TCR_Public/140425.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 25, 2014, Vol. 18, No. 113

                            Headlines

4LICENSING CORP: Cash Woes Due to Bankruptcy Costs
ACCESS PHARMACEUTICALS: Swings to $1.5-Mil. Net Income in 2013
ADVANCED MICRO DEVICES: Incurs $20 Million Loss in First Quarter
AFFIRMATIVE INSURANCE: Eric Rahe Elected to Board of Directors
ALION SCIENCE: Amends Form S-1 Prospectus

ALLIED INDUSTRIES: Wants Cash Collateral Use Extended to July 31
AMERICAN APPAREL: Regains Compliance with NYSE Listing Rule
AMERICAN BIO MEDICA: Liggett Vogt Again Raises Going Concern Doubt
AMERICAN ROCK: S&P Affirms 'B-' CCR & Rates $350MM Loan 'B'
ANDALAY SOLAR: Board Appoints Steven Chan as CEO

ANTERO RESOURCES: Moody's Rates New $500MM Unsecured Notes 'B1'
ANTERO RESOURCES: S&P Rates $500M Sr. Unsecured Notes 'BB-'
API TECHNOLOGIES: Redeems All Series A Stock for $27.6 Million
API TECHNOLOGIES: Douglas Topkis Ceased to Own 5% Equity Stake
ASHLEY STEWART: Court Approves Sale of Assets to Clearlake Unit

BANK OF THE CAROLINAS: Incurs $1.4 Million Net Loss in 2013
BAY AREA FINC'L: Objects to Lombardo & Safford as Special Counsel
BAY CLUB: Gets Final OK to Access CDO's Cash Collateral
BIOFUEL ENERGY: Incurs $45.6 Million Net Loss in 2013
BIOLIFE SOLUTIONS: Walter Villger Stake at 36.9% as of March 25

BOREAL WATER: To File 2013 Form 10-K in May
BROWN MEDICAL: Carr Riggs Okayed as Ch. 11 Trustee's Accountants
BROWN MEDICAL: Ch.11 Trustee Has Stipulation Over Byman CRO
BROWN MEDICAL: Ch.11 Trustee to Hire More Porter Hedges Staff
BUDD COMPANY: Epiq Approved as Noticing and Claims Agent

BUDD COMPANY: Files Schedules of Assets and Liabilities
BUDD COMPANY: May Pay Expenses of UAW's Advisors
BUDD COMPANY: U.S. Trustee to Appoint Retirees' Committee
BUILDING #19: May Amend Schedules and Statements
BUILDING #19: Seeks to Auction Off Remaining Inventory

C&K Market: Hires Cushman & Wakefield as Appraiser
CAESARS ENTERTAINMENT: Closes Offering of $675MM Senior Notes
CD STORES: Carol's Daughter Files for Chapter 11, to Close Stores
CD STORES: Voluntary Chapter 11 Case Summary
CLEAN DIESEL: BDO USA Raises Going Concern Doubt

COATES INTERNATIONAL: Narrows Net Loss to $2.75-Mil. in 2013
COMMUNICATION INTELLIGENCE: Had $8.1-Mil. Net Loss in 2013
COMPETITIVE TECHNOLOGIES: Reports $2.67 Million 2013 Net Loss
COPYTELE INC: Amends 2013 Form 10-K to Add Disclosure
ELWOOD ENERGY: S&P Affirms 'BB-' Rating on $402MM Secured Bonds

EMISPHERE TECHNOLOGIES: McGladrey Raises Going Concern Doubt
ERA GROUP: S&P Lowers Unsecured Debt Rating to 'B-'
FIRST SECURITY: To Issue 6.2 Million Common Shares Under Plan
FOUR OAKS: Inks Securities Purchase Agreement with Kenneth Lehman
FREDERICK'S OF HOLLYWOOD: Merger Closing Date Extended to June 15

FREDERICK'S OF HOLLYWOOD: FOHG Stake at 86.1% as of mid-April
FRESH & EASY: Files Ch. 11 Liquidating Plan
FRIENDSHIP DAIRIES: Opposes Agstar's Move to Reconsider Stay Order
FRIENDSHIP DAIRIES: Committee Opposes Staying the Confirmation Hrg
GENCO SHIPPING: Proposes June Confirmation of Prepack Plan

GENCO SHIPPING: Deal With Lenders Has $26.5-Mil. Termination Fee
GENERAL MOTORS: Confirms Investigations Under Way
GENERAL MOTORS: Profit Falls 82% Amid Recalls
GRAFTECH INTERNATIONAL: S&P Revises Outlook & Affirms 'BB+' CCR
GREAT PLAINS: US Trustee Objects to RBS Settlement Agreement

GREAT PLAINS: Reaches Stipulation With Wells Fargo
GREAT PLAINS: Fights 1st Source's Motion for Relief From Stay
GREAT PLAINS: US Trustee Blocks Cash Collateral Order Amendment
HEARTHSIDE GROUP: Moody's Keeps CFR Over Revised Capital Structure
HEMISPHERE MEDIA: S&P Affirms 'B' CCR; Outlook Stable

HORIZON LINES: New Subsidiaries Guarantee Outstanding Debt
HUCKABEE RENTALS: Case Summary & 8 Largest Unsecured Creditors
INDIGO-ENERGY INC: Incurs $1.6 Million Net Loss in 2012
INERGETICS INC: Had $4.19-Million Net Loss in 2013
INSITE VISION: Burr Pilger Mayer Has Going Concern Doubt

INSTITUTO MEDICO: Taps Monge Robertin as Restructuring Advisors
INSTITUTO MEDICO: UST Bid to Dismiss Case Deemed as Moot
INTERFACE SECURITY: Moody's Affirms B3 Corporate Family Rating
INVESTMENTS GP: Case Summary & 3 Largest Unsecured Creditors
INT'L ENVIRONMENTAL: 2nd Stipulation With EH National Bank OK'd

INTERNATIONAL TEXTILE: Incurs $10.9 Million Net Loss in 2013
ISC8 INC: Hires Griffin Partners as Restructuring Consultant
JAMES RIVER: BNP Paribas Stake at 5.8% as of Dec. 31
LARSEN ROAD: Seeks to Employ Leverson & Metz as Attorneys
LATTICE INC: Rosenberg Raises Going Concern Doubt

LDK SOLAR: Seeks Review of NYSE's Trading Suspension Decision
LEARNING CARE: S&P Affirms 'B' CCR & Rates $370MM Facility 'B'
LUZ ACADEMY TUCSON: Case Summary & 20 Top Unsecured Creditors
MASON COPPELL: Hires Munsch Hardt as Attorneys
MASON COPPELL: Affiliate Taps Wick Phillips as Counsel

MERRIMAN HOLDINGS: Marcum LLP Raises Going Concern Doubt
MOBILE MINI: Moody's Affirms B1 CFR & B2 Senior Unsecured Rating
MOMENTIVE PERFORMANCE: Final DIP Hearing on May 15
MOMENTIVE PERFORMANCE: 7-Member Panel Named, Hires Klee Tuchin
MOMENTIVE PERFORMANCE: Files First Amendment to Plan Support Deal

MOMENTIVE PERFORMANCE: Has Interim OK to Pay Trade Creditors
MT. GOX: Tokyo Court Orders Commencement of Liquidation
NETWORK CN: Widens Loss to $3.89-Mil. in 2013
NEWLEAD HOLDINGS: MGP Asks 5.8 Million Add'l Settlement Shares
NEW FARMERS BUILDING: Voluntary Chapter 11 Case Summary

ON ASSIGNMENT: S&P Raises CCR to 'BB' on Reduced Debt Leverage
OVERSEAS SHIPHOLDING: Recanati et al. Disclose Equity Stake
PEM THISTLE: Court Dismisses Case, Debtor Seeks Reconsideration
PETRON ENERGY: Amends 300 Million Shares Prospectus
PILOT TRAVEL: S&P Revises Outlook to Stable & Affirms 'BB' CCR

POCMONT PROPERTIES: Files Ch.11, In Talks to Sell Bushkill Inn
POLEY PAVING: Case Summary & 20 Largest Unsecured Creditors
POLY PLANT PROJECT: Employs Donahoe & Young as Attorneys
POSITRON CORP: Sassetti LLC Again Raises Going Concern Doubt
PRESSURE BIOSCIENCES: Marcum Again Raises Going Concern Doubt

PRIME TIME INT'L: Taps Schian Walker as Conflicts Counsel
QUANTASON LLC: 3-D Ultrasound Developer Files for Quick Sale
QUANTASON LLC: Case Summary & 6 Unsecured Creditors
QUANTUM CORP: Director Michael Brown Won't Seek for Re-Election
RIVIERA HOLDINGS: Incurs $26.7-Mil. Net Loss in 2013

ROCKET SOFTWARE: Moody's Affirms B2 CFR & Changes Outlook to Neg.
SABRE HOLDINGS: S&P Raises Corp. Credit Rating to 'B+'
SAGITTARIUS RESTAURANTS: S&P Retains 'B' CCR Over Upsized Loan
SEGA BIOFUELS: Deere Wants Court to Rescind Stay Relief Order
SEVEN SISTERS: Voluntary Chapter 11 Case Summary

SHA-WASHINGTON: Involuntary Chapter 11 Case Summary
SIFCO S.A.: Brazilian Auto-Parts Maker Files Ch. 15 in New York
SIFCO S.A.: Chapter 15 Case Summary
SIGMA LABS: Pritchett Siler Raises Going Concern Doubt
SOCKET MOBILE: Had $620K Net Loss in 2013

SPECIALTY HOSPITAL: Hit with Involuntary Ch. 11
SPIRE CORP: McGladrey LLP Again Raises Going Concern Doubt
STATER BROS: Moody's Affirms 'B2' Corporate Family Rating
STATER BROS: S&P Affirms 'B+' CCR & Revises Outlook to Stable
TCH-2 HOLDINGS: S&P Assigns 'B-' CCR on Private Equity Acquisition

TNI BIOTECH: Turner Stone Expresses Going Concern Doubt
TRISTAR WELLNESS: Incurs $12.6 Million Net Loss in 2013
UNITED AMERICAN: Files Form 10-KT, Reports $537K Income in 2013
USG CORP: Further Amends 2010 Credit Agreement with JPMorgan
USMART MOBILE: Incurs $13.8 Million Net Loss in 2013

VALHALLA PROPERTY: Voluntary Chapter 11 Case Summary
VERTELLUS SPECIALTIES: Moody's Changes Caa1 Outlook to Positive
VIGGLE INC: Amends 2.1 Million Shares Prospectus
VUZIX CORP: Delays 2013 Annual Report with SEC
WATERFORD GAMING: S&P Lowers ICR to 'CC' on Potential Default

WESTMORELAND COAL: Jeffrey Gendell Stake at 10.4% as of March 18
WPCS INTERNATIONAL: Chief Financial Officer J. Heater to Quit
WPCS INTERNATIONAL: Script of Earnings Call Available
YOU ON DEMAND: UHY LLP Expresses Going Concern Doubt
ZALE CORP: Meeting to Consider Proposed Acquisition Set on May 29

ZOGENIX INC: James Breitmeyer Appointed as Director

* Bankruptcy Filings Down 11% for March 2014

* BOOK REVIEW: A Legal History of Money in the United States,
               1774-1970


                             *********


4LICENSING CORP: Cash Woes Due to Bankruptcy Costs
--------------------------------------------------
4Licensing Corporation had a net loss of $3.16 million on
$1.21 million of revenues in 2013, according to the Company's Form
10-K filing with the U.S. Securities and Exchange Commission.

4Licensing had net income of $9.54 million on $3.32 million of
total net revenues for the year ended Dec. 31, 2012, following a
net loss of $17.08 million on $8.07 million of total net revenues
in 2011.

EisnerAmper 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, does not generate
significant revenues and at Dec. 31, 2013, had a negative working
capital.  The Company emerged from Chapter 11 bankruptcy
proceedings on Dec. 21, 2012, and the costs of the bankruptcy
proceedings and settlements of the bankruptcy claims have left the
Company with only limited liquidity to funds its day-to-day
operations.

The Company's balance sheet at Dec. 31, 2013, showed $3.57 million
in total assets, $2.76 million in total liabilities, and
stockholders' equity of $0.8 million.

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

                        http://is.gd/mPFeWH

                     About 4Licensing Corporation

4Licensing Corporation, formerly 4Kids Entertainment, Inc., is a
licensing company specializing in the youth oriented market.
Through its subsidiaries, 4LC licenses merchandising rights to
popular children's television series, properties and product
concepts, builds up brands through licensing, develops ideas and
concepts for licensing and plans to forge new license
relationships in the sports licensing industry and develop private
label goods that will be sold to retail or directly to consumers.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  4Kids Entertainment
disclosed $78,397,971 in assets and $86,515,395 in liabilities as
of the Chapter 11 filing.

Kaye Scholer LLP served as the Debtors' restructuring counsel.
Hahn & Hessen LLP served as counsel to the Official Committee of
Unsecured Creditors.  The Japanese consortium, which included TV
Tokyo Corporation, were represented by Olshan Grundman Frome
Rosenzweig & Wolosky LLP,in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement was not
effectively terminated prior to the bankruptcy filing.  Following
the ruling, 4Kids entered into a settlement where it would receive
$8 million to end the dispute over the Yu-Gi-Oh! property.

In December 2012, U.S. Bankruptcy Judge Shelley C. Chapman
confirmed the Debtor's Chapter 11 plan.


ACCESS PHARMACEUTICALS: Swings to $1.5-Mil. Net Income in 2013
--------------------------------------------------------------
Access Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
net income allocable to common stockholders of $1.55 million on
$2.04 million of total revenues for the year ended Dec. 31, 2013,
as compared with a net loss allocable to common stockholders of
$12.53 million on $4.40 million of total revenues during the prior
year.

As of Dec. 31, 2013, the Company had $613,000 in total assets,
$15.39 million in total liabilities and a $14.77 million total
stockholders' deficit.

Whitley Penn LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company has had recurring losses from operations, negative cash
flows from operating activities and has an accumulated deficit.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

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

                       http://is.gd/xTML05

                   About Access Pharmaceuticals

Access Pharmaceuticals, Inc., develops pharmaceutical products
primarily based upon its nano-polymer chemistry technologies and
other drug delivery technologies.  The Company currently has one
approved product, one product candidate at Phase 3 of clinical
development, three product candidates in Phase 2 of clinical
development and other product candidates in pre-clinical
development.


ADVANCED MICRO DEVICES: Incurs $20 Million Loss in First Quarter
----------------------------------------------------------------
Advanced Micro Devices Inc. reported a net loss of $20 million on
$1.39 billion of net revenue for the quarter ended March 29, 2014,
as compared with a net loss of $146 million on $1.08 billion of
net revenue for the quarter ended March 30, 2013.

As of March 29, 2014, the Company had $4.10 billion in total
assets, $3.59 billion in total liabilities and $511 million in
total stockholders' equity.

"AMD continued our momentum by building on the solid foundation we
set in the second half of 2013, further transforming the company,"
said Rory Read, AMD president and CEO.  "Backed by our powerful
x86 processor cores and hands-down best graphics experiences, we
achieved 28 percent revenue growth from the year-ago quarter.  We
are well positioned to continue to grow profitably as we diversify
our business and enable our customers to drive change and win."

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

                         http://is.gd/l6Nyh4

                       Tender Offer Amendment

Advanced Micro filed an amendment to its tender offer statement on
Schedule TO originally filed with the U.S. Securities and Exchange
Commission on Feb. 20, 2014, as amended, in connection with its
offer to purchase for cash, on the terms and subject to the
conditions set forth in the Offer to Purchase, dated Feb. 20,
2014, and related Letter of Transmittal, on a pro rata basis, up
to $425,000,000 aggregate principal amount of AMD's outstanding
6.00 percent Convertible Senior Notes due 2015.

The first paragraph of the section of the Offer to Purchase titled
"Trading Market for the Notes and Common Stock" is amended and
restated as follows:

   "There is no established public reporting or trading system for
    the Notes, and trading in the Notes has been limited.  On
    February 7, 2014, the Company repurchased in open market
    transactions $17 million in aggregate principal amount of the
    Notes for $18 million, at a purchase price of $1,049 for each
    $1,000 principal amount of Notes.  On February 11, 2014, the
    Company repurchased in open market transactions $47 million in
    aggregate principal amount of the Notes for $49 million, at a
    purchase price of $1,051 for each $1,000 principal amount of
    Notes."

The section titled "Purpose of the Offer" in the Offer to Purchase
is amended and supplemented by the following information:

   "We are making the Offer in order to acquire, on a pro rata
    basis, up to the Maximum Tender Amount of the outstanding
    Notes as part of an overall plan to extend the maturity of a
    portion of our outstanding debt by repurchasing the Notes in
    this Offer, as well as a portion of the 8.125% Notes in a
    concurrent tender offer, in each case using net proceeds we
    received from the New Notes Offering.

    We will deliver the Notes that we purchase in the Offer to the
    Trustee for cancellation, and those Notes will cease to be
    outstanding.  Any Notes that remain outstanding after the
    Offer will continue to be our obligations. Holders of those
    outstanding Notes will continue to have all the rights
    associated with those Notes.  We are not seeking the approval
    of Holders for any amendment to the Notes or the Indenture."

A copy of the Schedule TO, as amended, is available for free at:

                        http://is.gd/904xO6

                    About Advanced Micro Devices

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

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

                          *     *     *

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

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

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


AFFIRMATIVE INSURANCE: Eric Rahe Elected to Board of Directors
--------------------------------------------------------------
Affirmative Insurance Holdings, Inc.'s Board of Directors elected
Eric Rahe a director of the Company.  Mr. Rahe is a managing
mirector at J.C. Flowers & Co. LLC. J.C.  Flowers & Co. LLC is an
affiliate of New Affirmative, LLC, the Company's majority
shareholder.

From 2008 until 2014, Mr. Rahe was a managing director at Clayton,
Dubilier & Rice, where he established and led the firm's financial
services practice.  Previously, Mr. Rahe was a senior investment
professional at the hedge fund SAB Capital and a Partner at
Capital Z Partners, a financial services focused private equity
firm.  Mr. Rahe has served on the boards of Permanent General, a
non-standard auto insurance company, and Instant Insurance
Holdings, Inc., the former name of the Company.  Mr. Rahe holds an
A.B., magna cum laude, in Economics from Harvard College, and an
M.B.A. from Harvard Business School.

                   About Affirmative Insurance

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

Affirmative Insurance reported net income of $30.71 million in
2013 following a net loss of $51.91 million in 2012.
  As of
Dec. 31, 2013, the Company had $386.84 million in total
assets, $489.73 million in total liabilities and a $102.89 million
total stockholders' deficit.

KPMG LLP, in Dallas, Texas, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2013.  The independent auditors noted that the Company's
recent history of recurring losses from operations and its
probable failure to comply with certain financial covenants in the
senior secured and subordinated credit facilities in 2014 raise
substantial doubt about its ability to continue as a going
concern.


ALION SCIENCE: Amends Form S-1 Prospectus
-----------------------------------------
Alion Science and Technology Corporation filed with the U.S.
Securities and Exchange Commission an amended Form S-1
registration statement relating to:

   -- the offer to exchange all of its Outstanding $235,000,000
      10.25 percent senior notes due 2015 and the related
      guarantees for an aggregate of up to $235,000,000 of its
      Third-Lien Senior Secured Notes due 2019 and the Related
      Guarantees (together with up to 940,000 Warrants to Purchase
      up to 3,087,029 Shares of Common Stock) and up to
      $20,000,400 in Cash and the Solicitation of Consents; and

   -- Unit Offering of up to 9,454 Units consisting of an
      aggregate of up to $9,454,000 of its Third-Lien Senior
      Secured Notes due 2019 and the Related Guarantees (together
      with up to 37,816 Warrants to Purchase up to 141,274 Shares
      of Common Stock) available to holders of Old Notes.

The Company amended the Registration Statement to delay its
effective date.

The Exchange Offer and Consent Solicitation will expire at 9:00
a.m., New York City time, on [    ], 2014, unless extended by the
Company.  Holders who tender Old Notes at or prior to 5:00 p.m.,
New York City time, on [    ], 2014, unless extended by the
Company, will receive an Early Tender Payment. Tenders of Old
Notes may be withdrawn at or prior to 5:00 p.m., New York City
time, on [    ], 2014, unless extended by the Company, but not
thereafter.

The Unit Offering will expire on the Early Tender Date.  The
election to purchase Units in the Unit Offering cannot be revoked
except that a valid withdrawal of Old Notes in the Exchange Offer
will be deemed to have revoked any election to purchase Units in
the Unit Offering.

A copy of the Form S-1 prospectus, as amended, is available for
free at http://is.gd/mO5bCT

                         About Alion Science

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

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

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

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

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

                        Bankruptcy Warning

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

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

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

                           *     *     *

As reported by the TCR on March 10, 2014, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
McLean, Va.-based Alion Science and Technology Corp. to 'CC' from
'CCC+'.  "The ratings downgrade reflects a capital structure that
matures within 12 months, a currently 'weak' liquidity assessment,
which we revised from 'less than adequate', and our expectation
that we would classify an exchange offer or similar restructuring
undertaken by Alion as distressed," said Standard & Poor's credit
analyst Martha Toll-Reed.


ALLIED INDUSTRIES: Wants Cash Collateral Use Extended to July 31
----------------------------------------------------------------
Allied Industries, Inc., seeks authority from the Bankruptcy Court
to continue to use its cash collateral through July 31, 2014.

At present, the Debtor has permission to cash collateral access
through April 30, 2014.

The Debtor asserts that its hard work has paid off -- citing that
insurance sales are increasing, new contracts for Southern
California Gas Company are right on track, and the pipeline of new
commercial projects has already exceeded $1 million.  Revenue
growth in the three income streams, the Debtor avers, will
collectively generate the profit and cash flow necessary to fund a
plan of reorganization.

The Debtor believes it is in a position to seek authorization for
final use of cash collateral.  California United Bank likely
disagrees, as may many creditors, the Debtor says.  As a fair
compromise, the Debtor seeks an additional 90 days so that it can
improve its profitability to the Bank and make all creditors
comfortable with its reorganization.

                           Parties React

California United Bank and the Official Committee of Unsecured
Creditors filed separate court papers in relation to the Debtor's
request.

The Bank reports that all grounds for objection to the Debtor's
Motion have been successfully resolved through the negotiation of
terms acceptable to both Debtor and the Bank for a new cash
collateral order.

The Committee, on the other hand, says, "No amount of pie charts
or graphics can detract from the fact that the Debtor has been
cash flow negative for the past several months and is projected to
remain cash flow negative through May 2014."  On top of the
operating losses, the Committee continues, the Debtor continues to
incur significant unpaid administrative liabilities of at least
$600,000 to estate professionals plus potentially more to third
party vendors.

The Committee is concerned that unsecured creditors continue to be
prejudiced as administrative claims increase and incurring an
additional 90 days of administrative costs will not change the
fact that the Debtor, in all likelihood, will be unable to confirm
a plan of reorganization at the end of such time period.  Thus,
the Committee seeks denial of the Debtor's request.

The Court was scheduled to hear the Debtor's request at an April
24 hearing.

                     About Allied Industries

Allied Industries, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case. No. 13-11948) on March 21, 2013.  The petition was
signed by Ernesto Gutierrez as president and chief executive
officer.  The Debtor scheduled assets of $13,086,216 and
scheduled liabilities of $7,457,365.

The Debtor has tapped Dheeraj K. Singhal, Esq., and Dixon L.
Gardner, Esq. at DCDM Law Group, P.C., as counsel, the Capital
Turnaround Group, Inc., as turnaround consultant, and Glenn M.
Gelman & Associates as accountants.  Desmond, Marcello & Amster is
business valuation appraiser to the Debtor and RLS, Inc., dba
Hjelmstrom & Associates, is its assets appraiser.

The Official Committee of Unsecured Creditors has retained
Pachulski Stang Ziehl & Jones LLP as counsel and CohnReznick LLP
as financial advisor.

California United Bank is the Debtor's secured creditor.  It is
represented by Russell H. Rapoport, Esq. and Alan M. Mirman, Esq.
of Mirman, Bubman & Nahmias, LLP, of Woodland Hills, California.


AMERICAN APPAREL: Regains Compliance with NYSE Listing Rule
-----------------------------------------------------------
American Apparel, Inc., received a letter from the NYSE MKT LLC
indicating that the Company has resolved the continued listing
deficiency previously identified by the Exchange.

The NYSE previously informed the Company it was not in compliance
with the continued listing standards of the Exchange set forth in
Section 1003(a)(iv) of the NYSE MKT LLC Company Guide.

                     About American Apparel

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

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

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

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

                           *     *     *

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

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


AMERICAN BIO MEDICA: Liggett Vogt Again Raises Going Concern Doubt
-----------------------------------------------------------------
American Bio Medica Corporation had a net loss of $0.79 million on
$8.89 million of revenues in 2013, compared with a net loss of
$1.11 million on $9.34 million of revenues in 2012, according to a
Form 10-K filed with the U.S. Securities and Exchange Commission.

Liggett Vogt & Webb P.A. expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has incurred recurring operating losses and will have to
obtain additional financing and or refinance certain debts
maturing in 2014.  Liggett Vogt also issued a going-concern
qualification last year, noting of the company's operating losses
and maturing debt.

The Company's balance sheet at Dec. 31, 2013, showed $4.97 million
in total assets, $3.63 million in total liabilities, and
stockholders' equity of $1.34 million.

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

                        http://is.gd/y2T2FM

Kinderhook, New York-based American Bio Medica Corporation
develops, manufactures and sells immunoassay tests, primarily for
the immediate, point of collection testing ("POCT") for drugs of
abuse ("DOA") in urine and oral fluids.  In addition to the
manufacture and sale of DOA testing products, the Company provides
bulk test strip contract manufacturing services for other POCT
companies.


AMERICAN ROCK: S&P Affirms 'B-' CCR & Rates $350MM Loan 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-'
corporate credit rating on U.S.-based American Rock Salt Co.  The
outlook is stable.

S&P also assigned its 'B' issue rating to the company's proposed
$350 million first-lien term loan with a recovery rating of '2',
indicating that lenders would receive a substantial (70%-90%)
recovery in the event of a payment default.

At the same time, S&P assigned its 'CCC' issue rating to the
company's proposed $120 million second-lien term loan with a '6'
recovery, indicating that lenders would receive a negligible 0%-
10% recovery in the event of a payment default.

"The stable rating outlook reflects our view that the company will
post good operating results in 2014 but still maintain a highly
leveraged financial profile.  We also assume that management will
maintain tax distributions at levels consistent with our
expectations with no material debt-financed dividends," said
Standard & Poor's credit analyst Funmi Afonja.  "Our stable
outlook also assumes weather patterns in line with historical
averages."

S&P would consider a negative rating action if, over the next 12
months, American Rock Salt's liquidity deteriorated due to weaker-
than-expected operating performance during a mild winter in its
service area.  Specifically, S&P could lower the rating if it
believed the company were likely to violate its covenants or if
its interest coverage ratio fell to less than 1x.

A positive rating action is unlikely in the near term based on
S&P's expectation that American Rock Salt will remain highly
leveraged for the next several years.  However, S&P could raise
the rating if it achieved a sustainable improvement in credit
measures, with leverage of less than 5x and FFO to debt more than
12%.  Any upgrade would likely be limited to one notch due to
S&P's assessment of the vulnerable business risk profile, which is
constrained by the company's limited diversity, seasonal demand,
and weather-related volatility.


ANDALAY SOLAR: Board Appoints Steven Chan as CEO
------------------------------------------------
Andalay Solar, Inc.'s Board of Directors has appointed Steven Chan
as CEO and president, effective April 22, 2014.  Mr. Chan will be
tasked with the full commercialization of the Andalay Solar
product offering and deepening its distribution globally in
addition to many initiatives the Board has presented him.  As a
solar industry veteran with years of experience at NRG Energy,
GCL-Poly Energy Holdings Limited and Suntech Power Holdings Co.,
Ltd, the Board believes this appointment to be a critical step in
the furtherance of the Andalay product line.

In connection with his appointment, Mr. Chan entered into an
employment agreement with the Company date April 14, 2014.
Pursuant to the Employment Agreement, Mr. Chan will be entitled to
an annual base salary of $250,000 and will be eligible for
discretionary performance bonus payments.

Mr. Chan commented, "I am very excited to be asked to lead Andalay
Solar as I believe its innovative core product positions it well
for the long term as it both meaningfully reduces installation
costs as well as streamlines and improves installation reliability
in ways that are superior to its peers.  My immediate focus will
be on accelerating the growth of Andalay's sales and related
channels as I have done in my prior roles within the solar
industry."

Mr. Mark Kalow, Chairman of the Board and head of the search
committee, commented, "After an extensive search covering many
candidates, it was clear that the next leader of Andalay Solar
should be Steven Chan as unanimously approved by the Board of
Directors.  We look forward to Steve's leadership of this Company,
now poised for accelerated future growth."

Prior to his appointment as CEO and president of Andalay Solar,
Mr. Chan, age 46, served as the vice president of NRG Energy
(NYSE: NRG) from May 2012 to November 2013 serving as head of
residential solar for its NRG Residential Solar Solutions
business.  Mr. Chan created the strategy and built a team and
operation to enable NRG to become a leader in residential solar
lease financing.  This included raising over $100 million of solar
lease funding, selling residential solar leases to NRG's retail
electric customers and creating a NRG-branded dealer program of
qualified installation partners to market to homeowners throughout
the US.  Mr. Chan served as EVP, Strategy and System Sales at GCL-
Poly Energy Holdings Limited (Hong Kong: 3800) from September 2011
to May 2012 where he helped to build out a system sales division
for GCL in North America including establishing and serving as a
board member at Sunora Energy Solutions, a joint venture with NRG
Energy to focus on utility and commercial solar installations.
From 2006 until 2011 he held various positions at Suntech Power
Holdings Co., Ltd. (OTC: STPFQ), which included serving as the
President of Suntech America and as Suntech's president of Global
Sales and Marketing, chief strategy officer and VP Business
Development.  At Suntech, Mr. Chan was instrumental to building
the US and European teams and sales channels that enabled Suntech
to achieve #1 global market share including selling over 20+
percent of all modules sold in North America in 2011 with 500MW
sold up exponentially from 25MW in 2007.

Prior to joining Suntech, Mr. Chan worked for five years at CDC
Corporation, a NASDAQ-listed, Greater China-based enterprise
software and online/mobile services company, most recently serving
as its Acting CEO and previously as its General Counsel and
Company Secretary.  Prior to that, Mr. Chan was a New York-
qualified corporate attorney with Morrison & Forester LLP and
Milbank, Tweed, Hadley & McCloy LLP.  Mr. Chan earned an AB degree
in political economy (high honors) from the University of
California at Berkeley and received a JD law degree from the
Boston College Law School.

Details of the Company's employment agreement with Mr. Chan were
provided in a Form 8-K on April 16, 2014, a copy of which is
available for free at http://is.gd/8vSInU

"The Board would like to thank Margaret Randazzo for presiding
over the past two years which have culminated in higher sales and
the financial restructuring of the Company which should ensure the
continued capitalization of the Company for the foreseeable
future.  Margaret will continue in her role as CFO until June 30th
of this year and will remain on the Board of Directors as
previously announced," the Company stated in a press release.

                        About Andalay Solar

Founded in 2001, Andalay Solar, Inc., formerly Westinghouse Solar,
Inc., is a provider of innovative solar power systems.  In 2007,
the Company pioneered the concept of integrating the racking,
wiring and grounding directly into the solar panel.  This
revolutionary solar panel, branded "Andalay", quickly won industry
acclaim.  In 2009, the Company again broke new ground with the
first integrated AC solar panel, reducing the number of components
for a rooftop solar installation by approximately 80 percent and
lowering labor costs by approximately 50 percent.  This AC panel,
which won the 2009 Popular Mechanics Breakthrough Award, has
become the industry's most widely installed AC solar panel.  A new
generation of products named "Instant Connect" was introduced in
2012 and is expected to achieve even greater market acceptance.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012, citing significant
operating losses and negative cash flow from operations that raise
substantial doubt about its ability to continue as a going
concern.

Westinghouse Solar disclosed a net loss of $8.62 million on
$5.22 million of net revenue in 2012, as compared with a net loss
of $4.63 million on $11.42 million of net revenue in 2011.

The Company's balance sheet at Sept. 30, 2013, showed
$3.34 million in total assets, $6.24 million in total liabilities,
$180,468 in series A convertible redeemable preferred stock,
$1.02 million in series D convertible preferred stock, and a
$4.11 million total stockholders' deficit.


ANTERO RESOURCES: Moody's Rates New $500MM Unsecured Notes 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Antero Resources
Corporation's proposed $500 million senior unsecured notes due
2022. Net proceeds from the notes offering will be used to redeem
its outstanding 7.25% senior notes due 2019 and to repay a portion
of the outstanding borrowings under its senior secured revolving
credit facility. The rating outlook is stable.

"Moody's views this proposed transaction as a straight refinancing
of more expensive debt, while extending the company's debt
maturity profile," stated Michael Somogyi, Moody's Vice President
-- Senior Analyst. "Balanced funding of high capital spending to
support its aggressive development program and midstream
infrastructure investments is crucial to support further credit
migration."

Issuer: Antero Resources Corporation

Assignment

  $500 million Senior Unsecured Debentures / Bonds due 2022,
  assigned B1 (LGD 4, 69%)

Ratings Rationale

The B1 rating on Antero's senior notes reflects both Antero's
overall probability of default, to which Moody's previously
assigned a PDR of Ba3-PD, and a loss given default of LGD 4 (69%).
Net proceeds from the new $500 million proposed notes offering
will be used to redeem Antero's $260 million 7.25% senior notes
due 2019 and to repay a portion of the outstanding borrowings
under its senior secured revolving credit facility. Antero also
has $525 million of senior notes due 2020 and $1.0 billion of
senior notes due 2021. The $2.025 billion of senior notes are
unsecured and are subordinated to the $2.0 billion senior secured
credit facility's, with current lender commitments of $1.5
billion, potential priority claim to the company's assets. The
size of the potential senior secured claims relative to the
unsecured notes outstanding results in the senior notes being
notched one rating below the Ba3 CFR under Moody's Loss Given
Default Methodology.

Antero's Ba3 CFR reflects its low leverage profile, visible
production growth, growing size of the company's proved reserve
base, and low cost structure driving improved capital efficiency
and cash flows. The rating is restrained by Antero's small ratio
of proved developed to total proved reserve base, concentrated
reserve base, natural gas weighted production profile and
continued reliance on external funding sources to finance its
development program and midstream infrastructure investments.

Antero has realized strong production growth driven by its
successful development efforts across its core Marcellus acreage
position. Average daily production in 2013 was 87,000 barrels of
oil equivalent (BOE), up sharply from around 40,000 BOE per day in
2012. Moody's believe this positive trend in production growth
will continue and are forecasting daily production volumes to
approach 150,000 BOE in 2014 and to exceed 220,000 BOE in 2015
further supported by additional contracted takeaway capacity
including Kinder Morgan Energy Partners, L.P.'s (Baa2 stable)
Tennessee Gas Pipeline Company (Baa1 stable) of approximately
100,000 BOE per day by 2015 and growing to over 130,000 BOE per
day by 2017.

Antero aims to grow organically through the accelerated
development of its core properties in the Marcellus and Utica
Shale plays. The company recently raised its 2014 capital budget
by $150 million to $2.75 billion, with $1.8 billion dedicated for
drilling and completion, $750 million for midstream infrastructure
and water handling investments and $200 million for leasehold
acreage acquisitions. This high level of capital spending will
continue to extend Antero's negative free cash flow operating
profile, requiring external financing until production gains are
realized. Antero's plan for an IPO of its midstream business as a
master limited partnership (MLP) could also provide for additional
funding options.

The SGL-3 Speculative Grade Liquidity Rating reflects adequate
liquidity. Pro forma for the new $500 million senior notes
offering, Antero will have access to about $1.4 billion under its
bank revolving credit facility, subject to a $1.5 billion lender
commitment amount. Moody's expect Antero to continue to outspend
internally generated cash flow by over $1.0 billion over the next
12-18 months and to remain reliant on its revolver to fund capital
expenditures. The revolving credit facility matures in May 2016.
It requires that Antero maintain a minimum current ratio of 1.0x
and a minimum interest coverage ratio of 2.5x. Moody's expect
Antero to remain well in compliance with these covenant ratios.

