D. Berghman, Esq., and Timothy A.
Million, Esq., at Munsch Hardt Kopf & Harr, P.C.  Georgetown
Realco is represented by Jonathan S. Covin, Esq., and Shayla L.
Friesen, Esq., at Wick Phillips Gould & Martin, LLP.

Deloitte Transactions and Business Analytics, LLP, acts as the
Debtors' restructuring advisor with Louis Robichaux serving as
chief restructuring officer.

On March 28, 2014, the United States Trustee appointed an
Unsecured Creditors' Committee in the cases.  To date there has
been no request made for the appointment of a trustee or examiner.
A patient care ombudsman has not yet been appointed.  However, the
Court has scheduled a show cause hearing on April 15 to consider
the appointment of an Ombudsman.

Counsel for the Committee is Cox Smith Mathews Incorporated's Mark
Andrews, Esq.

Counsel for Oxford is Vedder Price P.C.'s Jon Aberman, Esq.

Counsel for THI of Baltimore, Inc., the stalking horse bidder for
the Debtors' assets, is Arent Fox LLP's George P. Angelich, Esq.


MILLINEUM MAINTENANCE: Case Summary & 5 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Millineum Maintenance Management, Inc
        297 Latrobe Ave
        Northfield, IL 60093

Case No.: 14-13198

Chapter 11 Petition Date: April 9, 2014

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

Judge: Hon. Benjamin Goldgar

Debtor's Counsel: William L Needler, Esq.
                  WILLIAM L. NEEDLER AND ASSOCIATES LTD.
                  555 Skokie Blvd Ste 500
                  Northbrook, IL 60062
                  Tel: 847 559-8330
                  Fax: 847 559-8331
                  Email: williamlneedler@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Cynthia Marin, president.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb14-13198.pdf


MJC AMERICA: EWB Agrees to Continued Cash Collateral Use
--------------------------------------------------------
MJC America, Ltd., filed a stipulation with East West Bank
authorizing the continued use of cash collateral until Aug. 31,
2014, to pay the expenses during the operative period set forth in
the budget and to the extent actually incurred by the Debtor for
its business operations.

A copy of the Budget is available for free at:

     http://bankrupt.com/misc/MJCAMERICA_107_cashcollstip.pdf

As reported by the Troubled Company Reporter on Jan. 31, 2014, the
Hon. Sandra R. Klein of the U.S. Bankruptcy Court for the Central
District of California approved on Dec. 30, 2013, a stipulation
between the Debtor and EWB over the Debtor's use of cash
collateral.  The parties agreed that the stipulation will expire
by its own terms at the close of business on April 30, 2014.

The Debtor will pay EWB monthly adequate protection payments, in
cash, in the amount of $75,000 each month that the Debtor is
authorized to use cash collateral.  Each monthly payment will be
paid by the 15th day of each month in which the Debtor is
authorized to use cash collateral, commencing on April 16, 2014.
EWB will be allowed to permanently apply the adequate protection
payments to any obligations owed by the Debtor to EWB under the
terms of the credit facility which is secured by property of the
bankruptcy estate.

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.


MMRGLOBAL INC: Projects Record First Quarter Revenue
----------------------------------------------------
MMRGlobal, Inc., projects first quarter 2014 revenue from all
sources to be among the highest in the Company's history driven by
licensing and Personal Health Record sales.  The Company also
announced that all licensing and sales agreements up for renewal
to date in 2014 have been renewed for at least another year.  Much
of the revenue that has already been received by the Company is a
result of licensing from the Company's MyMedicalRecords, Inc.,
patent portfolio.  MMR also projects significantly increased
revenues starting in the second quarter of 2014 from retailer and
direct-to-consumer sales help driven by increasing interest in
maintaining a Personal Health Record as a result of millions spent
by the government on advertising HealthCare.gov.

Additionally, the Company forecasts continued revenue from its
biotechnology assets based on the latest information available to
the Company pursuant to the terms of its thirteen million dollar
biotech licensing agreement.  The Company also has begun entering
into agreements with licensed medical cannabis dispensaries to
sell Personal Health Records direct to consumers at retail.

MyMedicalRecords, Inc., has also filed patent infringement
complaints against Allscripts Healthcare Solutions, Inc., Jardogs,
Quest Diagnostics, Inc., and WebMD for infringement of two of its
ten U.S. health IT patents: U.S. Patent No. 8,301,466 and U.S.
Patent No. 8,498,883. MMR's patent portfolio also includes U.S.
Patent Nos. 8,121,855; 8,117,045; 8,117,646; 8,321,240; 8,352,287;
8,352,288; 8,626,532 and 8,645,161, as well as numerous pending
applications.  MMR also owns additional HIT patents in 11 other
countries or regional territories of commercial interest including
Australia, Singapore, New Zealand, Mexico, Japan, Canada, China,
Hong Kong, South Korea, Israel and Europe.  MMR is also continuing
licensing talks with EMR vendors and others in the United States,
Australia and Israel regarding licensing and sales of its health
IT patents, products and services.

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

MMRGlobal incurred a net loss of $5.90 million in 2012, as
compared with a net loss of $8.88 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $2.69 million in total
assets, $9.80 million in total liabilities and a $7.11 million
total stockholders' deficit.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred significant operating losses and
negative cash flows from operations during the years ended
Dec. 31, 2012, and 2011, that raise substantial doubt about the
Company's ability to continue as a going concern.


MOBILESMITH INC: Cherry Bekaert LLP Raises Going Concern Doubt
--------------------------------------------------------------
MobileSmith, Inc., filed with the U.S. Securities and Exchange
Commission on March 27, 2014, its annual report of Form 10-K for
the year ended Dec. 31, 2013.

Cherry Bekaert LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has suffered recurring losses from operations and has a working
capital deficiency as of Dec. 31, 2013.

The Company reported a net loss of $27.53 million on $339,039 of
total revenues in 2013, compared with a net loss of $4.4 million
on $147,468 of total revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $1.43 million
in total assets, $30.22 million in total liabilities, and a
stockholders' deficit of $28.79 million.

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

                       http://is.gd/cLZZp7

                      About MobileSmith Inc.

MobileSmith, Inc. (formerly, Smart Online, Inc.) was incorporated
in the State of Delaware in 1993.  The Company changed its name to
MobileSmith, Inc., effective July 1, 2013.  The Company develops
and markets software products and services tailored to users of
mobile devices.  The Company's flagship product is The
MobileSmithTM Platform.  The MobileSmithTM Platform is an
innovative, patents pending mobile app development platform that
enables organizations to rapidly create, deploy, and manage
custom, native smartphone apps deliverable across iOS and Android
mobile platforms.

Smart Online disclosed a net loss of $4.39 million in 2012, as
compared with a net loss of $3.54 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $1.67 million in total
assets, $31.59 million in total liabilities, and stockholders'
deficit of $29.92 million.

Cherry Bekaert LLP, in Raleigh, North Carolina, 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 working capital deficiency as of Dec. 31, 2012, which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


MOMENTIVE PERFORMANCE: Eyes Chapter 11 Bankruptcy Filing
--------------------------------------------------------
The management of Momentive Performance Materials Inc., a wholly
owned subsidiary of Momentive Performance Materials Holdings LLC,
has determined that the Company is unable to file its Annual
Report on Form 10-K for the period ended December 31, 2013 on
March 31, 2014, without unreasonable effort or expense because,
for the following reasons, management needs additional time to
analyze and finalize the Company's financial statements.

The Company is currently in active discussions with various
stakeholders regarding alternatives to modify its capital
structure and reduce the Company's leverage. The Company has been
required to devote key personnel and administrative resources,
including the personnel and resources of its accounting and
financial reporting organization, to matters relating to these
discussions. The Company believes these discussions will be
concluded shortly. As part of this process, a filing under Chapter
11 of the U.S. Bankruptcy Code may provide the most expeditious
manner in which to effect a plan of reorganization that may be
proposed by the Company. However, there can be no assurance that
an agreement can be reached with the Company's stakeholders or
that any transaction with the Company's stakeholders will be
consummated.

Although the Company is currently in compliance with the
indentures governing its outstanding notes and its credit
agreements, the Company has concluded there is substantial doubt
about its ability to continue as a going concern for the next
twelve months and expects that the audit report by its independent
public accounting firm, with respect to the financial statements
to be included in the Annual Report on Form 10-K, will contain an
explanatory paragraph expressing substantial doubt about the
Company's ability to continue as a going concern. The going
concern issue has generated substantial additional disclosures and
has required the Company to change certain assumptions related to
balance sheet classifications, certain debt-related deferred costs
and income taxes.

For these reasons, the Company has not been able to file its
Annual Report on Form 10-K for the year ended December 31, 2013
within the prescribed time period. Management is diligently
working to close its books and records and to complete preparation
of the financial statements as soon as practicable.

The Company also said it expects to report net sales of
approximately $2,398 million for 2013, compared to net sales of
$2,357 million reported in 2012.  The Company also expects to
report net loss of approximately $465 million for 2013, compared
to net loss of $365 million reported in 2012.  The increase in
expected net loss in 2013 as compared to 2012 is primarily driven
by non-cash adjustments due to changes in certain assumptions
related to the going concern issue.  Additionally, the Company
expects to report operating income of approximately $30 million,
compared to an operating loss of $39 million reported in 2012.
The increase in operating income was primarily due to the increase
in net sales, as well as decreases in selling, general and
administrative expense, as well as a decrease in restructuring and
other one-time costs.

According to Bethany Bump, writing for The Daily Gazette, a
company spokesman said April 7 that Momentive is close to
finalizing a plan that would keep it in business for the long
term.  The report also said Momentive spokesman John Kompa said
the company has substantial institutional debt that has become
difficult to pay because of weakening demand and overcapacity in
its industry sector.

The Wall Street Journal reported that Momentive is working with
creditors, including Oaktree Capital Management LLC, GSO Capital
Partners and Third Avenue Management, to negotiate a plan to
restructure $4.4 billion in debt as it is apparently unable to
make an upcoming interest payment of about $60 million. The
restructuring is expected to cut its debt load to about $1.3
billion, according to the report.

The Gazette report said none of these actions would affect
Momentive Specialty Chemicals Inc., another operating company
owned by parent company Apollo Global Management.

                    Jack Boss to Lead Division

On March 28, Momentive Performance Materials named Jack Boss as
President of its Silicones and Quartz Division, effective March
31.  Mr. Boss will be responsible for leading the silicones and
quartz business globally.

Mr. Boss' career spans more than 30 years in the specialty
chemicals and materials industry.  Most recently, he was President
of Honeywell Safety Products at Honeywell International (NYSE:
HON) from February 2012 to March 2014.  Prior to 2014, Mr. Boss
held other senior leadership positions at Honeywell International,
including Vice President and General Manager of Specialty Products
and Vice President and General Manager of Specialty Chemicals
during his 11 year tenure at the company. Mr. Boss also previously
served as Vice President and General Manager of the Specialty and
Fine Chemicals business of Great Lakes Chemical Corporation and
Vice President and Business Director at International Specialty
Products. He has an MBA in marketing and finance from Rutgers
University and a bachelor's degree in mechanical engineering from
the University of West Virginia.

Mr. Boss's terms of employment provide, among other things, that
he will (i) receive an annual base salary of $585,000 for his
first year ("Base Salary"), (ii) be eligible to receive annual
cash incentive compensation payments (the "Annual Bonus") with a
target Annual Bonus opportunity of 80% of his Base Salary; (iii) a
sign-on bonus of $1,300,000 (the "Sign-On Bonus") paid over a two
year period with the first payment of $500,000 made in July 2014
and the second payment of $800,000 made in April 2015; (iv)
receive severance equal to 18 months of Base Salary in the event
of a termination by the Company without cause; (v) receive
relocation benefits under the Company's relocation policy; and
(vi) be eligible for four weeks of vacation and the Company's
usual health benefits.  In addition, the Company undertook to use
its reasonable best efforts to cause Mr. Boss to be nominated for
an equity grant with a targeted value of $8.0 million. If an
equity award with the aforementioned equity target value is not
granted to him, Mr. Boss has the right to terminate employment for
good reason and receive any unpaid amount of the Sign-On Bonus and
the full amount of severance.

                       Incentive Plan Okayed

On March 21, 2014, the Compensation Committee of the Board of
Directors of Momentive Performance Materials Inc. and the
Compensation Committee of the Board of Managers of Momentive
Performance Materials Holdings LLC, the Company's indirect parent
company approved the 2014 annual incentive compensation plan for
the Company.  The Company named executive officers and other
specified members of management are eligible to participate in the
2014 IC Plan.

Under the 2014 IC Plan, named executive officers have the
opportunity to earn cash bonus compensation based upon the
achievement of certain division and/or Parent performance targets
established with respect to the plan.  The performance targets are
established based on the following performance criteria: EBITDA
(earnings before interest, taxes, depreciation and amortization)
adjusted to exclude certain non-cash, certain non-recurring
expenses and discontinued operations ("Segment EBITDA"),
environment, health & safety ("EH&S") targets which measure severe
incident factor (SIF) OSHA recordable injuries and environmental
incidents, and cash flow.

The Company said, "Targets for Segment EBITDA, EH&S statistics,
and cash flow for participants with non-divisional roles are based
upon the results of the Parent and its subsidiaries, including our
results and the results of Momentive Specialty Chemicals Inc."

The performance criteria for participants are weighted by
component. Participants have 60% of their incentive compensation
tied to achieving Parent, division, and/or business unit Segment
EBITDA targets, 10% (5% SIF OSHA recordable injuries, 5%
environmental incidents) tied to the achievement of Parent,
division or business unit EH&S goals, and 30% tied to the
achievement of Parent or division cash flow targets. Minimum,
lower middle, target, upper middle and maximum thresholds were
established for the Segment EBITDA performance criteria. Target
and maximum thresholds were established for the SIF performance
criteria. Minimum, target and maximum thresholds were established
for the environmental incidents and cash flow performance
criteria.

The payouts for achieving the minimum thresholds are a percentage
of the allocated target award for the component (30% for Segment
EBITDA and 50% for cash flow and EH&S). The payouts for achieving
the maximum thresholds are 175% or 200% of the allocated target
award, depending on the executive's position.

Each performance measure under the 2014 IC Plan acts independently
such that a payout of one element is possible even if the minimum
target threshold for another is not achieved. Any payments under
the 2014 IC Plan are subject to the prior approval of audited
annual financial results.

             About Momentive Performance Materials Inc.

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.

Momentive Performance Materials Holdings LLC is the ultimate
parent company of Momentive Performance Materials Inc. and
Momentive Specialty Chemicals Inc.  The capital structures and
legal entity structures of both Momentive Performance Materials
Inc. and Momentive Specialty Chemicals Inc. and their respective
subsidiaries and direct parent companies, remain separate.
Momentive Performance Materials Inc. and Momentive Specialty
Chemicals Inc. file separate financial and other reports with the
Securities and Exchange Commission.  Momentive is controlled by
investment funds affiliated with Apollo Global Management, LLC.

The Company's balance sheet at Sept. 30, 2013, showed $2.86
billion in total assets, $4.13 billion in total liabilities and a
$1.26 billion total deficit.

                           *     *     *

In April 2014, 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.

Also in April, Standard & Poor's Ratings Services lowered its
corporate credit rating on Momentive to 'CC' from 'CCC-'.  At the
same time, S&P lowered the rating on MPM's first-priority senior
secured notes to 'CCC-' from 'CCC'.  The issue rating is one notch
above the corporate credit rating.  The recovery rating remains
unchanged at '2', indicating S&P's expectation of substantial (70%
to 90%) recovery in the event of a payment default.


MONTREAL MAINE: Derailment Victims' Ch. 11 Plan Gets Nixed
----------------------------------------------------------
Judge Louis H. Kornreich of the U.S. Bankruptcy Court for the
District of Maine rejected the disclosure statement for a
competing Chapter 11 plan filed by a group representing the
estates of the 47 victims of Montreal Maine & Atlantic Railway
Ltd.'s devastating July train derailment, holding that the
proposed plan is flawed and unconfirmable, Law360 reported.

Judge Kornreich, according to the Law360 report, denied without
prejudice the disclosure statement detailing a proposed competing
Chapter 11 plan submitted by an unofficial committee seeking to
establish a compensation fund for wrongful death and personal
injury claimants.

As previously reported by The Troubled Company Reporter, the
unofficial committee -- consisting of the representatives of the
probate estates of the 47 victims in the Lac-Megantic, Quebec
derailment -- proposed a plan that will distribute 75% of the $25
million in insurance recoveries to those who died, and 25% to
people whose property was damaged or destroyed.  Another proposal
is before the Canadian court overseeing the Debtor's bankruptcy
proceeding.  In Canada, lawyers for a class of 1,500 damage
victims advocate a distribution under Canadian law giving the
entire $25 million to victims, and nothing to lawyers.  The
Canadian proposal also calls for distributing the $14.3 million
realized from selling the railroad to claimants under Canadian
law.

                       About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.,
and D. Sam Anderson, Esq.  Development Specialists, Inc., serves
as the Chapter 11 trustee's financial advisor.  Gordian Group,
LLC, serves as the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.

MM&A Canada is represented by Patrice Benoit, Esq., at Gowling
LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by:
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.

The Fortress unit is represented by Terence M. Hynes, Esq., and
Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75% of the $25 million in
available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25% would be earmarked for claimants seeking compensation
for property that was damaged when much of the town burned.
Former U.S. Senator George Mitchell, a Democrat who represented
Maine in the U.S. Senate from 1980 to 1995 and who is now chairman
emeritus of law firm DLA Piper LLP, would administer the plan and
lead the effort to wrap up MM&A's Chapter 11 bankruptcy.

As reported by the Troubled Company Reporter on April 3, 2014,
Judge Kornreich ruled that the unofficial committee of wrongful
death claimants and its counsel have failed to comply with Rule
2019 of the Federal Rules of Bankruptcy Procedure, and as a result
of that failure, the Unofficial Committee and its counsel will not
be heard on any pending matter in the case.


MOUNTAIN PROVINCE: Posts C$26.6-Mil. Net Loss in 2013
-----------------------------------------------------
Mountain Province Diamonds Inc. filed with the U.S. Securities and
Exchange Commission on March 27, 2014, its annual report of Form
20-F for the year ended Dec. 31, 2013.

The Company currently has no source of revenues.  In the years
ended Dec. 31, 2013, 2012 and 2011, the Company incurred losses,
had negative cash flows from operating activities, and will be
required to obtain additional sources of financing to complete its
business plans going into the future.  Although the Company had
working capital of C$35.13 million at Dec. 31, 2013, including
C$35.69 million of cash and short-term investments, the Company
has insufficient capital to finance its operations and the
Company's share of development costs of the Gahcho Kue Project
over the next 12 months.

The Company is currently investigating various sources of
additional funding to increase the cash balances required for
ongoing operations over the foreseeable future.  These additional
sources include, but are not limited to, share offerings, private
placements, rights offerings, credit and debt facilities, as well
as the exercise of outstanding options.  However, there is no
certainty that the Company will be able to obtain financing from
any of those sources.  These conditions indicate the existence of
a material uncertainty that results in substantial doubt as to the
Company's ability to continue as a going concern.

The Company reported a net loss of C$26.6 million on C$355,428 of
interest income in 2013, compared with a net loss of C$3.34
million on C$147,762 of interest income in 2012.

The Company's balance sheet at Dec. 31, 2013, showed
C$110.37 million in total assets, C$19.17 million in total
liabilities, and stockholders' equity of C$91.19 million.

A copy of the Form 20-F is available at:

                       http://is.gd/RpKEYV

                  About Mountain Province Diamonds

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49 percent interest in the Gahcho Kue
Project.

Mountain Province disclosed a net loss of C$3.33 million for the
year ended Dec. 31, 2012, a net loss of C$11.53 million in 2011,
and a net loss of C$14.53 million in 2010.

The Company's balance sheet at Sept. 30, 2013, showed C$81.07
million in total assets, C$12.42 million in total liabilities and
C$68.64 million in total shareholders' equity.


NEPHROS INC: Obtains $2.1 Million From Rights Offering
------------------------------------------------------
Nephros, Inc., successfully completed its rights offering pursuant
to which the Company received gross proceeds of $2.14 million.  A
portion of the proceeds was used for the repayment of the $1.5
million note issued to Lambda Investors LLC, Nephros' largest
shareholder, in November 2013 in connection with its loan to
Nephros, plus $61,000 of accrued interest thereon.  Nephros issued
a total of 7,140,822 shares of common stock to the holders of
subscription rights who validly exercised their subscription
rights, which represents 77 percent of the total shares offered in
the rights offering.

"Nephros is pleased to have closed the shareholders rights
offering," said John C. Houghton, president, chief executive
officer and acting chief financial officer.  He added that, "The
net proceeds from these transactions will provide Nephros with
funds to pursue the further commercialization of our high
performance liquid purification filters and our on-line mid-
dilution hemodiafiltration system."

Pursuant to the rights offering, Lambda Investors LLC has the
right, but not the obligation, to purchase up to 2,025,845 shares
of common stock of the company, representing the unsubscribed
shares in the rights offering, before the close of business on
March 31, 2014.

                           About Nephros

River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters.  Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.