The stable outlook reflects Moody's expectation that while
Antero's debt balance increases, reserve additions and increased
production will keep pace with the increase in borrowings, keeping
the ratios of debt / proved developed reserves and debt /
production at around $20,000 - $22,000 per BOE and $8.00 - $10.00
per BOE, respectively, through mid-2015. An upgrade could be
considered if debt / average daily production is sustained below
$20,000 per BOE and debt / proved-developed reserves is sustained
below $8.00 per BOE. An upgrade would also be contingent on Antero
maintaining unleveraged cash margins greater than $25.00 per BOE
and retained cash flow to debt over 40% as it builds out
infrastructure needs to support production growth. A downgrade is
possible if debt / average daily production exceeds $27,000 per
BOE and debt / proved developed reserves exceeds $10.50 per BOE on
a sustained basis.

Antero Resources LLC is headquartered in Denver, Colorado and is
engaged in the exploration and production of oil, natural gas
liquids and natural gas.


ANTERO RESOURCES: S&P Rates $500M Sr. Unsecured Notes 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue-level rating (same as the corporate credit rating) and '4'
recovery rating to Denver, Colo.-based Antero Resources Corp.'s
proposed $500 million senior unsecured notes due 2022.  The '4'
recovery rating indicates S&P's expectation of average (30% to
50%) recovery in the event of default.

At the same time S&P revised the recovery rating on the company's
existing senior notes to '4' from '3'.  The issue rating on these
notes remains 'BB-'.

The company plans to use the proceeds from the proposed notes to
redeem its $260 million 7.25% senior notes due 2019 and to repay a
portion of its borrowings under its credit facility.

The ratings on Denver-based oil and gas exploration and production
company Antero Resources Corp. reflect S&P's assessment of the
company's "fair" business risk and "aggressive" financial risk.
The ratings incorporate the company's participation in the
competitive and highly cyclical oil and gas industry, its high
percentage of proved undeveloped (PUD) reserves, the significant
capital spending associated with the development of its proved
undeveloped reserve base, and its high concentration of low-priced
natural gas in its reserves and production.  The ratings on Antero
also incorporate its low cash operating costs and finding and
development costs; strong reserve replacement performance; solid
production growth; and the expectation that Antero will continue
to expand its reserve base, which totaled 7.6 trillion cubic feet
equivalent as of year-end 2013.

Ratings List

Antero Resources Corp.
Corporate Credit Rating              BB-/Positive/--

New Rating

Antero Resources Corp.
$500 mil sr unsecd nts due 2022       BB-
Recovery Rating                      4

Recovery Rating Revised
                                      TO            FROM

Antero Resources Corp.
Senior Notes                         BB-           BB-
  Recovery Rating                     4             3


API TECHNOLOGIES: Redeems All Series A Stock for $27.6 Million
--------------------------------------------------------------
API Technologies Corp. redeemed all of its Series A Preferred
Stock for $27.6 million.  Additionally, the Company amended its
credit agreement with Guggenheim Corporate Funding, LLC, as
administrative agent, to provide for an additional $55 million
term loan.  The proceeds of the incremental term loan were
primarily used to redeem the Series A Preferred Stock and to pay
off the Company's asset backed revolving loan facility.

Bel Lazar, president and chief executive officer of API
Technologies said: "This transaction results in an immediate
reduction in API's net liabilities and simplifies our capital
structure without incurring any dilution to our equity holders."

                       About API Technologies

API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications.  API
Technologies' customers include many leading Fortune 500
companies.  API Technologies trades on the NASDAQ under the symbol
ATNY.  For further information, please visit the Company Web site
at www.apitech.com.

For the nine months ended Aug. 31, 2013, the Company reported net
income of $15,000 on $185.16 million of net revenue.  For the 12
months ended Nov. 30, 2012, the Company reported a net loss of
$148.70 million, as compared with a net loss of $17.32 million
during the prior year.

As of Nov. 30, 2013, the Company had $304.57 million in total
assets, $147.14 million in total liabilities, $26.32 million in
redeemable preferred stock and $131.10 million in shareholders'
equity.

                           *     *     *

As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies Corp., including its
Caa1 Corporate Family Rating and negative outlook due to the
repayment of all rated debt.  On Feb. 6, 2013, API Technologies
Corp. completed a refinancing of its previously outstanding rated
bank debt.  All ratings of API have been withdrawn since the
company has no rated debt outstanding.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies Corp. to 'B-' from 'B'.

"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.


API TECHNOLOGIES: Douglas Topkis Ceased to Own 5% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, BET Funding LLC, Douglas Topkis and Bruce E.
Toll disclosed that as of March 21, 2014, they ceased to be the
beneficial owner of more than five percent of API Technologies
Corp.'s common stock.  Mr. Topkis reported beneficial ownership of
100,000 common shares or 0.18 percent equity stake as of March 21.
The reporting persons previously owned 4,433,333 common shares at
Feb. 1, 2013.  A copy of the amended regulatory filing is
available for free at http://is.gd/glUHhU

                        About API Technologies

API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications.  API
Technologies' customers include many leading Fortune 500
companies.  API Technologies trades on the NASDAQ under the symbol
ATNY.  For further information, please visit the Company Web site
at www.apitech.com.

For the nine months ended Aug. 31, 2013, the Company reported net
income of $15,000 on $185.16 million of net revenue.  For the 12
months ended Nov. 30, 2012, the Company reported a net loss of
$148.70 million, as compared with a net loss of $17.32 million
during the prior year.

As of Nov. 30, 2013, the Company had $304.57 million in total
assets, $147.14 million in total liabilities, $26.32 million in
redeemable preferred stock and $131.10 million in shareholders'
equity.

                           *     *     *

As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies Corp., including its
Caa1 Corporate Family Rating and negative outlook due to the
repayment of all rated debt.  On Feb. 6, 2013, API Technologies
Corp. completed a refinancing of its previously outstanding rated
bank debt.  All ratings of API have been withdrawn since the
company has no rated debt outstanding.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies Corp. to 'B-' from 'B'.

"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.


ASHLEY STEWART: Court Approves Sale of Assets to Clearlake Unit
---------------------------------------------------------------
Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey approved the asset purchase agreement
between Ashley Stewart Holdings, Inc., et al., and Butterfly
Acquisition Co. Inc., an affiliate of Clearlake Capital Group, LP.

Butterfly Acquisition will pay $18 million and assume certain
liabilities, including cure payments up to an aggregate amount not
to exceed $3 million.  Proceeds of the sale will be used to pay
off what the Debtors owe under their $17.5 million bankruptcy
loan.  A settlement with unsecured creditors and secured lenders
sets out a "waterfall" scheme to pay the remainder of the sale
proceeds out to high-priority creditors, then the retailer's
bondholders and unsecured creditors.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
the sale price covers the $15.9 million owed to Salus Capital
Partners LLC on a senior secured asset-based loan facility.  The
proceeds don't satisfy $17.9 million on senior and junior
subordinated notes owed to an affiliate of Gordon Brothers Group
LLC, which acquired the business in 2010 in the bankruptcy of
Urban Brands Inc., Mr. Rochelle noted.

In return for releases, Salus and Gordon Brothers are allowing
some sale proceeds to pay expenses of the case and claims entitled
to priority under bankruptcy law, Mr. Rochelle added.  The
settlement also provided for funding bonuses the company proposed
for 10 senior managers, which the court also approved, the
Bloomberg report related.

The Court overruled objections to the sale including objections
from Canon Financial Services, Inc., Delta Dental Plan of NJ,
Inc., KIR Augusta II LP, Kimco Baton Rouge 1183, LLC, and
Northline Commons LLC; Bawabeh Brothers II, LLC, Ramco
Jacksonville, LLC and Ramco-Gershenson Properties, L.P., TCCI
Broad Street LLC and Glenwood Crossing LLC, and Wells Fargo Bank,
National Association, with respect to the proposed sale.

                      About Ashley Stewart

The Ashley Stewart name is synonymous with offering women who wear
sizes 12 and up well-made fashionable clothes at affordable
prices.

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.

Ashley Stewart 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.


BANK OF THE CAROLINAS: Incurs $1.4 Million Net Loss in 2013
-----------------------------------------------------------
Bank of the Carolinas Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss available to common stockholders of $1.39 million on
$15.20 million of total interest income for the year ended
Dec. 31, 2013, as compared with a net loss available to common
stockholders of $5.53 million on $17.04 million of total interest
income for the year ended Dec. 31, 2012.  The Company incurred a
net loss available to common stockholders of $29.18 million in
2011.

As of Dec. 31, 2013, the Company had $426.68 million in total
assets, $421.90 million in total liabilities and $4.77 million in
total stockholders' equity.

Turlington and Company, LLP, in Lexington, North Carolina, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has suffered recurring credit
losses that have eroded certain regulatory capital ratios.  As of
Dec. 31, 2013, the Company is considered undercapitalized based on
their regulatory capital level.  This raises substantial doubt
about the Company's ability to continue as a going concern.

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

                        http://is.gd/SLlD56

                    About Bank of the Carolinas

Mocksville, North Carolina-based Bank of the Carolinas Corporation
was formed in 2006 to serve as a holding company for Bank of the
Carolinas.  The Bank's primary market area is in the Piedmont
region of North Carolina.


BAY AREA FINC'L: Objects to Lombardo & Safford as Special Counsel
-----------------------------------------------------------------
The U.S. Trustee objects to Bay Area Financial Corporation's
application to hire Lombardo & Safford LLP as special counsel nunc
pro tunc to the Petition Date.

Queenie K. Ng, Esq. -- queenie.k.ng@usdoj.gov -- as trial attorney
for the U.S. Trustee, points out that as per the Employment
Application, the proposed Special Counsel incurred fees totaling
$31,080 postpetition and yet the Debtor waited almost four months
after the Petition Date to file the Employment Application.

She asserts that the proposed Special Counsel provided no reason
for the delay in the Employment Application.  Since there is no
good cause for delay and no extraordinary circumstances,
retroactive relief should not be granted in the case, she
maintains.

Ms. Ng adds that the Employment Application do not specify whether
Proposed Special Counsel is seeking compensation under Sec. 328 or
330 as required under the Local Bankruptcy Rules.

Moreover, Ms. Ng says, the proposed counsel is not disinterested.
She cites that Vincent J. Lombardo, a principal of the proposed
Special Counsel, is also an officer of the Debtor, and that Mr.
Lombardo is also a creditor of the Debtor with a $73,452 general
unsecured claim.

Accordingly, the U.S. Trustee asks the Court to deny the
Employment Application until his concerns are addressed.

                   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.

The Debtor disclosed $15,248,851 in assets and $21,239,663 in
liabilities as of the Chapter 11 filing.

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


BAY CLUB: Gets Final OK to Access CDO's Cash Collateral
-------------------------------------------------------
Bankruptcy Judge Randall L. Dunn has authorized, on a final basis,
Bay Club Partners-472 LLC's use of cash collateral in which Legg
Mason Real Estate CDO I, Ltd., asserts an interest.

The Debtor would use the cash collateral in the ordinary course of
business as determined solely by MEB Management Services.  MEB
will notify CDO and the Debtor of proposed capital expenditures.
MEB may determine to incur and may pay expenses in excess of the
Debtor's historical expenses, including expenditures for capital
expenses, so long as such expenditures are subject to MEB's
reasonable judgment and good faith.

As adequate protection for any diminution in value of the lender's
collateral, the Debtor will grant CDO replacement liens with the
same extent and with the same relative priority as CDO's
prepetition liens and will attach to all property and assets of
Debtor and its estate.  The Debtor will maintain insurance against
loss, theft, destruction and damage to the collateral.  Starting
June 5, 2014, and on the fifth day of each month thereafter, the
Debtor will make a payment to CDO in the amount of $135,000.

Additionally, no payments will be made by MEB or the Debtor to any
insider or affiliate of the Debtor, except for the payment
permitted and monthly payments of $299 to Apartment Marketing
Systems, LLC for social media and online marketing services.

CDO, in its objection filed on Feb. 28, said the cash collateral
budget overstates operating expenses and capital expenses.  CDO
also said it is not adequately protected unless the Debtor makes
monthly interest payments at the non-default rate.

                          About Bay Club

Bay Club Partners-472, LLC, was formed to renovate and operate the
residential property at 2121 W. Main St., Mesa, Arizona, known as
Midtown on Main Street.  The property has 470 rental units and
offers residents amenities including a fitness center, spa,
clubhouse, three swimming pools, a covered play area, assigned
parking, and 24-hour emergency maintenance services.  As of the
bankruptcy filing, the Debtor has leased 91% of the apartments.

Bay Club filed a Chapter 11 bankruptcy petition (Bankr. D. Ore.
Case No. 14-30394) on Jan. 28, 2014.  The Debtor disclosed
$28,247,787 in assets and $27,311,084 in liabilities as of the
Chapter 11 filing.  The case has been assigned to Judge Randall L.
Dunn.  Attorneys at Tonkon Torp LLP serve as counsel to the
Debtor.

The U.S. Trustee has not appointed a committee of unsecured
creditors.


BIOFUEL ENERGY: Incurs $45.6 Million Net Loss in 2013
-----------------------------------------------------
Biofuel Energy Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$45.65 million for the year ended Dec. 31, 2013, as compared with
a net loss of $46.32 million during the prior year.

As of Dec. 31, 2013, the Company had $15.65 million in total
assets, $4.60 million in total liabilities and $11.05 million in
total equity.

Grant Thornton LLP, in Denver, Colorado, did not issue a "going
cocern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2013.  In their report on the consolidated
financial statements for the year ended Dec. 31, 2012, Grant
Thornton expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company incurred a net loss of $46.3 million during the
year ended Dec. 31, 2012, is in default under the terms of the
Senior Debt Facility, and has ceased operations at its Fairmont
ethanol facility.  These conditions, among other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                         http://is.gd/n8J0iO

                        About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.


BIOLIFE SOLUTIONS: Walter Villger Stake at 36.9% as of March 25
---------------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Walter Villiger disclosed that as of March 25, 2014,
he beneficially owned 5,143,001 shares of the BioLife Solutions,
Inc., consisting of 1,374,293 shares of common stock held
directly, 1,777,211 shares of common stock held indirectly through
WAVI Holdings AG, 214,286 shares of common stock issuable upon
exercise of warrants held directly, and 1,777,211 shares of common
stock issuable upon exercise of warrants held indirectly through
WAVI.  Those shares represent a total of 36.9 percent of the
Company's outstanding common shares.

On Dec. 16, 2013, the Company entered into a note conversion
agreement with Mr. Villiger.  Mr. Villiger held, as of Dec. 31,
2013, approximately $5.7 million principal amount of outstanding
promissory notes and approximately $1.9 million of accrued and
unpaid interest under that certain secured convertible multi-draw
term loan facility agreement entered into on Jan. 11, 2008.
Pursuant to the Note Conversion Agreement, Mr. Villiger agreed to
convert on a private placement basis the outstanding indebtedness,
including accrued interest thereon in connection with and on
substantially similar terms as the Company's next "Qualified
Financing", which was defined as the "next offer and sale its
equity for cash, provided that a Qualified Financing shall not
include any issuance of securities of the Issuer pursuant to
compensatory arrangements."  On Feb. 11, 2014, Mr. Villiger
assigned his respective rights and obligations under the
promissory notes, the facility agreement and the Note Conversion
Agreement to WAVI Holding AG.

On March 25, 2014, the indebtedness under the facility agreements,
including accrued interest thereon through the closing date, was
converted on a private placement basis into units at a conversion
price of $4.30 per unit, concurrently with the closing of the
Company's public offering of units at a public offering price of
$4.30 per unit.  Pursuant to the conversion, WAVI received
1,777,211 units for the conversion of approximately $5.7 million
principal amount of outstanding promissory note and $2 million of
interest accrued thereon.  Each unit consisted of one share of the
Company's common stock, $0.001 par value and one common stock
warrant.  Each warrant is exercisable for 1 common share of the
Issuer at $4.75 per share through March 25, 2021.  WAVI also
released all security and the facility agreements were terminated.

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

                         http://is.gd/tIyOrM

                       About BioLife Solutions

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

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


BOREAL WATER: To File 2013 Form 10-K in May
-------------------------------------------
Boreal Water Collection, Inc.'s former auditor, Patrick E.
Rodgers, had his registration revoked by the Public Accounting
Oversight Board on March 6, 2014.

One of the consequences of the PCAOB's action regarding Mr.
Rodgers is that Boreal Water Collection, Inc., can no longer
utilize or rely on Mr. Rodgers' audited financial statements for
the fiscal year ending Dec. 31, 2012.

As a result, the Company must engage a new PCAOB licensed CPA to
audit fiscal year 2012.  The Company's Form 10-K filed to date, as
well as the 10-K for fiscal year 2013 must contain the new audited
financial statements for 2012.

The Company said it became aware of Mr. Rodgers' revoked PCAOB
registration upon receiving a letter from SEC staff dated
March 11, 2014.  The date of this notification did not allow the
Company enough time to arrange for and complete a new audit for
the fiscal year 2012, nor to amend our 2012 10-K and prepare and
file our 2013 10-K (that must contain audited financial statements
for 2012 and 2013).

The Company published an Annual Report on OTC Markets.com on
April 15, 2014.  This report contains unaudited financial
statements.  The Company anticipates amending and filing its 2012
10-K and filing its 2013 10-K on or about the end of May, 2014.
The Company said it is continuing to do as much as possible to
expedite the preparation and filing of these reporting documents.

                        About Boreal Water

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

The Company reported a net loss of $822,902 on $2.7 million of
sales in 2012, compared with a net loss of $1.3 million on
$2.7 million of sales in 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $3.58 million in total assets, $2.66
million in total liabilities and $918,250 in total stockholders'
equity.

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


BROWN MEDICAL: Carr Riggs Okayed as Ch. 11 Trustee's Accountants
----------------------------------------------------------------
The Bankruptcy Court authorized Elizabeth M. Guffy, the Chapter 11
trustee of Brown Medical Center, Inc., to employ Carr, Riggs &
Ingram as her accountants.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Carr Riggs will provide federal and state income tax services for
the Debtor and the Debtor's related for which the Trustee serves
as chief restructuring officer.  Carr Riggs has agreed to provide
services based on the lesser of a flat fee of $1,750 per entity
(on a yearly basis) or at Carr Riggs' hourly rates.  Carr Riggs
will also be reimbursed for reasonable out-of-pocket expenses
incurred.

Miles D. Harper, III, a partner of Carr Riggs, 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 Brown Medical

Houston, Texas-based Brown Medical Center, Inc., is a management
company that historically served as the epicenter of the operating
business enterprise directly or indirectly owned or controlled by
Michael Glyn Brown, including six surgery centers and related
facilities.  The Company sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 15, 2013 (Case No. 13-36405, Bankr.
S.D.Tex.).  The case is assigned to Judge Marvin Isgur.

Brown Medical Center is represented by Spencer D. Solomon, Esq.,
at Nathan Sommers Jacobs, P.C., in Houston, Texas.

In November 2013, the Bankruptcy Court approved the appointment of
Elizabeth M. Guffy as Chapter 11 trustee.  The trustee hired
Porter Hedges LLP, led by Joshua W. Wolfshohl, Esq., John F.
Higgins, Esq., and James Matthew Vaughn, Esq., Nick D. Nicholas,
Esq., J. Patrick LaRue, Esq., and Craig M. Bergez, as counsel.
The trustee tapped The Claro Group, LLC, as financial advisor and
consultant.

In its schedules, Brown Medical listed $13,807,746 in assets and
$27,716,168 in liabilities.  Brown Medical owes Crown Financial
Funding, LP, the primary secured creditor, pursuant to a pre-
bankruptcy promissory note in the original principal amount of
$2 million, which indebtedness is secured by a security agreement
from Allied Center for Special Surgery, Scottsdale, LLC covering
accounts and accounts receivable which the Debtor has the right to
collect.


BROWN MEDICAL: Ch.11 Trustee Has Stipulation Over Byman CRO
-----------------------------------------------------------
Elizabeth M. Guffy, the Chapter 11 trustee for Brown Medical
Center, Inc., Ronald J. Sommers, the Chapter 7 trustee for Michael
G. Brown, and the Byman Entities entered into a stipulation
regarding the appointment of Allison D. Byman as chief
restructuring officer.

The Byman Entities consist of Allison D. Byman, the chief
restructuring officer of Achilles Foot & Ankle Specialists, LLC,
Achilles Foot & Ankle Specialists, LLC, Achilles Foot & Ankle
Specialists, LLC (AZ), Allied Orthopedics, Phoenix, PA,
Rehabilitation & Pain Center, Phoenix, LLC, St. Michael's Center
for Special Surgery, Ltd., and Texas Hand Therapy Center, Inc.

The parties agree that, among other things:

   1. on Jan. 7, 2014, the Court entered an order in the BMC
      case appointing Ms. Byman as the CRO of the Byman Entities
      and terminating Ms. Guffy's appointment as CRO of the
      Byman Entities;

   2. BMC's estate is the majority shareholder of St. Michael's
      Center for Special Surgery, Ltd.  Brown's estate is the
      majority shareholder of the other Byman Entities.

   3. Ms. Byman intends to charge her regular hourly rate of
      $325 for all services rendered on behalf of the Byman
      Entities and retain the law firm Hughes Watters Askanase
      LLP as counsel to represent her in matters related to
      her CRO duties.  Ms. Byman, in her discretion, may also
      retain other professionals, including but not limited
      to, accountants and brokers to carry out her CRO duties.

   4. under no circumstances will the BMC or Brown estates be
      liable to Ms. Byman or her professionals for their time
      spent, or expenses incurred, in connection with the Byman
      Entities.  All payments to Ms. Byman or her professionals
      under the stipulation for fees and expenses will be made
      solely from funds generated by the Byman Entities,
      regardless of whether those funds have been swept by
      Ms. Guffy.

A copy of the stipulation is available for free at:

     http://bankrupt.com/misc/BROWNMEDICALCENTER_348_crostip.pdf

As reported in the Troubled Company Reporter on Feb. 26, 2014,
Ms. Byman serves as replacement CRO for certain non-debtor
entities.

The so-called Barrett Creditors and Manuel Guyot filed papers in
response to the appointment of CROs for the non-debtor entities.
They said it is likely that the Bankruptcy Court does not have the
jurisdiction to appoint a CRO for business entities that are not
debtors in bankruptcy; and only a Texas state court or a federal
district court may appoint a CRO, receiver, or other officers to
manage the non-debtor business entities.

The Barrett Creditors are Stephen A. Barrett, individually and
derivatively as representative of Brown Surgical Investments
Partners, Austin, LLC, Brown Surgical Investments Partners, DFW,
LLC, Brown Surgical Investments Partners, Las Vegas, LLC, Brown
Surgical Investments Partners, San Antonio, LLC, and Brown
Surgical Investments Partners, Scottsdale, LLC; Stephen Barrett,
DPM, P.A.; Stephen Barrett, DPM, Austin, P.A.; Stephen Barrett,
DPM, DFW, P.A.; Stephen Barrett, DPM, San Antonio, P.A.; Barrett
Foot and Ankle, P.C.; Charles "Ed" Singleton, individually and
derivatively as representative of Brown Surgical Investments
Partners, DFW, LLC, and Paul V. Ledesma, individually and
derivatively as representative of Brown Surgical Investments
Partners, Scottsdale, LLC; and Stephen Barrett, DPM, P.A.

Manuel Guyot serves as representative of Brown Executive Partners,
Austin, LLC, Brown Executive Partners, DFW, LLC, Brown Executive
Partners, Las Vegas, LLC, Brown Executive Partners, San Antonio,
LLC, and Brown Executive Partners, Scottsdale, LLC.

Raleigh "Ro" Jackson, a creditor and party-in-interest, adopted
the response filed by Barrett Creditors and Manuel Guyot in its
entirety.

The respondents also asked the Court to allow Ms. Guffy to resign
as CRO.  If the Court cannot appoint a CRO that is suitable to the
equity holders in the business entities, the Bankruptcy Court
should leave the management of the nondebtor business entities to
a court that clearly has jurisdiction to do so, they said.

The Barrett Creditors also have requested that the Court deny the
appointment of Ms. Byman as CRO of non-debtor entities because:

   1. the trustee has conflicts that preclude her from serving
      as CRO of non-debtor entities that have claims against
      the Brown Medical Center Estate, the trustee must not be
      recommending her replacement.

   2. The Barrett Creditors and other similarly situated
      creditors -- persons who have an equity interests in some
      of the non-debtor entities -- must have a voice in who
      serves as CRO.  Their interests largely have been ignored
      by the trustee, who represents an Estate that has no equity
      interest in the non-debtor entities.

Previously, the trustee sought to have Ms. Byman replace her as
the CRO of non-debtor entities that may have claims against
the BMC estate.  Certain parties-in-interest have raised concerns
over a potential conflict of interest in the trustee concurrently
serving as the CRO of entities which may have claims against BMC.

                         About Brown Medical

Houston, Texas-based Brown Medical Center, Inc., is a management
company that historically served as the epicenter of the operating
business enterprise directly or indirectly owned or controlled by
Michael Glyn Brown, including six surgery centers and related
facilities.  The Company sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 15, 2013 (Case No. 13-36405, Bankr.
S.D.Tex.).  The case is assigned to Judge Marvin Isgur.

Brown Medical Center is represented by Spencer D. Solomon, Esq.,
at Nathan Sommers Jacobs, P.C., in Houston, Texas.

In November 2013, the Bankruptcy Court approved the appointment of
Elizabeth M. Guffy as Chapter 11 trustee.  The trustee hired
Porter Hedges LLP, led by Joshua W. Wolfshohl, Esq., John F.
Higgins, Esq., and James Matthew Vaughn, Esq., Nick D. Nicholas,
Esq., J. Patrick LaRue, Esq., and Craig M. Bergez, as counsel.
The trustee tapped The Claro Group, LLC, as financial advisor and
consultant.

In its schedules, Brown Medical listed $13,807,746 in assets and
$27,716,168 in liabilities.  Brown Medical owes Crown Financial
Funding, LP, the primary secured creditor, pursuant to a pre-
bankruptcy promissory note in the original principal amount of
$2 million, which indebtedness is secured by a security agreement
from Allied Center for Special Surgery, Scottsdale, LLC covering
accounts and accounts receivable which the Debtor has the right to
collect.


BROWN MEDICAL: Ch.11 Trustee to Hire More Porter Hedges Staff
-------------------------------------------------------------
Elizabeth M. Guffy, the Chapter 11 trustee for Brown Medical
Center, Inc., asks the Bankruptcy Court for permission to
supplement the order authorizing the employment of Porter Hedges
LLP as counsel.

The Chapter 11 trustee proposed a hearing on May 14, 2014, at 2:00
p.m. to consider the request.

The trustee explained that the supplement will reflect these
additional professionals and paraprofessional to assist the
trustee.  Jonathan Price, a partner in the intellectual property
section of PH, and Patricia Gunning, a paralegal in the litigation
section of PH.

On March 5, the Bankruptcy Court authorized the Chapter 11 trustee
to compensate Porter Hedges based on its 2014 hourly rates
effective as of Feb. 1, 2014.  A copy of the 2014 rates is
available for free at:

http://bankrupt.com/misc/BROWNMEDICALCENTER_portersupporder.pdf
                      About Brown Medical

Houston, Texas-based Brown Medical Center, Inc., is a management
company that historically served as the epicenter of the operating
business enterprise directly or indirectly owned or controlled by
Michael Glyn Brown, including six surgery centers and related
facilities.  The Company sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 15, 2013 (Case No. 13-36405, Bankr.
S.D.Tex.).  The case is assigned to Judge Marvin Isgur.

Brown Medical Center is represented by Spencer D. Solomon, Esq.,
at Nathan Sommers Jacobs, P.C., in Houston, Texas.

In November 2013, the Bankruptcy Court approved the appointment of
Elizabeth M. Guffy as Chapter 11 trustee.  The trustee hired
Porter Hedges LLP, led by Joshua W. Wolfshohl, Esq., John F.
Higgins, Esq., and James Matthew Vaughn, Esq., Nick D. Nicholas,
Esq., J. Patrick LaRue, Esq., and Craig M. Bergez, as counsel.
The trustee tapped The Claro Group, LLC, as financial advisor and
consultant.

In its schedules, Brown Medical listed $13,807,746 in assets and
$27,716,168 in liabilities.  Brown Medical owes Crown Financial
Funding, LP, the primary secured creditor, pursuant to a pre-
bankruptcy promissory note in the original principal amount of
$2 million, which indebtedness is secured by a security agreement
from Allied Center for Special Surgery, Scottsdale, LLC covering
accounts and accounts receivable which the Debtor has the right to
collect.


BUDD COMPANY: Epiq Approved as Noticing and Claims Agent
--------------------------------------------------------
The Bankruptcy Court authorized The Budd Company, Inc., to employ
Epiq Bankruptcy Solutions, LLC, as noticing, claims and balloting
agent for the court.

As reported in the Troubled Company Reporter on April 4, 2014, the
Debtor has thousands of creditors, holding claims against the
Debtor in excess of $1 billion.  Given the size of the Debtor's
creditor body, it will be more efficient and less burdensome on
the Clerk of the Court to have Epiq undertake the tasks associated
with noticing the Debtor's creditors and parties in interest and
processing proofs of claim that may be filed.  Moreover, the
Debtor requires a balloting and voting agent to assist the Debtor
with the solicitation and voting in respect of any chapter 11
plan.

The terms of Epiq's compensation under the services agreement stem
from a competitive process in which the Debtor interviewed and
received quotes from multiple potential notice and claims agents.

Epiq agreed to a $50,000 retainer.

As claims agent, Epiq will charge the Debtors at these rates:

   Position                                  Hourly Rate
   --------                                  -----------
Clerical/Administrative Support               $26 to $39
Case Manager                                  $50 to $80
IT/ Programming                               $70 to $130
Senior Case Manager                           $85 to $130
Director of Case Management                  $145 to $195
Case Analyst                                  $65 to $110
Consultant/Senior Consultant                 $145 to $190
Director/Vice President Consulting              $225
Communication Counselor                         $225

For its noticing services, Epiq will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For database
maintenance, the firm will charge $0.10 per record per month.
For-online claim filing services, Epiq will charge $300 per 100
claims filed.  The firm's call center operator will charge $55 per
hour.


                      About The Budd Company

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

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

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

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


BUDD COMPANY: Files Schedules of Assets and Liabilities
-------------------------------------------------------
The Budd Company, Inc., filed with the U.S. Bankruptcy Court for
the Northern District of Illinois its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $387,555,681
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              Undetermined
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                    $1,107,350,034
                                ------------   --------------
        TOTAL                   $387,555,681   $1,107,350,034

Copies of the schedules and notes are available for free at:

     http://bankrupt.com/misc/BuddCo_56_sals.pdf
     http://bankrupt.com/misc/BuddCo_72_summarySALs.pdf
     http://bankrupt.com/misc/BuddCo_73_notesonSALs.pdf

                      About The Budd Company

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

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

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

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


BUDD COMPANY: May Pay Expenses of UAW's Advisors
------------------------------------------------
The Bankruptcy Court ordered The Budd Company, Inc., to pay
reasonable and necessary expenses of the legal, financial and
other advisors of the International Union, United Automobile,
Aerospace and Agricultural Implement Workers of America.

On April 11, 2014, UAW said the Debtor can seek to modify its
Retiree Benefits under Section 1114 of the Bankruptcy Code only
after it confers and negotiates in good faith with the authorized
representative(s) of both the UAW Retirees and the Non-Union
Retirees.

The Debtor alleged that it currently provides health care and
other benefits to approximately 5,900 of its retired employees or
their respective spouses, surviving spouses, domestic partners,
and dependents pursuant to certain ERISA-qualified welfare plans.

The Debtor estimates that approximately 80% of the Retirees are
UAW Retirees and the Debtor alleges that the actuarial value of
the Retiree Benefits owed to UAW Retirees was approximately
$830.5 million as of the Petition Date.

Stanley Eisenstein, Esq., at Katz, Friedman, Eagle, Eisenstein,
Johnson & Bareck, P.C., and Lawrence B. Friedman, Esq., at Cleary
Gottlieb Steen & Hamilton LLP represent UAW.

                      About The Budd Company

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

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

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

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


BUDD COMPANY: U.S. Trustee to Appoint Retirees' Committee
---------------------------------------------------------
The Bankruptcy Court has directed the U.S. Trustee to form a
Retirees Committee consisting on non-union retirees in the Chapter
11 case of The Budd Company, Inc.

As reported in the Troubled Company Reporter on April 3, 2014,
the Debtor requested for an order:

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

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

  (3) approving retirees committee selection procedures.

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

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

                    UAW and Non-Union Retirees

The Debtor is categorizing retirees into two groups:

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

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

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

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

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

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

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

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

                       Selection Procedures

The Debtor proposes these selection procedures:

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

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

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

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

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

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

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

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

                      About The Budd Company

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

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

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

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


BUILDING #19: May Amend Schedules and Statements
------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Building #19, Inc., et al. to amend its Schedule B,
Schedule F, Schedule G, and Statement of Financial Affairs.

Among other things:

   1. Schedule B is amended to include a claim for business
interruption at the Cranston, Rhode Island Store in response to
question 21 -- other contingent and unliquidated claims of every
nature;

   2. Schedule F is amended to remove the following unsecured
nonpriority claims: to amend its Schedule B, Schedule F, Schedule
G, and Statement of Financial Affairs;

   3. Schedule F has also been amended by reducing the claim of
KOTAP America, Ltd., 10 Bayview Ave., Lawrence, NY 11559 from the
amount of $4,489,788.

                     About Building #19, Inc.

Building #19, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code on Nov. 1, 2013 (Bankr. D. Mass.
Case No. 13-16429).  The other debtors are (a) Paperworks #19,
Inc., Case No. 13-16430; (b) Beth's Basics, Inc., Case No.
13-16433; (c) Furniture #19, Inc., Case No. 13-16431; (d) PB&J
Kids #19, Inc., Case No. 13-16434; and (e) Footwear #19 Plus, Inc.
Case No. 13-16432.

Donald Ethan Jeffery, Esq., and Harold B. Murphy, Esq., at Murphy
& King, Professional Corporation, in Boston, Massachusetts, serve
as the Debtors' bankruptcy counsel. The Tron Group, LLC, serve as
their financial advisers.

The U.S. Trustee for Region 1 appointed five members to the
official committee of unsecured creditors.  The Committee retained
Duane Morris LLP as its counsel.  Newburg & Company LLP is the
financial advisors to the Committee.


BUILDING #19: Seeks to Auction Off Remaining Inventory
------------------------------------------------------
Building #19, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Massachusetts for authorization to sell their
remaining inventory by private sale to Alex Lyon & Son Sales
Manager & Auctioneers, Inc., and abandon certain personal
property.

The Debtors intend to sell any trailer, furniture, fixtures and
equipment for $20,000, subject to bigger and better offers.

The Court is yet to schedule the auction.  Competing bids are due
May 1, 2014, at 4:30 p.m.

The Court will consider approval of the sale at a hearing May 14,
at 10:30 a.m.  Objections, if any, are due May 1 at 4:30 p.m.

                     About Building #19, Inc.

Building #19, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code on Nov. 1, 2013 (Bankr. D. Mass.
Case No. 13-16429).  The other debtors are (a) Paperworks #19,
Inc., Case No. 13-16430; (b) Beth's Basics, Inc., Case No.
13-16433; (c) Furniture #19, Inc., Case No. 13-16431; (d) PB&J
Kids #19, Inc., Case No. 13-16434; and (e) Footwear #19 Plus, Inc.
Case No. 13-16432.

Donald Ethan Jeffery, Esq., and Harold B. Murphy, Esq., at Murphy
& King, Professional Corporation, in Boston, Massachusetts, serve
as the Debtors' bankruptcy counsel. The Tron Group, LLC, serve as
their financial advisers.

The U.S. Trustee for Region 1 appointed five members to the
official committee of unsecured creditors.  The Committee retained
Duane Morris LLP as its counsel.  Newburg & Company LLP is the
financial advisors to the Committee.


C&K Market: Hires Cushman & Wakefield as Appraiser
--------------------------------------------------
C & K Market, Inc. seeks authorization from the U.S. Bankruptcy
Court for the District of Oregon to employ Cushman & Wakefield OR,
Inc. as appraiser.

The Debtor requires Cushman & Wakefield to provide:

   (a) property inspection to the extent necessary to adequately
       identify the real estate;

   (b) research relevant market data, in terms of quantity,
       quality, and geographic comparability, to the extent
       necessary to produce credible appraisal results;

   (c) consider and develop those approaches relevant and
       applicable to the appraisal problem;

   (d) income capitalization approach; and

   (e) sales comparison approach.

The Debtor proposes to pay Cushman & Wakefield a fee of $16,000
plus expenses upon delivery of a final appraisal report, without
the need for a fee application and without further order of the
Court.

Cushman & Wakefield will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Jay F. Booth, senior managing director of Cushman & Wakefield,
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.

Cushman & Wakefield can be reached at:

       Jay F. Booth
       CUSHMAN & WAKEFIELD OR, INC.
       200 S.W. Market Street, Suite 200
       Portland, OR 97201
       Tel: (503) 279-1709
       Fax: (503) 279-1791
       E-mail: jay.booth@cushwake.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.


CAESARS ENTERTAINMENT: Closes Offering of $675MM Senior Notes
-------------------------------------------------------------
Caesars Growth Properties Holdings, LLC, and Caesars Growth
Properties Finance, Inc., completed the offering of $675 million
aggregate principal amount of their 9.375 percent second-priority
senior secured notes due 2022.  The Issuers are subsidiaries of
Caesars Growth Partners, LLC, which is a joint venture between
Caesars Acquisition Company and Caesars Entertainment Corporation.

Pursuant to an escrow agreement, dated as of April 17, 2014, among
U.S. Bank National Association, as escrow agent and securities
intermediary, U.S. Bank National Association, as trustee, under
the Indenture, and the Issuers, the Issuers deposited the gross
proceeds of the offering of the Notes, together with additional
amounts necessary to redeem the Notes, if applicable, into a
segregated escrow account until the date that certain escrow
conditions are satisfied.  The escrow conditions include, among
other things, the consummation of the previously announced
acquisition of the subsidiaries of Caesars Entertainment Operating
Company, Inc., that own the assets comprising The Cromwell (f/k/a
Bill's Gamblin' Hall & Saloon), The Quad Resort & Casino, Bally's
Las Vegas and Harrah's New Orleans and the contribution by Caesars
Growth Partners of the entity that owns the assets comprising the
Planet Hollywood Resort & Casino and the receipt of all required
regulatory approvals.

The funds held in the Escrow Account will be released to the
Issuers upon delivery by the Issuers to the Escrow Agent and the
Trustee of an officer's certificate certifying that, prior to or
concurrently with the release of funds from the Escrow Account,
the escrow conditions have been met.

The Issuers granted the Trustee, for the benefit of the holders of
the Notes, a first-priority security interest in the Escrow
Account and all deposits therein to secure the note obligations
pending disbursement.

The Notes, which mature on May 1, 2022, were issued pursuant to an
indenture dated as of April 17, 2014, among the Issuers and U.S.
Bank National Association, as trustee.

The Issuers will pay interest on the Notes at 9.375 percent per
annum, semi-annually to holders of record at the close of business
on April 15 or October 15 immediately preceding the interest
payment date on May 1 and November 1 of each year, commencing on
Nov. 1, 2014.

The Issuers may redeem the Notes at their option, in whole or
part, at any time prior to May 1, 2017, at a price equal to 100
percent of the principal amount of the Notes redeemed plus accrued
and unpaid interest to the redemption date and a "make-whole"
premium.  The Issuers may redeem the Notes, in whole or in part,
on or after May 1, 2017, at the redemption prices set forth in the
Indenture and the Notes.  In addition, at any time and from time
to time on or before May 1, 2017, the Issuers may choose to redeem
in the aggregate up to 35 percent of the original aggregate
principal amount of the Notes at a redemption price equal to
109.375 percent of the principal amount thereof with the net
proceeds of one or more equity offerings so long as at least 50
percent of the original aggregate principal amount of the Notes
remain outstanding after each such redemption.

The Issuers intend to use the net proceeds from the offering of
the Notes, on the Escrow Release Date, together with borrowings
under new Senior Secured Credit Facilities and cash contributed to
them by Caesars Growth Partners, to complete the Transactions and
related transactions, including the repayment in full of all
amounts then outstanding under the senior secured term loan of
PHWLV, LLC, and to pay related fees and expenses.

On April 17, 2014, in connection with the issuance of the Notes,
the Issuers entered into a registration rights agreement with
Citigroup Global Markets Inc., as representative of the initial
purchasers of the Notes, relating to, among other things, the
exchange offer for the Notes and the related subsidiary
guarantees.

Upon the Escrow Release Date, the subsidiary guarantors will
execute a joinder to the Registration Rights Agreement.

Additional information about the transactions is available for
free at http://is.gd/mmNHiq

                    About Caesars Entertainment

Las Vegas-based Caesars Entertainment Corp., formerly Harrah's
Entertainment Inc. -- http://www.caesars.com/-- is one of the
world's largest casino companies.  Harrah's announced its re-
branding to Caesar's in mid-November 2010.

Caesars Resorts Properties, LLC is a subsidiary of Caesars
Entertainment Corporation that owns 6 casinos properties and
Project Linq.  Caesars Entertainment Operating Company is a
subsidiary of CEC and sister subsidiary to CERP.

As of Dec. 31, 2013, the Company had $24.68 billion in total
assets, $26.59 billion in total liabilities and a $1.90 billion
total deficit.

                           *     *     *

In April 2014, Standard & Poor's Ratings Services lowered its
corporate credit ratings on Caesars Entertainment Corp. (CEC) and
wholly owned subsidiaries, Caesars Entertainment Operating Co.
(CEOC) and Caesars Entertainment Resort Properties (CERP), as well
as the indirectly majority-owned Chester Downs and Marina, to
'CCC-' from 'CCC+'.  The downgrade reflects S&P's expectation that
Caesars' capital structure is unsustainable, and the amount of
cash the company will burn in 2014 and 2015 creates conditions
under which S&P believes a restructuring of some form is
increasingly likely over the near term absent an unanticipated
significantly favorable change in operating performance.

S&P expects Caesars to use substantial cash to meet interest
expense, capital expenditures, and debt maturities over the next
year and forecast that the company will burn more than $1.2
billion in cash in 2014 to meet approximately $3 billion in fixed
charges.  S&P do not expect that Caesars will have sufficient
liquidity in 2015 to meet its estimate of fixed charges, absent
additional asset sales or access to the capital markets.  S&P
estimates fixed charges, including interest, capital expenditures,
and debt maturities, will approximate $3.5 billion in 2015.

In March 2014, Moody's downgraded CEOC's Corporate Family rating
to Caa3 and Probability of Default rating to PD-Caa3; and affirmed
CERP's B3 CFR and B3-PD, first lien term loan at B2, and second
lien notes at Caa2.  The downgrade reflects Moody's concern that
the loss of EBITDA from the proposed sale of four casinos to
Caesars Growth Partners Holdings ("CGPH") will cause CEOC's
already high leverage to increase as well as reduce bondholders'
recovery prospects.  Despite the approximate $1.8 billion of cash
that will be received by CEOC and may be used to repay a small
amount of debt and fund operating losses for a period of time, in
Moody's opinion, the proposed sale significantly heightens CEOC's
probability of default along with the probability that the company
will pursue a distressed exchange or a bankruptcy filing.

CGPH is a wholly owned indirect subsidiary of Caesars Growth
Partners, LLC ("CGP"). CGP is owned and controlled by Caesars
Acquisition Company which is owned by CEC and affiliates of
private equity firms Apollo and TGP.


CD STORES: Carol's Daughter Files for Chapter 11, to Close Stores
-----------------------------------------------------------------
Entities affiliated with beauty products company Carol's Daughter
filed for Chapter 11 bankruptcy protection April 24 in U.S.
Bankruptcy Court for the Southern District of New York in
Manhattan.

The filing entities are CD Stores LLC and its retail affiliates:
CD Store 125th, LLC; CD Store Atlantic Terminal, LLC; CD Store
Roosevelt Field, LLC; CD Store Pentagon City LLC; CD Store Newport
Centre, LLC; CD Store Fox Hills, LLC; and CD Store Lenox Square,
LLC.

The Debtors' primary business is the marketing and sales of
natural hair, body, and skincare beauty products under the name
"Carol's Daughter," from retail stores located in New York, New
Jersey, Georgia, Virginia, and California.  Carol's Daughter has
been known for its natural beauty products for more than 20 years.

Debtor CD Stores does not operate a retail location, and has no
employees, but it is the sole member of the Retail Debtors, and
guarantor with respect to certain lease agreements for Debtor
125th, Debtor Roosevelt Field, Debtor Lenox, Debtor Newport,
Debtor Fox, and Debtor Pentagon.

Debtor CD Stores is wholly owned by Carol's Daughter Holdings,
LLC, a New York limited liability company.  CD Holdings is the
sole member of Debtor CD Stores, and Carol's Daughter Products,
LLC, a Delaware limited liability company.

Neither CD Holdings nor CD Products have sought bankruptcy
protection.  CD Holdings and CD Products focus on the marketing
and sales of Carol's Daughter beauty products direct to consumers,
through CarolsDaughter.com, a website owned and operated by
Carol's Daughter Online, LLC1, as well as to wholesale vendors.
The Debtors are not involved in the online marketing and sales of
Carol's Daughter beauty products.

In 2004, the Carol's Daughter enterprise was founded by Lisa Price
in Brooklyn, New York.  As of the Petition Date, Lisa Price is the
President of each of the Debtors, but does not hold an equity
interest in any of the Debtors

CD Stores estimated assets and debts each in the $1 million to $10
million range.

                         Continuing Losses

John D. Elmer, the Chief Financial Officer and Chief Operating
Officer of CD Stores, said for the last several years, each of the
Retail Debtors, except Debtor Atlantic, operated at a loss, which
loss was funded by the Debtors' non-debtor affiliates.  Although
Debtor 125th operated at a loss, it not only markets the Debtors'
products, but it also contains a salon for the Debtors' consumers.

In 2013, the Debtors had aggregate losses of $1,173,611.00 on
revenues of $3,146,511.  As of the Petition Date, the Debtors have
aggregate losses of $476,531.  For the calendar year ending Dec.
31, 2014, the Debtors project that they will have losses
from sales in the amount of $403,281 on revenues of $1,528,000,
which amounts include estimated costs and expenses to be incurred
in connection with the Debtors' chapter 11 cases.

In 2013, Debtor Atlantic had profits of $167,000 on revenues of
$587,000.00, and it is projected that Debtor Atlantic will have
profits of $91,000 on revenues of $466,000 in 2014.

As of April 20, 2014, the Debtors, on an unaudited basis, had
total assets with a book value of approximately $280,435 and total
liabilities of roughly $7,050,016.  Other than the large amount
due to Debtor CD Stores, the Retail Debtors remaining claims are
for lease obligations.

As of the Petition Date, the aggregate amount due to CD Products
is $6,822,565.  That debt is unsecured, and is shown as a
liability on Debtor CD Stores' books and records.

Each of the Debtors maintain separate books and records.  Each
Retail Debtor has an amount due to or due from Debtor CD Stores.

                      Restructuring Strategy

According to Mr. Elmer, the Debtors seek to restructure Debtor
Atlantic and Debtor 125th's operations so that they can fund a
chapter 11 plan and emerge from chapter 11 as profitable operating
retail stores.  The Debtors' management have determined it was in
the best interests of the Debtors and their creditors to
transition their business model from selling beauty products in
retail stores across the country, to marketing the Debtors'
products through fewer retail locations.  Prior to the Petition
Date, management determined that it was appropriate to close the
retail stores of certain Retail Debtors, vacate and surrender the
premises to the applicable landlords, and seek to consolidate
their retail sales efforts around the stores operated by Debtor
125th and Debtor Atlantic.

After the Petition Date, the Debtors intend to continue to
operate, except that after revenue from sales earned by Debtor
125th and Debtor Atlantic will be held by Debtor CD Stores and
used to fund operations pending confirmation of a chapter 11
plan, for those collective entities.

Mr. Elmer said the Debtors have reduced their expenses by ceasing
business operations in all but two locations: (i) Debtor Atlantic
in Brooklyn, New York; and (ii) Debtor 125th in Harlem, New York.
As part of that restructuring, the number of the Debtors' total
aggregate employees has been reduced from 42 to 13.  In addition,
Debtor Roosevelt, Debtor Lenox, Debtor Pentagon, Debtor Newport,
and Debtor Fox, each vacated their retail store locations,
surrendered the premises to their landlords, and transferred any
remaining inventory, which was of nominal value, to Debtor
Atlantic and Debtor 125th.

The Debtors believe that under the Chapter 11 protection, they
will be able to restructure their businesses and propose a
confirmable chapter 11 plan which will provide greater value to
creditors compared to the liquidation of the Debtors' assets.

                        "First Day" Motions

On the Petition Date, the Debtors filed these "First Day" motions
seeking emergency relief:

     -- Motion for Order Directing Joint Administration of their
        Cases Pursuant to Rule 1015(b) of the Federal Rules of
        Bankruptcy Procedure.

     -- Motion to Continue to Use Existing Bank Accounts and
        Cash Management System

Mr. Elmer said the motion seeking authorization to continue to use
the Debtors' pre-Petition Date bank accounts and checks, as well
as its cash management system used to process orders, will save
the Debtors, and their professionals, valuable time in making the
transition to operating under chapter 11.  It will also spare the
Debtors the delay in transferring funds between Debtor CD Stores,
and the two remaining operating Debtors, Debtor Atlantic and
Debtor 125th.  In addition, after the Petition Date, the Debtors
intend to continue their cash management system, except that
revenue from sales earned by Debtor 125th and Debtor Atlantic will
be held by Debtor CD Stores to be used to fund operations pending
confirmation of a chapter 11 plan.

The Debtors' bank accounts are located at Wells Fargo Bank, N.A.
which is an approved bank under the Guidelines for Region 2 of the
United States Trustee's Office.

Employee wages, salaries, and commissions, as well as rental
obligations, and expenses for inventory with respect to business
operations for Debtor Atlantic and Debtor 125th, will be paid by
Debtor CD Stores to the various third-parties vendors, with
appropriate accounting entries made.  Debtor Atlantic and Debtor
125th will continue to upstream revenue to Debtor CD Stores, to
offset such advances, with any excess funds to be used for the
Debtors' chapter 11 plan.


CD STORES: Voluntary Chapter 11 Case Summary
--------------------------------------------
CD Store entities that filed Chapter 11 bankruptcy petitions:

     Debtor                                    Case No.
     ------                                    --------
     CD Stores, LLC                            14-11192
        fka Carol's Daughter Stores, LLC
     99 Hudson Street, 6th Floor
     New York, NY 10013

     CD Store 125th, LLC                       14-11195

     CD Store Atlantic Terminal, LLC           14-11198

     CD Store Roosevelt Field, LLC             14-11199

     CD Store Pentagon City LLC                14-11200

     CD Store Newport Centre, LLC              14-11202

     CD Store Fox Hills, LLC                   14-11204

     CD Store Lenox Square, LLC                14-11205

Type of Business: Maker of hair, body and skincare products with
                  natural ingredients, with a special focus on
                  products for African-American women.

Chapter 11 Petition Date: April 24, 2014

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Shelley C. Chapman

Debtor's Counsel: Gerard R. Luckman, Esq.
                  SILVERMANACAMPORA, LLP
                  100 Jericho Quadrangle, Suite 300
                  Jericho, NY 11753
                  Tel: (516) 479-6300
                  Fax: (516) 479-6301
                  Email: filings@spallp.com

                    - and -

                  Adam L. Rosen, Esq.
                  SILVERMAN ACAMPORA LLP
                  100 Jericho Quadrangle, Suite 300
                  Jericho, NY 11753
                  Tel: (516) 479-6300
                  Fax: (516) 479-6301

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The petitions were signed by John D. Elmer, chief financial
officer, chief operating officer.

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


CLEAN DIESEL: BDO USA Raises Going Concern Doubt
------------------------------------------------
Clean Diesel Technologies, Inc., had a net loss of $7.1 million on
$55.28 million of revenue in 2013, compared with a net loss of
$9.66 million on $60.54 million of revenue in 2012, according to a
filing with the U.S. Securities and Exchange Commission.

BDO USA, LLP, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
suffered recurring losses and negative cash flows from operations
since inception, resulting in an accumulated deficit of $181.7
million as of Dec. 31, 2013.

The Company's balance sheet at Dec. 31, 2013, showed $28.37
million in total assets, $22.92 million in total liabilities, and
stockholders' equity of $5.45 million.

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

                        http://is.gd/yewz1F

Ventura, Calif.-based Clean Diesel Technologies, Inc. (NASDAQ:
CDTI) -- http://www.cdti.com/-- is a global manufacturer and
distributor of heavy duty diesels and light duty vehicle emissions
control systems and products to automakers and retrofitters.  The
Company operates in two segments: Heavy Duty Diesel Systems
division and Catalyst division.  The Company's Heavy Duty Diesel
Systems division specializes in the design and manufacture of
verified exhaust emissions control solutions.  Its Catalyst
division produces catalyst formulations to reduce emissions from
gasoline, diesel and natural gas combustion engines.


COATES INTERNATIONAL: Narrows Net Loss to $2.75-Mil. in 2013
------------------------------------------------------------
Coates International, Ltd., had a net loss of $2.75 million on
$19,200 of revenue in 2013, compared with a net loss of $4.53
million on $19,200 of revenue in 2012, according to a filing with
the U.S. Securities and Exchange Commission.  The Company had a
net loss of $2.99 million on $125,000 of sales for the year ended
Dec. 31, 2011.

Cowan, Gunteski & Co., P.A., expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company continues to have negative cash flows from operations,
recurring losses from operations, and a stockholders' deficiency.
Cowan Gunteski also issued a going-concern qualification last
year, also noting of the recurring losses and negative cash flows
from operations.

The Company's balance sheet at Dec. 31, 2013, showed $2.4 million
in total assets, $5.64 million in total liabilities, and
stockholders' deficit of $3.24 million.

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

                       http://is.gd/TLiH1p

                  About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was
incorporated on August 31, 1988, for the purpose of researching,
patenting and manufacturing technology associated with a spherical
rotary valve system for internal combustion engines.  This
technology was developed over a period of 15 years by Mr. George
J. Coates, who is the President and Chairman of the Board of the
Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.


COMMUNICATION INTELLIGENCE: Had $8.1-Mil. Net Loss in 2013
----------------------------------------------------------
Communication Intelligence Corporation had a net loss of
$8.1 million on $1.42 million of revenues in 2013, compared with a
net loss of $6.75 million on $2.38 million of revenues in 2012,
according to the company's Form 10-K filed with the U.S.
Securities and Exchange Commission.  The company had a net loss
attributable to common stockholders of $6.66 million in 2011.

PMB Helin Donovan, LLP, expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has significant recurring losses and accumulated deficit.

The Company's balance sheet at Dec. 31, 2013, showed $2.75 million
in total assets, $1.55 million in total liabilities, and
stockholders' equity of $1.2 million.

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

                        http://is.gd/vwPVxA

                  About Communication Intelligence

Redwood Shores, California-based Communication Intelligence
Corporation is a supplier of electronic signature products and the
recognized leader in biometric signature verification.


COMPETITIVE TECHNOLOGIES: Reports $2.67 Million 2013 Net Loss
-------------------------------------------------------------
Competitive Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $2.67 million on $653,000 of product sales for the
year ended Dec. 31, 2013, as compared with a net loss of $3
million on $913,000 of product sales for the year ended Dec. 31,
2012.

As of Dec. 31, 2013, the Company had $4.56 million in total
assets, $10.5 million in total liabilities, all current, and a
$5.94 million total shareholders' deficit.

Mayer Hoffman McCann CPAs, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company has incurred operating losses since fiscal year 2006 and
has a working capital deficiency at Dec. 31, 2013.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

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

                        http://is.gd/veHj3U

                  About Competitive Technologies

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


COPYTELE INC: Amends 2013 Form 10-K to Add Disclosure
-----------------------------------------------------
CopyTele, Inc., amended its annual report on Form 10-K for the
fiscal year ended Oct. 31, 2013, which was originally filed with
the U.S. Securities and Exchange Commission on Jan. 16, 2014, and
amended on Jan. 17, 2014, in order to include certain additional
disclosure relating to the Company's patent portfolios.  A copy of
the Form 10-K/A is available for free at http://is.gd/ptyOkT

                          About CopyTele

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

CopyTele incurred a net loss of $10.08 million for the year ended
Oct. 31, 2013, as compared with a net loss of $4.25 million during
the prior year.  As of Jan. 31, 2014, the Company had $10.32
million in total assets, $11.54 million in total liabilities, all
current, $4.44 million in contingencies and a $5.66 million total
shareholders'deficiency.


ELWOOD ENERGY: S&P Affirms 'BB-' Rating on $402MM Secured Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
ratings on Elwood Energy LLC's $402 million 8.159% amortizing
senior secured bonds due 2026.  At the same time, S&P revised the
outlook to stable from negative.  The '1' recovery rating on the
bonds is unchanged.

The rating on Elwood Energy's $402 million ($167.5 million
outstanding as of the end of January 2014) 8.159% amortizing
senior secured bonds due 2026 is 'BB-', reflecting S&P's
expectation of volatile cash flows resulting from increasing
exposure to merchant power markets, offset to an extent by strong
operational performance and potentially higher utilization of
Elwood's generating units due to prevailing low natural gas
prices.

"The key business risk is Elwood's increased exposure to the power
and capacity markets as Elwood's power supply agreements expire,"
said Standard & Poor's credit analyst Richard Cortright.

Fifty-six percent of Elwood's generating capacity is currently
exposed to these markets, and the company's debt does not fully
amortize until 2026.  The risk comes largely from the volatility
of capacity prices as demonstrated in the last several PJM
Interconnection capacity auctions ($16.46 per megawatt per day
(MW-day) in the 2009 auction; $27.73/MW-day in 2010; $125.99/MW-
day in 2011; $136/MW-day in 2012; and $59/MW-day in 2013).

The stable outlook reflects the project's debt service coverage
that Standard & Poor's forecasts to remain above 1.75x over the
next several years, including during the project's partial and
completely merchant period, which began in 2013.  S&P believes
that Elwood will have sufficient liquidity to support debt service
obligations, which S&P do not anticipate the facility will need.
The coverages are dependent on merchant revenues as the expiration
of one of the power purchase agreements (PPA) has left only about
44% of the capacity contracted.


EMISPHERE TECHNOLOGIES: McGladrey Raises Going Concern Doubt
------------------------------------------------------------
Emisphere Technologies, Inc., had a net loss of $20.9 million on
$nil of revenues in 2013, compared with a net loss of $1.93
million on $nil of revenues in 2012, according to the Company's
latest Form 10-K filed with the U.S. Securities and Exchange
Commission.

McGladrey LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has suffered recurring losses from operations, has a working
capital deficiency and a significant stockholders' deficit, and
has limited cash availability.

The Company's balance sheet at Dec. 31, 2013, showed $4.98 million
in total assets, $91.8 million in total liabilities, and a
stockholders' deficit of $86.8 million.

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

                        http://is.gd/uInnyJ

Roseland, N.J.-based Emisphere Technologies, Inc. (OTC BB: EMIS)
is a biopharmaceutical company that focuses on a unique and
improved delivery of therapeutic molecules and commercialization
of its own product candidates using its Eligen(R) Technology.
These molecules could be currently available or are under
development.


ERA GROUP: S&P Lowers Unsecured Debt Rating to 'B-'
---------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
Era Group Inc.'s unsecured debt to 'B-' from 'B' and revised its
recovery rating on this debt to '5' from '4'.  The '5' recovery
rating reflects S&P's expectation of modest (10% to 30%) recovery
in the event of a payment default.  The 'B' corporate credit
rating remains unchanged.  The outlook is stable.

The revised recovery and issue-level ratings on Era's unsecured
notes reflect the company's amended and restated credit facility,
which increases the size of its revolving credit facility to $300
million, from $200 million.  Because S&P's recovery analysis
assumes that the revolving credit facility will be fully drawn
before default, the larger facility reduces the collateral
available to the $200 million of unsecured debt under S&P's
default scenario.

The stable outlook reflects Standard & Poor's view that S&P is
unlikely either to raise or lower its corporate credit rating on
Era Group Inc. within the next 12 months.  S&P expects credit
quality to remain stable due to the mostly fixed payment nature of
its contracts, its focus on less volatile production activities,
and its stable customer base.

S&P could lower the rating if it expects that Era's FFO to debt is
likely to be below 12% with no path to improvement.  S&P could
also lower the rating if volatility of profitability increases,
which it could foresee if contract payment becomes more reliant on
flight hours or if the company has difficulty contracting its
newbuilds or existing vessels coming off contract.

An upgrade will depend on Era's ability to expand its helicopter
fleet while increasing its weighting to higher margin medium and
heavy aircraft.  An upgrade will also require run rate FFO to debt
higher than 20%.


FIRST SECURITY: To Issue 6.2 Million Common Shares Under Plan
-------------------------------------------------------------
First Security Group, Inc., registered with the U.S. Securities
and Exchange Commission 6,250,000 shares of the Company's common
stock issuable under the 2012 Long-Term Incentive Plan for a
proposed maximum aggregate offering price of $12,093,750.  A copy
of the Form S-8 prospectus is available at http://is.gd/krBtsx

                    About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A. has 28 full-
service banking offices along the interstate corridors of eastern
and middle Tennessee and northern Georgia.  In Dalton, Georgia,
FSGBank operates under the name of Dalton Whitfield Bank; along
the Interstate 40 corridor in Tennessee, FSGBank operates under
the name of Jackson Bank & Trust.  FSGBank provides retail and
commercial banking services, trust and investment management,
mortgage banking, financial planning, internet banking
http://www.FSGBank.com/

First Security incurred a net loss of $13.44 million in 2013, a
net loss of $37.57 million in 2012 and a net loss of $23.06
million in 2011.  As of Dec. 31, 2013, the Company had $977.57
million in total assets, $893.92 million in total liabilities, and
shareholders' equity of $83.64 million.


FOUR OAKS: Inks Securities Purchase Agreement with Kenneth Lehman
-----------------------------------------------------------------
Four Oaks Fincorp, Inc., the holding company for Four Oaks Bank &
Trust Company, has entered into a securities purchase agreement
with Kenneth R. Lehman, a private investor.  Pursuant to the
Securities Purchase Agreement, Mr. Lehman has agreed to purchase
from the Company, for $1.00 per share, the lesser of:

    (i) 10,000,000 shares of common stock, $1.00 par value per
        share;

   (ii) if the Rights Offering is completed, all shares of Common
        Stock not purchased by shareholders exercising their basic
        subscription privilege; and

  (iii) the maximum number of shares that he may purchase without
        causing an "ownership change" under Section 382(g) of the
        Internal Revenue Code of 1986, as amended (based on all
        shares of Common Stock outstanding at the completion of
        the Rights Offering and the Standby Offering).

In addition, the Securities Purchase Agreement provides Mr. Lehman
a right of first refusal to purchase an additional 6,000,000
shares subject to the limitations outlined in clauses (ii) and
(iii) above.

The Securities Purchase Agreement contemplates an initial closing
of the sale of 875,000 shares of Common Stock to Mr. Lehman and a
subsequent closing of the remaining number of shares.

The Securities Purchase Agreement permits the Company to conduct a
rights offering, which will impact the number of shares Mr. Lehman
may purchase.  Mr. Lehman may participate in the Rights Offering
with respect to the 875,000 shares of Common Stock he is expected
to hold on the record date of the Rights Offering.  The number of
shares Mr. Lehman is committed to purchase in the Standby Offering
will be reduced by the number of shares he purchases in the Rights
Offering.  The Company has agreed that, if for any reason it does
not complete the Rights Offering, Mr. Lehman will still be
permitted to purchase shares of Common Stock.

"This capital investment is a major development for Four Oaks Bank
& Trust.  We expect this infusion of capital to be extremely
positive for our bank, our customers, and the communities we
serve," said Ayden R. Lee, Jr., chairman, president, and chief
executive officer of the Company and the Bank.

"Our mission is to be a community-based bank, working directly
with our customers, understanding their needs and their businesses
and making sure we are building a stronger economy for everyone.
There is little doubt that we have been through a number of
tumultuous years, but the Bank has weathered the recession and we
believe we are now positioned to turn the corner.  This capital
investment will help strengthen the Bank and our resolve to return
to our core mission of being a premier community bank in North
Carolina," Mr. Lee concluded.

Sandler O'Neill & Partners, L.P., acted as financial advisor to
the Company.

With $811.6 million in total assets as of Sept. 30, 2013, the
Company, through its wholly-owned subsidiary, the Bank, offers a
broad range of financial services through its thirteen branches in
Four Oaks, Clayton, Smithfield, Garner, Benson, Fuquay-Varina,
Wallace, Holly Springs, Harrells, Zebulon, Dunn, and Raleigh, and
a loan production office in Southern Pines, North Carolina.  Four
Oaks Fincorp, Inc., trades through its market makers under the
symbol of FOFN.

                         Rights Offering

Four Oaks intends to conduct a rights offering of up to
approximately $26.6 million.

In the Rights Offering, the Company will distribute, at no charge,
non-transferable subscription rights to its shareholders as of a
future record date.  For each share of common stock, $1.00 par
value per share, held as of the record date, a shareholder will
receive a non-transferable right to purchase three shares of
Common Stock at a subscription price of $1.00 per share.
Shareholders who exercise their Basic Subscription Privilege in
full will have the opportunity to subscribe for additional shares
in the event that not all available shares are purchased pursuant
to the Basic Subscription Privilege or by Kenneth R. Lehman
pursuant to the Securities Purchase Agreement, dated March 24,
2014, subject to certain limitations.

Subject to review of the registration statement to be filed with
the Securities and Exchange Commission, the Company intends to
commence the Rights Offering during the second quarter of 2014.

                           About Four Oaks

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

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

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

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


FREDERICK'S OF HOLLYWOOD: Merger Closing Date Extended to June 15
-----------------------------------------------------------------
Frederick's of Hollywood Group Inc. entered into an amendment no.
1 to the Agreement and Plan of Merger, dated as of Dec. 18, 2013,
by and among FOHG Holdings, LLC ("Parent"), FOHG Acquisition Corp.
("Merger Sub") and the Company.  The Amendment extends the
termination date under the Merger Agreement from April 30, 2014,
to June 15, 2014.

The Merger Agreement was entered into by and among the Company,
Parent, and Merger Sub.  If the conditions to the closing of the
merger are either satisfied or waived, Merger Sub will be merged
with and into the Company, the separate corporate existence of
Merger Sub will cease and the Company will continue its corporate
existence under New York law as the surviving corporation in the
merger and a wholly owned subsidiary of Parent.  Upon completion
of the Merger, the Common Stock, other than Excluded Shares and
Dissenting Shares, will be converted into the right to receive
$0.27 per share in cash, without interest and less any required
withholding taxes.  Following the completion of the Merger, the
Common Stock will no longer be publicly traded, and holders of the
Common Stock that has been converted will cease to have any
ownership interest in the Company.

                      Frederick's of Hollywood

Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.

Frederick's of Hollywood sought bankruptcy in July 10, 2000.  On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.

Mayer Hoffman McCann expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
company has suffered recurring losses from continuing operations,
has negative cash flows from operations, has a working capital and
a shareholders' deficiency at July 27, 2013.

The Company reported a net loss of $22,522,000 on $86,507,000 of
net sales in 2013, compared with a net loss of $6,432,000 in 2012.
As of Jan. 25, 2014, the Company had $39.79 million in total
assets, $69.01 million in total liabilities and a $29.22 million
total shareholders' deficiency.


FREDERICK'S OF HOLLYWOOD: FOHG Stake at 86.1% as of mid-April
-------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, FOHG Holdings, LLC, Harbinger Group Inc., and
Philip A. Falcone disclosed that as of April 15, 2014, they
beneficially owned 91,257,883 shares of common stock of
Frederick's of Hollywood Group Inc. representing 86.1 percent of
the shares outstanding.

On April 15, 2014, FOHG Holdings, LLC, FOHG Acquisition Corp., a
wholly-owned subsidiary of FOHG Holdings, and Frederick's of
Hollywood entered into Amendment No. 1 to the Agreement and Plan
of Merger, dated as of April 14, 2014.  Pursuant to the Amendment,
the parties agreed to extend the Termination Date, as defined in
the Merger Agreement, to June 15, 2014.

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

                        http://is.gd/CK3ZuC

                     Frederick's of Hollywood

Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.

Frederick's of Hollywood sought bankruptcy in July 10, 2000.  On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.

Mayer Hoffman McCann expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
company has suffered recurring losses from continuing operations,
has negative cash flows from operations, has a working capital and
a shareholders' deficiency at July 27, 2013.

The Company reported a net loss of $22,522,000 on $86,507,000 of
net sales in 2013, compared with a net loss of $6,432,000 in 2012.

As of Jan. 25, 2014, the Company had $39.79 million in total
assets, $69.01 million in total liabilities and a $29.22 million
total shareholders' deficiency.


FRESH & EASY: Files Ch. 11 Liquidating Plan
-------------------------------------------
Old FENM Inc., f/k/a Fresh & Easy Neighborhood Market Inc., and
Old FEPC LLC, f/k/a Fresh & Easy Property Company LLC, filed with
the U.S. Bankruptcy Court for the District of Delaware a Chapter
11 liquidating plan, which proposes to pay general unsecured
claims in full, plus the postpetition interest amount at the so-
called federal judgment rate, or about 0.1 percent.

The Plan was not accompanied by a disclosure statement, which
states how much creditors stand to recover.  The Plan effectuates
a global settlement of claims with the Debtors' ultimate parent,
Tesco Plc.  Pursuant to the settlement, Tesco has agreed to
subordinate recoveries on over $581 million in claims against the
Debtors and to contribute assets from Old FEPC LLC to Old FENM
Inc. so that all other Allowed Claims against the Debtors can be
paid in full in cash, and the Plan provides for the general
release of all claims by the Debtors and their creditors against
Tesco and its representatives and affiliates.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the supermarket chain had been promising full payment for
creditors aside from Tesco.

A full-text copy of the Plan dated April 21, 2014, is available
for free at http://bankrupt.com/misc/FRESH&EASYplan0421.pdf

                      About Fresh & Easy

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

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

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

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

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


FRIENDSHIP DAIRIES: Opposes Agstar's Move to Reconsider Stay Order
------------------------------------------------------------------
Friendship Dairies opposes AgStar Financial Services, FLCA's
motion for reconsideration of the Bankruptcy Court's Jan. 7
decision to put on hold temporarily its earlier ruling that
allowed AgStar to foreclose on its collateral.  The Court decision
is on hold until a higher court hear Friendship Dairies' appeal to
review such ruling.

The Debtor also objects to AgStar's alternative motion to
reconsider the order granting certain security for stay pending
appeal.

The Official Committee of Unsecured Creditors also objects to both
motions.

AgStar is the loan servicer and attorney-in-fact for McFinney
Agri-Finance, LLC.

The Debtor denies that consideration of new evidence would produce
a different result.

The Debtor also contends that AgStar provides no basis for the
Court to reconsider the sufficiency of the security granted for
the Stay Order.

For its part, the Committee urges denial of AgStar's
Reconsideration Motion.  The Committee says as the Court consider
confirmation of the Third Amended Plan, AgStar will suffer no harm
and its interests will be will be adequately protected.

The Committee elaborates that the Debtor is barely a few more days
from confirmation.  "Dairy prices are presently near $24.00 cwt,
or about 50% higher than at confirmation.  The Debtor's milk
production is on budget and has never been better.  Other
creditors in the case deserve a chance to reap the benefits of a
plan whose technical defects have been corrected and of an
operation that will not stumble out of the gate post-
confirmation."

Darrel Guthrie, Esq., and Brad Odell, Esq. of Mullin Hoard &
Brown, L.L.P., as well as Steve Jakubowski, Esq., of Robbins,
Salomon & Patt, Ltd., represent the Creditors Committee.

                    About Friendship Dairies

Friendship Dairies, a general partnership, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 12-20405) in Amarillo, Texas,
on Aug. 6, 2012.  The Debtor operates a dairy near Hereford, Deaf
Smith County, Texas.  The dairy consists of 11,000 head of cattle,
fixtures and equipment.  The Debtor also farms 5,000 acres of land
for production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The Debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C., serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


FRIENDSHIP DAIRIES: Committee Opposes Staying the Confirmation Hrg
------------------------------------------------------------------
The Official Committee of Unsecured Creditors objects to the
motion of AgStar Financial Services, FLCA, to stay consideration
of Friendship Dairies' Third Amended Plan pending appeal.

AgStar is the loan servicer and attorney-in-fact for McFinney
Agri-Finance, LLC.

The Bankruptcy Court has set for a May 5, 2014 confirmation
hearing on the Debtor's Plan.

The Committee asserts that the Court should not stay the
confirmation hearing pending resolution of the Debtor's appeal of
the Stay Relief Order on the foreclosure sale.  If the Third
Amended Plan is confirmed, the appeal of the Stay Order will be
rendered equitably moot and AgStar will be precluded from
foreclosing on its collateral under ther newly entered
confirmation order, says the Committee.

In a separate filing, the Debtor also opposes AgStar's request.