Nephros reported a net loss of $3.26 million in 2012, a net loss
of $2.36 million in 2011, and a net loss of $1.9 million in 2010.
The Company's balance sheet at Sept. 30, 2013, showed $2.55
million in total assets, $2.12 million in total liabilities
and $430,000 in total stockholders' equity.

Rothstein Kass, in Roseland, New Jersey, expressed substantial
doubt about Nephros' 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 incurred negative cash flow from operations and net
losses since inception.


NEW ACADEMY: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Katy, Texas-based parent company New Academy
Holding Co. LLC.  The outlook is stable.

In addition, S&P withdrew its 'B' corporate credit rating on
subsidiaries, New Academy Finance Co. LLC and Academy Ltd.  S&P
also affirmed its ratings on the company's debt.

"We assess the anchor on New Academy Holding Co. LLC (Academy) as
'b', based on our assessment of the company's business risk
profile as "weak" and financial risk profile as "highly
leveraged".  Modifiers did not have an impact on the rating," said
credit analyst Kristina Koltunicki. "Academy's "weak" business
risk profile signifies its participation in the highly competitive
and mature sporting goods industry, the discretionary nature of
its merchandise, and its modest geographic concentration in the
southern U.S. Academy's every-day low pricing strategy, growing
geographic footprint, and enhanced supply chain has aided the
company's performance growth, which we expect will continue over
the next 12 months.  We believe Academy's diversified product
offering that includes traditional sporting goods items and
outdoor recreational merchandise will provide consumers with a
value-added proposition not found at many competing retail
chains."

The stable rating outlook reflects S&P's expectations for
continued positive revenue gains from new stores and low-single-
digit comparable-store sales at existing stores that should result
in EBITDA gains.  However, S&P expects the company's very
aggressive financial policies, which would include additional
debt-financed dividends, to offset any credit protection measure
improvements.

Downside scenario

S&P could lower the rating if the company becomes more aggressive
with additional debt financed dividends, increasing leverage over
6.5x.  S&P could also lower the rating if the company is unable to
successfully manage its growth or if merchandise missteps result
in meaningful margin pressures.  At that time, margins would be
about 250 bps below S&P's expectations and same-store sales would
be flat, increasing leverage to a similar level.

Upside scenario

S&P considers an upgrade unlikely over the next 12 months, as it
expects the company's financial sponsors could take another debt-
financed dividend if leverage declines below the 5.0x area.  S&P
would consider a higher rating if it reassess the company's
financial risk profile to "aggressive", which would require S&P to
view the company's risk of releveraging as low.  Under this
scenario, debt to EBITDA would need to remain below approximately
5x on a sustained basis.


OVERSEAS SHIPHOLDING: Gets Approval of Plan Support Agreement
-------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware approved the plan support agreement between Overseas
Shipholding Group, Inc., et al., with its largest lenders.

The pact was originally up for approval at a March 20 hearing, but
Judge Walsh agreed to postpone consideration at the request of the
recently formed equity committee, which argued it needed more time
to evaluate the agreement, Law360 reported.

The Plan Support Agreement was entered among the Debtors and
certain of the lenders holding an aggregate of approximately 60%
of amounts outstanding under the Company's $1.5 billion credit
agreement, dated as of Feb. 9, 2006.

As a result of additional lenders acceding to the Plan Support
Agreement, lenders holding approximately 72% of amounts
outstanding under the Credit Agreement are now Consenting Lenders.
The Plan Support Agreement requires such Consenting Lenders to
support and vote in favor of a proposed plan of reorganization of
the Debtors consistent with the terms and conditions set forth in
the term sheet attached as an exhibit to and incorporated into the
Plan Support Agreement.

On Feb. 27, 2014, the Debtors and the Consenting Lenders entered
into an amendment to the Plan Support Agreement.  The Amendment
increases the amount to be raised by the Company through the
rights offering contemplated by the Plan Support Agreement --
Rights Offering -- from $150 million to $300 million, which Rights
Offering will be back-stopped by the Consenting Lenders, their
designees or their assignees. In addition, the Debtors and
Consenting Lenders agreed to increase the amount of debt financing
contemplated to be raised by the Debtors pursuant to the Plan from
$625 million to $735 million.  The proceeds of such financing,
together with the additional proceeds from the Rights Offering
will enable the Debtors to satisfy the claims of Danish Ship
Finance A/s in full in cash.  As a result, the Debtors will
retain, for the benefit of the Debtors' reorganized business, the
ten vessels over which DSF has security interests.  The Plan
Support Agreement, as amended, remains subject to the approval of
the Bankruptcy Court.

A copy of the Amendment Agreement dated Feb. 27, 2014, among the
Debtors and the Consenting Lenders, is available at
http://is.gd/NTgo4W

                   About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PACIFIC GOLD: Okays Assignment of $100,000 Outstanding Notes
------------------------------------------------------------
Pacific Gold Corp., agreed to the assignment of $100,000, in
principal amount of outstanding notes, which represent notes the
Company issued to the original debt holder on March 25, 2013.  The
assignment was to a third party that is not affiliated with the
Company.  In connection with the assignment, the Company agreed to
various, substantial modifications of the note for the benefit of
the new holder, which enhance and reset the conversion features of
the note and change many other basic terms of the note.  As a
result of the amendments, the note now:

    (i) has a conversion rate of a 45 percent discount to the
        daily VWAP price of the common stock based on a five day
        period prior to the date of conversion, which rate will be
        subject to certain adjustments;

   (ii) has an annual interest rate of 12 percent, due at
        maturity;

  (iii) has a new maturity date of March 7, 2015;

   (iv) permits prepayment only with a premium of 50 percent of
        the amount being repaid;

    (v) has ratchet protection of the conversion anti-dilution
        provisions for all future issuances or potential issuances
        of securities by the Company at less than the then
        conversion rate; and

   (vi) has additional default provisions, including a default
        penalty of 50 percent of outstanding principal and
        interest at the time of default.

The Company has also agreed that the assigned debt will not be
subordinate to new debt, other than purchase money and similar
debt, which may have the effect of limiting the Company's access
to additional debt capital while the note is outstanding.  The
assigned portion of the principal note has a conversion rate at an
approximate 45 percent discount to market and, without taking into
account the conversion of any of the interest to be earned or
converted, represents the potential issuance of 400,000,000
shares, limited to a maximum conversion right at any one time to
4.99 percent of the then outstanding shares of common stock of the
company.

On March 18, 2014, the Company issued a new promissory note in the
amount of $95,000 that is due on Jan. 2, 2016, with an interest
rate of 10 percent which interest is paid at the maturity of the
note.  The promissory note and the accrued interest are
convertible into common stock of the Company at $0.004 per share,
at the option of the note holder, in any amount, from time to time
during the term.  The note is assignable.  The note has standard
default provisions.

                         About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

Pacific Gold disclosed a net loss of $16.62 million in 2012, as
compared with a net loss of $1.38 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $2.02 million in total
assets, $4.07 million in total liabilities, and stockholders'
deficit of $2.05 million.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, 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 losses from
operations, has negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


PANACHE BEVERAGE: Annual Stockholders' Meeting Set on June 18
-------------------------------------------------------------
The Board of Directors of Panache Beverage Inc. has approved
Wednesday, June 18, 2014, as the date of the 2014 annual meeting
of the Company's stockholders.  Qualified stockholder proposals
(including proposals made pursuant to SEC Rule 14a-8) to be
presented at the 2014 Annual Meeting and in the Company's proxy
statement and form of proxy relating to that meeting must be
received by the Company at its principal executive offices located
at 150 Fifth Avenue, 3rd Floor, New York, NY 10011, addressed to
the Secretary of the Company.

In accordance with Regulation 14A and the Company's Bylaws, those
proposals must be received by the Company not later than the close
of business on April 4, 2014.  All proposals must comply with
applicable Delaware law, the rules and regulations promulgated by
the Securities and Exchange Commission and the procedures set
forth in the Bylaws.

                      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.


PETROFORTE BRASILEIRO: Judge Grants Ch. 15 Petition
---------------------------------------------------
Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida, Miami Division, recognized Petroforte
Brasileiro de Petroleo Ltda.'s proceeding in the 18th Civil
District Court of Sao Paulo, State of Sao Paulo, in Brazil, as a
foreign man proceeding pursuant to Section 1517(b)(1) of the
Bankruptcy Code.

All persons and entities are stayed from commencing or continuing
any action or proceeding concerning the assets, rights,
obligations or liabilities of Petroforte or its related parties in
the United States.

Law360 said the order will allow Dr. Afonso Henrique Alves Braga,
who serves as trustee in Petroforte's 1.2 billion reais (US$519.6
million) insolvency case in Brazil, to go after assets he says
were transferred to the U.S.

Dr. Afonso Henrique Alves Braga filed a petition under Chapter 15
of the U.S. Bankruptcy Code for Petroforte Brasileiro de Petroleo
Ltda. on March 7, 2014 (Case No. 14-15408, Bankr. S.D. Fla.).  The
Chapter 15 Petitioner's counsel is Gregory S Grossman, Esq., at
ASTIGARRAGA DAVIS MULLINS & GROSSMAN PA, in Miami, Florida.


PETRON ENERGY: Investor Swaps Debt for Shares
---------------------------------------------
Petron Energy II, Inc., entered into a master exchange agreement
with an investor who is the holder of certain outstanding debt
securities of the Company and certain options to purchase certain
outstanding debt securities of the Company in the aggregate amount
of $393,268 that the Institutional Investor acquired from TCA
Global Credit Master Fund L.P.

Pursuant to the Agreement and subject to its terms and conditions,
the Institutional Investor has agreed to exchange the Debt
Securities for shares of the Company's common stock, $0.0001 par
value per share, in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act of 1933, as
amended and Rule 144(d)(3)(ii) of the Securities Act, as
promulgated by the United States Securities and Exchange
Commission under the Securities Act.  The Institutional Investor
shall receive 30,303,030 shares in exchange for the initial
Exchange Amount of Debt Securities exchanged by the Institutional
Investor pursuant to the Agreement and shall exchange the
remaining Debt Securities at its sole option from time to time.

A copy of the Master Exchange Agreement is available for free at:

                        http://is.gd/ZfFWDA

                        About Petron Energy

Dallas-based Petron Energy II, Inc., is engaged primarily in the
acquisition, development, production, exploration for and the sale
of oil, gas and gas liquids in the United States.  As of Dec. 31,
2011, the Company is operating in the states of Texas and
Oklahoma.  In addition, the Company operates two gas gathering
systems located in Tulsa, Wagoner, Rogers and Mayes counties of
Oklahoma.  The pipeline consists of approximately 132 miles of
steel and poly pipe, a gas processing plant and other ancillary
equipment.  The Company sells its oil and gas products primarily
to a domestic pipeline and to another oil company.

KWCO, PC, in Odessa, TX, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company's
significant operating losses since inception raise substantial
doubt about its ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $3.27
million in total assets, $4.79 million in total liabilities and a
$1.51 million total stockholders' deficit.


PGX HOLDINGS: S&P Withdraws 'B' CCR at Company's Request
--------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings on
PGX Holdings Inc., including the 'B' corporate credit rating.

"We withdrew the ratings on PGX at the company's request," said
Standard & Poor's credit analyst Martha Toll-Reed.


PHARMAGEN INC: M&K CPAs Raises Going Concern Doubt
--------------------------------------------------
Pharmagen, Inc., filed with the U.S. Securities and Exchange
Commission on March 31, 2014, its annual report on Form 10-K for
the year ended Dec. 31, 2013.

M&k CPAs, PLLC, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has a history of incurring net losses and has an accumulated net
loss.

The Company reported a net loss of $6.0 million on $4.81 million
of total revenues in 2013, compared to a net loss of $2.77 million
on $4.26 million of total revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $1.28 million
in total assets, $8.87 million in total liabilities, and a
stockholders' deficit of $7.71 million.

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

                     http://is.gd/F2c385

Pharmagen, Inc., offers sterile pharmaceutical solutions. The
Company distributes hard to find and specialty drugs to health
care providers, while also providing over-the-counter
pharmaceuticals. Pharmagen serves the health care and
pharmaceutical industry in the United States.


PHILADELPHIA ENTERTAINMENT: Files Ch. 11 Liquidation Plan
---------------------------------------------------------
Philadelphia Entertainment and Development Partners, L.P., filed
with the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania a Chapter 11 plan of liquidation, which revolves
around the sale of the Debtor's assets to repay claims.

The Plan is the result of negotiations by and among the Debtor,
RBS Citizens, National Association, the City of Philadelphia, and
various of the Debtor's other creditors.  RBS Citizens is a holder
of a secured claim.  RBS Citizens has agreed to allow holders of
general unsecured claims to receive a specified percentage
recovery on their claims before RBS Citizen will have any right to
receive a distribution on account of its unsecured deficiency
claim.

The General Partner and Limited Partners of the Debtor are making
a cash contribution to the Debtor in the aggregate amount of
$750,000 and RBS Citizens will contribute to the Debtor $150,000
from the proceeds of the sale of certain real property of the
Debtor, which amount is to be used by the Debtor or the
Liquidation Trustee, as applicable, to (i) fund the costs and
expenses of the Debtor for preparing for the Chapter 11 Case, (ii)
fund the costs and expenses of administering the Chapter 11 Case,
and (iii) pay in full all Allowed Administrative Expense Claims,
Allowed Compensation and Reimbursement Claims, and Allowed
Priority Claims.

A full-text copy of the Disclosure Statement explaining the Plan
is available at http://bankrupt.com/misc/PHILADELPHIAds0402.pdf

Philadelphia Entertainment and Development Partners, L.P., filed a
Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 14-12482)
on March 31, 2014.  Brian R. Ford signed the petition as
authorized signatory.  The Debtor estimated assets of at least $10
million and liabilities of at least $50 million.  DLA Piper LLP
(US) serves as the Debtor's counsel.  Judge Magdeline D. Coleman
oversees the case.


PHILADELPHIA ENTERTAINMENT: Employs DLA Piper as Counsel
--------------------------------------------------------
Philadelphia Entertainment and Development Partners, L.P., seeks
authority from the U.S. Bankruptcy Court for the Eastern District
of Pennsylvania to employ DLA Piper LLP (US) as general bankruptcy
counsel.

DLA bills the Debtors at the following hourly rates: $530 to
$1,120 for partners; $300 to $940 for counsel; $320 to $730 for
associates; and $85 to $455 for para-professionals.  The
restructuring attorney leading the DLA engagement in these chapter
11 cases is Thomas R. Califano, Esq. --
thomas.califano@dlapiper.com -- a partner at DLA Piper (US) ,
whose present hourly rate is $950.  DLA will also charge the
Debtors for out-of-pocket expenses incurred in the rendition of
services.

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

Philadelphia Entertainment and Development Partners, L.P., filed a
Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 14-12482)
on March 31, 2014.  Brian R. Ford signed the petition as
authorized signatory.  The Debtor estimated assets of at least $10
million and liabilities of at least $50 million.  DLA Piper LLP
(US) serves as the Debtor's counsel.  Judge Magdeline D. Coleman
oversees the case.


PHILADELPHIA ENTERTAINMENT: Taps Cozen O'Connor as Litig. Counsel
-----------------------------------------------------------------
Philadelphia Entertainment and Development Partners, L.P., seek
authority from the U.S. Bankruptcy Court for the Eastern District
of Pennsylvania to employ Cozen O'Connor P.C. as special
litigation counsel.

Accordingly, the Debtor and Cozen entered into an engagement
agreement, dated as of March 7, 2014, pursuant to which the Debtor
retained Cozen to provide legal advice to the Debtor and to
pursue, to a judgment or settlement the Debtor's claim for the
return or refund of the license fee in the amount of $50 million
the Debtor was required to pay to the Pennsylvania Gaming Control
Board for a Category 2 slot machine.

In consideration of the legal services proposed to be rendered by
Cozen in pursuing the Fee Claim, the Debtor seeks authorization
for Cozen to retain out of any Recovery for or on account of the
Fee Claim a 25% contingency fee of all sums received or recovered
by settlement or trial for the Fee Claim.  In addition, the Debtor
will pay to Cozen a non-refundable advance deposit in the amount
of $50,000 to be applied by Cozen solely on account of its fees
for legal services to be rendered pursuant to the Engagement
Agreement.  The Contingent Fee will not be reduced by the amount
of the Deposit.

All investigation and court costs, court reporter, expert fees and
witness fees, and any other costs and expenses incurred by Cozen
in connection with its prosecution of the Fee Claim, or for any
other services pursuant to the Engagement Agreement or Cozen's
efforts to obtain Court approval of its retention, will be paid by
the Debtor and not out of the Deposit or the Contingent Fee.



Cozen holds an unsecured claim against the Debtor in the amount of
approximately $6,500,000 for their fees and costs on account of
professional services rendered to the Debtor prior to the Petition
Date.  The Debtor does not believe, however, that this unsecured
claim creates any interest adverse to the Debtor or to the
Debtor's estate with respect to the matter on which Cozen is to be
employed.

F. Warren Jacoby, Esq. -- fjacoby@cozen.com -- vice chairperson of
Cozen O'Connor P.C., assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.  Mr. Jacoby discloses that Cozen
formerly provided legal services to HSP Gaming, L.P. (Sugarhouse)
in connection with its efforts to develop and construct a casino
on Delaware avenue in Philadelphia.

Philadelphia Entertainment and Development Partners, L.P., filed a
Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 14-12482)
on March 31, 2014.  Brian R. Ford signed the petition as
authorized signatory.  The Debtor estimated assets of at least $10
million and liabilities of at least $50 million.  DLA Piper LLP
(US) serves as the Debtor's counsel.  Judge Magdeline D. Coleman
oversees the case.


PLYMOUTH OIL: Fights Creditor's Chapter 7 Conversion Motion
-----------------------------------------------------------
Plymouth Oil Company, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of Iowa an objection to Plymouth Energy
L.L.C.'s motion to convert the Debtor's Chapter 11 case to
liquidation under Chapter 7 of the Bankruptcy Code.

As reported by the Troubled Company Reporter on April 2, 2014,
Plymouth Energy asserts that (i) the Debtor has been out of
business for seven months; (ii) the Debtor's plan was not
confirmed and its only possible remaining business has "no
reasonable probability of success"; (iii) the Debtor will have
its plant foreclosed on April 14, 2014; (iv) the Debtor is
administratively insolvent; (v) the Debtor has been late in
filing monthly reports on a regular basis and it has not paid
its most recent quarterly fee to the U.S. Trustee.

In its April 1, 2014 response, the Debtor assures the Court that
(i) it is currently working with Iowa Prairie Bank to sell its
remaining assets through two Section 363 sales, one of which is
pending; and (ii) it will promptly file the few outstanding
monthly operating reports and pay the small amount of outstanding
U.S. Trustee fees.  The Debtor says that the conversion motion has
been brought by Plymouth Energy, a defendant in a pending
adversary lawsuit brought by the Debtor for the recovery of
$1.9 million paid to Plymouth Energy for installation of
fractionation equipment which Plymouth Energy never installed.

"Additionally, Plymouth Energy's status as a creditor and party in
interest is debatable.  The Debtor has scheduled Plymouth Energy
as a disputed creditor and objects to Plymouth Energy's claim,
inasmuch as Plymouth Energy's claim (Claim No. 36 in the amount of
$440,947.32) is far less than the amount Plymouth Energy owes to
the Debtor," the Debtor says in its April 1 filing.

Iowa Prairie Bank objects to the conversion motion, asserting that
the anticipated sale of the Mill property by the Debtor in
possession may generate funds in excess of the claims secured by
the property.  The Unsecured Creditors' Committee urges the Court
to not convert the Debtor's case to Chapter 7 for the reason that
the majority of the Committee believes that keeping the matter in
the Chapter 11 is the best chance for any recovery by the
unsecured creditors.

Daniel M. McDermott, the U.S. Trustee for Region 12, in its
April 1 court filing, says the Debtor should not be permitted to
remain in Chapter 11 if it cannot satisfy the basic reporting
requirements.  The monthly reports for December, January, and
February are delinquent.  The Debtor has not paid a quarterly fee
for the fourth quarter of 2013.  Payment of the fourth-quarter fee
was due by Jan. 31, 2014.

Prairie Sun Foods, LLC, which acquired all the notes, mortgages,
collateral documents and claims of the bridge lenders as they
relate to the Debtor, has joined in the motion to convert.  In the
alternative, it requests dismissal of the case.

The Committee is represented by:

      A. Frank Baron, Esq.
      Baron, Sar, Goodwin, Gill & Lohr
      750 Pierce Street
      P.O. Box 717
      Sioux City, Iowa 51102
      Tel: 712/277-1015
      Fax: 712/277-3067
      E-mail : afbaron@baronsar.com

Prairie Sun is represented by:

      T. Randall Wright, Esq.
      Brandon R. Tomjack, Esq.
      Eric J. Adams, Esq.
      Baird Holm LLP
      1500 Woodmen Tower
      1700 Farnam Street
      Omaha, Nebraska 68102-2068
      Tel: (402) 344-0500
      Fax: (402) 344-0588
      E-mail: rwright@bairdholm.com
              btomjack@bairdholm.com
              eadams@bairdholm.com

Iowa Prairie is represented by:

      Dan Childers, Esq.
      Elderkin & Pirnie, P.L.C.
      316 Second Street SE, Suite 124
      P.O. Box 1968
      Cedar Rapids, IA 52406-1968
      Tel: (319) 362-2137
      Fax: (319) 362-1640
      E-mail: dchilders@elderkinpirnie.com

                         About Plymouth Oil

Plymouth Oil Company, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Iowa Case No. 12-01403) in Sioux City on July 23,
2012.  In its amended schedules, the Debtor disclosed $21,623,349
in total assets and $12,891,586 in total liabilities.

Plymouth Oil -- http://www.plymouthoil.com-- owned a $30 million
extraction plant located at 22058 K-42 Merrill, Iowa, directly
across from the new Plymouth Energy Ethanol Plant.

Founded by local investors, Plymouth Oil Company, started
operations in February 2010 purchasing raw corn germ and refining
this material into de-oiled germ meal and kosher food-grade
cooking oil.  The plant was capable of pumping out 90 tons of corn
oil each day and about 300 tons of DCGM (defatted corn germ meal)
daily, which is used for hog, poultry and dairy feed.  The plant
was later shut down.

Bankruptcy Judge Thad J. Collins presides over the case.  Bradley
R. Kruse, Esq., and Adam J. Freed, Esq., at Brown, Winick, Graves,
Gross, Baskerville and Schoenebaum, P.L.C., represent the Debtor
as counsel.  The petition was signed by David P. Hoffman,
president.

Secured creditors Arlon Sandbulte, Ryan Lake, Dirk Dorn, Steven
Vande Brake, and Iowa Corn Opportunities, LLC, are represented by
lawyers at Baird Holm LLP in Omaha, Nebraska.

On Oct. 28, 2013, the Bankruptcy Court denied confirmation of
the Debtor's Chapter 11 plan and allowed secured lenders owed
$8.3 million on a bridge loan to foreclose.  A copy of the Plan
is available at http://bankrupt.com/misc/plymouthoil.doc120.pdf


PUERTO RICO: Big Hedge Funds Roll Dice on Debt
----------------------------------------------
Matt Wirz, writing for The Wall Street Journal, reported that
several large hedge funds doubled down on Puerto Rico in last
month's giant bond sale despite the U.S. territory's financial
struggles, according to confidential documents reviewed by The
Wall Street Journal.

Och-Ziff Capital Management LLC, Fir Tree Partners, Perry Capital
LLC and Brigade Capital Management each bought more than $100
million of the bonds, the report said, citing a list of buyers of
the $3.5 billion deal. The list doesn't show whether the firms
continue to hold the bonds, which carried junk credit ratings, or
whether they sold some or all of their purchases afterward.

John Paulson's Paulson & Co. also purchased more than $100 million
of the deal, the report related.  It isn't clear whether Mr.
Paulson owned Puerto Rico debt before. His firm invested in a
Puerto Rico hotel earlier this year.

Hedge funds and other nontraditional buyers of municipal bonds
bought around 70% of the deal when it was offered, according to
calculations based on the document -- an atypically high level for
municipal-bond offerings, the report further related.  Many
investors said they were drawn by the high yields and discounted
price, though market participants said another major draw for
buyers was the prospect of boosting the value of their existing
investments in the island.

Junk-rated municipal debt is rare and most municipal debt is
bought by mutual funds and individual investors, according to the
report.  Many mutual funds can't buy debt rated below investment
grade.


PULSE ELECTRONICS: J. Dickson Quits as SVP, CIO & Human Resources
-----------------------------------------------------------------
John Dickson will no longer serve as senior vice president, chief
information officer and Human Resources of Pulse Electronics
Corporation, effective as of May 19, 2014.  Mr. Dickson will be
entitled to severance benefits under the Pulse Electronics
Corporation Executive Severance Policy.

                       About Pulse Electronics

San Diego, California-based Pulse Electronics Corporation --
http://www.pulseelectronics.com/-- is a global producer of
precision-engineered electronic components and modules, operating
in three business segments: Network product group; Power product
group; and Wireless product group.  As of Dec. 28, 2012, Pulse had
$188 million in total assets.

As reported by the TCR on Juy 8, 2013, the Company dismissed
KPMG LLP as its independent registered public accounting
firm.  Grant Thornton LLP was hired as replacement.

Pulse Electronics reported a net loss of $27.02 million on $355.67
million of net sales for the year ended Dec. 27, 2013, as compared
with a net loss of $32.09 million on $373.16 million of net sales
for the year ended Dec. 28, 2012.

As of Dec. 27, 2013, the Company had $188.83 million in total
assets, $242.39 million in total liabilities and a $53.55 million
total shareholders' deficit.


PURADYN FILTER: Liggett, Vogt & Webb Raises Going Concern Doubt
---------------------------------------------------------------
Puradyn Filter Technologies Incorporated filed with the U.S.
Securities and Exchange Commission on March 27, 2014, its annual
report of Form 10-K for the year ended Dec. 31, 2013.

Liggett, Vogt & Webb, P.A., expressed substantial doubt about the
Company's ability to continue as a going concern, citing negative
cash flow from operations of $957,941 and a working capital
deficiency of $769,907.

The Company reported a net loss of $1.33 million on $2.54 million
of net sales in 2013, compared with a net loss of $2.23 million on
$2.57 million of net sales in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $1.4 million
in total assets, $11.62 million in total liabilities, and a
stockholders' deficit of $10.23 million.

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

                       http://is.gd/0lhe2U

                       About Puradyn Filter

Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) designs, manufactures and markets the puraDYN's Oil
Filtration System.

Puradyn Filter reported a net loss of $2.22 million on
$2.57 million of net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $1.61 million on $2.67 million of net
sales during the prior year.

Liggett, Vogt & Webb, P.A., in Boynton Beach, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring losses from
operations, its total liabilities exceed its total assets, and it
has relied on cash inflows from an institutional investor and
current stockholder.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


QUANTUM FOODS: Section 341(a) Meeting Continued to April 21
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Quantum Foods LLC
has been continued to April 21, 2014, at 1:30 p.m.  The meeting
will be held at J. Caleb Boggs Federal Building, 844 King St.,
Room 2112, Wilmington, Delaware.

                        About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Daniel J.
McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr,
Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq.,
Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, serve as local counsel.
City Capital Advisors is the investment banker.  FTI Consulting,
Inc.  also serves as advisor. BMC Group is the claims and notice
agent.

The U.S. Trustee for Region 3 appointed five members to the
official committee of unsecured creditors in the case. The
Committee is seeking to retain Triton Capital Partners, Ltd. as
financial advisor; and Mark D. Collins, Esq., Russell C.
Silberglied, Esq., Michael J. Merchant, Esq., Christopher M.
Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton &
Finger, P.A. as counsel.

Raging Bull is represented in the case by Van C. Durrer II, Esq.,
at Skadden Arps Slate Meagher & Flom LLP.  Crystal Finance LLC is
represented by David S. Berman, Esq., at Riemer & Braunstein LLP.


QUANTUM FOODS: Bid Deadline April 16, Auction the Next Day
----------------------------------------------------------
Quantum Foods LLC will test the stalking horse bid of Raging Bull
Acquisition Company LLC to acquire a majority of the Debtors'
assets at an auction for April 17.  The auction will be held at
the Chicago offices of Winston & Strawn LLP, the Debtors' counsel.
Competing bids are due April 16.  the auction will begin at 10:30
a.m.  A hearing is set for April 21 at 11 a.m. to consider
approval of the sale to the winning bidder.  Objections to the
sale are due April 14.

As reported by the Troubled Company Reporter on March 21, 2014,
Quantum Foods, LLC received bankruptcy court approval of its entry
into a fully-executed Asset Purchase Agreement with Raging Bull.
The approved agreement provides for a substantial increase in the
value paid for the business of at least $6.5 million over the
previous stalking horse terms.

Raging Bull, a subsidiary of funds managed by Oaktree Capital
Management L.P., whose portfolio of companies also includes
AdvancePierre Foods, Inc., agreed to a cash purchase price of $54
million and the assumption of up to $30.3 million in liabilities.
Closing of the sale is scheduled for April 23, 2014.

As part of the planned sale process through Chapter 11, the
company will continue to solicit additional competing offers for
Quantum Foods to ensure it achieves the highest and best offer for
its business.

In addition, a secured commitment for $60 million in debtor-in-
possession (DIP) financing was approved from its current lending
group led by Crystal Financial LLC to fund its ongoing operations.

Quantum Foods filed a voluntary Chapter 11 petition to obtain the
essential financing necessary to preserve continuity, to the
greatest extent possible, for its customers, employees and
business partners.  With DIP financing approval, the company will
continue purchasing goods and services from its suppliers and to
pay suppliers in the normal course for all goods and services
delivered on or after the Feb. 18, 2014 bankruptcy filings.

                        About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Daniel J.
McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr,
Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq.,
Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, serve as local counsel.
City Capital Advisors is the investment banker.  FTI Consulting,
Inc.  also serves as advisor. BMC Group is the claims and notice
agent.

The U.S. Trustee for Region 3 appointed five members to the
official committee of unsecured creditors in the case. The
Committee is seeking to retain Triton Capital Partners, Ltd. as
financial advisor; and Mark D. Collins, Esq., Russell C.
Silberglied, Esq., Michael J. Merchant, Esq., Christopher M.
Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton &
Finger, P.A. as counsel.

Raging Bull is represented in the case by:

     Van C. Durrer II, Esq.
     SKADDEN ARPS SLATE MEAGHER & FLOM LLP
     300 South Grand Avenue
     Los Angeles, CA 90071-3144

Crystal Finance LLC is represented by:

     David S. Berman, Esq.
     RIEMER & BRAUNSTEIN LLP
     Three Center Plaza
     Boston, MA 02108


QUARTZ HILL: Gets Interim Approval to Hire Ehrenstein as Counsel
----------------------------------------------------------------
Quartz Hill Mining, LLC received interim approval from Judge A.
Jay Cristol to hire Ehrenstein Charbonneau Calderin as its general
bankruptcy counsel.

Quartz Hill tapped the firm to advise the company with respect to
its powers and duties as debtor and debtor-in-possession in the
continued management of its business and properties.

The firm will also negotiate and prepare a plan of reorganization
on behalf of the company, prepare court papers, and advise the
company in connection with any contemplated sales of assets or
business combinations.

On the petition date, Quartz Hill remitted $11,213 to the firm,
which included the bankruptcy retainer for the company in the sum
of $10,000.  Ehrenstein will apply the bankruptcy retainer to its
periodic billings subject to applications for compensation and
approval by the court.

The hourly rates for attorneys at Ehrenstein range from $260 to
$485 while the hourly rates for paraprofessionals range from $90
to $190.

The firm neither holds nor represents any interest adverse to the
company and is a "disinterested person" under section 101 (14) of
the Bankruptcy Code, according to an affidavit filed by Jacqueline
Calderin, Esq., a shareholder at Ehrenstein.

Judge Cristol will hold a hearing on April 23 to consider final
approval of Ehrenstein's employment.

                         About Quartz Hill

Quartz Hill Mining, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Case No. 14-15419, Bankr. S.D.Fla.) on March 7,
2014.  The case is assigned to Judge Robert A Mark.  The Debtor's
counsel is Jacqueline Calderin, Esq., at Ehrenstein Charbonneau
Calderin, in Miami, Florida.  The Debtor's special counsel is John
A. Moffa, Esq., at Moffa & Bonacquisti, P.A., in Plantation,
Florida.  The Debtor said it has $58 million in assets and $7.5
million in debts.


QUIZNOS CORP: Delays Chapter 11 Exit
------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Quiznos is pushing off until May a key court hearing on its
bankruptcy exit plan after unsecured creditors asked for more time
to probe its restructuring strategy.

According to the report, the sandwich chain labeled its Chapter 11
proposal a prepackaged plan, because the company filed for
protection with support from key creditors, including senior
lenders owed $444 million.

Quiznos says the Chapter 11 plan itself, however, with $626
million in debt, is going to push a "cram-down" on unsecured
creditors, forcing landlords, suppliers and other creditors to
accept what it proposes to give them, the report related.  By
prepackaged, Quiznos meant the top-ranking lenders were on its
side and other creditors had no choice but to go along.

Unsecured creditors, including suppliers, landlords and a
franchisee, formed ranks recently in a bid to slow Quiznos's race
to the bankruptcy exit, the report further related.  They wrung an
agreement from the company to postpone a Chapter 11 plan
confirmation hearing from April to May 12.

"We wanted a bit more of an adjournment while we do our due
diligence," the Journal cited Otterbourg PC's Scott Hazan, a
lawyer for the official committee of unsecured creditors, as
saying.

                          About Quiznos

Denver-based Quiznos -- http://www.quiznos.com-- is a chain
designed for today's busy consumers who are looking for a high
quality, tasty, freshly prepared alternative to traditional fast-
food restaurants.  With locations in 50 states and 30 countries,
Quiznos is one of the world's premier quick-service restaurant
chains and pioneer of the toasted sandwich; Quiznos restaurants
offer creative, chef-created sandwiches and salads using premium
ingredients.  Quiznos was founded in 1981 by chefs who discovered
that toasting brought out the best in every sandwich ingredient.

QCE Finance LLC and its affiliates sought protection under Chapter
11 of the Bankruptcy Code on March 14, 2014.  The lead case is QCE
Finance LLC (Case No. 14-10543, Bankr. D.Del.).  The case is
assigned to Judge Peter J. Walsh.

The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C.
Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian,
Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York.  The
Debtors' local counsel is Mark D. Collins, Esq., and Amanda
Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington,
Delaware.  The Debtors' investment banker and financial advisor is
Matthew J. Hart of LAZARD FRERES & CO. LLC.  Paul Ruh, Mark A.
Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the
Debtors' restructuring advisors.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

The U.S. Trustee has appointed a seven-member official committee
of unsecured creditors.


RAMS ASSOCIATES: Approved to Employ Withum Smith as Accountants
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Rams Associates, L.P., to employ Withum Smith + Brown,
P.C. as accountant.

The Debtor has said it needs a CPA to prepare necessary reports
and tax returns.  The Debtor had been authorized to retain
Hutchin, Meyer & DiLieto as its accountants by order dated Sept.
8, 2013, but that firm thereafter merged into Withum Smith.

Robert H. Hutchins, a member of Withum Smith, said the hourly
rates of the personnel who may assist with the matter are:

         Members                         $350
         Associates                   $115 - $225
         Paraprofessionals             $60 -  $90

Mr. Hutchins assures the Court that the firm does not hold an
adverse interest to the estate.

                       About Rams Associates

Rams Associates LP was formed in 1990 for the purpose of acquiring
and operating an ice rink then operated under the name American
Hockey & Ice Skating Center located in Farmingdale, New Jersey for
a purchase price of $1,800,000 for the land and building.  Rams
expended another $3,200,000 to build-out the arena and purchase
the necessary equipment to operate the Arena.  Rams continues to
own and operate the ice rink, under the name Jersey Shore Arena.

On June 25, 2013, an involuntary petition under chapter 7 of the
Bankruptcy Code, 11 U.S.C. Sec. 101, et seq., was filed against
Rams, which proceeding was assigned Case No. 13-23969 (CMG).

On July 16, 2013, Rams Associates filed a superseding Chapter 11
petition (Bankr. D.N.J. Case No. 13-25541) in Trenton, New Jersey.

On July 30, 2013, a consent order substantively consolidating the
cases was entered by the Bankruptcy Court, which allowed for Rams
to proceed with the superseding chapter 11 case.

Judge Christine M. Gravelle presides over the case.  Morris S.
Bauer, Esq., at Norris McLaughlin & Marcus, P.A., serves as the
Debtor's counsel.

The Debtor estimated assets and debts of at least $10 million.


RED MOUNTAIN MOTORSPORTS: Case Summary & Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Red Mountain Motorsports, LLC
        7500 Crestwood Blvd
        Birmingham, AL 35210

Case No.: 14-01423

Chapter 11 Petition Date: April 9, 2014

Court: United States Bankruptcy Court
       Northern District of Alabama (Birmingham)

Judge: Hon. Thomas B Bennett

Debtor's Counsel: Steven D Altmann, Esq.
                  NAJJAR DENABURG, P.C.
                  2125 Morris Avenue
                  Birmingham, AL 35203
                  Tel: 205-250-8466
                  Email: saltmann@najjar.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by James W. Lewis, Jr., manager.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/alnb14-1423.pdf

ardi & Astin, Joseph J. McMahon, Jr. -- jmcmahon@ciardilaw.com
-- Ciardi Ciardi & Astin & Thomas Henry Kovach --
kovach@saccullolegal.com -- A M Saccullo Legal, LLC.


REGIONAL CARE: No Creditors' Committee Appointed
------------------------------------------------
Ilene J. Lashinsky, the U.S. Trustee for Region 14, advised the
U.S. Bankruptcy Court for the District of Arizona on March 24,
2014, that a committee of unsecured creditors has not been
appointed because an insufficient number of persons holding
unsecured claims against Regional Care Services Corporation, et
al., have expressed interest in serving on a committee.  The U.S.
Trustee reserves the right to appoint such a committee should
interest develop among the creditors.  

                About Casa Grande Community Hospital
                    and Regional Care Services

Regional Care Services Corp., Casa Grande Community Hospital d/b/a
Casa Grande Regional Medical Center, Regional Care Physician's
Group, Inc., and Casa Grande Regional Retirement Community sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 14-01383) in
Tucson, Arizona, on Feb. 4, 2014.

The Debtors, one of the largest employers in Pinal County, operate
an award winning, full service non-profit community hospital
serving more than 65,000 patients each year from the largely rural
communities of Casa Grande, Sacaton, Eloy, Florence and
surrounding communities.

CGRMC is a 177-licensed bed, general acute care hospital located
in Casa Grande, Arizona.  RCSC is the sole member and sponsor of
CGRMC, RCPG and CGRRC.

As of the Petition Date, CGRRC's management consists of Rona
Curphy as President, Cherie McGlynn as Chairman, David Fitzgibbons
as Vice Chairman, and John Robert McEvoy as Secretary/Treasurer.

Michael McGrath, Esq., and Kasey C. Nye, Esq., at Mesch, Clark &
Rothschild, P.C., in Tucson, Arizona; and Michael J. Pankow, Esq.,
and Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck,
LLP, in Denver, Colorado, serve as counsel to the Debtor.

Casa Grande Hospital estimated $50 million to $100 million in
assets and liabilities.

The Debtors have filed a Plan of Reorganization to effectuate the
sale of substantially all of their assets to Phoenix-based Banner
Health pursuant to a binding Asset Purchase Agreement dated
Feb. 4, 2014.  The hearing on approval the Debtors' Disclosure
Statement is set for March 17, 2014, and the Debtors are working
toward a confirmation in May 2014.

Banner Health is also providing $6.2 million of DIP financing.

Banner Health is represented in the case by Robert M. Charles,
Jr., Esq., and Susan M. Freeman, Esq., at Lewis Roca Rothgerber
LLP, as counsel.


REGIONAL CARE: Thomas Murphy Named as Consumer Privacy Ombudsman
----------------------------------------------------------------
Ilene J. Lashinsky, the U.S. Trustee for Region 14, has appointed
Thomas M. Murphy as the consumer privacy ombudsman for Regional
Care Services Corporation, et al.

On April 1, 2014, the Hon. Eileen W. Hollowell of the U.S.
Bankruptcy Court for the District of Arizona directed the U.S.
Trustee to appoint an Ombudsman.  An initial hearing on the status
of the Ombudsman's duties and responsibilities will be held on
April 15, 2014, at 9:00 a.m.  The Ombudsman's initial report will
be filed by April 30, 2014.

The U.S. Trustee sought on March 25, 2014, court authorization for
the appointment of a disinterested person to serve as the consumer
privacy ombudsman.  The U.S. Trustee claimed that in the proposed
sale of substantially all of the Debtors' assets to Banner Health,
the sale of the personally identifiable information is
inconsistent with Debtors' privacy policy in effect at the time
this case was commenced.  Personally identifiable information to
be sold by Debtors presumably includes information like patients'
first and last names, home addresses, home telephone numbers,
electronic addresses, social security account numbers, and birth
dates.

According to the Debtors' Privacy Policy, the Debtors may not sell
medical information without a patient's written consent, with the
exception of some situations.  "The Privacy Policy has been
disclosed to individuals providing personally identifiable
information to Debtor.  Individuals providing personally
identifiable information to the Debtor for services have done so
for primarily for personal purposes," the U.S. Trustee said in her
March 25 court filing.

On March 28, 2014, the Debtors filed a response to the U.S.
Trustee's motion, saying that they consent to the appointment of
an Ombudsman but with reservations.  "If an ombudsman is
appointed, he or she should be able to complete the required
report without delaying consideration of confirmation of the
Debtors' plan, and at a manageable expense.  The Debtors would
request orders consistent with the importance of managing time and
expense," the Debtors stated in their court filing.

The Debtors added, "Far from an auction of a customer list, the
transfer of information here would only be incident to the going
concern sale to another non-profit hospital (Banner Health).  The
records at issue must be transferred in such a sale to enable
patient care to continue and patient billing and insurance
information to be processed . . . . It is contemplated that the
same doctors, nurses, and other caregivers will remain on staff
having the same access to personally identifiable information.
There is even continuity expected with respect to records
administrators, the only exception being that the information will
be incorporated into Banner Health's system-wide records subject
to Banner Health's own privacy policies."