The Debtor admits that if the Stay Relief Order is affirmed after
appeal has been exhausted and AgStar proceeds to foreclose on its
real estate collateral, there would be a necessity to further
amend the Third Amended Plan.  However, the Debtor denies that
postponing confirmation until after  appeal has been exhausted is
necessary or mandated.  The Debtor maintains that plan
confirmation while the appeal is pending would terminate the
automatic stay and would correspondingly reinstate payment terms
for the Debtor to service its debt to AgStar.  "AgStar's motion is
simply an attempt to preempt or postpone this result," says the
Debtor.

The Debtor also denies that plan confirmation would be "for
naught."  Plan confirmation would provide for termination of the
automatic stay and would predominate over the appeal, the Debtor
says.

Darrel Guthrie, Esq., and Brad Odell, Esq. of Mullin Hoard &
Brown, L.L.P., as well as Steve Jakubowski, Esq., of Robbins,
Salomon & Patt, Ltd., represent the Creditors Committee.

                    About Friendship Dairies

Friendship Dairies, a general partnership, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 12-20405) in Amarillo, Texas,
on Aug. 6, 2012.  The Debtor operates a dairy near Hereford, Deaf
Smith County, Texas.  The dairy consists of 11,000 head of cattle,
fixtures and equipment.  The Debtor also farms 5,000 acres of land
for production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The Debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C., serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


GENCO SHIPPING: Proposes June Confirmation of Prepack Plan
----------------------------------------------------------
Before filing for bankruptcy, Genco Shipping & Trading Limited
negotiated a prepackaged plan of reorganization with its secured
lenders and major unsecured creditor constituency and completed
the solicitation of votes on the plan in order to complete its
reorganization on an expedited timeframe.

The Plan, which will eliminate $1.2 billion in debt, is premised
upon a negotiated settlement with the Company's secured lenders
and major unsecured creditor constituency, that will substantially
deleverage the Company's financial obligations, and provide the
Company with new liquidity through a fully backstopped $100
million rights offering.

Parties to the restructuring support agreement ("RSA") are certain
of the lenders under the Debtor's $1.1 billion secured credit
facility entered into in 2007, its $253 million secured credit
facility, and its $100 million secured credit facility, as well as
certain holders of the Company's 5.00% Convertible Senior Notes
due Aug. 15, 2015.

Genco is now asking the bankruptcy court in Manhattan to hold a
hearing on June 4 to consider confirmation of the Prepackaged Plan
and approval of the explanatory disclosure statement.  It wants
the court to approve this schedule:

      Event                                      Date
      -----                                      ----
      Voting Record Date                     April 9, 2014

      Distribution of Solicitation Package   April 16, 2014

      Voting Deadline for
       * 2007 Facility Claims,
       * $253 Million Facility Claims
       * $100 Million Facility Claims        April 18, 2014

      Distribution of Combined Notice        April 23, 2014

      Voting Deadline for
      Convertible Note Claims                 May 16, 2014

      Objection Deadline                      May 22, 2014

      Limited Bar Date                        May 22, 2014

      Reply Deadline                          June 2, 2014

      Combined Hearing                        June 4, 2014

                  $1.4-Bil. of Funded Debt

The Company has over $1.4 billion outstanding under its secured
and unsecured debt facilities, comprised of:

  (a) a $1.377 billion senior secured credit facility with
Wilmington Trust, National Association as successor administrative
agent and successor collateral agent, which matures on July 20,
2017;

  (b) a $100 million senior secured credit facility with Cr'dit
Agricole Corporate and Investment Bank, as agent and security
trustee, which matures on August 17, 2017;

  (c) a $253 million senior secured credit facility with Deutsche
Bank Luxembourg S.A. as agent, which matures on August 14, 2015;
and

  (d) $125 million of unsecured 5% Convertible Senior Notes due
2015 under an indenture dated July 27, 2010, with the Bank of New
York Mellon as indenture trustee.

The Debtors solicited votes from holders of credit facility claims
prepetition, and GCG, Inc., collected and tabulated the ballots.
Holders of 100% of the 2007 Credit Facility Claims, the $253
Million Facility Claims and the $100 Million Facility Claims voted
to accept the Prepack Plan.

Because over 82% of the Convertible Noteholders are party to the
restructuring support agreement, the Company expects that the
class of Convertible Notes will likewise vote to accept the Plan.

                        Terms of the Plan

The Prepack Plan provides for the consensual restructuring of the
Company's capital structure through a settlement that maximizes
recoveries to all stakeholders and enhances the financial
viability of the Company.  The Plan eliminates $1.2 billion of
secured and unsecured debt, and provides the Company with $100
million of new liquidity through the fully-backstopped rights
offering -- 80% of which is backstopped by Supporting 2007
Facility Lenders, and 20% of which is backstopped by supporting
noteholders.

By virtue of the settlement embodied in the RSA, the Prepack Plan
proposes to treat claims and interests as follows:

   -- Holders of all Allowed Administrative Claims, Priority Tax
Claims, statutory fees, Other Priority Claims and Other Secured
Claims will be paid in full.  Projected Recovery: 100%

   -- Holders of Allowed General Unsecured Claims (estimated
allowed amount at $1 million), including Allowed Claims of trade
vendors, suppliers, customers, charterers, and charterer's
customers, will not be affected by the filing of the bankruptcy
cases and are anticipated to be paid in full in the ordinary
course of business during the pendency of the Chapter 11 Cases or
reinstated and left unimpaired under the Prepack Plan in
accordance with their terms.  Projected Recovery: 100%

   -- 100% of the Claims under the Prepetition 2007 Facility
(estimated at $1.056 billion) will be converted into 81.1% of the
Reorganized Genco's new common stock (subject to dilution by the
warrants issued).  Holders of Prepetition 2007 Facility Claims
will also be entitled to subscribe to and purchase up to 80% of
the New Genco Common Stock being offered under the Rights
Offering.  Projected Recovery: 91.5%

   -- The $100 Million Facility (estimated allowed amount at $73.6
million) and the $253 Million Facility (estimated at $176 million)
will be amended and restated to extend the maturity dates of those
prepetition facilities through August 2019 and provide other
modifications to the existing credit agreements.  Projected
Recovery: 100%

   -- 100% of the Claims under the Convertible Notes (estimated
allowed amount at $125 million) will be converted into 8.4% of the
Reorganized Genco's new common stock (subject to dilution by the
warrants issued under the Prepack Plan).  Holders of Convertible
Note Claims will also be entitled to subscribe to and purchase up
to 20% of the New Genco Common Stock being offered under the
Rights Offering.  Projected Recovery: 80.3%

   -- Holders of Equity Interests in Genco will receive warrants
to purchase shares of New Genco from amounts Prepetition 2007
Facility Lenders and the holders of the Convertible Notes have
forgone in exchange for the cancellation or surrender of Equity
Interests in Genco.  They will receive warrants to purchase 6% of
New Genco Common Stock (subject to dilution) exercisable for a
period of 7 years from the Effective Date at a cash-less strike
price of $20.99 at a total implied equity value of $1.295 billion.
Projected Recovery: $32.9 million.

Despite the fact that holders of Prepetition 2007 Facility Claims
and holders of Convertible Note Claims are not being paid in full
under the Prepack Plan, as part of the settlement embodied by the
RSA, the Company negotiated for the reinstatement of Allowed
General Unsecured Claims under the Prepack Plan to avoid any
disruption to the orderly operation of the businesses, and for the
reinstatement or payment in full of Claims in certain other
Classes.

The Company anticipates commencing the rights offering on April
28, 2014 (i.e., 7 days following the Petition Date), or as soon as
reasonably practicable thereafter.  The rights offering will end,
and any unexercised rights will expire, at 5:00 p.m. (prevailing
New York time) on May 29, 2014.

A copy of the Prepackaged Plan is available for free at:

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

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

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

A copy of the affidavit in support of the first-day motions is
available for free at:

   http://bankrupt.com/misc/Genco_1st_Day_Affidavit.pdf

                  About Genco Shipping & Trading

New York-based Genco Shipping & Trading Limited (NYSE: GNK)
transports iron ore, coal, grain, steel products and other drybulk
cargoes along worldwide shipping routes.  Excluding Baltic Trading
Limited's fleet, Genco Shipping owns a fleet of 53 drybulk
vessels, consisting of nine Capesize, eight Panamax, 17 Supramax,
six Handymax and 13 Handysize vessels, with an aggregate carrying
capacity of approximately 3,810,000 dwt.  In addition, Genco
Shipping's subsidiary Baltic Trading Limited currently owns a
fleet of 13 drybulk vessels, consisting of four Capesize, four
Supramax, and five Handysize vessels.

Genco Shipping & Trading sought bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a
prepackaged financial restructuring that is expected to reduce the
Company's total debt by $1.2 billion and enhance its financial
flexibility.  The company's subsidiaries other than Baltic Trading
Limited (and related entities) also sought bankruptcy protection.

Genco, owned and controlled by Peter Georgiopoulos, disclosed
assets of $2.448 billion and debt of $1.475 billion as of Feb. 28,
2014.

Kramer Levin Naftalis & Frankel LLP serves as the bankruptcy
counsel and Blackstone Advisory Partners, L.P., is the financial
advisor.  GCG Inc. is the claims and notice agent and maintains
the Web site http://gencorestructuring.com/


GENCO SHIPPING: Deal With Lenders Has $26.5-Mil. Termination Fee
----------------------------------------------------------------
Genco Shipping & Trading Limited, which has filed a prepackaged
Chapter 11 plan of reorganization that will eliminate $1.2 billion
of debt, is asking the bankruptcy court to:

  (i) authorize the assumption of a restructuring support
agreement ("RSA") with certain of the lenders under the Debtor's
$1.1 billion secured credit facility entered into in 2007, its
$253 million secured credit facility, and its $100 million secured
credit facility, as well as certain holders of 5.00% Convertible
Senior Notes due Aug. 15, 2015; and

  (ii) approve a termination fee in the event the Debtors pursue
an alternative transaction.

After months of extensive, arm's-length and multi-party
negotiations, the Debtors entered into the RSA with its secured
lenders under all three of its prepetition secured credit
facilities and an ad hoc group of the Debtors' largest unsecured
creditor constituency, the convertible notes.

The RSA establishes the framework and support for the Debtors'
prepackaged plan of reorganization.  With the overwhelming support
of all of its creditor constituencies, the RSA paves the way for a
settlement that allows the Company to exit chapter 11
expeditiously and thereby preserve business operations.

According to the Debtors, the assumption of the RSA ensures that
the agreement that forms the foundation for a consensual
restructuring continues to be valid and enforceable against all
signatories and continues to provide the Debtors with the benefits
they bargained for thereunder.

The RSA not only requires the supporting creditors to vote in
favor of the Prepack Plan, but it prohibits such parties from
opposing confirmation or the approval of the disclosure statement.

The RSA contains a reasonable "fiduciary out" allowing the Company
to continue exercising its fiduciary duties throughout the cases,
including, in consideration for a termination fee, allowing the
Company to receive, review, and negotiate unsolicited alternative
transactions.

In consideration of the Supporting 2007 Facility Lenders and the
Convertible Noteholders' commitments under the RSA to voluntarily
and dramatically deleverage the Company and provide $100 million
of new capital -- which, in turn, provides a benchmark for the
analysis of any other alternatives received -- the Company
agreed to provide for a termination fee to be owed to the
Supporting 2007 Facility Lenders and the Supporting Noteholders in
the aggregate amount of $26.5 million, plus expense reimbursements
owing under the RSA, solely in the event the RSA is terminated to
allow the Company to pursue an alternative transaction, and such
alternative transaction is actually consummated.

The Debtors are required under the RSA to comply with various
milestones, including:

   -- The Cash Collateral Order shall have been approved (i) on an
interim basis, on or before the fifth business day after the
Petition Date and (ii) on a final basis, on or before the 45th day
after the Petition Date;

   -- The order approving the assumption of the RSA will have been
approved on or before the fifth business day after the Petition
Date;

   -- The order approving the Disclosure Statement and the
solicitation procedures and confirming the Plan shall be entered
on or before the 45th day after the Petition Date; and

   -- The effective date of the Plan shall occur on or before the
later of (i) 10 days following the Confirmation Date, (ii)
completion of the Rights Offering, or (iii) notice from the
respective lenders that the conditions to the closing of the New
$253 Million Facility and New $100 Million Facility (each as
defined in the Restructuring Term Sheet) have been satisfied or
waived.

                  About Genco Shipping & Trading

New York-based Genco Shipping & Trading Limited (NYSE: GNK)
transports iron ore, coal, grain, steel products and other drybulk
cargoes along worldwide shipping routes.  Excluding Baltic Trading
Limited's fleet, Genco Shipping owns a fleet of 53 drybulk
vessels, consisting of nine Capesize, eight Panamax, 17 Supramax,
six Handymax and 13 Handysize vessels, with an aggregate carrying
capacity of approximately 3,810,000 dwt.  In addition, Genco
Shipping's subsidiary Baltic Trading Limited currently owns a
fleet of 13 drybulk vessels, consisting of four Capesize, four
Supramax, and five Handysize vessels.

Genco Shipping & Trading sought bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a
prepackaged financial restructuring that is expected to reduce the
Company's total debt by $1.2 billion and enhance its financial
flexibility.  The company's subsidiaries other than Baltic Trading
Limited (and related entities) also sought bankruptcy protection.

Genco, owned and controlled by Peter Georgiopoulos, disclosed
assets of $2.448 billion and debt of $1.475 billion as of Feb. 28,
2014.

Kramer Levin Naftalis & Frankel LLP serves as the bankruptcy
counsel and Blackstone Advisory Partners, L.P., is the financial
advisor.  GCG Inc. is the claims and notice agent and maintains
the Web site http://gencorestructuring.com/


GENERAL MOTORS: Confirms Investigations Under Way
-------------------------------------------------
Joseph B. White, writing for The Wall Street Journal, reported
that General Motors Co. confirmed in a government filing that it
is under investigation by federal prosecutors, the Securities and
Exchange Commission, a state attorney general, Congress and the
National Highway Traffic Safety Administration for its handling of
a recent rash of recalls, including those involving 2.6 million
cars with faulty ignition switches.

According to the report, GM formally confirmed the existence of a
federal criminal probe of the recall by the U.S. Attorney for the
Southern District of New York, in its quarterly report to the SEC
filed on April 24.  GM had earlier reported an 82% drop in first
quarter earnings, largely because of a $1.3 billion charge related
to the ignition switch and other recalls.

GM said it believes it is "cooperating fully" with requests for
information from the various investigating agencies, although it
is paying fines to NHTSA for missing an April 3 deadline to
respond fully to questions from the auto-safety regulator, the
report related.

It isn't clear from GM's filing what aspects of the ignition-
switch recall matter the SEC or the unidentified state attorney
general are investigating, the report further related.

The company says in the filing it isn't currently able to estimate
the potential costs of lawsuits or investigations tied to the
ignition recall, but adds resolving the probes could have a
"material adverse impact" on the company's finances, the report
added.

                    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 MOTORS: Profit Falls 82% Amid Recalls
---------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. said first-quarter results fell 82% but far
exceeded Wall Street expectations, as the push to sell cars and
trucks at higher prices in North America helped the auto maker
offset the cost of model recalls.

According to the report, the company reported a first-quarter
profit of $213 million, before the payout of preferred dividends,
compared with $1.18 billion a year earlier. It was the worst
quarterly performance since the company exited bankruptcy.

However, GM posted adjusted earnings of 29 cents a share, which
included special items totaling 23 cents, beating analyst
expectations of 4 cents a share, according to analysts polled by
Thomson Reuters.  Revenue rose to $37.4 billion from $36.9
billion, the Journal said.

"The recall campaign charges in the first quarter overshadowed the
headline results," the Journal cited GM Chief Financial Officer
Chuck Stevens as saying.

                    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.


GRAFTECH INTERNATIONAL: S&P Revises Outlook & Affirms 'BB+' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the rating
outlook on Parma, Ohio-based GrafTech International Ltd. to
negative from stable.  S&P also affirmed its 'BB+' corporate
credit rating on the company.  The issue rating on the company's
senior unsecured debt is unchanged at 'BB+', with the recovery
rating remaining '4', indicating S&P's expectation of average
recovery (30%-50%) in the event of a payment default.

The negative outlook reflects that debt to EBITDA increased to
4.6x from 2.5x in 2013 (2013 EBITDA includes restructuring costs).
While S&P do not expect a return to previous levels of leverage
within the next year, it believes that rationalization initiatives
should bring profitability levels back in line with historical
norms by the end of 2014, and leverage levels will begin to fall.
The revised outlook reflects the uncertainty in profitability
levels following the rationalization initiatives, as well as the
possibility that the company's increased sensitivity to soft end
markets may represent a shift in the graphite electrode industry.

"The negative outlook reflects our view that although GrafTech's
credit measures are currently below the "intermediate" financial
risk profile assessment, the company has a credible path toward
getting back in line with its rating," said Standards & Poor's
credit analyst Chiza Vitta.  "Nevertheless, material improvements
in profitability will need to materialize by the end of the year,
and the negative outlook expresses the possibility that
rationalization initiatives may not translate into credit measures
commensurate with the rating."

S&P could downgrade GrafTech if third-quarter EBITDA does not
improve to $50 million.  This could happen if the company's
profitability improvements, as a result of rationalization, fall
short of expectations or take longer than anticipated.

A stable outlook will be predicated on reducing and maintaining
leverage below 3x.  This would most likely be associated with
gross margins (excluding depreciation and amortization) returning
to 25% or better.


GREAT PLAINS: US Trustee Objects to RBS Settlement Agreement
------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, filed with
the U.S. Bankruptcy Court for the Western District of Pennsylvania
an objection to the approval of Oz Gas LTD, Great Plains
Exploration LLC, and John D Oil and Gas Company's settlement
agreement with RBS Citizens Bank.

The U.S. Trustee states in an April 16 court filing that she
"objects to the inclusion of any provisions in the settlement
agreement and order which restrict the Chapter 11 trustee's
independent performance of his or her fiduciary duties, including
those which require the trustee to sell assets and those which
limit the trustee's exclusive control of the Debtors' businesses."

On March 19, the Debtors sought court-approval of the Agreement.
As settlement of RBS's $20,532,453.67 secured claims, key terms of
the Agreement include, among other things:

      a. Payment of $10,800,000 to RBS by June 30, 2014, in full
         and complete settlement of each and every claim against
         the Debtors and obligors;

      b. If RBS does not receive the RBS Settlement Amount by the
         Settlement Deadline, RBS will receive by Sept. 30, 2014,
         the Settlement Amount plus 20% of the unpaid balance of
         the Settlement Amount as of the RBS Settlement Deadline
         in full and complete settlement of each and every claim

      c. Upon notice of an Event of Default, the U.S. Trustee will
         immediately appoint a trustee with Limited Powers; and

      d. RBS will have an allowed prepetition secured claim under
         Section 506(a) of the Bankruptcy Code in an amount to be
         determined, subject to the right of the Debtors to
         dispute the amount.

In a March 17 court filing, Great Plains submits that it, in good
faith, believes the consummation of this agreement will allow it
to submit a confirmable plan of reorganization.

The Agreement requires approval from the RBS parent entity in the
UK, but that counsel has been advised by RBS that the approval is
likely to be approved.

The Debtors filed on March 17 motions to stay the appointment of a
Chapter 11 trustee until adjudication of the motion filed under
Rule 9019 requesting the court approval of the Agreement.  The
Agreement required by the Court to avoid the appointment of a
trustee was reached, negating cause for appointment.  On Feb. 24,
the Court ordered the Debtors to file (i) a notice to indicate
whether or not they have reached an agreement with RBS, and (ii) a
motion by March 17 asking that the Court stay the appointment of a
Chapter 11 trustee pending the plan confirmation process.

RBS is represented by:

      Frederick D. Rapone, Jr., Esq.
      Campbell & Levine, LLC
      1700 Grant Building
      Pittsburgh, PA 15219
      Tel.: (412) 261-0310
      Fax: (412) 261-5066

              and

      Andrew C. Kassner, Esq.
      Drinker Biddle & Reath, LLP
      One Logan Square, Suite 2000
      Philadelphia, PA 19103
      Tel: (215) 988-2700
      Fax: (215) 988-2757
      E-mail: andrew.kassner@dbr.com

                     About John D. Oil & Gas;
               OZ Gas; and Great Plains Exploration

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011, and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated
$10 million to $50 million in assets and debts.  John D. Oil's
balance sheet at Dec. 31, 2011, showed $6.98 million in total
assets, $13.26 million in total liabilities, and a stockholders'
deficit of $6.28 million.  The petitions were signed by Richard M.
Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


GREAT PLAINS: Reaches Stipulation With Wells Fargo
--------------------------------------------------
Great Plains Exploration LLC reached an agreement with Wells Fargo
Equipment Finance, Inc., resolving Wells Fargo's motion for relief
from stay and motion to convert the Debtor's Chapter 11 case to
one under Chapter 7.  Upon court approval of the Stipulation,
Wells Fargo is irrevocably granted relief from the automatic stay.

As reported by the Troubled Company Reporter on Oct. 21, 2013,
Wells Fargo said that the Debtor has had more than adequate
opportunity to restructure its business operations and present a
viable plan of reorganization, but failed to do so, thus the Court
should convert the Debtor's bankruptcy case to Chapter 7.  The
Debtor objected to the conversion motion, citing, among other
things, that Wells Fargo is adequately protected by its lien on
the collateral, is receiving interest payments in accordance with
the prior adequate protection stipulation, and does not set forth
sufficient grounds for converting the case.

On Feb. 24, 2014, the Hon. Thomas P. Agresti of the U.S.
Bankruptcy Court for the Western District of Pennsylvania entered
an order requiring the Debtor and Wells Fargo to file by March 10,
2014, a proposed consent order that will completely resolve Wells
Fargo's stay motion if approved by the Court.

At all times during which the Debtor is not in default of the
Stipulation, Wells Fargo agrees to forbear from taking any action
to collect the amounts due under the loans from the Debtor and
Richard M. Osborne, Sr., or to recover and liquidate certain
equipment.  The Debtor financed the purchase of the Equipment
through Wells Fargo by entering into Promissory Note Number
181655-700, Promissory Note Number 181655-702, and Promissory Note
Number 181655-703 and related loan documents and security
agreements.

Beginning on the date the Court approves the Stipulation, the
interest on the total outstanding balance due on the Loans will
accrue at an annual rate of 6%.  Pursuant to the parties'
agreement and in anticipation of the Stipulation, the Debtor paid
$50,000 to Wells Fargo.  Beginning on or before April 1, 2014, the
Debtor will make monthly payments in the amount of $45,000 to
Wells Fargo on or before the first day of each month thereafter
until the total amount owed by the Debtor on the Loans, including,
without limitation, accrued interest, is paid in full.  The terms
of any Chapter 11 plan filed (i) will include the terms of the
Stipulation, which will survive confirmation of any Chapter 11
plan notwithstanding anything contained therein; or (ii) will
provide for either payment in full of all outstanding amounts due
under the Loans on the effective date of the plan or provide for
the return of the Equipment to Wells Fargo.

Wells Fargo is represented by:

      Scott E. Schuster, Esq.
      McGuire Woods LLP
      625 Liberty Avenue, 23rd Floor
      Pittsburgh, PA 15222
      Tel: (412) 667-7931
      E-mail: sschuster@mcguirewoods.com

                     About John D. Oil & Gas;
               OZ Gas; and Great Plains Exploration

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011, and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated
$10 million to $50 million in assets and debts.  John D. Oil's
balance sheet at Dec. 31, 2011, showed $6.98 million in total
assets, $13.26 million in total liabilities, and a stockholders'
deficit of $6.28 million.  The petitions were signed by Richard M.
Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


GREAT PLAINS: Fights 1st Source's Motion for Relief From Stay
-------------------------------------------------------------
Great Plains Exploration LLC asks the U.S. Bankruptcy Court for
the Western District of Pennsylvania to deny 1st Source Bank's
motion to terminate the automatic stay.

On March 20, 2014, the Bank sought relief from automatic stay to
sell certain personal property collateral, claiming that the
Debtor is not able to provide adequate protection to the Bank.

The Bank and Debtor executed and entered on May 21, 2007, into a
loan and security agreement whereby the Bank agreed to extend
credit to the Debtor for purposes of the Debtor acquiring or
purchasing certain vehicles, equipment and machinery, which are
items constituting the collateral.  The Debtor agreed to grant a
security interest in the collateral as security for the extension
of credit.

The Debtor has defaulted in the monthly payments to the Bank. The
regular monthly payment due is $26,886.02.  As of March 9, 2014,
the payoff of the amount due and owing the Bank by the Debtor is
$596,384.74.  Interest continues to accrue on the principal amount
at the rate of $95.90 per day.

The Bank believes that the value of the collateral does not
provide adequate protection to the Bank considering the
depreciating value of the collateral, additional costs to the Bank
of continuing interest and late charges, and additional amounts
accruing related to attorneys' fees and court costs.  The
collateral is believed to be in the possession of Debtor.

On April 7, 2014, the Debtor filed a response to the Bank's
motion, asking the Court to deny the motion.  According to the
Debtor, the Bank attempts to impermissibly inflate its claim so as
to cause the appearance of a lack of security.  The Bank asserts
that the payoff for its loans to Debtor is now $596,384.74.  The
Debtor says in its April 7 court filing that in formulating this
calculation, the Bank includes such items as interest, late fees,
legal fees and non legal expenses totaling $214,800.95.  The
Debtor disputes the amount and the permissibility of these charges
under the Bankruptcy Code.

The Bank's new calculation also ignores that fact that the parties
agreed that the amount of the claim is $484,731.14 and cannot be
amended, the Debtor states.  The Court approved this agreement on
Nov. 6, 2013.

The Bank is represented by:

      Marsh Spaeder Baur Spaeder & Schaaf, LLP
      Kurt L. Sundberg, Esq.
      300 State Street, Suite 300
      Erie, Pennsylvania 16507
      Tel: (814) 456-5301
      E-mail: ksundberg@marshspaeder.com

                     About John D. Oil & Gas;
               OZ Gas; and Great Plains Exploration

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011, and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated
$10 million to $50 million in assets and debts.  John D. Oil's
balance sheet at Dec. 31, 2011, showed $6.98 million in total
assets, $13.26 million in total liabilities, and a stockholders'
deficit of $6.28 million.  The petitions were signed by Richard M.
Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


GREAT PLAINS: US Trustee Blocks Cash Collateral Order Amendment
---------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, filed with
the U.S. Bankruptcy Court for the Western District of Pennsylvania
an objection to Oz Gas LTD; Great Plains Exploration LLC; John D
Oil and Gas Company's motions for entry of a first amended final
order authorizing the use of cash collateral until Sept. 30, 2014.

The U.S. Trustee objects to the inclusion of any provisions in the
amended final court order authorizing the use of cash collateral
which restrict the Chapter 11 trustee's independent performance of
his or her fiduciary duties, including those which require the
trustee to sell assets and those which limit the trustee's
exclusive control of the Debtors' businesses.

On March 19, 2014, the Debtors filed their motions to amend the
final cash collateral, saying that they have reached an agreement
with RBS Citizens Bank, "which not only facilitates the payment of
RBS, but also permits the Debtor the opportunity to continue its
business and work to effectuate a plan of reorganization."

The Debtors state in their March 19 court filing that they can
continue to provide adequate protection to RBS for the use of cash
collateral.  "It is therefore appropriate and essential to the
preservation of the value of Debtor's estate that the Court
authorize the Debtor's use of cash collateral pursuant to Section
363(c)(2)(B) of the Bankruptcy Code for ordinary course of
business expenditures and such other expenditures as may be
authorized by this Court," the Debtors say.

                     About John D. Oil & Gas;
               OZ Gas; and Great Plains Exploration

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011, and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated
$10 million to $50 million in assets and debts.  John D. Oil's
balance sheet at Dec. 31, 2011, showed $6.98 million in total
assets, $13.26 million in total liabilities, and a stockholders'
deficit of $6.28 million.  The petitions were signed by Richard M.
Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


HEARTHSIDE GROUP: Moody's Keeps CFR Over Revised Capital Structure
------------------------------------------------------------------
Moody's Investors Service said that Hearthside Group Holdings
LLC's B2 Corporate Family Rating, B1 Secured Revolving Credit
Facility rating, B1 Senior Secured First Lien Term Loan rating,
Caa1 Senior Unsecured Notes rating and B2-PD Probability of
Default Rating will be unchanged by Hearthside's revised capital
structure. Hearthside's announced that it will upsize its senior
unsecured notes to $300 million from $270 million and reduce the
first lien secured term loan to $565 million from $575 million.
The additional $20 million debt proceeds will be used to repay $16
million capital leases, add $2 million cash to the balance sheet
with the remaining being paid out as incremental fees.

Hearthside Group Holdings LLC., with over $1 billion in annual
sales, is the leading contract manufacturer and supplier of
companies such as General Mills, Johnson & Johnson, Kellogg's,
Kraft, PepsiCo, Mondelez and Starbucks. Upon consummation of the
transaction, the company will be owned by Goldman Sachs PIA and
Vestar Capital Partners.


HEMISPHERE MEDIA: S&P Affirms 'B' CCR; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings, including
the 'B' corporate credit rating, on U.S. Hispanic television and
cable broadcaster Hemisphere Media Group Inc.  The outlook is
stable.

"We are affirming ratings following our revision of our financial
risk profile on Hemisphere Media Group to "significant" from
"highly leveraged" because of our expectations for leverage to
decline to, and remain below, 4x.  At the same time, we maintained
our "weak" business risk profile assessment on the company.  The
"weak" business risk profile, as per our criteria, is based on the
company's limited scale with only a single TV broadcasting station
in Puerto Rico and five U.S.-based and two Latin America-based
Spanish language cable networks, pro forma for the April 2014
Media World LLC acquisition," S&P said.  S&P also weighs the
company's narrow business focus, primarily targeting Hispanics
living in the U.S.  S&P views Hemisphere Media Group's management
and governance as "fair."

The company has a very short operating history, having only come
into existence in January 2013, though the underlying businesses
have long operating histories.  S&P expects management to continue
making acquisitions over the long term to build scale.  Pro forma
for the April 2014 acquisition of the three Media World LLC cable
networks, Hemisphere has liquidity to fund acquisitions of up to
about $75 million (based on its Dec. 31, 2014, cash balance as the
company does not currently have a revolving credit facility).
Therefore, S&P expects the company would need to access the
capital markets over the intermediate term to continue its
aggressive acquisition-driven growth strategy.

"We believe the company's focus on Hispanics living in the U.S.
provides the company some protection from broad English-language
competition, but also limits growth prospects.  Its WAPA
television station and cable network focus on a smaller
subsegment, Puerto Ricans and Caribbean Hispanics, while the newly
acquired Media World cable networks focus on Central American and
Dominican populations living in the U.S.  Although we believe
these subsegments are underserved by the larger Hispanic
broadcasters that have traditionally focused on Mexican Americans,
we think that increasing penetration of Hispanic households will
be difficult.  We also view the competition for ad spending
targeting Hispanic consumers as growing steadily, while the arena
remains dominated by Univision Communications Inc.  The company's
five U.S.-based cable networks are not generally included in most
cable operators' basic tier, which leads to lower penetration and
lower subscription and advertising revenue.  Currently, the five
cable networks each reach about 5 million households in the U.S.
We estimate that subscription revenue, pro forma for the Media
World transaction, will account for roughly 50% of total revenues,
in-line with 40% to 60% for larger cable networks," S&P noted.


HORIZON LINES: New Subsidiaries Guarantee Outstanding Debt
----------------------------------------------------------
Road Raiders Transportation, Inc., Road Raiders Inland, Inc., Road
Raiders Technology, Inc., and Road Raiders Logistics, Inc.,
entered into various agreements to become additional guarantors in
connection with certain outstanding indebtedness of Horizon Lines,
Inc.  Each of the New Subsidiaries is a wholly-owned subsidiary of
Horizon.

On March 6, 2014, each of the New Subsidiaries entered into a
joinder agreement, individually titled Joinder No. 1 to ABL
Security Agreement, Joinder No. 2 to ABL Security Agreement,
Joinder No. 3 to ABL Security Agreement and Joinder No. 4 to ABL
Security Agreement.  Each of the joinder agreements is with Wells
Fargo Capital Finance, LLC, in its capacity as agent for the
secured party and the bank product providers, and the joinder
agreements provided that the applicable New Subsidiary became a
guarantor under the Guaranty, a grantor under the Security
Agreement and a party to the Intercreditor Agreement in connection
with the Company's ABL Credit Agreement, dated Oct. 5, 2011.

In addition, on March 6, 2014, each of the New Subsidiaries
entered into separate joinder agreements relating to Horizon's
$20,000,000 Term Loan Agreement dated Jan. 31, 2013.  The joinder
agreements are individually titled Joinder No. 1 to Guaranty and
Security Agreement, Joinder No. 2 to Guaranty and Security
Agreement, Joinder No. 3 to Guaranty and Security Agreement and
Joinder No. 4 to Guaranty and Security Agreement. Each of the
joinder agreements is with U.S. Bank National Association, as
collateral agent and ship mortgage trustee for the secured parties
under the $20M Term Loan Agreement and provides that the New
Subsidiaries become a guarantor under the term loan agreement.

On March 20, 2014, the New Subsidiaries entered into a Third
Supplemental Indenture which added the New Subsidiaries as
additional guarantors to Horizon's existing indenture governing
its 11.00 percent First Lien Senior Secured Notes due 2016.  On
the same date, the New Subsidiaries also entered into two Fourth
Supplemental Indentures which added the New Subsidiaries as
additional guarantors to Horizon's existing indentures governing
its 6.00 percent Series A Convertible Senior Secured Notes due
2017, its 6.00 percent Series B Mandatorily Convertible Senior
Secured Notes and its Second Lien Senior Secured Notes due 2016.
Each of the existing indentures is dated Oct. 5, 2011.

Furthermore, on March 20, 2014, in connection with the First Lien
Notes, the Series A Notes, the Series B Notes and the Second Lien
Notes, the New Subsidiaries also entered into three separate
agreements, each titled a Joinder to Security and Pledge
Agreement, joining them to the applicable Security and Pledge
Agreement among Horizon, the other guarantors thereto and U.S.
Bank National Association, in its capacity as collateral agent for
the secured parties.  Pursuant to each of the three joinder
agreements, the New Subsidiaries agreed to guarantee the
obligations under each of the indentures governing the First Lien
Notes, the Series A Notes, the Series B Notes and the Second Lien
Notes.

                       About Horizon Lines

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

The Company's balance sheet at Sept. 22, 2013, showed $642.85
million in total assets, $675.01 million in total liabilities and
a $32.16 million total stockholders' deficiency.

                           *     *     *

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

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


HUCKABEE RENTALS: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Huckabee Rentals, LLC
        P.O. Box 51
        Poughkeepsie, AR 72569

Case No.: 14-12270

Chapter 11 Petition Date: April 23, 2014

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Batesville)

Judge: Hon. Audrey R. Evans

Debtor's Counsel: Kevin P. Keech, Esq.
                  KEECH LAW FIRM, PA
                  4800 West Commercial Drive
                  N. Little Rock, AR 72116
                  Tel: (501)221-3200
                  Fax: (501)221-3201
                  Email: kkeech@keechlawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Doyan Huckabee, member.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/areb14-12270.pdf


INDIGO-ENERGY INC: Incurs $1.6 Million Net Loss in 2012
-------------------------------------------------------
Indigo-Energy, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.58 million on $0 of net revenue for the year ended Dec. 31,
2012, as compared with a net loss of $4.90 million on $0 of net
revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, the Company had
$17,487 in total assets, $12.50 million in total liabilities, all
current, and a $12.48 million total stockholders' deficit.

"Subsequent to the emergence from receivership on July 29, 2013,
the Company plans to raise funds from private offerings of equity
as applicable and pursue entry into a business agreement with an
operating entity.  Since the Company does not have any firm
funding commitments, and no operations, there is a substantial
doubt about the Company's ability to continue as a going concern,"
the Company said in the annual report.

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

                        http://is.gd/b0eJDT

                        About Indigo-Energy

Henderson, Nev.-based Indigo-Energy, Inc., is an independent
energy company, currently engaged in the exploration of natural
gas and oil.


INERGETICS INC: Had $4.19-Million Net Loss in 2013
--------------------------------------------------
Inergetics, Inc., had a net loss of $4.19 million on $848,000 of
revenues in 2013, following a net loss of $4.28 million on $91,900
of revenue in 2012, according to a Form 10-K filing with the U.S.
Securities and Exchange Commission.  The Company had a net loss of
$5.47 million in 2011.

Friedman LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has incurred substantial accumulated deficits and operating losses
and has a working capital deficiency of $6.12 million.

The Company's balance sheet at Dec. 31, 2013, showed $6.08 million
in total assets, $13.03 million in total liabilities, and a
stockholders' deficit of $15.7 million.

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

                        http://is.gd/yFdCtn

                       About Inergetics Inc.

Paramus, N.J.-based Inergetics, Inc., formerly Millennium
Biotechnologies Group, Inc., is a holding company for its
subsidiary Millennium Biotechnologies, Inc.  Millennium is a
research based bio-nutraceutical corporation involved in the field
of nutritional science.  Millennium's principal source of revenue
is from sales of its nutraceutical supplements, Resurgex Select(R)
and Resurgex Essential(TM) and Resurgex Essential Plus(TM) which
serve as a nutritional support for immuno-compromised individuals
undergoing medical treatment for chronic debilitating diseases.
Millennium has developed Surgex for the sport nutritional market.
The Company's efforts going forward will focus on sales of Surgex
in powder, bar and ready to drink forms.


INSITE VISION: Burr Pilger Mayer Has Going Concern Doubt
--------------------------------------------------------
InSite Vision Incorporated had net income of $5.78 million on
$30.82 million of revenues in 2013, compared with a net loss of
$8.28 million on $21.64 million of revenues in 2012, according to
the Company's latest Form 10-K filed with the U.S. Securities and
Exchange Commission.

Burr Pilger Mayer, Inc., expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has recurring losses from operations, available cash and
short-term investment balances and accumulated deficit.

The Company's balance sheet at Dec. 31, 2013, showed $14.2 million
in total assets, $49.3 million in total liabilities, and a
stockholders' deficit of $35.1 million.

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

                        http://is.gd/vScDlA

Based in Alameda, California, InSite Vision Incorporated (OTCBB:
INSV) -- http://www.insitevision.com/-- is committed to advancing
new and superior ophthalmologic products for unmet eye care needs.
The company's product portfolio utilizes InSite Vision's proven
DuraSite(R) bioadhesive polymer core technology, an platform that
extends the duration of drug retention on the surface of the eye,
thereby reducing frequency of treatment and improving the efficacy
of topically delivered drugs.


INSTITUTO MEDICO: Taps Monge Robertin as Restructuring Advisors
---------------------------------------------------------------
Instituto Medico del Norte, Inc., asks the U.S. Bankruptcy Court
for the District of Puerto Rico for permission to employ Jose M.
Monge Robertin, CPA, CIRA, CGMA and Monge Robertin & Asociados,
Inc., as insolvency and restructuring advisors.

The firm will provide services required in the reorganization
process of the Debtor in the areas of Plan Development,
Liquidation Analysis, Claims Administration, feasibility,
negotiations, investment, financing and other matters to assist
counsel and the Debtors' reorganization.

The firm has required a $500,000 deposit for its services.

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

              About Instituto Medico del Norte, Inc.

Instituto Medico del Norte, Inc., aka Centro Medico Wilma N.
Vazquez, aka Hospital Wilma N. Vazquez Skill Nursing Facility of
Centro Medico Wilma N. Vazquez, sought protection under Chapter 11
of the Bankruptcy Code on Oct. 30, 2013 (Bankr. D.P.R. Case No.
13-08961). The case is assigned to Judge Mildred Caban Flores.

The Debtor scheduled $20,843,692 in total assets and $20,107,642
in total liabilities.  The Debtor, however, said its real property
has a book value of $16,000,000 and personal property is worth
$6,105,979.

The Debtor is represented by Fausto David Godreau Zayas, Esq., and
Rafael A. Gonzalez Valiente, Esq., at Latimer Biaggi Rachid &
Godreau, in San Juan, Puerto Rico.  Luis B. Gonzalez & Co. CPA's
P.S.C. serves as accountant.

The U.S. Trustee for the District of Puerto Rico in December
appointed Dr. Carlos Mellado (b/t Lcda Dinorah Collazo Ortiz) as
patient care ombudsman.


INSTITUTO MEDICO: UST Bid to Dismiss Case Deemed as Moot
--------------------------------------------------------
The Bankruptcy Court has deemed as moot the request to dismiss the
Chapter 11 case of Instituto Medico Del Norte, Inc.

The Court, according to a minute entry for hearing held March 20,
2014, said that the quarterly fees have been paid.

As reported in the Troubled Company Reporter, Guy G. Gebhardt, the
Acting United States Trustee for Region 21, petitioned for
dismissal of the Debtor's case.  The U.S. Trustee stated that it
filed the motion to dismiss because the Debtor, a corporation, had
failed to pay its quarterly fees (in the amount of $12,675.00) as
required under 28 U.S.C Section 1930.

The U.S. Trustee further stated that the Debtor's behavior
demonstrates that it has no intention to comply with its duties
and that its behavior is prejudicial to its creditors.

Meanwhile, the Acting U.S. Trustee has withdrawn, without
prejudice, his objection to the prepetition fees sought in
Instituto Medico Del Norte's motion to employ counsel.  On Feb.
13, 2014, the U.S. Trustee objected to the fee application noting
of the charges for certain prepetition fees, and the charges for
expenses for failure to comply with P.R. LBR 2016-1(b)(1).

                     About Instituto Medico

Instituto Medico del Norte, Inc., aka Centro Medico Wilma N.
Vazquez, aka Hospital Wilma N. Vazquez Skill Nursing Facility of
Centro Medico Wilma N. Vazquez, sought protection under Chapter 11
of the Bankruptcy Code on Oct. 30, 2013 (Bankr. D.P.R. Case No.
13-08961). The case is assigned to Judge Mildred Caban Flores.

The Debtor scheduled $20,843,692 in total assets and $20,107,642
in total liabilities.  The Debtor, however, said its real property
has a book value of $16,000,000 and personal property is worth
$6,105,979.

The Debtor is represented by Fausto David Godreau Zayas, Esq., and
Rafael A. Gonzalez Valiente, Esq., at Latimer Biaggi Rachid &
Godreau, in San Juan, Puerto Rico.  Luis B. Gonzalez & Co. CPA's
P.S.C. serves as accountant.

The U.S. Trustee for the District of Puerto Rico in December
appointed Dr. Carlos Mellado (b/t Lcda Dinorah Collazo Ortiz) as
patient care ombudsman.


INTERFACE SECURITY: Moody's Affirms B3 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed all ratings of Interface
Security Systems Holdings, Inc. ("ISS"), including the Corporate
Family Rating at B3. The rating outlook is stable.

Ratings Rationale

The affirmation of the ratings and the outlook is based on Moody's
expectations for both more profitable growth and enhanced
liquidity going forward. In early January ISS closed on the $43
million sale of its Hawk Security residential alarm monitoring
service, using $13 million of the proceeds to bolster its cash
position somewhat (and the remainder for a dividend). Year-end
liquidity was weak, as substantially higher operating costs to
service new-RMR-generating (recurring monthly revenue) customers
and higher capital expenditures for system assets led to a
diminished cash position. At the same time, revolver availability
contracted as well, leading to Moody's concern over liquidity.
While ISS typically operates with a minimal liquidity position,
that approach may not be feasible as the company continues to seek
high growth.

Moody's estimates that the combination of divestiture cash
proceeds and revolver availability puts ISS's current liquidity at
about $20 million, leading to Moody's affirmation of the company's
ratings and the expectation for improving liquidity to fund
growth. The stable outlook reflects Moody's view that the cash,
combined with revolver availability and a slowdown in growth
expenditures, would enable Interface to maintain an adequate
liquidity profile, perhaps at the necessary expense of
forestalling historically rapid revenue growth. The ratings could
be downgraded in the event ISS's heightened concentration in the
more profitable, commercial physical security business fails to
lead to stronger cash flows this year, or if the company raises a
considerable amount of debt to fund operating-cash shortfalls. A
ratings upgrade, while unforeseen at this point, could result from
the company's producing consistent, positive operating cash flows,
putting it in a position of lessened reliance on debt markets to
sustain its operations.

Interface Security Systems, LLC provides physical security and
secured computer network services to approximately 70 thousand
primarily commercial customers in the U.S.. Physical security
offerings include: alarm/event monitoring, interactive video
surveillance, managed access control, and fire/life safety
systems. Secured network offerings include: secure broadband
network monitoring, secure processing of credit card payments, and
managed IP phone systems. Moody's anticipates 2014 revenues of
about $130 million. Interface is majority-owned by affiliates of
SunTx.

Interface Security Systems Holdings, Inc.

  Probability of Default Rating, Affirmed B3-PD

  Corporate Family Rating, Affirmed B3

  Senior Secured Regular Bond/Debenture Jan 15, 2018, Affirmed B3,
  LGD 4-55%


INVESTMENTS GP: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Investments GP & SR, Inc.
        Po Box 340
        Barrio Miradero
        Mayaguez, PR 00681-0340

Case No.: 14-03214

Chapter 11 Petition Date: April 23, 2014

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Gloria M Justiniano Irizarry, Esq.
                  JUSTINIANO'S LAW OFFICE
                  Ensanche Martinez
                  8 DR. A Ramirez Silva
                  Mayaguez, PR 00680-4714
                  Tel: 787 831-2577
                  Fax: 787 805-7350
                  Email: gloriae55amg@yahoo.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ovidio Jose Garcia Amador, president.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/prb14-03214.pdf


INT'L ENVIRONMENTAL: 2nd Stipulation With EH National Bank OK'd
---------------------------------------------------------------
The Hon. Wayne Johnson of the U.S. Bankruptcy Court for the
Central District of California has approved the second stipulation
between Howard B. Grobstein, Chapter 11 trustee for International
Environmental Solutions Corporation, and EH National Bank relating
to the outstanding amount due under a previously approved
stipulation.

As reported by the Troubled Company Reporter on Feb. 19, 2014, the
first stipulation approved by the Court on Sept. 7, 2012, resolved
the Bank's claims, prevented the Bank from seeking relief from
stay and foreclosing on all of the estate's assets, and allowed
the trustee to enter into a transaction that would provide a
stream of royalty payments to the estate.  The First Stipulation,
among other things, required the Debtor to repay the Bank in full
for all debt owed by the Debtor to the Bank on or before Dec. 31,
2013.  As of June 30, 2012, the Debtor owed the Bank $2,350,980.

The First Stipulation required the Debtor to pay the Bank certain
portions of the proceeds of the sales of each of several assets,
specifically three machines known as the 8TPD, the 40TPD, and the
125TPD.  Under the First Stipulation, the estate was entitled to
keep the first $50,000 from the sale of the three machines and the
Bank was entitled to the balance of the proceeds up to the
indebtedness.  On Aug. 6, 2013, the 125TPD was sold for $30,000,
which funds were used primarily to pay annuities necessary to
maintain the validity of the Debtor's patents.  On Dec. 23, 2013,
the 8TPD was sold for $105,000.

The Chapter 11 Trustee says in a Jan. 30, 2014 court filing that
he needs funds in the estate to pay patent annuities that continue
to come due on an ongoing basis.  The Chapter 11 Trustee and the
Bank have agreed that the estate will pay the Bank $50,000 from
the sale of the 8TPD upon entry of an order approving the motion.
The Bank has agreed to extend the maturity date of the
indebtedness by six months to June 30, 2014.

The Second Stipulation, according to the Chapter 11 Trustee, gives
the estate more time to repay the Bank and avoids litigation with
the Bank.  It further allows the estate to retain sufficient funds
to pay other costs of administration while providing for
completion payments to the Bank, the Chapter 11 Trustee states.

            About International Environmental Solutions

Karen Bertram, James Hinkle, Blaine Scott Molle & Dennis Molle,
and Linda Babb filed an involuntary Chapter 11 petition against
International Environmental Solutions Corporation, dba IES
Corporation (Bankr. C.D. Calif. Case No. 12-16268) on March 13,
2012.

IES consented to the entry of an order for relief under Chapter 11
on May 10, 2012.  Judge Wayne E. Johnson presides over the case.
The Debtor hired Goe & Forsythe, LLP, as counsel.  The Debtor
disclosed $25,129,244 in assets and $10,387,254 in liabilities.

At the behest of a shareholder, the U.S. Trustee appointed Howard
Grobstein as Chapter 11 trustee for the Debtor's estate.  Marshack
Hays as his general counsel Crowe Horwath LLP as his accountants
Dzida, Carey & Steinman as his special transactional counsel.
Stetina Brunda Garred & Brucker as his special patent and
trademark counsel.


INTERNATIONAL TEXTILE: Incurs $10.9 Million Net Loss in 2013
------------------------------------------------------------
International Textile Group, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss attributable to common stock of the Company of $10.91
million on $624.21 million of net sales for the year ended
Dec. 31, 2013, as compared with a net loss attributable to common
stock of the Company of $91.45 million on $619.07 million of net
sales during the prior year.

As of Dec. 31, 2013, the Company had $317.32 million in total
assets, $404.86 million in total liabilities and a $87.53 million
total stockholders' deficit.

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

                       http://is.gd/AiHDSQ

                  About International Textile

International Textile Group, Inc., is a global, diversified
textile manufacturer headquartered in Greensboro, North Carolina,
with current operations principally in the United States, China,
Mexico, and Vietnam.  ITG's long-term focus includes the
realization of the benefits of its global expansion, including
reaching full production at ITG facilities in China and Vietnam,
and continuing to seek other strategic growth opportunities.


ISC8 INC: Hires Griffin Partners as Restructuring Consultant
------------------------------------------------------------
ISC8 Inc. entered into an engagement agreement with Griffin
Partners, LLC, wherein Griffin will offer certain advisory and
consulting services to the Company pertaining to the Company's
current capital restructuring.  Griffin is affiliated with the
Griffin Find, LP, a principal shareholder of the Company.  The
Engagement Agreement was reviewed and approved by the Company's
Board of Directors.

As compensation for Griffin's services, the Company agreed to pay
Griffin an aggregate total of $100,000, to be paid periodically in
order to enable the Company to effectively manage its ongoing cash
requirements.

In connection with the offering of senior subordinated secured
convertible promissory notes, the Company entered into additional
Note Purchase Agreements with certain accredited investors,
resulting in the issuance of Notes in the aggregate principal
amount of $933,333.  To date, the Company has entered into
Purchase Agreements, and issued Notes, in the aggregate principal
amount of approximately $1.98 million.  Per the terms of the
Purchase Agreements, the Notes were issued with an original issue
discount of 25 percent.  The Notes accrue interest at a rate of 12
percent per annum and mature on July 31, 2014.  Additionally, in
the event the Company consummates a debt or equity financing
resulting in gross proceeds of at least $4 million, the then
outstanding principal balance of the Notes, plus all accrued but
unpaid interest, will convert into the securities issued in
connection with the Qualified Financing.

                           About ISC8 Inc.

Costa Mesa, California-based ISC8 Inc. is engaged in the design,
development, manufacture and sale of a family of security
products, consisting of cyber security solutions for commercial
and U.S. government applications, secure memory products, some of
which utilize technologies that the Company has pioneered for
three-dimensional ("3-D") stacking of semiconductors, systems in a
package ("Systems in a Package" or "SIP"), and anti-tamper
systems.

The Company reported a net loss of $28.02 million on $501,000 of
revenues in fiscal year ended Sept. 30, 2013, compared with a net
loss of $19.7 million in fiscal year ended Sept 30, 2012.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in their audit
report on the consolidated financial statements for the year ended
Sept. 30, 2013, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has negative working capital of $29.7 million and a stockholders'
deficit of $55.5 million.

As of Dec. 31, 2013, the Company had $3.81 million in total
assets, $10.22 million in total liabilities and a $6.41 million
total stockholders' deficit.


JAMES RIVER: BNP Paribas Stake at 5.8% as of Dec. 31
----------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, BNP Paribas Arbitrage, SNC, and BNP Paribas
Securities Corp. disclosed that as of Dec. 31, 2013, they
beneficially owned 2,084,724 shares of common stock of James River
Coal Co. representing 5.8 percent of the shares outstanding.  A
copy of the regulatory filing is available for free at:

                        http://is.gd/3XP9iR

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $14.99 million.  James River reported a net loss of
$138.90 million in 2012, as compared with a net loss of $39.08
million in 2011.  The Company's balance sheet at Sept. 30, 2013,
showed $1.06 billion in total assets, $818.69 million in total
liabilities and $247.34 million in total shareholders' equity.

                           *     *     *

In the May 24, 2013, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating to
Caa2 from Caa1.

"While the company continues to take actions to reposition
operations and shore up its balance sheet, we expect external
factors will preclude James River from maintaining credit measures
and liquidity consistent with the Caa1 rating level," said Ben
Nelson, Moody's lead analyst for James River Coal Company.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


LARSEN ROAD: Seeks to Employ Leverson & Metz as Attorneys
---------------------------------------------------------
Larsen Road Green Bay seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Wisconsin to employ Leverson &
Metz S.C. as attorneys.

L&M has estimated that the cost of its services in this case will
be in the following ranges:

   Case administration                          $2,000 to $4,000
   Preparation of schedules and statements      $3,000 to $5,000
   Cash collateral and automatic stay matters   $8,000 to $18,000
   General communications with creditors        $4,000 to $6,000
   Communications with client                   $7,000 to $12,000
   Negotiating and drafting a plan
      and disclosure statement                 $18,000 to $30,000
   Miscellaneous                                $2,000 to $5,000

The Debtor wishes to employ these attorneys on a general retainer.
It is anticipated that most of the services will be performed by
Mark L. Metz, Esq., and Olivier H. Reiher, Esq., whose respective
standard hourly rates of $360 and $225 have been in effect since
January 1, 2014.

The firm assures the Court that it 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.

Larsen Road Green Bay filed a bare-bones Chapter 11 petition
(Bankr. E.D. Wisc. Case No. 14-24324) in Milwaukee on April 14,
2014.  The Debtor estimated $10 million to $50 million in assets
and liabilities.  The Debtor is represented by Mark L. Metz, Esq.,
at Leverson & Metz, S.C., in Milwaukee.  The petition was signed
by Peter Jungbacker as president of general manager.


LATTICE INC: Rosenberg Raises Going Concern Doubt
-------------------------------------------------
Lattice Inc. had a net loss of $1 million on $8.27 million of
revenues in 2013, according to the Company's Form 10-K filing with
the U.S. Securities and Exchange Commission.

Lattice disclosed a net loss of $570,772 on $10.77 million of
revenue for the year ended Dec. 31, 2012, following a net loss of
$6.06 million on $11.44 million of revenue for the year ended Dec.
31, 2011.

Rosenberg Rich Baker Berman & Company expressed substantial doubt
about the Company's ability to continue as a going concern, citing
that the Company has a history of operating losses, has a working
capital deficit, and requires additional working capital to meet
its current liabilities.

The Company's balance sheet at Dec. 31, 2013, showed $4.76 million
in total assets, $7.23 million in total liabilities, and a
stockholders' deficit of $2.47 million.

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

                        http://is.gd/2PmAYi

                        About Lattice Inc.

Pennsauken, New Jersey-based Lattice Incorporated provides
telecommunications services to correctional facilities and
specialized telecommunication service providers in the United
States.


LDK SOLAR: Seeks Review of NYSE's Trading Suspension Decision
-------------------------------------------------------------
LDK Solar Co., Ltd., in provisional liquidation, and its Joint
Provisional Liquidators, Tammy Fu and Eleanor Fisher, both of
Zolfo Cooper (Cayman) Limited, has requested a review of the
decision made on March 31, 2014, by the staff of NYSE Regulation,
Inc., to suspend trading of the Company's American depositary
shares on the New York Stock Exchange and to commence delisting
proceedings.  A date will now be set for a hearing before a
Committee of the Board of Directors of NYSE Regulation.

In its hearing request, LDK Solar made several arguments why LDK
Solar should remain listed, including that a listing decision
should not be made until LDK Solar completes its on-going
restructuring efforts.

LDK Solar will provide a further update following receipt of the
Committee's final decision, which is expected within the next 60-
120 days.

The Company's ADSs are currently trading on the OTCQB market under
the symbol "LDKSY" while trading is suspended on the NYSE.  No
action will be taken by NYSE Regulation to delist the Company's
securities from the NYSE pending the outcome of the hearing, while
trading on the NYSE will remain suspended until the Committee
issues its decision.

                          About LDK Solar

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

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

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

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


LEARNING CARE: S&P Affirms 'B' CCR & Rates $370MM Facility 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Novi, Michigan-based childcare service provider
Learning Care Group (US) No. 2 Inc.  The outlook is stable.

At the same time, S&P assigned Learning Care Group's $370 million
senior secured credit facility an issue-level rating of 'B' (at
the same level as the 'B' corporate credit rating on the company),
with a recovery rating of '3', indicating S&P's expectation for
meaningful (50% to 70%) recovery for lenders in the event of a
payment default.  The credit facility consists of a $320 million
term loan due 2021 and $50 million revolving credit facility due
2019.

The company will use proceeds to help fund American Securities
LLC's leveraged acquisition of the company, and to repay higher-
cost existing debt and preferred stock.

The 'B' corporate credit rating on Learning Care Group reflects
S&P's assessment of the business risk profile as "weak" and the
financial risk profile as "highly leveraged."

The company's "weak" business risk profile reflects S&P's
assessment of its highly cyclical operating performance;
sensitivity of capacity utilization rates to unemployment levels;
dependence on state and local federal subsidized programs, which
are vulnerable to budget constraints; and its less favorable
business composition and lower EBITDA margin relative to employer-
sponsored, workplace-based peers.

Learning Care Group is the second largest U.S. child care center
operator, in a highly fragmented business.  Its market share is
small, at about 2%, though its margins are slightly greater than
the leading retail-based center competitor.  Learning Care Group
has a broad geographical network, though the highly competitive
Texas market accounts for roughly 15% of revenues.  Roughly 24% of
revenues are derived from state and federally subsidized programs,
which are sensitive to budget constraints.  The company operates
five distinct brands, with the La Petite Academy childcare brand
accounting for nearly half of the total centers and having the
highest dependence on government programs.

The company's centers are retail-based, which tend to be cyclical,
exhibiting highly variable revenue and EBITDA over the economic
cycle.  In addition, revenue visibility is limited, as clients pay
a tuition fee one week in advance, without any commitment.  S&P
sees the risk that a reversal of the current improving trend in
U.S. unemployment, which S&P do not expect, together with the
fixed cost structure of the business, could undermine revenue and
earnings.


LUZ ACADEMY TUCSON: Case Summary & 20 Top Unsecured Creditors
-------------------------------------------------------------
Debtor affiliates that filed for Chapter 11 bankruptcy petitions:

          Debtor                               Case No.
          ------                               --------
          Luz Academy of Tucson, Inc.          14-05944
          2797 N Cerrada De Beto
          Tucson, AZ 85745


          Luz Social Services, Inc.            14-05950
          2797 N Cerrada De Beto
          Tucson, AZ 85745

          El Centro for the Study of Primary   14-05954
          and Secondary Education
          2797 N Cerrada De Beto
          Tucson, AZ 85745

Chapter 11 Petition Date: April 23, 2014

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

Judge: Hon. Brenda Moody Whinery (14-05944)
       Hon. Eileen W. Hollowell (14-05950 and 14-05954)

Debtors' Counsel: Eric Slocum Sparks, Esq.
                  ERIC SLOCUM SPARKS PC
                  110 S Church Ave #2270
                  Tucson, AZ 85701
                  Tel: 520-623-8330
                  Fax: 520-623-9157
                  Email: law@ericslocumsparkspc.com

                                    Total        Total
                                    Assets     Liabilities
                                 -----------   -----------
Luz Academy of Tucson, Inc.       $137,194       $3.22MM
Luz Social Services, Inc.         $7.6MM         $2.88MM
El Centro for the Study           $341,722       $2.84MM

The petitions were signed by Barbara W. Cisneros, secretary.

A list of Luz Academy of Tucson, Inc.'s 20 largest unsecured
creditors is available for free at:

               http://bankrupt.com/misc/azb14-05944.pdf

A list of Luz Social Services, Inc.'s 20 largest unsecured
creditors is available for free at:

               http://bankrupt.com/misc/azb14-05950.pdf

A list of the El Centro for the Study of Primary's 20 largest
unsecured creditors is available for free at:

               http://bankrupt.com/misc/azb14-05954.pdf


MASON COPPELL: Hires Munsch Hardt as Attorneys
----------------------------------------------
Mason Coppell OP, LLC, dba Sandy Lake, and its debtor-affiliates,
except for Mason Georgetown RealCo, LLC, seek authorization from
the Hon. Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas to employ Munsch Hardt Kopf & Harr,
P.C. as attorneys, effective Mar. 18, 2014.

The Debtors require Munsch Hardt to:

   (a) assist the Operating Debtors in carrying out their duties,
       rights and obligations under the Bankruptcy Code and the
       Federal Rules of Bankruptcy Procedure (the "Bankruptcy
       Rules");

   (b) consult with and advise the Operating Debtors with respect
       to the management and operation of the Operating Debtors'
       businesses;

   (c) advise the Operating Debtors of their responsibilities to
       the unsecured creditor body and to direct necessary
       communications with same, including attendance at meetings
       and negotiations with representatives of creditors, their
       counsel, and other parties-in-interest;

   (d) assist the Operating Debtors in obtaining use of cash
       collateral and debtor-in-possession financing and other
       negotiations with secured creditors;

   (e) consult with the United States Trustee, any statutory
       committee that may be formed, and all other creditors and
       parties-in-interest concerning the administration of the
       Bankruptcy Cases;

   (f) assist the Operating Debtors in analyzing and appropriately
       treating the claims of creditors;

   (g) take all necessary action to protect and preserve the
       assets of the Operating Debtors' Estates, including the
       prosecution of actions on behalf of the Operating Debtors,
       the defense of any actions commenced against the Operating
       Debtors, negotiations concerning all litigation in which
       the Operating Debtors are a party or hereafter are a party,
       and objections to claims filed against the Estates;

   (h) prepare on behalf of the Operating Debtors all motions,
       applications, answers, orders, reports, and other legal
       papers and documents necessary to the administration of the
       Estates;

   (i) prepare on the Operating Debtors' behalf a plan and
       accompanying disclosure statement, any amendments to the
       plan or disclosure statement, any related agreements and
       documents, and take any necessary action on behalf of the
       Operating Debtors to obtain confirmation of the Plan;

   (j) advise the Operating Debtors in connection with any
       potential sales of assets;

   (k) appear before the Court and any state courts and appellate
       courts, as necessary, on behalf of the Operating Debtors to
       protect the interests of the Estates and the Operating
       Debtors before such courts; and

   (l) perform all other legal services and providing all other
       legal advice to the Operating Debtors in connection with
       the Bankruptcy Cases as may be required or necessary.

Munsch Hardt will be paid at these hourly rates:

       Shareholder/Partner            $335-$720
       Associate                      $235-$375
       Paralegals                     $165-$265

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

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

The Court for the Northern District of Texas will hold a hearing
on the application on May 1, 2014, at 9:30 a.m.

Munsch Hardt can be reached at:

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

                       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: Affiliate Taps Wick Phillips as Counsel
------------------------------------------------------
Mason Georgetown RealCo, LLC, an affiliate of Mason Coppell OP,
LLC, asks for authorization from the Hon. Stacey G.C. Jernigan of
the U.S. Bankruptcy Court for the Northern District of Texas to
employ Wick Phillips Gould & Martin, LLP as counsel, effective
Mar. 18, 2014 petition date.

Georgetown RealCo requires Wick Phillips to:

   (a) advise the Debtor with respect to its powers, rights, and
       duties as a Chapter 11 debtor;

   (b) advise the Debtor with respect to the rights and remedies
       of the Estate's creditors and other parties in interest;

   (c) advise the Debtor with its responsibilities to the
       unsecured creditor body and to direct necessary
       communications with same, including attendance at meetings
       and negotiations with representatives of creditors, their
       counsel, and other parties-in-interest;

   (d) assist the Debtor in obtaining use of cash collateral
       and debtor-in-possession financing and other negotiations
       with secured creditors;

   (e) consult with the U.S. Trustee, any statutory committee that
       may be formed, and all other creditors and parties-in-
       interest concerning the administration of the Debtor's
       chapter 11 case;

   (f) conduct appropriate examinations of witnesses, claimants,
       and other parties in interest;

   (g) prepare all appropriate documents, pleadings, and other
       legal instruments required to be filed in this matter;

   (h) represent the Debtor in all proceedings before the
       Bankruptcy Court and in any other judicial or
       administrative proceedings in which the rights of the
       Debtor or its Estate may be affected;

   (i) advise the Debtor in connection with the formulation,
       solicitation, confirmation, and consummation of any plan or
       plan of reorganization which the Debtor may propose;

   (j) advise the Debtor in connection with any potential sale of
       assets; and

   (k) performing any other legal services which may be
       appropriate in connection with the continued operation of
       the Debtor's business in bankruptcy.

Wick Phillips will be paid at these hourly rates:

       Partners                         $375-$620
       Of Counsel                       $355-$395
       Associates/Staff Attorneys       $250-$395
       Paralegals/Legal Assistants      $120-$140

Wick Phillips will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Following payment for services rendered to and reimbursable
expenses incurred on behalf of the Debtor prior to the Petition
Date, Wick Phillips holds a retainer with a remaining balance of
$17,278.50.

Jonathan S. Covin, Esq., a partner of Wick Phillips, 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.

Wick Phillips can be reached at:

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

                       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.


MERRIMAN HOLDINGS: Marcum LLP Raises Going Concern Doubt
--------------------------------------------------------
Merriman Holdings, Inc., had a net loss of $3.99 million on $9.96
million of revenues in 2013, compared with a net loss of $6.87
million on $12.9 million of revenues in 2012, according to the
Form 10-K filed 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 recurring losses, negative cash flows from operations, and an
accumulated deficit as of Dec. 31, 2013, and 2012.

The Company's balance sheet at Dec. 31, 2013, showed $5.43 million
in total assets, $5.58 million in total liabilities, and a
stockholders' deficit of $147,000.

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

                       http://is.gd/oq81HW

San Francisco, California-based Merriman Holdings, Inc., is a
financial services holding company that provides capital markets
services, corporate services, and investment banking through its
wholly-owned operating subsidiary, Merriman Capital, Inc.  MC is
an investment bank and securities broker-dealer focused on fast
growing companies and institutional investors.


MOBILE MINI: Moody's Affirms B1 CFR & B2 Senior Unsecured Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family and B2
senior unsecured ratings of Mobile Mini, Inc. and revised the
rating outlook to positive.

Ratings Rationale

Mobile Mini's ratings are based on the company's strong market
position in the portable storage leasing industry in the U.S. and
the U.K., the long-term cash flow generating capacity from its
investment in long-lived mobile storage units, and its modest
near-term liquidity risks. Credit constraints include the firm's
limited alternate liquidity sources, reliance on secured funding,
and its concentrated exposure to the construction and retail
sectors. Moody's revised Mobile Mini's rating outlook to positive
to reflect the firm's improved financial performance and reduced
leverage, which is likely to be sustained over the intermediate
term.

Mobile Mini's financial performance has steadily improved in
recent quarters, reflecting higher trending lease yields and
utilization, partially offset by higher operating expenses. Mobile
Mini's pre-tax return on average managed assets in 2013 measured
4.5%, excluding a $38.7 million impairment charge for non-core
equipment, representing recovery from a low of 1.2% in 2010,
though still below the pre-recession average of 7.5%. Utilization
improved in 2013 to 65.8% after dipping to a low of 53.4% in 2010.
Rental rate increases introduced by the company in 2013 have
proven resilient, resulting in higher trending yields. Moody's
expects that Mobile Mini's low operating leverage and continued
prospects for improved utilization and lease yields position the
company for sustained margin and cash flow improvement.

Mobile Mini has used its strengthened free cash flow to repay
debt, significantly reducing leverage. Loans outstanding under the
firm's asset-based loan facility at December 31, 2013, totaled
$319 million, down by nearly half from $605 million at the closing
of its mid-2008 merger with Mobile Storage Group. As a result of
the debt repayments and strengthened earnings, Debt to EBITDA
improved to 3.7x (excluding impairment expense), versus a high of
7.7x at year-end 2008. Debt to Tangible Equity declined to 1.5x at
year end, versus 2.2x at year-end 2012. Moody's expects that
Mobile Mini will continue to prudently manage leverage going
forward.

Mobile Mini has satisfactory liquidity, considering the absence of
near-term debt maturities, strong cash flow and modest capital
expenditure requirements. However, Mobile Mini's funding profile
lacks diversity, due to its reliance on its $900 million ABL
facility, which matures in June 2017. While the company had ample
borrowing availability of $573.3 million at year end 2013, the
facility encumbers the firm's earning assets, which reduces
financial and operational flexibility.

An additional rating constraint concerns Mobile Mini's
concentrations in the construction and retail sectors. At year end
2013, retail and construction each comprised 36% of Mobile Mini's
customer base. The high cyclicality of these sectors contributed
to Mobile Mini's asset utilization and earnings weakness during
the recession and represents a continuing source of performance
risk.

Mobile Mini's ratings could be upgraded if, on a sustainable
basis, Debt to EBITDA further improves to 3.5x, tangible common
equity to tangible managed assets remains above 25%, and pre-tax
return on average managed assets continues to trend toward pre-
recession levels. Ratings could be downgraded if profitability
unexpectedly weakens or leverage increases.

Mobile Mini, Inc. is a Tempe, Arizona based provider of portable
storage solutions.


MOMENTIVE PERFORMANCE: Final DIP Hearing on May 15
--------------------------------------------------
Bankruptcy Judge Robert D. Drain on April 14 issued an interim
order authorizing Momentive Performance Materials Holdings Inc.
and its affiliated debtors to access up to $430 million of the
$570 million in debtor-in-possession financing led by J.P. Morgan
Securities LLC as lead arranger.

A summary of the DIP facilities was reported in the April 17
edition of the Troubled Company Reporter.  The DIP credit
facilities -- consisting of a $270 million asset-based revolving
facility ("DIP ABL Facility") and a $200 million term loan
facility -- will provide the necessary liquidity to fund, in
combination with the use of cash collateral, the Debtors'
operating, working capital and capital expenditure needs during
the course of the chapter 11 cases. The Debtors sought immediate
access to up to $130 million of the DIP ABL Facility and the
entire $300 million of the DIP Term Loan Facility on an interim
basis, which will be used to repay the Prepetition ABL Facility in
full and provide for the Debtors' immediate liquidity needs.

The Debtors were given interim authority to tap up to an aggregate
amount of $450 million in debtor in possession financing over the
objection from first-lien lenders who complained that the DIP loan
comes ahead of their debt and asked the Court to approve only
enough to continue operations until the final DIP hearing.  The
Interim DIP Loan approved by the Court is composed of $130 million
from an asset-based revolving facility and $300 million from a
term loan facility.

The Debtors also obtained interim authority to use the cash
collateral securing their prepetition indebtedness.

A Final DIP Hearing is set for May 15, 2014 at 9:30 a.m.,
prevailing Eastern time.  Objections are due May 8 at 12:00 p.m.

On April 14, the Company issued a news release announcing that the
Court provided interim authorization of the DIP ABL Facility and
the DIP Term Loan Facility.

          1. Amended and Restated Senior Secured Debtor-in-
             Possession and Exit Asset-Based Revolving Credit
             Agreement

On April 15, 2014, Holdings, the Company, Momentive Performance
Materials USA Inc. ("MPM USA"), as U.S. borrower, Momentive
Performance Materials GmbH ("MPM GmbH") and Momentive Performance
Materials Quartz GmbH ("MPM GmbH Quartz"), as German borrowers,
Momentive Performance Materials Nova Scotia ULC, as Canadian
borrower, the lenders party thereto, JPMorgan Chase Bank, N.A.
("JPMorgan"), as administrative agent, and JPMorgan, as collateral
agent entered into an amended and restated senior secured debtor-
in-possession and exit asset-based revolving credit agreement,
which amends and restates the asset-based revolving credit
agreement among Holdings, the Company, the Borrowers, the lenders
party thereto, JPMorgan, as administrative agent, and JPMorgan, as
collateral agent.  The DIP ABL Facility is currently being
syndicated and certain terms, including pricing, are subject to
change.

The DIP ABL Facility has a 12-month term unless, prior to the end
of such 12 month period, the Plan is confirmed pursuant to an
order entered by the Bankruptcy Court, in which case, the DIP ABL
Facility will terminate on the date of such confirmation, unless
the Company exercises its option to convert the DIP ABL Facility
into an exit facility, in which case, upon the effectiveness of
the exit facility, the term will be five years after such
effective date. Availability under the ABL Facility is $270
million, which is limited prior to the date that the Court issues
a final order approving the DIP ABL Facility. The DIP ABL Facility
is also subject to a borrowing base that is based on a specified
percentage of eligible accounts receivable and inventory and, in
certain foreign jurisdictions, machinery and equipment.