                About Casa Grande Community Hospital
                    and Regional Care Services

Regional Care Services Corp., Casa Grande Community Hospital d/b/a
Casa Grande Regional Medical Center, Regional Care Physician's
Group, Inc., and Casa Grande Regional Retirement Community sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 14-01383) in
Tucson, Arizona, on Feb. 4, 2014.

The Debtors, one of the largest employers in Pinal County, operate
an award winning, full service non-profit community hospital
serving more than 65,000 patients each year from the largely rural
communities of Casa Grande, Sacaton, Eloy, Florence and
surrounding communities.

CGRMC is a 177-licensed bed, general acute care hospital located
in Casa Grande, Arizona.  RCSC is the sole member and sponsor of
CGRMC, RCPG and CGRRC.

As of the Petition Date, CGRRC's management consists of Rona
Curphy as President, Cherie McGlynn as Chairman, David Fitzgibbons
as Vice Chairman, and John Robert McEvoy as Secretary/Treasurer.

Michael McGrath, Esq., and Kasey C. Nye, Esq., at Mesch, Clark &
Rothschild, P.C., in Tucson, Arizona; and Michael J. Pankow, Esq.,
and Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck,
LLP, in Denver, Colorado, serve as counsel to the Debtor.

Casa Grande Hospital estimated $50 million to $100 million in
assets and liabilities.

The Debtors have filed a Plan of Reorganization to effectuate the
sale of substantially all of their assets to Phoenix-based Banner
Health pursuant to a binding Asset Purchase Agreement dated
Feb. 4, 2014.  The hearing on approval the Debtors' Disclosure
Statement is set for March 17, 2014, and the Debtors are working
toward a confirmation in May 2014.

Banner Health is also providing $6.2 million of DIP financing.

Banner Health is represented in the case by Robert M. Charles,
Jr., Esq., and Susan M. Freeman, Esq., at Lewis Roca Rothgerber
LLP, as counsel.


RHYTHM & HUES: H. Alexander Fisch Withdraws as Counsel
------------------------------------------------------
Liquidator AWTR Liquidating Trust filed a notice of withdrawal of
H. Alexander Fisch, Esq., at Stutman, Treister & Glatt, P.C., as
counsel of record for AWTR Liquidation, Inc., fka Rhythm and Hues,
Inc.  At least one member of Stutman Treister, and at least one
member of the Bar of the U.S. Bankruptcy Court for the Central
District of California will continue to serve as counsel of
record.

Mr. Fisch can be reached at:

      Stutman, Treister & Glatt, P.C.
      1901 Avenue of the Stars, 12th Floor
      Los Angeles, CA 90067
      Tel: (310) 228-5600
      Fax: (310) 228-5788
      E-mail: afisch@stutman.com

                       About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed
its Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in
Los Angeles on Feb. 13, 2013, estimating assets ranging from
$10 million to $50 million and liabilities ranging from
$50 million to $100 million.  Judge Neil W. Bason oversees the
case.  Brian L. Davidoff, Esq., C. John M Melissinos, Esq., and
Claire E. Shin, Esq., at Greenberg Glusker, serve as the Debtor's
counsel.  Houlihan Lokey Capital Inc., serves as investment
banker.

The petition was signed by John Patrick Hughes, president and CFO.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, provided DIP
financing.  They are represented by Jones Day's Richard L. Wynne,
Esq., and Lori Sinanyan, Esq.

The Official Committee of Unsecured Creditors tapped Stutman,
Treister & Glatt Professional Corporation as its counsel.  The
firm's Gary E. Klausner, Esq., George C. Webster II, Esq., and
Eric D. Goldberg, Esq., worked on the case.

Rhythm and Hues won approval of a liquidating Chapter 11 plan on
Dec. 13, 2013.  The Joint Chapter 11 Plan of Liquidation, which
was proposed by Rhythm and Hues and the Official Committee of
Unsecured Creditors, became effective on Dec. 30, 2013.


SEANERGY MARITIME: Completes Financial Restructuring Plan
---------------------------------------------------------
Seanergy Maritime Holdings Corp. has closed on its previously
announced delivery and settlement agreement with its remaining
lender to unwind its final secured credit facility.  The Company
has sold its four remaining bulk carriers to a nominee of the
lender in full satisfaction of the underlying loan.

In exchange for the sale, approximately $146 million of
outstanding debt and accrued interest were discharged and the
Company's guarantee has been fully released.  After giving effect
to the transaction, the Company has no outstanding indebtedness.

The gain from this transaction is expected to be approximately $85
million, which will be reflected in the first quarter of 2014.

Stamatis Tsantanis, the Company's Chairman and chief executive
officer, stated: "We are very pleased to have closed on our
agreement with our final lender.  Through the successful
completion of our financial restructuring plan, the Company has
managed to extinguish $346 million of debt since 2012.  We are now
in a position to evaluate a number of strategic opportunities for
the Company.  Having achieved this important milestone, we are now
focused on pursuing growth through accretive transactions."

                           About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.

In its audit report on the consolidated financial statements for
the year ended Dec. 31, 2012, Ernst & Young (Hellas) Certified
Auditors Accountants S.A., in Athens, Greece, expressed
substantial doubt about Seanergy Maritime's ability to continue
as a going concern.  The independent auditors noted that the
Company has not complied with the principal and interest
repayment schedule and with certain covenants of its loan
agreements, which in turn gives the lenders the right to call the
debt.  "In addition, the Company has a working capital deficit,
recurring losses from operations, accumulated deficit and
inability to generate sufficient cash flow to meet its
obligations and sustain its operations."

The Company reported a net loss of US$193.8 million on US$55.6
million of net vessel revenue in 2012, compared with a net loss
of US$197.8 million on US$104.1 million of net vessel revenue in
2011.

As of Sept. 30, 2013, the Company had $56.78 million in total
assets, $154.95 million in total liabilities and a $98.17 million
total shareholders' deficit.


SENSATA TECHNOLOGIES: S&P Raises CCR to 'BB+'; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on electronic sensors and controls manufacturer Sensata
Technologies B.V. (Sensata), including the corporate credit rating
to 'BB+' from 'BB'.  The recovery ratings on the debt remain
unchanged, and the outlook on the corporate credit rating is
stable.

"The upgrade reflects Sensata's good operating prospects and our
expectation that the company will maintain leverage consistent
with its publicly stated target range of 2x-3x net debt to
EBITDA," said Standard & Poor's credit analyst Dan Picciotto.
"The company's achievement of its financial policy targets gives
us greater confidence that the influence of minority owner Sensata
Investment Co. S.C.A. (which is controlled by Bain Capital
Partners LLC) has waned, which reduces the risk of releveraging."
Bain controls about 17% of Sensata after a series of sales
following an IPO in 2010.  As a result of the improved credit
measures and good operating prospects, we are adjusting our
"unfavorable" comparable ratings adjustment to "neutral," which
supports the higher rating.

The rating on electronic sensors and controls manufacturer Sensata
reflects S&P's "significant" financial risk profile and
"satisfactory" business risk profile assessments for the company.
S&P expects the company to sustain debt to EBITDA in the 2x-3x
range, on average.  S&P considers this appropriate for a
"significant" financial risk profile assessment because of the
potential for high volatility in Sensata's credit metrics, given
the company's significant exposure to the highly cyclical
automotive market.

The outlook is stable.  S&P believes that Sensata will maintain
credit measures appropriate for a higher rating, including debt to
EBITDA of less than 3x when experiencing generally favorable
market conditions.  S&P expects that Sensata could operate at
credit measures closer to 2x when acquisition opportunities are
not plentiful.  At the current rating, S&P would expect credit
measures to rapidly return to these levels, such as debt to EBITDA
of less than 3x within 12-18 months, following sizable acquisition
activity.

While unlikely during the next two years, S&P could raise the
rating if Bain completes its exit of Sensata Holding stock and if
Sensata improves its business risk profile to the upper end of the
"satisfactory" category while maintaining its existing financial
policy.  This would likely require improved diversification, which
in turn would boost nonautomotive exposure and further diversify
the company's automotive product offerings.  Overall, this could
reduce the potential volatility of the business if global vehicle
production declines.

S&P could lower the rating if Sensata's operating performance
deteriorates significantly in a downturn such that S&P expects
debt to EBITDA to exceed 4x and did not anticipate near-term
improvement.  S&P could also lower the rating if the company
engages in large acquisitions or shareholder-friendly activity
that results in prolonged debt to EBITDA of more than 3x under
good market conditions.


SHOTWELL LANDFILL: Amends Schedules of Assets and Liabilities
-------------------------------------------------------------
Shotwell Landfill, Inc., filed with the Bankruptcy Court for the
Eastern District of North Carolina amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,900,000
  B. Personal Property           $20,335,236
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,675,268
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $373,095
                                 -----------      -----------
        TOTAL                    $23,235,236      $10,048,364

A full-text copy of the amended schedules is available for free
at http://is.gd/K9E1Ah

                 About Shotwell Landfill, Inc.

Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in Wilson
on April 19, 2013.  Blake P. Barnard, Esq., William P. Janvier,
Esq., and Samantha Y. Moore, Esq., at the Janvier Law Firm, PLLC,
in Raleigh, N.C., represent the Debtor as counsel.  William W.
Pollock, Esq., at Ragsdale Liggett PLLC, in Raleigh, N.C.,
represents the Debtor as special counsel.

The Bankruptcy Administrator was unable to appoint an official
committee of unsecured creditors in the Debtor's case.


SHOTWELL LANDFILL: Withdraws Application to Employ Keith Johnson
----------------------------------------------------------------
Shotwell Landfill, Inc., et al., withdrew their application to
employ Poyner Spruill LLP's Keith H. Johnson as special counsel.

On March 21, 2014, the Debtors sought permission from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
employ Mr. Johnson and Poyner Spruill as special counsel to
provide advice relating to permit and franchise compliance issues,
and counsel regarding the same and similar issues in connection
with the bankruptcy at these hourly rates:

      Keith Johnson       $460
      Chad Essick         $290

Poyner Spruill was paid $1,185.78 by the Debtor since the
bankruptcy case was filed, and has since returned all those funds,
though it intends to apply for approval and payment of these fees.

Mr. Johnson, an attorney at Poyner Spruill, 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.

Bankruptcy Administrator Marjorie K. Lynch filed on April 3, 2014,
an objection to Poyner Spruill's hiring, saying that the Debtors'
$1,185.78 payment to the firm by check dated Oct. 15, 2013, as
disclosed in the Debtors' October monthly report, was made in
violation of 11 U.S.C. Section 330 as there was no order of
employment or court order allowing payment of the fees.  The
Bankruptcy Administrator contacted counsel for the Shotwell
Landfill via e-mail requesting information about this payment and
was advised that the payment was made in error.  "Counsel
acknowledged that the payment was improper and indicated that he
would require the firm to return the money," the Bankruptcy
Administrator says.

The Debtor discloses that Poyner Spruill will seek court approval
of these fees at an unspecified later date.  The Bankruptcy
Administrator does not object to the employment of Poyner Spruill
for services rendered on or after March 21, 2014.  However, the
Bankruptcy Administrator objects to allowing Poyner Spruill to
apply for fees for services incurred significantly prior to the
filing of the Debtor's application seeking court approval of
employment of the firm. According to the Bankruptcy Administrator,
this violates the provisions of the Bankruptcy Code concerning the
employment and compensation of professionals and the entry of an
order allowing employment in this instance should not
inadvertently allow an undisclosed nunc pro tunc approval of
employment or fees.

A hearing on Poyner Spruill's employment was scheduled for
April 16, 2014, at 2:00 p.m.

Poyner Spruill can be reached at:

      Keith Johnson
      POYNER SPRUILL LLP
      P.O. Box 1801
      Raleigh, NC 27602
      E-mail: kjohnson@poynerspruill.com

                 About Shotwell Landfill, Inc.

Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in Wilson
on April 19, 2013.  The Debtor disclosed $23,027,736 in assets and
$10,039,308 in liabilities as of the Chapter 11 filing.  Blake P.
Barnard, Esq., William P. Janvier, Esq., and Samantha Y. Moore,
Esq., at the Janvier Law Firm, PLLC, in Raleigh, N.C., represent
the Debtor as counsel.  William W. Pollock, Esq., at Ragsdale
Liggett PLLC, in Raleigh, N.C., represents the Debtor as special
counsel.

The Bankruptcy Administrator was unable to appoint an official
committee of unsecured creditors in the Debtor's case.

The Debtor in its amended schedules disclosed $23,043,736 in
assets and $10,048,364 in liabilities as of the Chapter 11 filing.

The Official Committee of Unsecured Creditors retained Gerald A.
Jeutter, Jr., as its attorney, nunc pro tunc to March 3, 2014.


SIMPLY WHEELZ: LRAA Balks at Extension of Lease Decision Period
---------------------------------------------------------------
Louisville Regional Airport Authority objected to Simply Wheelz
LLC's motion to extend until June 5, 2014, the time to assume or
reject leases of non-residential real property.

The Authority said that the Debtor provided it with a bond to
insure its performance under the contract.  The performance bond
was scheduled to expire March 31.

In a previous order, the Court extended until March 19, the
Debtor's time to assume or reject the Louisville Concession
Agreement, pending resolution of the Louisville objection to the
motion.

                    About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.

The Debtor is represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.  Simply Wheelz tapped EPIQ
Bankruptcy Solutions LLC as noticing and claims agent, and
Capstone Advisory Group, LLC, as financial advisor.

The Troubled Company Reporter on Jan. 7, 2014, reported that the
Bankruptcy Court has approved the sale of substantially all of the
Debtor's assets to The Catalyst Group, Inc., in exchange for the
$46 million loan that is financing the Chapter 11 reorganization.


SIMPLY WHEELZ: Airports Balk at Sale of Excluded Assets
-------------------------------------------------------
C. Phillip Buffington, Jr., Esq., at Adams and Reese LLP, on
behalf of The Allegheny County Airport Authority, objected to
Simply Wheelz LLC's motion to approve (i) the sale of excluded
assets and non-transferred locations, subject to the approval of
The Catalyst Capital Group Inc.; and (ii) the assumption and
assignment of certain executory contracts and unexpired leases.

According to Mr. Buffington, the procedures outlined in the sale
motion do not allow ACAA to ascertain the financial health and
experience of the buyer -- and therefore prevent any meaningful
determination of whether the entity can adequately perform in the
future.

In addition, ACAA has certain requirements regarding the conduct
of business at the PIT airport.  Accordingly, it is crucial that
ACAA be able to verify whether the purported buyer can meet those
requirements prior to consummation of the sale.  Without such
assurance, ACAA could potentially run afoul of its internal
requirements, well as its federally-mandated requirements.

In a separate filing, Louisville Regional Airport Authority filed
a limited objection to the sale motion, stating that it does not
consent to the assumption and assignment of Louisville agreement
or any other executory contract or unexpired lease between between
the Debtor and the Authority.  The Authority explained that it has
not been provided with adequate assurance of future performance.

James W. O'Mara, Esq., at Phelps Dunbar LLP, on behalf of The
Hertz Corporation, also filed a preliminary objection to the sale
motion, stating that the motion must be denied unless it is
consistent with the settlement agreement.

As reported in the Troubled Company Reporter on March 24, 2014,
the Debtor intended to sell 27 car-rental locations that the
Debtor anticipates will fall within the category of Excluded
Assets and be Non-Transferred Locations in the purchase agreement
with The Catalyst Capital Group, Inc.

The Debtor proposes to sell the Non-Transferred Locations without
a stalking horse bidder.  The Debtor, however, said the sale is
subject to higher or otherwise better offers to be submitted, and
if a competing bid is submitted for any location, to an auction.

The Non-Transferred Locations are:

   * Bradley International Airport
   * Burlington International Airport
   * Burbank Bob Hope Airport
   * Charleston
   * Cleveland Hopkins International Airport
   * Cincinnati/Northern KY International Airport
   * Des Moines International Airport
   * Jacksonville International Airport
   * Chicago Midway International Airport
   * Manchester-Boston Airport
   * Milwaukee International Airport
   * Omaha Airport
   * Ontario International Airport
   * Norfolk International Airport
   * Pittsburgh International Airport
   * Pensacola International Airport
   * Richmond International Airport
   * Reno-Tahoe International Airport
   * Louisville Airport
   * Mineta San Jose International Airport
   * Sarasota International Airport
   * Tulsa Oklahoma Airport
   * Ft. Walton Beach Eglin AFB
   * Hilo International Airport
   * Providence TF Green Airport
   * Portland International Airport
   * Sea-Tac Airport

The Debtor said it received two bids for certain specified Non-
Transferred Locations, each of which it deems to be a Qualified
Bid.

                    About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.

The Debtor is represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.  Simply Wheelz tapped EPIQ
Bankruptcy Solutions LLC as noticing and claims agent, and
Capstone Advisory Group, LLC, as financial advisor.

The Troubled Company Reporter on Jan. 7, 2014, reported that the
Bankruptcy Court has approved the sale of substantially all of the
Debtor's assets to The Catalyst Group, Inc., in exchange for the
$46 million loan that is financing the Chapter 11 reorganization.


SIMPLY WHEELZ: Settlement Agreement With Hertz Amended
------------------------------------------------------
The Hon. Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi signed off on an agreed order
authorizing Simply Wheelz LLC to amend settlement agreement with
the Hertz Corporation and other parties.

The Debtor related that on Dec. 10, 2013, it filed a motion to
compromise and settle claims and disputes of the Debtor with
Hertz.  On Dec. 16, the Debtor filed a settlement agreement among
the Debtor, Hertz and other parties.

The Court approved the amendment which provided that, among other
things:

   1. all parties to the Hertz Settlement Agreement have agreed to
amend the deal; and

   2. in the event the closing occurs on March 31, 2014, and the
Debtor or the prevailing purchaser on behalf of the Debtor has
exercised its right to extend its right to use the March Vehicles
through March 31, 2014, in accordance with the terms of the
agreement, then subject to the terms and conditions contained in
the agreement, Hertz will pay to the prevailing purchaser on March
31, 2014, an amount equal to the sum of (A) the portion of the
March Fleet Interest Payment attributable to the Purchased
Vehicles, if any, and (B) the portion of the March Fleet Admin
Charges attributable to the Purchased Vehicles, if any.

A copy of the settlement is available for free at:

     http://bankrupt.com/misc/SIMPLYWHEELZ-settlement.pdf

                    About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.

The Debtor is represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.  Simply Wheelz tapped EPIQ
Bankruptcy Solutions LLC as noticing and claims agent, and
Capstone Advisory Group, LLC, as financial advisor.

The Troubled Company Reporter on Jan. 7, 2014, reported that the
Bankruptcy Court has approved the sale of substantially all of the
Debtor's assets to The Catalyst Group, Inc., in exchange for the
$46 million loan that is financing the Chapter 11 reorganization.


SORENSON COMMS: KCC Approved as Administrative Advisor
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Sorenson Communications, Inc., et al., to employ Kurtzman Carson
Consultants LLC as their administrative advisor.

The firm will:

  a) assist with, among other things, solicitation, balloting,
     tabulation, and calculation of votes, as well as prepare any
     appropriate reports, as required in furtherance of
     confirmation of the plan;

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

  c) provide a confidential data room;

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

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

The Debtors told the Court that the firm received a retainer fee
of $25,000.

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

                About Sorenson Communications

Sorenson Communications, Inc., and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code on March 3,
2014.  The lead case is In re Sorenson Communications, Inc.
Case No. 14-10454 (Bankr. D.Del.).  The case is assigned to Judge
Brendan Linehan Shannon.  The companies provide video relay
services (VRS) for people with hearing loss.

Sorenson Communications has a prepackaged plan of reorganization
that was reached with a substantial majority of its owners and
second lien note holders.

The Debtors' counsel is James H.M. Sprayregen, Esq., Patrick J.
Nash, Jr., Esq., Ross M. Kwasteniet, Esq., and Noah J. Ornstein,
Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Timothy P.
Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware; and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware.  The Debtors' restructuring
consultant is Alixpartners LLC.  The Debtors' financial advisor
and investment banker is Moelis & Company LLC.  Kurtzman Carson
Consultants, LLC, serves as claims and noticing agent and
administrative advisor.

The Debtors had assets totaling $645 million and debts totaling
$1.4 billion as of Jan. 31, 2014.

The petitions were signed by Scott Sorensen, chief financial
officer.


SORENSON COMMS: Can Hire Moelis as Investment Banker
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Sorenson Communications, Inc., et al., to employ Moelis & Company
LLC as their investment banker.

According to the Troubled Company Reporter on March 12, 2014, as
of Oct. 1, 2013, Moelis commenced its engagement with the Debtors
to provide financial advisory and investment banking advice in
connection with the contemplated restructuring transaction.
Moelis advised the Debtors in successfully negotiating the plan
support agreement and the prepackaged plan of reorganization, as
well as assisted in the development and drafting of the documents
related to the Plan and PSA.

The Debtors proposed to employ Moelis to continue rendering, among
other things, consulting and advisory services, including, but not
limited to, assisting the Debtors in conducting a business and
financial analysis of the Debtors and in reviewing and analyzing
the contemplated restructuring transaction.

For its services, Moelis will be paid a non-refundable cash fee of
$150,000 per month and a fee of $6,720,000 at the closing of a
restructuring.  In addition to any fees payable to Moelis, the
Debtors will reimburse the firm for all of its reasonable out-of-
pocket expenses incurred.  Prior to the Petition Date, the Debtors
paid Moelis $900,000 for fees and $33,108 for reimbursement of
expenses.

William Derrough, Managing Director and the Co-Head of
Recapitalization and Restructuring Group at Moelis, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Mr. Derrough says Moelis has been engaged within the last two
years or is currently engaged by certain entities that are
parties-in-interest in the Debtors' Chapter 11 cases.  The matters
involving these entities are matters unrelated to the Debtors'
bankruptcy case, Mr. Derrough assures the Court.

                About Sorenson Communications

Sorenson Communications, Inc., and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code on March 3,
2014.  The lead case is In re Sorenson Communications, Inc.
Case No. 14-10454 (Bankr. D.Del.).  The case is assigned to Judge
Brendan Linehan Shannon.  The companies provide video relay
services (VRS) for people with hearing loss.

Sorenson Communications has a prepackaged plan of reorganization
that was reached with a substantial majority of its owners and
second lien note holders.

The Debtors' counsel is James H.M. Sprayregen, Esq., Patrick J.
Nash, Jr., Esq., Ross M. Kwasteniet, Esq., and Noah J. Ornstein,
Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Timothy P.
Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware; and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware.  The Debtors' restructuring
consultant is Alixpartners LLC.  The Debtors' financial advisor
and investment banker is Moelis & Company LLC.  Kurtzman Carson
Consultants, LLC, serves as claims and noticing agent and
administrative advisor.

The Debtors had assets totaling $645 million and debts totaling
$1.4 billion as of Jan. 31, 2014.

The petitions were signed by Scott Sorensen, chief financial
officer.


SORENSON COMMS: AlixPartners Okayed as Restructuring Advisor
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Sorenson Communications, Inc., et al., to employ AlixPartners,
LLP, as their restructuring advisors to, among other things,
assist in managing the "working group" of professionals who are
assisting the Debtors in the reorganization process or who are
working for the Debtors' various stakeholders to improve
coordination of their effort and individual work product to be
consistent with the Debtors' overall restructuring goals.

As reported in the Troubled Company Reporter on March 12, 2014,
the standard hourly rates charged by AlixPartners are as follows:

   Managing Directors               $875-$1,010
   Directors                        $665-$815
   Vice Presidents                  $490-$590
   Associates                       $335-$435
   Analysts                         $290-$320
   Paraprofessionals                $220-$240

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

AlixPartners received an initial retainer of $250,000 on Jan. 15,
2014, from the Debtors.  During the 90 days prior to the Petition
Date, the Debtors paid AlixPartners a total of $844,648.

Brian J. Fox, a managing director of AlixPartners, LLP, assured
the Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Mr. Fox said his firm may represent entities that are parties-in-
interest in the Debtors' Chapter 11 cases but in matters unrelated
to the Debtors' bankruptcy.  These entities included Aegon
Companies Pension Trust, a first lienholder to the Debtors, Angelo
Gordon & Company, a second lienholder to the Debtors, and Allianz
Global Risk US Insurance Company, a landlord to the Debtors.

                About Sorenson Communications

Sorenson Communications, Inc., and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code on March 3,
2014.  The lead case is In re Sorenson Communications, Inc.
Case No. 14-10454 (Bankr. D.Del.).  The case is assigned to Judge
Brendan Linehan Shannon.  The companies provide video relay
services (VRS) for people with hearing loss.

Sorenson Communications has a prepackaged plan of reorganization
that was reached with a substantial majority of its owners and
second lien note holders.

The Debtors' counsel is James H.M. Sprayregen, Esq., Patrick J.
Nash, Jr., Esq., Ross M. Kwasteniet, Esq., and Noah J. Ornstein,
Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Timothy P.
Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware; and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware.  The Debtors' restructuring
consultant is Alixpartners LLC.  The Debtors' financial advisor
and investment banker is Moelis & Company LLC.  Kurtzman Carson
Consultants, LLC, serves as claims and noticing agent and
administrative advisor.

The Debtors had assets totaling $645 million and debts totaling
$1.4 billion as of Jan. 31, 2014.

The petitions were signed by Scott Sorensen, chief financial
officer.


SORENSON COMMUNICATIONS: Pachulski Stang Okayed as Co-Counsel
-------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware granted Sorenson Communications, Inc., et
al., permission to employ Pachulski Stang Ziehl & Jones LLP, as
co-counsel to, among other things, provide legal advice regarding
local Delaware rules, practices and procedures.

As reported by the Troubled Company Reporter on March 12, 2014,
the principal attorneys and paralegals presently designated to
represent the Debtors and their current standard hourly rates are:

   Laura Davis Jones, Esq.              $995
   Timothy P. Cairns, Esq.              $645
   Karina Yee, Esq.                     $295

                About Sorenson Communications

Sorenson Communications, Inc., and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code on March 3,
2014.  The lead case is In re Sorenson Communications, Inc.
Case No. 14-10454 (Bankr. D.Del.).  The case is assigned to Judge
Brendan Linehan Shannon.  The companies provide video relay
services (VRS) for people with hearing loss.

Sorenson Communications has a prepackaged plan of reorganization
that was reached with a substantial majority of its owners and
second lien note holders.

The Debtors' counsel is James H.M. Sprayregen, Esq., Patrick J.
Nash, Jr., Esq., Ross M. Kwasteniet, Esq., and Noah J. Ornstein,
Esq., at KIRKLAND & ELLIS LLP, in Chicago, Illinois; Timothy P.
Cairns, Esq., at PACHULSKI STANG ZIEHL & JONES LLP, in Wilmington,
Delaware; and Laura Davis Jones, Esq., at PACHULSKI STANG ZIEHL &
JONES LLP, in Wilmington, Delaware.  The Debtors' restructuring
consultant is Alixpartners LLC.  The Debtors' financial advisor
and investment banker is Moelis & Company LLC.  Kurtzman Carson
Consultants, LLC, serves as claims and noticing agent and
administrative advisor.

The Debtors had assets totaling $645 million and debts totaling
$1.4 billion as of Jan. 31, 2014.

The petitions were signed by Scott Sorensen, chief financial
officer.


SORENSON COMMUNICATIONS: Resolves IRS's Objection to Ch 11 Plan
---------------------------------------------------------------
Sorenson Communications, Inc., et al., have resolved the objection
of the Internal Revenue Service's objection to the Joint
Prepackaged Chapter 11 Plan of Reorganization "by adding language
to the proposed confirmation order."

A copy of the revised proposed confirmation order is available for
free at http://is.gd/ICjuGu

IRS has asserted: (i) a $104,378.85 unsecured priority, pre-
petition claim against Sorenson Communications, Inc., and a
$7,540.11 general unsecured claim; (ii) a $500 pre-petition claim
against Sorenson Communications Holdings LLC; and (iii) a $100
pre-petition claim against Caption Call LLC.

On April 3, 2014, IRS filed with the U.S. Bankruptcy Court for the
District of Delaware an objection to Plan, claiming that, among
other things, the Debtors have failed to file a number of federal
tax returns.  IRS objects to the confirmation of the Plan unless
and until all required federal tax returns have been filed.

As reported by the Troubled Company Reporter on March 4, 2014,
Bloomberg News bankruptcy columnist Bill Rochelle reported that
Sorenson Communications, Inc., intends to have an April 10
confirmation hearing for court approval of the plan.
Mr. Rochelle further related that the Plan calls for paying off
the $545.9 million first-lien term loan with a new facility
backstopped by some of the second-lien noteholders. In addition,
there will be a $25 million revolving credit after bankruptcy.

                About Sorenson Communications

Sorenson Communications, Inc., and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code on March 3,
2014.  The lead case is In re Sorenson Communications, Inc.
Case No. 14-10454 (Bankr. D.Del.).  The case is assigned to Judge
Brendan Linehan Shannon.  The companies provide video relay
services (VRS) for people with hearing loss.

Sorenson Communications has a prepackaged plan of reorganization
that was reached with a substantial majority of its owners and
second lien note holders.

The Debtors' counsel is James H.M. Sprayregen, Esq., Patrick J.
Nash, Jr., Esq., Ross M. Kwasteniet, Esq., and Noah J. Ornstein,
Esq., at KIRKLAND & ELLIS LLP, in Chicago, Illinois; Timothy P.
Cairns, Esq., at PACHULSKI STANG ZIEHL & JONES LLP, in Wilmington,
Delaware; and Laura Davis Jones, Esq., at PACHULSKI STANG ZIEHL &
JONES LLP, in Wilmington, Delaware.  The Debtors' restructuring
consultant is Alixpartners LLC.  The Debtors' financial advisor
and investment banker is Moelis & Company LLC.  Kurtzman Carson
Consultants, LLC, serves as claims and noticing agent and
administrative advisor.

The Debtors had assets totaling $645 million and debts totaling
$1.4 billion as of Jan. 31, 2014.

The petitions were signed by Scott Sorensen, chief financial
officer.


SPRINT INDUSTRIAL: $15MM Add-on Debt No Impact on Moody's B3 CFR
----------------------------------------------------------------
Moody's Investors Service said Sprint Industrial Holdings LLC's
$15 million add-on to its $150 million first lien term loan to
fund a bolt-on acquisition is modestly credit positive. However,
Sprint Industrial's ratings including its B3 Corporate Family
Rating, B2 senior secured first lien rating and Caa2 second lien
ratings as well as stable ratings outlook are unaffected.

Sprint Industrial Holdings LLC, headquartered in Houston, Texas is
a rental provider of liquid and solid storage tanks primarily for
the refinery, energy and industrial end-markets in the U.S. Gulf
Coast area. The company also offers technical safety equipment
products and services and equipment transportation services.
Sprint Industrial was acquired by First Atlantic Capital, CSW
Private Equity, and GS Merchant Banking Division in 2007.


SPRINT INDUSTRIAL: S&P Retains 'B+' Rating Following $15MM Add-On
-----------------------------------------------------------------
Standard & Poor's Rating Services said its 'B+' issue-level and
'2' recovery rating on Houston-based Sprint Industrial Holdings
LLC's senior secured credit facility remain unchanged following
the company's announcement that it will add $15 million to its
first lien.  The credit facility consists of a $12.5 million
revolving credit facility due 2018 and a $165 million first-lien
term loan due 2019 (including the add-on).  The '2' recovery
rating reflects S&P's expectation for substantial recovery
prospects (70%-90%) in the event of a payment default.  The
company expects to use the proceeds to fund an acquisition and pay
transaction related expenses.

The 'CCC+' issue-level and '6' recovery rating on the company's
existing $70 million second-lien term loan due 2019 also remain
unchanged.  The '6' recovery rating indicates S&P's expectation of
negligible (0%-10%) recovery in a payment default scenario.

The corporate credit rating remains 'B' with a stable outlook.
S&P's 'b-' anchor is based on its "vulnerable" business risk and
"highly leveraged" financial risk profile assessments for the
company.  A favorable comparative rating analysis assessment,
reflects S&P's expectation that Sprint will maintain credit
metrics in line with those of similarly rated peers, and raises
the rating by one notch, resulting in the 'B' corporate credit
rating.  S&P's assessment of the company's business risk profile
reflects its participation in the highly competitive, capital-
intensive equipment rental industry, its narrow scope of
operations, and limited geographic and product diversity. Sprint's
complementary service offerings in its business and long-standing
customer relationships only partly offset these factors.

S&P considers the company's financial risk profile as "highly
leveraged."  S&P expects Sprint will likely maintain its credit
measures in line with its expectations for the rating of total
debt to EBITDA (adjusted to include operating leases) of 5x-6x.
Pro forma for the proposed transaction, total debt to EBITDA was
about 6x at Dec. 31, 2013.

RATINGS LIST

Sprint Industrial Holdings LLC
Corporate Credit Rating                      B/Stable/--
  Senior Secured
  $165 mil. first-lien term loan              B+
  due 2019
   Recovery Rating                            2
  $12.5 mil. first-lien revolver due 2018     B+
   Recovery Rating                            2
  $70 mil. second-lien term loan due 2019     CCC+
   Recovery Rating                            6


STELLAR BIOTECHNOLOGIES: Conference Call Held April 10
------------------------------------------------------
Stellar Biotechnologies, Inc., will host a general corporate
update conference call and webcast at on April 10, 2014. For the
archived webcast, please visit the investor presentation section
on Stellar Biotechnologies' Web site at
http://www.stellarbiotech.com

                          About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

Stellar Biotechnologies incurred a loss and comprehensive loss of
$14.88 million on $545.46 million of revenues for the year ended
Aug. 31, 2013, as compared with a loss and comprehensive loss of
$5.19 million on $286.05 million of revenues for the year ended
Aug. 31, 2012.  The Company incurred a loss and comprehensive loss
of $3.59 million for the year ended Aug. 31, 2011.

The Company's balance sheet at Nov. 30, 2013, showed $17.44
million in total assets, $9.03 million in total liabilities and
$8.40 million in total shareholders' equity.


STEREOTAXIS INC: Ernst & Young LLP Raises Going Concern Doubt
-------------------------------------------------------------
Stereotaxis, Inc., filed with the U.S. Securities and Exchange
Commission on March 27, 2014, its annual report of Form 10-K for
the year ended Dec. 31, 2013.

Ernst & Young LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has incurred recurring operating losses and has a net capital
deficiency.

The Company reported a net loss of $68.76 million on
$38.03 million of total revenue in 2013, compared with a net loss
of $9.24 million on $46.56 million of total revenue in 2012.

The Company's balance sheet at Dec. 31, 2013, showed
$31.08 million in total assets, $42.78 million in total
liabilities, and a stockholders' deficit of $11.7 million.

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

                       http://is.gd/TTRp07

                       About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures.  The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.


STHI HOLDING: S&P Affirms 'B' CCR; Outlook Stable
-------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Deerfield, Ill.-based STHI Holding Corp.
following STHI's agreement to acquire Ottawa-based Nordion Inc.
The outlook is stable.

S&P affirmed its 'B' credit rating on STHI's senior secured notes
and its '4' recovery rating on the notes remains unchanged,
indicating S&P's expectation for average (30% to 50%) recovery of
principal in the event of payment default.  The affirmation of the
issue-level ratings reflects S&P's expectation that acquisition-
related debt will not disrupt our recovery assumptions.

"The affirmation of our corporate credit rating on STHI reflects
our estimate that the Nordion acquisition will result in a
relatively small increase in STHI's debt leverage.  The addition
of Nordion is not likely to improve our 'fair' assessment of
STHI's business risk profile," said credit analyst Gail Hessol.
"STHI has a strong and well-established global position in a small
niche market with fairly favorable characteristics. Nordion
provides some backward integration and could enhance STHI's gamma
radiation business, although we believe Nordion could lose some
sterilization product customers that compete with STHI.  We also
believe Nordion's medical isotope business could be hurt by
industry trends and supply problems."

The rating outlook is stable, reflecting S&P's expectation that
operating trends will continue in STHI's sterilization and
ionization business and Nordion's operating performance will be
relatively stable through 2015.

Downside scenario

S&P could lower the rating if it concludes that leverage would be
sustained above 8x or if liquidity becomes pressured, evidenced by
a significant shrinkage in revolver availability or the financial
covenant cushion.  This could occur if raw material supply
problems or unfavorable shifts in demand for Nordion's products
result in a steep earnings decline.  Alternatively, a decline in
STHI's capacity utilization, possibly from unforeseen operating
problems that reduce revenues, could result in substantial erosion
of profit margins and free operating cash flow.

Upside scenario

S&P is unlikely to raise its rating because it believes STHI's
financial policies will sustain high leverage.  If STHI generates
more cash flow than S&P's base-case scenario's forecast, it
expects it to be distributed to owners.


STRATUS TECHNOLOGIES: S&P Assigns 'B+' CCR; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Bermuda-based Stratus Technologies
Bermuda Ltd.  The outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating and '3'
recovery rating to the company's proposed $245 million senior
secured credit facilities, which consist of a $20 million
revolving credit facility due 2019 and a $225 million term loan
facility due 2021.  The '3' recovery rating indicates that lenders
can expect a meaningful (50% to 70%) recovery of principal in the
event of a payment default.

Additionally, S&P raised to 'B+' from 'B-' its corporate credit
rating on Stratus Technologies Inc., the U.S. subsidiary of
Stratus Technologies Bermuda Inc. and the co-borrower of the
proposed $245 million senior secured credit facilities.  Stratus
Technologies Inc.'s existing debt, including its $215 million
senior secured notes due March 2015, will be repaid at close of
the proposed sponsor sale and debt issuance transaction.

Ratings are based on preliminary documentation and are subject to
review of final documents.

"The rating on Stratus Technologies reflects our view of the
company's business risk profile as 'weak,' incorporating the
company's niche position in the highly competitive global server
market, challenging prospects for near-term revenue growth, and
currency translations risk, as about 60% of its sales are
generated outside the U.S, and about half of these are from
Japan," said Standard & Poor's credit analyst David Tsui.

A significant base of stable and recurring service revenues and an
above-average profitability profile offset the risk factors.  S&P
views the company's financial risk profile as "aggressive,"
reflecting its high debt to EBITDA of about 4.4x at transaction
close.  S&P views the industry risk as "moderately high" and the
country risk as "low".  S&P's assessment of the company's
management and governance is "fair".

The stable outlook reflects S&P's view that the company's high
recurring revenue from its legacy and ftServer maintenance and
services, stable profitability, and positive FOCF generation will
support a debt-to-EBITDA ratio of below 5x.

S&P could lower the rating if the company encounters more rapid
and pronounced customer attrition of its legacy products than
expected, leading to sustained leverage at or above the 5x area.
S&P could also lower the rating if the company pursues more
aggressive financial policies, including a debt-financed
acquisition or dividend to sponsor, leading to the same leverage
threshold.

S&P's belief is that the company's ownership structure and
financial policy preclude material and sustained debt reduction
and currently limit the potential for an upgrade in the near term.


SUGARLEAF TIMBER: Plan Confirmation Order Stayed
------------------------------------------------
The Hon. Paul M. Glenn of the U.S. Bankruptcy Court for the Middle
District of Florida has entered an order staying until the
conclusion of Farm Credit of Florida, ACA's pending appeal, the
order on the confirmation of Sugarleaf Timber, LLC's Chapter 11
plan.

The stay is subject to these further stipulations agreed to by the
parties: (A) that Farm Credit has waived its right, if any, to
assert, claim or recover from any party in interest, attorneys'
fees or costs in connection of the Debtor's indebtedness incurred
or accruing between Jan. 23, 2014, and the later of (i) the date
that the appeal to the U.S. District Court for the Middle District
is dismissed or otherwise disposed of by a final order, (ii) the
date that a further appeal, if any, to the U.S. Court of Appeals
for the Eleventh Circuit is dismissed or otherwise disposed of by
a final order, or (iii) if applicable, the date on which no
further appeals to the District Court or the Circuit Court are
available with respect to any issue decided on remand; and (B)
that the appraisal reports presented at the confirmation hearing
by Tyler Nelson, Mike Roy, and Heyward Cantrell will be deemed to
state a valuation as of the confirmation hearing date and will
also be deemed to state a valuation of the property as of the
Plan's effective date, if that date occurs after the appeal
disposition date.  The stipulation will be null and void if the
appellate court's disposition requires or results in a resolution
contrary to the terms of the stipulation.

As reported by the Troubled Company Reporter on Feb. 17, 2014, the
Debtor filed its original plan in October 2011, which provides for
the delivery of a portion of the Debtor's properties which are
subject to Farm Credit's liens, which delivery the Debtor asserts
will provide the "indubitable equivalent" of Farm Credit's secured
claim.  The Plan has undergone several amendments.  Counsel for
Farm Credit opposed the Plan, arguing that the Plan is a partial
"dirt for debt" plan seeking to force Farm Credit to receive a
portion of its real property in full satisfaction of approximately
$27,400,000 in secured claims while the Debtor retains
approximately 622 acres of real property collateral which Farm
Credit is forced to release under the Plan.

The Court filed a "First Order" on the Plan on Nov. 22, 2013, and
a Confirmation Order on Dec. 20, 2013, whereby all plan objections
not withdrawn or addressed are overruled.

Farm Credit filed an appeal of the Confirmation Order, seeking a
review of the order on these issues, whether: (1) a conservative
valuation approach was applied in valuing the property proposed to
be surrendered pursuant to the Plan; (2) the Court adequately
considered the attorneys' fees, interest and costs that have
accrued and will continue to accrue on Farm Credit's claim through
the effective date of the Plan; (3) the Court adequately
considered the costs to be incurred by Farm Credit to hold and
sell the property, an appropriate discount rate to be applied or
the length of time necessary to liquidate the Property as a mixed
use development and for the value determined by the Court; and
(4) the surrender by the Debtor of only a portion of Farm Credit's
collateral through the Plan constitutes the indubitable equivalent
of the claim held by the Association.

                     About Sugarleaf Timber

Sugarleaf Timber, LLC, in Jacksonville, Florida, is in the
business of purchasing, developing, and reselling real property in
Northeast Florida.  The Company filed for Chapter 11 bankruptcy
(Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011.  Chief
Bankruptcy Judge Paul M. Glenn presides over the case.  Robert D.
Wilcox, Esq. -- rw@wlflaw.com -- of the Wilcox Law Firm, in
Ponte Vedra Beach, Fla., serves as the Debtor's bankruptcy
counsel.