The DIP ABL Facility bears interest based on, at the Company's
option, an adjusted LIBOR rate plus an applicable margin of 2.75%
or an alternate base rate plus an applicable margin of 1.75%. In
addition to paying interest on outstanding principal under the DIP
ABL Facility, the Company will be required to pay a commitment fee
to the lenders in respect of the unutilized commitments at an
initial rate equal to 0.375% per annum, subject to adjustment
depending on the usage.

The DIP ABL Facility has a minimum EBITDA covenant calculated on a
cumulative basis beginning with May 1, 2014 and tested monthly as
of August 31, 2014 and a minimum liquidity covenant of $50 million
tested at the close of each business day.  The facility provides
that the EBITDA for the most recently ended Exit Test Period of
Intermediate Holdings shall be no less than $230 million.

The Exit Facility does not have any financial maintenance
covenants, other than a minimum fixed charge coverage ratio of 1.0
to 1.0 that would only apply if availability is less than the
greater of (a) 12.5% of the lesser of the borrowing base and the
total DIP ABL Facility commitments at such time and (b) $27
million.  The fixed charge coverage ratio under the agreement
governing the DIP ABL Facility is defined as the ratio of (a)
Adjusted EBITDA minus non-financed capital expenditures and cash
taxes to (b) debt service plus cash interest expense plus certain
restricted payments, each measured on a last twelve months basis.

The DIP ABL Facility is secured by, among other things, first-
priority liens on most of the inventory and accounts receivable
and related assets of the Company, its domestic subsidiaries and
certain of its foreign subsidiaries, and, in the case of certain
foreign subsidiaries, machinery and equipment (the "DIP ABL
Priority Collateral"), and second-priority liens on certain
collateral that generally includes most of the Company's, its
domestic subsidiaries' and certain of its foreign subsidiaries'
assets other than DIP ABL Priority Collateral (the "DIP Term Loan
Priority Collateral"), in each case subject to certain exceptions
and permitted liens.

          2. Reaffirmation Agreement

In connection with the DIP ABL Facility, on April 15, the Company
entered into a reaffirmation agreement among Holdings, the
Company, the Borrowers, the other domestic subsidiaries of the
Company party thereto, certain foreign subsidiaries of the Company
party thereto and the DIP ABL Collateral Agent, pursuant to which
the parties thereto reaffirmed that the guarantees and security
interests that secured the Prepetition ABL Facility remain in
place and guarantee and secure the DIP ABL Facility for the
benefit of the secured parties under the DIP ABL Facility.

     3. Senior Secured Debtor-in-Possession Term Loan Agreement

On April 15, the Company entered into a senior secured debtor-in-
possession term loan agreement among Holdings, the Company, MPM
USA, the lenders party thereto, JPMorgan, as administrative agent,
and JPMorgan, as collateral agent.  The DIP Term Loan Facility was
used in part to repay in full the outstanding obligations under
the Prepetition ABL Facility. The DIP Term Loan Facility is
currently being syndicated and certain terms, including pricing,
are subject to change.

The DIP Term Loan Facility has a 12-month term, unless prior to
the end of such 12 month period, the Plan is confirmed pursuant to
an order entered by the Bankruptcy Court, in which case, the DIP
Term Loan Facility will terminate on the date of such
confirmation. The amount committed and made available under the
DIP Term Loan Facility is $300 million. The DIP Term Loan Facility
bears interest based on, at the Company's option, an adjusted
LIBOR rate plus an applicable margin of 4.00% or an alternate base
rate plus an applicable margin of 3.00%.

The DIP Term Loan Facility has a minimum EBITDA covenant
calculated on a cumulative basis beginning with May 1, 2014 and
tested monthly as of August 31, 2014 and a minimum liquidity
covenant of $50 million tested at the close of each business day.

Specifically, the Debtors agree not to permit cumulative EBITDA of
Momentive Performance Materials Inc., for the relevant time
periods below to be less than the levels shown below for such
relevant time periods, on a cumulative basis beginning with May 1,
2014 , to be tested monthly on the last day of each month
commencing as of the last day of August 31, 2014:

                                       Minimum consolidated
        Test Period                           EBITDA
        -----------                    --------------------
   May 1, 2014 ? August 31, 2014            $62.4 million
   May 1, 2014 ? September 30, 2014         $80.9 million
   May 1, 2014 ? October 31, 2014           $95.2 million
   May 1, 2014 ? November 30, 2014         $111.2 million
   May 1, 2014 ? December 31, 2014         $126.3 million
   May 1, 2014 ? January 31, 2014          $140.1 million
   May 1, 2014 ? February 28, 2015         $156.9 million
   May 1, 2014 ? March 31, 2015            $174.6 million
   May 1, 2014 ? April 30, 2015            $189.6 million

The security arrangements for the DIP Term Loan Facility include
first-priority liens on the DIP Term Loan Priority Collateral
owned by the Company and its domestic subsidiaries and second-
priority liens on the DIP ABL Priority Collateral owned by the
Company and its domestic subsidiaries, which are junior to the DIP
ABL Facility, in each case subject to certain exceptions and
permitted liens.

          4. Collateral Agreement

In connection with the DIP Term Loan Facility, on April 15, the
Company entered into a collateral agreement among Holdings, the
Company, MPM USA, the other domestic subsidiaries of the Company
party thereto and the DIP Term Loan Collateral Agent, pursuant to
which the DIP Term Loan Obligors granted a security interest in
certain collateral to the DIP Term Loan Collateral Agent for the
benefit of the secured parties under the DIP Term Loan Facility.

          5. Guarantee Agreement

In connection with the DIP Term Loan Facility, on April 15, the
Company entered into a guarantee agreement among the DIP Term Loan
Obligors and the DIP Term Loan Collateral Agent, pursuant to which
the DIP Term Loan Obligors guaranteed the obligations of the
Borrower under the DIP Term Loan Credit Agreement and the other
loan documents and the other DIP Term Loan Guarantors under the
loan documents.

          6. DIP Financing Intercreditor Agreement

In connection with the DIP ABL Facility and the DIP Term Loan
Facility, on April 15, the Company entered into a DIP financing
intercreditor agreement among Holdings, the Company, the
Borrowers, the other subsidiaries of the Company party thereto,
the DIP ABL Collateral Agent and the DIP Term Loan Collateral
Agent. The DIP Intercreditor Agreement governs the relative rights
of the DIP ABL Secured Parties and the DIP Term Loan Secured
Parties, and certain other matters relating to priority and the
administration and enforcement of security interests.

                   Objections to Final DIP Order

Any party-in-interest objecting to the final approval of the DIP
financing must serve and file written objections to the Court and
these entities:

     (a) Willkie Farr & Gallagher LLP
         787 Seventh Avenue
         New York, NY 10019
         Attention: Matthew A. Feldman, Esq.
                    Paul V. Shalhoub, Esq.
         Attorneys for the Debtors

     (b) SIMPSON THACHER & BARTLETT LLP
         425 Lexington Avenue
         New York, NY 10017
         Attention: Steven Fuhrman, Esq.
                    Kathrine A. McLendon, Esq.
                    Nicholas Baker, Esq.
         Attorneys for the DIP Agents and the Cash Flow Agents

     (c) SIMPSON THACHER & BARTLETT LLP
         425 Lexington Avenue
         New York, NY 10017
         Attention: Peter Pantaleo, Esq.
         Attorneys for the Prepetition ABL Agent

     (d) EMMET, MARVIN & MARTIN, LLP
         120 Broadway, 32nd Floor
         New York, NY 10271
         Attention: Edward P. Zujkowski, Esq.

              - and -

         DECHERT LLP
         1095 Avenue of the Americas
         New York, NY 10036
         Attention: Michael J. Sage, Esq.
         Attorneys for the First Lien Indenture Trustee

     (e) ROPES & GRAY LLP
         1211 Avenue of the Americas
         New York, NY 10036
         Attention: Mark R. Somerstein
         Attorneys for the 1.5 Lien Indenture Trustee

     (f) Attorneys for the Second Lien Indenture Trustee;

     (g) counsel to any Committee

     (h) AKIN GUMP STRAUSS HAUER & FELD LLP
         One Bryant Park
         New York, NY 10036
         Attention: Ira S. Dizengoff, Esq.
                    Philip C. Dublin
         Attorneys for Apollo

     (i) MILBANK, TWEED, HADLEY & MCCLOY LLP
         1 Chase Manhattan Plaza
         New York, NY 10005
         Attention: Dennis F. Dunne, Esq.
                    Samuel A. Khalil, Esq.
         Attorneys for the Ad Hoc Group of Second Lien
         Noteholders; and

     (j) the Office of the U.S. Trustee

                        Amendment to RSA

As reported by the Troubled Company Reporter, the Company entered
into a Restructuring Support Agreement, dated as of April 13,
2014, among the Company, Holdings, the Filing Subsidiaries,
certain affiliates of Apollo Global Management, LLC and certain
holders of 9% Second-Priority Springing Lien Notes due 2021 and
9.5% Second-Priority Springing Lien Notes due 2021 that are not
Apollo Entities, providing that the Plan Support Parties, which
hold approximately 85% in dollar amount of the Second Lien Notes,
will support, and vote in favor of, a Chapter 11 plan to be
proposed by the Debtors.  The Plan Support Parties have agreed,
subject to definitive documentation, to backstop the $600 million
rights offering in exchange for a fee, payable in new equity, of
an additional 5% of the Rights Offering Amount. This fee is
payable in kind at the closing of the rights offering, or in cash
if the Debtors terminate the backstop commitment.

On April 16, 2014, the Company entered into the First Amendment to
Restructuring Support Agreement, providing that if any Plan
Support Party transfers any claims to a "Qualified Marketmaker,"
the Qualified Marketmaker is not required to become a Consenting
Noteholder so long as the Qualified Marketmaker subsequently
transfers such claims to a party that is or becomes a Consenting
Noteholder. Further, if a Consenting Noteholder is acting solely
in its capacity as a Qualified Marketmaker, it may transfer claims
that it acquires from a party that is not a Consenting Noteholder
to another party that is not a Consenting Noteholder, without the
requirement that the transferee become a Consenting Noteholder.

A copy of the Restructuring Support Agreement, dated as of April
13, 2014, among Momentive Performance Materials Holdings Inc.,
Momentive Performance Materials Inc., each of their direct and
indirect domestic subsidiaries party thereto and certain holders
of the Second Lien Notes party thereto, is available at
http://is.gd/H66tIe

A copy of the First Amendment to Restructuring Support Agreement,
dated as of April 16, 2014, among Momentive Performance Materials
Holdings Inc., Momentive Performance Materials Inc., each of their
direct and indirect domestic subsidiaries party thereto and
certain holders of the Second Lien Notes party thereto, is
available at http://is.gd/ySGEHT

A copy of the Amended and Restated Senior Secured Debtor-in-
Possession and Exit Asset-Based Revolving Credit Agreement, dated
as of April 15, 2014, among Momentive Performance Materials
Holdings Inc., Momentive Performance Materials Inc., Momentive
Performance Materials USA Inc., as U.S. borrower, Momentive
Performance Materials GmbH and Momentive Performance Materials
Quartz GmbH, as German borrowers, Momentive Performance Materials
Nova Scotia ULC, as Canadian borrower, the lenders party thereto,
JPMorgan Chase Bank, N.A., as administrative agent for the
lenders, and the other parties named therein, is available at
http://is.gd/EULkTS

A copy of the Reaffirmation Agreement, dated as of April 15, 2014,
among Momentive Performance Materials Holdings Inc., Momentive
Performance Materials Inc., Momentive Performance Materials USA
Inc., as U.S. borrower, Momentive Performance Materials GmbH and
Momentive Performance Materials Quartz GmbH, as German borrowers,
Momentive Performance Materials Nova Scotia ULC, as Canadian
borrower, and JPMorgan Chase Bank, N.A., as administrative and
collateral agent, is available at http://is.gd/jQgXlB

A copy of the Senior Secured Debtor-in-Possession Term Loan
Agreement, dated as of April 15, 2014, by and among Momentive
Performance Materials Holdings Inc., Momentive Performance
Materials Inc., Momentive Performance Materials USA Inc., as
borrower, the lenders party thereto and JPMorgan Chase Bank, N.A.,
as administrative agent and collateral agent, is available at
http://is.gd/EIR4t0

A copy of the Collateral Agreement, dated as of April 15, 2014,
among Momentive Performance Materials Holdings Inc., Momentive
Performance Materials Inc., each Subsidiary Loan Party party
thereto and JPMorgan Chase Bank, N.A., as collateral agent, is
available at http://is.gd/WZcl10

A copy of the Guarantee Agreement, dated as of April 15, 2014,
among Momentive Performance Materials Holdings Inc., Momentive
Performance Materials Inc., each Subsidiary Loan Party identified
therein and JPMorgan Chase Bank, N.A., as administrative agent, is
available at http://is.gd/tpndd9

A copy of the DIP Financing Intercreditor Agreement, dated as of
April 15, 2014, among JPMorgan Chase Bank, N.A., as administrative
and collateral agent for the ABL secured parties, JPMorgan Chase
Bank, N.A., as administrative agent and collateral agent for the
term loan secured parties, and Momentive Performance Materials
Holdings Inc., Momentive Performance Materials Inc. and each of
its subsidiaries signatory thereto, is available at
http://is.gd/bkq2yx

                   About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and various affiliates sought Chapter 11
protection on April 14, 2014, with a deal with noteholders on a
balance-sheet restructuring.  The lead case is MPM Silicones LLC,
Case No. 14-22503 (Bankr. S.D.N.Y.)

The Debtors entered into a Restructuring Support Agreement, dated
as of April 13, 2014, with certain affiliates of Apollo Global
Management, LLC and certain holders of 9% Second-Priority
Springing Lien Notes due 2021 and 9.5% Second-Priority Springing
Lien Notes due 2021 that are not Apollo Entities, providing that
the Plan Support Parties, which hold approximately 85% in dollar
amount of the Second Lien Notes, will support, and vote in favor
of, a Chapter 11 plan to be proposed by the Debtors.  The Plan
Support Parties have agreed, subject to definitive documentation,
to backstop the $600 million rights offering in exchange for a
fee, payable in new equity, of an additional 5% of the Rights
Offering Amount.  This fee is payable in kind at the closing of
the rights offering, or in cash if the Debtors terminate the
backstop commitment.

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

Bankruptcy Judge Robert Drain presides over the cases.  The
Debtors have tapped Matthew A. Feldman, Esq. and Paul V. Shalhoub,
Esq., at Willkie Farr & Gallagher LLP as bankruptcy counsel with
regard to the filing and prosecution of the chapter 11 cases;
Sidley Austin LLP as special litigation counsel; Moelis & Company
LLC as financial advisor and investment banker; AlixPartners, LLP
as restructuring advisor; PricewaterhouseCoopers as auditor; and
Crowe Horwath LLP as benefit plan auditor.  Kurtzman Carson
Consultants LLC is the notice and claims agent.

Simpson Thacher & Bartlett LLP's Steven Fuhrman, Esq., Kathrine A.
McLendon, Esq. and Nicholas Baker, Esq., represent the DIP Agents
and the Cash Flow Agents.  Simpson Thacher's Peter Pantaleo, Esq.,
represents the Prepetition ABL Agent.

Emmet, Marvin & Martin, LLP's Edward P. Zujkowski, Esq., and
Dechert LLP's Michael J. Sage, Esq., represent the First Lien
Indenture Trustee.  Ropes & Gray LLP's Mark R. Somerstein argues
for the 1.5 Lien Indenture Trustee.  Akin Gump Strauss Hauer &
Feld LLP's Ira S. Dizengoff, Esq., and Philip C. Dublin, Esq.,
argue for Apollo. Milbank, Tweed, Hadley & McCloy LLP's Dennis F.
Dunne, Esq., and Samuel A. Khalil, Esq., argue for the Ad Hoc
Group of Second Lien Noteholders.


MOMENTIVE PERFORMANCE: 7-Member Panel Named, Hires Klee Tuchin
--------------------------------------------------------------
William K. Harrington, United States Trustee for Region 2,
pursuant to Sections 1102(a) and (b) of the Bankruptcy Code,
appointed these unsecured creditors that are willing to serve to
the Official Committee of Unsecured Creditors of MPM Silicones,
LLC and affiliated debtors:

     1. US Bank National Association, as Indenture Trustee
        Global Corporate Trust Services
        100 Wall Street, Suite 1600
        New York, NY 10005
        Attention: James E. Murphy, Vice President
        Telephone: (212) 951-8529
        Email: James.Murphy3@usbank.com

     2. BlueMountain Credit Alternatives Master Fund L.P.
        280 Park Avenue - 12th Floor
        New York, NY 10017
        Attention: Mark P. Kronfeld, Managing Director
        Telephone: (212) 905-2186
        Email: mkronfeld@bmcm.com

     3. Aurelius Capital Partners, LP
        535 Madison Avenue - 22nd Floor
        New York, NY 10022
        Attention: Dan Gropper
        Telephone: (646) 445-6570
        Email: dgropper@aurelius-capital.com

     4. Globe Specialty Metals
        One Penn Plaza, Suite 4125
        250 West 34th Street
        New York, NY 10119
        Attention: Gaurav Mehta, Managing Director
        Telephone: (212) 798-8136
        Email: gmehta@glbsm.com

     5. Fischback USA Inc.
        900 Peterson Drive
        Elizabethtown, KY 42701
        Attention: Kirk Chadwick
        Telephone: (270) 505-1243
        Email: kirk.chadwick@fi-usa.com

     6. Pension Benefit Guaranty Corporation
        1200 K Street, N.W.
        Washington, D.C. 20005
        Attention: Thea D. Davis, Attorney
        Telephone: (202) 326-4070, ext. 3166
        Email: davis.thea@pbgc.gov

     7. IUE-CWA, AFL-CIO
        P.O. Box 24366
        Rochester, New York 14624
        Attention: Joseph Giffi
        Telephone: (585) 797-4328
        Email: jgiffi@iue-cwa.org

The U.S. Trustee is represented in the case by:

       Brian S. Masumoto, Esq.
       Trial Attorney
       U.S. Department of Justice
       Office of the United States Trustee
       U.S. Federal Office Building
       201 Varick Street, Room 1006
       New York, NY 10014
       Tel: (212) 510-0500
       Fax: (212) 668-2255

The Proposed Counsel to the Committee are:

       Kenneth N. Klee, Esq.
       Lee R. Bogdanoff, Esq.
       Whitman L. Holt, Esq.
       KLEE, TUCHIN, BOGDANOFF & STERN LLP
       1999 Avenue of the Stars, 39th Floor
       Los Angeles, CA 90067
       Telephone: (310) 407-4000
       Facsimile: (310) 407-9090
       E-mail: kklee@ktbslaw.com
               lbogdanoff@ktbslaw.com
               wholt@ktbslaw.com

                   About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and various affiliates sought Chapter 11
protection on April 14, 2014, with a deal with noteholders on a
balance-sheet restructuring.  The lead case is MPM Silicones LLC,
Case No. 14-22503 (Bankr. S.D.N.Y.)

The Debtors entered into a Restructuring Support Agreement, dated
as of April 13, 2014, with certain affiliates of Apollo Global
Management, LLC and certain holders of 9% Second-Priority
Springing Lien Notes due 2021 and 9.5% Second-Priority Springing
Lien Notes due 2021 that are not Apollo Entities, providing that
the Plan Support Parties, which hold approximately 85% in dollar
amount of the Second Lien Notes, will support, and vote in favor
of, a Chapter 11 plan to be proposed by the Debtors.  The Plan
Support Parties have agreed, subject to definitive documentation,
to backstop the $600 million rights offering in exchange for a
fee, payable in new equity, of an additional 5% of the Rights
Offering Amount.  This fee is payable in kind at the closing of
the rights offering, or in cash if the Debtors terminate the
backstop commitment.

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

Bankruptcy Judge Robert Drain presides over the cases.  The
Debtors have tapped Matthew A. Feldman, Esq. and Paul V. Shalhoub,
Esq., at Willkie Farr & Gallagher LLP as bankruptcy counsel with
regard to the filing and prosecution of the chapter 11 cases;
Sidley Austin LLP as special litigation counsel; Moelis & Company
LLC as financial advisor and investment banker; AlixPartners, LLP
as restructuring advisor; PricewaterhouseCoopers as auditor; and
Crowe Horwath LLP as benefit plan auditor.  Kurtzman Carson
Consultants LLC is the notice and claims agent.

Simpson Thacher & Bartlett LLP's Steven Fuhrman, Esq., Kathrine A.
McLendon, Esq. and Nicholas Baker, Esq., represent the DIP Agents
and the Cash Flow Agents.  Simpson Thacher's Peter Pantaleo, Esq.,
represents the Prepetition ABL Agent.

Emmet, Marvin & Martin, LLP's Edward P. Zujkowski, Esq., and
Dechert LLP's Michael J. Sage, Esq., represent the First Lien
Indenture Trustee.  Ropes & Gray LLP's Mark R. Somerstein argues
for the 1.5 Lien Indenture Trustee.  Akin Gump Strauss Hauer &
Feld LLP's Ira S. Dizengoff, Esq., and Philip C. Dublin, Esq.,
argue for Apollo. Milbank, Tweed, Hadley & McCloy LLP's Dennis F.
Dunne, Esq., and Samuel A. Khalil, Esq., argue for the Ad Hoc
Group of Second Lien Noteholders.


MOMENTIVE PERFORMANCE: Files First Amendment to Plan Support Deal
-----------------------------------------------------------------
Momentive Performance Materials Inc. and its debtor affiliates
filed with the U.S. Bankruptcy Court for the Southern District of
New York a first amendment to the restructuring support agreement
to modify Section 8.1 of the RSA.  A full-text copy of the First
Amendment is available at:

         http://bankrupt.com/misc/MOMENTIVErsa10416.pdf

The key terms of the RSA include a $600 million rights offering,
which will provide a significant equity infusion to the Company,
along with the securing of commitments for $1.3 billion of exit
financing.  The RSA has been supported by holders owning
approximately 85% of the company's Second Lien Notes.

                   About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.


MOMENTIVE PERFORMANCE: Has Interim OK to Pay Trade Creditors
------------------------------------------------------------
MPM Silicones, LLC, et al., sought and obtained interim authority
from the U.S. Bankruptcy Court for the Southern District of New
York to pay trade claims in an amount not to exceed $21 million.

The deadline by which objections to the Motion and the Final Order
must be filed is May 8, 2014.  The Court will hold a final hearing
on the Motion, if required, on May 15, at 9:30 a..m. (prevailing
Eastern Time). If no objections are filed to the Motion and entry
of the Final Order on or before the Objection Deadline, the Court
may enter the Final Order without further notice or a hearing.

                   About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.


MT. GOX: Tokyo Court Orders Commencement of Liquidation
-------------------------------------------------------
Takashi Mochizuki, writing for The Wall Street Journal, reported
that collapsed bitcoin exchange Mt. Gox said that a Tokyo court
had told it to begin liquidation proceedings.

"At 5 p.m on April 24, the Tokyo District Court issued an order of
commencement of the bankruptcy proceedings for Mt. Gox," the
report cited a statement signed by the exchange and by court-
appointed trustee Nobuaki Kobayashi.

According to the report, blaming hacking attacks for losing
850,000 bitcoins worth half a billion dollars, the exchange in
February filed for court-let rehabilitation proceedings. But faced
with difficulties in implementing the required steps, Mt. Gox
asked the court last week to allow it to go into liquidation, with
the court accepting the request and scrapping the rehabilitation
filing.

In the statement, Mr. Kobayashi said he would investigate the lost
bitcoins and cash "to the extent possible through its asset
administration," the report related.

For the exchange's 127,000 creditors, liquidation is no better
than rehabilitation, the report further related.  Last week, a
group of U.S. investors launched savegox.com, a website aimed at
persuading Mr. Kobayashi and the court to let investors take over
the company and reorganize it.

                          About Mt. Gox

Bitcoin exchange MtGox Co., Ltd., filed a petition under Chapter
15 of the U.S. Bankruptcy Code on March 9, 2014, days after the
company sought bankruptcy protection in Japan.  The bankruptcy in
Japan came after the bitcoin exchange lost 850,000 bitcoins valued
at about $475 million "disappeared."

The Japanese bitcoin exchange that halted trading in February
2014. It filed for bankruptcy protection in the U.S. to prevent
customers from targeting the cash it holds in U.S. bank accounts.

The Chapter 15 case is In re MtGox Co., Ltd., Case No. 14-31229
(Bankr. N.D. Tex.).  The Chapter 15 Petitioner is Robert Marie
Mark Karpeles, the company's chief executive officer.  Mr.
Karpeles is represented by John E. Mitchell, Esq., and David
William Parham, Esq., at BAKER & MCCKENZIE LLP, in Dallas, Texas.

The company said it has estimated assets of $10 million to $50
million and debts of $50 million to $100 million.


NETWORK CN: Widens Loss to $3.89-Mil. in 2013
---------------------------------------------
Network CN Inc. had a net loss of $3.89 million on $891,000 of
revenues in 2013, compared with a net loss of $1.21 million on
$1.84 million of revenues in 2012, according to a filing with the
U.S. Securities and Exchange Commission.

Union Power HK CPA Limited expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has incurred net losses of $3.88 million, $1.21 million
and $2.10 million for the years ended Dec. 31, 2013, 2012 and 2011
respectively.  Additionally, the Company used net cash in
operating activities of $680,000, $583,000 and $388,000 for 2013,
2012 and 2011, respectively.  As of Dec. 31, 2013, and 2012, the
Company recorded stockholders' deficits of $7.66 million and $4.03
million, respectively.

The Company's balance sheet at Dec. 31, 2013, showed $1.29 million
in total assets against $8.95 million in total liabilities.

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

                        http://is.gd/aoeZPO

                         About Network CN

Causeway Bay, Hong Kong-based Network CN Inc. provides out-of-home
advertising in China, primarily serving the needs of branded
corporate customers.


NEWLEAD HOLDINGS: MGP Asks 5.8 Million Add'l Settlement Shares
--------------------------------------------------------------
MG Partners Limited, on April 15, 2014, requested 1,100,000
additional settlement shares, on April 16, 2014, MGP requested
2,200,000 additional settlement shares, and on April 17, 2014, MGP
requested 2,500,000 additional settlement shares, pursuant to the
terms of a settlement agreement with NewLead Holdings Ltd.
Following the issuances of the above amounts, the Company will
have approximately 33,013,274 shares outstanding, which
outstanding amount includes recent share issuances related to
partial exercises of outstanding warrants and partial conversions
of outstanding preferred stock.

On Dec. 2, 2013, the Supreme Court of the State of New York,
County of New York, entered an order approving, among other
things, the fairness of the terms and conditions of an exchange
pursuant to Section 3(a)(10) of the Securities Act of 1933, as
amended, in accordance with a stipulation of settlement among
NewLead Holdings Ltd., Hanover Holdings I, LLC, and MG Partners
Limited, in the matter entitled Hanover Holdings I, LLC v. NewLead
Holdings Ltd., Case No. 160776/2013.  Hanover commenced the Action
against the Company on Nov. 19, 2013, to recover an aggregate of
$44,822,523 of past-due indebtedness of the Company, which Hanover
had purchased from certain creditors of the Company pursuant to
the terms of separate purchase agreements between Hanover and each
of those creditors.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on Dec. 2, 2013, the Company issued and delivered to MGP,
as Hanover's designee, 175,000 shares of the Company's common
stock, $0.01 par value.

Between Jan. 3, 2014, and April 11, 2014, the Company issued and
delivered to MGP an aggregate of 7,110,000 (adjusted to give
effect to a 1 for 10 reverse stock split effective March 6, 2014)
Additional Settlement Shares pursuant to the terms of the
Settlement Agreement approved by the Order.

A full-text copy of the Form 6-K report is available at:

                        http://is.gd/MxprDM

                      About NewLead Holdings

Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels.  NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings.  NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.

Newlead Holdings incurred a net loss of $403.92 million on $8.92
million of operating revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $290.39 million on $12.22 million of
operating revenues for the year ended Dec. 31, 2011.  The Company
incurred a net loss of $86.34 million on $17.43 million of
operating revenues in 2010.

As of June 30, 2013, the Company had $84.27 million in total
assets, $166.18 million in total liabilities and a $81.91 million
total shareholders' deficit.

                        Going Concern Doubt

PricewaterhouseCoopers S.A., in Athens, Greece, 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 a net loss, has negative cash flows
from operations, negative working capital, an accumulated deficit
and has defaulted under its credit facility agreements resulting
in all of its debt being reclassified to current liabilities, all
of which raise substantial doubt about its ability to continue as
a going concern.


NEW FARMERS BUILDING: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: New Farmers Building Corporation
        2810 Hoitt Avenue
        Knoxville, TN 37917

Case No.: 14-31328

Chapter 11 Petition Date: April 23, 2014

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Judge: Hon. Richard Stair Jr.

Debtor's Counsel: Thomas Lynn Tarpy, Esq.
                  TARPY, COX, FLEISHMAN & LEVEILLE, PLLC
                  1111 Northshore Drive
                  Landmark Tower North, Suite N-290
                  Knoxville, TN 37919
                  Tel: (865) 588-1096
                  Fax: (865) 588-1171
                  Email: ltarpy@tcflattorneys.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kim Mullins, president.

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


ON ASSIGNMENT: S&P Raises CCR to 'BB' on Reduced Debt Leverage
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Calabasas, Calif.-based staffing company On Assignment
Inc. to 'BB' from 'BB-'.  The outlook is stable.

At the same time, S&P revised the recovery rating on the company's
senior secured credit facilities to '2', indicating its
expectation for substantial (70%-90%) recovery in the event of a
payment default from '3' (50%-70% recovery expectation).  S&P
subsequently raised its issue-level rating on this debt to 'BB+'
from 'BB-'.

The recovery rating revision reflects S&P's expectation for
slightly better recovery prospects, given its estimate of lower
secured debt outstanding under its simulated default scenario,
following the $82.5 million add-on to the more rapidly amortizing
term loan A and repayment with the proceeds of term loan B.

"The upgrade reflects our expectation that the business outlook
for information technology staffing services will remain
favorable, which should result in a continued reduction in debt
leverage," said Standard & Poor's credit analyst Hal Diamond.

S&P expects that the company will maintain debt leverage below
2.5x over the intermediate term, despite an acquisition
orientation, due to moderate discretionary cash flow generation
and periodic use of common stock to pay for a portion of large
acquisitions.  S&P also expects that management would seek to
deleverage following a large acquisition by applying the majority
of discretionary cash flow to debt reduction.

The 'BB' corporate credit rating reflects S&P's assessment of the
business risk profile as "weak" and the financial risk profile as
"intermediate."  The company's "weak" business risk profile
reflects S&P's assessment of its niche market position in the
highly competitive and fragmented professional staffing industry
as well as the risks related to managing its acquisition pace and
brisk organic growth.


OVERSEAS SHIPHOLDING: Recanati et al. Disclose Equity Stake
-----------------------------------------------------------
Oudi Recanati et al. filed a Schedule 13D/A (Amendment No. 16)
with the Securities and Exchange Commission disclosing their
equity stake in Overseas Shipholding Group, Inc.

On April 21, 2014, the Recanati Family Stockholders entered into a
Termination Agreement, pursuant to which the Recanati Family
Stockholders agreed to terminate an Amended and Restated
Stockholders Agreement, and Diane Recanati, Oudi Recanati and the
Starec Trust agreed to terminate the Separate Stockholders
Agreement, and as a result, the Recanati Family Stockholders are
no longer deemed to share the power to vote or the power to
dispose of their shares of OSG Common Stock.

Following the Termination Agreement, each of Diane Recanati,
Grantchester, LLC, the Diane Recanati Trust, Oudi Recanati, the
Eagle Corporation, Leon Recanati, Yudith Yovel Recanati, Gandyr
Nadlan Ltd., Ariel Recanati, Leon (Lenny) Recanati, David
Recanati, Michael Recanati, the SEAVIEW Trust and the Starec Trust
ceased to be a beneficial owner of more than 5% of OSG Common
Stock on April 21, 2014.

Following the Termination Agreement:

     -- Diane Recanati may be deemed to beneficially have sole
voting and dispositive power over 637,390 shares of Common Stock
held by Granchester, LLC, which represents 2.08% of the Common
Stock outstanding, and 7,500 shares of Common Stock held by the
Diane Recanati Trust, which represents 0.02% of the Common Stock
outstanding, for a total of 644,890 shares of Common Stock, which
represents 2.10% of the Common Stock outstanding;

     -- Oudi Recanati has sole voting and dispositive power over
1,310,356 shares of Common Stock, which represents 4.27% of the
Common Stock outstanding, and may be deemed to beneficially have
sole voting and dispositive power over an additional 148,198
shares of Common Stock held by Eagle Corporation, which represents
0.48% of the Common Stock outstanding, for a total of 1,458,554
shares of Common Stock, which represents 4.75% of the Common Stock
outstanding;

     -- Leon Recanati has sole voting and dispositive power over
603,931 shares of Common Stock, which represents 1.97% of the
Common Stock outstanding;

     -- Yudith Yovel Recanati has sole voting and dispositive
power over 627,964 shares of Common Stock, which represents 2.05%
of the Common Stock outstanding, and may be deemed to beneficially
have sole voting and dispositive power over an additional 25,000
shares of Common Stock held by Gandyr Nadlan Ltd., which
represents 0.08% of the Common Stock outstanding, for a total of
652,964 shares of Common Stock, which represents 2.12% of the
Common Stock outstanding;

     -- Ariel Recanati has sole voting and dispositive power over
76,179 shares of Common Stock, which represents 0.25% of the
Common Stock outstanding;

     -- David Recanati has sole voting and dispositive power over
153,879 shares of Common Stock, which represents 0.50% of the
Common Stock outstanding;

     -- Michael Recanati has sole voting and dispositive power
over 16,368 shares of Common Stock, which represents 0.05% of the
Common Stock outstanding;

     -- the SEAVIEW Trust has sole voting and dispositive power
over 246,812 shares of Common Stock, which represents 0.80% of the
Common Stock outstanding; and

     -- Leon (Lenny) Recanati and the Starec Trust no longer hold
any shares of Common Stock.

                   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.


PEM THISTLE: Court Dismisses Case, Debtor Seeks Reconsideration
---------------------------------------------------------------
DOF IV Reit Holdings, LLC, moved for the dismissal of the
bankruptcy case of PEM Thistle Landing TIC 23, LLC.

DOF IV is the Debtor's secured lender by assignment.  The Debtor
is one of the 31 tenants-in-common of the commercial property
known as Thistle Landing.  Two of the TICs borrowed almost $40
million from PNC Bank, N.A., which later reassigned the loan to
DOF IV.  The loan is secured by the Property.  However, as the
TICs and the Debtor failed to make payments on the loan by early
2013, DOF IV commenced a non-judicial foreclosure sale on the
Property.

After due deliberation, in a ruling entered in early April, Judge
Kevin Gross dismissed the case without prejudice.

"The fatal flaw in Debtor's case is that as a tenant-in-common
with less than a one percent interest, it cannot bind or do the
bidding of the non-debtor TICs (owning interests of more than
99%).  The Debtor cannot force DOF IV to restructure the Security
Interest.  As a result, Debtor cannot establish a "reasonable
possibility of a successful reorganization within a reasonable
time," the judge said in a Memorandum Opinion dated April 2, 2014.

However, the Court finds that Debtor did not file the case in bad
faith.  "The Debtor filed the case in the face of foreclosure to
save the Property after DOF IV refused to negotiate.  While the
Court disagrees with Debtor's legal right to have filed the
bankruptcy petition, Debtor did so for a valid business purpose,
i.e., to preserve its sole asset under pressure of foreclosure.
Under such circumstances, a bad faith finding would be
inappropriate. Dismissal on the ground of bad faith should be
reserved for cases of clear abuse," the judge held.

                 Debtor Seeks Reconsideration

The Debtor is asking the Court to reconsider the Dismissal Order
for the limited purposes of (1) withdrawing the Plan, and (2)
seeking immediate authority to sell the Property.

The Debtor says it has no intention of submitting another plan to
the Court.

After dismissal, it determined that a sale process was the best
way to proceed.  At this time, the Debtor discloses, at least five
potential purchasers have presented offers to purchase the
Property, with several of such offers in excess of the secured
claim of DOF.

At least one of the purchasers, Lincoln Property Company, is
immediately prepared to close on an all-cash purchase of the
Property for $39.75 million and is willing to effectuate such
purchase through the Chapter 11 case, according to the Debtor.

                       About PEM Thistle

PEM Thistle Landing TIC 23, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Del. Case No. 13-13273) in Delaware on
Dec. 17, 2013.