In its schedules, the Debtor disclosed assets of $31,016,486 and
liabilities of $26,781,079.  The petition was signed by Victoria
D. Towers, manager of Diversified Investments of Jacksonville LLC,
which serves as manager to the Debtor.

An Official Committee of Unsecured Creditors has not been
appointed.  Additionally, no trustee or examiner has been
appointed.


TASC INC: Moody's Affirms B3 CFR & Changes Outlook to Negative
--------------------------------------------------------------
Moody's Investors Services has changed the rating outlook of TASC,
Inc. ("TASC") to negative from stable and affirmed the company's
B3 Corporate Family Rating. The company's bank facility debt
ratings have been lowered to B3 from B2. A B3 rating has been
assigned to a planned term loan tranche that will mature in 2017.
Proceeds of that tranche will substantially reduce or fully
replace the facility's existing term loan due 2015. Beyond
extending the term loan's maturity, the proposed amendment would
similarly extend revolver expiry, downsize the revolver commitment
amount, and loosen the facility's financial ratio covenant test
thresholds.

Ratings:

Corporate Family, affirmed at B3

Probability of Default, affirmed at B3-PD

$80 million first lien revolver due 2015, to B3, LGD3, 44% from
B2, LGD3, 42% (expected to be revised to $50 million, due 2017 at
close of transaction)

$633 million first lien term loan due 2015, to B3, LGD3, 44% from
B2, LGD3, 42% (amount to be revised at close of transaction or
withdrawn if fully retired)

$633 million first lien term loan due 2017, assigned B3, LGD3, 44%
(amount to be revised at close of transaction)

Rating Outlook, To Negative from Stable

Ratings Rationale

The rating outlook change to negative reflects Moody's view that
TASC's revenue contraction, which began in 2013, will likely
continue rather than stabilize across 2014 as was previously
expected. An annual revenue base of $1.1 billion by the end of
2014 seems probable, down from $1.3 billion in 2013 and $1.6
billion in 2012. Even with management's debt reduction focus, low
asset intensity of the services business model and cash inflow
from working capital decrease, debt/EBITDA will still likely reach
7.5x near-term, up from 6.4x at Q3-2013 and 6.1x at 2012. TASC's
operational restructuring and marketing initiatives of late 2013
could add backlog but as leverage escalates this year, the rating
will become sensitive to a continuation of revenue declines in
2015.

The negative outlook also acknowledges that contracted services
volumes within the intelligence and national security arenas are
facing pressure despite the omnibus federal spending legislation
of January 2014 that alleviated the sequestration funding caps.
Rather than becoming more fluid, acquisition cycle times remain
long and agencies continue awarding work at a sluggish pace. After
many years of growth, volumes may not meaningfully rise for some
time. Indeed, if sequestration is not legislated away for the
government's FY2016, budgets will face added pressure. The amended
covenant test levels being sought will likely require revenue
growth beginning in late 2014. Rating downgrade risk will stay
high until the revenue and backlog trends become more encouraging
and better credit metrics come into view.

The affirmation of the B3 CFR considers an improved liquidity
position from the amend/extend transaction and considers that cost
actions and marketing revisions undertaken could improve
performance. With the updated lower revenue view, the presently
large December 2015 term loan maturity would be problematic for
the rating, but the planned transaction should reduce that to
about $60 million or less, within reach of TASC's two-year free
cash flow potential. A financial ratio covenant breach seems
likely near-term, but the proposed loosening of test levels should
help sustain compliance near-term, helpful since the pending
subordinated note call will deplete the company's cash to a low
level and could prompt some revolver borrowing. Positively, the
pace, magnitude and aim of the indirect cost actions undertaken by
the company's new CEO seem fitting in light of the 2013 revenue
decline and the government's continuing acquisition reforms
whereby price heavily determines decisions. Renewed rigor that
TASC has placed upon marketing execution since 2013 also better
matches competition and the shorter tenor of task awards. Since
the company's award fees remain at historical levels, evidence of
contract performance shortfalls does not seem to be driving the
revenue decline. The rate of contract re-compete over the next few
years appears to be rather benign as well, which adds support.
These considerations hold promise that the company's operational
revisions could raise performance and permit de-levering after
2014.

The downgrade of the bank facility debts to B3, on par with the
CFR, reflects the pending call for redemption of TASC's
subordinated debt that will eliminate a layer of junior debt that
had been providing uplift to the bank debt ratings since the 2009
LBO. In a stress scenario, those lower ranking debt claims would
have helped to absorb loss and were therefore enhancing the bank
facility recovery rate.

The ratings could be downgraded with covenant pressure, if revenue
declines continue or if debt/EBITDA remains above 7x by 2015. The
rating incorporates that at conclusion of the amend/extend
transaction 90% or more of the term loan due 2015 will have
extended leaving an amount due 2015 that could be covered through
internal cash flow. Stabilization of the rating outlook would
depend on likelihood of debt/EBITDA descending below 7x, with
sustained adequate liquidity and FCF/debt in the mid single digit
percentage range. The ratings could be upgraded over the
intermediate term with backlog growth, debt/EBITDA below 6x, good
covenant cushion and FCF/debt in the high single digit percentage
range.

TASC, Inc. provides advanced systems engineering and integration
services to U.S. Government intelligence agencies, Department of
Defense and various civil agencies. The existing company is a
former unit of Northrop Grumman Corporation's advisory services
segment and was acquired for $1.65 billion in a leveraged
transaction by affiliates of General Atlantic and Kohlberg Kravis
Roberts in late 2009. Revenues in 2013 were estimated at $1.3
billion.


TRUCKEE RIVER: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Truckee River Properties, Ltd
        P O Box 41027
        Reno, NV 89504

Case No.: 14-14-50601

Chapter 11 Petition Date: April 9, 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: $2.01 million

Total Liabilities: $4.04 million

The petition was signed by Pat Campbell Cozzi, manager.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb14-50601.pdf


TUSCANY INT'L: Disclosure Statement Okayed; Plan Hearing May 19
---------------------------------------------------------------
Delaware Bankruptcy Judge Kevin Gross has approved the disclosure
statement explaining the joint plan of reorganization filed by
Tuscany International Holdings (USA) Ltd. et al.

In an order dated April 9, the Court also established the Voting
Record Date, Voting Deadline, and Other Dates, approved procedures
for soliciting, receiving, adn tabulating votes on the Plan and
for filing objections to the Plan, and approved the manner and
forms of notice and other related documents.

A hearing to confirm the Plan will be held May 19 at 11 a.m.
prevailing Eastern Time.  Plan objections are due May 12.  Plan
votes are also due May 12.

The Debtors' claims agent must file a voting report by May 14.

The Debtors on April 4 filed revised versions of the Plan and
Disclosure Statement ahead of the April 7 hearing to approve the
Plan outline.  A copy of the blacklined versions of the Plan and
Disclosure Statement is available at no extra charge at:

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

A summary and outline of the Plan was reported in the March 13
edition of the Troubled Company Reporter.

                   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.  GMP Securities, LLC serves as investment banker.

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 Bankruptcy Court has entered an order approving the bidding
procedures for the sale of all or any portion of the Debtors'
assets or the new capital stock of Reorganized HoldCo, as
reorganized under the Plan.  These bidding procedures are to be
utilized by the Debtors in the postpetition sale process in an
effort to secure the highest or otherwise best offer for the sale
of the Debtors' businesses.

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.

Credit Suisse, as agent, is represented by:

     MAYER BROWN LLP
     1675 Broadway
     New York, NY 10019-5820
     Attn: Howard S. Beltzer, Esq.
     Facsimile: 212-262-1910
     E-mail: hbeltzer@mayerbrown.com

          - and -

     RICHARDS, LAYTON & FINGER, P.A.
     One Rodney Square
     920 North King Street
     Wilmington, DE 19801
     Attn: Mark D. Collins, Esq.
     Facsimile: 302-498-7531
     E-mail: Collins@rlf.com


UNIVERSAL HEALTH: Court OKs Genovese as Trustee's Special Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Soneet R. Kapila, as the duly appointed Chapter 11
Trustee for the estate of Universal Health Care Group, Inc., et
al., to expand and approve the retention of the law firm of
Genovese Joblove & Battista, P.A., the trustee's present special
counsel, to investigate and, if appropriate, pursue certain
litigation claims on a contingency fee basis.

As reported in the Troubled Company Reporter on March 13, 2014,
the Court entered an order approving Chapter 11 trustee's
employment of Theresa Van Vliet, Esq., and Genovese as special
counsel.

Since his appointment, the Chapter 11 trustee, among other things,
has been conducting his investigation into the affairs of the
Debtors.  In connection therewith, the trustee has concluded that
it is appropriate to investigate and, if applicable, prosecute any
and all potential claims and causes of action that may exist
against either Ernst & Young, as the Debtors' prepetition
auditors, and Milliman, Inc., who provided certain prepetition
consulting services to the Debtors.  To properly investigate and
pursue any of the litigation claims, the trustee seeks to engage
the services of special counsel with expertise and experience in
these areas in order to enable the trustee to discharge his
statutory duties.

The Chapter 11 trustee proposed to engage Genovese on a 35%
contingency fee basis with the Debtors' estates being responsible
for the payment of any out-of-pocket costs and expenses, including
expert fees, incurred in connection with such representation.

                  About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA.

Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc. serves as a forensic imaging
consultant to the Chapter 11 trustee.


USEC INC: Hires Logan & Company as Administrative Advisor
---------------------------------------------------------
USEC Inc. seeks authorization from the U.S. Bankruptcy Court for
the District of Delaware to employ Logan & Company, Inc. as
administrative advisor, nunc pro tunc to Mar. 5, 2014 petition
date.

The Debtor requires Logan & Company to:

   (a) upon request of the Debtor, assist the Debtor in the
       preparation and filing of its Schedules of Assets and
       Liabilities, Schedules of Executory Contracts and
       Unexpired Leases, and Statement of Financial Affairs (the
       "Schedules");

   (b) notwithstanding the prearranged nature of the case and the
       absence of a formal claims process, assist the Debtor in
       managing the claims reconciliation and objection process,
       flag for review by the Debtor those proofs of claim
       subject to possible procedural objections and proofs of
       claim that are inconsistent with the Schedules, input the
       Debtor's objection determinations into the claims
       database, and prepare exhibits for the Debtor's omnibus
       claims objections;

   (c) provide balloting, solicitation and tabulation services
       not included in the Section 156(c) Application, including
       tabulating creditor ballots on a daily basis, preparing a
       certification of voting results and providing court
       testimony with respect to balloting, solicitation and
       tabulation matters;

   (d) comply with applicable federal, state, municipal and local
       statutes, ordinances, rules, regulations, orders and other
       requirements;

   (e) provide the Debtor with consulting and computer software
       support regarding the reporting and information management
       requirements of the bankruptcy administration process as
       it relates to the 327 Services;

   (f) educate and train the Debtor in the use of support
       software and provide Logan's standard reports as well as
       consulting and programming support for Debtor-requested
       reports, program modifications, database modification, and
       other features in accordance with the Logan Agreement; and

   (g) provide other administrative services as may be
       requested from time to time by the Debtor in accordance
       with the Logan Agreement and that are not otherwise
       allowed under the order approving the Section 156(c)
       Application.

Logan & Company will be paid at these hourly rates:

                                    Current Hourly   With 30%
                                        Rates        Reduction
                                    --------------   ---------
       Principal (Kate Logan)           $297           $208
       Court Testimony (if required)    $325           $228
       Statement & Schedule
       Preparation                      $220           $154
       Account Executive Support        $205           $144
       Public Website Design &
       Maintenance                      $205           $144
       Programming Support              $165           $116
       Project Coordinator              $140           $98
       Quality Control & Audit          $77            $54
       Data Entry                       $77            $54
       Clerical                         $50            $35

Robbins Russell will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Prior to the Petition Date, the Debtor paid Logan & Company a
retainer of $35,000 (the "Retainer").  The Retainer was drawn upon
by Logan & Company in connection with certain prepetition fees and
expenses and, as of the Petition Date, approximated $18,000.

Kathleen M. Logan, president of Logan & Company, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on April 21, 2014, at 11:00 a.m.  Objections were due
Mar. 26, 2014

Logan & Company can be reached at:

       Kathleen M. Logan
       LOGAN & COMPANY, INC.
       546 Valley Road, Second Floor
       Upper Montclair, NJ 07043
       Tel: (973) 509-3190
       Fax: (973) 509-3191
       E-mail: klogan@loganandco.com

                        About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Debtor disclosed
total assets of $70 million and total liabilities of $1.07
billion.  The Hon. Christopher S. Sontchi presides over the case.

Latham & Watkins LLP acts as the Debtor's general counsel.
Richards, Layton and Finger, P.A., serves as the Debtor's Delaware
counsel.  Vinson & Elkins is the Debtor's special counsel.  Lazard
Freres & Co. LLC acts as the Debtor's investment banker.  AP
Services, LLC, provides management services to the Debtor.  Logan
& Company Inc. serves as the Debtor's claims and noticing agent.
Deloitte Tax LLP are the Debtor's tax professionals.  The Debtor's
independent auditor is PricewaterhouseCoopers LLP.  KPMG LLP
provides fresh start accounting services to the Debtor.


USEC INC: Hires Vinson & Elkins as Special Counsel
--------------------------------------------------
USEC Inc. asks permission from the U.S. Bankruptcy Court for the
District of Delaware to employ Vinson & Elkins LLP as special
counsel, nunc pro tunc to Mar. 5, 2014 petition date.

USEC has requested that Vinson & Elkins advise the Debtor with
respect to the Financing Issues.  Subject to further Court order,
and consistent with the Engagement Letter, the specific services
that Vinson & Elkins is expected to provide to the Debtor during
the Chapter 11 Case in connection with the Financing Issues
include, without limitation:

   (a) in connection with the proposed Debtor-In-Possession
       Credit Agreement (the "DIP Credit Agreement"),

       - assisting the Debtor in obtaining approval of the DIP
         Credit Agreement, including negotiating and documenting
         any required changes to the DIP Credit Agreement,

       - assisting the Debtor in satisfying the conditions
         precedent and closing the DIP Credit Agreement following
         approval, and

       - assisting the Debtor in satisfying its obligations under
         the DIP Credit Agreement and negotiating and documenting
         any necessary amendments to the DIP Credit Agreement;

   (b) assist the Debtor with respect to the refinancing or
       replacement, in whole or in part, of the DIP Credit
       Agreement in the form of an exit facility to be executed
       upon the effective date of the Plan; and

   (c) assist the Debtor with respect to the structuring,
       negotiation and documentation of credit facilities that
       may be incurred upon or following the effective date of
       the Plan to refinance or replace, in whole or in part, or
       supplement the Debtor's exit financing.

Vinson & Elkins' current hourly rates for matters related to the
Financing Issues are expected to be within the following ranges:


       Partners                    $660-$1,245
       Counsel                     $620-$975
       Associates                  $325-$935
       Paraprofessionals           $240-$585
       Maritza Okata                 $945
       Tzvi Werzberger               $870
       Bradley Foxman                $650

Vinson & Elkins will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Vinson & Elkins estimates that it continues to hold a remaining
retainer of approximately $150,000.

As stated in the declaration filed by John R. Castellano, the
Debtor's chief restructuring officer, , the source of funds for
all payments to Vinson & Elkins both prepetition and post-petition
is Enrichment Corp, because virtually all of the Debtor's funds
have been obtained via intercompany loans from Enrichment Corp,
which will continue with debtor-in-possession financing from
Enrichment Corp.  Prior to the Petition Date, fees earned and
expenses incurred by Vinson & Elkins were allocated between the
Debtor and Enrichment Corp in the same percentage as all other
"SG&A" of the corporate family: 18% to the Debtor and 82% to
Enrichment Corp. The Debtor proposes to continue such accounting
allocation during the Chapter 11 Case.  Accordingly, if this
Application is granted, Vinson & Elkins will seek approval of 100%
of its ongoing fees and expenses in accordance with the fee
application procedures approved by the Court.  However, only 18%
of the ongoing fees and expenses will end up being borne by the
Debtor.

Maritza U.B. Okata, partner of Vinson & Elkins, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on April 21, 2014, 11:00 a.m.  Objections were due
April 1, 2014.

Vinson & Elkins can be reached at:

       Maritza U.B. Okata, Esq.
       VINSON & ELKINS LLP
       666 Fifth Avenue, 26th Floor
       New York, NY 10103-0040
       Tel:  +1 (212) 237-0225
       Fax:  +1 (917) 849-5355
       E-mail: mokata@velaw.com

                        About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Debtor disclosed
total assets of $70 million and total liabilities of $1.07
billion.  The Hon. Christopher S. Sontchi presides over the case.

Latham & Watkins LLP acts as the Debtor's general counsel.
Richards, Layton and Finger, P.A., serves as the Debtor's Delaware
counsel.  Vinson & Elkins is the Debtor's special counsel.  Lazard
Freres & Co. LLC acts as the Debtor's investment banker.  AP
Services, LLC, provides management services to the Debtor.  Logan
& Company Inc. serves as the Debtor's claims and noticing agent.
Deloitte Tax LLP are the Debtor's tax professionals.  The Debtor's
independent auditor is PricewaterhouseCoopers LLP.  KPMG LLP
provides fresh start accounting services to the Debtor.


USEC INC: Taps AP Services to Provide Interim Services and CRO
--------------------------------------------------------------
USEC Inc. asks for permission from the U.S. Bankruptcy Court for
the District of Delaware to employ AP Services, LLC to provide
interim management and restructuring services and John R.
Castellano to serve as Chief Restructuring Officer ("CRO").

As provided in the Engagement Letter, AP Services has agreed that
Mr. Castellano will serve as the Debtor's CRO. Working
collaboratively with the Debtor's senior management team and board
of directors, as well as the Debtor's other professionals,
Mr. Castellano will assist the Debtor in evaluating and
implementing strategic and tactical options through the
restructuring process.

In addition, AP Services has agreed to provide certain temporary
staff to assist Mr. Castellano and the Debtor in its restructuring
efforts (collectively, the "Temporary Staff").

The Debtor anticipates that during the Chapter 11 Case, in
addition to the ordinary course duties of a CRO, Mr. Castellano
and the Temporary Staff will perform a broad range of services,
including, without limitation, the following:

   (a) assisting the Chief Executive Officer in providing overall
       leadership to the restructuring process, working with the
       Debtor's senior management team, including working with a
       wide range of stakeholder groups;

   (b) assisting the Debtor and its professionals in working with
       the day-to-day requests put forth by the Debtor's lenders
       and their respective advisors in diligence related
       matters;

   (c) assisting the Debtor and its management team in
       coordinating and managing the communications and due
       diligence requests and efforts of the various constituents
       within the Debtor's capital structure;

   (d) assisting the Debtor in evaluating short-term liquidity
       requirements, including reviewing and analyzing forecasts,
       actual cash flows, and short-term weekly cash flow
       projections;

   (e) assisting in the preparation for a Chapter 11 filing as
       well as assisting with complying with the bankruptcy
       administration requirements;

   (f) working with the Debtor's senior management team and its
       advisors in evaluating potential business plan options and
       alternative strategies to address the Debtor's current
       situation; and

   (g) assisting with such other matters as may be requested that
       fall within APS's expertise and that are mutually
       agreeable.

AP Services will be paid at these hourly rates:

       Managing Director              $875-$1,010
       Dennis Cassidy                    $875
       John Castellano                   $940
       Jim Mesterharm                    $990
       Barry Folse                       $940
       Director                       $665-$815
       Richard Whitlock                  $715
       Vice President                 $490-$590
       Associate                      $335-$435
       Patrick Hoban                     $441
       Brice Little                      $335
       Analyst                        $290-$320
       Paraprofessional               $220-$240

AP Services will also be reimbursed for reasonable out-of-pocket
expenses incurred.

AP Services received an initial retainer of $200,000 (the
"Retainer") on Nov. 1, 2013 from the Debtor.  During the 90 days
prior to the commencement of the Chapter 11 Case, the Debtor paid
AP Services a total of $1,971,565.69, incurred in providing
services to the Debtor in contemplation of, and in connection
with, prepetition restructuring activities.

The Debtor and AP Services have agreed that AP Services will earn
a success fee of $500,000 (the "Success Fee") upon the
consummation of a transaction (a "Transaction"), which will be
deemed to have been consummated upon the earliest of any of the
following events:

   -- The consummation of any material debt restructuring or
      recapitalization of the Debtor or its subsidiary Enrichment
      Corp;

   -- The sale, transfer, or other disposition (in one
      transaction or a series of transactions) of all or a
      substantial portion of the assets or equity of the Debtor
      or Enrichment Corp;

   -- Any merger, consolidation, or similar transaction involving
      the Debtor or Enrichment Corp;

   -- The individuals who constitute the Board of Directors of
      the Debtor on Feb. 27, 2014 cease to constitute a majority
      of the Board of Directors of the Debtor in conjunction with
      a material debt restructuring, sale of all or a substantial
      portion of the assets of the Debtor, merger, or a
      confirmation of a chapter 11 plan of reorganization or
      chapter 11 liquidation; or

   -- The confirmation of a chapter 11 plan of reorganization or
      chapter 11 liquidation accomplishing any of the foregoing.

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

The Court for the District of Delaware will hold a hearing on the
application on April 21, 2014, at 11:00 a.m.  Objections were due
April 1, 2014.

AP Services can be reached at:

       John R Castellano
       AP SERVICES, LLC
       300 N La Salle Dr Ste 1900
       Chicago, IL 60654-3417 USA
       Tel: (312) 560-5276
       Fax: (312) 346-2585
       E-mail: jcastellano@alixpartners.com

                        About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Debtor disclosed
total assets of $70 million and total liabilities of $1.07
billion.  The Hon. Christopher S. Sontchi presides over the case.

Latham & Watkins LLP acts as the Debtor's general counsel.
Richards, Layton and Finger, P.A., serves as the Debtor's Delaware
counsel.  Vinson & Elkins is the Debtor's special counsel.  Lazard
Freres & Co. LLC acts as the Debtor's investment banker.  AP
Services, LLC, provides management services to the Debtor.  Logan
& Company Inc. serves as the Debtor's claims and noticing agent.
Deloitte Tax LLP are the Debtor's tax professionals.  The Debtor's
independent auditor is PricewaterhouseCoopers LLP.  KPMG LLP
provides fresh start accounting services to the Debtor.


USEC INC: Taps KPMG LLP as Accounting Services Provider
-------------------------------------------------------
USEC Inc. asks for permission from the U.S. Bankruptcy Court for
the District of Delaware to employ KPMG LLP as fresh start
accounting services provider, nunc pro tunc to Mar. 5, 2014
petition date.

Pursuant to the terms of the Agreements, and subject to the
direction of the Debtor, KPMG agreed to provide the following
Fresh Start Services to the Debtor:

   (a) assist the Debtor with developing a planning summary that
       considers: (i) a trial balance matrix identifying the
       fresh start approach for each major asset and liability
       category, (ii) an evaluation of fresh start qualifications
       to determine applicability, (iii) an evaluation of various
       alternative approaches to timing and effective date, and
       (iv) an evaluation of other process considerations,
       including SEC filing and reporting requirements; and
       assisting with the documentation of valuation approaches
       for certain assets and liabilities;

   (b) assist the Debtor with documenting its valuation approach
       to identified assets and liabilities;

   (c) provide tax consulting services with respect to such
       matters that may arise for which the Debtor seeks KPMG's
       advice.  KPMG will use reasonable efforts to coordinate
       its services with the Debtor and with Deloitte Tax LLP to
       avoid unnecessary duplication of services.  The tax
       consulting services include, but are not limited to, (i)
       an evaluation of cancellation of indebtedness
       considerations and (ii) assistance with tax accounting
       analysis/calculations that may be necessary in connection
       with new fresh start accounting valuations and tax
       attribute changes resulting from a restructuring;

   (d) assist management with documentation of whitepapers for
       Accounting issues, position papers, and accounting
       policies;

   (e) participate in discussions with auditors and other
       advisors to discuss accounting conclusions;

   (f) assist management with its analysis and documentation of
       financial reporting and disclosure requirements for
       predecessor/successor financial statements;

   (g) provide guidance to the Debtor following review of the
       tax basis balance sheet provided for each entity of the
       Debtor;

   (h) provide guidance to the Debtor in the identification and
       computation of temporary differences;

   (i) provide support to the Debtor with determining the proper
       tax-related adjustments to record as part of fresh start
       accounting;

   (j) provide other technical guidance to the Debtor with
       determining the tax accounts in connection with fresh
       start accounting;

   (k) assist the Debtor in its efforts to work with its
       independent auditors;

   (l) provide estimates of the Fair Values of the assets of USEC
       and its subsidiaries as of the date of emergence from
       bankruptcy ("Valuation Date");

   (m) use these asset valuations, and other appropriate
       analyses, to establish the enterprise Fair Value of USEC,
       along with its subsidiaries, as of the Valuation Date;

   (n) assist in establishing the Fair Value of the liabilities
       of USEC and its subsidiaries; and

   (o) provide preliminary valuation conclusions and
       participating in discussions with auditors and other
       advisors.

KPMG will be paid at these hourly rates:

       Partner and Managing Director      $750
       Director                           $650
       Manager                            $550
       Senior Associates                  $450
       Associate                          $275

AP Services will also be reimbursed for reasonable out-of-pocket
expenses incurred.

As a condition to entering into the Original Statement of Work,
KPMG obtained from the Debtor a retainer in the amount of $50,000
prior to the Petition Date, which will be applied to outstanding
services incurred prior to the Petition Date.

As stated in the First Day Declaration, the source of funds for
all payments to KPMG, both prepetition and post-petition, is the
Debtor's subsidiary United States Enrichment Corporation
("Enrichment Corp"), because virtually all of the Debtor's funds
have been provided via intercompany loans from Enrichment Corp,
which will continue with debtor-in-possession financing from
Enrichment Corp.  Prior to the Petition Date, fees earned and
expenses incurred by KPMG were allocated between the Debtor and
Enrichment Corp in the same percentage as all other "SG&A" of the
corporate family: 18% to the Debtor and 82% to Enrichment.  The
Debtor proposes to continue such accounting allocation during the
Chapter 11 Case. Accordingly, if this Application is granted, KPMG
will seek approval of its ongoing fees and expenses in accordance
with the fee application procedures approved by the Court.
However, only 18% of the ongoing fees and 18% of all reimbursable
expenses incurred by KPMG will end up being borne by the Debtor.

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

The Court for the District of Delaware will hold a hearing on the
application on April 21, 2014, at 11:00 a.m.  Objections were due
April 3, 2014.

                        About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Debtor disclosed
total assets of $70 million and total liabilities of $1.07
billion.  The Hon. Christopher S. Sontchi presides over the case.

Latham & Watkins LLP acts as the Debtor's general counsel.
Richards, Layton and Finger, P.A., serves as the Debtor's Delaware
counsel.  Vinson & Elkins is the Debtor's special counsel.  Lazard
Freres & Co. LLC acts as the Debtor's investment banker.  AP
Services, LLC, provides management services to the Debtor.  Logan
& Company Inc. serves as the Debtor's claims and noticing agent.
Deloitte Tax LLP are the Debtor's tax professionals.  The Debtor's
independent auditor is PricewaterhouseCoopers LLP.  KPMG LLP
provides fresh start accounting services to the Debtor.


USEC INC: Hires PwC as Independent Auditor
------------------------------------------
USEC Inc. asks for permission from the U.S. Bankruptcy Court for
the District of Delaware to employ PricewaterhouseCoopers LLP
("PwC") as independent auditor.

On Feb. 24, 2014, the Debtor and PwC executed the Original 2014
Audit Engagement Letter, pursuant to which PwC was engaged to
perform an integrated audit of the consolidated financial
statements of the Debtor at Dec. 31, 2014 and for the year then
ending, as well as an audit of the effectiveness of the Debtor's
internal control over financial reporting as of Dec. 31, 2014 (the
"Original 2014 Audit Services").  On Mar. 19, 2014 the Debtor and
PwC executed the Amendment to 2014 Audit Engagement Letter,
pursuant to which PwC was engaged to perform certain bankruptcy-
related services in connection with the 2014 audit (the "Amended
2014 Audit Services" and together with the Original 2014 Audit
Services, the "2014 Audit Services" and together with the 2013
Audit Services, the "Audit Services").

The Original 2014 Audit Fee Structure contemplates that

   (a) $130,000 would be billed by PwC on April 20, 2014,

   (b) $100,000 would be billed by PwC on the 20th day of each
       month from May 2014 through December 2014 (other than the
       20th day of the months of July and October, when the
       monthly amount for each such month would be $130,000),
       each representing an estimate of the time required by the
       individuals assigned to the Debtor's engagement in each of
       such months,

   (c) $125,000 would be billed by PwC on January 20, 2015
       (representing an estimate of the time required by the
       individuals assigned to the Debtor's engagement in such
       month) and

   (d) approximately $50,000 would be billed by PwC on
       Feb. 20, 2015, representing an estimate of (i) PwC's
       reasonable-out-of-pocket expenses over the entirety of the
       engagement and (ii) its internal per ticket charges for
       booking travel over the entirety of the engagement (the
       "2014 Actual Expense Amount" and together with the 2013
       Actual Expense Amount, the "Actual Expense Amounts"), and

   (e) a final amount would be billed by PwC on Mar. 20, 2015, to
       the extent there was any work performed by PwC during the
       engagement that went beyond the scope originally
       contemplated by the parties in the Original 2014 Audit
       Engagement Letter (the "2015 True Up Payment" and together
       with the 2014 True Up Payment, the "True Up Payments" and
       each a "True Up Payment").

PwC intends to seek compensation on an hourly basis for its audit
and review procedures related to the Debtor's bankruptcy filing
performed by the Bankruptcy Specialists.  The hourly rates for
Bankruptcy Specialists are set forth in the following schedule:

       Partner                   $888-$970
       Managing Director         $682-$771
       Director                  $626-$691
       Manager                   $487-$538
       Senior                    $404-$443
       Staff                     $137-$381

As to work that is performed under the Tax Master Service
Agreement, PwC intends to seek compensation on an hourly basis in
accordance with the following schedule of compensation and to
charge for its reasonable out-of-pocket expenses (the "Tax Fee
Structure", and together with the Audit Fee Structure, the "Fee
Structures"):

       Partner/Principal/Director   $645-$675
       Senior Manager               $440-$460
       Manager                      $350-$370
       Senior Associate             $260-$275
       Associate                    $185-$195

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

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

The Court for the District of Delaware will hold a hearing on the
application on April 21, 2014, at 11:00 a.m.  Objections were due
April 3, 2014.

PwC can be reached at:

       Christopher P. Giermek
       PRICEWATERHOUSECOOPERS LLP
       100 East Pratt Street, Ste. 1900
       Baltimore, MD 21202-1096
       Tel: (410) 783-8929
       Fax: (410) 746-2808
       E-mail: christopher.p.giermek@us.pwc.com

                        About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Debtor disclosed
total assets of $70 million and total liabilities of $1.07
billion.  The Hon. Christopher S. Sontchi presides over the case.

Latham & Watkins LLP acts as the Debtor's general counsel.
Richards, Layton and Finger, P.A., serves as the Debtor's Delaware
counsel.  Vinson & Elkins is the Debtor's special counsel.  Lazard
Freres & Co. LLC acts as the Debtor's investment banker.  AP
Services, LLC, provides management services to the Debtor.  Logan
& Company Inc. serves as the Debtor's claims and noticing agent.
Deloitte Tax LLP are the Debtor's tax professionals.  The Debtor's
independent auditor is PricewaterhouseCoopers LLP.  KPMG LLP
provides fresh start accounting services to the Debtor.


VECTOR GROUP: S&P Affirms 'B' CCR Following Upsized Sr. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings on
Miami-based Vector Group Ltd., including the 'B' corporate credit
rating and 'B+' rating on the $600 million senior secured notes,
which includes the proposed $150 million tack-on offering.  The
recovery rating on the senior secured notes is '2', indicating
that lenders could expect substantial (70% to 90%) recovery in the
event of a payment default.  The outlook is stable.

The rating affirmation reflects Standard & Poor's view that Vector
will maintain a "highly leveraged" financial risk profile, in
particular a very high dividend of $155 million to $175 million
annually, which is well in excess of S&P's forecasted $90 million
sustainable annual free cash flow.  This results in close to $100
million annual discretionary cash flow usage after dividends,
which S&P expects to be paid primarily out of cash and investment
securities, which on a pro forma basis total around $700 million.
S&P also believes Vector could use its significant pro forma cash
and investments to make additional investments in real estate
businesses, which would likely be relatively illiquid.
Nevertheless, S&P expects leverage to fall to the low-5x area in
2014 (in part reflecting the assumed conversion to equity of at
least $107.5 million variable interest senior convertible notes in
November 2014) compared to about 5.5x pro forma for the proposed
tack-on and March 2014 convertible note issuance.  S&P also
expects the ratio of funds from operations (FFO) to cash interest
coverage to improve to about 2.5x, which is slightly above levels
typical for the "highly leveraged" financial risk descriptor.

The rating also incorporates S&P's view that Vector's business
risk profile will remain "weak," given that its tobacco operations
participate in the intensely competitive discount segment within
the declining cigarette industry, and faces significant regulatory
and litigation risk inherent to U.S. tobacco manufacturers.


VERMILLION INC: Removes Web Pages Pertaining to Laboratory
----------------------------------------------------------
Vermillion, Inc., disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that a third-party web
developer, on April 4, 2014, inadvertently and without
authorization launched on the Vermillion www.ova-1.com Web site
conceptual pages for patients and healthcare professionals
referring to a Vermillion operated laboratory and to the
laboratory's ability to process the company's OVA1 ovarian cancer
test.  The web pages have been removed.  The Company said no such
laboratory is currently operated by it, and there is currently no
assurance that the Company would be able to establish or operate
such a laboratory.

                         About Vermillion

Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012, as
compared with a net loss of $17.79 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $15.08 million in total
assets, $4.84 million in total liabilities, and stockholders'
equity of $10.25 million.

BDO USA, LLP, in Austin, Texas, 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, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


VISCOUNT SYSTEMS: Dale Matheson Raises Going Concern Doubt
----------------------------------------------------------
Viscount Systems, Inc., filed with the U.S. Securities and
Exchange Commission on March 27, 2014, its annual report of Form
10-K for the year ended Dec. 31, 2013.

Dale Matheson Carr-Hilton LaBonte LLP expressed substantial doubt
about the Company's ability to continue as a going concern, citing
that the Company has an accumulated deficit of C$11.67 million for
the year ended Dec. 31, 2013.  The Company requires additional
funds to meet its obligations and the costs of its operations.

The Company reported a net loss of C$3.08 million on
C$4.13 million of sales in 2013, compared with a net loss of
C$2.68 million on C$3.6 million of sales in 2012.

The Company's balance sheet at Dec. 31, 2013, showed
C$1.34 million in total assets, C$6.16 million in total
liabilities, and a stockholders' deficit of C$4.82 million.

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

                       http://is.gd/cvQDdR

                      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.


VYCOR MEDICAL: Incurs $2.5 Million Net Loss in 2013
---------------------------------------------------
Vycor Medical, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$2.47 million on $1.08 million of revenue for the year ended
Dec. 31, 2013, as compared with a net loss of $2.93 million on
$1.20 million of revenue for the year ended Dec. 31, 2012.

The Company's balance sheet at Dec. 31, 2013, shows $2.11 million
in total assets, $5.43 million in total liabilities, all current,
and a $3.31 million total stockholders' deficiency.

Paritz & Company, P.A., did not issue a "going concern"
qualification in their report on the consolidated financial
statements for the year ended Dec. 31, 2013.  Paritz & Company
previously expressed substantial doubt about the Company's ability
to continue as a going concern following the 2012 financial
results.  The independent auditors noted that the Company has
incurred a loss since inception, has a net accumulated deficit and
may be unable to raise further equity which factors raise
substantial doubt about its ability to continue as a going
concern.

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

                        http://is.gd/9EOlZR

                         About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.


VYCOR MEDICAL: Fountainhead Stake at 49.9% as of March 31
---------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Fountainhead Capital Management Limited
disclosed that as of March 31, 2014, it beneficially owned
5,817,448 shares of common stock of Vycor Medical, Inc.,
representing 49.9 percent of the shares outstanding.  A copy of
the regulatory filing is available for free at http://is.gd/Y0rsHj

                         About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.

Vycor Medical incurred a net loss of $2.47 million on $1.08
million of revenue for the year ended Dec. 31, 2013, as compared
with a net loss of $2.93 million on $1.20 million of revenue for
the year ended Dec. 31, 2012.

The Company's balance sheet at Dec. 31, 2013, shows $2.11 million
in total assets, $5.43 million in total liabilities, all current,
and a $3.31 million total stockholders' deficiency.


WAFERGEN BIO-SYSTEMS: Conference Call Held to Discuss Results
-------------------------------------------------------------
WaferGen Bio-systems, Inc., held on March 24, 2014, a conference
call and live audio webcast to discuss its financial results for
the quarter and year ended Dec. 31, 2013.  The call was hosted by
Ivan Trifunovich, president and CEO of WaferGen Bio-systems.

                     About WaferGen Bio-systems

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.

WaferGen incurred a net loss attributable to common stockholders
of $17.71 million on $1.30 million of total revenue for the year
ended Dec. 31, 2013, as compared with a net loss attributable to
common stockholders of $8.97 million on $586,176 of total revenue
for the year ended Dec. 31, 2012.  As of Dec. 31, 2013, the
Company had $12.03 million in total assets, $13.24 million in
total liabilities and a $1.21 million total stockholders' deficit.

SingerLewak LLP, in San Jose, California, issued a "going concern"
qualification on the consoliated financial statements for the year
ended Dec. 31, 2013.  The independent auditors noted that the
Company has incurred operating losses and negative cash flows from
operating activities since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


WAVE SYSTEMS: To Offer 5 Million Class A Shares Under Option Plan
-----------------------------------------------------------------
Wave Systems Corp. filed with the U.S. Securities and Exchange
Commission a Form S-8 registration statement to register 5 million
shares of Class A common stock issuable under the Company's
Amended and Restated 1994 Employee Stock Option Plan for a
proposed maximum aggregage offering price of $4.9 million.  A copy
of the Form S-8 prospectus is available for free at:

                        http://is.gd/JSSCsl

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $33.96 million, as compared with a net loss of $10.79
million in 2011.  The Company's balance sheet at Sept. 30, 2013,
showed $12.03 million in total assets, $19.82 million in total
liabilities and a $7.79 million total stockholders' deficit.

KPMG LLP, in Boston Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.


WPX ENERGY: S&P Revises Outlook to Negative & Affirms 'BB+' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Tulsa, Okla.-based WPX Energy Inc. to negative from
stable.  S&P affirmed its 'BB+' corporate credit rating on the
company.

The issue rating on WPX's senior unsecured debt remains 'BB+'.
The recovery rating on this debt is '3', indicating S&P's
expectation of meaningful (50% to 70%) recovery in the event of a
payment default.

"We are revising the rating outlook on WPX Energy Inc. to negative
from stable to reflect our assessment that profitability and
credit protection measures could remain weak for the rating unless
the company is able to successfully develop its liquids prospects
while also completing asset sales in a timely manner," said
Standard & Poor's credit analyst Marc Bromberg.

While WPX intends to allocate its capital spending program this
year to more profitable liquids (crude oil and natural gas liquids
(NGLs)), S&P believes there is risk that the company's liquids
production will not meet its expectations, which are essentially
in line with the company's public guidance.  This takes into
account S&P's assessment of the company's relatively limited track
record of developing its liquid asset base, along with greater
operational risk, in S&P's view, following the recent departure of
its CEO (the company is currently operating with an interim CEO).

The negative outlook reflects the potential for a downgrade over
the next 12 months.

S&P could lower the rating if it believes that WPX will be unable
to maintain an intermediate financial risk descriptor, which could
occur if S&P foresees run rate FFO to debt below 60%.  S&P could
envision this scenario if WPX is unable to expand its liquids
production in line with S&P's current expectations.  S&P also
thinks the company will need to take additional steps to maintain
an intermediate financial risk descriptor--assets sales, for
instance.

A revision of the outlook to stable will require that the company
can demonstrate liquids production growth.  A revision to stable
will also necessitate asset sales or other steps to improve credit
protection measures, given S&P's expectation that the company will
require an aggressive spending program to increase its proportion
of liquids production.


XECHEM INTERNATIONAL: "Swift" Action v. Pandey et al. Dismissed
---------------------------------------------------------------
New Jersey District Judge Jose L. Linares dismissed, in its
entirety with prejudice, the second amended complaint in the case
captioned, ROBERT SWIFT, Plaintiff, v. RAMESH PANDEY, et al.,
Defendants, Civil Action No. 13-649 (JLL) (D.N.J.).

The Second Amended Complaint was filed on Dec. 13, 2013.  Mr.
Swift, a Colorado resident, purchased all right, title and
interest in and to any and all assets of Xechem International,
Inc. and Xechem, Inc. at a Chapter 7 auction in Bankruptcy Court
on Aug. 24, 2011.  He is also a former member of Xechem's board of
directors and a substantial investor in Xechem.  Among those
assets of Xechem allegedly purchased by Plaintiff were "any causes
of action against Ramesh Pandey and members of his family, if any"
and "any causes of action related to the actions or failure to act
by the directors and officers of [Xechem]. . . and any related
insurance claims."

Ramesh Pandey, a New Jersey resident, was the Founder, Chief
Executive Officer, President, Treasurer, Channian and Director of
Xechem from 1994 until July 2007.  Defendant Bhuwan Pandey was
Vice President of International Operations for Xechem from 2002
until May 2007.  Defendant Abhilasha Pandey was the Sarbanes-Oxley
Compliance Manager for Xechem from June 2006 through July 2007.