The Debtor is a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B) and its principal asset is located at 4801 East
Thistle Landing Drive, in Phoenix, Arizona.

Kathleen Mellor and Richard Mellor own 100% of the outstanding
membership interests in the Debtor.  Ms. Mellor, as director,
signed the bankruptcy petition.

Kevin Scott Mann, Esq., at Cross & Simon, LLC, in Wilmington,
Delaware, serves as local counsel.  The board resolution
authorizing the bankruptcy filing says that the Debtor is
authorized to hire the law firm of Freeborn & Peters LLP as
general bankruptcy counsel.

Judge Kevin Gross presides over the case.

The U.S. Trustee has not appointed an official Committee of
unsecured creditor.


PETRON ENERGY: Amends 300 Million Shares Prospectus
---------------------------------------------------
Petron Energy II, Inc., amended its registration statement on Form
S-1 relating to the offering of 300,000,000 shares of the
Company's common stock that the Company will put to CPUS Income
Group LLC pursuant to that certain investment agreement.  The
Investment Agreement was entered into on Dec. 13, 2013.  The
Company amended the registration statement to delay its effective
date.  A copy of the Form S-1/A is available for free at:
http://is.gd/iH81Lg

                        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.


PILOT TRAVEL: S&P Revises Outlook to Stable & Affirms 'BB' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
Knoxville, Tenn.-based travel center operator Pilot Travel Centers
LLC to stable from negative.  S&P affirmed its ratings on the
company, including the 'BB' corporate credit rating.

At the same time, S&P is affirming its 'BB' senior secured issue-
level rating on the company's revolving credit facility and term
debt.  The recovery rating on the secured debt remains '3',
indicating S&P's expectation for meaningful recovery (50% to 70%)
of principal in the event of a payment default.

"The outlook revision to stable reflects our expectation that
Pilot's liquidity will remain adequate over the near to
intermediate term even after funding payments to settle charges
that it withheld fuel rebates from some customers," said credit
analyst Samantha Stone.  "The company has already settled with
many customers, although others that opted out of the class action
lawsuit continue to sue the company and we think a meaningful
federal fine is likely.  We believe the vast majority of customer
and vendor relationships have returned to normal given the
company's broad scale of operations."

S&P's stable outlook reflects the expectation that the company
will maintain adequate liquidity over the near term despite the
higher cash expenses as a result of the likely penalty from the
federal government and settlement of outstanding lawsuits
regarding withholding fuel rebates from customers.  S&P expects
leverage will remain in the mid-3.0x area and FFO in the 25% area
over the next 12 months.

Downside scenario

S&P could lower the ratings if the cost of any fines from the
federal investigation or other suits is large enough to
significantly reduce liquidity on a sustained basis or raise
leverage above 4x for a prolonged period.  S&P could also lower
the rating if federal charges or additional litigation came to
light that caused it to reconsider the broader impact of the
rebate issues on the business or financial risk profile.

Alternatively, S&P could lower the rating if fuel margins declined
to about 12 cents per gallon and merchandise margins drop to about
25% because of increased competitive pressures and the inability
to pass on cost increases.  Under this scenario, leverage rises to
more than 4x and FFO to debt drops below 20% and S&P would likely
reassess financial risk as "aggressive".

Upside scenario

S&P views the potential for an upgrade as unlikely given its
expectations for the company's operating performance and credit
metrics.  The potential for an upgrade would be predicated on
meaningful moderation of financial policies and the company
achieving greater-than-anticipated earnings improvement and debt
reduction.  In this scenario, the company needs to demonstrate
that it would maintain leverage and FFO/debt around below 3x and
FFO/debt above 30%, leading to financial risk assessment of
"intermediate".  In addition, all issues from the rebate matter
would need to be resolved.

Other Modifiers

S&P continues to assess the company's management and governance
score as "weak", which had a one-notch negative effect on the
rating outcome.  S&P based its assessment on weak internal
controls along with compliance breakdowns among certain sales
functions, which resulted in several lawsuits and charges by the
government that the company withheld fuel rebates from some of its
customers.  S&P acknowledges that extensive changes have been made
to internal pricing and control systems in recent quarters.

S&P also adjusted the initial rating outcome by one notch based on
a "favorable" comparable ratings analysis.  S&P believes Pilot's
business risk profile will sustain a position at the higher end of
the fair business risk profile over the intermediate term given
its good competitive position.  No other modifiers affect the
rating.


POCMONT PROPERTIES: Files Ch.11, In Talks to Sell Bushkill Inn
--------------------------------------------------------------
Beth Brelje, writing for Pocono Record, reported that The Bushkill
Inn and Conference Center in Lehman Township has filed for Chapter
11 bankruptcy under the name Pocmont Properties, and court papers
indicate that Pocmont is in discussions to be sold.

The report, citing court records, said two owners held an
emergency meeting April 2 and agreed that bankruptcy was in the
best interest of the company and its creditors.

Bushkill Inn General Manager Roger Taylor said the Bushkill Inn
will stay open for business and that staffers will keep their jobs
and continue to be paid. Meanwhile, the inn's website is still
promoting New Year's Eve and winter ski packages.

The report recounted that the Bushkill Inn, a 167-acre property on
Bushkill Falls Road, was formally known as the Pocmont Resort. It
closed in November 2009 and had been owned by the Artzt family for
63 years.  The resort was once valued at $8.23 million, and was
purchased for $2 million by a group of eight partners under the
name Pocmont Properties LLC.  The owners include Isaac Greenwald
of Greenwald Caterers of Lakewood, N.J. and Nchemya Leiman.

The report said the Bushkill Inn opened in August 2012 after the
group renovated the property. But contractors who made the
improvements have not been fully paid, according to court records.
The company is named in several lawsuits in the Pike County Court
of Common Pleas:

     -- Strauser Nature's Helpers of East Stroudsburg sued in
        January to recoup $29,700 still owed under a landscaping
        Agreement;

     -- Gary J. Gallerie Son and Associates of Stroudsburg sued
        to recover $5,500 which remain unpaid under a separate
        $55,626 landscaping deal;

     -- Saje Build of Brooklyn, N.Y., sued over $345,000 in
        unpaid materials and labor for renovation work;

     -- Michael Spitzer LLC, a Brooklyn, N.Y.-based lender,
        sued over a $740,000 loan agreement in September 2010.
        The property was to be used to secure the loan, but
        Greenwald never signed the security paper so it was
        never recorded.  Now, court papers say, the original
        security paper cannot be found and Greenwald and another
        signer, Yehuda Margules of Lakewood, N.J., refuse to
        execute a new one.  Spitzer is asking the court to
        require a security agreement dated in 2010 to be
        signed for the money that was lent, so if the Bushkill
        Inn is sold, the loan is in line to be paid off.


POLEY PAVING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Poley Paving Corporation
        P.O. Box 916
        Liberty, NY 12754

Case No.: 14-35824

Chapter 11 Petition Date: April 23, 2014

Court: United States Bankruptcy Court
       Southern District of New York (Poughkeepsie)

Judge: Hon. Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  GENOVA & MALIN, ATTORNEYS
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590-4332
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  Email: genmallaw@optonline.net

Total Assets: $718,869

Total Liabilities: $2.13 million

The petition was signed by Stephen Poley, vice president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb14-35824.pdf


POLY PLANT PROJECT: Employs Donahoe & Young as Attorneys
--------------------------------------------------------
Poly Plant Project seeks authority from the U.S. Bankruptcy Court
for the Central District of California, Los Angeles Division, to
employ Donahoe & Young LLP as attorneys to advise the Debtor
regarding matters of bankruptcy law relevant to the pending
Chapter 11 case.

D&Y has agreed to accept as compensation for its services the
following hourly fees: $450 per hour for Mark T. Young, Esq. --
myoung@donahoeyoung.com -- or other partners of D&Y; $350 per hour
for associate, staff, and contract attorneys with more than five
years of experience as an attorney; $300 per hour for associate,
staff, and contract attorneys with less than five years of
experience as an attorney; $150 per hour for law clerks who have
completed at least four semesters of law school, but who are not
active members of the California Bar; $100 for law clerks who have
completed at least one, but less than four, semesters of law
school and are not members of the California Bar, and certified
paralegals; and $50 per hour for non-attorney legal assistants.

D&Y did not represent, or perform any legal services for, PPP
prior to March 12, 2014.  D&Y has received three payments from PPP
for legal services: (1) $10,000 received on March 21, 2014; (2)
$30,000 received on April 4, 2014; and (3) $1,213 received on
April 11, 2014.  The first payment was designated for negotiations
with PPP?s three major unsecured majority non-insider creditors,
and preparation of some materials that would be needed in the
event that a Chapter 11 filing became required.  The second
payment was the prepetition retainer for this Chapter 11 case, and
the third payment was for the filing fee for the case.

Mr. Young 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.

Poly Plant Project filed a Chapter 11 bankruptcy petition in its
hometown in Los Angeles (Bankr. C.D. Cal. Case No. 14-17109) on
April 14, 2014.  Tetsunori T. Kunimune signed the petition as
chief executive officer.  The Debtor disclosed total assets of
$16.75 million and total liabilities of $22.29 million.  Donahoe &
Young LLP serves as the Debtor's counsel.  Judge Thomas B. Donovan
oversees the case.


POSITRON CORP: Sassetti LLC Again Raises Going Concern Doubt
------------------------------------------------------------
Positron Corporation had a net loss of $7.1 million on $1.63
million of revenues in 2013, compared with a net loss of $7.96
million on $2.8 million of revenues in 2012, according to the
Company's latest Form 10-K filed with the U.S. Securities and
Exchange Commission.

The Company disclosed a net loss and comprehensive loss of $6.12
million in 2011.

Sassetti LLC expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has a significant accumulated deficit.  Sassetti had issued a
going-concern qualification following the 2012 results, also
noting of the Company's significant accumulated deficit.

The Company's balance sheet at Dec. 31, 2013, showed $3.88 million
in total assets, $15.12 million in total liabilities, and
stockholders' deficit of $11.24 million.

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

                        http://is.gd/tbh04a

                    About Positron Corporation

Headquartered in Fishers, Indiana, Positron Corporation is a
molecular imaging company focused on nuclear cardiology.


PRESSURE BIOSCIENCES: Marcum Again Raises Going Concern Doubt
-------------------------------------------------------------
Pressure BioSciences, Inc., had a net loss of $4.08 million on
$1.50 million of revenues in 2013, compared with a net loss of
$3.45 million on $1.24 million of revenues in 2012.

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.

Last year, Marcum LLP also issued a going-concern qualification
following the 2012 results.

The Company's balance sheet at Dec. 31, 2013, showed $1.1 million
in total assets, $3.07 million in total liabilities, and a
stockholders' deficit of $1.97 million.

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

                        http://is.gd/5JSfF6

                    About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.


PRIME TIME INT'L: Taps Schian Walker as Conflicts Counsel
---------------------------------------------------------
Prime Time International Company and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Arizona to employ Schian Walker, PLC as special bankruptcy
counsel.

The professional services that Schian Walker will render are
limited to those instances where an actual or potential conflict
is identified by Greenberg Traurig, LLP ("Lead Counsel").  Schian
Walker's representation does not include securities work, tax work
(except as to the dischargeability of taxes), accounting advice,
or criminal matters.  With respect to those instances where an
actual or potential conflict is identified by Lead Counsel, Schian
Walker may render services that include the following:

   (a) provide the Debtors legal advice with respect to their
       reorganization;

   (b) represent the Debtors in connection with negotiations
       involving secured and unsecured creditors;

   (c) represent the Debtors at the meeting of creditors,
       confirmation hearings, and other hearings that the Court
       requires; and

   (d) prepare necessary applications, motions, answers, orders,
       reports, or other legal papers necessary to assist in the
       Debtors' reorganization.

Schian Walker will be paid at these hourly rates:

       Dale C. Schian             $525
       Scott R. Goldberg          $460

Schian Walker will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Dale C. Schian, managing member of Schian Walker, 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.

Schian Walker can be reached at:

       Dale C. Schian, Esq.
       SCHIAN WALKER, P.L.C.
       1850 North Central Avenue, #900
       Phoenix, AZ 85004-4531
       Tel: (602) 277-1501
       Fax: (602) 297-9633
       E-mail: ecfdocket@swazlaw.com

                  About Prime Time International

Prime Time International Company, formerly known as Single Stick
Inc., manufactures and distributes cigarettes and little cigars.
PTIC has two wholly-owned subsidiaries: USA Tobacco, which
distributes PTIC's products, and 21st Century Brands, LLC, which
distributes non-tobacco consumer products.

Annual sales are $40 million and the company's products are in
100,000 convenience stores in North America.  The company has
direct accounts with each of the top 25 largest convenience store
distributors in the United States.

Prime Time and its two subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on
March 15, 2014.

The Debtors have tapped Greenberg Traurig as attorneys, Odyssey
Capital Group, LLC, as financial advisors, and Schian Walker,
P.L.C., as conflicts counsel.

The Debtors disclosed $26.78 million in total assets and
$23.37 million in total liabilities as of Jan. 31, 2014.


QUANTASON LLC: 3-D Ultrasound Developer Files for Quick Sale
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Quantason LLC, a developer of three-dimensional
ultrasound screening for breast cancer, filed a Chapter 11
petition on April 23 in Delaware preparing to sell the business at
auction on June 9.

According to the report, the Los Angeles-based company is yet to
generate revenue because the products haven't been approved for
use. Assets are shown for $256,000 against debt totaling $1.2
million, the report related.

The company needed a new round of $10 million in financing, the
report further related.  Although potential investors were
identified, existing stakeholders couldn't agree on terms,
according to a court filing, the report added.

The case is In re Quantason LLC, 14-bk-10932, U.S. Bankruptcy
Court, District of Delaware (Wilmington).


QUANTASON LLC: Case Summary & 6 Unsecured Creditors
---------------------------------------------------
Debtor: Quantason, LLC
        Howard Hughes Center
        6080 Center Drive, Suite 910
        Los Angeles, CA 90045

Case No.: 14-10932

Chapter 11 Petition Date: April 23, 2014

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

Judge: Peter J. Walsh

Debtor's Counsel: Daniel N. Brogan, Esq.
                  DLA PIPER LLP (US)
                  1201 N. Market Street, Suite 2100
                  Wilmington, DE 19801
                  Tel: 302.468.5648
                  Fax: 302.394.2341
                  Email: Daniel.Brogan@dlapiper.com

                    - and -

                  R. Craig Martin, Esq.
                  DLA PIPER LLP (US)
                  919 North Market Street, Suite 1500
                  Wilmington, DE 19801
                  Tel: 302-468-5655
                  Fax: 302-778-7834
                  Email: craig.martin@dlapiper.com

                    - and -

                  Kimberly D. Newmarch, Esq.
                  DLA PIPER LLP (US)
                  203 North LaSalle Street, 19th Floor
                  Chicago, Illinois 60601
                  Tel: (312)368-4000
                  Fax: (312)236-7516
                  Email: kim.newmarch@dlapiper.com

Total Assets: $585,994 at March 31, 2014

Total Liabilities: $893,355 at March 31, 2014

The petition was signed by Lawrence R. Perkins, president and CEO.

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/deb14-10932.pdf


QUANTUM CORP: Director Michael Brown Won't Seek for Re-Election
---------------------------------------------------------------
Michael A. Brown, a member of the Board of Directors of Quantum
Corporation, informed the Board that he will not be standing for
re-election to the Board at the Company's 2014 annual meeting of
stockholders.  The decision of Mr. Brown to not stand for re-
election to the Board was the result of Mr. Brown's appointment as
the interim CEO of Symantec Corporation and not the result of any
dispute or disagreement with the Company on any matter relating to
the Company's operations, policies or practices.

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

For the 12 months ended March 31, 2013, the Company incurred a net
loss of $52.41 million following a net loss of $8.81 million for
the year ended March 31, 2012.  As of Dec. 31, 2013, the Company
had $360.27 million in total assets, $439.90 million in total
liabilities and a $79.62 million total stockholders' deficit.


RIVIERA HOLDINGS: Incurs $26.7-Mil. Net Loss in 2013
----------------------------------------------------
Riviera Holdings Corporation had a net loss of $26.7 million on
$72.8 million of revenues in 2013, compared with a net loss of
$29.6 million on $86.28 million of revenues in 2012, according to
a Form 10-K filed with the U.S. Securities and Exchange
Commission.

Ernst & Young LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has recurring losses from operations and has a working capital
deficiency.  In addition, the Company is in default under the loan
agreements with its stockholders.

The Company's balance sheet at Dec. 31, 2013, showed $207 million
in total assets, $121 million in total liabilities, and
stockholders' equity of $85.6 million.

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

                        http://is.gd/Y0ytIU

                      About Riviera Holdings

Riviera Holdings Corporation, through its wholly owned subsidiary,
Riviera Operating Corporation, owns and operates the Riviera Hotel
& Casino located on Las Vegas Boulevard in Las Vegas, Nevada.
Riviera Hotel & Casino, which opened in 1955, has a long-standing
reputation for delivering traditional Las Vegas-style gaming,
entertainment and other amenities.

On July 12, 2010, RHC, ROC and the Riviera Black Hawk casino filed
petitions for relief under the provisions of Chapter 11 of the
United States Bankruptcy Code with the United States Bankruptcy
Court for the District of Nevada.  On Nov. 17, 2010, the
Bankruptcy Court entered a written order confirming the Debtors'
Second Amended Joint Plan of Reorganization. On December 1, 2010,
the Plan became effective.  On April 1, 2011, the Debtors emerged
from reorganization proceedings under the Bankruptcy Code.

Thomas H. Fell, Esq., at Gordon Silver, represented the Debtors in
the Chapter 11 cases.  XRoads Solutions Group, LLC, served as the
financial and restructuring advisor.  Garden City Group Inc.
served as the claims and notice agent.

On April 26, 2012, RHC completed the sale of Riviera Black Hawk
casino to Monarch Casino and Resorts, Inc., and its wholly-owned
subsidiary Monarch Growth Inc.  The Buyer purchased Riviera Black
Hawk by acquiring all of the issued and outstanding shares of
common stock of RHC's subsidiary Riviera Black Hawk.  The Buyer
paid $76 million for the stock, subject to certain post-closing
working capital adjustments.  At the closing, ROC paid or
satisfied substantially all of RBH's indebtedness (which consisted
of inter-company accounts and equipment leases) and placed $2.1
million of working capital in a restricted bank account.
Accordingly, the Company has reflected the business, including
gain on sale, as discontinued operations.

In July 2013, Moody's Investors Service downgraded Riviera
Holdings' ratings, including its Corporate Family Rating to
Caa3 from Caa2 and its Probability of Default Rating to Caa3-PD
from Caa2-PD. At the same time, Moody's downgraded Riviera's first
lien term loan and revolver to Caa2 from Caa1, its second lien
term loan to Ca from Caa3 and its Speculative Grade Liquidity
rating to SGL-4 from SGL-3. The rating outlook is negative.

The downgrade reflected Moody's view that Riviera's capital
structure is unsustainable given growing operating losses and its
inability to cover debt service and capex needs given limited
available cash balances.  Moody's at that time said that, although
the company continues to pay required interest on time, it remains
in technical default of financial covenants.


ROCKET SOFTWARE: Moody's Affirms B2 CFR & Changes Outlook to Neg.
-----------------------------------------------------------------
Moody's Investors Service revised Rocket Software, Inc.'s ratings
outlook to negative and affirmed its B2 corporate family rating
and B2-PD probability of default. Moody's also rated the company's
proposed first lien debt B1 and second lien debt Caa1. The
proposed debt will be used to refinance existing debt and fund a
$279 million equity distribution to the co-founders and private
equity firm Court Square Capital Partners.

Ratings Rationale

The change in outlook to negative is driven by the large increase
in debt as a result of the proposed equity distribution and
limited flexibility within the B2 rating category, particularly
given Rocket's acquisition appetite. As a result of the proposed
debt, leverage increases to 6.3x pro forma for a full year of
recent acquisitions, D3 and Trubiquity, and excluding
restructuring and transaction charges (6.5x when counting
restructuring and transaction expenses), which is above Moody's
threshold for a B2 rating for Rocket. However, leverage should
come down to below 6x over the next year and free cash flow to
debt levels should exceed 7% which Moody's view as within the B2
range for this company. Rocket is acquisitive though and
additional debt funded acquisitions could drive a downgrade.
Ratings could also be downgraded if performance deteriorates or
leverage is expected to remain above 6x or free cash flow to debt
falls below 6% on other than a temporary basis.

Rocket continues to deliver strong EBITDA margins and generates
strong levels of free cash flow. The B2 rating reflects the
company's niche position providing infrastructure software and
tools for mainframe and distributed markets, longstanding supply
relationship with a major OEM supplier, and relatively high
proportion of recurring revenues. Organic revenues have shown
modest declines however, and the company effectively relies on
acquisitions to grow. The company is expected to use its free cash
flow to fund acquisitions and occasionally use debt to supplement
internally generated cash

Liquidity is expected to be good driven by a $15 million in cash
on hand, an undrawn $25 million revolver and expectation of over
$50 million in free cash flow over the next year.

Affirmations:

Issuer: Rocket Software, Inc

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Assignments:

Issuer: Rocket Software, Inc

First Lien Senior Secured Bank Credit Facilities, Assigned B1
(LGD3, 37%)

Second Lien Senior Secured Bank Credit Facility, Assigned Caa1
(LGD5, 89 %)

Outlook Actions:

Issuer: Rocket Software, Inc

Outlook, Revised to Negative from Stable

Rocket Software Inc. is a provider of IT management software
tools. The company, based in Waltham, MA, generated approximately
$255 million in revenue in 2013.


SABRE HOLDINGS: S&P Raises Corp. Credit Rating to 'B+'
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Southlake, Texas-based travel technology companies Sabre
Holdings Corp. and Sabre Inc. to 'B+' from 'B'.  The outlook is
stable.

At the same time, S&P raised its issue-level rating on the
company's senior secured debt to 'B+' from 'B'.  The recovery
rating on this debt remains '3', indicating S&P's expectation for
meaningful (50%-70%) recovery for debt holders in the event of a
payment default.

S&P also raised its issue-level rating on the company's senior
unsecured notes to 'B-' from 'CCC+'.  The recovery rating on this
debt remains '6', indicating S&P's expectation for negligible (0%-
10%) recovery for note holders in the event of a payment default.

"The upgrade on Sabre Holdings Inc. reflects our expectation that
leverage will improve to below 5x following the company's IPO and
subsequent debt repayment," said Standard & Poor's credit analyst
Andy Liu.

Sabre plans to repay $320 million of its $800 million senior
secured notes due 2019 and about $206 million of its term loan C
due 2017.  The rating also reflects some uncertainty regarding
future restructuring charges, litigation outcome, and dividend
growth.

The rating reflects S&P's view of Sabre's business risk profile as
"fair," based on the company's position as one of the largest
global travel distribution systems (GDSs) and its fast growing
software business.  S&P views Sabre's financial risk profile as
"aggressive" because of its expectation that by the end of 2014,
leverage will improve to, and remain within, the 4x to 5x range.


SAGITTARIUS RESTAURANTS: S&P Retains 'B' CCR Over Upsized Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on U.S.
restaurant operator and franchisor Sagittarius Restaurants LLC,
including its 'B' corporate credit rating and 'B' issue-level
rating on the company's first-lien term loan due 2018, are
unchanged following the $10 million increase in the amount of the
term loan add-on to $62 million.  The outlook is stable.  The
total amount of the first-lien term loan is $220 million.  The
recovery rating on the credit facility remains unchanged at '3',
indicating S&P's expectation for meaningful (50% to 70%) recovery
for secured debt holders in the event of a payment default.  The
company will use proceeds from the term loan upsize to repay $62
million of payment-in-kind subordinated notes.

S&P's rating reflects its view of the company's "weak" business
profile and "highly leveraged" financial risk profile.  In S&P's
view, the company's "highly leveraged" financial risk profile
assessment remains unchanged, as the proposed transaction is
leverage neutral and modestly improves EBITDA interest coverage to
around 2.2x from 1.7x in 2013.  The current rating is predicated
on S&P's expectation that credit metrics will modestly improve,
but will remain within the "highly leveraged" financial risk
profile over the next 24 months.

RATINGS LIST

Ratings Unchanged
Sagittarius Restaurants LLC
Corporate Credit Rating            B/Stable/--
$220 mil. First-lien term loan
  due 2018                          B
   Recovery rating                  3


SEGA BIOFUELS: Deere Wants Court to Rescind Stay Relief Order
-------------------------------------------------------------
Deere Credit, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Georgia to rescind the order granting stay
relief and to reinstate consent order requiring Sega Biofuels,
LLC, to cure default and to assume or reject lease.

According to a court filing dated Dec. 19, 2013, Deere and the
Debtor entered into a consent order requiring the Debtor to cure
default and to assume or reject lease.  The Consent Order
contained a strict compliance provision.  The Debtor was to pay
$22,347.83 to Deere to catch up the arrearage by Jan. 20, 2014,
and was to make all future payments in a timely manner in
accordance with the lease agreement, with regular monthly payments
to resume Jan. 9, 2014.  Additionally, in order to provide
assurance of future performance under the lease to Deere, the
Debtor was to pay one additional month's lease payment to Deere in
the amount of $3,849.99 by Jan. 20, 2014.  After default by the
Debtor, Deere obtained a court order granting relief from
automatic stay.

Since that time, the Debtor has made a substantial payment
required under the previous Consent Order, namely, a payment in
the amount of $26,197.82 was received by Deere on April 2, 2014,
and Deere and the Debtor have agreed to request that the Court
reinstate the Consent Order and to rescind the Order Granting Stay
Relief.

Deere is represented by:

      Hugh T. Hunter, Esq.
      Hunter And Hunter, Attorneys At Law, P.C.
      1115 South Main Street
      Sylvania, Georgia 30467
      Tel: (912) 564-2092

                       About Sega Biofuels

Sega Biofuels LLC, the owner of a wood-pellet plant in Nahunta,
Georgia, filed a petition for Chapter 11 protection (Bankr. S.D.
Ga. 13-50694) on Sept. 11 in Waycross, Georgia.  The Company
listed assets worth $10.6 million and debt totaling $13.7 million.

The U.S. Trustee has not appointed an official committee in the
Debtor's bankruptcy case.


SEVEN SISTERS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Seven Sisters Market Bistro, Inc.
        270 Russell Street
        Hadley, MA 01035

Case No.: 14-30417

Chapter 11 Petition Date: April 23, 2014

Court: United States Bankruptcy Court
       District of Massachusetts (Springfield)

Judge: Hon. Henry J. Boroff

Debtor's Counsel: Jeffrey J. Cymrot, Esq.
                  SASSOON AND CYMROT LLP
                  84 State St.
                  Boston, MA 02109
                  Tel: (617) 720-0099
                  Email: jcymrot@sassooncymrot.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Paul Ciaglo, president.

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


SHA-WASHINGTON: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Specialty Hospital of Washington, LLC
                   aka Specialty Hospital of Washington-Capitol
                       Hill
                   aka SHA-Washington
                700 Constitution Ave., NE
                Washington, DE 20002

Case Number: 14-10935

Type of Business: Health Care

Involuntary Chapter 11 Petition Date: April 23, 2014

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

Judge: Hon. Brendan Linehan Shannon

Petitioners' Counsel: Stephen W. Spence, Esq.
                      PHILLIPS, GOLDMAN & SPENCE
                      1200 N. Broom Street
                      Wilmington, DE 19806
                      Tel: 302 655-4200
                      Fax: 302-655-4210
                      Email: ss@pgslaw.com

Alleged Debtor's petitioners:

     Petitioner                    Nature of Claim  Claim Amount
     ----------                    ---------------  ------------
Capitol Hill Group                  Money Due         $1,661,827
Theodore Shin, CFO
2052 W. Virginia Ave. NE
Washington, DC 20002

CMH, Inc. d/b/a CroppMetcalfe       Goods/Services       $42,701
Rob Greenblatt, CMA                 Provided
8421 HIlltop Road
Fairfax, VA 22031

JFW Services, LLC                   Goods/Services      $134,550
James F. Washington, Jr.,           Provided
Managing Member
7368 Battalion Drive
Mechanicsville, VA 23116

J-don Enterprises, LLC              Goods/Services        $6,970
Donald Kelly, Managing Member       Provided
P.O. Box 262127
Plano, TX 75026

Amalgamated Capital Partners, LLP   Services provided     $5,000
George H. Lowe, Jr.
9913 Indian Queen Point Road
Fort Washington, MD 20744

Metropolitan Medical Group, LLC     Physician services  $836,820
Manisha Singal, MD,
Managing Director
704 Fitzhugh Way
Alexandria, VA 22314


SIFCO S.A.: Brazilian Auto-Parts Maker Files Ch. 15 in New York
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Sifco SA, a maker of front axles and I-beams for
trucks and buses, commenced a bankruptcy restructuring in Brazil
on April 22 and on April 23 filed a Chapter 15 petition in U.S.
Bankruptcy Court in New York.

According to the report, the Jundiai, Sao Paulo-based company
distributes products in the U.S. through Westport Axle Corp.,
which was a subsidiary until it was sold in late 2013. The
petition shows assets of less than $500 million and debt exceeding
$500 million, the report related.

Liabilities include $75 million on senior secured notes with Bank
of New York Mellon Corp. as agent, the report further related.
The bonds are secured in part by an $8.5 million cash deposit
intended for use if an interest payment is missed, the report
said.

The case is In re Sifco SA, 14-bk-11179, U.S. Bankruptcy Court,
Southern District of New York (Manhattan).


SIFCO S.A.: Chapter 15 Case Summary
-----------------------------------
Chapter 15 Petitioner: Rubens Leite

Chapter 15 Debtor: SIFCO S.A.
                   Rubens Leite
                   Av. Sao Paulo, n 479
                   Vila Progresso
                   Sao Paulo, Brazil 12302

Chapter 15 Case No.: 14-11179

Type of Business: Producer of forged and precision machine parts
                  for the automotive industry targeting
                  predominantly the global truck and bus
                  manufacturing markets.

Chapter 15 Petition Date: April 23, 2014

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Robert E. Gerber

Chapter 15 Foreign
Representative's
Counsel:                   William Heuer, Esq.
                           James J. Vincequerra, Esq.
                           DUANE MORRIS LLP
                           1540 Broadway
                           New York, NY 10036-4086
                           Tel: (212) 692-1000
                           Fax: (212) 692-1020
                           Email: wheuer@duanemorris.com
                                  jvincequerra@duanemorris.com

Estimated Assets: $100 million to $500 million

Estimated Debts: $500 million to $1 billion


SIGMA LABS: Pritchett Siler Raises Going Concern Doubt
------------------------------------------------------
Sigma Labs, Inc., had a net loss of $734,000 on $1.07 million of
revenues in 2013, compared with a net loss of $686,000 on $986,000
of revenues in 2012, according to its latest Form 10-K filed with
the U.S. Securities and Exchange Commission.

Pritchett Siler & Hardy, P.C., expressed substantial doubt about
the Company's ability to continue as a going concern, citing that
the Company has incurred losses since inception and has not yet
achieved profitable operations.

The Company's balance sheet at Dec. 31, 2013, showed $1.42 million
in total assets, $141,161 in total liabilities, and stockholders'
equity of $1.28 million.

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

                        http://is.gd/b0NLEl

Santa Fe, New Mexico-based Sigma Labs, Inc., specializes in the
development and commercialization of novel and unique
manufacturing and materials technologies.  Since its inception,
the Company has generated revenues primarily from consulting
services it provides to third parties.


SOCKET MOBILE: Had $620K Net Loss in 2013
-----------------------------------------
Socket Mobile Inc. had a net loss of $620,000 on $15.7 million of
revenues in 2013, compared with a net loss of $3.3 million on
$13.6 million of revenues in 2012, according to a filing with the
U.S. Securities and Exchange Commission.

Sadler, Gibb & Associates, LLC, expressed substantial doubt about
the Company's ability to continue as a going concern, citing that
the Company has recurring net losses, an accumulated deficit of
$61.12 million, and a working capital deficit.

The Company's balance sheet at Dec. 31, 2013, showed $8.1 million
in total assets, $7.97 million in total liabilities, and a
stockholders' deficit of $133,000.

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

                        http://is.gd/syo6sH

Newark, Calif.-based Socket Mobile, Inc. (OTC: SCKT) is a producer
of mobile handheld computers and barcode scanning products serving
the business mobility markets.


SPECIALTY HOSPITAL: Hit with Involuntary Ch. 11
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Specialty Hospital of Washington LLC, the operator of
two long-term acute-care hospitals in Washington, was the target
of an involuntary Chapter 11 petition filed on April 23 in
Delaware.

According to the report, creditors with $2.7 million in claims
filed the petition.  The creditor with the largest claim, $1.7
million, is landlord Capital Hill Group, the report related.  The
second-largest is physician provider Metropolitan Medical Group
LLC, owed $837,000, the report further related.

The case is In re Specialty Hospital of Washington LLC, 14-bk-
10935, U.S. Bankruptcy Court, District of Delaware (Wilmington).


SPIRE CORP: McGladrey LLP Again Raises Going Concern Doubt
----------------------------------------------------------
Spire Corporation had a net loss of $8.52 million on $14.58
million of revenues in 2013, compared with a net loss of $1.86
million on $22.11 million of revenues in 2012, according to the
Company's Form 10-K filed with the U.S. Securities and Exchange
Commission.

McGladrey, LLP, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has incurred an operating loss from continuing operations of $8.4
million and cash used in operating activities of continuing
operations was $5.2 million.  The Company's credit agreement with
a bank is due to expire on April 30, 2014.

McGladrey LLP also issued a going-concern qualification following
the 2012 results.  It noted that during the year ended Dec. 31,
2012, the Company incurred a loss from continuing operations of
$4.8 million and continuing operating cash flows used $6.9 million
in cash.  It also pointed out that the credit agreements were due
to expire on June 29, 2013.

The Company's balance sheet at Dec. 31, 2013, showed $16.07
million in total assets, $16.78 million in total liabilities, and
stockholders' deficit of $0.71 million.

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

                         http://is.gd/EYaFDI

                          About Spire Corp

Bedford, Massachusetts-based Spire Corporation currently develops,
manufactures and markets customized turn-key solutions for the
solar industry, including individual pieces of manufacturing
equipment and full turn-key lines for cell and module production
and testing.


STATER BROS: Moody's Affirms 'B2' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed Stater Bros. Holdings Inc's.
Corporate Family Rating at B2 and its Probability of Default
Rating at B2-PD. Moody's also assigned a B1 rating to Stater Bros.
Markets proposed $150 million revolving credit facility, its
proposed $275 million term loan A and its proposed $300 million
term loan B. In addition, Moody's upgraded Stater's Speculative
Grade Liquidity Rating to SGL-1 from SGL-2 and changed the ratings
outlook to stable from negative.

Upon closing of the transaction the Corporate Family Rating,
Probability of Default Rating, and Speculative Grade Liquidity
rating will be moved from Stater Bros. Holdings Inc. to Stater
Bros. Markets.

Proceeds from the proposed credit facilities along with balance
sheet cash will be used to repay approximately $616 million of
outstanding borrowings under the company's existing senior notes
and term loan. Ratings are subject to satisfactory review of
related documentation.

"The change in outlook to stable is prompted by the improved
liquidity and reduced interest expense as a result of the proposed
transaction, the company's continuing growth in same store sales,
and stabilization of gross margins", Moody's Senior Analyst Mickey
Chadha stated. "As a result Moody's expect debt/EBITDA to improve
to about 6.0 times in the next 12 months" Chadha further stated.

Ratings Rationale

Stater's B2 Corporate Family Rating reflects the company's weak
credit metrics, relatively small size, modest operating margins,
regional concentration and competition from larger and financially
stronger companies such as Vons (Safeway), Albertsons, Ralphs
(Kroger), Wal-Mart, Costco and Target . Given that economic
conditions in southern California continue to remain weak and
competition intense, business conditions will remain challenging
and margin improvement could be difficult to achieve over the
near-to-medium term. The ratings are supported by Stater's good
market presence in a well penetrated market, positive free cash
flow profile, and very good liquidity.

The B1 rating on the secured bank facilities reflects the senior
position the credit facilities represent within the company's
liability structure and the significant amount of liabilities --
predominantly lease rejection claims and multi-employer pension
liabilities -- that are subordinated to these facilities.

The upgrade of the Speculative Grade Liquidity rating to SGL-1
from SGL-2 reflects Moody's view that Stater's liquidity over the
following twelve months will be very good. The upgrade
incorporates the interest cost benefit from the proposed financing
and Moody's expectation that the company will fund all of its
operations, including working capital and capital expenditures,
from internal sources. The SGL-1 also reflects the expectation
that the cushion under its financial maintenance covenants will be
material.

For Stater Bros. Holdings Inc.

The following ratings are affirmed:

Corporate Family Rating at B2

Probability of Default rating at B2-PD

The following ratings are affirmed at will be withdrawn at
closing:

$285 million senior unsecured notes due 2015 at B2 (LGD 3, 44%)

$255 million senior unsecured notes due 2018 at B2 (LGD 3, 44%)

The following ratings are upgraded:

Speculative Grade Liquidity Rating at SGL-1 from SGL-2

For Stater Bros. Markets

The following ratings are assigned:

$150 million senior secured Revolving Credit Facility due 2019 at
B1 (LGD3, 33%)

$275 million senior secured Term Loan A due 2019 at B1 (LGD3, 33%)

$300 million senior secured Term Loan B due 2021 at B1 (LGD3, 33%)

The stable outlook reflects Moody's expectation that the company's
operating performance particularly profit margins and liquidity
will not deteriorate and credit metrics will remain consistent
with the B2 rating category.

The ratings could be downgraded if Stater's liquidity weakens or
the company fails to stabilize or improve operating margins such
that debt/EBITDA does not demonstrate meaningful progress towards
6.0 times. Ratings could also be downgraded if EBITA/interest
expense is sustained below 1.5 times for an extended period of
time. A shift towards an aggressive financial policy could also
pressure ratings.

The ratings could be upgraded if same store sales continue to be
positive and Stater's operating margins and credit metrics
demonstrate improving trends while it generates positive free cash
flow and maintains very good liquidity. Quantitatively, an upgrade
would require debt/EBITDA to demonstrate improvement towards 5.0
times and EBITA/interest expense sustained above 2.0 times.

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


STATER BROS: S&P Affirms 'B+' CCR & Revises Outlook to Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B+' corporate
credit rating on Stater Bros. Holdings Inc.  At the same time, S&P
revised its rating outlook on the company to stable from negative.
S&P also assigned a 'B+' issue-level rating to the company
proposed $725 million credit facility, which consists of a $150
million revolving credit facility, $275 million term loan A, and a
$300 million term loan B.

"The outlook revision follows the company's improved operating
trends in its first quarter (ended Dec. 29, 2013).  This
improvement was a result of operating margin expansion and the
refinancing transaction that enhances credit protection measures
as it reduces debt moderately, but substantially lowers the
company's interest costs," said credit analyst Charles Pinson-
Rose.  "The lower interest costs and longer term maturities will
enable the company to generate greater free cash flow or make
greater capital investments in the future, which could both be
credit accretive.  The ratings on Stater Bros. Holdings Inc.
reflect Standard & Poor's Ratings Services' view of the company's
business risk profile as "weak" and its financial risk profile as
"aggressive"."

The rating outlook is stable.  This incorporates S&P's view that
the company's operating trends should improve over the next year
as a result of better operating margins.  Furthermore, while there
has been some operational volatility at the company, S&P believes
Stater has a long history of moderately improving its market
position and has generally maintained leverage ratios in a
relatively narrow range.

Downside scenario

S&P would likely lower its rating by one notch if it revised its
financial risk profile to "highly leveraged" from "aggressive".
S&P would do so if the company maintained FFO to debt below 12%
and leverage in the high-5x area.  If unadjusted EBITDA was in the
$150 million range, about 10% lower than S&P's expectations for
2014, and it expects the company to take actions to improve its
financial risk profile, S&P would likely lower the corporate
credit rating by one notch.

Upside scenario

If the company could improve credit metrics such that leverage was
in the mid-4x range and FFO to debt was near 16% to 17%, S&P may
consider raising the corporate credit rating to one notch to
'BB-', as a result of having a favorable comparable ratings
analysis (CRA).  However, this would mean unadjusted EBITDA would
need to be in the $200 million to $210 million range, which is
well beyond S&P's expected performance scenario over the near
term.

S&P currently believes the company's business is at the higher
range of the "weak" business risk category, but core leverage
ratios of debt to EBITDA and FFO to debt place the company at the
lower end of the "aggressive" financial risk category.  With that
improvement, Stater would have core ratios that are solidly in the
"aggressive" financial risk category and could warrant a revision
of the CRA to positive.


TCH-2 HOLDINGS: S&P Assigns 'B-' CCR on Private Equity Acquisition
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned New York City-based
TCH-2 Holdings LLC, the holding company created to acquire
TravelClick Inc., a 'B-' corporate credit rating.  The outlook is
stable.

At the same time, S&P assigned the company's proposed $385 million
senior secured first-lien term loan due 2021 and $30 million
revolving credit facility due 2019 a 'B-' issue-level rating, with
a recovery rating of '3', indicating S&P's expectation for
meaningful (50% to 70%) recovery in the event of a payment
default.

S&P also assigned the company's proposed $175 million second-lien
term loan due 2021 a 'CCC' issue-level rating, with a recovery
rating of '6', indicating S&P's expectation for negligible (0% to
10%) recovery in the event of a payment default.

S&P will withdraw its ratings on TravelClick Inc. and its debt
following the close of the transaction.

The ratings on TCH-2 Holdings reflect the company's "highly
leveraged" financial risk profile, with pro forma leverage that
S&P expects will decline to about 9x in 2014, treating capitalized
software development as an operating expense.  The ratings also
reflect the company's "weak" business risk profile, given its
modest scale and concentrated exposure to the lodging industry.
S&P expects the company to generate positive FOCF in 2014 and for
liquidity to remain adequate, although execution risk associated
with its cost reduction plan could result in the company
underperforming its expectations.

TravelClick provides e-commerce solutions to independent and chain
hotels.  The company's reservation solutions allow its users to
manage inventory and pricing, and provide distribution to more
than 800 online travel agents globally.  Its digital marketing
solutions create hotel advertisements that target travel agents
and consumers, and the company's business intelligence solutions
offer market insights to hoteliers.  TravelClick's digital
marketing and business intelligence offerings result from its
data-sharing relationships with its hotelier customers and the
global distribution system (GDS) platforms used by the vast
majority of travel agents.  S&P believes this allows the company
to maintain a differentiated competitive position in these niche
segments of the travel industry.  The current rating incorporates
S&P's assumption that the company will preserve its contractual
agreements with the GDS providers.


TNI BIOTECH: Turner Stone Expresses Going Concern Doubt
-------------------------------------------------------
TNI BioTech, Inc., had a net loss of $106.06 million on $nil of
revenues in 2013, compared with a net loss of $174.99 million on
$nil of revenues in 2012, according to the Company's Form 10-K
filed with the U.S. Securities and Exchange Commission.

Turner Stone & Company, LLP, expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has suffered recurring losses from operations since
inception and has a working capital deficiency.

The Company's balance sheet at Dec. 31, 2013, showed
$19.19 million in total assets, $2.56 million in total
liabilities, and stockholders' equity of $16.63 million.

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

                      http://is.gd/prFNaA

TNI BioTech, Inc., develops a range of adoptive and active forms
of immunotherapies to treat cancer, HIV/AIDs and other autoimmune
diseases.  The Company has recently developed IRT-103 low-dose
naltroxene (LDN), an active immunotherapy to cure tumor cells and
HIV/AIDS.


TRISTAR WELLNESS: Incurs $12.6 Million Net Loss in 2013
-------------------------------------------------------
Tristar Wellness Solutions, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $12.62 million on $3.77 million of sales revenues
for the year ended Dec. 31, 2013, as compared with a net loss of
$2.24 million on $0 of sales revenue in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $5.55 million
in total assets, $9.18 million in total liabilities and a $3.63
million total stockholders' deficit.

M&K CPAS, PLLC, in Houston, TX, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered reoccurring losses from operations, and
has an accumulated deficit and working capital deficit as of
Dec. 31, 2013.  These conditions 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/Faz1Gx

                          About Tristar

Westport Conn.-based Tristar Wellness Solutions, Inc., is a
company involved in developing, manufacturing and marketing HemCon
Medical Technologies Inc.'s innovative wound care/infection
control medical devices, as well as, developing, marketing and
selling NorthStar Consumer Products, LLC's Beaute de Maman(TM)
product line, which is a line of skincare and other products
specifically targeted for pregnant women, as well as developing
the Soft and Smooth Assets.

In April 2012, the Company changed its name from "Biopack
Environmental Solutions, Inc." to "Tristar Wellness Solutions,
Inc."  This name changes was effected by the agreement between the
holders of its preferred stock, which account for the voting
control of the company with Rockland Group, LLC, under which
Rockland purchased shares of TriStar Wellness Solutions, Inc.


UNITED AMERICAN: Files Form 10-KT, Reports $537K Income in 2013
---------------------------------------------------------------
United American Healthcare Corporation filed with the U.S.
Securities and Exchange Commission a transition report on Form
10-KT for the fiscal year ended Dec. 31, 2013.  The Board of
Directors of the Company adopted resolutions to change the
Company's fiscal year end to December 31.

The Company disclosed a net loss of $769,000 on $3.23 million of
contract manufacturing revenue for the six months ended Dec. 31,
2013, as compared with net income of $82,000 on $3.83 million of
contract manufacturing revenue for the same period in 2012.

For the year ended June 30, 2013, the Company reported net income
of $537,000 on $8.48 million of contract manufacturing revenue as
compared with a net loss of $1.86 million on $6.83 million of
contract manufacturing revenue for the year ended June 30, 2012.

As of Dec. 31, 2013, the Company had $15.19 million in total
assets, $12.91 million in total liabilities and $2.27 million in
total shareholders' equity.

Bravos & Associates, CPA's, in Bloomingdale, Illinois, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company's liabilities and working capital
raise substantial doubt about its ability to continue as a going
concern.

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

                        http://is.gd/HZpDft

                       About United American

Chicago-based United American Healthcare, through its wholly owned
subsidiary Pulse Systems, LLC, provides contract manufacturing
services to the medical device industry, with a focus on precision
laser-cutting capabilities and the processing of thin-wall tubular
metal components, sub-assemblies and implants, primarily in the
cardiovascular market.


USG CORP: Further Amends 2010 Credit Agreement with JPMorgan
------------------------------------------------------------
USG Corporation entered into a first amendment to its existing
Third Amended and Restated Credit Agreement, dated as of Dec. 21,
2010, among the Corporation, the lenders party thereto, JPMorgan
Chase Bank, N.A., as Administrative Agent, and Bank of America,
N.A., and Wells Fargo Bank, N.A., as Co-Syndication Agents, and to
the Guarantee Agreement and the Security Agreement.

The Amendment, among other things, (i) deleted the provisions
providing for an early maturity date in the event the Corporation
either (x) has not repaid or provided for the repayment of its
outstanding 9.75 percent senior notes due 2014 by May 2, 2014, or
(y) does not have at least $500 million in liquidity from May 2,
2014, until the repayment of the 2014 Notes, and (ii) revised the
definition of "Borrowing Base" to add an additional reserve
against the Borrowing Base in the amount of the unpaid principal
balance of the 2014 Notes outstanding from time to time.  The
amounts so reserved will be available for borrowing (subject to
the other terms of the Credit Agreement) to repay the 2014 Notes.
As of April 17, 2014, $59 million in principal of the 2014 Notes
remained outstanding.

USG intends to repay the 2014 Notes with cash on hand on or before
their maturity on Aug. 1, 2014.  The Amendment was requested by
the Corporation to provide it cash management flexibility, and the
Amendment was unanimously approved by the participating lenders.

A copy of the Amendment No. 1 dated as of April 17, 2014, to the
Third Amended and Restated Credit Agreement is available for free
at http://is.gd/pqcE9g

On March 18, 2014, USG issued a notice of redemption to redeem on
April 17, 2014, the remaining $75 million in aggregate principal
amount of USG's outstanding 10% contingent convertible senior
notes due 2018.  The Notes called for redemption could either be
(1) redeemed at a stated redemption price or (2) converted into
shares of USG common stock.

The holders of all $75 million in Notes called for redemption have
elected to convert their Notes into shares of USG's common stock.
Accordingly, as of April 15, 2014, USG has issued an additional
6,578,946 shares of its common stock in connection with the
conversion of the Notes.

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities.  The Debtors emerged
from bankruptcy protection on June 20, 2006.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $125 million on $3.22 billion of net sales, as compared
with a net loss of $390 million on $2.91 billion of net sales
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $3.71 billion in total assets, $3.64 billion in total
liabilities and $72 million total stockholders' equity including
noncontrolling interest.

                            *     *     *

As reported by the TCR on March 12, 2014, Standard & Poor's
Ratings Services raised its corporate credit rating on Chicago-
based USG Corp. to 'B+' from 'B'.  "The upgrade reflects our view
that improving U.S. housing construction will allow for increased
selling prices and higher volume in USG's gypsum and worldwide
ceiling segments, through which USG will continue to improve its
leverage to about 4.7x by the end of 2014, and to below 4.5x by
the end of 2015," said Standard & Poor's credit analyst Maurice
Austin.

As reported by the TCR on Oct. 30, 2013, Moody's Investors Service
upgraded USG Corp.'s Corporate Family Rating to B3 from Caa1.  The
upgrade reflects better than anticipated overall 3Q13 operating
performance.

In the Sept. 10, 2013, edition of the TCR, Fitch Ratings has
upgraded the ratings of USG Corporation, including the company's
Issuer Default Rating (IDR) to 'B' from 'B-'.  The upgrade
reflects USG's improving profitability and credit metrics this
year and the expectation that this trend continues through at
least 2014.


USMART MOBILE: Incurs $13.8 Million Net Loss in 2013
----------------------------------------------------
USmart Mobile Device Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $13.8 million on $72.2 million of net sales for the
year ended Dec. 31, 2013, as compared with a net loss of $4.86
million on $161 million of net sales for the year ended Dec. 31,
2012.

As of Dec. 31, 2013, the Company had $12.04 million in total
assets, $27.14 million in total liabilities and a $15.10 million
in total stockholders' deficit.

Albert Wong & Co. LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern,
which contemplates the realization of assets and liquidation of
liabilities in the normal course of business.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.

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

                        http://is.gd/FUhmhx

                        About USmart Mobile

Del.-based USmart Mobile, previously known as ACL Semiconductors
Inc., is currently engaged in the production, manufacturing and
distribution of smartphones, electronic products and components in
Hong Kong Special Administrative Region and the People's Republic
of China through its operating subsidiaries.


VALHALLA PROPERTY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Valhalla Property Enterprise, LLC
        270 Russell Street
        Hadley, m 01035

Case No.: 14-30419

Chapter 11 Petition Date: April 23, 2014

Court: United States Bankruptcy Court
       District of Massachusetts (Springfield)

Judge: Hon. Henry J. Boroff

Debtor's Counsel: Jeffrey J. Cymrot, Esq.
                  SASSOON AND CYMROT LLP
                  84 State St.
                  Boston, MA 02109
                  Tel: (617) 720-0099
                  Email: jcymrot@sassooncymrot.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Paul Ciaglo, president.

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


VERTELLUS SPECIALTIES: Moody's Changes Caa1 Outlook to Positive
---------------------------------------------------------------
Moody's Investors Service changed Vertellus Specialties Inc.'s
(Vertellus, Caa1) outlook to positive from stable. This action
reflects the sequential improvements in operating performance over
the last three quarters along with the prospect of a continuation
of favorable performance. Key drivers for the positive outlook
include the improved operating performance, margin gains, sales
volume growth, and improved free cash flow generation.

"We expect Vertellus' operating performance to continue to
progress in 2014 supporting the positive outlook and generating
further improvements to the credit metrics and liquidity," said
Lori Harris, Moody's Analyst.

Ratings Rationale

Vertellus' Caa1 Corporate Family Rating (CFR) reflects leverage of
6.4x (at December 31, 2013), a high level of debt relative to the
companies size, and meaningful reliance on the revolver. The
companies relatively small size, exposure to volatile raw
materials costs, competitive pressure in several markets, lack of
visibility in end-markets, and spending on legal / environmental
settlements constrain the rating. Benefiting the company are its
position as a diversified business of niche chemistries as well as
leading market positions in pyridines and vitamin B3.
Additionally, the completion of a majority of planned growth
spending has benefited free cash flow generation and the liquidity
position. The improved raw materials pricing environment has also
helped margins recently. Vertellus' decision to close its high
cost Antwerp facility will benefit the rating over the longer
term, following completion of this event. Furthermore, the
announced agreement to sell the Biomaterials business for $26
million is expected to be favorable to the ratings as the company
has committed publicly to use the proceeds from the sale to reduce
debt. (All ratios include Moody's Standard adjustments which add
$21 million for Pension obligations and $31 million for the
capitalization of operating leases, these adjustments also
favorably impact EBITDA by $2 million and $5 million
respectively.)

Moody's positive outlook reflects the improved operating
performance realized in 2013 and expected continuation of
favorable operating results from improved volumes, reduced capex,
and a more favorable raw materials environment.

If Vertellus reduces debt with funds from the successful sale of
the Biomaterials business, decreases leverage to near 6x, and
continues to generate positive free cash flow, Moody's would
likely raise the CFR to B3. Additionally, the higher rating would
be contingent upon the company's ability to refinance its
revolving credit facility and notes due 2015. The refinancing of
the debt should provide a meaningful reduction in interest costs.

Ratings Affirmed:

Vertellus Specialties Inc.

Corporate Family Rating -- Caa1

Probability of Default Rating -- Caa1-PD

$100 million Asset Based Revolving Credit Facilities due March 31,
2015 -- B1 (LGD1, 8%) from B1 (LGD2, 20%)

$345 million Senior Secured Notes due October 1, 2015 -- Caa1
(LGD4, 54%) from Caa1 (LGD4, 52%)

Outlook - Positive

Vertellus Specialties Inc. (Vertellus), a private company
controlled by private equity firm Wind Point Partners, is a
leading global manufacturer of pyridine and picoline derivative
chemicals and producer of renewable chemistries for plastics and
coatings, high performance additives for medical and plastics
applications, and complex intermediates for pharmaceutical and
agriculture customers. Vertellus offers a broad array of products
to a diverse range of customers in seven target markets:
agricultural, nutrition, personal care, industrial specialties,
polymers and plastics, pharmaceutical and medical, and coatings,
adhesives, sealants and elastomers. Headquartered in Indianapolis,
Indiana, the company has operating facilities in the U.S., the
United Kingdom, Belgium, India and China. Revenues for the fiscal
year ending December 31, 2013 were $571 million.

The principal methodology used in this rating was the Global
Chemical Industry Rating Methodology published in December 2013.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


VIGGLE INC: Amends 2.1 Million Shares Prospectus
------------------------------------------------
Viggle Inc. filed with the U.S. Securities and Exchange Commission
amendment no. 3 to its Form S-1 registration statement relating to
the offering 2,127,660 shares of the Company' common stock.  A
copy of the document is available for free at http://is.gd/vCzJSq

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  As of Dec. 31, 2013, the Company had $60.63 million
in total assets, $53.94 million in total liabilities, $37.71
million in series A convertible redeemable preferred stock, and a
$31.02 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


VUZIX CORP: Delays 2013 Annual Report with SEC
----------------------------------------------
Vuzix Corporation filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the year ended
Dec. 31, 2013.

The Company said it was unable to file its report on Form 10-K on
or before the required due date because the compilation,
dissemination and review of the information required to be
presented in the Form 10-K for the relevant period has imposed
time constraints that have rendered timely filing of the Form 10-K
impracticable without undue hardship and expense to the Company.
The Company undertakes the responsibility to file that report no
later than 15 days after its original prescribed due date.

                      About Vuzix Corporation

Vuzix -- http://www.vuzix.com-- is a supplier of Video Eyewear
products in the consumer, commercial and entertainment markets.
The Company's products, personal display devices that offer users
a portable high quality viewing experience, provide solutions for
mobility, wearable displays and virtual and augmented reality.
Vuzix holds 33 patents and 15 additional patents pending and
numerous IP licenses in the Video Eyewear field.  Founded in 1997,
Vuzix is a public company with offices in Rochester, NY, Oxford,
UK and Tokyo, Japan.

As of Sept. 30, 2013, the Company had $4.53 million in total
assets, $12.52 million in total liabilities and a $7.99 million
total stockholders' deficit.

"During the three and nine months ended September 30, 2013 and the
years ended December 31, 2012 and 2011, we have has been unable to
generate cash flows other than our recent asset sales, sufficient
to support our operations and have been dependent on equity
financings, term debt financings, revolving credit financing and
the June 2012 asset sale.  We will remain dependent on outside
sources of funding until our results of operations provide
positive cash flows.  There can be no assurance that we will be
able to generate cash from those sources in the future.  Our
independent auditors issued a going concern paragraph in their
reports for the years ended December 31, 2012 and 2011.  The
accompanying financial statements have been prepared assuming that
we will continue as a going concern," the Company said in the
quarterly report for the period ended Sept. 30, 2013.


WATERFORD GAMING: S&P Lowers ICR to 'CC' on Potential Default
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
its issuer credit rating, on Waterford Gaming LLC to 'CC' from
'CCC'.  The outlook is negative.

The downgrade reflects S&P's expectation that excess cash flow
will not be sufficient to cover the remaining principal balance of
Waterford Gaming's senior unsecured notes on or before the
maturity date in less than six months.  At March 2014,
approximately 36% of the principal balance of the notes remain
outstanding.  In the 12 months ended March 31, 2014, S&P estimates
that Mohegan Sun experienced a decline in gross revenues in the
low-single-digit percentage area.  Similarly, for Mohegan's fiscal
year ending September 2014, S&P believes Mohegan Sun could
experience gross revenue declines in the low-single-digit
percentage area.  Given S&P's forecast, it believes Waterford
Gaming will have approximately 30% of the notes outstanding at
maturity.  In the event that the principal balance is not repaid
at maturity, S&P would view it as an event of default under its
criteria and S&P would lower the rating by one notch to 'D'.

S&P's 'CC' issuer credit rating on Waterford Gaming reflects its
assessment of the company's financial risk profile as "highly
leveraged" and its assessment of the company's business risk
profile as "vulnerable," according to its criteria.

"Our assessment of Waterford Gaming's financial risk profile as
highly leveraged reflects our expectation that it is unlikely to
generate sufficient excess cash flow to repay its notes upon
maturity in September 2014.  Our assessment of Waterford Gaming's
business risk profile as vulnerable reflects the company's
reliance on Mohegan Sun Casino, a single property operated by the
MTGA, for its cash flow. Waterford Gaming is a wholly owned
subsidiary of Waterford Group LLC.  Since Waterford Gaming is not
a bankruptcy-remote entity, the ratings for this company also take
into consideration the credit quality of its parent," S&P said.

Waterford Gaming relies solely on distributions from Trading Cove
Associates (TCA), a Connecticut-based general partnership that
formerly managed the Mohegan Sun Casino in southeastern
Connecticut, to service its debt obligations.  Waterford Gaming
holds 50% partnership interest in TCA, and Kerzner International
Ltd. owns the other 50% partnership interest.  TCA ceased managing
the Mohegan Sun at the end of 1999, at which time it entered into
a relinquishment agreement with MTGA, under which it receives 5%
of Mohegan Sun's gross revenue (excluding those from Casino of the
Wind) until the end of 2014.  TCA was also involved with the
development of Mohegan Sun's initial $1 billion expansion,
completed in 2002.

Under the agreement, payments flow from MTGA to TCA and then
distributed to Kerzner and Waterford Gaming.  Waterford Gaming
receives its share of the payment after the operating expenses of
TCA and also incurs some operating expenses, which are paid prior
to debt service.  The company's excess cash flow after interest
payments is mandatorily swept to repay the notes.  Under the
supplemental indenture, Waterford Gaming must also offer to
purchase the senior notes at par on a semiannual basis, utilizing
15% of the amount that would otherwise have been used to make
quarterly tax distributions.  Additionally, TCA will receive two
additional relinquishment payments to be used for debt repayment
after the maturity date of the notes, with the final payment
anticipated to be received in January 2015.


WESTMORELAND COAL: Jeffrey Gendell Stake at 10.4% as of March 18
----------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Jeffrey L. Gendell and his affiliates
disclosed that as of March 18, 2014, they beneficially owned
1,547,713 shares of common stock of Westmoreland Coal Company
representing 10.4 percent of the shares outstanding.  The
reporting persons previously owned 1,722,713 shares at Nov. 18,
2013.  A copy of the regulatory filing is available for free at:

                         http://is.gd/TQoSuv

                       About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss applicable to common
shareholders of $6.05 million on $674.68 million of revenues for
the year ended Dec. 31, 2013, as compared with a net loss
applicable to common shareholders of $8.58 million on $600.43
million of revenues during the prior year.  The Company incurred a
net loss applicable to common shareholders of $34.46 million in
2011.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WPCS INTERNATIONAL: Chief Financial Officer J. Heater to Quit
-------------------------------------------------------------
WPCS International Incorporated, on March 31, 2014, entered into a
separation agreement with Joseph Heater, the Company's chief
financial officer.  Pursuant to the agreement, Mr. Heater will
resign effective at the close of business on July 31, 2014, as the
chief financial officer of the Company and from all officer and
director positions with the Company's subsidiaries.

The Company will pay Mr. Heater the sum of $250,000 by Dec. 31,
2014, which will be payable in five monthly installments of
$41,666.67, payable on the first business day of each month from
August through December 2014 and one final payment of $41,666.65
to be made on Dec. 31, 2014.  In addition, Mr. Heater will receive
a bonus of $35,000, to be paid on July 31, 2014.  Mr. Heater will
also receive medical and other insurance benefits through Dec. 31,
2014, under the applicable plans maintained by the Company.
Further, subject to stockholder approval of a new equity
compensation plan, the Company will grant Mr. Heater options to
purchase 50,000 shares of common stock, which options will vest
immediately upon issuance and will expire on Dec. 31, 2014.

A copy of the Severance Agreement is available for free at:

                       http://is.gd/59BqAJ

Effective March 27, 2014, Harvey Kesner resigned as an independent
director of the Company.  In submitting his resignation,
Mr. Kesner did not express any disagreement with the Company on
any matter relating to the Company's operations, policies or
practices.

                     About WPCS International

WPCS -- http://www.wpcs.com-- is a design-build engineering
company that focuses on the implementation requirements of
communications infrastructure.  The company provides its
engineering capabilities including wireless communications,
specialty construction and electrical power to the public
services, healthcare, energy and corporate enterprise markets
worldwide.

As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP
as its new independent registered public accounting firm.
CohnReznick LLP resigned on Dec. 20, 2013,

The Company's former auditors, CohnReznick LLP, in Roseland, New
Jersey, expressed substantial doubt about WPCS International's
ability to continue as a going concern following the annual report
for the year ended April 30, 2013.  The independent auditors noted
that the Company has incurred net losses and negative cash flows
from operating activities, had a working capital deficiency as of
and for the years ended April 30, 2013, and 2012, and has an
accumulated deficit as of April 30, 2013.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.

As of Jan. 31, 2014, the Company had $22.37 million in total
assets and $15.18 million in total liabilities.


WPCS INTERNATIONAL: Script of Earnings Call Available
-----------------------------------------------------
WPCS International Incorporated held an earnings conference call
to discuss its unaudited financial results for the third fiscal
quarter ended Jan. 31, 2014, and a shareholder update on the
Company's business activities.  The script of the earnings
conference call is available for free at http://is.gd/byIlRb

                     About WPCS International

WPCS -- http://www.wpcs.com-- is a design-build engineering
company that focuses on the implementation requirements of
communications infrastructure.  The company provides its
engineering capabilities including wireless communications,
specialty construction and electrical power to the public
services, healthcare, energy and corporate enterprise markets
worldwide.

As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP
as its new independent registered public accounting firm.
CohnReznick LLP resigned on Dec. 20, 2013,

The Company's former auditors, CohnReznick LLP, in Roseland, New
Jersey, expressed substantial doubt about WPCS International's
ability to continue as a going concern following the annual report
for the year ended April 30, 2013.  The independent auditors noted
that the Company has incurred net losses and negative cash flows
from operating activities, had a working capital deficiency as of
and for the years ended April 30, 2013, and 2012, and has an
accumulated deficit as of April 30, 2013.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.  As of Jan. 31,
2014, the Company had $22.37 million in total assets, $15.18
million in total liabilities and $7.19 million in total equity.


YOU ON DEMAND: UHY LLP Expresses Going Concern Doubt
----------------------------------------------------
YOU On Demand Holdings, Inc., had a net loss of $7.89 million on
$309,000 of revenues in 2013, compared with a net loss of $16.3
million on $1.7 million of revenues in 2012, according to a Form
10-K filing with the U.S. Securities and Exchange Commission.

UHY, LLP, expressed substantial doubt about the Company's ability
to continue as a going concern, citing that the Company has
incurred significant losses during 2013 and 2012 and has relied on
debt and equity financings to fund their operations.

The Company's balance sheet at Dec. 31, 2013, showed $15.0 million
in total assets, $10.05 million in total liabilities, convertible
redeemable preferred stock of $5.48 million, and a stockholders'
deficit of $536,000.

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

                        http://is.gd/LBSYXE

New York, N.Y.-based YOU On Demand Holdings, Inc., operates in the
Chinese media segment through its Chinese subsidiaries and
variable interest entities: (1) a business which provides to cable
providers both an integrated value-added service solution and
platform for the delivery of pay-per-view ("PPV") and video on
demand ("VOD") as well as enhanced premium content for cable
providers and (2) a cable broadband business based in the Jinan
region of China.


ZALE CORP: Meeting to Consider Proposed Acquisition Set on May 29
-----------------------------------------------------------------
Zale Corporation has set May 29, 2014, at 8:00 a.m. local time, as
the date for a special meeting of its stockholders to consider and
vote on the previously announced proposed acquisition of Zale by
Signet Jewelers Limited and certain other matters.  The meeting
will be held at the Company's principal executive offices, 901
West Walnut Hill Lane, Irving, Texas 75038.

Zale stockholders of record as of the close of business on
April 30, 2014, will be entitled to notice of, and to vote at, the
special meeting.

The proposed acquisition is subject to approval by Zale's
stockholders and certain other customary closing conditions.

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corp reported a net loss of $27.30 million for the three
months ended Oct. 31, 2013.  Zale Corp disclosed net earnings of
$10.01 million for the year ended July 31, 2013, as compared with
a net loss of $27.31 million for the year ended July 31, 2012.
The Company incurred a net loss of $112.30 million for the year
ended July 31, 2011 and a net loss of $93.67 million for the year
ended July 31, 2010.

As of Oct. 31, 2013, Zale Corporation had $1.31 billion in total
assets, $1.16 billion in total liabilities and $152.95 million in
total stockholders' investment.


ZOGENIX INC: James Breitmeyer Appointed as Director
---------------------------------------------------
James B. Breitmeyer, M.D., Ph.D. accepted an appointment to fill a
newly-created seat on Zogenix, Inc.'s Board of Directors,
effective March 28, 2014.  Based upon the recommendation of the
Board's Nominating/Corporate Governance Committee, Dr. Breitmeyer
was appointed as a Class II director, with an initial term
expiring at the 2015 annual meeting of the Company's stockholders.

Dr. Breitmeyer, 60, currently serves as the president of Bavarian
Nordic, Inc., an international biotechnology company, and also
serves as the executive vice president at Bavarian Nordic A/S,
positions he has held since February 2013.  He served as acting
chief medical officer to the Company from August 2012 to February
2013.  Dr. Breitmeyer served as executive vice president of
development and chief medical officer of Cadence Pharmaceuticals,
Inc., a biopharmaceutical company, from August 2006 to August
2012.  He served as chief medical officer of Applied Molecular
Evolution, Inc., a wholly-owned subsidiary of Eli Lilly and
Company, a global pharmaceutical company, from December 2001 to
August 2006.  From 2000 to 2001, Dr. Breitmeyer served as the
president and chief executive officer of the Harvard Clinical
Research Institute.  From 1991 to 2000, he held a variety of
positions at Serono Laboratories Inc., a global biopharmaceutical
company, including chief medical officer and senior vice president
of Research and Development.  Prior to Serono Laboratories, he
served as a consultant to ImmunoGen, Inc., and held clinical and
teaching positions at the Dana Farber Cancer Institute and Harvard
Medical School.  Dr. Breitmeyer holds a B.A. in Chemistry from the
University of California, Santa Cruz, an M.D. and Ph.D. from
Washington University School of Medicine, and is Board Certified
in Internal Medicine and Oncology.

In connection with his appointment to the Board, pursuant to the
Company's independent director compensation policy, Dr. Breitmeyer
has been granted an option to purchase 75,000 shares of the
Company's common stock, which have an exercise price per share
equal to $3.07, the fair market value of the Company's common
stock on the date of grant.  The options will vest over three
years in thirty-six equal monthly installments, subject to his
continuing service on the Board.  Dr. Breitmeyer will also receive
cash compensation for his service on the Board in accordance with
the Company's independent director compensation policy, as such
policy may be amended from time to time.  There are no other
arrangements or understandings between Dr. Breitmeyer and any
other person pursuant to which he was selected to serve on the
Board.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Zogenix incurred a net loss of $80.85 million on $33.01 million of
total revenue for the year ended Dec. 31, 2013, as compared with a
net loss of $47.38 million on $44.32 million of total revenue for
the year ended Dec. 31, 2012.  The Company's balance sheet at
Dec. 31, 2013, showed $112.50 million in total assets, $94.07
million in total liabilities and $18.42 million in total
stockholders' equity.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's recurring losses from operations and lack of
sufficient working capital raise substantial doubt about its
ability to continue as a going concern.


* Bankruptcy Filings Down 11% for March 2014
--------------------------------------------
Bankruptcy filings for the 12-month period ending March 31, 2014,
fell 11% when compared to bankruptcy filings for the 12-month
period ending March 31, 2013, according to statistics released by
the Administrative Office of the U.S. Courts.  March 2013
bankruptcy filings totalled 1,170,324 compared to 1,038,280
bankruptcy cases filed in the 12-month period ending March 31,
2014.


* BOOK REVIEW: A Legal History of Money in the United States,
               1774-1970
-------------------------------------------------------------
Author: James Willard Hurst
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://is.gd/x8Gesf

This book chronicles the legal elements of the history of the
system of money in the United States from 1774 to 1970.  It
originated as a series of lectures given by James Hurst at the
University of Nebraska in 1973.  Mr. Hurst is quick to say that
he , as a historian of the law, took care in this book not to
make his own judgments on matters outside the law.  Rather, he
conducted an exhaustive literature review of economics, economic
history, and banking to recount the development of law over the
operations of money.  He attempted to "borrow the opinions of
qualified specialists outside the law in order to provide a
meaningful context in which to appraise what the law has done or
failed to do."

Mr. Hurst define money, for the purposes of this books, as "a
distinct institutional instrument employed primarily in
allocating scarce economic resources, mainly through government
and market processes," and not shorthand for economic, social,
or political power held through command of economic assets."

From the beginning, public and legal policy in the U.S. centered
on the definition of legitimate uses of both law affecting
money, and allocation of power over money among official
agencies, both federal and state.  The foundations of monetary
policy were laid between 1774 and 1788.  Initially, individual
state legislatures and the Continental Congress issued paper
currency in the form of bills of credit.  The Constitutional
Convention later determined that ultimate control of the money
supply should be at the federal level.  Other issues were not
clearly defined and were left to be determined by events.

The author describes how law was used to create and maintain a
system of money capable of servicing the flow of resource
allocations in an economy of broadly dispersed public and
private decision making.  Law defined standard money units and
made those units acceptable for use in conducting transactions.
Over time, adjustment of the money supply was recognized as a
legitimate concern of law.  Private banks were delegated
expansive monetary action powers throughout the 1900s and
private markets for gold and silver were allowed to affect the
money supply until 1933-34.  Although the Federal Reserve Act
was not aimed clearly at managing money for goals of major
economic adjustment, it set precedents by devaluing the dollar
and restricting the use of gold.

Mr. Hurst devotes a large part of his book to key issues of
monetary policy involving the distribution of power over money
between the nation and the states, between legal and market
processes, and among major agencies of the government.  Until
about 1860, all major branches of government shared in making
monetary policy, with states playing a large role.  Between 1908
and 1970, monetary policy became firmly centralized at the
national level, and separation or powers questions arose between
the Federal Reserve Board, the White House (The Council of
Economic Advisors), and the Treasury.

The book was an enormous undertaking and its research
exhaustive.  It includes 18 pages of sources cited and 90 pages
of footnotes.  Each era of American legal history is treated
comprehensively.  The book makes fascinating reading for those
interested in the cause and effect relationship between legal
processes and economic processes and t hose concerned with
public administration and the separation of powers.

James Willard Hurst (1910-1997) is widely regarded as the
grandfather of American legal history.  He graduated from
Harvard Law School in 1935 and taught at the University of
Wisconsin-Madison for 44 years.


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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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