On May 29, 2007, at a meeting of the company's Board of Directors,
the Board discovered that Ramesh had spent nearly $4.3 million of
the $7.1 million convertible bond offering that Plaintiff Swift
had helped the company raise in April 2007.  Pursuant to the
convertible bond offering agreement, the $7.1 million could not be
used to pay past debts; the Second Amended Complaint alleges that
Ramesh knew this.  It is further alleged that Ramesh used part of
the $4.3 million to build himself a new office.  Upon discovery of
same, the Board withdrew Ramesh's authority to sign checks for
more than $5,000 without prior Board approval.  At the May 29,
2007 board meeting, Ramesh was expressly advised that he could not
write any check for more than $5,000 without a Board member's
approval, that he was to obtain new signature cards, and that
until the new signature cards were filed, he could write checks
only for noimal payroll, rent and other recurring expenses.

Despite the Board's directive, Ramesh continued writing checks --
for more than $5,000, and without a Board member's approval -- to
friends and family, some of whom are included as co-defendants in
this action, totaling $605,639.87.  The majority of these checks
(totaling approximately $405,602.16) were written within one-to-
two days of the May 29th meeting.  Not all of these checks were in
payment of legitimate Xechem business expenses.

Ramesh was subsequently removed as Chief Executive Officer,
President and Treasurer of Xechem by the Board of Directors on
July 5, 2007.  On Nov. 10, 2008, Xechem filed for Chapter 11
protection.

The Second Amended Complaint asserts 10 causes of action that fall
into the following four categories: (1) breach of fiduciary duty
as against Ramesh, Bhuwan and Abhilasha, (2) ultra vires as
against Ramesh, (3) breach of duty of loyalty as against Ramesh,
Bhuwan and Abhilasha, and (4) unjust enrichment as against Ramesh,
Bhuwan and Abhilasha.

The Pandey Defendants moved to dismiss all claims asserted in the
Second Amended Complaint pursuant to Federal Rule of Civil
Procedure 12(b)(6).

A copy of the Court's April 7 Opinion is available at
http://is.gd/kzi5nbfrom Leagle.com.

Robert Swift, Plaintiff, Pro Se.

The Pandey Defendants are represented by:

     Thomas Vecchio, Esq.
     CONNELL FOLEY LLP
     Liberty View Building
     457 Haddonfield Road, Suite 230
     Cherry Hill NJ 08002
     Tel: 856-317-7100
     Fax: 856-317-7117
     E-mail: tvecchio@connellfoley.com

Headquartered in New Brunswick, New Jersey, Xechem International,
Inc. (PINKSHEETS: XKEM) is a holding company that owns all of the
capital stock of Xechem, Inc., a development stage
biopharmaceutical company engaged in the research and technology
development of generic and drugs from natural sources.  Research
and development efforts focus principally on antifungal,
anticancer, antiviral (including anti-AIDS) and anti-inflammatory
compounds, well as anti-aging and memory enhancing compounds.
Xechem is also focusing on phytopharmaceuticals and other
technologies for orphan diseases.

Xechem Inc. and XECHEM International, Inc. --
http://www.xechem.com/--sought chapter 11 protection (Bankr. N.D.
Ill. Case Nos. 08-30512 and 08-30513) on Nov. 9, 2008.  The
debtors are represented by Deborah W. Fallis, Esq., at Heller,
Draper, Hayden, Patrick LLC in New Orleans, La.  At the time of
the filing, the debtors estimated their assets and debts in the
$10 million to $50 million range.


YOSHI'S SAN FRANCISCO: Hires McNutt Law as Bankruptcy Counsel
-------------------------------------------------------------
Yoshi's San Francisco, LLC sought and obtained authorization from
the U.S. Bankruptcy Court for the Northern District of California
to employ McNutt Law Group LLP as bankruptcy counsel.

Yoshi's believes that it is in the best interest of both Yoshi's
and its creditors for the Debtor to retain McNutt Law to advise
and assist it in connection with all proceedings in this case and
related to any restructuring or reorganization of its debt.
Yoshi's requires the assistance of bankruptcy counsel with respect
to matters including:

   (a) debtor's obligations and rights pursuant to the Bankruptcy
       Code respecting its operation as a debtor-in-possession;

   (b) the requirements of the Office of the U.S. Trustee
       respecting operating matters and the filing of reports;

   (c) the administration of claims, including the evaluation of
       timely filed proofs of claim;

   (d) the treatment of executory contracts, including the
       assumption or rejection of the Debtor's lease;

   (e) the treatment of its lenders, including the City and
       County of San Francisco, Steven Mayer, California Bank &
       Trust, Yoshi's Japanese Restaurant Inc. (aka "Yoshi's
       Oakland"), and the Small Business Administration;

   (f) mediation or other restructuring options, including the
       pending proposal regarding a possible purchase of the
       business by an entity managed by the current landlord;

   (g) the formulation and prosecution of a plan of
       reorganization; and

   (h) provide the Debtor with general counsel and representation
       in the course of this bankruptcy proceeding.

McNutt Law will be paid at these hourly rates:

       Attorneys                     $300-$550
       Paralegals & Law Clerks       $100-$160

McNutt Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Scott H. McNutt, founder and principal of McNutt Law, 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.

McNutt Law can be reached at:

       SCOTT H. MCNUTT, Esq.
       MCNUTT LAW GROUP LLP
       188 The Embarcadero, Ste. 800
       San Francisco, CA 94105
       Tel: (415) 995-8475
       Fax: (415) 995-8487
       E-mail: smcnutt@ml-sf.com

                   About Yoshi's San Francisco

An involuntary Chapter 11 bankruptcy petition (Bankr. N.D. Calif.
Case No. 12-49432) was filed on Nov. 28, 2012, against Yoshi's San
Francisco, aka Yoshi's San Francisco LLC, an upscale nightclub,
music venue, and Japanese restaurant located in Oakland.  The
alleged creditors are Yoshi's Japanese Restaurant, allegedly owed
$1.28 million; Apex Refrigeration Corp., owed $504; and East Bay
Restaurant Supply Inc., owed $2,707.

Judge Roger L. Efremsky oversees the case, taking over from Judge
M. Elaine Hammond.  Scott H. McNutt, Esq., and Shane J. Moses,
Esq., at McNutt Law Group, represent the Debtor as counsel.  YSF
opened its doors in December 2007.  The project was part of a
partnership involving the City and County of San Francisco and a
real estate developer, Fillmore Development Commercial, LLC.  YSF
is a California limited liability company with two members, both
of which are corporate entities.  The majority member is Yoshi's
Fillmore, LLC, of which Yoshi's Japanese Restaurant in Oakland is
the principal member and manager.  The minority member is Fillmore
Jazz Club, LLC, a group of investors managed by Michael Johnson,
who also manages the developer, FDC.

There is a provision in the YSF operating agreement that requires
unanimous agreement to take certain actions that have a permanent
effect on the company such as the filing of a voluntary Chapter 11
restructuring.  This predictably led to acrimony and gridlock, and
prevented YSF management from taking what it believed were the
those actions necessary in the face of the company's continued
financial situation.

On Oct. 29, 2012, FDC filed a lawsuit in state court seeking
appointment of a receiver to take over control of YSF.  YSF
recognized that this would be ultimately unproductive, because
it would be highly disruptive and potentially lead to loss of the
Yoshi's name, as well as the manager who has been the driving
force behind Yoshi's for 40 years.

YSF determined that the only option to allow the continued
operation of Yoshi's and protect the interests of all creditors
was for creditors of Yoshi's to file an involuntary bankruptcy
petition against YSF.

Fillmore is represented by Sara L. Chenetz, Esq., at Blank Rome
LLP.


YOSHI'S SAN FRANCISCO: Hires GCE Group as Consultant and CRO
------------------------------------------------------------
Yoshi's San Francisco, LLC seeks permission from the Hon. Roger L.
Efremsky of the U.S. Bankruptcy Court for the Northern District of
California to employ GCE Group LLC as management and restructuring
consultant, and chief restructuring officer, effective Feb. 26,
2014.

The Debtor has employed the Firm as its management and
restructuring consultant in connection with the commencement and
prosecution of its Chapter 11 case.  As part of that engagement,
the Firm's principal, Paul Kahn, will act as the Debtor's Chief
Restructuring Officer.

The Debtor requires GCE Group to:

   (a) assist in analyzing the Debtor's restructuring options and
       advise with regard to such options;

   (b) analyze, assess, and monitor the Debtor's short-term cash
       flow, liquidity, and operating results;

   (c) analyze and assist in the preparation of the cash flow
       projections, in cooperation with the Debtor's accountants;

   (d) advise the Debtor with regards to the use of cash
       collateral;

   (e) analyze the Debtor's operations, advise the Debtor, and
       work with the Debtor's management team regarding options
       for improving cash flow and profitability;

   (f) in the event it is required, analyze any potential debtor-
       in-possession financing or other financing options;

   (g) analyze and advise the Debtor with regards to the
       rejection of executory contracts and leasehold
       dispositions;

   (h) negotiate with creditors and landlords as directed by the
       Debtor;

   (i) analyze options regarding alternate locations and the
       viability of relocating the Debtor's business;

   (j) analyze and assess any bids related to the potential sale
       of assets;

   (k) assist with financial projections and analysis in
       connection with preparation of any plan of reorganization
       in Debtor's bankruptcy case;

   (l) analyze and assess financial reasonableness and
       feasibility of any plan of reorganization proposed in
       the Debtor's bankruptcy case;

   (m) attend meetings with the Debtor, potential investors,
       lenders, the U.S. Trustee, and any other parties-in-
       interest as requested;

   (n) research, introduce, and analyze potential capital sources
       to recapitalize the Debtor and to acquire assets of the
       Debtor and its obligations; and

   (o) render other services as may be requested by the Debtor or
       its counsel.

GCE Group will be paid at these hourly rates:

       Paul Kahn                $125
       Robert Janes             $125

GCE Group will also be reimbursed for reasonable out-of-pocket
expenses incurred.

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

                   About Yoshi's San Francisco

An involuntary Chapter 11 bankruptcy petition (Bankr. N.D. Calif.
Case No. 12-49432) was filed on Nov. 28, 2012, against Yoshi's San
Francisco, aka Yoshi's San Francisco LLC, an upscale nightclub,
music venue, and Japanese restaurant located in Oakland.  The
alleged creditors are Yoshi's Japanese Restaurant, allegedly owed
$1.28 million; Apex Refrigeration Corp., owed $504; and East Bay
Restaurant Supply Inc., owed $2,707.

Judge Roger L. Efremsky oversees the case, taking over from Judge
M. Elaine Hammond.  Scott H. McNutt, Esq., and Shane J. Moses,
Esq., at McNutt Law Group, represent the Debtor as counsel.  YSF
opened its doors in December 2007.  The project was part of a
partnership involving the City and County of San Francisco and a
real estate developer, Fillmore Development Commercial, LLC.  YSF
is a California limited liability company with two members, both
of which are corporate entities.  The majority member is Yoshi's
Fillmore, LLC, of which Yoshi's Japanese Restaurant in Oakland is
the principal member and manager.  The minority member is Fillmore
Jazz Club, LLC, a group of investors managed by Michael Johnson,
who also manages the developer, FDC.

There is a provision in the YSF operating agreement that requires
unanimous agreement to take certain actions that have a permanent
effect on the company such as the filing of a voluntary Chapter 11
restructuring.  This predictably led to acrimony and gridlock, and
prevented YSF management from taking what it believed were the
those actions necessary in the face of the company's continued
financial situation.

On Oct. 29, 2012, FDC filed a lawsuit in state court seeking
appointment of a receiver to take over control of YSF.  YSF
recognized that this would be ultimately unproductive, because
it would be highly disruptive and potentially lead to loss of the
Yoshi's name, as well as the manager who has been the driving
force behind Yoshi's for 40 years.

YSF determined that the only option to allow the continued
operation of Yoshi's and protect the interests of all creditors
was for creditors of Yoshi's to file an involuntary bankruptcy
petition against YSF.

Fillmore is represented by Sara L. Chenetz, Esq., at Blank Rome
LLP.


YSC INC: U.S. Court Approves Sam Lee as Broker
----------------------------------------------
YSC Inc. sought and obtained permission from the Hon. Marc L.
Barreca of the U.S. Bankruptcy Court for the Western District of
Washington at Seattle to employ Sam Lee as broker.

The Debtor requires the services of a broker to assist in the
selling of its personal property located at the Comfort Inn in
Federal Way, Washington.

As set forth on the attached purchase and sale agreement, the
total real estate commission from the sale of the Comfort Inn
property will be 2% of the gross purchase price, which is $7.5
million.  The buyer's agent, Jessie Cheema, will receive a 1.75%
commission, and Sam Lee will receive 0.25%, or $18,750.

Mr. Lee 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.

Broker can be reached at:

       Sam Lee
       STERLING, JOHNSTON & ASSOCIATES
       16398 NE 85th Street, Suite 200
       Redmond, WA 98052
       Tel: (425) 285-1324
       Fax: (888) 320-8828

                         About YSC Inc.

YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a
Ramada Inn in Olympia, Washington, filed a petition for Chapter 11
protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013,
in Seattle.

The owner listed the hotels as worth $17.9 million.  Total debt is
$18.5 million, including $18 million in secured debt.  Among
mortgage holders, Whidbey Island Bank is owed $13.3 million.

Bankruptcy Judge Marc L. Barreca presides over the case.  Wells
and Jarvis, P.S., serves as YSC's counsel.

Scott Hutchison, Esq., represents Whidbey Island Bank.

YSC's principals Sang Kil Yim and Chan Sook Yim filed for personal
Chapter 11 bankruptcy (Case No. 14-10897).


ZOOM TELEPHONICS: Marcum Raises Going Concern Doubt
---------------------------------------------------
Zoom Telephonics, Inc., filed with the U.S. Securities and
Exchange Commission on March 31, 2014, its annual report on Form
10-K for the year ended Dec. 31, 2013.

Marcum LLP expressed substantial doubt about the Company's ability
to continue as a going concern, citing that the Company has had
recurring net losses and continues to experience negative cash
flows from operations.

The Company reported a net loss of $1.06 million on $11.24 million
of net sales in 2013, compared with a net loss of $0.73 million on
$14.69 million of net sales in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $5.12 million
in total assets, $2.22 million in total liabilities, and
stockholders' equity of $2.9 million.

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

                      http://is.gd/0puDa9

Boston, Massachusetts-based Zoom Telephonics, Inc., designs,
produces, markets, sells, and supports broadband and dial-up
modems, Wi-Fi(R) and Bluetooth(R) wireless products, and other
communication-related products.

Marcum LLP, in Boston, Massachusetts, expressed substantial doubt
about Zoom Telephonics' ability to continue as a going concern,
citing the Company's recurring net losses and negative cash flows
from operations.

The Company reported a net loss of $870,054 on $12.7 million of
net sales in 2012, compared with a net loss of $732,342 on
$14.7 million of net sales in 2011.


* MRC Sells Multifamily Property in Manhattan for $24.25 Million
----------------------------------------------------------------
Madison Realty Capital (MRC), an institutionally backed real
estate private equity firm and asset manager focused on real
estate equity and debt investments in the middle markets,
announced the sale of a four-building multifamily property,
located on West 111th Street in northern Manhattan, for $24.25
million to Acuity Capital Partners.

Josh Zegen, Co-Founder and Managing Member of MRC, made the
announcement.

Madison initially purchased distressed loans on the four adjacent
buildings, located at 136, 140, 144, 148 West 111th street
respectively, for $11.75 million in May 2011.  After navigating
through the bankruptcy and the foreclosure process, MRC acquired
the property title at auction in July 2011.  The company then
executed an aggressive renovation and repositioning plan to
upgrade and modernize the property overall, which included a
complete renovation of 20 apartment units.  Overall, the four
buildings represent a total of 55,000 square-feet with 65
apartment units.

"This transaction is a perfect example of how Madison utilizes its
industry-leading vertically integrated platform to maximize
property value during ownership," said Mr. Zegen.  "After
purchasing the debt and acquiring the title at auction for these
four buildings, we were able to reposition and transform the
entire property in less than three years through our comprehensive
asset management capabilities.  The end result is a significant
return on investment with the successful disposition of this
multifamily asset."

Aaron Jungreiss of Rosewood Realty Group represented both the
buyer and seller in this transaction.

                 About Madison Realty Capital (MRC)

Madison Realty Capital (MRC) is an institutionally backed real
estate private equity firm focused on real estate equity and debt
investments in the middle markets throughout the United States.
Founded in 2004, MRC has invested in over $2.0 billion of
transactions in the multifamily, retail, office and industrial
sectors.  MRC's vertically integrated platform encompasses
origination, servicing, asset management, property management and
construction management expertise to maximize the value of its
investments.


* Big Car Makers in Race to Recall
----------------------------------
Neal E. Boudette and Hiroyuki Kachi, writing for The Wall Street
Journal, reported that major car makers are accelerating recalls
and directing dealers to stop sales of vehicles with potentially
dangerous defects amid an aggressive safety clampdown by auto
regulators and others in the U.S., Japan and China.

The latest move: Toyota Motor Corp. on April 9 issued a massive
recall of nearly 6.4 million vehicles world-wide, the report said.
The action covers five separate problems and 27 different models
including such globally popular cars as the Corolla, Yaris and
Matrix compacts, and RAV4 and Highlander sport-utility vehicles.

All told, BMW AG, Fiat Chrysler Automobiles, Ford Motor Co.,
General Motors Co., Toyota and Volkswagen AG have recalled nearly
15 million vehicles since the start of the year, the report noted.
Industry experts say a landscape that once allowed auto makers to
negotiate terms with regulators has been transformed because of
the potential for huge fines and criminal prosecution now hanging
over executives.

Last month, Toyota agreed to pay the U.S. a $1.2 billion penalty
to settle a criminal probe by the Justice Department, the report
said.  The company was charged with misleading consumers and
failing to report defects that could cause some Toyota and Lexus
models to accelerate suddenly and were linked to a series of fatal
crashes.

Allan J. Kam, a consultant who served 25 years as an enforcement
attorney at the National Highway Traffic Safety Administration,
said the settlement "certainly got the attention" of other auto
makers, the report related.  "They're thinking, 'There but for the
grace of God go I,'" he said.


* BOOK REVIEW: From Industry to Alchemy: Burgmaster, A Machine
               Tool Company
--------------------------------------------------------------
Author:     Max Holland
Publisher:  Beard Books
Softcover:  335 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at
http://amazon.com/exec/obidos/ASIN/158798153X/internetbankrupt

"From Industry to Alchemy" tells the story of people caught in
the middle of global competition, the institutional restraints
within which smaller companies had to operate after the Second
World War, the rise of Japanese industry, and the conglomeration
frenzy of the 1980s. The author's goal in writing this book was
to chronicle the decline in American manufacturing through the
story of that company.

Burgmaster was the culmination of the dream of a Czechoslovakian
immigrant, Fred Burg, who described himself as a "born
machinist." After coming to America in 1911, he learned the
tool-and- die trade, becoming so adept that he "could not only
drill the hole, but also make the drill." A life-long inventor,
he designed an electric automatic transmission that was turned
down by GM's Charles Kettering; GM came out with a hydraulic
version six years later. Forced by finances to work in
retailing, after World War II he retired, moved to California
and set up a machine-tool shop with his son and son-in-law to
manufacture the turret drill, his own design. With the help of
the Korean War, and a previous shortage of machine tools,
business took off. It was a hands-on operation from the start
and remained that way. Burg once fired an engineer who didn't
want to handle a machine part because his hands would get dirty.
Management spent time on the shop floor, listening to employee
ideas. Burg lived and breathed research and development,
constantly fiddling to devise new machines and make old ones
better. Between 1955 and 1962, sales grew 13-fold and employees
from 62 to 272. Burg Tool was featured on Richland Oil Company's
broadcast Success Stories.

By 1965, however, Fred Burg was getting old and the three
partners knew that Burgmaster needed to fund another expensive,
risky expansion to fill back orders or lose market share.
Although companies had made offers before, Houdaille, a company
named for the Frenchman who invented recoilless artillery during
World War I, seemed a good match. The two had similar origins,
it seemed.  Houdaille had begun an ambitious acquisition
program, and saw Burgmaster fitting into an unfilled niche. With
a merger, new capacity would be financed, and "Burgmaster would
continue to operate under present management, personnel and
policies but as a Houdaille division."

What comes next is management by numbers rather than hands-on
decisionmaking; alienation of skilled blue-collar workers;
pushing aside of management; squelching of innovation; foreign
and domestic competition; bitter trade disputes; leveraged
buyouts; the politics of U.S. trade policy; Japan-bashing; and
the inevitable liquidation of Burgmaster and loss of livelihood
of more than 400 employees.

This book was originally titled When the Machine Stopped: A
Cautionary Tale from Industrial America," published in 1989. It
was named by Business Week as one of the ten best business books
of 1989. The Chicago Tribune said that "anyone who wants to
understand American business must read When the Machine
Stopped.Holland has written the best business book in years."

The author explains trade regulations, the machine-tool
industry, and detailed corporate buyouts with equal clarity.
This down-to-earth book provides valuable insight into the
changes within an industry. It combines fascinating, creative
characters; number crunchers; growing corporate disdain for
manufacturing; and tangible consequences of Washington and Wall
Street gone crazy.

Max Hollandis a writer and research fellow at the Miller Center
of Public Affairs at the University of Virginia. His father
worked for 29 years as a tool-and-die maker, union steward, and
machine shop foreman for Burgmaster.


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***